HomeMy WebLinkAboutAgreement A-24-221 Second Amendment to Agreement.pdf Agreement No. 24-221
1 AMENDMENT NO. 2 TO SERVICE AGREEMENT
2 This Amendment No. 2 to Service Agreement ("Amendment No. 2") is dated
3 May 21, 2024 and is between Fujitsu North America, 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 September 7, 2021, the County and the Contractor entered into County Agreement
8 number A-21-363 ("Agreement"), with Fujitsu America, Inc., for services relating to the
9 conversion of the County's Property Management Information System (PMIS) from the previous
10 mainframe COBOL infrastructure to a .NET environment. The Agreement is for a maximum
11 term of three years.
12 B. On April 1, 2022, the operations of Fujitsu America, Inc. became a part of the operations
13 for Contractor. As a result, Fujitsu America, Inc. has assigned, transferred, and delegated all of
14 its rights, benefits, responsibilities, and obligations under this Agreement to the Assignee,
15 Contractor has accepted the assignment, transfer, and delegation of the Fujitsu America, Inc.'s
16 rights, benefits, responsibilities, and obligations under the Agreement.
17 C. On August 8, 2023, the County and the Contractor executed an Assignment of the
18 Agreement to transfer, assign all rights of its interest in, and delegate all obligations and duties
19 under the Agreement from Fujitsu America, Inc. to the Contractor.
20 D. On August 8, 2023, the County also entered into Amendment No. 1 to the Agreement, to
21 increase compensation to account for software testing time and additional services that fell
22 outside the scope of work. These additional services included an increase in defect and bug
23 fixes, additional prep work, as well as an increase in the number of screens, or outputs, required
24 for complete conversion from changes to the original scope.
25 E. As the County now approaches the completion of the conversion from COBOL
26 infrastructure to a .NET environment, the County has recognized a need for increased software
27 testing time, as well as an extension on the projects' "go-live" date, to ensure that adequate
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1 testing can be performed, and that post-"go-live" service terms are covered under the
2 Agreement.
3 F. As such, the County and the Contractor now desire to further amend the Agreement to
4 increase the compensation and extend the term length, in order to accommodate for additional
5 testing.
6 The parties therefore agree as follows:
7 1. Section 4 - TERM of the Agreement, as previously amended, located on page 4, lines 4
8 through 5, is deleted in its entirety and replaced with the following:
9 "The term of this Agreement shall be for the duration of the project described in
10 Section 2, not to extend past March 31, 2025."
11 2. Section 6, Subsection B — "COMPENSATION AND INVOCING: ADDITIONAL
12 SERVICES" of the Agreement as previously amended located on page 5, lines 14 through 16, is
13 deleted and replaced with the following:
14 "Additional or supplemental services may be approved in writing by the County
15 and Contractor. The total aggregate cost for those additional services shall not
16 exceed $1,200,000."
17 3. Section 6, Subsection B —"COMPENSATION AND INVOCING: ADDITIONAL
18 SERVICES" of the Agreement as previously amended located on page 5, lines 22 through 26, is
19 deleted and replaced with the following:
20 "The total maximum compensation payable to the Contractor during the term of
21 this Agreement is $4,352,108. All expenses incidental to the Contractor's
22 performance of services under this Agreement shall be borne solely by the
23 Contractor."
24 4. Section 18 ENTIRE AGREEMENT of the Agreement as previously amended, located on
25 page 13, lines 3 through 9, is deleted 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. 2; (2) the text of Amendment No. 1; (3) the text of the
6 Agreement excluding Exhibits A through C; and (4) the text of Exhibits A through
7 C."
8 5. When both parties have signed this Amendment No. 2, the Agreement, Amendment No.
9 1, and this Amendment No. 2 together constitute the Agreement.
10 6. The Contractor represents and warrants to the County that:
11 a. The Contractor is duly authorized and empowered to sign and perform its obligations
12 under this Amendment No. 2.
13 b. The individual signing this Amendment No. 2 on behalf of the Contractor is duly
14 authorized to do so and his or her signature on this Amendment No. 2 legally binds
15 the Contractor to the terms of this Amendment No. 2.
16 7. This Amendment No. 2 may be signed in counterparts, each of which is an original, and
17 all of which together constitute this Amendment No. 2.
18 8. The Agreement as previously amended and as amended by this Amendment No. 2 is
19 ratified and continued. All provisions of the Agreement as previously amended and not
20 amended by this Amendment No. 2 remain in full force and effect.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 2 on the date stated in the introductory
2 clause.
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FUJITSU NORTH AMERICA, INC. COUNTY OF FRESNO
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6 Duane Wichman, Sr. Commercial Director Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
7 350 Cobalt Way
Sunnyvale, CA 94085 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10 By:
11 Deputy
12 For accounting use only:
13 Org No.: 8905
Account No.: 7311
14 Fund No.: 1020
Subclass No.: 10000
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