HomeMy WebLinkAboutA-23-166 First Amendment to Agreement with ConvergeOne.pdf COtj County of Fresno Hall of Records, Room 301
2281 Tulare Street
Fresno,California
601 Board of Supervisors 93721-2198
O� 1$56 0 Telephone: (559)600-3529
FRV,t' Minute Order Toll Free: 1-800-742-1011
www.co.fresno.ca.us
April 11, 2023
Present: 5- Supervisor Steve Brandau, Vice Chairman Nathan Magsig, Supervisor Buddy Mendes,
Supervisor Brian Pacheco, and Chairman Sal Quintero
Agenda No. 34. Internal Services File ID: 23-0255
Re: Approve and authorize the Chairman to execute First Amendment to the Agreement with
ConvergeOne, Inc.for purchase of Cisco networking products and software services, effective upon
execution,with no change to the potential five-year term of February 9, 2021 to February 8, 2026, and
increasing the maximum compensation by$6,000,000 to a total of$15,000,000 to address higher than
anticipated needs
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco, and Quintero
Agreement No. 23-166
County of Fresno Page 38
Agreement No. 23-166
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement A-21-033 ("Amendment No. 1") is dated
3 April 11, 2023 and is between ConvergeOne, Inc., a Minnesota corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On February 91", 2021, the County and the Contractor entered into Agreement A-21-033
8 (hereinafter"Agreement"), for the procurement of Cisco network communication, equipment,
9 hardware, software products, licensing and professional services.
10 B. The Department of Internal Services ("ISD") has identified new projects, including
11 upgrades to cybersecurity, such that increased compensation is required to address these
12 higher than anticipated needs.
13 C. The County and the Contractor now desire to amend the Agreement to increase the total
14 maximum compensation, as provided herein.
15 D. NOW, therefore, for good and valuable consideration, the receipt and adequacy of which
16 is hereby acknowledged, County and Contractor agree as follows:
17 1. Section 6. COMPENSATION/INVOICING, page 5 at lines 11 through 16, is deleted in its
18 entirety and replaced with the following:
19 "The total maximum compensation payable to the Contractor during the initial 3-
20 year term of this Agreement is $13,000,000. In the event a fourth year is added
21 to the term, the total compensation payable to the Contractor is $14,000,000. In
22 the event a fifth year is added to the term, the total compensation payable to the
23 Contractor under this Agreement during the total possible five-year is
24 $15,000,000. In the event the total maximum compensation amount in the Initial
25 Term, fourth year, and/or fifty year is not fully expended, the remaining unspent
26 funding amounts shall roll over to each subsequent term's established maximum
27 compensation. It is understood that all expenses incidental to the Contractor's
28
1
1 performance of services under this Agreement shall be borne solely by the
2 Contractor."
3 2. Section 16. ENTIRE AGREEMENT, page 12 at lines 1 through 4 of the Agreement is
4 delated and replaced with the following:
5 "This Agreement constitutes the entire Agreement between the Contractor and
6 the County with respect to the subject matter hereof and supersedes all previous
7 Agreement negotiations, proposals, commitments, writings, advertisements,
8 publications, and understandings of any nature whatsoever unless expressly
9 included in this Agreement. In the event of any inconsistency in interpreting the
10 documents which constitute this Agreement, the inconsistency shall be resolved
11 by giving precedence in the following order of priority: (1) the text of this
12 Amendment No. 1 (2) the Agreement including Exhibits A through C.
13 3. When both parties have signed this Amendment No. 1, the Agreement, and this
14 Amendment No. 1 together constitute the Agreement.
15 4. The Contractor represents and warrants to the County that:
16 a. The Contractor is duly authorized and empowered to sign and perform its obligations
17 under this Amendment No. 1.
18 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
19 authorized to do so and his or her signature on this Amendment No. 1 legally binds
20 the Contractor to the terms of this Amendment No. 1.
21 5. The parties agree that this Amendment No. 1 may be executed by electronic signature
22 as provided in this section.
23 a. An "electronic signature" means any symbol or process intended by an individual
24 signing this Amendment No. 1 to represent their signature, including but not limited
25 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
26 (3) an electronically scanned and transmitted (for example by PDF document)
27 version of an original handwritten signature.
28
2
1 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
2 equivalent to a valid original handwritten signature of the person signing this
3 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
4 any administrative or judicial proceeding, and (2) has the same force and effect as
5 the valid original handwritten signature of that person.
6 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
7 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
8 2, Title 2.5, beginning with section 1633.1).
9 d. Each party using a digital signature represents that it has undertaken and satisfied
10 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
11 through (5), and agrees that each other party may rely upon that representation.
12 e. This Amendment No. 1 is not conditioned upon the parties conducting the
13 transactions under it by electronic means and either party may sign this Amendment
14 No. 1 with an original handwritten signature.
15 6. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
16 all of which together constitute this Amendment No. 1.
17 7. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
18 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
19 effect.
20 [SIGNATURE PAGE FOLLOWS]
21
22
23
24
25
26
27
28
3
1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
3
CONVERGEONE, INC. COUNTY OF FRESNO
4
5
6 Stephen Monteros, Vice President S I O i tero Chairman of the Board of
Sul s of the County of Fresno
7 10900 Nesbitt Ave S.
Bloomington, MN 55437 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10
By: )CGS
11 Deputy
12 For accounting use only:
13 Org No.: 8905
Account No.: 7311
14 Fund No.: 1020
Subclass No.: 10000
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4