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HomeMy Public PortalAboutC-21-067 - SHAW HR CONSULTING INC AMENDMENT NO. 1DocuSign Envelope ID: 78FB9F7C-4427-4926-BCF7-6B51089F7D6F AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment No. 1 ") by and between the CITY OF CARSON, a California municipal corporation ("City") and SHAW HR CONSULTING, INC., a California corporation ("Consultant") is effective as of the 7th day of June, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated June 8, 2021 ("Agreement") whereby Consultant agreed to provide human resources related consulting services on an as -needed basis for one (1) year for a total contract sum of $24,999, with the option to extend the term of the Agreement for up to two (2) additional one-year periods at City's sole discretion; and B. City desires to exercise its initial option to extend the term of the Agreement for one additional year, expiring June 8, 2023; and C. As of the date of this Amendment No. 1, only $3,285 of the $24,999 has been expended by the City; and D. City and Consultant now desire to amend the Agreement to extend the term of the Agreement for one additional year, expiring June 8, 2023. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strike through). A. Section 3.4, Term, is hereby amended as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding Tune 8, 2023ene ", year f em the date heree except as otherwise provided in the Schedule of Performance (Exhibit "D"). City in its sole discretion, has the option to extend the Term in writing for up to one (1) twe (2) additional one-year periods." 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations -1- 01007.0001 /797269.1 DocuSign Envelope ID: 78FB9F7C-4427-4926-BCF7-6B51089F7D6F arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the. entering into this Amendment No. 1 does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -2- 01007.0001n97269.1 DocuSign Envelope ID: 78FB9F7C-4427-4926-BCF7-6B51089F7D6F IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the dates set forth below, with express intent that this Amendment No. 1 shall be effective as of June 7, 2022. ATTEST: Dr. Khaleah K. Bradshaw, City APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [ndp] CITY: CITY OF CARSON, a municipal corporation David C. Roberts, Jr., City Manager �Ltr- 7'— 2022 CONSULTANT: SHAW HR CONSULTING, INC, a California corporation By: FDxuSigned by: a(� Nameacliel'haw Title- Pesient Oxu igned y. By: I'acA.c.(, sL w ante Kaci eY"Shaw Title: Secretary Date: June 22 '2022 Address: 107 N. Reino Road, #414 Newbury Park, CA 93120 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -3- 01007.0001/797269.1 ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDmYY) 06/09/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jennifer Collier NAME: Brown & Brown Insurance Services of California, Inc PHONE (805) 965-0071 FAX A1C No Etl: 'a, No (805) 690-3200 License #OD04053 ADDRESS: Jennifer.Collier@bbrown.com 1001 Mark Avenue, Suite 201 INSURERS) AFFORDING COVERAGE NAIC N Carpinteria CA 93013 INSURERA: Ohio Security Insurance Company 24082 INSURED INSURER B: American Fire and Casualty Company 24066 Shaw HR Consulting Inc INSURER c: Employers Preferred Insurance Company 107 N. Reino Rd. Ste 414 INSURER D: Admiral Insurance Company INSURER E: Newbury Park CA 91320 INSURER F: CUVtHAUL5 CEHTIFICATENUMBER: GGZJUL,AUIU,UMb,WC RFVISIAN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW'NAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR TYPEOFINSURANCE INSD WVD POLICY NUMBER MNUDD�Y POLICYEXP LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR EACHOCCURRENCE S 1,000,000 PREMISES Ea occurrence s 500,000 MED EXP (Any one person) s 15,000 A Y Y BKS56447520 04/01/2022 04/01/2023 PERSONAL &ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: X POLICY ❑PRO ❑LOC JECT GENERAL AGGREGATE S 2,000,000 —,-,-,DUCTS S 2,000,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 Ea accident X ANYAUTO BODILY INJURY (Per person) S A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y BAS56447520 04/01/2022 04/01/2023 BODILY INJURY (Per accident) S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE S Per accident Uninsured motorist s 1,000,000 UMBRELLA LIAB X OCCUR ��,•'�•"��"'y'� ","• EACH OCCURRENCE S 1,000,000 B EXCESS UAB CLAIMS -MADE USA56447520 04/01/2022 04/01/2023 AGGREGATE S 1,000,000 DED I X RETENTION S 10'000 S C WORKERS COMPENSATION AND EMPLOYERS'LIABILITV ANY PROPRIETORIPARTNEWEXECUTIVE YIN OFFICERIMEMBEREXCLUDED? F�jNIA (Mandatory In NH) It yes, describe under DESCRIPTION OF OPERATIONS below Y EIG132510911 04/07/2022 04/07/2023 X STATUTE ETH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 Errors & Omissions -Retroactive Date: Each Claim $2,000,000 D 04/01/2011 E0000051417013 05/21/2022 05/21/2023 Aggregate $2,000,000 Deductible per Claim $5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carson, its elected and appointed officers, employees and agents are included as Additional Insured under the General Liability per the attached form CG 88 10 04 13 and under the Auto Liability per the attached form AC 85 43 06 18 as required by written contract. General Liability is Primary and Non Contributory per the attached form CG 88 10 04 13 as required by written contract. Auto Liability is Primary and Non Contributory per the attached form AC 85 43 06 18 as required by written contract. Waiver of applies to the General Liabiity per the attached form CG 88 10 04 13, Auto Liability per the attached form AC 85 43 06 18 and Workers Compensation per the attached form WC 04 03 06, as required by written contract. Notice of Cancellation applies per policy provisions. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE INSURANCE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carson7�ACCORDANCE WITH THE POLICY PROVISIONS. 701 E. Carson Street ;2—G 6/15/2022 AUTHORIZED REPRESENTATIVE Carson CA 90745 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD