HomeMy WebLinkAboutAgreement A-19-012 with Enterprise Rent-A-Car.pdf-1-
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SECOND AMENDMENT TO AGREEMENT
This Second Amendment to Agreement (“Second Amendment”) is made and entered into this
___ day of ___________, 2019 (“Effective Date”), by and between the COUNTY OF FRESNO, a
political subdivision of the State of California, ("COUNTY"), and EAN Services, LLC, a Delaware limited
liability company, whose address is 600 Corporate Park Drive, St. Louis, MO 63105 ("Enterprise” or
“ENTERPRISE").
W I T N E S S E T H:
WHEREAS, COUNTY desires to maintain vehicle rental services with Enterprise according to
terms and conditions established in the State of California’s Department of General Services (DGS)
Agreement #5159905 (“DGS Contract”);
WHEREAS, COUNTY entered into Procurement Agreement Number 16-130-C, effective March
1, 2016 (the “Agreement”), pursuant to which ENTERPRISE agreed to provide vehicle rental services in
accordance with the terms and conditions established in the DGS Contract; and
WHEREAS, COUNTY and CONTRACTOR entered into AMENDMENT NUMBER ONE (1),
dated February 28, 2018 (“First Amendment”) to revise exhibits “No. One”, “A”, “F”, and “G” of the
Agreement and extend the term for one additional year period, to expire February 28, 2019. The
Agreement, as amended by this First Amendment, may be referred to collectively as the “Agreement”;
WHEREAS, Enterprise is willing to extend vehicle rental services to COUNTY pursuant to the
DGS Contract and the Agreement, which are attached and incorporated by this reference; and
WHEREAS, in light of the foregoing, COUNTY and Enterprise now wish to enter into this Second
Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, the Parties agree that the Agreement shall be further amended by this Second
Amendment, and further agree as follows:
1.The MAXIMUM Section of the Agreement, as set forth on page one (1) of the Agreement, is
deleted in its entirety and replaced with the following:
8th January
Agreement No. 19-012
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“MAXIMUM: In no event shall services performed under this Agreement exceed five
hundred thousand dollars ($500,000) for the term of this Agreement, inclusive of renewal
periods.”
2. The following provision shall be inserted into page one (1) of the Agreement at the end of the
Section called “EXTENSION”:
“The General Services Agreement (GSA) 5159905 provides for three (3) one-year
extensions: March 1, 2018 through February 28, 2019, March 1, 2019 through February 29,
2020, and March 1, 2020 through February 28, 2021; the first of these extension periods
has already been exercised. The COUNTY may act, with written agreement between
Enterprise and the COUNTY, to utilize each of the latter two (2) extension periods. If all
extension periods are exercised, this Agreement, as amended and extended, shall expire on
February 28, 2021. The Director of Internal Services/Chief Information Officer or his or
her designee is authorized to execute such written approval on behalf of COUNTY based
on Enterprise’s satisfactory performance.”
3. The following Section shall be inserted into page three (3) of the Agreement after the Section
called “GOVERNING LAWS”, and shall be made a part of the Agreement. The referenced
Attachment A shall be inserted at the end of the Agreement:
“DISCLOSURE OF SELF-DEALING TRANSACTIONS: This provision is only applicable if
Enterprise is operating as a corporation (a for-profit or non-profit corporation) or if during the
term of this Agreement, Enterprise changes its status to operate as a corporation.
Members of Enterprise’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while Enterprise is performing services under this Agreement. A
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self-dealing transaction shall mean a transaction to which Enterprise is a party and in
which one or more of its directors 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 (Attachment A) and
submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.”
COUNTY and Enterprise agree this Second Amendment is sufficient to amend the Agreement, and
that upon execution of the Second Amendment, the Agreement, the First Amendment, and this Second
Amendment shall together be considered the Agreement.
The Agreement, as 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as or lhe day
6 (Authf ,'
' \ : i
7 Jason,,91arke, Vice President and
General Manager 8
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EAN Services, LLC
Print Name & Title
600 Corporate Park Drive
St. Louis, MO 63105-4204
Mailing Address 1
EAN SERVICES, LLC
(Authoriz
Jay Golder, Assistant Secretary
18 J;AN S~OLi.~~ .... L=L=C'--------
Print Name & Tille
19
600 Corporate Parle Drive
20 St. Louis, MO 63105-42_04"-'-----
Malling Address
21
FOR ACCOUNTING USE ONLY
22 FUND: 1000
ORG No.: 8910
23 Account No.: 7355
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COUNTYOFFRESNO £)
"Z-----,.S
Nathan Magsig,
Chairman of the Board of Supervisors of
the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By: d,~ ~••t;¾
D y
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ATTACHMENT A
SELF-DEALING TRANSAC TION 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 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).
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(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: