HomeMy WebLinkAboutAgreement A-23-392 First Amendment to Fujitsu Agreement (2).pdf Agreement No. 23-392
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment to Service Agreement is dated August 8, 2023 and is between
3 Fujitsu North America, Inc., a California corporation whose address is 350 Cobalt Way,
4 Sunnyvale, CA 94085 ("Contractor"), and the County of Fresno, a political subdivision of the
5 State of California ("County"), also collectively referred to as "the Parties."
6 Recitals
7 A. On September 7, 2021, the County and the Contractor entered into County Agreement
8 number A-21-363 ("Agreement"), with Fujitsu America, Inc., for services relating to the
9 conversion of the County's Property Management Information System (PMIS) from the previous
10 mainframe COBOL infrastructure to a .NET environment. The Agreement is for a maximum
11 term of three years.
12 B. On April 1, 2022, the operations of Fujitsu America, Inc. became a part of the operations
13 for Contractor. As a result, Fujitsu America, Inc. has assigned, transferred, and delegated all of
14 its rights, benefits, responsibilities, and obligations under this Agreement to the Assignee,
15 Contractor has accepted the assignment, transfer, and delegation of the Fujitsu America, Inc.'s
16 rights, benefits, responsibilities, and obligations under the Agreement.
17 C. Following the execution of the Agreement, the County recognized needs for increased
18 software testing time and additional services that fell outside the scope of work. These
19 additional services include an increasing in defect and bug fixes, additional prep work, as well
20 as an increase in the number of screens, or outputs, required for complete conversion from
21 changes to the original scope.
22 D. The County and Contractor now desire to amend the Agreement to increase
23 compensation for additional service needs.
24 The Parties therefore agree as follows:
25 1. Contractor acknowledges that it has received and reviewed the Agreement, and accepts
26 this Amendment No. 1.
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1 2. Contractor and the County acknowledge that all payments by the County prior to April 1,
2 2022, were paid to the order of Fujitsu America, Inc. and all payments made after April 1, 2022,
3 have been paid to the Contractor. All future expenses will continue being paid to the Contractor.
4 3. Section 6, Subsection B ā"COMPENSATION AND INVOICING: ADDITIONAL
5 SERVICES" of the Agreement, lines 14 through 26 on page 5, is deleted in its entirety and
6 replaced with the following:
7 "Additional or supplemental services may be approved in writing by the County
8 and Contractor. The total aggregate cost for those additional services shall not
9 exceed $1,000,000.
10 The Contractor shall submit an invoice for each payment milestone referencing
11 the provided contract number via electronic mail, to the County of Fresno,
12 Department of Internal Services, at ydbusinessoffice(a)-fresnocountyca.gov. The
13 County shall pay the Contractor within forty-five (45) days of an invoice. The
14 County shall remit payment to the Contractor's address specified in the approved
15 invoice.
16 The total maximum compensation payable to the Contractor during the term of
17 this Agreement is $4,152,108. All expenses incidental to the Contractor's
18 performance of services under this Agreement shall be borne solely by the
19 Contractor.
20 The Parties agree that all payments by the County as of April 1, 2022 were
21 appropriately made to Fujitsu America, Inc., and the County has fully satisfied all
22 obligations to Fujitsu America Inc. Furthermore, as of April 2, 2022, all payments
23 by the County for services under the Agreement have been and continue to be
24 made to Fujitsu North America, Inc. Fujitsu America releases and waives claim to
25 any payments under the Agreement after that date."
26 4. Section 18 ā"ENTIRE AGREEMENT" of the Agreement, lines 3 through 9 on page 13, is
27 deleted and replaced with the following:
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1 "This Agreement constitutes the entire Agreement between the Contractor and
2 the County with respect to the subject matter hereof and supersedes all previous
3 Agreement negotiations, proposals, commitments, writings, advertisements,
4 publications, and understandings of any nature whatsoever unless expressly
5 included in this Agreement. In the event of any inconsistency in interpreting the
6 documents which constitute this Agreement, the inconsistency shall be resolved
7 by giving precedence in the following order of priority: (1) the text of this
8 Amendment No. 1; (2) the Agreement without Exhibits A through C; and (3)
9 Exhibits A through C."
10 5. When both parties have signed this Amendment No. 1, the Agreement, and this
11 Amendment No. 1 together constitute the Agreement.
12 6. The Contractor represents and warrants to the County that:
13 a. The Contractor is duly authorized and empowered to sign and perform its obligations
14 under this Amendment No. 1.
15 b. The individual signing this Amendment No.1 on behalf of the Contractor is duly
16 authorized to do so and his or her signature on this Amendment No. 1 legally binds
17 the Contractor to the terms of this Amendment No. 1.
18 7. The parties agree that this Amendment No. 1 may be executed by electronic signature
19 as provided in this section.
20 a. An "electronic signature" means any symbol or process intended by an individual
21 signing this Amendment No. 1 to represent their signature, including but not limited
22 to (1) a digital signature; or (2) an electronically scanned and transmitted (for
23 example by PDF document) version of an original handwritten signature.
24 b. Each electronic signature affixed or attached to this Amendment No. 1: (1) is
25 deemed equivalent to a valid original handwritten signature of the person signing this
26 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
27 any administrative or judicial proceeding, and (2) has the same force and effect as
28 the 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 No. 1 is not conditioned upon the parties conducting the
8 transactions under it by electronic means and either party may sign this Amendment
9 No. 1 with an original handwritten signature.
10 8. This Amendment No.1 may be signed in counterparts, each of which is an original, and
11 all of which together constitute this Amendment No. 1.
12 9. 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.
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FUJITSU NORTH AMERICA, INC. COUNTY OF FRESNO
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5 Dw iā11lGhl'I'la`1
man(Jun 30,2023 14J2 CDT;
6 Duane Wichman, Sr. Commercial Director Sal Q int ro, airman of the Board of
So 'erviso e County of Fresno
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350 Cobalt Way Attest:
8 Sunnyvale, CA 94085 Bernice E. 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.: 8905
Account No.: 7311
14 Fund No.: 1020
Subclass No.: 10000
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