ATTACHMENT 1
-1-
FIRST AMENDMENT TO VENDING SERVICES AGREEMENT
FOR BEVERAGE MACHINES
(VENDING CONTRACT) - (C2022-182)
This First Amendment to Vendor Services Agreement C2022-182 (the “First Amendment”) is made and entered into as of May 1, 2026, by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and UtopiaVend, LLC, a California limited liability company (“VENDOR”).
RECITALS:
A. The CITY previously circulated a Request for Proposal (“RFP”) for Beverage and Snack Vending Machine Services, RFP No. B2022-37 (the “RFP”).
B. Elevated Wellness Vending LLC (“EWV”), a predecessor to VENDOR, submitted a Proposal (“Proposal”) in response to the RFP. In its Proposal, EWV represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, CITY awarded the Agreement to EWV.
C. On December 6, 2022, the CITY and EWV entered into Vendor Services Agreement C2022-182 (the "Agreement") to perform those services.
D. As part of a partnership agreement, EWV transferred the Agreement to VENDOR, and CITY and VENDOR wish to amend the Agreement to replace EWV with VENDOR and to update the Agreement with VENDOR’s contact information. A true and correct copy of the letter dated April 28, 2026 is attached here as Exhibit A. A true and correct copy of the Vending Machine Sales Agreement dated March 19, 2025 between Elevated Wellness Vending LLC and UtopiaVend, LLC is attached here as Exhibit B.
E. Additionally, CITY and VENDOR wish to amend the Agreement to change the designated City Representative to the “Community Services Director.”
AGREEMENT:
1. The first paragraph of the Agreement is amended to read in its entirety as follows:
“This VENDING SERVICES AGREEMENT (‘Agreement’) is made and entered into as of December 6, 2022 (the ‘Effective Date’), by and between the CITY OF TORRANCE, a California municipal corporation (‘CITY’), and UTOPIAVEND, LLC, a California limited liability company (‘VENDOR’).”
ATTACHMENT 1
-2-
2. Paragraph 8 of the Agreement, entitled “CITY REPRESENTATIVE”, is amended to read in its entirety as follows:
“8. CITY REPRESENTATIVE
The Community Services Director is designated as the “City Representative,” authorized to act on its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Representative is authorized to exercise the option to extend the TERM of this Agreement. The CITY has the right to designate another City Representative at any time, by providing notice to the VENDOR.”
3. Paragraph 21 of the Agreement, entitled “NOTICE”, subsection A, subparagraph 6, is amended to read in its entirety as follows:
“21. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
* * *
6. Addresses for purpose of giving notice are as follows:
VENDOR: UtopiaVend, LLC
3950 W 226 th Street #2
Torrance, CA 90505
Fax: N/A
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931”
4. In all other respects, the Agreement is ratified, reaffirmed and remains in full force and effect.
[Signatures to follow]
ATTACHMENT 1
-3-
CITY OF TORRANCE,
a municipal corporation
_______________________________
Sharon Kalani, Mayor
UtopiaVend, LLC,
a California limited liability company
By: ______________________
Chris Ono
Head of Business Operations
ATTEST:
_______________________________
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By: ____________________________
Jennifer Vicente Guerrero
Deputy City Attorney
Attachments: Exhibit A Letter dated April 28, 2026
Exhibit B Vending Machine Sales Agreement