HomeMy WebLinkAboutAgreement A-15-628-2.pdf1 SECOND AMENDMENT TO AGREEMENT 2 THIS SECOND AMENDMENT TO AGREEMENT (hereinafter "Second Amendment") is made 3 and entered into this __ day of November, 2020, by and between COUNTY OF FRESNO, a Political 4 Subdivision of the State of California, Fresno, California (hereinafter "COUNTY"), and Trinity Services 5 Group, Inc., a Florida corporation, whose address is 477 Commerce Blvd., Oldsmar, FL 34677, 6 (hereinafter "CONTRACTOR"). 7 WITNESS ETH: 8 WHEREAS, COUNTY and CONTRACTOR entered into Agreement number 15-628, dated 15th 9 day of December, 2015 (hereinafter "Agreement"), pursuant to which CONTRACTOR agreed to 1 O provide inmate, juvenile and staff meals for COUNTY Correctional and Juvenile Justice Campus 11 Facilities; and 12 WHEREAS, COUNTY and CONTRACTOR entered into the First Amendment to the 13 Agreement (hereinafter "Amendment I"), dated April 3, 2018, which allowed meal service price 14 adjustments with a maximum increase of three percent (3%) in calendar year 2018, six percent (6%) in 15 calendar year 2019, and six percent (6%) in calendar year 2020 and provided clarification to the 16 Agreement related to COUNTY locations and food preparation services. 17 WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement in order to (i) 18 extend the term of the Agreement for one (1) year for COUNTY's operational purposes and (ii) revise 19 the compensation/invoicing section in anticipation of inflation and California minimum wage increases 20 with CONTRACTOR for calendar year 2021. 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. CONTRACTOR is agreeable to extending the Agreement for another year, January 1, 24 2021 through December 31, 2021 pursuant to Section 2 hereof with a two percent (2. 0%) increase in 25 meal service pricing to offset the inflationary costs associated with purchasing food items and a $0.044 26 increase in meal service pricing to offset the State of California minimum wage adjustment pursuant to 27 Section 3 hereof and as depicted in the attached Exhibit "A" which shall be made part of the 28 Agreement as Exhibit "A-1." - 1 -24thAgreement No. 15-628-2
1 2. Section Four (4) (TERM), at page six (6), between lines seventeen (17) and eighteen 2 (18), the following language is inserted: 3 "The Agreement shall automatically be renewed for an additional one (1) year period after the 4 first five (5) years of this Agreement upon the same terms and conditions herein set-forth." 5 3. Section Six (6) (COMPENSATION/INVOICING), at page eight (8), between lines 6 fourteen (14) and fifteen (15), the following language is inserted and Exhibit "A" attached hereto shall 7 be attached to the Agreement as Exhibit "A-1" at Page twenty-one (21): 8 "On the effective date of the Second Amendment to this Agreement, and, if this Agreement is 9 renewed for an additional year period after the first five (5) years of this Agreement as provided in 10 Section Four (4) hereof, beginning January 1, 2021, the price per meal may be increased, as approved 11 in writing by the COUNTY, through its Sheriff-Coroner, or her/his designee, according to the pricing 12 scale attached hereto as Exhibit "A-1 ". The pricing scale will be effective January 1, 2021 with meals 13 subject to the appropriate sales tax of year 2021." 14 4. Section Six (6) (COMPENSATION/INVOICING), at page nine (9), lines seven (7) 15 through nine (9) are deleted and replaced with the following: 16 "The maximum amount payable by COUNTY to CONTRACTOR under this Agreement is 17 $21,980,460. In the event this Agreement is renewed for the first optional renewal term as provided in 18 Section Four (4), herein, the maximum amount payable by COUNTY to CONTRACTOR under this 19 Agreement will be $30,289,950. In the event this Agreement is renewed for the second optional 20 renewal term as provided in Section Four (4), herein, the maximum amount payable by COUNTY to 21 CONTRACTOR under this Agreement will be $38,931,819. If this Agreement is renewed for an 22 additional one (1) year period after the first five (5) years of this Agreement, pursuant to Section Four 23 (4) herein, in no event shall the maximum amount payable by COUNTY to CONTRACTOR under this 24 Agreement be in excess of Forty-Seven Million, One Hundred Eighty-One Thousand, Two Hundred 25 Eighty-Two Dollars ($47,181,282) for the entire six (6) year term of this Agreement." 26 5. The following language shall be added as Section Eighteen (18) (CONSISTENT 27 FEDERAL INCOME TAX POSITION), at page fourteen (14), on line nineteen (19): 28 "CONTRACTOR acknowledges that the Juvenile Justice Campus (JJC), the Main Jail, South -2 -
1 Annex Jail, and North Annex Jail have been acquired, constructed, or improved, and that West Annex 2 Jail has been or will be acquired, constructed, or improved, by using net proceeds of governmental 3 tax-exempt bonds (collectively, "Bond-Financed Facilities"). CONTRACTOR agrees that, with respect 4 to this Agreement and the Bond Financed Facilities, CONTRACTOR is not entitled to take, and shall 5 not take, any position (also known as a "tax position") with the Internal Revenue Service ("IRS") that is 6 inconsistent with being a "service provider" to COUNTY, as a "qualified user" with respect to the Bond-? Financed Facilities, as "managed property," as all of those terms are used in Internal Revenue Service 8 Revenue Procedure 2017-13, and to that end, for example, and not as a limitation, CONTRACTOR 9 agrees that CONTRACTOR shall not, in connection with any federal income tax return that it files with 10 the IRS or any other statement or information that it provides to the IRS, (a) claim ownership, or that it 11 is a lessee, of any portion of the Bond Financed Facilities, or (b) claim any depreciation or amortization 12 deduction, investment tax credit, or deduction for any payment as rent with respect to the Bond-13 Financed Facilities." 14 6. COUNTY and CONTRACTOR agree that this Second Amendment is sufficient to 15 amend the Agreement and, that upon execution of this Second Amendment, the Agreement, 16 Amendment I and this Amendment II together shall be considered the Agreement. 17 7. The Agreement, as hereby amended, is ratified and continued. All provisions, terms, 18 covenants, conditions and promises contained in the Agreement and not amended herein shall remain 19 in full force and effect. 20 8. This Amendment may be executed in any number of counterparts, each of which shall 21 be deemed an original, but all of which together shall constitute one and the same Amendment, 22 binding on the Parties according to its terms and conditions. 23 II 24 II 25 II 26 II 27 II 28 II -3-
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EXECUTED AND EFFECTIVE as of the date first above set forth.
CONTRACTOR
1-1--------------------
David M . Miller, Chief Oper~ting Officer
{)~J/f'lJtLLv
Print Name & Title
LL,, II, >I ;1//, /11 r'/ I ~v CO 0
Mailing Address
Trinity Services Group
Attn: David Miller, COO
477 Commerce Blvd.
Oldsmar, FL 34677
FOR ACCOUNTING USE ONLY:
Fund : 0001
Subclass : 10000
ORG : 31114000
Account: 7055
- 4 -
COUNTY OF FRESNO
L.Y-;~~ Ernest BuddyMens,Chairman of the
Board of Supervisors of the County of
Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit A [Price per Meal Scale is immediately attached hereto] -5 -
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ExhibitA-1 INMATE POPULATION LOW HIGH 1,000.00 1,099.00 1,100.00 1,199.00 1,200.00 1,299.00 1,300.00 1,399.00 1,400.00 1,499.00 1,500.00 1,599.00 1,600.00 1,699.00 1,700.00 1,799.00 1,800.00 1,899.00 1,900.00 1,999.00 2,000.00 2,099.00 2,100.00 2,199.00 2,200.00 2,299.00 2,300.00 2,399.00 2,400.00 2,499.00 2,500.00 2,599.00 2,600.00 2,699.00 2,700.00 2,799.00 2,800.00 2,899.00 2,900.00 2,999.00 3,000.00 3,099.00 3,100.00 3,199.00 3,200.00 3,299.00 3,300.00 3,399.00 3,400.00 3,499.00 3,500.00 3,599.00 2021-FRESNO COUNTY JAIL PRE-SALES PER DAILY MEAL COUNT YEARLY MEAL COUNT SALES TAX TAX PER MEAL PRICE MEAL PRICE LOW HIGH LOW HIGH 3,000.00 3,297.00 1,095,000.00 1,203,405.00 $3.370 $0.269 $3.639 3,300.00 3,597.00 1,204,500.00 1,312,905.00 $3.152 $0.251 $3.403 3,600.00 3,897.00 1,314,000.00 1,422,405.00 $2.971 $0.237 $3.208 3,900.00 4,197.00 1,423,500.00 1,531,905.00 $2.818 $0.225 $3.043 4,200.00 4,497.00 1,533,000.00 1,641,405.00 $2.687 $0.214 $2.901 4,500.00 4,797.00 1,642,500.00 1,750,905.00 $2.574 $0.205 $2.779 4,800.00 5,097.00 1,752,000.00 1,860,405.00 $2.474 $0.197 $2.671 5,100.00 5,397.00 1,861,500.00 1,969,905.00 $2.386 $0.190 $2.576 5,400.00 5,697.00 1,971,000.00 2,079,405.00 $2.308 $0.184 $2.492 5,700.00 5,997.00 2,080,500.00 2,188,905.00 $2.239 $0.179 $2.418 6,000.00 6,297.00 2,190,000.00 2,298,405.00 $2.176 $0.174 $2.349 6,300.00 6,597.00 2,299,500.00 2,407,905.00 $2.118 $0.169 $2.287 6,600.00 6,897.00 2,409,000.00 2,517,405.00 $2.066 $0.165 $2.230 6,900.00 7,197.00 2,518,500.00 2,626,905.00 $2.019 $0.161 $2.180 7,200.00 7,497.00 2,628,000.00 2,736,405.00 $1.977 $0.158 $2.135 7,500.00 7,797.00 2,737,500.00 2,845,905.00 $1.937 $0.154 $2.092 7,800.00 8,097.00 ?,847,000.00 2,955,405.00 $1.900 $0.152 $2.052 8,100.00 8,397.00 2,956,500.00 3,064,905.00 $1.866 $0.149 $2.015 8,400.00 8,697.00 3,066,000.00 3,174,405.00 $1.832 $0.146 $1.978 8,700.00 8,997.00 3,175,500.00 3,283,905.00 $1.797 $0.143 $1.941 9,000.00 9,297.00 3,285,000.00 3,393,405.00 $1.769 $0.141 $1.910 9,300.00 9,597.00 3,394,500.00 3,502,905.00 $1.746 $0.139 $1.886 9,600.00 9,897.00 3,504,000.00 3,612,405.00 $1.721 $0.137 $1.858 9,900.00 10,197.00 3,613,500.00 3,721,905.00 $1.700 $0.136 $1.836 10,200.00 10,497.00 3,723,000.00 3,831,405.00 $1.681 $0.134 $1.815 10,500.00 10,797.00 3,832,500.00 3,940,905.00 $1.661 $0.132 $1.793 Special Diet Meals $4.54( $0.362 $4.902 $2.19E $0.17' $2.37~ -6-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 INMATE POPULATION LOW HIGH 455.00 480.00 430.00 454.00 405.00 429.00 380.00 404.00 355.00 379.00 330.00 354.00 305.00 329.00 280.00 304.00 255.00 279.00 230.00 254.00 205.00 229.00 180.00 204.00 2021 -JUVEN1LE JUSTICE CAMPUS PRE DAILY SNACK SALESTAX TOTAL DAILY MEAL COUNT COUNT SALES PER MEAL COST PER TAX MEAL LOW HIGH LOW HIGH PRICE 1,365.00 1,440.00 455.00 480.00 $2.649 $0.211 $2.860 1,290.00 1,362.00 430.00 454.00 $2.720 $0.217 $2.937 1,215.00 1,287.00 405.00 429.00 $2.798 $0.223 $3.021 1,140.00 1,212.00 380.00 404.00 $2.888 $0.230 $3.118 1,065.00 1,137.00 355.00 379.00 $2.989 $0.238 $3.227 990.00 1,062.00 330.00 354.00 $3.091 $0.246 $3.337 915.00 987.00 305.00 329.00 $3.244 $0.259 $3.502 840.00 912.00 280.00 304.00 $3.413 $0.272 $3.685 765.00 837.00 255.00 279.00 $3.615 $0.288 $3.903 690.00 762.00 230.00 254.00 $3.860 $0.308 $4.168 615.00 687.00 205.00 229.00 $4.164 $0.332 $4.496 540.00 612.00 180.00 204.00 $4.551 $0.363 $4.914 SPECIAL DIET MEALS EACH $4.540 $ 0.362 $ 4.902 STAFF MEALS EACH $2.090 $ 0.167 $ 2.257 -7 -PRE SALES SALES TAX TOTAL COST TAX PER SNACK PER SNACK SNACK PRICE $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712 $0.659 $0.053 $0.712