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19-1219_R3 CONSULTING GROUP, INC._Amd No. 2 AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT FOR SOLID WASTE FRANCHISE NEGOTIATION ASSISTANCE BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ,R3 CONSULTING GROUP,INC. 1. Parties and Date. This Amendment No. 2 to the Professional Services Agreement for Solid Waste Franchise Negotiation Assistance is made and entered into as of this \(\ ` day of December, 2019, by and between the City of San Juan Capistrano, a municipal organization organized 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 R3 Consulting Group, Inc., a California corporation with its principal place of business at 1512 Eureka road, Suite 220, Roseville, California 95661, (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled "Solid Waste Franchise Negotiation Assistance" dated November 5, 2018, ("Agreement") for the purpose of retaining the services of Consultant to provide Solid Waste Franchise Negotiation Assistance. 2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to extend the term. The parties have heretofore entered into Amendment No. 1 dated May 21, 2019. 2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Sections 3 and 24 of the Agreement. 3. Terms 3.1 Amendment. Section 5 of the Agreement is hereby amended in its entirety to read as follows: 5. Time of Performance Consultant shall perform its services in a prompt and timely manner and shall commence performance effective November 5, 2018. Consultant shall complete the Page 1 of 3 61147.02100\32583872.2 services required hereunder by June 30, 2020, unless extended by the City in writing. 3.2 Continuing Effect of Agreement. Except as amended by Amendment No. 1 and this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. 3.3 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. 2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original. [Signatures on Next Page] Page2of3 61147.02100\32583872.2 ' SIGNATURE PAGE FOR AMENDMENT NO.2 TO THE - SOLID WASTE FRANCHISE NEGOTIATION ASSISTANCE PROFESSIONAL SERVICES AGREEMENT " • BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND R3 CONSULTING GROUP,INC. • CITY.OF SAN JUAN CAPISTRANO R3 CONSULTING GROUP, INC. Approved By: Bei in Sri Si nature City Manager /Qz Richard Tagore-Erwin Date Name Atteste y:_ '- Principal - President r aTitle �- fajao r9 aria orri Clerk l Date Approv-t 4 To Fo • orne • Page 3 of 3 61147.02100\32583872.2