HomeMy WebLinkAboutAgreement A-23-498 First Amendment with ECS Imaging Inc..pdf Agreement No. 23-498
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 September 19. 2023 and is between ECS Imaging, Inc., a California corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On December 10, 2019, the County and the Contractor entered into County agreement
8 number A-19-734 ("Agreement"), for maintenance and support for Laserfiche imaging software.
9 B. The County and the Contractor now desire to amend the Agreement, to increase the
10 total compensation by $200,000, due to additional services needed by the County's Department
11 of Social Services for its imaging conversion project.
12 C. The Agreement had an initial term of three (3) years, which may be extended for two (2)
13 additional one (1) year periods, upon the written approval of both parties. On September 19,
14 2022, the parties agreed to extend the Agreement for an additional one (1) year period, to
15 expire on January 5, 2024.
16 The parties therefore agree as follows:
17 1. Section 6 Compensation/Invoicing, subsection D of the Agreement starting on page 17,
18 lines 9 through 12 of the Agreement is deleted in its entirety and replaced with the following:
19 2. "In no event shall compensation paid for services in the first year of the Agreement
20 exceed $303,000. In no event shall total maximum compensation paid in the second year of the
21 Agreement exceed $178,000. Compensations paid in the third year of the Agreement shall not
22 exceed $450,000. The total amount of compensation paid to Contractor over the potential five
23 (5) year term shall not exceed $2,200,000."
24 3. Section 17 ENTIRE AGREEMENT located at page 24, lines 25 through line 28 is deleted
25 and replaced with the following:
26 "This Agreement constitutes the entire Agreement between the Contractor and
27 the County with respect to the subject matter hereof and supersedes all previous
28 Agreement negotiations, proposals, commitments, writings, advertisements,
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1 publications, and understandings of any nature whatsoever unless expressly
2 included in this Agreement. In the event of any inconsistency in interpreting the
3 documents which constitute this Agreement, the inconsistency shall be resolved
4 by giving precedence in the following order of priority: (1) the text of this
5 Amendment No. 1; (2) the Agreement including the Exhibits to the Agreement;
6 and (3) the Exhibits to the Agreement.
7 4. When both parties have signed this Amendment No. 1, the Agreement, and this
8 Amendment No. 1 together constitute the Agreement.
9 5. The Contractor represents and warrants to the County that:
10 a. The Contractor is duly authorized and empowered to sign and perform its obligations
11 under this Amendment No. 1.
12 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Amendment No. 1 legally binds
14 the Contractor to the terms of this Amendment No. 1.
15 6. The parties agree that this Amendment No. 1 may be executed by electronic signature
16 as provided in this section.
17 a. An "electronic signature" means any symbol or process intended by an individual
18 signing this Amendment No.1 to represent their signature, including but not limited to
19 (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3)
20 an electronically scanned and transmitted (for example by PDF document) version of
21 an original handwritten signature.
22 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
23 equivalent to a valid original handwritten signature of the person signing this
24 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
25 any administrative or judicial proceeding, and (2) has the same force and effect as
26 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 7. 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 8. 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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ECS Imaging, Inc COUNTY OF FRESNO
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5 �
6 Will Wolfe, President/CFO S I Q lint o, Ihairman of the Board of
SLTpefvisor the County of Fresno
7 5905 Brockton Ave., Suite C
Riverside, CA 92506 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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B Y 1�.`C U/G• -- -
11 y
12 For accounting use
only:
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Org No.: 8905
14 Account No.: 7309/7311
Fund No.:1020
15 Subclass No.:10000
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