HomeMy WebLinkAboutAgreement A-19-012-2 with EAN Services LLC.pdf- 1 -
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SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT (“Second Amendment”) is made and entered
, 2021, by and between COUNTY OF FRESNO, a political
subdivision of the state of California (“COUNTY”), and EAN Services, LLC, a Delaware limited liability
company, whose address is 600 Corporate Park Drive, St. Louis, MO 63105 (“CONTRACTOR”).
WITNESSETH:
WHEREAS, COUNTY and CONTRACTOR entered into Procurement Agreement Number P-
16-130-C, effective March 1, 2016 (the “Procurement Agreement”), pursuant to which CONTRACTOR
agreed to provide vehicle rental services in accordance with the terms and conditions established in
the State of California’s Department of General Services (DGS) Agreement #5159905 (“DGS
Contract”);
WHEREAS, COUNTY and CONTRACTOR entered into Amendment Number One (1), dated
February 28, 2018 (“First Amendment to Procurement Agreement”), to revise Exhibits “One, “A”, “F”,
and “G” of the Procurement Agreement, and extend the term for one additional twelve (12) month
period, to expire February 28, 2019;
WHEREAS, COUNTY and CONTRACTOR converted the Procurement Agreement to Board
Agreement 19-012 on January 8, 2019 (“Agreement”), which increased the total compensation amount
to $500,000 for the term, inclusive of renewal periods, added an “Extension” provision through
February 28, 2021, and added the “Disclosure of Self-Dealing Transactions” form as an attachment to
the Agreement;
WHEREAS, COUNTY and CONTRACTOR entered into the First Amendment to the
Agreement (“First Amendment”), dated May 26, 2020, to revise Exhibits “A”, “F”, and “G” to reflect the
updated exhibits and rates in the DGS Contract;
WHEREAS, a new DGS contract is being negotiated by the State of California (“2021 DGS
Contract”), and is expected to be executed in early March 2021, which may provide pricing and terms
for a new COUNTY vehicle rental agreement;
WHEREAS, COUNTY desires to maintain vehicle rental services with CONTRACTOR
according to the terms and conditions established in the DGS Contract until the State’s 2021 DGS
Agreement No. 19-012-2
into this 23rd day of February
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Contract is finalized; and,
WHEREAS, COUNTY and CONTRACTOR again desire to amend the Agreement in order to
extend the term for one (1) six (6) month extension, to continue to provide COUNTY with vehicle rental
services until the COUNTY enters into a new COUNTY agreement for vehicle rental services.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
1. The EXTENSION Section of the Agreement, located on page one (1), is deleted in its
entirety and replaced with the following:
"This Agreement may be extended for three (3) additional one (1) year periods by the
mutual written consent of all parties. Should the final extension period be exercised through February
28, 2021, the Agreement may be further extended for one (1) additional six (6) month period. If all
extension periods are exercised, this Agreement, as amended and extended, shall expire on August
31, 2021. The Director of Internal Services/Chief Information Officer or his or her designee is
authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’s
satisfactory performance."
2. The following section shall be inserted into page four (4) of the Agreement after the
Section titled “DISCLOSURE OF SELF-DEALING TRANSACTIONS”, and shall be made a part of the
Agreement:
“ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means any symbol or process
intended by an individual signing this Agreement to represent their signature, including but not limited
to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
electronically scanned and transmitted (for example by PDF document) of a handwritten signature.
Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person. The provisions of this section satisfy
the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction
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Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital
signature represents that it has undertaken and satisfied the requirements of Government Code
section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely
upon that representation. This Agreement is not conditioned upon the parties conducting the
transactions under it by electronic means and either party may sign this Agreement with an original
handwritten signature.”
COUNTY and CONTRACTOR agree that this Second Amendment is sufficient to amend the
Agreement, and that upon execution of this Second Amendment, the Procurement Agreement, as
amended, the Agreement, the First Amendment, and this Second Amendment together shall be
considered “the Agreement.”
The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in the Agreement and not amended herein shall remain
in full force and effect.
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EXECUTED AND EFFECTIVE as of the date first above set forth.
3 CONTRACTOR
l,!;ra !lo/Ml!(
4 .isa Holines \Feb 5, 2021 08:36 PST)
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(Authorized Signature)
Lisa Holmes Contract manager
6 •----------------Print Name & Title
7 150 N Sunrise Ave
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Roseville, CA 95747
Mailing Address
FOR ACCOUNTING USE ONLY :
18 Fund : 1000
19 Subclass : 10000
20 ORG : 8910
21 Account: 7355
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Steve Brandau , C irman of the Board
of Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By cl ,n,_', ~~
, Dep ty
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