HomeMy WebLinkAboutAgreement A-23-335 Amendment IV with Two Q Inc..pdf Agreement No. 23-335
1 AMENDMENT NO. 4 TO AGREEMENT
2 This Amendment No. 4 to Agreement ("Amendment No. 4") is dated
3 20 June, 2023 and is between Two Q. Inc, a California corporation ("CONTRACTOR"),
4 and the County of Fresno, a political subdivision of the State of California ("COUNTY").
5 Recitals
6 A. On May 8', 2018, COUNTY and CONTRACTOR entered into Agreement, which is
7 County agreement number 18-252 ("Agreement"), for full-service advertising and media
8 communications services to improve the Department of Public Health's (DPH) public education
9 and engagement campaigns and to influence positive changes in the health and well-being of
10 Fresno County residents.
11 B. On March 261", 2019, COUNTY and CONTRACTOR entered into Amendment I to
12 Agreement to provide similar services for Phase I of the Department of Public Works and
13 Planning's Environmental Compliance Center neighborhood outreach.
14 C. On February 23rd, 2021, COUNTY and CONTRACTOR entered into Amendment II to
15 Agreement to increase the maximum compensation to accommodate further full-service
16 advertising and media communications, as part of a statewide engagement campaign targeted
17 to support efforts under the Black Infant Health program and to improve DPH's public education
18 and engagement campaigns to influence positive changes in the health and well-being of
19 Fresno County residents related to the COVID-19 pandemic and the pending COVID-19
20 vaccination campaign.
21 D. On February 22r'1, 2022, COUNTY and CONTRACTOR entered into Amendment III to
22 Agreement to increase the maximum compensation to support increased efforts in encouraging
23 public health awareness including enhanced COVID vaccination campaigns, health equity
24 participation, and smoking cessation campaigns; to clarify CONTRACTOR's remediation rights
25 in the event of late payment or breach of contract on the part of the COUNTY, intellectual
26 property rights for creative materials, insurance language, noticing of COUNTY and
27 CONTRACTOR and the option of Electronic Signature of the Agreement and any future
28 amendments.
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1 E. COUNTY, through its DPH, desires to complete essential public education and
2 engagement campaigns in progress and regularly scheduled for the second half of the calendar
3 year, beyond the current term of the Agreement, with no change to the maximum compensation
4 of Six Million Eight Hundred Ninety-Seven Thousand Two Hundred Twenty-Three and No/100
5 Dollars ($6,897,223.00)for the Agreement.
6 F. COUNTY is seeking a new multidepartment agreement for media and mass
7 communications services that will not be executed in time to implement the desired public
8 education and engagement campaigns.
9 G. COUNTY and CONTRACTOR now desire to further amend the Agreement to extend the
10 Agreement term for an additional nine (9) months, July 1, 2023 through March 31, 2024 to
11 continue advertising and media communications services needed to complete the desired public
12 education and engagement campaigns without interruption during the transition period.
13 The parties therefore agree as follows:
14 1. Section Three (3) of the Agreement, "TERM," located at Page Two (2), beginning on line
15 Seventeen (17) with the word "The" is amended to add the following as a new paragraph after
16 the paragraph ending on line Twenty-Four (24) with the word "performance.":
17 "After the last day of the final twelve (12) month extension period, the term of this
18 Agreement shall be extended for a consecutive nine (9) month period, July 1,
19 2023 through March 31, 2024."
20 2. Section Five (5) of the Agreement, "COMPENSATION/INVOICING," Subsection C, [as
21 previously amended] located at Page Four (4) of the Agreement, beginning on line Eighteen
22 (18) with the word "For" and ending on line Twenty-Four (24) with the word "CONTRACTOR"
23 and Page Two (2) of Amendment III, beginning on line Eighteen (18) with the word "For" and
24 ending on Page Three (3) line Five (5) with the word "CONTRACTOR" is deleted in its entirety
25 and replaced with the following:
26 "For the period commencing upon execution through and including June 30,
27 2019, in no event shall services performed under this Agreement be more than
28 Nine Hundred Eighty Thousand and No/100 Dollars ($980,000.00). For the
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1 period July 1, 2019 through June 30, 2020, in no event shall services performed
2 under this Agreement exceed Seven Hundred Thousand and No/100 Dollars
3 ($700,000.00). For the period July 1, 2020 through June 30, 2021, in no event
4 shall services performed under this Agreement exceed One Million Seven
5 Hundred Six Thousand Seven Hundred Forty-One and No/100 Dollars
6 ($1,706,741.00). For the period July 1, 2021 through June 30, 2022, in no event
7 shall services performed under this Agreement exceed Two Million Sixty-Seven
8 Thousand Seven Hundred Forty-One and No/100 Dollars ($2,067,741.00). For
9 the period of July 1, 2022 through March 31, 2024, in no event shall services
10 performed under this Agreement exceed One Million Four Hundred Forty-Two
11 Thousand Seven Hundred Forty-One and No/100 Dollars ($1,442,741.00).
12 In no event shall services performed under this Agreement be more than Six
13 Million Eight Hundred Ninety-Seven Thousand Two Hundred Twenty-Three and
14 No/100 Dollars ($6,897,223.00) during the entire term of this Agreement. It is
15 understood that all expenses incidental to CONTRACTOR's performance of
16 services under this Agreement shall be borne by CONTRACTOR."
17 3. When both parties have signed this Amendment No. 4, the Agreement, Amendment I,
18 Amendment II, Amendment III and this Amendment No. 4 together constitute the Agreement.
19 4. CONTRACTOR represents and warrants to COUNTY that:
20 a. CONTRACTOR is duly authorized and empowered to sign and perform its obligations
21 under this Amendment.
22 b. The individual signing this Amendment on behalf of CONTRACTOR is duly
23 authorized to do so and his or her signature on this Amendment legally binds
24 CONTRACTOR to the terms of this Amendment.
25 5. This Amendment may be signed in counterparts, each of which is an original, and all of
26 which together constitute this Amendment.
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1 6. The Agreement as previously amended and as amended by this Amendment No. 4 is
2 ratified and continued. All provisions of the Agreement as previously amendment and not
3 amended by this Amendment No. 4 remain in full force and effect.
4 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 4 on the date stated in the introductory
2 clause.
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TWO Q., Inc. COUNTY OF FRESNO
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6 Jan Olvera aj s, President Sa ui ter, , C airman of the Board of
Sup o e County of Fresno
7 75 9 N Wilson A Ste. 103
Fresno, CA 93711 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By: '
11 4De )uty
12 For accounting use only:
13 Org No.: 5620
Account No.: 7295
14 Fund No.: 0001
Subclass No.: 10000
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