HomeMy WebLinkAbout32126AGREEMENT NO.12-334-1
AMENDMENT I TO AGREEMENT
THIS AMENDMENT TO AGREEMENT is made and entered into this \^day of
"3i>cm , 2015, by and between the COUNTY OF FRESNO,a Political Subdivision of the
State of California,hereinafter referred to as "COUNTY",and McWilliams Mailliard
Technology Group,Inc. a California Profit corporation,whose address is 1870 Jackson
Street,Suite 704,San Francisco,CA 94109,hereinafter referred to as "CONTRACTOR".
WITNESSETH:
WHEREAS,the parties entered into that certain Agreement,identified as County
Agreement No.12-334, effective July 25, 2012,hereinafter referred to as "Agreement",
pursuant to which CONTRACTOR agreed to provide Internet technology solutions through its
third party software,and human services software applications created specifically for the
Aging Network;and
WHEREAS,the parties desire to amend Agreement No.12-334 regarding changes as
stated below and restate the Agreement in its entirety.
NOW,THEREFORE,in consideration of their mutual promises covenants and
conditions,hereinafter set forth,the sufficiency of which is acknowledged,the parties agree as
follows:
1.That existing COUNTY Agreement No.12-334 shall be amended by deleting in
its entirety Section 8.1 on Page Six (6),and inserting the following in its place:
"8.1 TERM
This Agreement shall become effective on the 25th of July,2012 and
shall terminate on June 30,2016,with invoicing submitted no later than September 30,2016."
2.That existing COUNTY Agreement No.12-334,Section 8.2 Renewal shall be
deleted in its entirety.
3.That all references in existing COUNTY Agreement No.12-334 to "Exhibit I"shall
be changed to read "Revised Exhibit I"attached hereto and incorporated herein by this
reference.
4.That existing COUNTY Agreement No.12-334 shall be amended by adding
COUNTY Ol<'l-RKS\()
Fresno.CA
section 10.7,to section 10,on Page Nine (9), to read in its entirety as follows:
"10.7 DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-
profit or non-profit corporation)or if during the term of this agreement,the CONTRACTOR
changes its status to operate as a corporation.
Members of the CONTRACTOR'S Board of Directors shall disclose any self-
dealing transactions that they are a party to while CONTRACTOR is providing goods or
performing services under this agreement.A self-dealing transaction shall mean a transaction
to which the CONTRACTOR is a partyand in which one or more of itsdirectors has a material
financial interest.Members of the Board of Directors shall disclose any self-dealing
transactions that they are a party to by completing and signing a Self-Dealing Transaction
Disclosure Form,attached hereto as Exhibit J and by this reference incorporated herein, and
submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter."
5. This Amendment I to Agreement shall become effective upon execution by the
parties.COUNTY and CONTRACTOR agreethat this Amendment I is sufficient to
Amend the Agreement and,that upon execution of this Amendment I,the Agreement and
Amendment together shall be considered 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.
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COUNTY OFFRFSNO
Fresno,CA
IN WITNESS WHEREOF,the parties hereto have executed this Amendment
Agreement as of the
day and year first hereinabove written.
ATTEST:
to
CONTRACTOR:
McWilliams Mailliard Technology
Group,Inc.
By:'HMMA
President and Secretary
McWilliams Mailliard Technology
Group,Inc.
Mailing Address/Phone:
McWilliams Mailliard Technology Group,Inc
Antoinette Mailliard
1870 Jackson Street,Ste #107
San Francisco,CA 94109
Phone:415-771-3452
E-mail:amaillard@mmtg.com
COUNTY OF FRESNO
KkAkkkj
Deborah A.Poochigian,Chairrpjan
Board of Supervisors
By:
BERNICE E.SEIDEL,Clerl
Board of Supervisors
*v
PLEASE SEE ADDITIONAL
SIGNATURE PAGE ATTACHED
(.<>l'NTY(>l-l-RI.SNi >
Fresno.C \
1 APPROVED AS TO LEGAL FORM:
2 DANIEL C. CEDERBORG, COUNTY COUNSEL
3
4 By:~~~~~~~~~~~-----
5
6
7 APPROVED AS TO ACCOUNTING FORM:
8 VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
9
10
11 By: (),u~
12
13
14 REVIEWED AND RECOMMENDED FOR
APPROVAL:
15
16
17 By: ~~~~~."WI.-~f.::::P::..::..:.._" ____ _
18
19
20
21
22 FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
23 Organization: 56108550
Account/Program: 7294/0 24
25
26 DEN:pv
27
28
-4 -COUNTY 01' I'RI·:SNO
I 'rcsno, C;\
REVISED EXHIBIT I
Budgets
Fresno County FY -2012-13, 2013-14, 2014-15 and 2015-16
FRESNO COUNTY 2012-13
Description Units Price Amount
Subscription
Software Subscription Fee-AACTS. $165/qtr per user, payable in
advance quarterly, based on highest number of users during
billing period. Adjustments may be made in arrears. Four
Quarters: Oct-Dec 2012, Jan-Mar, Apr-June, July-Sept 2013. (July-
Sept qtr. payable by June 30.) 33 $600.00 $19,800.00
Updates/Enhancements
ACTS Upgrade/Enhancement Budget. For changes to State data
gathering and reporting requirements and other indicated
updates. Charges are shared pro rata among AACTS subscriber
counties, based number of licenses. County will be charged only
for upgrades/enhancements actually implemented. 33 $200.00 $6,600.00
New/replacement User Training:
New User Training consisting two sessions of 1-on-1 training for 1
student with AACTS trainer using on-line "shadowing" combined
with telephone instruction. Fees apply only to trainings used. 8 $400.00 $3,200.00
Advanced Skills Seminar
On-site Advanced Skills seminar plus custom curriculum. Each
Module comprised of one half-day session. 1 $3,000.00 $3,000.00
Travel Time & Expense
San Francisco-Fresno, air travel, rental car travel time/expenses.
For Advanced Skills Seminar. 1 $1,876.00 $1,876.00
AACTS Client Access License (CAL)
Each CAL grants single user-access to County's AACTS database.
Vacated CALs are transferable to replacement users. 3 $950.00 $2,850.00
TOTAL $37,326.00
FRESNO COUNTY 2013-14
Description Units Price Amount
Subscription
Software Subscription Fee-AACTS. $165/qtr per user, payable in
advance quarterly, based on highest number of users during
billing period. Adjustments may be made in arrears. Four
Quarters: Oct-Dec 2013, Jan-Mar, Apr-June, July-Sept 2014. (July-
Sept qtr. payable by June 30.) 33 $660.00 $21,780.00
Updates/Enhancements
AACTS Upgrade/Enhancement Budget. For changes to State
data gathering and reporting requirements and other indicated
updates. Charges are shared pro rata among AACTS subscriber
counties, based number of Licenses. County will be charged only
for upgrades/enhancements actually implemented. 33 $220.00 $7,260.00
New/replacement User Training:
New User Training consisting two sessions of 1-on-1 training for 1
student with AACTS trainer using on-line "shadowing" combined
with telephone instruction. Fees apply only to trainings used. 8 $400.00 $3,200.00
AACTS Client Access License (CAL)
Each CAL grants single user-access to County's AACTS database.
Vacated CALs are transferable to replacement users. 3 $1,000.00 $3,000.00
TOTAL $35,240.00
FRESNO COUNTY 2014-15
Description Units Price Amount
Subscription
Software Subscription Fee -AACTS. $165/qtr per user, payable in
advance quarterly, based on highest number of users during
billing period. Adjustments may be made in arrears. Four
Quarters: Oct-Dec 2014, Jan-Mar, Apr-June, July-Sept 2015. (July-
Sept qtr. payable by June 30.) 33 $660.00 $21,780.00
Updates/Enhancements
AACTS Upgrade/Enhancement Budget. For changes to State
data gathering and reporting requirements and other indicated
updates. Charges are shared pro rata among AACTS subscriber
counties, based number of Licenses. County will be charged only
for upgrades/enhancements actually implemented. 33 $220.00 $7,260.00
New/replacement User Training:
New User Training consisting two sessions of 1-on-1 training for 1
student with AACTS trainer using on-line "shadowing" combined
with telephone instruction. Fees apply only to trainings used. 8 $400.00 $3,200.00
AACTS Client Access License (CAL)
Each CAL grants single user-access to County's AACTS database.
Vacated CALs are transferable to replacement users. 3 $1,000.00 $3,000.00
TOTAL $35,240.00
FRESNO COUNTY 2015-16
Description Units Price Amount
Subscription
Software Subscription Fee-AACTS. $150/qtr per user, payable in 33 $600.00 $19,800.00
advance quarterly, based on highest number of users during
billing period. Adjustments may be made in arrears. Four
Quarters: Oct-Dec 2015, Jan-Mar, Apr-June, July-Sept 2016. (July-
Sept qtr. payable by June 30.)
Updates/Enhancements
AACTS Upgrade/Enhancement Budget. For changes to State 33 $220.00 $7,260.00
data gathering and reporting requirements and other indicated
updates. Charges are shared pro rata among AACTS subscriber
counties, based number of Licenses. County will be charged only
for upgrades/enhancements actually implemented.
New/replacement User Training:
New User Training consisting two sessions of 1-on-1 training for 1 8 $400.00 $3,200.00
student with AACTS trainer using on-line "shadowing" combined
with telephone instruction. Fees apply only to trainings used.
AACTS Client Access License (CAL)
Each CAL grants single user-access to County's AACTS database. 2 $950.00 $1,900.00
Vacated CALs are transferable to replacement users.
TOTAL $32,160.00
Use of AACTS via CareAccess Web Portal system requires separate agreement with CareAccess. For
CareAccess information, please contact Edith Gong, egong@careaccess.biz
MMTG HAS NO FINANCIAL INTEREST IN AND RECEIVES NO COMMISSION OR FINANCIAL BENEFIT FROM CARE ACCESS.
SELF-DEALING TRANSACTION DISCLOSURE FORM
Exhibit J
Page I of2
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
''A self-dealing transaction means a transaction to which the corporation is a party and in which
one or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealinq transaction you are a p_artyto_l:
..
Exhibit 1
Page 2of2
( 4) Explain why this self-dealing transaction is, consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: I Date: I