HomeMy WebLinkAboutA-06-238 (A-05-158-2) SONANT CORPORATION OF SAN DIEGO Agreement.pdfAGT.I 0 6 • 2. 3 8 ,
1 SECOND AMENDMENT TO AGREEMENT
2 THIS SECOND AMENDMENT TO AGREEMENT (hereinafter " Second Amendment")
3 is made and entered into this 20th day of June, 2006, by and between COUNTY OF FRESNO,
4 a Political Subdivision of the State of California, 2220 Tulare Street, Fresno, CA 93721
5 (hereinafter "COUNTY"), and SONANT Corporation, whose address is 6215 Ferris Square,
6 Suite 220, San Diego, CA 92121-3283 (hereinafter "SONANT").
7 WITNESSETH:
8 WHEREAS, COUNTY and SONANT entered into Agreement number 05-158, dated
9 1ih May, 2005 (hereinafter the "Agreement"), pursuant to which SONANT agreed to provide
10 an Interactive Voice Response and Web Payment System (hereinafter "System") to COUNTY;
11 and
12 WHEREAS, COUNTY and SONANT entered into a First Amendment to Agreement
13 number 05-404, dated 30th August, 2005 (hereinafter "First Amendment"), pursuant to which
14 SONANT agreed to provide increased capabilities and features to said System; and
15 WHEREAS, COUNTY and SONANT now desire to enter into a Second Amendment to
16 Agreement in order: to add additional applications; to increase the capabilities and features of
17 said System; and, to increase the price paid therefor by COUNTY.
18 NOW, THEREFORE, for good and valuable consideration, the adequacy of which is
19 hereby acknowledged, COUNTY and SONANT agree as follows:
20 1. Sub-subsection 1 of subsection A of Section V of the Agreement, as previously
21 amended by the First Amendment and located on page 1, lines 20 through 22 of the First
22 Amendment, is hereby deleted in its entirely and replaced with the following:
23 .. 1. Two Hundred Ten Thousand Seven Hundred Thirty-One and N0/100s
24 Dollars ($21 0, 731.00) for the purchase and installation of the System, as detailed in
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1 Second Revised Exhibit C and according to those conditions hereinafter specified; and"
2 2. Sub-subsection 5 of subsection A of Section V of the Agreement, as previously
3 amended by the First Amendment and located on page 2, lines 2 through 5 of the First
4 Amendment, is hereby deleted in its entirely and replaced with the following:
5 "5. In no event shall the amount owed to SONANT under this Agreement be
6 in excess of Two Hundred Ten Thousand Seven Hundred Thirty-One and N0/100s
7 Dollars ($210,731.00) for goods and services during the first year of this agreement."
8 3. Sub-subsection 2 of subsection A of Section V of the Agreement, located on
9 page 8, lines 12 through 16 of the Agreement, is hereby deleted in its entirety and replaced
10 with the following:
11 "2. Twenty-Six Thousand Four Hundred Seventy-Two and N0/1 OOs Dollars
12 ($26,472.00) per year for annual maintenance and support of the System as detailed in
13 Exhibit F and according to those conditions hereinafter specified. COUNTY shall have
14 no liability for maintenance and support services during the warranty period, which
15 services are included in the purchase and installation price of the System.".
16 4. Subsection D of Section V of the Agreement, beginning on line 17 of page 10,
17 and running through line 2 of page 11 of the Agreement, is hereby deleted in its entirety and
18 replaced with the following:
19 "D. Maintenance and Support Fees: SONANT shall invoice COUNTY for
20 support and maintenance fees of Twenty-Six Thousand Four Hundred Seventy-Two
21 and N0/1 OOs Dollars ($26,472.00} as specified in Exhibit F on an annual basis starting
22 with the end of the one-year warranty period, which period will commence on the date
23 of the first live use of the System by COUNTY following acceptance. SONANT may
24 increase System maintenance and support fees after the second year following
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1 expiration of the warranty and upon thirty (30) days advance written notice to
2 COUNTY. However, SONANT shall not increase such fees more than once in any
3 oneMyear period. Further, no such increased fees will exceed the previous fees by
4 more than the annual percentage increase in the Consumer Price Index, All Urban
5 Consumers for the U.S., over the previous year at the time of the proposed increase."
6 5. "First Revised Exhibit C," initially referenced in the Agreement, as previously
7 amended, in Section I, e_ntitled "DOCUMENTS CONSTITUTING AGREEMENT," is hereby
8 deleted in its entirely and replaced with "Second Revised Exhibit C," a true and correct copy
9 of which is attached hereto and incorporated herein by this reference.
10 6. All references in the Agreement, as previously amended, to "First Revised
11 Exhibit C" are hereby deleted and replaced by the phrase "Second Revised Exhibit C."
12 7. "Exhibit F," first referenced in the Agreement in Section I, entitled
13 "DOCUMENTS CONSTITUTING AGREEMENT," is hereby deleted in its entirety and replaced
14 with "First Revised Exhibit F ," a true and correct copy of which is attached hereto and
15 incorporated herein by this reference.
16 8. All references in the Agreement, as previously amended, to "Exhibit F" are
17 hereby deleted and replaced by the phrase "First Revised Exhibit F."
18 COUNTY and SONANT agree that this Second Amendment is sufficient to amend the
19 Agreement as previously amended and that, upon execution of this Second Amendment, the
20 Agreement, the First Amendment and this Second Amendment together shall be considered
21 the Agreement.
22 The Agreement, as previously amended and hereby amended, is ratified and
23 continued. All provisions, terms, covenants, conditions and promises contained in the
24 Agreement and not amended previously or herein shall remain in full force and effect.
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1 EXECUTED AND EFFECTIVE as of the date first above set forth.
:SONA~
4 Charles W. Smith
President & CEO
5
DATE:. __ C..---'(_1_:2.....!;../....:....0-=~---
6
7 TAXPAYER FEDERAL I.D. #:
33-0555 739
8
9 TTEST:
10
BERNICE E. SEID~L, Clerk
Board of superv~sors
11 fl~~~~
12
By~ De~uty
13
14
15
16
17
FOR ACCOUNTING USE ONLY:
18
FOR ACCOUNTING USE ONLY:
19
Hardware ·Other
20 Fund No. 1020 0001
Subclass: 19000 10000
Org: 8908 04100500
21 Program: 88370 0
Account No: 8300 7296'
22 Fiscal Year: 2004 2004
23
24
COUNTY OF FRESNO:
Phil Larson
Chairman, Board of Supervisors
DATE:. _ _..,"""'IU.u..N ..:.2 ~0....;._20_06 ___ _
REVIEWED & RECOMMENDED FOR
AP:;)l,' ~
Vicki Crow. C.P.A.
Auditor-Controller/Treasurer-Tax Collector
APPROVED AS TO ACCOUNTING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/.
TR~~AX)?OLLECTOR
By: k LA rr--"
Deputy
APPROVED AS TO LEGAL FORM:
D NNIS A. MARSHALL, COUNTY COUNSEL
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CERTIFICATE OF DELIVERY OF DOCUMENT
I am employed by the County of Fresno as a Deputy Clerk of the
Board of Supervisors. On June 20, 2006, I delivered a copy of Agreement
No. 06-238 to the Chairman of the Fresno County Board of Supervisors.
Javier Flores'
Deputy Clerk