FIRST AMENDMENT TO
VENDOR AGREEMENT FOR PRODUCTS AND/OR SERVICES
FOR
COMPOST BROKER PROGRAM
This FIRST AMENDMENT is entered into as of the 1st day of April, 2024, by and between the CITY OF FOSTER CITY, herein called the “City,” and the San Mateo Resource Conservation District, herein called the “VENDOR.” City and VENDOR shall be collectively referred to as the “Parties.”
RECITALS
Whereas, on August 22, 2022, CITY and VENDOR entered into an Agreement entitled Vendor Agreement for Products and Services for Compost Broker Program (“Agreement”) to provide development and coordination services in connection with a compost procurement and application program to assist the City of Foster City meet its recovered organic waste product procurement requirements under California Senate Bill 1383; and Whereas, CITY and VENDOR now desire to amend the Agreement to revise the agreement Scope of Services and Compensation.
AGREEMENT
1. Amendment. The Parties agree that the Agreement shall be amended as set forth below. a. Exhibit A “Scope of Services and Schedule for Compost Broker Program”.
The Parties agree that Exhibit A of the Agreement, Scope of Services, shall be deleted and replaced in its entirety with the Exhibit A-1, attached hereto and hereinafter incorporated by reference.
b. Exhibit B “Fee Schedule”.
The Parties agree that Exhibit B of the Agreement, Fee Schedule, shall be deleted and replaced in its entirety with the Exhibit B-1, attached hereto and hereinafter incorporated by reference.
c. Section 3 “Compensation; Expenses; Payment”.
Compensation. The compensation to be paid to VENDOR, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules set forth in this First Amendment. The total combined compensation for the Agreement and this First Amendment shall be increased by $54,710 for a maximum not to exceed amount of Ninety-Eight thousand and Six dollars ($98,806).
2. Agreement in Effect. All other provisions of the Agreement not specifically amended herein shall remain in full force and effect.
[Signatures on Next Page]
IN WITNESS WHEREOF, CITY and VENDOR have executed this First Amendment as of the date first written above.
CITY OF FOSTER CITY SAN MATEO RESOURCE CONSERVATION
DISTRICT
By: By:
Stefan Chatwin, City Manager Kellyx Nelson, Executive Director ATTEST:
By: __________________
Priscilla Schaus,
City Clerk
APPROVED AS TO FORM:
By:
Benjamin L. Stock,
City Attorney
EXHIBIT A-1
SCOPE OF WORK and SCHEDULE FOR
COMPOST BROKER PROGRAM
Scope of Deliverables:
Deliverables under this agreement shall consist of education and outreach to expand demand for compost by local agricultural concerns, procurement of identified amounts of SB 1383-compliant compost and documentation of same as described in this Exhibit.
Scope of Services:
In consideration of the payments set forth in this agreement, San Mateo Resource Conservation District (“VENDOR”) shall provide the following services:
VENDOR shall develop and coordinate a compost procurement and application program that will assist the City of Foster City (“CITY") to meet its recovered organic waste product procurement requirements under CA Senate Bill 1383 (SB 1383). The program will consist of the following aspects:
1. Outreach & Technical Assistance:
oVENDOR shall conduct outreach to agricultural producers or other organizations such as but not limited to farmers, ranchers, landowners, open space districts, nonprofits, and universities about the compost procurement and application program established under this agreement, the benefits of compost use, and carbon farming. VENDOR shall translate any material created to conduct outreach to Spanish, and Simplified Chinese as needed. oVENDOR shall provide agricultural producers and other organizations with technical assistance to incorporate compost into their operations, such as soil sampling, identifying compost application rates, etc.
oVENDOR shall provide agricultural producers with information for funding opportunities for compost application, such as CDFA’s Healthy Soils Program and NRCS’s farm bill programs.
2. Compost Procurement
oVENDOR shall identify and recruit compost procurement and application projects for the compost procurement and application program established under this agreement that will help CITY meet its SB 1383 recovered organic waste procurement requirements. oVENDOR shall cover up to 75% of compost/hauling/spreading costs or provide funding as cost-share for other funding sources (whichever is less). If the program is oversubscribed, VENDOR shall develop a system for equitable distribution of compost or ranking system to identify projects.
oVENDOR shall track procurement credits attributed to CITY, and where necessary, shall ensure that a signed agreement between CITY and project owner/compost recipient is in place prior to the purchase of compost. This shall be done in order for CITY to claim SB 1383 procurement credit for procured compost in instances where VENDOR is not directly purchasing compost procured under this agreement.
oVENDOR shall procure high-quality compost that is eligible to count toward CITY SB 1383 procurement target as described in the CA Senate Bill 1383 regulations.
3. Record Keeping & Reporting
oVENDOR shall keep documentation proving that SB 1383 procurement credit attributed to CITY under this agreement is solely for the use of the CITY and not claimed by any other entity or jurisdiction for their SB 1383 reporting.
oVENDOR shall collect a release of liability waiver from all individuals who receive compost through the compost procurement and application program established under this agreement. VENDOR shall provide all signed waivers to CITY upon request. oVENDOR shall collect a photo release form from all individuals who receive compost through the compost procurement and application program established under this agreement allowing CITY to use photos taken under this agreement in public presentations, reports, or other outreach. VENDOR shall provide all signed forms to the CITY upon request.
oVENDOR shall take pictures and/or videos of compost application projects. oVENDOR shall calculate the net carbon sequestration associated with this agreement and attributed to the CITY.
oVENDOR shall provide CITY with all procurement records associated with this agreement and required for the CITY’s SB 1383 recycled organic waste procurement compliance recordkeeping and reporting.
4. Scaling Compost Procurement Opportunities
oVENDOR shall identify equipment and infrastructure necessary to increase compost use amongst agricultural producers in San Mateo County, provide cost estimates, and, if deemed necessary by the Contractor, design an equipment sharing program. oVENDOR shall explore innovative strategies for the jurisdictions within San Mateo County to provide ongoing funding for this program beyond the term of the CalRecycle SB 1383 local assistance grant.
5. Administration
oVENDOR shall submit invoices quarterly. CITY will receive at least 7.783% of the SB 1383 procurement credits associated with the contractor’s compost procurement. VENDOR shall procure a minimum of 1,275 tons of SB 1383 compliant compost on behalf of the City over the term of the agreement.
oEach quarterly invoice shall be accompanied by a progress report, which shall include updates on the Contractor’s outreach, technical assistance, and compost procurement and application efforts completed during the reporting period. The progress report may also include images of compost application projects for the jurisdiction to use in public reports, presentations, or other outreach.
oVENDOR shall submit a final report by March 1, 2026, summarizing all outreach, technical assistance, and compost procurement and application efforts completed through this agreement; all costs associated with the project; the SB 1383 procurement and carbon sequestration credit accredited to the CITY; and a summary of the needs, strategies, opportunities identified in Task 4, and any other relevant information.
6. Procurement Only Subcontractors
oCITY expressly authorizes VENDOR to subcontract with farmers, ranchers, nonprofits, and other organization to procure compost for application on land they own or manage (“Procurement Only Subcontractors”) in order to meet the Contractor’s requirements under this agreement and facilitate CITY’s compliance with its recovered organic waste product procurement requirements under SB 1383. VENDOR shall require Procurement Only Subcontractors to provide an executed release of liability form and executed photo release form prior to procuring any compost on Contractor’s behalf. VENDOR shall require all Procurement Only Subcontractors to provide VENDOR with all procurement records associated with Procurement Only Subcontractor’s compost procurement required for the CITY’s SB 1383 recycled organic waste procurement compliances recordkeeping and reporting. Under no circumstances shall VENDOR obligate the CITY to any financial obligation beyond the do not exceed amount for this agreement through subcontracting.
7. Additional Projects
oVENDOR shall identify projects that help CITY meet its SB 1383 recovered organic waste procurement requirements beyond compost procurement and application such as mulch procurement and application, composted mulch procurement and application, and/or other projects that help a jurisdiction to meet its procurement target. With written prior approval from CITY and agreement from Contractor, VENDOR shall carry out identified projects for this program if the cost of a project is comparable or less than compost application projects.
VENDOR shall collect a release of liability waiver and procurement records CITY requires for its SB 1383 procurement compliance from all individuals or organization who receive any material through the program established under this agreement.
Project Schedule
Activities commence upon the date of the original agreement and shall continue through May 1, 2026.
EXHIBIT B-1
VENDOR’S FEES and PAYMENT MILESTONES
Summary
The City of Foster City will receive at least 7.783% of the SB 1383 procurement credits associated with the contractor’s compost procurement and application program, and therefore will be responsible for Ninety- Eight thousand and Six dollars ($98,806), which is 7.783% of the total project cost of $1,269,470.88.
Project Payment Schedule
Milestone Amount of Payment
VENDOR shall submit invoices quarterly Based upon actual procurement Negotiated Indirect Cost Rate Agreement (NICRA): 44%
Position Title/Description Staff Name Cost Per Hour
Administrative Officer Lau Hodges $116
Biologist Cleopatra Tuday $101
Senior Conservation Program Manager Amy Kaeser $100
Conservation Program Manager Timothy Federal $90
Conservation Program Manager Eliza Milio $94
Conservation Program Specialist Sara Polgar $76
Conservation Project Coordinator Maaya Hensman $55
Senior Conservation Project Manager Kasey Butler $81
Forest Ecologist David Cowman $82
Conservation Project Manager Christina Kelleher $77
Conservation Project Manager Caileen Viehweg $73
Conservation Project Manager Doug Millar $74
Conservation Project Manager Eddie Sanchez $73
Senior Conservation Project Manager Grace Allen $73
Conservation Project Manager Erica Harris $82
Senior Conservation Project Manager Stephanie MacDonald $82 Conservation Project Manager Jeff Raifsnider $72
Director of Advancement Adria Arko $116
Director of Stewardship Joe Issel $137
Engagement Officer Barb Kipreos $94
Executive Director Kellyx Nelson $160
Santa Cruz Mountains Stewardship Network Manager Dylan Skybrook $90 Director of Water Resources Jarrad Fisher $133
Senior Conservation Technician Andrew Hall $82
Water Quality Program Manger Noah Katz $94
Conservation Project Associate Ainé Javier $52
Administrative Assistant Cesar Aguilar $56
Conservation Project Manager Ryan Silsbee $73