HomeMy WebLinkAboutAgreement A-23-038 First Amendment with Kofile Technologies Inc..pdf Agreement No. 23-038
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement A-20-442 ("Amendment No. 1") is dated
3 January 24,2023 and is between Kofile Technologies Inc., a Delaware corporation,
4 whose address is 6300 Cedar Springs Road, Dallas, TX 75235 ("Contractor"), and the County of
5 Fresno, a political subdivision of the State of California ("County").
6 Recitals
7 A. On November 3, 2020, the County and the Contractor entered into that certain
8 agreement with Kofile Technologies Inc., which is County Agreement A-20-442 ("Agreement"),
9 for the County's purchase of document digitization and preservation services of records
10 pertaining to the historical meetings of the County's Board of Supervisors("historical records") ,
11 archival-quality storage system for those vital records, and QuickLink Software program for
12 digital indexing of the historical records from the Contractor.
13 B. The Agreement had an initial term of three years, covering November 3, 2020 through
14 November 2, 2023, with two (2) additional consecutive twelve (12) month renewal periods,
15 through and including November 2, 2025.
16 C. In the Agreement, a tentative schedule of services was outlined for each of the five (5)
17 contract years, as follows: Year 1 includes all Ordinances, Indexes to Board of Supervisors
18 Meetings and Minutes to the Meetings, volumes 27-32; Year 2 includes Board of Supervisors
19 Meeting Minutes, volumes 33-77; Year 3 includes Board of Supervisors Meeting Minutes,
20 volumes 78-121; Year 4 includes Board of Supervisors Meeting Minutes, volumes 122-165; and
21 Year 5 includes Board of Supervisors Meeting Minutes, volumes 166-210. To date, all five
22 phases of this tentative schedule have been completed.
23 D. The Contractor has digitized, preserved, and indexed all historical records ahead of the
24 phase schedule as outlined in the Agreement, and all records have been placed in the archival-
25 quality physical storage system pursuant to the Agreement. In that process, however, the
26 Contractor made the County aware of certain unaccounted pages in the historical records that
27 also needed preservation, and the Contractor completed the preservation of these unaccounted
28 pages in the historical records.
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1 E. The County and the Contractor now desire to retroactively amend the Agreement to add
2 the additional services already performed by the Contractor as related to the preservation of
3 such unaccounted pages, and to increase total contract compensation, as provided herein.
4 F. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
5 which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
6 1. Section 6. COMPENSATION/INVOICING.
7 The Agreement's provisions on page 16, lines 3 through 10, are deleted in its entirety and
8 replaced with:
9 "Subsection G. Supplemental Inventory Reconciliation. The County agrees to pay
10 $150,000 for unused pages within the historical records that have been restored, as
11 outlined in Exhibit C— Reconciliation of Work for contracted work for Phase Nos. 3— 5
12 as outlined in the Agreement, attached and incorporated herein by this reference. The
13 parties acknowledge and agree that such services were performed between August
14 2021 and June 2022, and that such performance was efficient. Kofile has agreed to a
15 reduced rate due to this unanticipated condition. A 22% discount has been applied to the
16 preservation services for the supplementary preservation services already rendered.
17 The Contractor shall submit monthly invoices referencing the provided contract
18 number via mail, to the County of Fresno, Department of Internal Services, Attention:
19 Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way, Clovis, CA
20 93612. The County shall pay the Contractor within forty-five (45) days of receipt of an
21 approved invoice. The County shall remit payment to the Contractors address specified
22 in the approved invoice.
23 The total maximum compensation payable to the Contractor during the term of
24 this Agreement is $1,152,124.37. It is understood that all expenses incidental to the
25 Contractor's performance of services under this Agreement shall be borne solely by the
26 Contractor."
27 2. Exhibit C - Reconciliation of Work for Phase Nos. 3— 5, as outlined in the Agreement is
28 added in its entirety.
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1 3. When both parties have signed this Amendment No. 1, the Agreement, and this
2 Amendment No. 1, together constitute the Agreement.
3 4. Section 16 ENTIRE AGREEMENT.
4 The Agreement's provisions on page 22, lines 19-22 of the Agreement are deleted and
5 replaced with the following:
6 "This Agreement constitutes the entire agreement between Contractor and
7 County with respect to the subject matter hereof, and supersedes all previous
8 Agreement negotiations, proposals, commitments, writings, advertisements,
9 publications, and understandings of any nature whatsoever unless expressly included in
10 this Agreement. In the event of any inconsistency in interpreting the documents which
11 constitute this Agreement, the inconsistency shall be resolved by giving precedence in
12 the following order of priority: (1) This Amendment No. 1; (2) Exhibit C; (3) this
13 Agreement without Exhibits A, B, and C; (4) Exhibit A; and (5) Exhibit B.
14 5. The Contractor represents and warrants to the County that:
15 a. The Contractor is duly authorized and empowered to sign and perform its
16 obligations under this Amendment No. 1
17 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
18 authorized to do so and his or her signature on this Amendment No. 1 legally
19 binds the Contractor to the terms of this Amendment No. 1.
20 6. The parties agree that this Amendment No. 1 may be executed by electronic signature
21 as provided in this section.
22 a. An "electronic signature" means any symbol or process intended by an individual
23 signing this Amendment No. 1 to represent their signature, including but not
24 limited to (1) a digital signature; (2) a faxed version of an original handwritten
25 signature; or (3) an electronically scanned and transmitted (for example by PDF
26 document) version of an original handwritten signature.
27 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is
28 deemed equivalent to a valid original handwritten signature of the person signing
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1 this Amendment No. 1 for all purposes, including but not limited to evidentiary
2 proof in any administrative or judicial proceeding, and (2) has the same force and
3 effect as the valid original handwritten signature of that person.
4 c. The provisions of this section satisfy the requirements of Civil Code section
5 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
6 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
7 d. Each party using a digital signature represents that it has undertaken and
8 satisfied the requirements of Government Code section 16.5, subdivision (a),
9 paragraphs (1) through (5), and agrees that each other party may rely upon that
10 representation.
11 e. This Amendment No. 1 is not conditioned upon the parties conducting the
12 transactions under it by electronic means and either party may sign this
13 Amendment No. 1 with an original handwritten signature.
14 7. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
15 all of which together constitute this Amendment No. 1.
16 8. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
17 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
18 effect.
19 [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.
3
KOFILE TECHNOLOGIES, INC. COUNTY OF FRESNO
4
5 �70�1G1f.�?Gl�l/�IDLIj?
Jonathan Mohn(Dec 16,2022 13:37 CST)
6 Jonathan Mohn, President S Q 'n ro, hairman of the Board of
iup is the County of Fresno
7 6300 Cedar Springs Road
Dallas, TX 75235 Attest:
8 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.: 2540
Account No.: 7295
14 Fund No.: 0001
Subclass No.: 10000
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16 Org No.: 8905
Account No.: 7311
17 Fund No.: 1020
Subclass No.:10000
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Exhibit C
Reconciliation of Work for Phase Nos. 3-5, Pursuant to Agt. A-20-442
0 0 . 0 0 z imm
Record Series - • . .
III
173 1970-1970 $ 4,854.35 $ 3,706.00
174 1970-1970 $ 4,460.00 $ 3,312.00
175 1970-1970 $ 4,230.00 $ 3,082.00
176 1970-1970 $ 5,170.00 $ 4,022.00
177 1970-1970 $ 5,460.00 $ 4,312.00
178 1970-1970 $ 5,770.00 $ 4,622.00
179 1970-1971 $ 5,610.00 $ 4,462.00
180 1971-1971 $ 4,550.00 $ 3,402.00
181 1971-1971 $ 4,850.00 $ 3,702.00
182 1971-1971 $ 5,000.00 $ 3,852.00
183 1971-1971 $ 4,860.00 $ 3,712.00
184 1971-1971 $ 5,380.00 $ 4,232.00
185 1971-1971 $ 4,850.00 $ 3,702.00
186 1971-1971 $ 4,880.00 $ 3,732.00
187 1971-1972 $ 4,940.00 $ 3,792.00
188 1972-1972 $ 5,110.00 $ 3,962.00
189 1972-1972 $ 5,040.00 $ 3,892.00
190 1972-1972 $ 5,800.00 $ 4,652.00
191 1972-1972 $ 4,370.00 $ 3,222.00
Minutes
192 1972-1972 $ 4,670.00 $ 3,522.00
193 1972-1972 $ 4,950.00 $ 3,802.00
194 1972-1972 $ 5,700.00 $ 4,552.00
195 1973-1973 $ 4,750.00 $ 3,602.00
196 1973-1973 $ 5,050.00 $ 3,902.00
197 1973-1973 $ 5,370.00 $ 4,222.00
198 1973-1973 $ 4,780.00 $ 3,632.00
199 1973-1973 $ 5,330.00 $ 4,182.00
200 1973-1973 $ 6,950.00 $ 5,802.00
201 1973-1973 $ 4,810.00 $ 3,662.00
202 1973-1973 $ 5,060.00 $ 3,912.00
203 1973-1973 $ 5,170.00 $ 4,022.00
204 1973-1974 $ 5,250.00 $ 4,102.00
205 1974-1974 $ 5,150.00 $ 4,002.00
206 1974-1974 $ 5,580.00 $ 4,432.00
207 1974-1974 $ 4,790.00 $ 3,642.00
208 1974-1974 $ 5,180.00 $ 4,032.00
209 1974-1974 $ 4,820.00 $ 3,672.00
210 1974-1974 $ 5,080.00 $ 3,932.00
RECONCILIATION TOTAL $ 193,624.35 $ 150,000.00
C-1