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EXHIBIT 1 FIRST AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT CITY OF SANTA ANA THIS FIRST AMENDED AND RESTATED AGREEMENT is made and entered into on this day of December, 2019, by and between City Net ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On October 14, 2019, the City entered into Professional Services Agreement No. N-2019- 220 with Contractor for homeless services — street outreach, which is service delivery for the specific purpose of reaching out to unsheltered homeless neighbors; connecting them with emergency shelter, housing, or critical services; and providing urgent, non -facility - based care ("said Agreement"). B. In accordance with the terms and conditions of said Agreement, the City and Contractor desire to amend the Scope of Services, increase the total Compensation, and extend the Term of said Agreement. In addition to these amendments, all of the terms of said Agreement are restated herein in order to keep all conditions within a single document. C. In undertaking the performance of this First Amended and Restated Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES The Scope of Services shall be amended to replace Exhibit A in said Agreement with Exhibit 1 attached herewith and incorporated herein by this reference. Upon commencement of this First Amended and Restated Agreement, Contractor shall perform the tasks and obligations, including all labor, materials, tools, equipment, and incidental customary work, required to fully and adequately complete the services described and set forth in Exhibit 1 and incorporated herein by reference. 2. COMPENSATION a. The total compensation shall be amended to increase the maximum amount of compensation by $688,390 such that the total sum to be expended under this First Amended and Restated Agreement shall not exceed $738,390 during the extended term of said Agreement. Additionally, City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit 1. Page 1 of 9 25D-4