HomeMy WebLinkAboutOn file with Clerk - First Amendment to Master Agreement No. A-22-213.pdf 1 AMENDMENT NO. 1 TO SERVICE AGREEMENT
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 , and is between Embassy Consulting Services, LLC, a California limited
4 liability company ("Assignor"), SRT Executive Services LLC, a Washington limited liability
5 company ("Assignee"), and the County of Fresno, a political subdivision of the State of
6 California ("County").
7 Recitals
8 A. On May 17, 2022, the County and the Assignor entered into County Master Training
9 Agreement number A-22-213, ("Agreement"), for Board of State and Community Corrections
10 (BSCC) certified Standards & Training for Corrections ("STC") courses. These training services
11 were provided to the Fresno County Probation Department by the Assignor from June 1, 2022,
12 to September 30, 2024.
13 B. Effective October 1, 2024, the Assignee represents that they acquired the Assignor, and
14 seeks to retroactively assume all obligations and privileges of this Agreement.
15 C. Section 8 of the Agreement provides that the Agreement may not be assigned by either
16 party without the prior written consent of the other.
17 D. The County, the Assignor, and the Assignee now desire to amend this Agreement to
18 assign, transfer, and delegate all of the Assignor's rights, benefits, responsibilities, and
19 obligations under the Agreement to the Assignee.
20 E. Assignee wishes to accept the assignment, transfer, and delegation of the Assignor's
21 rights, benefits, responsibilities, and obligations under the Agreement.
22 F. The County, the Assignor, and the Assignee now desire to amend the Agreement to
23 transfer and assign the Agreement by the Assignor to the Assignee.
24 The parties therefore agree as follows:
25 1. The Assignor transfers and assigns all of its rights and interest in, and delegates all of its
26 obligations and responsibilities under the Agreement to the Assignee.
27 2. The Assignee acknowledges that it has received and reviewed the Agreement, and
28 accepts from the Assignor the assignment of the Agreement and agrees, as a direct obligation
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1 to the County, without qualification or reservation of right, to perform each and every one of the
2 Assignor's obligations and responsibilities under the Agreement, and to adhere to all terms of
3 the Agreement as though the Assignee were the signatory party of the Agreement, in lieu of the
4 Assignor. The Assignee agrees that its liability under the Agreement shall include liability
5 accruing as a result of the Assignor's, as well as Assignee's, performance or failure to perform
6 its obligations under the Agreement.
7 3. The County agrees to this assignment of the Agreement.
8 4. The assignment of the Agreement through this Amendment No. 1 is retroactive to
9 October 1, 2024.
10 5. The Assignee agrees to each and every term and condition of the Agreement.
11 6. Exhibit A is deleted in its entirety, and replaced by the attached Exhibit A-1.
12 7. Exhibit C is deleted in its entirety, and replaced by the attached Exhibit C-1.
13 8. The Assignee and the Assignor represent that all prior payments until the Effective Date
14 of this Amendment No. 1 have been paid to the correct party, and that no further payments are
15 owed by the County to the Assignor.
16 9. When all parties have signed this Amendment No. 1, the Agreement and this
17 Amendment No. 1 together constitute the Agreement.
18 10. The Assignor represents and warrants to the County that:
19 a. The Assignee is duly authorized and empowered to sign and perform its obligations
20 under this Amendment No. 1.
21 b. The individuals signing this Amendment No. 1 on behalf of the Assignor and
22 Assignee are duly authorized to do so and his or her signature on this Amendment
23 No. 1 legally binds the Assignor and Assignee to the terms of this Amendment No. 1.
24 11. The parties agree that this Amendment No. 1 may be executed by electronic signature
25 as provided in this section.
26 a. An "electronic signature" means any symbol or process intended by an individual
27 signing this Amendment No. 1 to represent their signature, including but not limited
28 to (1) a digital signature; (2) a faxed version of an original handwritten signature; or
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1 (3) an electronically scanned and transmitted (for example by PDF document)
2 version of an original handwritten signature.
3 b. Each electronic signature affixed or attached to this Amendment No. 1 (1) is deemed
4 equivalent to a valid original handwritten signature of the person signing this
5 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
6 any administrative or judicial proceeding, and (2) has the same force and effect as
7 the 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 No. 1 is not conditioned upon the parties conducting the
15 transactions under it by electronic means and either party may sign this Amendment
16 No. 1 with an original handwritten signature.
17 12. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
18 all of which together constitute this Agreement.
19 13. The Agreement as amended and assigned by this Amendment No. 1 is ratified and
20 continued. All provisions of the Agreement not amended by this Amendment No. 1 remain in full
21 force and effect.
22 [SIGNATURE PAGE FOLLOWS]
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1 The parties have executed this Amendment No. 1 on the date stated in the introductory
2 clause, retroactively effective to October 1, 2024.
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ASSIGNOR
4 EMBASSY CONSULTING SERVICES, LLC
COUNTY OF FRESNO
5
6 /544,
Jo ev , C ief President
7 Ernest Buddy Mendes, Chairman of the
11278 Los Alamitos Blvd, #232 Board of Supervisors of the County of Fresno
8 Los Alamitos, CA 90720
Attest:
9 Bernice E. Seidel,
ASSIGNEE Clerk of the Board of Supervisors
10 SRT EXECUTIVE SERVICES LLC County of Fresno, State of California
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By:
12 Deputy
13 Scott Robertson, Vice President of Training &
Operations
14 PO Box 193
15 Mountlake Terrace, WA 98043-0193
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18 For accounting use only:
19 Org No.: 34309999
20 Account No.: 7295
Fund No.: 0001
21 Subclass No.: 10000
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Exhibit A-1
Contractors for Training Services Master Agreement
Business Name Contact Person &Title Phone Number Mailing Address E-mail Address
Ace Overcomers Dave Lockridge, Owner (209) 617-4688 3343 M. St., Merced, CA 95348 dave@aceovercomers.org
Badge Behavior Thomas J. Broxtermann, (858) 342-3985 13481 Calle Colina badgebehavior@gmail.com
Ph.D., Owner Poway, CA 92064
B.L. Solutions, Inc. Richard Garrett, Owner (858) 342-3985 P.O. Box 81745 rgarrett@blsolutions.org
Bakersfield, CA 93380
Cristando House, Inc. Joseph Cristando, President (650) 394-8578 2402 Read Avenue Icristando@cristandohouse.com
Belmont, CA 94002
Custom Training Lee Comer, President (858) 272-3530 5580 La Jolla Blvd., #411 lee@trainersandteachers.com
La Jolla CA, 92037
D-Prep, Inc. Elmo Banning, President/CEO (916) 628-6770 705 E. Bidwell St., Ste 2-357 elmobanning@dprep.com
Folsom, CA 95630
L.E. Professional David Jamie, Director (714) 310-9203 9151 Regal Ave david@lepst.com
Standards Training Anaheim, CA 92804
M.L. Eslinger& Nicole Eslinger, President (916) 990-3611 P.O. Box 876 nicole@eslinger.com
Associates Shingle Springs, CA 95682
Nightingale Tim Nightingale, Owner (559) 970-4349 5132 N. Palm Ave., Fresno, CA tim.nightingaledc@gmail.com
Resolutions 93704
React Medical Kim, Lamb, RN, CEO (559)439-9111 5132 N Palm Ave.,#119, klamb@reactschools.com
Training, Inc. Ext. 205 Fresno, CA 93704-2203
Rescue Training Greg Landin (916) 939-2277 169 Parkshore Drive, Suite greg@rescuetraininginstitute.com
Institute, Inc. 1 #110,Folsom, CA 95630
SRT Executive Scott Robertson,V.P. of (425) 327-4625 137 N. Larchmont Blvd, Ste. 172 Scott@embassycs.com
Services, LLC Training&Operations Los Angeles, CA 90004
Exhibit C-1
Compensation Schedule
Fee per student for 4 Fee per student for 8 Fee per student for 16 Flat Rate Fee per Fee per student for 24
Vendor Name hour class hour class hour class Class hour class$18.75 per person per $18.75 per person per $18.75 per person per Not to exceed $18.75 Not to exceed $18.75 Notes
hour maximum hour maximum hour maximum per person per hour per person per hour
ACE Overcomers-David $150
Lockridge
Badge Behavior- $750 for 4 hours; $1,500
Thomas Broxtermann for 8 hours
8hr. Classes-discount fee to$75
per student starting with 21st
B.L. Solutions, Inc.- $75 $150 $250 student. 10%Discount for
Richard Garrett scheduling for 3-5 classes,20%
Discount for scheduling 6 or more
classes.
Cristando House, Inc. - $70 $125 $250
Joseph Cristando
Custom Training-Lee $75 $150 $300
Comer
D-Prep,lnc. - Elmo $75 $150 $300
Banning
L.E. Professional Please see attached Please see attached Please see attached Offers On-line classes at a
Standards Training- catalog catalog catalog discounted rate
David Jaime
M.L. Eslinger 8
Associates-Nicole $70 $145 $290 May offer discounted rate based
on class and assigned instructor
Eslinger
Nightingale Resolutions
Tim Nightingale $75 $150 $300 12 hr course$225 per participant
React Medical Training- $65 $90 $130
Kim Lamb, RN
Rescue Training
Institute, Inc. -Greg $75 $150 $300
Landin
SRT Executive Services, $75 $150 $300
LLC-Scott Robertson
Exhibit C- 1
Zoom 4hr class - per In-Person 4hr class - per In-Person 8hr class - per In-Person 2 day class - per
Course Name person person person person
Diversity - Now What? $60 $135
Exceptional Service Delivery Models Et Our Mission $135
CSI Strategies and Containment $140
Transfer Hearings and Probation $70 $140
WIC 241.1 Reports $70 $140
Breathe, Think, Testify! $150
California Mandates for Probation (Juvenile or Adult Law $65 $75 $150
CA Peace Officers and Federal Immigration Law Enforcement $65 $75
Custody Credits $145
Direct and Vicarious Supervisor Liability $65 $75 $150
HR 101 for Training Managers - What You Do and Don't Do Matters $55 $65
1 Can Be Sued for What? $65 $75 $150
Information Gatekeeper 101 - Confidentiality and Release $140
POBR - Public Safety Officer Procedural Bill of Rights $65 $75
Our "Red Flag" Employee $55 $65
Social Media Use - Legality and Liability $140
Disciplinary Process and Liability $70 $140
Optics and Leadership Outcomes $135
Our Wellness, Our Responsibility $60 $135
Progressive Discipline for Supervisors $70 $140
The 5 W's of Internal Affairs $140
Trauma Resilience $60 $135
Vertical, Lateral, and Whirlwind Communication in Probation $135
Firearm Use - Application and Liability $300
Necessary Force - Is It Really Necessary? $145
Redefining Use-of-Force Paradigms through De-escalation $145
Strategic Responses to Mental Health Crisis $145