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Home My Public Portal AboutC-23-128 - SWAYZER CORP AMENDMENT NO. 1 2023 JUN 29AMENDMENT NO.1 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment") by and between the CITY OF CARSON, a California municipal corporation ("City"), and SWAYZER CORPORATION, a California corporation ("Consultant"), is effective as of the �L(p day of .n.el C. , 2023. City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. The City's maintenance services are subject to the State bidding laws known as the Uniform Public Construction Cost Accounting Act ("UPCCAA") adopted by the City and as set forth in Section 2612 of its Municipal Code. Under UPCCAA, maintenance work of $60,000 or less has no bidding requirement attached to it. B. City and Consultant entered into that certain Agreement for Contract Services dated May 16, 2023 ("Agreement"), whereby Consultant agreed to perform median landscaping maintenance services for the City ("Services") at the locations directed by City's Contract Officer, for a total not to exceed amount of $60,000, with the Agreement term set to expire June 30, 2023. As allowed under UPCCAA, City did not go out to bid for procurement of the Services. At the time the Agreement was executed, City staff believed there would be no need to extend the Agreement nor add to the not to exceed contract sum of $60,000, as staff had plans to go out to bid by issuing an RFP for maintenance services on a City-wide basis, and the Services were intended only to serve as a stop -gap measure until the new contract was awarded. C. Despite earnest efforts, City staff has experienced unexpected delays in issuing the RFP and now City is in need of continued maintenance services beyond June 30, 2023. Under UPCCAA, City has the option of awarding another contract for maintenance services to a contractor other than Consultant for $60,000 or less, or to award that second contract to Consultant, without regard to any concerns that illegal splitting may have occurred because City staff sincerely believed that the Agreement would sufficiently serve its intended purpose as a stop -gap measure, and there was no attempt to evade State bidding requirements. C. City and Consultant now desire to amend the Agreement to increase the not -to - exceed Contract Sum by an additional $40,000 to allow Consultant to continue providing the Services through July 31, 2023, thereby increasing the Contract Sum to $100,000. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is indicated in bold italics and deleted text in ). 01007.0006/899402.1 A. Section 2.1 (Contract Sum) of the Agreement is hereby amended to read in its entirety as follows: "2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of One HundredSixtg Thousand Dollars and Zero Cents ($100,000.00$60;800x88) ("Contract Sum")." B. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows: "3.4 Term. 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 later than July 31, 2023june 30,z'2923, except as otherwise provided in the Schedule of Performance (Exhibit "Q" C. Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows: See attached Exhibit "C." 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by the Amendment 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 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, 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, 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. -2- 01007.0006/899402.1 5. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such parry is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said parry, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] -3- 01007.0006/899402.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first -above written. CITY: CITY OF CARSON, a municipal corporation a Davis -Holmes, Mayor ATTEST: 04 7 'j Dr. haleah K. Bradshaw, City Clerk tarot:+ / APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rill CONTRACTOR: SWAYZER CORPORATION, a California corpora on Byt ame: Samuel Swayzer Title: Presi ent �— By: Nam zekiel Swa Tit Chief Fin 111 Officer Two corporate officer signatures required when Contractor is a corporation. with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and Z) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY. -4- 01007.0005/899402.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first -above written. ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] CITY: CITY OF CARSON, a municipal corporation Lula Davis -Holmes, Mayor CONTRACTOR: SWA CORPORATION, a California corp ra on Name: Samuel Sway er Title: Preside �Y By: Name: Oekiel Swayz Title: Chief Finan ' Officer Two corporate officer signatures required when Contractor 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. CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY. -4- 01007.0006/899402.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 0412-4 2023 before me, JN 4'0 bI�G 8g personally appeared S^fty eA Sway *r proved to me on the basis f satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. *my JLLIO C. BAHENA Notary Public • California Signature: Los Angeles County Commission ; 2367206 Comm. Expires Jul 22, 2025 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01007.0006/899402.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES /� elro{�yJJ 2 On 06 2023 before me, lie C• I kAAftA perso nally appeared s tt proved tome on the basisof satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. *-'--,1--;;My JULIO C. BAHENA Notary Public - California Signature: LosAngeles County Commission n 2367206 Comm. Expires Jul 22, 2025 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01007.0006/899402.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: RATE TIME A. Maintenance of Hardscape $2,962.50 Monthly Surfaces B. Maintenance of Turf $3,950.00 Monthly C. Maintenance of Plant Area $12,837.50 Monthly Not -to -Exceed $100,0001;6A,AA8.84 II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. Ill. The City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $100,000$49yG0Q4Q, as provided in Section 2.1 of this Agreement. 01007.0006/899402.1