HomeMy WebLinkAboutAgreement A-21-294 Master Agreement.pdfAMENDMENT IV TO AGREEMENT 1 2 THIS AMENDMENT IV TO AGREEMENT No. P-18-412-Q (Amendment IV) is made and 3 entered into this ___ day of ____ , 2021, by and between COUNTY OF FRESNO, a Political 4 Subdivision of the State of California, Fresno, California ("COUNTY"), and Renew Auto Body & Paint, 5 a California corporation, whose address is 1567 N. Effie St, Fresno, CA 93703 and Greenway Auto 6 Body, a California corporation, whose address is 1497 N. Blackstone, Fresno, CA 93703 (collectively, 7 "CONTRACTORS"). 8 WITNESS ETH: 9 WHEREAS, COUNTY and CONTRACTORs entered into Master Agreement No. P-18-412-Q, 1 O dated August 1, 2018 ("Agreement"), pursuant to which CONTRACTORS agreed to provide accident 11 damage repairs and body parts repairs to COUNTY; 12 WHEREAS, on November 8, 2018, COUNTY and CONTRACTORs entered into AMENDMENT 13 NUMBER ONE (1) ("Amendment I") to increase discount for parts to 10% for Greenway Auto Body's 14 cost list; 15 WHEREAS, on August 11, 2020, COUNTY and CONTRACTORS entered into AMENDMENT 16 NUMBER TWO (2) ("Amendment II"), to increase the Master Agreement by $60,000.00, for a total of 17 $159,999.00; 18 WHEREAS, on January 28, 2021, COUNTY and CONTRACTORs entered into AMENDMENT 19 NUMBER THREE (3) ("Amendment Ill"), for another increase to the Master Agreement by $40,000, for 20 a total of $199,999 due to the increase of accidents; 21 WHEREAS, COUNTY now has a need for additional services for accident damage repairs and 22 body parts repairs; and 23 WHEREAS, COUNTY and CONTRACTORs now desire to amend the Agreement in order to 24 modify the payment terms, increase the maximum contract value, amend the audit provision, add a 25 notice provision, and extend the Master Agreement for another year by mutual written consent of all 26 parties to allow CONTRACTORs to provide such additional services. 27 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which 28 is hereby acknowledged, COUNTY and CONTRACTORs agree as follows: - 1 -10thAugustAgreement No. 21-294
1 1. The paragraph entitled "MAXIMUM" on Page one (1) of the Agreement is 2 deleted in its entirely and replaced with the following: 3 "MAXIMUM: 4 In no event shall compensation paid for services performed under this 5 Agreement exceed Three Hundred Thousand Dollars ($300,000.00)." 6 2. The paragraph entitled "AUDITS AND RETENTION" on Page two (2) of the 7 Agreement is deleted in its entirety and replaced with the following: 8 "Terms and conditions set forth in the agreement associated with the purchased 9 goods are incorporated herein by reference. The CONTRACTOR shall at any time during business 10 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for 11 examination all of its records and data with respect to the matters covered by this Agreement. The 12 CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of 13 such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this 14 Agreement. 15 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR 16 shall be subject to the examination and audit of the California State Auditor for a period of three (3) 17 years after final payment under contract (Government Code Section 8546. 7)." 18 3. The following new Section together with the attached "Attachment B" are added 19 to the Agreement. The language, as follows, is inserted at Page five (5) of the Agreement, after the 20 paragraph entitled, "GOVERNING LAWS": 21 "DISCLOSURE OF SELF-DEALING TRANSACTIONS: 22 This provision is only applicable if the CONTRACTOR is operation as a corporation (a 23 for-profit or non-profit corporation) of if during the term of this Agreement, the CONTRACTOR changes 24 its status to operate as a corporation. 25 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing 26 transactions that they are a party to while CONTRACTOR is providing goods or performing services 27 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR 28 is a party and in which one or more of its directors has a material financial interest. Members of the - 2 -
1 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing 2 and signing a Self-Dealing Transaction Disclosure Form "Attachment B" and submitting it to the 3 COUNTY prior to commencing with the self-dealing transaction or immediately thereafter." 4 4. The following new Section shall be added to the Agreement on Page five (5) of 5 the Agreement, after the paragraph entitled, "DISCLOSURE OF SELF-DEALING TRANSACTIONS": 6 "NOTICES: The persons and their addresses having authority to give and receive notices 7 under this Agreement include the following: 8 9 10 11 COUNTY FRESNO COUNTY SHERIFF'S OFFICE Business Office -Attn: Business Manager 2200 Fresno Street Fresno, CA 93721 CONTRACTOR Renew Auto Body & Paint Attn: CEO 1567 N. Effie St, Fresno, CA 93703 CONTRACTOR Greenway Auto Body Attn: President 1497 N. Blackstone, Fresno, CA 93703 12 Sheriff.Payables@fresnosheriff.org renewfresno@gmail.com Joegreenway62@yahoo.com 13 All notices between the COUNTY and CONTRACTOR provided for or permitted under this 14 Agreement must be in writing and delivered either by personal service, by first-class United States mail, 15 by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by 16 personal service is effective upon service to the recipient. A notice delivered by first-class United States 17 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, 18 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one 19 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, 20 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by 21 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission 22 is completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at 23 the next beginning of a COUNTY business day), provided that the sender maintains a machine record of 24 the completed transmission. For all claims arising out of or related to this Agreement, nothing in this 25 section establishes, waives, or modifies any claims presentation requirements or procedures provided by 26 law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government 27 Code, beginning with section 810). 28 COUNTY and CONTRACTORs agree that this Amendment IV is sufficient to amend the -3 -
1 Agreement as amended, Amendment I, Amendment II, and Amendment Ill, and that upon execution of 2 this Amendment IV, the Agreement as amended, Amendment I, Amendment II, and this Amendment 3 Ill shall together be considered "the Agreement." 4 The parties agree that this Amendment IV may be executed by electronic signature as provided 5 in this section. An "electronic signature" means any symbol or process intended by an individual 6 signing this Amendment to represent their signature, including but not limited to (1) a digital signature; 7 (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and 8 transmitted (for example by PDF document) of a handwritten signature. Each electronic signature 9 affixed or attached to this Amendment IV is deemed equivalent to a valid original handwritten signature 1 O of the person signing this Amendment IV for all purposes, including but not limited to evidentiary proof 11 in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original 12 handwritten signature of that person. The provisions of this section satisfy the requirements of Civil 13 Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 14 Part 2, Title 2.5, beginning with section 1633.1 ). Each party using a digital signature represents that it 15 has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), 16 paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This 17 Amendment IV is not conditioned upon the parties conducting the transactions under it by electronic 18 means and either party may sign this Amendment IV with an original handwritten signature. 19 The Agreement, as amended, is ratified, and continued. All provisions, terms, covenants, 20 conditions, and promises contained in the Agreement as amended, Amendment I, Amendment II, 21 Amendment Ill and Amendment IV, and not amended herein shall remain in full force and effect. 22 23 II 24 25 26 II 27 28 - 4 -
1 EXECUTED AI\/D EFFECTIVE as :of the date -first above.set forth.
2 CONTRACTOR
Renew Auto Body
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8 · 1567 N. Effie St.
· Freisno, CA 93703 9 · Mailing Address
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17 1497 N. Blackstone Ave.
18 · Fresno, CA 93703
l\ilamng Address
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FOR ACCOUNTING -USE ONLY: 22
23 Fund: 0001
24 Subcfas.s: 10000
25 ORG: 31-113229
26 Ace.cunt: 7206
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COUNTY OF FR ~
Steve Branda , Chairman oflhe .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: _...:,,_d L.µ,.-J\,w.., • oi..-1 ~C-.4--1....Jh~:----'---De®
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Attachment B SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). - 6 -
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Date: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): Date: -7----------------------------------------
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Attachment B SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS {1) Enter board member's name, job title (if applicable), and date this disclosure is being made. {2) Enter the board member's company/agency name and address. {3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. {4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). -1 -
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