HomeMy WebLinkAboutAgreement A-16-452-2 with Ramco Services, Inc. dba Pacific Water Technologies.pdf-1-
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SECOND AMENDMENT TO AGREEMENT
THIS AMENDMENT, (“Second Amendment”) is made and entered into on September 24,
2019, by and between the County of Fresno, a political subdivision of the State of California,
("COUNTY"), and Blue Tech Water, dba Ramco Services and Pacific Water Technologies, a
California corporation, whose address is 2401 East Orangeburg Ave. #675, Modesto, CA 95355
(“CONTRACTOR”).
WITNESSETH:
WHEREAS, COUNTY and Ramco Services, Inc., dba Pacific Water Technologies,
(“Ramco”) entered into Agreement No. 16-452, dated July 12, 2016, (“Agreement”), pursuant to
which COUNTY contracted with Ramco for chemical treatment services for its HVAC systems at
various County-owned facilities;
WHEREAS, on September 11, 2018, COUNTY, Ramco, and CONTRACTOR entered into
an Assignment of Agreement. The Assignment of Agreement allowed Ramco to assign, transfer,
and delegate all of its rights, benefits, responsibilities, and obligations under the Agreement to
CONTRACTOR for the remainder of the Agreement;
WHEREAS, on September 11, 2018, County and CONTRACTOR entered into First
Amendment (No. 16-452-1) to the Agreement (“First Amendment”). The First Amendment
increased the annual maximum compensation amounts by $50,000, for an annual maximum
compensation amount of $300,000, with a maximum compensation amount of $900,000 for the
first three years, and a maximum compensation amount of $1,500,000 for the entire potential five-
year term of the Agreement. The Agreement and the First Amendment shall be collectively be
referred to in this Second Amendment as “the Agreement, as Amended”;
WHEREAS, on June 11, 2019, the Agreement, as Amended, was extended for an
additional twelve-month period, upon written approval of both parties;
WHEREAS, COUNTY and CONTRACTOR again desire to amend the Agreement, as
Amended, to remove the yearly limitation of amounts payable for services, to allow for more
flexibility in allocating and spending funds throughout the remaining term of the Agreement; and
WHEREAS, in Year 1, $243,837.94 was spent, and a remaining $56,162.06 was budgeted,
Agreement No. 16-452-2
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but unspent, and in Year 2, $249,613.42 was spent, and a remaining $50,386.58 was budgeted,
but unspent. In Year 3, $297,724.33 was spent, and a remaining $2,275.67 was budgeted, but
unspent, but CONTRACTOR has incurred outstanding invoices for services performed pursuant to
the Agreement, as Amended, in the amount of $30,903.09. If this Second Amendment is approved,
$108,824.31 total of previously budgeted, but unspent, funds will be available to pay the
outstanding invoices, and for any future expenses.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, COUNTY and CONTRACTOR agree to further amend the
Agreement, as Amended, as follows:
That portion of Section 5. COMPENSATION/INVOICING, as set forth on page 4 of the
Agreement, beginning on line 20 with the word “Maximum,” and ending on line 25, with the word
“CONTRACTOR,” is hereby deleted, and replaced with the following:
“In no event shall the maximum total compensation payable under this Agreement
exceed $1,500,000 over the entire potential five-year term of this Agreement for
Scheduled and Extra Services. CONTRACTOR shall not undertake any Extra Services
without the advanced written authorization of COUNTY representative. Such Extra
Services are expressly contemplated to include, but are not necessarily limited to, the
addition of other facilities that could not be anticipated at the commencement of this
Agreement. It is understood that all expenses incidental to CONTRACTOR’s
performance of services under this Agreement shall be borne by CONTRACTOR.”
This Second Amendment shall be retroactive to July 12, 2016, so that COUNTY may utilize
funds allocated under the Agreement, as Amended, which had remained from prior contract years.
COUNTY and CONTRACTOR agree that this Second Amendment is sufficient to amend the
Agreement, as Amended, and that upon execution of this Second Amendment, the Agreement, as
Amended, and the Second Amendment shall together constitute the complete Agreement between
the parties.
The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in the Agreement, as Amended, and not amended
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herein, shall remain in full force and effect.
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EXECUTED AND EFFECTIVE as of the date first above set forth .
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CONTRACTOR
Blue Tech Water
2401 E . Orangeburg Ave . #675
Modesto , CA 95355
Org No .: 8935
13 Account No .: 7205
Fund : 1045
14 Subclass : 10000
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By :
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COUNTY OF FRESNO
Nathan Magsig, Chairman of the Board
of Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Su 1sors
County of Fresno, State of California