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HomeMy WebLinkAboutAgreement A-22-426 Amendment with CSU Fresno Foundation RD Consult.pdf Agreement No. 22-426 1 AMENDMENT I TO AGREEMENT 2 THIS FIRST AMENDMENT TO AGREEMENT (hereinafter "Amendment") is made and entered 3 into this 20th day of September 2022, by and between COUNTY OF FRESNO, a Political 4 Subdivision of the State of California, Fresno, California (hereinafter"COUNTY"), and California State 5 University, Fresno Foundation, a California Non-Profit Corporation, whose address is 4910 North 6 Chestnut Avenue, Fresno, California 93726, hereinafter referred to as "CONTRACTOR". 7 WITNESSETH: 8 WHEREAS, COUNTY and CONTRACTOR entered into Agreement number A-21-478, dated 9 the 16th of November 2021 (hereinafter"Agreement"), pursuant to which CONTRACTOR agreed to 10 continue to provide Registered Dietician consultation services for COUNTY's NEOP program it began 11 providing pursuant to County Agreement Number A-21-010; and 12 WHEREAS, COUNTY and CONTRACTOR now desire to retroactively amend the Agreement 13 in order to adjust annual budget amounts to reflect year one actuals and carryover unspent funds from 14 year one to year two; and 15 WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement regarding 16 changes as stated below and restate the Agreement in its entirety. 17 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of 18 which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: 19 1. That all references in Agreement to "Revised Exhibit A2" shall be changed to 20 read "Revised Exhibit A-3". Revised Exhibit A-3 is attached hereto and incorporated herein by this 21 reference. 22 2. That Paragraph Three (3) — Compensation/Invoicing, of the Agreement, on 23 Page Two (2), and ending on Page Three (3), Line Sixteen (16) with the word "claims" shall be deleted 24 in its entirety and replaced with the following: 25 "3. COMPENSATION-INVOICING: 26 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive 27 compensation as described in Revised Exhibit A-3, attached hereto and incorporated herein by this 28 reference. - 1 - 1 For the period beginning January 12, 2021 through September 30, 2021, in no 2 event shall actual services performed be in excess of Two Thousand and No/100 Dollars ($2,000.00). 3 For the first extension period beginning October 1, 2021 through September 30, 4 2022, in no event shall actual services performed be in excess of Twenty-Five Thousand and No/100 5 Dollars ($25,000.00). 6 For the second possible one-year extension period beginning October 1, 2022 7 through September 30, 2023, in no event shall actual services performed be in excess of Thirteen 8 Thousand Five Hundred and No/100 Dollars ($13,500.00). 9 In no event shall services performed under this Agreement be in excess of Forty 10 Thousand Five Hundred and No/100 Dollars ($40,500.00) during the total term of this Agreement. It is 11 understood that all expenses incidental to CONTRACTOR'S performance of services under this 12 Agreement shall be borne by CONTRACTOR. 13 A. Payments by COUNTY shall be in arrears, for services provided during 14 the preceding month, within forty-five (45) days after receipt and verification of CONTRACTOR's 15 invoices by COUNTY's Department of Public Health. If CONTRACTOR should fail to comply with any 16 provision of this Agreement, COUNTY shall be relieved of its obligation for further compensation. 17 B. COUNTY shall not be obligated to make any payments under this 18 Agreement if the request for payment is received by the COUNTY more than forty-five (45) days after 19 this Agreement has terminated or expired. 20 C. CONTRACTOR shall be held financially liable for any and all future 21 disallowances/audit exceptions due to CONTRACTOR's deficiency discovered through the State audit 22 process. At COUNTY's election, the disallowed amount will be remitted within forty-five (45) days to 23 COUNTY upon notification or shall be withheld from subsequent payments to CONTRACTOR. 24 D. CONTRACTOR shall submit monthly invoices, by the thirtieth (30th) 25 day of each month for the prior month's services, e-mailed to the County of Fresno, Department of 26 Public Health, HPW NEOP program, Attention: HPW-NEOP — NEOP Staff Analyst @ 27 DPHBOAP(cDfresnocountyca.gov or addressed to the County of Fresno, Department of Public Health, 28 - 2 - 1 HPW NEOP program, P.O. Box 11867, Fresno, CA 93755-1800, Attention: HPW NEOP Staff Analyst. 2 Invoices shall detail services specified in Revised Exhibit A-3. The total to be paid by the County to 3 the Contractor shall be at Contractor's standard hourly rate ($100 per hour) in exchange for the 4 professional and/or technical services described in Revised Exhibit A-3. Travel expenditures shall be 5 cost reimbursable based on Revised Exhibit A-3 and will provide copies of mileage claims with 6 invoice. No reimbursement for services shall be made until invoices are received, reviewed, and 7 approved by COUNTY's Department of Public Health." 8 COUNTY and CONTRACTOR agree that this First Amendment is sufficient to amend the 9 Agreement, and that upon execution of this First Amendment, the Agreement and this First 10 Amendment together shall be considered the Agreement. 11 The parties agree that this First Amendment may be executed by electronic signature as 12 provided in this section. An "electronic signature" means any symbol or process intended by an 13 individual signing this Amendment to represent their signature, including but not limited to (1) a digital 14 signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and 15 transmitted (for example by PDF document) of a handwritten signature. Each electronic signature 16 affixed or attached to this Amendment (1) is deemed equivalent to a valid original handwritten 17 signature of the person signing this Amendment for all purposes, including but not limited to 18 evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as 19 the valid original handwritten signature of that person. The provisions of this section satisfy the 20 requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act 21 (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital 22 signature represents that it has undertaken and satisfied the requirements of Government Code 23 section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely 24 upon that representation. This Amendment is not conditioned upon the parties conducting the 25 transactions under it by electronic means and either party may sign this Amendment with an original 26 handwritten signature. 27 The Agreement, as hereby amended, is ratified and continued. All provisions, terms, 28 covenants, conditions, and promises contained in the Agreement and not amended herein shall - 3 - 1 remain in full force and effect. This Amendment shall become effective retroactively to January 12, 2 2021. 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 /// - 4 - ii DocuSign Envelope ID:33C5321 E-045E-4EBB-88A3-6117C1 CECC58 1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment I as of the day and 2 year first hereinabove written. 3 4 CALIFORNIA STATE UNIVERSITY, COUNTY OF FRESNO FRESNO FOUNDATION 5 5AkfS ocuSigned by: J 6 Wf�(�ft I (A uthorize Ignature) Brian Pacheco, 7 James Marshall, Ph.D Chairman of the Board of Supervisors of 8 Dean, Division of Research and Graduate Studies the County of Fresno Print Name &Title 9 12/13/2021 10 Date DocuSigned by: 11 12 (A nature) 13 Keith Kompsi Director-Foundation Financial Services 14 Print Name & Title 15 12/13/2021 16 Date 17 Mailing Address: ATTEST: 18 4910 N, Chestnut Bernice E. Seidel Fresno, CA 93726 Clerk of the Board of Supervisors 19 County of Fresno, State of California 20 2 By. 1 Deputy 22 FOR ACCOUNTING USE ONLY: 23 Fund/Subclass: 0001/10000 24 Organization: 56201662 Account: 7295 25 26 27 28 -5 - REVISED EXHIBIT A-3 Registered Dietician Consultation Services Budget Year 1 Year II Year III Jan. 12,2021 - Oct.01,2021 - Oct. 01, 2022 - Sept. 30, 2021 Sept.30,2022 Sept. 30, 2023 Consultation Fee (face-to-face,virtual,telephone,e-mail) _ $ 100 per hour rate/# hours *No charge for fringe benefits, operating expenses, equipment expenses. Observations: • Perform 10 nutrition education, observations per $350 $10,000 $5,000 year, of NEOP staff conducting a NEOP community activity in the field. Analysis summary report required for all field observations. Observation template will be provided. Activities/Meetings RD responsible for: • NEOP Meetings — 10, one-hour meetings, per $50 $2,500 $2,500 year, provided to the community on nutrition education; consultation with NEOP staff via phone or email on nutrition education technical questions as needed. Average meeting size range varies from 5-15 attendees composed primarily of community members, County NEOP staff, and/or County NEOP subcontractor staff. • Review of program updates related to objectives/tasks set by the grant and provide $500 $500 $500 recommendations as needed and requested by the County NEOP staff. • Coordinate RD student internship placements with $- $3,000 $3,000 the NEOP program to help with community Policy, System, and Environmental projects, days of action, and nutrition education. Trainings • Conduct 10, one-hour, trainings, per year, to $- $7,000 $1,500 discuss and plan future activities and events of NEOP staff and NEOP subcontractors. Audience comprised of NEOP staff and NEOP subcontractor staff. • Attend 2 to 5 virtual or in person obesity or $1,100 $1,500 $500 APHA, USDA or CDPH NEOP meetings or trainings as appropriate to learn standard USDA guidance and program standards to train and inform NEOP staff and NEOP subcontractors. Travel The rate of reimbursement will be 57.5 cents maximum $- $500 $500 per mile (ex. 25 miles x .575 = $14.38) based on the approved state rate for the respective year Total $2,000 $25,000 $13,500 *Fringe benefits, operating expenses, and equipment expense charges are not allowable items to charge for.