THIRD AMENDMENT TO
AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR
THIS THIRD AMENDMENT TO AGREEMENT FOR SERVICES OF INDEPENDENT CONTRACTOR ("Third Amendment") is made and entered into as of September 1, 2023 ("Effective Date") by and between City of Alameda (G'Partner") and CivicWell (formerly the Local Government Commission), a California nonprofit public benefit corporation.
RECIT ALS
A. WHEREAS, Partner and CivicWell have entered into the Agreement (as defined below); and B. WHEREAS, Partner and CivicWell amended the Agreement on September 30, 2021 and May 9, 2022; and
C. WHEREAS, Partner and CivicWell desire to modify the Agreement on the terms and conditions set forth herein to update contractual clauses.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, Partner and CivicWell hereby covenant and agree as follows:
AGREEMENT
1. Agreement. Refers to the Agreement for Services of Independent Contractor dated May 31, 2021, the First Amendment dated September 30, 2021, and the Second Amendment dated May 9, 2022 between the Partner and CivicWell.
2. Definitions. Defined terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.
3. Modifications to the Agreement. The Agreement is hereby modified as follows:
a. Agreement - 4. Term. Agreement - 4. Term is hereby amended by replacing the second paragraph with the following:
This Agreement may be terminated prior to the end of the Term upon the bankruptcy or insolvency of either party or upon 30 days' written notice by the terminating party to the non-terminating party.
If either party defaults in the performance of this Agreement or materially breaches any of its provisions, the non-breaching party may terminate the Agreement by giving written notice to the breaching party.
Termination will take effect immediately on receipt of notice by the breaching party or five days after mailing of notice, whichever occurs first. For purposes of this provision, material breach of this Agreement includes, but is not limited to, the following: (a) Partner's failure to pay CivicWell any compensation due within 30 days after written demand for payment; (b) CivicWell's failure to perform {00022668.1} Page 1 of 5
the Services as provided in this Agreement; (c) Partner offering employment to the Fellow that is substantially similar to their CivicSpark scope of work, with a start date prior to the service year-end date as described in Exhibit C(l)(j); or (d) either party5s material breach of any representation or agreement contained in this Agreement.
b. Agreement - 10. Notices. Agreement - 10. Notices is hereby amened to the following:
To CivicWell: Lare Bloodworth
CivicWell
PO Box 188800
Sacramento, CA 95818
916-448-1198 x302
916-448-8246 fax
[email protected]
c. ExhibitE - Scope of Services. ExhibitB - Scope ofServices, Item 3 is hereby added:
Project Specific Scope of Work
a. The project will include planning, programs, outreach, education, and policy development to support Alameda's goals of decarbonizing the transportation and building sectors, sequestering carbon through enhancing the urban forest and adapting to sea level rise and other climate driven hazards. The project may also include work related to efforts to seismically retrofit older multi-family residential buildings. b. The Fellow will support deep community engagement and education for various projects and support data collection and communication of our progress towards achieving CARP goals through the 2023 annual report and dashboard. c. This project will include,: (1) an initial gap assessment conducted by the Fellow, (2) a volunteer engagement component, and (3) a transitional support activity. i. Minor changes to the scope following the requisite gap assessment process may be needed.
ii. The project will comply with AmeriCorps service guidelines including prohibited activities described in Exhibit A - Contracted Performance Measures and Prohibited Activities.
d. Exhibit C - Partrier Responsibilities. Exhibit C - Partner Responsibilities, amended to include the following:
Section I.c.vi: Provide adequate professional workspace for Fellows within the office (e.g., desk, computer, phone, etc.), and ensure that site and workplace are accessible to individuals with disabilities if needed.
a. Provide a laptop or equivalent computer if Fellow(s) will be teleserving from home on a regular basis (e.g. hybrid schedule).
Section l.j: Not offer the CivicSpark Fellow part- or full-time employment that is substantially similar to their CivicSpark scope of work, with a start date prior to the service year-end date. Such circumstances would constitute a material breach of this Agreement as described under Section 5. Termination above, {00022668.1 } Page 2 of 5
and Partner would remain responsible for paying any remaining amounts due under this Agreement had the Fellow completed their project with the Partner. e. ExhibitD - Compensation. ExhibitD - Compensation, Paragraph 2 is hereby amended in its entirety to read as follows:
CivicWell shall be compensated for the services performed in accordance with the original agreement and the First Amendment, and Second Amendment consistent with the terms of those agreements.
Additionally, CivicWell shall be compensated for this Third Amendment, covering services performed during the period between September 12, 2023 and December 31, 2024, at the rates set forth below.
Compensation for services performed pursuant to the Third Amendment shall not exceed $31,000. Total Compensation for this Agreement as amended shall not exceed $117,500.
Previous Year Cost of Fellows & Number of Fellows 2021-22 $28,50gfor I Fellow
2022-23 $58,00gfor 2 Fellows
2023-24 $31,00gfor 1 Fellow
CivicWell will receive no more than $31,000 for one (1) Fellow for performing the services set forth in this Agreement.
Per Fellow Benefits
Costs $31,000/Fellow
Project Support 11 Months, 1,300+ project hours
Additional Benefits
Up to 80 additional project-prep hours.
Up to 100 volunteer engagement hours.
Work completed under this contract will be performed by CivicSpark AmeriCorps Fellows.
Exhibit D - Compensation, Paragraph 4 is hereby amended in its entirety to read as follows:
Lump Sum Payment, Option #1
The Partner shall make a one-time, lump sum payment to CivicWell that covers the entirety of the amount due for services to be performed. Lump Sum payment is due within 30 days of Fellow(s)' start date. In consideration of this single up-front payment, CivicWell shall submit monthly records of hours to date spent by the Fellow to perfornn the services required under the Agreement. Partner must inform CivicWell prior to the project start if they need invoices to include specific format, tasks, billing codes, or other details. Partner must also provide clear instructions to CivicWell about how time should be tracked and reported, if necessary. f. Exhibit E - Reimbursable Expenses. Exhibit E - Reimbursable Expenses, is hereby amended in its entirety to read as follows:
{00022668.1} Page 3 of 5
CivicWell does not cover project-related expenses related to the service project. All project-related expenses are the responsibility of the Partner.
Expenses that the Partner should plan for include mileage, meals, event fees, and any other expenses needed for the Fellow to implement the project. Fellows should not incur expenses relating to the project unless Partner has funds to cover such expenses.
Should Partner need to have a Fellow incur project-related expenses, those expenses shall be submitted by Fellow to Partner in writing for approval prior to Fellow incuring these expenses and prior to Partner being charged for reimbursement for an expense incurred during the completion of activities outlined in the Scope of Service (Exhibit B"). Partner agrees to make the payment in a timely manner in order for Fellow(s) to be reimbursed.
Partner is not expecting to have any project-related expenses that the Fellow will incur. g. Exhibit F - Timeline. Exhibit F - Timeline, is hereby amended in its entirety to read as follows:
All tasks enumerated in Exhibit B - Scope of Services are to start September 12, 2023 and should be completed by December 31, 2024.
4. Conflict or Inconsistency. In the event of any conflict or inconsistency between the terms of this Amendment and the Agreement, the terms and conditions of this Amendment shall prevail. Except as modified by this Amendment, all provisions of the Agreement remain in full force and effect and are reaffirmed.
5. Entire Agreement; Amendment. This Third Amendment, together with the Agreement, constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement and this Third Amendment. No provision of this Third Amendment may be amended or added except by an agreement in writing signed by the parties hereto or their respective successors in interest. {00022668.1 } Page 4 of 5
Dated as of the Effective Date set forth above.
PARTNER: CIVICWELL:,
t'y
City of Alameda
BY
Jennifer Ott, City Manager
APPROVED AS TO FORM:
Elizabeth A. Mackenzie, Chief AssiStant City
Attorney
CIVICWELL, a California nonprofit public
benefit corporation
Lare Bloodworth, Chief Financial Officer
{00022668.1} Page 5 of 5
/xodo sign
by apry'.se
Audit Trail
Title 722 - City of Alameda & CivicWell
File Name 722 - City of AlamedaCivicSpark Service Agreement.pdf DocumentlD cc4f11c074d3489b910a76d549fb01d8
Fingerprint 41 a2379c6e6edba6d21 7af9f040b93a8
Status
DocumentCreated DocumentCreatedbyAriadnaHernandez([email protected]) Fingerprint: 273565097740992597elad5dl01053ea
Jun 02 2023
09:07PM UTC
Document Sent Document Sent to Lare Bloodworth ([email protected]) Jun 02 2023 09:08PM UTC
Document'Viewed DocumentViewedbyLareBloodworth([email protected])IP: 98.36.212.17 Jun 04 2023
01 :47PM UTC
Document Signed by Lare Bloodworth ([email protected]) IP: 98.36.212.17
Document Signed
J5
Jun 04 2023
01 :48PM UTC
Document
Completed
This document has been completed.
Fingerprint: 41 a2379c6e6edba6d2l 7af9f040b93a8
Jun 04 2023
01 :48PM UTC