HomeMy WebLinkAboutAgreement A-15-369-2 with Toppan Merrill LLC.pdfAgreement No. 15-369-2
1 SECOND AMENDMENT TO AGREEMENT
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3 THIS SECOND AMENDMENT TO AGREEMENT (hereinafte r "Second Amendment'') is made
4 and entered into this 26th day of March , 2019, by and between COUNTY OF FRESNO, a Political
5 Subdivision of the State of California , Fresno, California (hereinafter "COUNTY"), and TOPPAN
6 MERRILL LLC , a Delaware Corporation , whose address is 1501 Energy Park Drive, St. Paul, MN
7 55108 (hereinafter "CONTRACTOR").
8 WITNESSETH:
9 WHEREAS , COUNTY and Merrill Communications LLC entered into Agreement number 15-
10 369, dated August 11 , 2015 (the "Agreement"), to provide Voter Information Guides and Sample Ballot
11 Booklets;
12 WHEREAS , on or about August 31 , 2018 , Merrill Communications LLC and CONTRACTOR
13 completed a consolidation of the two entities;
14 WHEREAS , COUNTY and CONTRACTOR have entered into the Assignment of Agreement on
15 the date of March 26, 2019 (hereinafter " Assignment"), pursuant to which CONTRACTOR, as the
16 ASSIGNEE, accepted the assignment and transfer of all rights , obligations, duties and liabilities
17 regarding the Agreement as though CONTRACTOR was the signatory party to the Agreement; and
18 WHEREAS , COUNTY and CONTRACTOR now desire to amend the Agreement in order to
19 increase maximum compensation for the period of July 1, 2018 through June 30 , 2019 and for the full
20 term of the Agreement.
21 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which
22 is hereby acknowledged, COUNTY and CONTRACTOR agree as follows :
23 1. Section 4 of the Agreement, located on page 3, lines 12 through 21, is deleted in its
24 entirety and replaced with the following:
25 "In no event shall services performed under this Agreement be in excess of Two Million
26 No/100 Dollars ($2,000,000.00) for the period of August 12 , 2015 through June 30 , 2018 . In no event
27 shall services performed under this Agreement be in excess of Seven Hundred Twenty Thousand and
28 No/100 Dollars ($720,000.00) during the period of July 1, 2018 through June 30, 2019. In no event
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1 shall services performed under th is Agreement be in excess of Seven Hundred Thousand and No/100
2 Dollars ($700 ,000.00) during the period of July 1, 2019 through June 30 , 2020 . The maximum total
3 compensation for services included in this Agreement from the date the Agreement is executed
4 through June 30 2020, will be Three Million Four Hundred Twenty Thousand and No/100 Dollars
5 ($3,420 ,000.00). It is understood that all expenses incidental to CONTRACTOR's performance of
6 services under this Agreement shall be borne by CONTRACTOR."
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2 . Section 11 of the Agreement, located on page 7 , Lines 14 through 17, but only the
heading, CONTRACTOR and the name/address under this head ing are deleted and replaced with the
following :
"General Counsel
Toppan Merrill LLC
1501 Energy Park Drive
St. Paul, MN 55108"
Each person executing this Second Amendment in a representative capacity hereby warrants
and represents to the other party that he or she is authorized to do so and that his or her signature
shall be binding on the party he or she is representing .
COUNTY and CONTRACTOR agree that this Second Amendment is sufficient to amend the
Agreement and , that upon execution of this Second Amendment, the Agreement (as assigned to
CONTRACTOR) and this Second Amendment together shall be considered the Agreement.
The Agreement, as hereby amended , is ratified and continued . All provisions, terms ,
covenants , conditions and promises contained in the Agreement and not amended herein shall remain
in full force and effect.
EXECUTED AND EFFECTIVE as of the date first above set forth .
CONTRACTOR
(A°'ed t:re)
Roy Gross, COO
Print Name & Title
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C~FFRE:; :)
Nathan Magsig , Chairma ~
of Supervisors of the County of Fresno
ATTEST:
BERNICE E. SEIDEL
Clerk of the Board of Supervisors
County of Fresno , State of California
By Su~ ~~'¥
Deputy
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1501 Energy Park Drive
St. Paul, MN 55108
Mailing Address
FOR ACCOUNTING USE ONLY:
Fund : 0001
Subclass : 10000
ORG : 28500100
Account: 7295
ATTEST:
Bernice E. Se idel
Clerk of the Board of Supervisors
County of Fresno , State of Californ ia
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