Item 12
1 VALLEY CLEAN ENERGY ALLIANCE
Staff Report – Item 12
TO: Board of Directors
FROM: Rebecca Boyles, Director of Marketing and Customer Care SUBJECT: Ratify Third Amendment to Green Ideals, Marketing Consultant Agreement, to extend through February 28, 2023 and increase not to exceed amount DATE: December 8, 2022
RECOMMENDATION
Ratify Third Amendment to Green Ideals, Marketing Consultant Agreement, extending the agreement through February 28, 2023 and increasing the not to exceed amount by $40,000.
BACKGROUND & DISCUSSION
In November 2018, VCE entered into an agreement with Green Ideals for customer outreach and marketing consultants. In November 2020, the Board approved Amendment One (1), which extended the agreement one (1) year to expire on November 21, 2021. In September 2021, the Board approved Amendment Two (2), which extended the agreement one (1) year to expire on November 21, 2022.
VCE issued a request for proposals for marketing, website, and social media services in August 2022. Several proposals were received and evaluated. In a separate agenda item, staff is recommending to the Board at this meeting to enter into an agreement with a new marketing vendor. To cover the transition from Green Ideals to the new vendor and to continue to provide customer outreach and marketing services to VCE, a Third Amendment via agreement letter was signed by VCE’s Executive Officer Mitch Sears and Green Ideals to extend the Green Ideals agreement through February 28, 2023 [ninety-seven (97) days] and increase the not to exceed amount by $40,000. Attached is a copy of the signed Third Amendment letter agreement.
FISCAL IMPACT
The Green Ideals contract is a time and materials-based contract. The Third Amendment increased the not-to-exceed amount by $40,000. VCE has funds in its 2022 budget year and has budgeted monies in its proposed 2023 Operating budget to cover the current and anticipated expenditures.
ATTACHMENTS
1. Signed Third Amendment
2. Resolution 2022-XX to Ratify
VCE —Amendment No.3 (Green Ideals)
THIRD AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES BETWEEN VALLEY CLEAN
ENERGY ALLIANCE AND GREEN IDEALS
This Third Amendment to the Consultant Services Agreement (“Third Amendment”) is made and entered into as of this 21st day of November 2022, by and between Valley Clean Energy Alliance, a Joint Powers Agency, existing under the laws of the State of California with its principal place of business at 604 2nd Street, Davis, California 95616 (“VCE”) and Green Ideals, a sole proprietorship, with its principal place of business at 47 Creek Road, Fairfax, California 94930 (“GI”). VCE and GI are sometimes individually referred to as “Party” and collectively as “Parties.” Recitals
1. On November 21, 2018, VCE and GI entered into an “Agreement for Consultant Services,” No. 2018-01 (“Agreement”), for the purpose of retaining GI to provide the services described in Exhibit A of the Agreement. The Agreement was for a term of two (2) years and a total amount not to exceed $425,000.
2. On November 12, 2020, the VCE Board of Directors approved Resolution No. 2018031, authorizing the Interim General Manager to execute the First Amendment to the Agreement, extending the term for one (1) year, for a new expiration date of November 21, 2021.
3. On September 9, 2021, the VCE Board of Directors approved Resolution No. 2021-019, authorizing the Interim General Manager to execute the Second Amendment to the Agreement, extending the term by one (1) year, through November 21, 2022, and increasing the not to exceed amount by $200,000, for a total amount not to exceed $625,000.
4. VCE and GI now desire to further amend the Agreement to extend the term for a new expiration date of February 28, 2023, and to increase the not to exceed amount by $40,000, for a total not to exceed amount of $665,000.
Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Section 1.4 of the Agreement is hereby amended in its entirety to read as follows:
a. 1.4 Term. The term of this Agreement, which began on November 21, 2018, shall end on February 28, 2023, unless amended as provided in this Agreement, or when terminated as provided in Article 5.
2. Exhibit D of the Agreement is hereby replaced in its entirety by Exhibit D attached hereto.
3. Except as amended by this Third Amendment, all other provisions of the Agreement will remain in full force and effect.
VCE —Amendment No.3 (Green Ideals)
4. If any portion of this Third Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
VCE -Amendment No.3 (Green ldedls)
SIGNATURE PAGE FOR THIRD AMENDMENT TO THE AGREEMENT FOR CONSULTANT SERVICES
BETWEEN VALLEY CLEAN ENERGY ALLIANCE
AND GREEN IDEATS
lN WITNESS WHEREOF, the Parties have entered into this Third Amendment as of the 21st day of November 2022.
VALLEY CLEAN ENERGY ALLIANCE GREEN IDEALS
By: By:
lVl itch Sea rs
Executive Officer
APPROVED AS TO FORM
By
lnder Khalsa
VCE Attorney
Susan Bierzychu
Managing Director/Pri ncipal
J"r*t ^ Wau
9^-
VCE —Amendment No.3 (Green Ideals)
EXHIBIT D
BUDGET, PAYMENT, RATES
Budget: $665,000 for marketing and outreach services covering through February 28, 2023.
Payment: VCEA will pay uncontested invoices within 30 days of receipt.
Billing Rates
Green Ideals
Susan Bierzychudek
Julie Contreras
Media Solutions
Cynthia Metier
Kelly Wheeler
Alisha Harris
David Alvarado
Digital Marketing Labs
Kyle Cassano
Todd Wilkinson
$175/hour
$150/hour
$150/hour
$125/hour
$120/hour
$100/hour
$160/hour
$140/hour
Project Director/Principal
Design Director
VP
Senior Media Buyer
Account Executive
Media Buyer/Coordinator
President/CEO
Project Manager
Item 12
VALLEY CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2022 - ___
A RESOLUTION OF THE BOARD OF DIRECTORS OF VALLEY CLEAN ENERGY ALLIANCE
RATIFYING THE THIRD AMENDMENT TO THE GREEN IDEALS AGREEMENT FOR
COMMUNICATIONS AND OUTREACH CONSULTANT SERVICES
WHEREAS, on November 15, 2018 the Board of Directors of the Valley Clean Energy Alliance (“VCE”) adopted Resolution 2018-031 to authorize its General Manager to execute an agreement between VCE and Green Ideals (“GI”) for communications and outreach vendor consultant services that was to expire November 21, 2020; and
WHEREAS, Resolution 2018-031 provided the option for a no-cost extension of up to one (1) year by mutual agreement at agreed prices with all other terms and conditions remaining the same; and
WHEREAS, on November 10, 2020 the VCE Board of Directors adopted Resolution 2020-031 to approve Amendment One (1) to the GI agreement, which exercised VCE’s option for a one (1) year no-cost extension to the agreement, to expire on November 21, 2021; and WHEREAS, on September 9, 2021 the VCE Board of Directors adopted Resolution 2021-019 to approve Amendment Two (2) to the GI agreement, which extended the expiration term by one (1) year to November 21, 2022 and increased the total not to exceed amount to $625,000; and WHEREAS, both parties to the GI agreement have agreed to again extend the expiration term, and on November 21, 2022 a Third Amendment to the GI agreement was executed to extend the expiration term through February 28, 2023 and to increase the not to exceed amount by $40,000 to cover anticipated expenses while transitioning to a new marketing, social media and website vendor, for a total not to exceed amount of $665,000.
NOW, THEREFORE, the Board of Directors of the Valley Clean Energy Alliance resolves as follows:
1. Ratifies the Third Amendment to the Green Ideals Agreement to extend the agreement through February 28, 2023 and increase the not to exceed amount by $40,000.
PASSED, APPROVED AND ADOPTED, at a regular meeting of the Valley Clean Energy Alliance, held on the ____ day of _______________, 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________________
Jesse Loren, VCE Chair
__________________________________
Alisa M. Lembke, VCE Board Secretary
EXHIBIT A - Signed Third Amendment Letter to Green Ideals Agreement Item 12
EXHIBIT A
THIRD AMENDMENT TO
GREEN IDEALS AGREEMENT FOR CONSULTANT SERVICES