HomeMy WebLinkAboutP-24-401 Future State LLC Amendment One.pdf I
Docusign Envelope ID:29E167E7-FE03-4FD2-92A3-2B93E126A872
1 AMENDMENT NO. # 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement P-24-401 is dated September 11, 2024,
3 and is between Future State, an LLC ("Contractor"), and the County of Fresno, a political
4 subdivision of the State of California ("County").
5 Recitals
6 A. On July 15, 2024, the County and the Contractor entered into FUTURE STATE LLC:
7 Project Management & Consultation Services, which is County agreement number P-24-401
8 ("Agreement"), for project management and consultation services.
9 B. Contractor encountered difficulty obtaining the County's standard limits for Commercial
10 General Liability and Cyber Liability insurance coverages, as specified in the Exhibit D of
11 Agreement P-24-401.
12 C. In consideration of the services provided by the Contractor, the Department has
13 determined that this poses minimal risk to the County and accepts the lower coverage limits.
14 D. The County and the Contractor now desire to amend the Agreement to modify insurance
15 requirements in Exhibit B.
16 The parties therefore agree as follows:
17 1. Exhibit D, Section 1 of the Agreement located at Subsection (A) is deleted in its entirety
18 and replaced with the following:
19 A. Commercial General Liability. Commercial general liability insurance with limits
of not less than One Million Dollars ($1,000,000) per occurrence and an annual
20 aggregate of Two Million Dollars ($2,000,000). This policy must be issued on a
21 per occurrence basis. Coverage must include products, completed operations,
property damage, bodily injury, personal injury, and advertising injury. The
22 Contractor shall obtain an endorsement to this policy naming the County of
Fresno, its officers, agents, employees, and volunteers, individually and
23 collectively, as additional insureds, but only insofar as the operations under this
24 Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the
25 County is excess only and not contributing with insurance provided under the
26 Contractor's policy.
2. Exhibit D, Section 1 of the Agreement located at Subsection (E) is deleted in its entirety
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and replaced with the following:
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Docusign Envelope ID:29E167E7-FE03-4FD2-92A3-2B93E126A872
1 E. Cyber Liability. Cyber liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence. Coverage must include claims involving
2 Cyber Risks. The cyber liability policy must be endorsed to cover the full
3 replacement value of damage to, alteration of, loss of, or destruction of intangible
property (including but not limited to information or data) that is in the care,
4 custody, or control of the Contractor.
5 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i)
Security Breach, which may include Disclosure of Personal Information to an
6 Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor's
7 obligations under Exhibit E of this Agreement; (iv) system failure; (v) data
recovery; (vi)failure to timely disclose data breach or Security Breach; (vii)failure
8 to comply with privacy policy; (viii) payment card liabilities and costs; (ix)
infringement of intellectual property, including but not limited to infringement of
9 copyright, trademark, and trade dress; (x) invasion of privacy, including release
10 of private information; (xi) information theft; (xii) damage to or destruction or
alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to
11 the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
12 transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach
13 response costs, including Security Breach response costs; (xx) regulatory fines
and penalties related to the Contractor's obligations under this Agreement
14 regarding electronic information, including Personal Information; and (xxi) credit
monitoring expenses.
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3. When both parties have signed this Amendment No. 1, the Agreement and this
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Amendment No. 1 together constitute the Agreement.
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4. The Contractor represents and warrants to the County that:
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a. The Contractor is duly authorized and empowered to sign and perform its obligations
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under this Amendment.
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b. The individual signing this Amendment on behalf of the Contractor is duly authorized
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to do so and his or her signature on this Amendment legally binds the Contractor to
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the terms of this Amendment.
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5. The parties agree that this Amendment may be executed by electronic signature as
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provided in this section.
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a. An "electronic signature" means any symbol or process intended by an individual
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signing this Amendment to represent their signature, including but not limited to (1) a
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digital signature; (2) a faxed version of an original handwritten signature; or (3) an
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Docusign Envelope ID:29E167E7-FE03-4FD2-92A3-2B93E126A872
1 electronically scanned and transmitted (for example by PDF document) version of an
2 original handwritten signature.
3 b. Each electronic signature affixed or attached to this Amendment (1) is deemed
4 equivalent to a valid original handwritten signature of the person signing this
5 Amendment for all purposes, including but not limited to evidentiary proof in any
6 administrative or judicial proceeding, and (2) has the same force and effect as the
7 valid original handwritten signature of that person.
8 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
9 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
10 2, Title 2.5, beginning with section 1633.1).
11 d. Each party using a digital signature represents that it has undertaken and satisfied
12 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
13 through (5), and agrees that each other party may rely upon that representation.
14 e. This Amendment is not conditioned upon the parties conducting the transactions
15 under it by electronic means and either party may sign this Amendment with an
16 original handwritten signature.
17 6. This Amendment may be signed in counterparts, each of which is an original, and all of
18 which together constitute this Amendment.
19 7. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
20 provisions of the Agreement not amended by this Amendment No. 1 remain in full force and
21 effect.
22 [SIGNATURE PAGE FOLLOWS]
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Docusign Envelope ID:29E167E7-FE03-4FD2-92A3-2B93E126A872
1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
3
FUTURE STATE, LLC COUNTY OF FRESNO
4 E1E0B82B9BF444
cuSigned by:
�- Digitally signed by Riley Blackburn
5 Riley Blackburn Date:2024.09.13 14:36:35-07'00'
...
6 Adam Hardy, Founder Riley Blackburn, Purchasing Manager,
Internal Services Department
7 1441 Huntington Way, N
Suamico, WI 54173
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For accounting use only:
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Org No.: 56201019/56208520
10 Account No.: 7295
Fund No.: 0001
11 Subclass No.: 10000
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