AGR-0974.Y.8 - ORANGE ELDERLY SERVICES INC - EIGHTH AMENDMENT TO OPERATING AGREEMENTA R-o.y.
EIGHTH AMENDMENT
TO
OPERATING AGREEMENT
THIS EIGHTH AMENDMENT TO OPERATING AGREEMENT (the "Eighth
Amendment")is made and entered into as of u lS 2020,by and between the CITY OF
ORANGE, a municipal corporation ("City"), an ORANGE ELDERLY SERVICES, INC., a
California non-profit("OES"), with reference to the following:
A. City and OES entered into an Operating Agreement (Agreement No.0974.Y) dated
July 1, 2011, which is incorporated herein by this reference (the "Original Agreement"); and
B. City and OES amended the Original Agreement by a First Amendment to Operating
Agreement (Agreement No. 0974.Y.1) dated August 23, 2012 (the "First Amendment"), to provide
OES Executive Director with written notice of City's total not-to-exceed compensation amount for
Fiscal Year 2013; and
C. City and OES amended the First Amendment by a Second Amendment to Operating
Agreement (Agreement No. 0974.Y.2) dated July 16, 2013 (the "Second Amendment"), to provide
OES Executive Director with written notice of City's total not-to-exceed compensation amount for
Fiscal Year 2014; and
D. City and OES amended the Second Amendment by a Third Amendment to Operating
Agreement (Agreement No. 0974.Y.3) dated June 14, 2016 (the "Third Amendment"), to extend the
term of the Agreement for one additional five year term commencing July 1, 2016 and terminating on
June 30, 2021; and
E. City and OES amended the Third Amendment by a Fourth Amendment to Operating
Agreement, dated June 30, 2016 (Agreement No. 0974.Y.4) (the "Fourth Amendment"), to provide
OES Executive Director with written notice of City's total not-to-exceed compensation amount for
Fiscal Year 2017; and
F. City and OES amended the Fourth Amendment by a Fifth Amendment to Operating
Agreement(Agreement No. 0974.Y.5) dated July 10,2017(the"Fifth Amendment"),to provide OES
Executive Director with written notice of City's total not-to-exceed compensation amount for Fiscal
Year 2018; and
G. City and OES amended the Fifth Amendment by a Sixth Amendment to Operating
Agreement(Agreement No. 0974.Y.6)dated July 23,2418 (the"Sixth Amendment"),to provide OES
Executive Director with written notice of City's total not-to-exceed compensation amount for Fiscal
Year 2019; and
H. City and OES amended the Sixth Amendment by a Seventh Amendment to Operating
Agreement (Agreement No. 0974.Y.7) dated July 17, 2019 (the "Seventh Amendment"), to provide
OES Executive Director with written notice of City's total not-to-exceed compensation amount for
Fiscal Year 2020; and
I.The Original Agreement and the First, Second, Third,Fourth,Fifth, Sixth, and Seventh
Amendments are incorporated herein by this reference; and
J.City and OES desire to further amend the Original Agreement to modify, amend and
supplement certain portions of the Original Agreement.
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 OES agree that all references in this Eighth
Amendment are deemed and construed to refer to the Original Agreement, as implemented by this
Eight Amendment.
Section 3. Comnensation. The total not-to-exceed compensation (exclusive of
reimbursables) for Fiscal year 2020-2021 for the services to be rendered under this Agreement shall
be TWO HiJNDRED TWENTY-FOUR THOUSAND ONE HiJNDRED DOLLARS and 00/100
224,100.00). The City shall pay OES in equal monthly increments the sum of EIGHTEEN
THOUSAND SIX HIJNDRED SEVENTY-FIVE DOLLARS and 00/100 ($18,675.00) for the
operation under this Agreement. Each monthly payment shall be due and payable up on receipt of an
invoice by OES.
Section 4. Citv ManaEer Authorization to Sign. Pursuant to Section 2 of the Original
Agreement the City Manager is authorized to approve and execute each annual Extension to the
Original Agreement.
Section 5. Integration. This Eighth 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 the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Amendments and the terms
and provisions of tlie Original Agreement, the terms and provisions of this Eighth Amendment shall
control and govern the rights and obligations of the parties.
Remainder ofpage intentionally left blank;signatures on next pageJ
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IN WITNESS of this Agreement, the parties enter into this Agreement on the year and day
first above written.
OES"CITY"
ORANGE ELDERLY SERVICES, INC., CITY OF ORANGE, a municipal corporation
a California non-profit corporation.
i
By: ' By:
Printed Name: .1—_ s ick o, City Manager
Title: re_s t o,l;
By:
c
C"1 t Y/ APPROVED AS TO FORM:
Printe ame: , u P, c,ofc s'
Title: S c.
ary A. S e z, City Att
NOTE:If CONSULTANT is a coYporation, the City requires the following signatuYe(s):
1) the Chairman of the Board, the President or a ce-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 of cer named ih 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 Agreemeht, must be provided to the City.
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