HomeMy WebLinkAboutAgreement A-23-073 First Amendment to Agreement.pdf Agreement No. 23-073
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 February 28t", 2023 and is between TOPPAN MERRILL, LLC, a Delaware Corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On May 25, 2021, the County and the Contractor entered into the County Voter
8 Information Guide Printing Agreement, which is County agreement number 21-175
9 ("Agreement"), for the printing and formatting of County Voter Information Guide "CVIG"
10 booklets.
11 B. Since May 25, 2021, the County has conducted three (3) County-wide elections
12 (September 14, 2021 Statewide Gubernatorial Recall Election, June 7, 2022 Statewide Primary
13 Election, and November 8, 2022 Statewide General Election), one (1) partial County election
14 (April 5, 2022 Congressional District 22 Special Election), and three (3) smaller jurisdictional
15 elections (June 8, 2021 Parlier Municipal Special Election, November 2, 2021 UDEL Election,
16 and April 12, 2022 Fresno Unified Special Election). Only four (4) of the seven (7) elections
17 were scheduled at the time the Agreement was signed.
18 C. CVIG booklets are required to be mailed to each registered voter for each election per
19 the California Elections Code.
20 D. The CVIG booklet for the November 8, 2022 Statewide General Election included twelve
21 (12) local measures and was over 70 pages in length, and over 620,000 copies were printed.
22 E. Due to the unanticipated major elections conducted during the past eighteen months and
23 the length of the CVIG booklet for the November 8, 2022 Statewide General Election, the
24 County has exceeded the maximum compensation agreed to on May 25, 2021.
25 F. The County and the Contractor now desire to further amend the Agreement to increase
26 the maximum compensation of the Agreement.
27 The parties therefore agree as follows:
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1 1. Section 5 of the Agreement, located on page 3, lines 18 through 21, is deleted in its
2 entirety and replaced with the following:
3 "In no event shall compensation paid for services performed under this
4 Agreement be in excess of One Million Seven Hundred and Fifty Thousand and
5 No/100 Dollars ($1,750,000.00) during the term of this Agreement. It is
6 understood that all expenses incidental to the Contractor's performance of
7 services under this Agreement shall be borne by the Contractor."
8 2. When both parties have signed this Amendment No. 1, the Agreement and this
9 Amendment No. 1 together constitute the Agreement.
10 3. The Contractor represents and warrants to the County that:
11 a. The Contractor is duly authorized and empowered to sign and perform its obligations
12 under this Amendment.
13 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
14 to do so and his or her signature on this Amendment legally binds the Contractor to
15 the terms of this Amendment.
16 4. The parties agree that this Amendment may be executed by electronic signature as
17 provided in this section.
18 a. An "electronic signature" means any symbol or process intended by an individual
19 signing this Amendment to represent their signature, including but not limited to (1) a
20 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
21 electronically scanned and transmitted (for example by PDF document) version of an
22 original handwritten signature.
23 b. Each electronic signature affixed or attached to this Amendment (1) is deemed
24 equivalent to a valid original handwritten signature of the person signing this
25 Amendment for all purposes, including but not limited to evidentiary proof in any
26 administrative orjudicial proceeding, and (2) has the same force and effect as the
27 valid original handwritten signature of that person.
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1 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
2 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
3 2, Title 2.5, beginning with section 1633.1).
4 d. Each party using a digital signature represents that it has undertaken and satisfied
5 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
6 through (5), and agrees that each other party may rely upon that representation.
7 e. This Amendment is not conditioned upon the parties conducting the transactions
8 under it by electronic means and either party may sign this Amendment with an
9 original handwritten signature.
10 5. This Amendment may be signed in counterparts, each of which is an original, and all of
11 which together constitute this Amendment.
12 6. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
13 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
14 effect.
15 [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
TOPPAN MERRILL, LLC COUNTY OF FRESNO
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6 Les ie iarwoodns Sales Manager S I QOiQterA Chairman of the Board of
S is of the County of Fresno
7 1600 North Kraemer Blvd,
Anaheim, CA 92806_ _. Attest:
8 Bernice 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.: 28500600
Account No.: 7295
14 Fund No.:0001
Subclass No.:10000
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