HomeMy WebLinkAboutAgreement A-25-290 Amendment 1 to Agreement with JDT Consultants Inc..pdf Agreement No. 25-290
1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 June 24, 2025 and is and is between JDT Consultants, 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 June 20, 2023, the County and the Contractor entered into County Agreement No.
8 23-281 ("Agreement"), for the provision of Therapeutic Behavioral Services (TBS) to Fresno
9 County Medi-Cal Beneficiaries as mandated pursuant to the permanent injunction issued by the
10 United States District Court in the case of Emily Q. v. Bonta, (C.D. Cal. 2001) 208 F.Supp.2d
11 1078. The agreement combined and superseded Agreement Nos. 18-699 and 20-506.
12 B. The County and the Contractor now desire to amend the Agreement to extend the term
13 for an additional three (3) month base and optional three (3) month renewal term and increasing
14 the maximum compensation by Two Million, Four Hundred Fifteen Thousand, and No/100
15 Dollars ($2,415,000.00).
16 The parties therefore agree as follows:
17 1. Term. This Amendment extends the term of the Agreement through September 30,
18 2025. The term of this Agreement may be extended for no more than one three-month period
19 only upon written approval of both parties at least thirty (30) days before the first day of the
20 three-month extension period. The County's DBH Director, or designee, is authorized to sign the
21 written approval on behalf of the County based on the Contractor's satisfactory performance.
22 The extension of this Agreement by the County is not a waiver or compromise of any default or
23 breach of this Agreement by the Contractor existing at the time of the extension whether or not
24 known to the County.
25 2. Section 4.2 of the Agreement, beginning on Page 8, Line 16, is amended to add the
26 following:
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1 "The maximum compensation payable to the Contractor under this Agreement for
2 the period of July 1, 2025 through September 30, 2025 for Specialty Mental
3 Health Services is One Million Two Hundred Seven Thousand Five Hundred and
4 No/100 Dollars ($1,207,500.00), which is not a guaranteed sum but shall be paid
5 only for services rendered and received. The maximum compensation payable to
6 the Contractor under this Agreement for the period of October 1, 2025 through
7 December 31, 2025 for Specialty Mental Health Services is One Million Two
8 Hundred Seven Thousand Five Hundred and No/100 Dollars ($1,207,500.00),
9 which is not a guaranteed sum but shall be paid only for services rendered and
10 received."
11 3. Section 4.4 of the Agreement, beginning on Page 8, Line 25 and ending on Page 9, Line
12 10, is deleted in its entirety and replaced with the following:
13 "4.4 Total Maximum Compensation. In no event shall the maximum contract
14 amount for all the services provided by the Contractor to County under the terms
15 and conditions of this Agreement be in excess of Twelve Million Three Hundred
16 Twenty-Five Thousand and No/100 Dollars ($12,325,000.00) during the entire
17 term of this Agreement.
18 The Contractor acknowledges that the County is a local government entity
19 and does so with notice that the County's powers are limited by the California
20 Constitution and by State law, and with notice that the Contractor may receive
21 compensation under this Agreement only for services performed according to the
22 terms of this Agreement and while this Agreement is in effect, and subject to the
23 maximum amount payable under this section. The Contractor further
24 acknowledges that County employees have no authority to pay the Contractor
25 except as expressly provided in this Agreement.
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1 The Contractor will be compensated for performance of its services under this
2 Agreement as provided in this Article. The Contractor is not entitled to any
3 compensation except as expressly provided in this Agreement. "
4 4. When both parties have signed this Amendment No. 1, the Agreement and this
5 Amendment No. 1 together constitute the Agreement.
6 5. The Contractor represents and warrants to the County that:
7 a. The Contractor is duly authorized and empowered to sign and perform its obligations
8 under this Amendment.
9 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
10 to do so and his or her signature on this Amendment legally binds the Contractor to
11 the terms of this Amendment.
12 6. The parties agree that this Amendment may be executed by electronic signature as
13 provided in this section.
14 c. An "electronic signature" means any symbol or process intended by an individual
15 signing this Amendment to represent their signature, including but not limited to (1) a
16 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
17 electronically scanned and transmitted (for example by PDF document) version of an
18 original handwritten signature.
19 d. Each electronic signature affixed or attached to this Amendment (1) is deemed
20 equivalent to a valid original handwritten signature of the person signing this
21 Amendment for all purposes, including but not limited to evidentiary proof in any
22 administrative or judicial proceeding, and (2) has the same force and effect as the
23 valid original handwritten signature of that person.
24 e. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
25 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
26 2, Title 2.5, beginning with section 1633.1).
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1 f. Each party using a digital signature represents that it has undertaken and satisfied
2 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
3 through (5), and agrees that each other party may rely upon that representation.
4 g. This Amendment is not conditioned upon the parties conducting the transactions
5 under it by electronic means and either party may sign this Amendment with an
6 original handwritten signature.
7 7. This Amendment may be signed in counterparts, each of which is an original, and all of
8 which together constitute this Amendment.
9 8. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
10 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
11 effect.
12 [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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JDT C ts, Inc. COUNTY OF FRESNO
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6 [Name], Emest Buddy Me es, Chairman of the
Board of Supervisors of the County of Fresno
7 420 Figarden Dr.
Fre , Ca. 93722 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.: 56302666
Account No.: 7295
14 Fund No.: 0001
Subclass No.: 10000
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