HomeMy WebLinkAboutAgreement A-16-556 with Nobico, Inc..pdf
-1-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
FIRST AMENDMENT TO AGREEMENT
THIS AMENDMENT, hereinafter referred to as “First Amendment” is made and
entered into this day of _______, 2016, by and between the COUNTY OF FRESNO, a
political subdivision of the State of California, hereinafter referred to as "COUNTY", and Nobico,
Inc., dba Integrated Electronics, a California Corporation, whose address is 2576 N. Bundy Drive,
Fresno, CA 93727 hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY and CONTRACTOR entered into Purchasing Agreement No. P-15-
303-C, dated June 19, 2015 (hereinafter “Agreement”) pursuant to which CONTRACTOR agreed
to provide services and supplies related to the COUNTY’S Closed Circuit Television Systems
(CCTV) employed throughout many COUNTY facilities;
WHEREAS COUNTY and CONTRACTOR now desire to amend the Agreement to
increase the maximum compensation under the Agreement to address a need for additional
services.
NOW, THEREFORE, COUNTY and CONTRACTOR agree as follows:
1. The CONTRACTOR’S SERVICES Section of the Agreement, as set forth on Page one
(1), is modified to include the installation of CCTV systems at the rates set forth in Attachment “A”
of the Agreement.
2. The MAXIMUM Section of the Agreement, as set forth on Page one (1), is deleted in its
entirety and replaced with the following:
“MAXIMUM:
In no event shall services performed under this Agreement be in excess of seven hundred
thousand dollars ($700,000) for the term of this Agreement, inclusive of renewal periods.”
3. The following Section together with referenced Attachment “A” are added to and made a
part of the Agreement:
“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
-2-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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 party and in which one or more of its directors has a material financial
interest. Members of the Board of Director shall disclose any self-dealing transactions that they
are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit 1)
and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.”
COUNTY and CONTRACTOR agree this First Amendment is sufficient to amend the
Agreement, and that upon execution of the First Amendment, the Agreement, together with this
First Amendment shall together be considered the Agreement.
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.
-3-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
EXHIBIT 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
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 t o 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).
-4-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(1) Company Board Member Information:
Date:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233
(a):
(5) Authorized Signature
Signature: Date:
1 IN WITNESS WHEREOF , the parties hereto have executed this Second
2 Amendment as of the day and year first hereinabove written .
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
CONTRACTOR / ~~ COUNTY OF FRESNO
~~F ~~~
Bob Micliael Noble, CEO!Treasurer
DATE: ~/l?/l~
Integrated Electronics
2576 N. Bundy Drive
Fresno, CA 93727
APPROVED AS TO LEGAL FORM
Daniel C . Cederborg ,
County Counsel
By
FOR ACCOUNTING USE ONLY:
FUND: 1035
SUBCLASS : 10000
ORG No.: 8970
Acct. No.: 7205
Ernest Buddy Mendes, Chairman
Board of Supervisors
ATTEST: Bernice E. Seidel Clerk
Board of Supervisors
REVIEWED & RECOMMENDED FOR
CAPPR ~ ~Bash , --
Director of Internal Services/Chief
Information Officer
APPROVED AS TO ACCOUNTING FORM
Vicki Crow, CPA
Audit or -Controller!Treasurer-Tax Collector
By
-5 -