FIFTH AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
[City Park Security Services]
THIS FIFTH AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the “Fifth Amendment”) is made and entered into as of ________________, 20 24, by and between the CITY OF ORANGE, a municipal corporation (“City”), and LYONS SECURITY SERVICES, INC., a California corporation (“Contractor”), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No. 6355.A) dated May 12, 2020 , which is incorporated herein by this reference (the “Original Agreement”); and
B. City and Contractor amended the Original Agreement to Revise Scope of Services and increase compensation by a First Amendment to Professional Services Agreement (Agreement No. 6355.A.1) dated May 21, 2021 , which is incorporated herein by this reference (the “First Amendment”); and
C. City and Contractor amended the Original Agreement to increase the compensation by Second Amendment to Professional Services Agreement (Agreement No. 6355.A.2) dated February 22, 2022, which is incorporated herein by this reference (the “Second Amendment”); and
D. City and Contractor amended the Original Agreement to increase the compensation by Third Amendment to Professional Services Agreement (Agreement No. 6355.A.3) dated March 31, 2022, which is incorporated herein by this reference (the “Third Amendment”); and
E. City and Contractor amended the Original Agreement to increase the compensation by Fourth Amendment to Professional Services Agreement (Agreement No. 6355.A. 4) dated May 10, 2022, which is incorporated herein by this reference (the “Fourth Amendment”); and
F. City and Contractor desire to further amend the Original Agreement to modify, amend and supplement certain portions of the Original Agreement to revise the scope of services and increase the compensation.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this Fifth Amendment are deemed and construed to refer to the Original Agreement, as implemented by this Fifth Amendment.
Section 3 Compensation. The total not -to-exceed compensation for the services to be rendered as set forth in Section 2.a of the Original Agreement is increased by THIRTY THOUSAND SEVEN HUNDRED SEVENTY-SIX DOLLARS and 82/100 ($30,776.82) specified in Exhibit “B” of the Original Agreement, and Section 2.a is hereby amended in its entirety to read as follows:
“Contractor's total compensation for all services performed under this Agreement, shall not exceed SEVEN HUNDRED NIN ETY-FOUR THOUSAND ONE HUNDRED TWENTY-EIGHT DOLLARS and 88/100 ($ 794,128.88) without the prior written authorization of City.”
Section 4. Integration. This Fifth Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Fifth Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this Fifth Amendment shall control and govern the rights and obligations of the parties.
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IN WITNESS of this Fifth Amendment, the parties enter into this Fifth Amendment on the year and day first above written.
“CONTRACTOR” “CITY”
LYONS SECURITY SERVICES, INC., a CITY OF ORANGE, a municipal corporation California corporation
*By: By:
Printed Name: Daniel R. Slater, Mayor Title:
*By: ATTEST:
Printed Name:
Title:
_____________________________________
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mike Vigliotta, City Attorney
*NOTE: If CONTRACTOR is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.
√NA
Nicholas Guidice
President
Secretary
Nicholas Guidice