HomeMy WebLinkAboutAgreement A-18-289 with VMS Family Counseling Services.pdfAgreement No. 18-289
1 AMENDMENT Ill TO AGREEMENT
2 This Amendment Ill to Agreement No. P-15-307-O (Amendment Ill) is made and entered into
3 th is ~ day of :rv-oe--1 , 2018, by and between the COUNTY OF FRESNO, a political
4 subd ivision of the State of Californ ia (hereinafter "COUNTY" or "Cl ient"), and VMS Family Counseli ng
5 Services, whose address is 2 350 W . Shaw Ave . Suite 116, Fresno , CA 9371 1 (hereinafter
6 "CONTRACTOR").
7 WITNESS ETH:
8 WHEREAS , COUNT Y and CONTRACTOR entered into Purchasing Agreement No . P-1 5-307-
9 0 , dated July 17 , 2015 ("Agreement ") pursuant to wh ich CONTRACTOR agreed to provide counseling
10 and psychological services over a five year term , with a contract maximum of $99 ,000.00 ; and
11 WHEREAS , on August 19, 2015, COUNTY and CONTRACTOR entered into AMENDMENT
12 NUMBER ONE (1) ("Amendment I") to add terms allowing for intern usage (i nd ividual , couples and
13 group/family sessions); and
14 WHEREAS , on January 20 , 2016 COUNTY and CONTRACTOR entered into AMENDMENT
15 NUMBER TWO (2) ("Amendment II") to add costs parameters for cancelling appointments and no-show
16 fees ; and
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WHEREAS , COUNTY now has a need for add itional services ; and
WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement to modify the
19 payment terms and increase the ma ximum contract va lue so as to allow CONTRACTOR to provide
20 such add it ional services .
2 1 NOW, THEREFORE, for good and valuable cons ideration , the receipt and adequacy of which is
22 hereby acknowledged , COUNTY and CONTRACTOR agree to amend the Agreement as follows :
23 1. The paragraph entitled "MAXIMUM" on Page one (1) of the Agreement is deleted in its entirely
24 and replaced with the followi ng:
25 "MAXIMUM :
26 In no event shall services performed and/or fees paid under this Agreement be in excess
27 of two-hund red-twenty-thousand-dollars ($220 ,000)."
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'I 2. The following new Section together with the attached "Attachment B" are added to the 2 Agreement. The language, as follows, is inserted at Page five (5) of the Agreement, after the 3 paragraph entitled, "GOVERNING LAWS": 4 "DISCLOSURE OF SELF-DEALING TRANSACTIONS: 5 This provision is only applicable if the CONTRACTOR is operation as a corporation (a 6 for-profit or "non-profit corporation) of if during the term of this Agreement. the 7 CONTRACTOR changes its status to _operate as a corporation. 8 Members of the CONTRACTOR1s Board of Directors shall disclose any self-dealing 9 transactions that they are a party to while CONTRACTOR is providing goods or 1 O performing services under this agreement. A self-dealing transaction shall mean a 11 transaction to which the CONTRACTOR is a party and in which one or more of its 12 directors has a material financial interest. Members of the Board of Directors shall 13 disclose any self-dealing transactions that they are a party to by completing and signing 14 a Self-Dealing Transaction Disclosure Form "Attachment B" and submitting it to the 15 COUNTY prior to commencing with the self-dealing transaction or immediately 16 thereafter." 17 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is 18 hereby acknowledged, COUNTY and CONTRACTOR agree to amend Amendment I as follows: 19 3. The paragraph on Page one (1) stating, "In no event shall services petiormed and/or fees paid 20 under this Agreement be in excess of ninety-nine thousand dollars ($99,000.00)" is deleted in its 21 entirety and replaced with the following: 22 "In no event shall services performed and/or fees paid under this Agreement be in 23 excess of two-hundred-twenty-thousand-dollars ($220,000)." 24 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is 25 hereby acknowledged, COUNTY and CONTRACTOR agree to amend Amendment II as follows: 26 27 28 2
1 2 3 4 5 6 4. The paragraph on Page one (1) stating, "Maximum: In no event shall services performed and/or fees paid under this Agreement be in excess of ninety-nine thousand dollars ($99,000.00)" is deleted in its entirety and replaced with the following: ''Maximum: In no event shall services performed and/or fees paid under this Agreement be in excess of two-hundred-twenty-thousand-dollars ($220,000)." COUNTY and CONTRACTOR agree that this Amendment Ill is sufficient to amend the 7 Agreement as amended, Amendment I, and Amendment II, and that upon execution of this Amendment 8 Ill, the Agreement as amended, Amendment I, Amendment II, and this Amendment Ill shall together be 9 considered the Agreement. 10 The Agreement as amended, and as hereby further amended, is ratified and continued. ·All 11 provisions, terms, covenants, conditions and promises contained in the Agreement as amended, 12 Amendment I, Amendment II, and Amendment Ill, and not amended herein shall remain in full force 13 and effect. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3
1 EXECUTED AND EFFECTIVE as of the date first above set forth .
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CONTRACTOR
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Victoria Sanders, LMFT 52610
8 Licensed Marriage and Family Therapist
9 Print Name & Title
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11 2350 W. Shaw Ave . Suite 116
12 Fresno, CA 93704
13 Mailing Address
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FOR ACCOUNTING USE ONLY:
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ORG No.: 31112415
24 Account No.: 729 5
25 Requisition N .:
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COUNTY OF FRESNO
Sal
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ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By : ~~Cf
Deputy Clerk
Attachment B 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 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 o 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 transactfon 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. (S} Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4).
Attachment B {1} torµi;aoy Board Member Information: I ! Name: Date: I -·-·---< Job Tltie: l i '{2} Cm'l'lpany/Agency 'Name amfAddress: -· -· < .. _, . . , {3) Distlosure {Please descrH;ie the nature oftha self-dealing transaction you are a party to): . . . ---~---·• {4} Explain why thls self-dealing transaction is ,:onsistent with the requirements of Corporations Code 5233 (a): .. ... ,-..---,_, ___ {S) Authorized Signature Signature: I l Date: I