HomeMy WebLinkAboutP-20-533 Amendment 1.pdf P-20-533 Amendment#1
1 FIRST AMENDMENT TO
2 AGREEMENT FOR SPECIALIZED LEGAL SERVICES
3
4 THIS FIRST AMENDMENT TO AGREEMENT FOR LEGAL SERVICES ("First
5 Agreement")is made and entered into this 22nd day of July,2022,by and between the COUNTY
6 OF FRESNO, a political subdivision of the State of California ("COUNTY"), and the law firm
7 of BEST, BEST and KRIEGER, LLP ("ATTORNEY"), whose address is 5955 Granite Lake
8 Drive, Suite 120, Granite Bay, California 95746.
9
10 WITNESSETH:
11 WHEREAS, COUNTY and ATTORNEY entered into that certain Agreement for
12 Specialized Legal Services, dated May 12, 2021 ("Agreement"), for ATTORNEY's provision
13 of specialized legal services to the Deferred Compensation Management Council("COUNCIL")
14 in connection with COUNTY's deferred compensation plan;
15 WHEREAS, COUNCIL has oversight of COUNTY's deferred compensation plan under
16 Section 457 of the Internal Revenue Code ("COUNTY's Deferred Compensation Plan") and of
17 COUNTY's defined contribution plan under Section 401(a) of the Internal Revenue Code
18 ("COUNTY's Defined Contribution Plan");
19 WHEREAS, COUNTY's Director of Human Resources is the Administrator of
20 COUNTY's Deferred Compensation Plan and of COUNTY's Defined Contribution Plan; and
21 WHEREAS, COUNTY and ATTORNEY wish to amend the Agreement, as provided
22 herein, to clarify and confirm certain provisions of the Agreement and to make certain
23 modifications to the Agreement;
24 NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions
25 herein described, the parties hereto agree as follows:
26 1. Section 1 of the Agreement is amended by deleting Section 1 in its entirety, at
27 page 1, line 21 thereof, through page 2, line 8 thereof, and replacing it with the following
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1 provisions of Section 1:
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1. Employment of Attorney: ATTORNEY is retained to provide specialized legal
3 services to advise the COUNTY in connection with any employee benefit matters concerning
4 COUNTY's Deferred Compensation Plan and/or COUNTY's Defined Contribution
5 Plan, as applicable, as may be requested by the COUNTY.
6 A. Scope of Services: From time to time, COUNCIL or the Administrator may
7 request ATTORNEY to perform specialized legal services in connection with any employee
8 benefit matters concerning COUNTY's Deferred Compensation Plan and/or COUNTY's
9 Defined Contribution Plan,as applicable.Upon COUNCIL's or the Administrator's written
10 request to perform such services, and ATTORNEY's written acknowledgment that
11 ATTORNEY will provide such services,ATTORNEY shall perform such services pursuant
12 to the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of
13 this subsection 1.A., in the event of exigent circumstances, COUNCIL or the Administrator
14 may make such request orally, and COUNCIL or the Administrator, and ATTORNEY shall
15 within a reasonable time thereafter document such request for services and acknowledgment
16 thereof.
17 B. Authorization to Proceed with Performing Services: ATTORNEY shall
18 commence performance of legal services upon receiving authorization to proceed with
19 performing services from the COUNCIL or the Administrator."
20 2. Section 3 of the Agreement is amended by deleting the following person from
21 Section 3, at page 3, line 9 thereof:
22 "Janelle S. Rango,Pension Consultant $275.00"
23 3. Section 3 of the Agreement is amended by adding the following persons and
24 provisions to Section 3, at page 3, line 9 thereof:
25 "C. From the effective date of the First Amendment through the remainder of
26 the Agreement:
27 Jeff Chang $650.00
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1 John Wahlin $500.00
2 Isabel Safie $500.00
3 D. From the effective date of the First Amendment through the remainder of
4 the Agreement:
5 The foregoing lawyers in subsections 1.13 and/or LC may, from time to time,
6 consult with such of ATTORNEY's other lawyers on a `limited basis' as ATTORNEY
7 reasonably deems prudent and necessary under the circumstances,and ATTORNEY may
8 also, upon the written approval of COUNCIL or the Administrator, provide additional
9 partners of, or associate lawyers employed by its firm to perform significant services
10 under this Agreement, provided that such additional persons who are consulted or who
11 provide significant services are compensated by COUNTY for performance of tasks
12 under this Agreement at a rate not to exceed each such person's customary billing rate
13 per hour for local governmental entities. Notwithstanding anything stated to the contrary
14 in this paragraph, the term `limited basis,' as provided herein shall mean fifteen (15)
15 hours or less worked by ATTORNEY's lawyers, collectively, other than the lawyers
16 identified in subsections 1.13 and LC, above,per month or fraction thereof."
17 4. Section 3 of the Agreement is amended by deleting lines 20 through 23 of page
18 3, and replacing such provision with the following provision:
19 "In no event shall the maximum amount paid to ATTORNEY as compensation
20 for ATTORNEY's services performed under this Agreement exceed $50,000.00.
21 ATTORNEY shall not be paid for any services or costs above this limit without written
22 modification of this Agreement executed by both parties."
23 5. Section 5 of the Agreement is amended by deleting the first sentence thereof, at
24 page 5, lines 8 through 10 thereof, and replacing such sentence with the following provision:
25 "This Agreement shall be effective October 6, 2020 and shall continue in full
26 force and effect for a term of five (5)years,unless earlier terminated hereunder by either
27 or both parties."
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2 6. Section 8 of the Agreement is amended by deleting subsection 8.C, and replacing
3 it with the following provision:
4 "C. Professional Liability. Professional Liability Insurance with limits of not less than One
5 Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
6 annual aggregate."
7 7. Section 16 of the Agreement is amended by deleting the name and title of
8 COUNTY's officer at page 9, line 22 thereof, and replacing such name and title with the
9 following:
10 "Director of Human Resources"
11 8. The Agreement is amended by adding thereto Section 20, at page 10, after line
12 27:
13 "20. Electronic Signatures. The parties agree that this Agreement, including any
14 amendment hereof, may be executed by electronic signature as provided in this section
15 20.
16 A. An"electronic signature"means any symbol or process intended by an individual
17 signing this Agreement and/or any amendment to this Agreement, to represent their
18 signature, including but not limited to (1) a digital signature; (2) a faxed version of an
19 original handwritten signature; or (3) an electronically scanned and transmitted (for
20 example by PDF document) of a handwritten signature.
21 B. Each electronic signature affixed or attached to this Agreement and/or any
22 amendment to this Agreement (1) is deemed equivalent to a valid original handwritten
23 signature of the person signing this Agreement and/or any amendment to this Agreement
24 for all purposes, including but not limited to evidentiary proof in any administrative or
25 judicial proceeding, and (2) has the same force and effect as the valid original
26 handwritten signature of that person.
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1 C. The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision(b),in the Uniform Electronic Transaction Act(Civil Code,Division
3 3, Part 2, Title 2.5, beginning with section 1633.1).
4 D. Each party using a digital signature represents that it has undertaken and satisfied
5 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
6 through(5), and agrees that each other party may rely upon that representation.
7 This Agreement is not conditioned upon the parties conducting the transactions under it
8 by electronic means and either party may sign this Agreement with an original
9 handwritten signature.
10 COUNTY hereby ratifies and approves the electronic signature of the County
11 official who executed the Agreement."
12 9. This First Amendment may be signed in counterparts, each of which is an
13 original, and all of which together constitute this First Amendment.
14 10. The Agreement as amended by this First Amendment is ratified and continued.
15 All provisions of the Agreement and not amended by this First Amendment remain in full force
16 and effect.
17 11. When both parties have signed this First Amendment, the Agreement and this
18 First Amendment together constitute the Agreement.
19 [SIGNATURE PAGE FOLLOWS]
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1 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
2 executed as of the day and year first above written.
3
4 Best Best& Krieger, LLP COUNTY OF FRESNO
5 Digitally signed by Gary
Gary Cornuelle Cornuelle
Date:2022.07.22 15:20:11
6 By -07'00'
ell
7 Jeff Chang Gary Cornuelle,
8 Purchasing Manager
9
10 For Accounting Use Only:
11 ORG: 89250200
12 FUND: 1060
ACCOUNT: 7295
13 SUBCLASS: 10000
14 File No. A-20-1589
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