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Home My WebLink AboutAgreement A-12-334-1 with McWilliams Mailliard Group.pdfAGREEMENT NO.12-334-1 AMENDMENT I TO AGREEMENT THIS AMENDMENT TO AGREEMENT is made and entered into this \^day of "3i>cm , 2015, by and between the COUNTY OF FRESNO,a Political Subdivision of the State of California,hereinafter referred to as "COUNTY",and McWilliams Mailliard Technology Group,Inc. a California Profit corporation,whose address is 1870 Jackson Street,Suite 704,San Francisco,CA 94109,hereinafter referred to as "CONTRACTOR". WITNESSETH: WHEREAS,the parties entered into that certain Agreement,identified as County Agreement No.12-334, effective July 25, 2012,hereinafter referred to as "Agreement", pursuant to which CONTRACTOR agreed to provide Internet technology solutions through its third party software,and human services software applications created specifically for the Aging Network;and WHEREAS,the parties desire to amend Agreement No.12-334 regarding changes as stated below and restate the Agreement in its entirety. NOW,THEREFORE,in consideration of their mutual promises covenants and conditions,hereinafter set forth,the sufficiency of which is acknowledged,the parties agree as follows: 1.That existing COUNTY Agreement No.12-334 shall be amended by deleting in its entirety Section 8.1 on Page Six (6),and inserting the following in its place: "8.1 TERM This Agreement shall become effective on the 25th of July,2012 and shall terminate on June 30,2016,with invoicing submitted no later than September 30,2016." 2.That existing COUNTY Agreement No.12-334,Section 8.2 Renewal shall be deleted in its entirety. 3.That all references in existing COUNTY Agreement No.12-334 to "Exhibit I"shall be changed to read "Revised Exhibit I"attached hereto and incorporated herein by this reference. 4.That existing COUNTY Agreement No.12-334 shall be amended by adding COUNTY Ol<'l-RKS\() Fresno.CA section 10.7,to section 10,on Page Nine (9), to read in its entirety as follows: "10.7 DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for- profit or non-profit corporation)or if during the term of this agreement,the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR'S Board of Directors shall disclose any self- dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this agreement.A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a partyand in which one or more of itsdirectors has a material financial interest.Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form,attached hereto as Exhibit J and by this reference incorporated herein, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter." 5. This Amendment I to Agreement shall become effective upon execution by the parties.COUNTY and CONTRACTOR agreethat this Amendment I is sufficient to Amend the Agreement and,that upon execution of this Amendment I,the Agreement and Amendment together shall be considered the Agreement,as hereby amended,is ratified and continued.All provisions,terms,covenants,conditions and promises contained in the Agreement and not amended herein shall remain in full force and effect. /// /// /// /// /// /// /// /// COUNTY OFFRFSNO Fresno,CA IN WITNESS WHEREOF,the parties hereto have executed this Amendment Agreement as of the day and year first hereinabove written. ATTEST: to CONTRACTOR: McWilliams Mailliard Technology Group,Inc. By:'HMMA President and Secretary McWilliams Mailliard Technology Group,Inc. Mailing Address/Phone: McWilliams Mailliard Technology Group,Inc Antoinette Mailliard 1870 Jackson Street,Ste #107 San Francisco,CA 94109 Phone:415-771-3452 E-mail:amaillard@mmtg.com COUNTY OF FRESNO KkAkkkj Deborah A.Poochigian,Chairrpjan Board of Supervisors By: BERNICE E.SEIDEL,Clerl Board of Supervisors *v PLEASE SEE ADDITIONAL SIGNATURE PAGE ATTACHED (.<>l'NTY(>l-l-RI.SNi > Fresno.C \ 1 APPROVED AS TO LEGAL FORM: 2 DANIEL C. CEDERBORG, COUNTY COUNSEL 3 4 By:~~~~~~~~~~~----- 5 6 7 APPROVED AS TO ACCOUNTING FORM: 8 VICKI CROW, C.P.A., AUDITOR-CONTROLLER/ TREASURER-TAX COLLECTOR 9 10 11 By: (),u~ 12 13 14 REVIEWED AND RECOMMENDED FOR APPROVAL: 15 16 17 By: ~~~~~."WI.-~f.::::P::..::..:.._" ____ _ 18 19 20 21 22 FOR ACCOUNTING USE ONLY: Fund/Subclass: 0001/10000 23 Organization: 56108550 Account/Program: 7294/0 24 25 26 DEN:pv 27 28 -4 -COUNTY 01' I'RI·:SNO I 'rcsno, C;\ REVISED EXHIBIT I Budgets Fresno County FY -2012-13, 2013-14, 2014-15 and 2015-16 FRESNO COUNTY 2012-13 Description Units Price Amount Subscription Software Subscription Fee-AACTS. $165/qtr per user, payable in advance quarterly, based on highest number of users during billing period. Adjustments may be made in arrears. Four Quarters: Oct-Dec 2012, Jan-Mar, Apr-June, July-Sept 2013. (July- Sept qtr. payable by June 30.) 33 $600.00 $19,800.00 Updates/Enhancements ACTS Upgrade/Enhancement Budget. For changes to State data gathering and reporting requirements and other indicated updates. Charges are shared pro rata among AACTS subscriber counties, based number of licenses. County will be charged only for upgrades/enhancements actually implemented. 33 $200.00 $6,600.00 New/replacement User Training: New User Training consisting two sessions of 1-on-1 training for 1 student with AACTS trainer using on-line "shadowing" combined with telephone instruction. Fees apply only to trainings used. 8 $400.00 $3,200.00 Advanced Skills Seminar On-site Advanced Skills seminar plus custom curriculum. Each Module comprised of one half-day session. 1 $3,000.00 $3,000.00 Travel Time & Expense San Francisco-Fresno, air travel, rental car travel time/expenses. For Advanced Skills Seminar. 1 $1,876.00 $1,876.00 AACTS Client Access License (CAL) Each CAL grants single user-access to County's AACTS database. Vacated CALs are transferable to replacement users. 3 $950.00 $2,850.00 TOTAL $37,326.00 FRESNO COUNTY 2013-14 Description Units Price Amount Subscription Software Subscription Fee-AACTS. $165/qtr per user, payable in advance quarterly, based on highest number of users during billing period. Adjustments may be made in arrears. Four Quarters: Oct-Dec 2013, Jan-Mar, Apr-June, July-Sept 2014. (July- Sept qtr. payable by June 30.) 33 $660.00 $21,780.00 Updates/Enhancements AACTS Upgrade/Enhancement Budget. For changes to State data gathering and reporting requirements and other indicated updates. Charges are shared pro rata among AACTS subscriber counties, based number of Licenses. County will be charged only for upgrades/enhancements actually implemented. 33 $220.00 $7,260.00 New/replacement User Training: New User Training consisting two sessions of 1-on-1 training for 1 student with AACTS trainer using on-line "shadowing" combined with telephone instruction. Fees apply only to trainings used. 8 $400.00 $3,200.00 AACTS Client Access License (CAL) Each CAL grants single user-access to County's AACTS database. Vacated CALs are transferable to replacement users. 3 $1,000.00 $3,000.00 TOTAL $35,240.00 FRESNO COUNTY 2014-15 Description Units Price Amount Subscription Software Subscription Fee -AACTS. $165/qtr per user, payable in advance quarterly, based on highest number of users during billing period. Adjustments may be made in arrears. Four Quarters: Oct-Dec 2014, Jan-Mar, Apr-June, July-Sept 2015. (July- Sept qtr. payable by June 30.) 33 $660.00 $21,780.00 Updates/Enhancements AACTS Upgrade/Enhancement Budget. For changes to State data gathering and reporting requirements and other indicated updates. Charges are shared pro rata among AACTS subscriber counties, based number of Licenses. County will be charged only for upgrades/enhancements actually implemented. 33 $220.00 $7,260.00 New/replacement User Training: New User Training consisting two sessions of 1-on-1 training for 1 student with AACTS trainer using on-line "shadowing" combined with telephone instruction. Fees apply only to trainings used. 8 $400.00 $3,200.00 AACTS Client Access License (CAL) Each CAL grants single user-access to County's AACTS database. Vacated CALs are transferable to replacement users. 3 $1,000.00 $3,000.00 TOTAL $35,240.00 FRESNO COUNTY 2015-16 Description Units Price Amount Subscription Software Subscription Fee-AACTS. $150/qtr per user, payable in 33 $600.00 $19,800.00 advance quarterly, based on highest number of users during billing period. Adjustments may be made in arrears. Four Quarters: Oct-Dec 2015, Jan-Mar, Apr-June, July-Sept 2016. (July- Sept qtr. payable by June 30.) Updates/Enhancements AACTS Upgrade/Enhancement Budget. For changes to State 33 $220.00 $7,260.00 data gathering and reporting requirements and other indicated updates. Charges are shared pro rata among AACTS subscriber counties, based number of Licenses. County will be charged only for upgrades/enhancements actually implemented. New/replacement User Training: New User Training consisting two sessions of 1-on-1 training for 1 8 $400.00 $3,200.00 student with AACTS trainer using on-line "shadowing" combined with telephone instruction. Fees apply only to trainings used. AACTS Client Access License (CAL) Each CAL grants single user-access to County's AACTS database. 2 $950.00 $1,900.00 Vacated CALs are transferable to replacement users. TOTAL $32,160.00 Use of AACTS via CareAccess Web Portal system requires separate agreement with CareAccess. For CareAccess information, please contact Edith Gong, egong@careaccess.biz MMTG HAS NO FINANCIAL INTEREST IN AND RECEIVES NO COMMISSION OR FINANCIAL BENEFIT FROM CARE ACCESS. SELF-DEALING TRANSACTION DISCLOSURE FORM Exhibit J Page I of2 In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: ''A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealinq transaction you are a p_artyto_l: .. Exhibit 1 Page 2of2 ( 4) Explain why this self-dealing transaction is, consistent with the requirements of Corporations Code 5233 (a): (5) Authorized Signature Signature: I Date: I