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HomeMy WebLinkAboutAgreement A-25-543 Amendment No. 3 to Agreement with Reading and Beyond.pdf Agreement No. 25-543 1 AMENDMENT NO. 3 TO SERVICE AGREEMENT 2 This Amendment No. 3 to Service Agreement ("Amendment No. 3") is dated 3 October 21, 2025 and is between Reading and Beyond, a California 501 C3 Non-Profit 4 corporation ("Contractor"), and the County of Fresno, a political subdivision of the State of 5 California ("County"). 6 Recitals 7 A. On March 28, 2023, the County and the Contractor entered into a service agreement, 8 which is County agreement number A-23-129, to provide community health support and 9 promote health intervention activities for implementation of Fresno County's Initiative to Address 10 COVID-19 Related Health Disparities. 11 B. On March 19, 2024, the County and the Contractor entered into a First Amendment, 12 which is County agreement number A-24-127 to correct the Catalog of Federal Domestic 13 Assistance Number and revise the budget. 14 C. On December 17, 2024, the County and the Contractor entered into a Second 15 Amendment, which is County agreement number A-24-688 (Agreement number A-23-129 , First 16 Amendment number A-24-127, and Second Amendment number A-24-688 collectively, shall be 17 referred to herein as "the Agreement"), to extend the term of the Agreement and revise the 18 budget. 19 D. The County and the Contractor now desire to further amend the Agreement to (1) extend 20 the term of the agreement and; (2) increase the maximum compensation of the Agreement and; 21 Amend Article 7 of the Agreement and; (4) replace Exhibit B with Revised Exhibit B-3 to adjust 22 annual budget amounts to reflect actuals, carryover unspent funds from the current fiscal year 23 three to fiscal year four, and reallocate carryover funds in fiscal year four to adjust for costs of 24 the extended term. 25 The parties therefore agree as follows: 26 1. Section 3.2 titled Maximum Compensation of the Agreement located at page Two (2) 27 beginning at line Seventeen (17) with the number "3.2" and ending at line Twenty-Seven (27) 28 with the word "Agreement" is deleted in its entirety and replaced with the following: 1 1 "3.2 Maximum Compensation. The maximum compensation payable to the 2 Contractor under this Agreement is One Million Four Hundred Forty-Nine 3 Thousand Dollars and 00/100 ($1,449,000), commencing as of the effective date, 4 for the entire term of the agreement including any extensions set forth by section 5 4.2 of this Agreement. The Contractor acknowledges that the County is a local 6 government entity, and does so with notice that the County's powers are limited 7 by the California Constitution and by State law, and with notice that the 8 Contractor may receive compensation under this Agreement only for services 9 performed according to the terms of this Agreement and while this Agreement is 10 in effect, and subject to the maximum amount payable under this section. The 11 Contractor further acknowledges that County employees have no authority to pay 12 the Contractor except as expressly provided in this Agreement." 13 2. Section 4.1 titled Term of the Agreement located at page Three (3) beginning at line 14 Twenty (20)with the number"4.1" and ending at line Twenty-Two (22)with the word "below" is 15 deleted in its entirety and replaced with the following: 16 "4.1 Term. This Agreement is effective on March 28, 2023 and terminates on 17 December 31, 2026, except as provided in section 4.2, "Extension," or Article 6, 18 "Termination and Suspension," below." 19 3. Article 7 titled Funding Source located at page Six (6) beginning at line Eight (8)with the 20 word "Article" and ending at line Seventeen (17)with the number"93.323" is deleted in its 21 entirety and replaced with the following: 22 "7.1 Services Funding Source. Funding for these services is provided by the 23 California Department of Health Care Services Medi-Cal Managed Care Plan 24 funding and the US Department of Health and Human Services CDC —Activities 25 to Support State, Tribal, Local and Territorial (STLT) Health Department 26 Response to Public Health or Healthcare Crises (Catalog of Federal Domestic 27 Assistance Number 93.391). 28 2 1 7.2 Prohibition of Duplicative Services. The Contractor certifies that services 2 performed under this Agreement do not duplicate any services previously or 3 currently funded by Federal, State, County, or any other funding source and shall 4 not use any portion of funds under this Agreement for duplicative services." 5 4. That all references in Agreement to "Exhibit B", "Revised Exhibit B", "Revised Exhibit B- 6 1", and "Revised Exhibit B-2" shall be changed to read "Revised Exhibit B-Y. Revised Exhibit 7 B-3 is attached hereto and incorporated herein by this reference. 8 5. When both parties have signed this Amendment No. 3, the Agreement, Amendment No. 9 1, Amendment No. 2, and this Amendment No. 3 together constitute the Agreement. 10 6. The Contractor represents and warrants to the County that: 11 a. The Contractor is duly authorized and empowered to sign and perform its obligations 12 under this Amendment. 13 b. The individual signing this Amendment on behalf of the Contractor is duly authorized 14 to do so and his or her signature on this Amendment legally binds the Contractor to 15 the terms of this Amendment. 16 7. The parties agree that this Amendment may be executed by electronic signature as 17 provided in this section. 18 a. An "electronic signature" means any symbol or process intended by an individual 19 signing this Amendment to represent their signature, including but not limited to (1) a 20 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 21 electronically scanned and transmitted (for example by PDF document)version of an 22 original handwritten signature. 23 b. Each electronic signature affixed or attached to this Amendment (1) is deemed 24 equivalent to a valid original handwritten signature of the person signing this 25 Amendment for all purposes, including but not limited to evidentiary proof in any 26 administrative or judicial proceeding, and (2) has the same force and effect as the 27 valid original handwritten signature of that person. 28 3 1 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5, 2 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 3 2, Title 2.5, beginning with section 1633.1). 4 d. Each party using a digital signature represents that it has undertaken and satisfied 5 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) 6 through (5), and agrees that each other party may rely upon that representation. 7 e. This Amendment is not conditioned upon the parties conducting the transactions 8 under it by electronic means and either party may sign this Amendment with an 9 original handwritten signature. 10 8. This Amendment may be signed in counterparts, each of which is an original, and all of 11 which together constitute this Amendment. 12 9. The Agreement as previously amended and amended by this Amendment No. 3 is 13 ratified and continued. All provisions of the Agreement as previously amended and not 14 amended by this Amendment No. 3 remain in full force and effect. 15 [SIGNATURE PAGE FOLLOWS] 16 17 18 19 20 21 22 23 24 25 26 27 28 4 1 The parties are signing this Amendment No. 3 on the date stated in the introductory 2 clause. 3 CONTRACTOR COUNTY OFFRESNO 4 READING AND BEYOND 6 Sandra R. Flores, Chief Executive Officer Ernest Buddy Men es, Chairman of the 10/2/2025 Board of Supervisors of the County of Fresno 7 Date Attest: 8 Bernice E. Seidel Clerk of the Board of Supervisors 9 Mailing Address: County of Fresno, State of California 1546 N Street 10 Fresno, CA 93721 11 Deputy 12 For accounting use only: 13 Org No.: 56201558, 56201022, 56201557, 56201621 Account No.: 7295 14 Fund No. : 0001 Subclass No.: 10000 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 Revised Exhibit B-3 ft'—pV. ft,—pV:-, ftp pv. ft'—pV.