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18-0403_VINCENTBENJAMIN GROUP, LLC_Amd No. 3 to the Professional Services AgreementAMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND VINCENTBENJAMIN GROUP, LLC 1. Parties and Date. This Amendment No. 3 to the Professional Services Agreement by and between the City of San Juan Capistrano, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City"), and VincentBenjamin Group, LLC, an Arizona limited liability corporation, with its principal place of business at 2415 E. Camelback Road, Suite 1000, Phoenix, Arizona, 85016 (hereinafter referred to as "Consultant") is made and entered into as of this '`� day of April 2018. The City and the Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Amendment. 2. Recitals. 2.1 Consultant. The City and the Consultant entered into an agreement entitled "Professional Services Agreement" on June 15, 2017 ("Agreement") for the purpose of retaining the Consultant to provide temporary staffing services. The Parties entered into a First Amendment to the Professional Services Agreement on September 6, 2017 to increase compensation to an amount not to exceed $45,000 and a Second Amendment on February 20, 2018 to increase compensation to an amount not to exceed $100,000. 2.2 Amendment Purpose. The City and the Consultant desire to amend the Agreement to increase the not -to -exceed compensation amount and to extend the term of the Agreement. 2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 2 of the Agreement. Page 1 of 4 3. Amendment. 3.1 Amendment. Section 2 and Section 5 of the Agreement are hereby amended in their entirety to read as follows: 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services at an hourly rate mutually agreed to in writing by the Consultant and the City. The hourly bill rate shall be negotiated on a case by case basis, conform to the hourly rate schedule set forth in Exhibit A to this Amendment, and be memorialized in writing. The hourly bill rate so negotiated shall cover all costs related to the services provided, and the City will not pay any additional costs incurred by the Consultant. In no event shall the amount paid for services rendered by the Consultant in a given fiscal year under this agreement exceed the amount remaining on the City Council's annual appropriation for personnel services, as amended. The City's obligation pursuant to this Section 2 to pay the Consultant beyond the first fiscal year in which this Agreement is approved is expressly made contingent upon the availability of funds identified by the City in its discretion, or to such yearly appropriation and allocation of resources as determined by the City Council. b. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work. Services shall terminate on June 30, 2019. 4. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3. 5. 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. 3. Page 2 of 4 6. Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Page] Page 3 of 4 SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND VINCENTBENJAMIN GROUP, LLC CITY OF SAN JUAN CAPISTRANO Approved By: -,Y y mi jp el, y Manager G�--g- Date A ffest-By: M Morris, ON Clerk Approved As To Form: Jeffrey Ballinger, City Attorney VINCENTBENJAMIN GROUP, LLC Signature Name Title Date Page 4 of 4 TEMORARY STAFFING RATES Position Rate per hour Receptionist $20.00 to $28.00 Customer Service Representative $20.00 to $28.00 Other Positions 1$20.00 to $45.00 Exhibit A - Page 1 of 1