HomeMy WebLinkAboutAgreement A-24-418 Amendment to Agreement with AssetWorks.pdf Agreement No. 24-418
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 August 6, 2024 and is between AssetWorks, Inc., a Delaware corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. On November 28, 2023, the County and the Contractor entered into Agreement number
8 23-632 ("Agreement"), for maintenance and support for their fleet management software system
9 (FleetFocus), which allows for the management, collection, and reporting of fleet-related
10 components, such as asset management, parts, inventory, labor, motor pool operation, and
11 service writing.
12 B. The County now desires, and the Contractor agrees, to amend Exhibit B, page B-1 to
13 the Agreement to correct the cost and term dates for maintenance and support fees and hosting
14 fees based on actual utilization timeline and to include a prorated Year 1 Hosting fee.
15 The parties therefore agree as follows:
16 1. Exhibit B, page B-1 to the Agreement is deleted in its entirety and replaced with Exhibit
17 B, page B-1 of this Amendment No. 1 and incorporated herein.
18 2. Section 12.11 ENTIRE AGREEMENT located at page 15, lines 16-23, is deleted and
19 replaced with the following:
20 "This Agreement constitutes the entire Agreement between the Contractor and
21 the County with respect to the subject matter hereof and supersedes all previous
22 Agreement negotiations, proposals, commitments, writings, advertisements,
23 publications, and understandings of any nature whatsoever unless expressly
24 included in this Agreement. In the event of any inconsistency in interpreting the
25 documents which constitute this Agreement, the inconsistency shall be resolved
26 by giving precedence in the following order of priority: (1) the text of this
27 Amendment No. 1; (2) the Agreement [including Exhibits A through E]; and (3)
28 Exhibits A through E."
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1 3. When both parties have signed this Amendment No. 1, the Agreement, and this
2 Amendment No. 1 together constitute the Agreement.
3 4. The Contractor represents and warrants to the County that:
4 a. The Contractor is duly authorized and empowered to sign and perform its obligations
5 under this Amendment No. 1.
6 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
7 authorized to do so and his or her signature on this Amendment No. 1 legally binds
8 the Contractor to the terms of this Amendment No. 1.
9 5. The parties agree that this Amendment No. 1 may be executed by electronic signature
10 as provided in this section.
11 a. An "electronic signature" means any symbol or process intended by an individual
12 signing this Amendment No. 1 to represent their signature, including but not limited
13 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
14 (3) an electronically scanned and transmitted (for example by PDF document)
15 version of an original handwritten signature.
16 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
17 equivalent to a valid original handwritten signature of the person signing this
18 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
19 any administrative or judicial proceeding, and (2) has the same force and effect as
20 the valid original handwritten signature of that person.
21 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
22 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
23 2, Title 2.5, beginning with section 1633.1).
24 d. Each party using a digital signature represents that it has undertaken and satisfied
25 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
26 through (5), and agrees that each other party may rely upon that representation.
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1 e. This Amendment No. 1 is not conditioned upon the parties conducting the
2 transactions under it by electronic means and either party may sign this Amendment
3 No. 1 with an original handwritten signature.
4 6. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
5 all of which together constitute this Amendment No. 1.
6 7. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
7 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
8 effect.
9 [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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AssetWorks, Inc. COUNTY OF FRESNO
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6 Greg Richards, General Manager Nathan Magsig, Chairman of the Board of
Supervisors of the County of Fresno
7 998 Old Eagle School Road, Suite 1215
Wayne, PA 19087 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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By: �/
11 Deputy
12 For accounting use only:
13 Org No.: 8910
Account No.: 7309
14 Fund No.: 1000
Subclass No.: 10000
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EXHIBIT B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
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6 MAINTENANCE AND SUPPORT
7 YEAR TERM COST
8 Year 1 12/01/2023-11/30/2024 $47,975.61
9 Year 2 12/01/2024-11/30/2025 $55,330.74
10 Year 3 12/01/2025-11/30/2026 $59,203.89
11 Year 4 12/01/2026-11/30/2027 $63,940.20
12 Year 5 12/01/2027-11/30/2028 $69,694.82
13 HOSTING
14 YEAR TERM COST
15 Year 1 03/01/2024-11/30/2024 $26,100.00
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Year 2 12/01/2024-11/30/2025 $36,888.00
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Year 3 12/01/2025-11/30/2026 $39,470.16
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Year 4 12/01/2026-11/30/2027 $42,627.00
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Year 5 12/01/2027-11/30/2028 $46,464.27
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21 Initial Hosting Migration Fees $11,440.00
22 OPTIONAL LICENSE, HARDWARE, MAINTENANCE, AND SERVICE BUNDLES
23 OPTIONAL ITEM COST
24 AssetWorks Academy Users Conference Admission $1,250.00 (per person)
25 Management Review $24,000.00
26 On Site System Training (3-day minimum, excluding $2,346.67 (per day)
27 travel)
28 Billable Services $220.00 (per hour)
B-1