HomeMy WebLinkAboutAgreement A-25-027 Amendment I to Agreement with Quinn Company.pdf Agreement No. 25-027
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 January 28, 2025 and is between Quinn Company, a California ("Contractor"), and the
4 County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County and the Contractor previously entered into Procurement Agreement No. P-
7 20-278-P ("Original Agreement") for Caterpillar Original Equipment Manufacturer (OEM) parts
8 and repairs, with a total maximum compensation payable of$625,000, effective August 15,
9 2020, for a potential five-year term not to exceed August 14, 2025.
10 B. On September 5, 2023, the County and the Contractor entered into County agreement
11 number A-23-475 ("Agreement"), for Caterpillar Original Equipment Manufacturer ("OEM") parts
12 and repairs provided by the Contractor and increased the maximum compensation from
13 $625,000 to $920,000.
14 C. Following the execution of the Agreement, the County purchased additional pieces of
15 Caterpillar equipment, resulting in an amplified need for replacement parts and repair services
16 to account for this increase in equipment, as regularly scheduled maintenance, parts
17 replacement, and repairs ensure operational efficiency and reduce downtime.
18 D. The County and the Contractor now desire to amend the Agreement to increase the
19 maximum compensation by $320,000, for a total of$1,240,000, with no change to the potential
20 five-year term, to address the County's need for additional parts and repairs.
21 The parties therefore agree as follows:
22 1. Section 3.2 of the Agreement located at page 2 is deleted in its entirety and replaced
23 with the following:
24 "3.2 Maximum Compensation. The maximum compensation payable to the
25 Contractor under this potential five-year term Agreement shall not exceed
26 $1,240,000. This amount includes compensation already paid to the Contractor,
27 which to date totals $857,589, for both parts and labor services. This leaves a
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1 balance of up to $382,411 of compensation payable over the remaining potential
2 five-year term.
3 The Contractor acknowledges that the County is a local government entity, and
4 does so with notice that the County's powers are limited by the California
5 Constitution and by State law, and with notice that the Contractor may receive
6 compensation under this Agreement only for services performed according to the
7 terms of this Agreement and while this Agreement is in effect, and subject to the
8 maximum amount payable under this section. The Contractor further
9 acknowledges that County employees have no authority to pay the Contractor
10 except as expressly provided in this Agreement."
11 2. Section 12.11 ENTIRE AGREEMENT located at Page 11 is deleted and replaced with
12 the following:
13 12.11 Entire Agreement. This Agreement constitutes the entire Agreement
14 between the Contractor and the County with respect to the subject matter hereof
15 and supersedes all previous Agreement negotiations, proposals, commitments,
16 writings, advertisements, publications, and understandings of any nature
17 whatsoever unless expressly included in this Agreement. In the event of any
18 inconsistency in interpreting the documents which constitute this Agreement, the
19 inconsistency shall be resolved by giving precedence in the following order of
20 priority: (1) the text of this Amendment No. 1; (2) the Agreement [excluding
21 Exhibits A through D]; and (3) Exhibits A through D."
22 3. When both parties have signed this Amendment No. 1, the Agreement, and this
23 Amendment No. 1 together constitute the Agreement.
24 4. The Contractor represents and warrants to the County that:
25 a. The Contractor is duly authorized and empowered to sign and perform its obligations
26 under this Amendment No. 1.
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1 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Amendment No. 1 legally binds
3 the Contractor to the terms of this Amendment No. 1.
4 5. The parties agree that this Amendment No. 1 may be executed by electronic signature
5 as provided in this section.
6 a. An "electronic signature" means any symbol or process intended by an individual
7 signing this Amendment No. 1 to represent their signature, including but not limited
8 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
9 (3) an electronically scanned and transmitted (for example by PDF document)
10 version of an original handwritten signature.
11 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this
13 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
14 any administrative or judicial proceeding, and (2) has the same force and effect as
15 the valid original handwritten signature of that person.
16 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
17 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
18 2, Title 2.5, beginning with section 1633.1).
19 d. Each party using a digital signature represents that it has undertaken and satisfied
20 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
21 through (5), and agrees that each other party may rely upon that representation.
22 e. This Amendment No. 1 is not conditioned upon the parties conducting the
23 transactions under it by electronic means and either party may sign this Amendment
24 No. 1 with an original handwritten signature.
25 6. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
26 all of which together constitute this Amendment No. 1.
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1 7. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
2 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
3 effect.
4 [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.
3
QUINN COMPANY COUNTY OF FRESNO
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5 WAVA/OF
6 Michelle Locke, Chief Financial Officer Ernest Buddy Me es, Chairman of the
7 10006 Rose Hills Rd Board of Supervisors of the County of Fresno
City of Industry, CA 90601 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.: 7205
14 Fund No.:1000
Subclass No.:10000
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