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HomeMy WebLinkAboutAgreement A-25-404 First Amendment to Agreement with Guardian RFID.pdf Agreement No. 25-404 1 AMENDMENT NO. 1 TO SERVICE AGREEMENT 2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated 3 August 19, 2025 and is between Codex Corporation d/b/a GUARDIAN RFID 4 ("GUARDIAN RFID" or "Contractor"), a Minnesota corporation, and the County of Fresno, a 5 political subdivision of the State of California ("County"). 6 Recitals 7 A. On August 8, 2023, the County and the Contractor entered into Agreement 8 number A-23-386, to implement the GUARDIAN RFID System by licensing the 9 software, purchasing the hardware and support services, and obtaining rights to 10 use the web-based software as a service platform. 11 B. The County has a need for additional hardware and software from the Contractor 12 as described in the new Addendum B-1. 13 C. The Contractor has the capacity to provide the additional hardware and software 14 to the County. 15 D. The County and the Contractor now desire to amend the Agreement to increase 16 the total licenses and Agreement maximum compensation for purchase of further 17 hardware. 18 The parties therefore agree as follows: 19 1. Addendum B is deleted in its entirety and replaced with Addendum B-1, attached to 20 this Amendment No. 1 and incorporated by this reference. All references to 21 Addendum B shall be replaced with Addendum B-1. 22 2. When both parties have signed this Amendment No. 1, the Agreement, and this 23 Amendment No. 1 together constitute the Agreement. 24 3. 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. 27 28 1 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 legally binds the 3 Contractor to the terms of this Amendment No. 1. 4 4. The parties agree that this Amendment may be executed by electronic signature as 5 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 for all purposes, including but not limited to evidentiary proof in any 14 administrative or judicial proceeding, and (2) has the same force and effect as the 15 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 5. This Amendment No. 1 may be signed in counterparts, each of which is an original, 26 and all of which together constitute this Amendment. 27 28 2 1 6. 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 3 full force and effect. 4 [SIGNATURE PAGE FOLLOWS] 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 1 The parties are signing this Amendment No. 1 on the date stated in the introductory 2 clause. 3 CODEX CORPORATION, DBA GUARDIAN COUNTY OF FRESNO 4 RFID 5 CT _ ��Chair=man 6 Ernest Buddy Men , �the Board of Supervisors of the County of Fresno 7 Attest: 8 Bernice E. Seidel Clerk of the Board of Supervisors 9 County of Fresno, State of California 10 Mark Cowley, Director of Jail Operations By: 11 Deputy 6900 Wedgwood Rd N #325 12 Maple Grove, MN 55311 13 For accounting use only: 14 Org No.: 31114008 Account No.: 7295 15 Fund No.: 0001 Subclass No.: 10000 16 17 18 19 20 21 22 23 24 25 26 27 28 4 GUARD/ANRF/D GUARDIAN RFID SYSTEM AGREEMENT ADDENDUM B-1 FEE PAYMENT SCHEDULE Fee Type* Event Occurrence Amount First 25% of Initial Term Contract Execution $65,968.86 Fee Date 08/08/2023 Second 25% of Initial Term Access to GUARDIAN RFID Mission Command $65,968.86 Fee prior to the Go-Live Date Date (07/16/2024) Third 25% of Initial Term Delivery of Hardware $65,968.86 Fee Date (07/16/2024) Final 25% of Initial Term Go-Live Date $65,968.86 Fee Date 10/12/2024 Extended Term Year One First Year Anniversary of the Go-Live Date $58,395.00 Renewal Fee*** 15 Additional Mobile Command Licenses (@ $775 $11,625.00 New Annual SRF $70,020.00 Date (10/12/2025) (Unless the Agreement is terminated prior to renewal pursuant to Section 18 of the Agreement) Additional Hardware 15 Additional Spartans @ $1,195 $17,925.00 One Time Cost Extended Term Year Two Second-year anniversary of the Go-Live Date $70,020.00 Renewal Fee*** (Unless the Agreement is terminated prior to renewal pursuant to Section 18 of the Agreement) Date 10/12/2026 Extended Term Year Three Third-year anniversary of the Go-Live Date $70,020.00 Renewal Fee*** (Unless the Agreement is terminated prior to Date 10/12/2027 renewal pursuant to Section 18 of the Agreement) Additional Fees Please see ID Card and Supplies breakdown on $65,280.25 the following page Modification Fee [No such modification contemplated as of the [N/A] Effective Date.] *These amounts do not include any taxes. ID CARDS AND SUPPLIES GUARDIAN RFID System Agreement Renewal Amendment 1 ©2020 GUARDIAN RFID.All rights reserved. GUARDIAN RFID is a U.S.registered trademark. (Rev.7/2020) GUARDIANRF/D GUARDIANRFID Company Address 6900 Wedgwood Rd.N,Suite 325 Created Date 6/20/2025 Maple Grove,Minnesota 55311 United States Quote Name FresnoCoCA Contract Updated Suppllies Quote Number 00012598 Prepared By Mark Cowley Email mark.cowley@guardianrfid.com Note Please note that some items in this quote carry a yearly renewal fee.Please speak with your Account Manager for more details. Product Product Family Quantity Sales Price Total Price Warranty Max Replacements GUARDIAN RFIDO ID Cards(200/box)-No Hole Hardware 135.00 $300.00 $40,500.00 None N/A GUARDIAN RFIDO SPARTAN 3TM -Single Battery Hardware 158.00 $90.00 $14,220.00 N/A N/A GUARDIAN RFIDO SPARTAN'"3 Slender Hand Strap Hardware 237.00 $12.00 $2,844.00 N/A N/A Zebra@ Print Session Cleaning Kit(15,000 prints)-3 Pack Hardware 5.00 $31.25 $156.25 None N/A Zebra@ ZXP Series 7 Printer Toner(750 prints) Hardware 36.00 $210.00 $7,560.00 None N/A Subtotal $65,280.25 Total Price $65,280.25 Grand Total $65,280.25 GUARDIAN RFID System Agreement Renewal Amendment 12 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. (Rev.7/2020)