HomeMy WebLinkAboutOn file with Clerk - First Amendment to Agreement A-18-650 with Integrated.pdf 1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 October 25, 2022 and is between NOBICO INC. dba Integrated Electronics, a California
4 corporation, whose address is 2576 N. Bundy Drive, Fresno, CA 93727("Contractor"), and the
5 County of Fresno, a political subdivision of the State of California ("County").
6 Recitals
7 A. On November 6, 2018, the County and the Contractor entered into agreement for Alarm
8 Maintenance, Repair, Inspection, and Monitoring for Notifier Systems, which is County
9 agreement No. A-18-650 ("Agreement"), for alarm maintenance, repair, inspection, and
10 monitoring services. The County's demand for these services has increased since the parties
11 entered into the Agreement, and to provide for such increased services, the County and the
12 Contractor now desire to amend the Agreement to increase the total compensation under the
13 Agreement.
14 B. The Agreement had an initial term of three (3) years, which may be extended for two (2)
15 additional one (1) year periods, upon the written approval of both parties. On September 14,
16 2021, the parties agreed to extend the Agreement for an additional one (1) year period, to
17 expire on November 6, 2022. By way of this Amendment No. 1, the parties now wish to and
18 agree to extend the Agreement for the second additional one (1) period, to expire on November
19 6, 2023.
20 C. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
21 which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
22 1. This Amendment No. 1 shall serve as the second one-year extension of the Agreement
23 through November 6, 2023, in accordance with the Agreement, as amended herein.
24 2. Section V. COMPENSATION/INVOICING, page 4, lines 8 through 22, of the Agreement
25 is deleted and replaced with the following:
26 "In no event shall compensation for services performed under this Agreement
27 exceed two hundred forty-seven thousand eight hundred sixty dollars ($247,860), for the
28 specified inspection and maintenance services for the initial three (3) year term of this
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1 Agreement. In no event shall compensation for services performed under this
2 Agreement exceed eighty-two thousand six hundred twenty dollars ($82,620), for the
3 specified inspection and maintenance services for each of the two (2) potential one (1)
4 year extensions of this Agreement. In no event shall compensation for additional
5 services performed under this Agreement, which may include but are not limited to,
6 emergency services, repairs, installations, upgrades, replacements, and the purchase of
7 products ("Additional Services"), exceed five hundred eighty-six thousand nine hundred
8 dollars ($586,900)for the entire potential five (5) year term of this agreement. Additional
9 Services shall be provided at the rates set forth in Attachment "B." The maximum
10 expenditure under this Agreement for the potential five (5) year term shall not exceed
11 one million dollars ($1,000,000). It is understood that all expenses incidental to
12 Contractor's performance of services under this Agreement shall be borne by
13 Contractor.
14 Contractor shall invoice County for inspection and maintenance services
15 individually by facility upon completion of each service at each facility. Contractor shall
16 submit invoices, via email, to ISDSecurityDivisionlnvoices@fresnocountyca.gov. The
17 terms of payment under this Agreement shall be Net-forty-five (45) days commencing
18 upon the receipt of an approved invoice by the County."
19 3. Section XV ENTIRE CONTRACT, page 9, line 23 through page 10, line 1, of the
20 Agreement is deleted and replaced with the following
21 "This Agreement constitutes the entire agreement between Contractor and County with
22 respect to the subject matter hereof and supersedes all previous Agreement
23 negotiations, proposals, commitments, writings, advertisements, publications, and
24 understandings of any nature whatsoever unless expressly included in this Agreement.
25 In the event of any inconsistency in interpreting the documents which constitute this
26 Agreement, the inconsistency shall be resolved by giving precedence in the following
27 order of priority: (1) the text of this Amendment No. 1 (2) the Agreement (excluding
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1 Attachments "A" and "B"); (3)Attachment "A" (County's Request for Quotation 18-061
2 ("RFQ")); and (4) Attachment "B" (Contractor's Response to the RFQ).
3 4. When both parties have signed this Amendment No. 1, the Agreement and this
4 Amendment No. 1 together constitute the Agreement.
5 5. The Contractor represents and warrants to the County that:
6 a. The Contractor is duly authorized and empowered to sign and perform its obligations
7 under this Amendment No. 1.
8 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
9 authorized to do so and his or her signature on this Amendment No. 1 legally binds
10 the Contractor to the terms of this Amendment No. 1.
11 6. The parties agree that this Amendment No. 1 may be executed by electronic signature
12 as provided in this section.
13 a. An "electronic signature" means any symbol or process intended by an individual
14 signing this Amendment No. 1 to represent their signature, including but not limited
15 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
16 (3) an electronically scanned and transmitted (for example by PDF document)
17 version of an original handwritten signature.
18 b. Each electronic signature affixed or attached to this Amendment No. 1 is deemed
19 equivalent to a valid original handwritten signature of the person signing this
20 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
21 any administrative or judicial proceeding, and (2) has the same force and effect as
22 the valid original handwritten signature of that person.
23 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
24 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
25 2, Title 2.5, beginning with section 1633.1).
26 d. Each party using a digital signature represents that it has undertaken and satisfied
27 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
28 through (5), and agrees that each other party may rely upon that representation.
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1 e. This Amendment No. 1 is not conditioned upon the parties conducting the
2 transactions under it by electronic means and either party may sign this Amendment
3 No. 1 with an original handwritten signature.
4 7. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
5 all of which together constitute this Amendment No. 1.
6 8. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
7 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
8 effect.
9 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
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NOBICO, INC. dba Integrated Electronics COUNTY OF FRESNO
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6 Norm Dimick, President/CEO Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
7 Nobico Inc. dba Integrated Electronics
2576 N. Bundy Drive Attest:
8 Fresno, CA 93727 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By:
11 Deputy
12 For accounting use only:
13 Org No.: 8970
Account No.: 7205
14 Fund No.: 1035
Subclass No.: 10000
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