HomeMy WebLinkAboutAgreement A-23-364 Amendment No. 2.pdf Agreement No. 23-364
1 AMENDMENT NO. 2 TO AGREEMENT
2 This Amendment No. 2 to Agreement A-22-063 ("Amendment No. 2") is dated
3 July 18, 2023 and is between Troncore, LLC., a Delaware limited liability company,
4 whose address is 31789 Country View Road, Temecula, California, 92591 ("Contractor"), and
5 the County of Fresno, a political subdivision of the State of California ("County").
6 Recitals
7 A. On October 6, 2020, the County and the Contractor entered into that certain agreement
8 with Troncore, LLC., which is County Agreement No. 20-394 ("Agreement"), for technology
9 security auditing and testing services related to the County's Information Technology network
10 infrastructure, for a base term of three (3) years with the option to extend for two additional
11 consecutive twelvemonth periods, upon the written approval of both parties no later than thirty
12 (30) days prior to the first day of the next twelve-month extension period; and
13 B. On February 22, 2022, the County and the Contractor entered into "First Amendment to
14 Agreement" to increase the maximum compensation under the Agreement from $315,000 to
15 $615,000 to address the County's need for additional services.
16 C. Following the execution of the Agreement and Amendment No. 1 to the Agreement, the
17 County recognized an amplified need for these services to comply with the increasingly
18 stringent Health Insurance Portability and Accountability Act of 1996 ("HIPAA") regulations, and
19 increase the security of the County's Information Technology systems from possible outside
20 intrusions; and
21 D. The County and the Contractor now desire to further amend the Agreement to increase
22 the maximum compensation under the Agreement to address the County's need for additional
23 services, such as further internal and external penetration testing for the County's Information
24 Technology network and infrastructure, to ensure the County has the amenities required to
25 remain HIPAA compliant.
26 Now, therefore, for good and valuable consideration, the receipt and adequacy of which
27 is hereby acknowledged, the County and the Contractor agree as follows:
28
1
1 1. Section 1 of the Agreement as previously amended located on page 1, lines 20-28 and
2 page 2, lines 1-7 is deleted in its entirety, and replaced with the following:
3 "COMPENSATION/INVOICING: County agrees to pay Contractor and
4 Contractor agrees to receive compensation as follows: For each engagement of
5 Contractor's Services, a Statement of Work shall be prepared according to the following
6 rates and approved by the Contract Administrator before work begins:
7 Type of Staff Cost per Hour
8 Principal Consultant $150.00
9 Project Manager $125.00
10
11 Contractor shall submit invoices via email to ISDBusinessOffice(cD-FresnoCountyCA.gov
12 or to the Internal Services Business Office at 333 W. Pontiac Way, Clovis, CA 93612.
13 In no event shall compensation for services performed under this Agreement exceed
14 $747,000 during the total possible five (5) year term of this Agreement. It is understood that
15 all expenses incidental to Contractor's performance of services under this Agreement shall
16 be borne by Contractor."
17 2. Section 16 "ENTIRE AGREEMENT" located on page 18, lines 1-4 is deleted and
18 replaced with the following:
19 "This Agreement constitutes the entire Agreement between the Contractor and
20 the County with respect to the subject matter hereof and supersedes all previous
21 Agreement negotiations, proposals, commitments, writings, advertisements,
22 publications, and understandings of any nature whatsoever unless expressly
23 included in this Agreement. In the event of any inconsistency in interpreting the
24 documents which constitute this Agreement, the inconsistency shall be resolved
25 by giving precedence in the following order of priority: (1) the text of this
26 Amendment No. 2 to Agreement, (2) First Amendment to Agreement, (3) the
27 Agreement and (4) Exhibits A through C of the Agreement."
28
2
1 3. When both parties have signed this Amendment No. 2, the Agreement, Amendment
2 No.1 A-22-063 and this Amendment No. 2 together constitute the Agreement.
3 4. The Contractor represents and warrants to the County that:
4 a. The Contractor is duly authorized and empowered to sign and perform its obligations
5 under this Amendment.
6 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
7 to do so and his or her signature on this Amendment legally binds the Contractor to
8 the terms of this Amendment.
9 5. This Amendment No. 2 may be signed in counterparts, each of which is an original, and
10 all of which together constitute this Amendment No. 2.
11 6. The Agreement as previously amended and here as amended by this Amendment No. 2
12 is ratified and continued. All provisions of the Agreement as previously amended here and not
13 amended by this Amendment No. 2 remain in full force and effect.
14 [SIGNATURE PAGE FOLLOWS]
15
16
17
18
19
20
21
22
23
24
25
26
27
28
3
1 The parties are signing this Amendment No. 2 on the date stated in the introductory
2 clause.
3
Troncore, LLC. COUNTY OF FRESNO
4
5
7uca�.�r�
6 Dustin Fritz, Ge ral Manager Sal in airman of the Board of
Sup iso oft County of Fresno
7 31789 County View Road
Temecula, CA 92591 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10 By: A4"-,Z,
11 Deputy
12 For accounting use only:
13 Org No.: 8905
Account No.: 7295
14 Fund No.: 1020
Subclass No.: 10000
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4