Vers.: Aug. 5, 2019
AMENDMENT NO. 1 TO CONTRACT NO. C23187506
BETWEEN THE CITY OF PALO ALTO AND
MOMENTUM FOR HEALTH
This Amendment No. 1 (this “Amendment”) to Contract No. C23187506 (the “Contract” as defined below) is entered into as of December 11, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and MOMENTUM FOR HEALTH , a California non-profit, located at 1922 The Alameda, San José, CA 95126. (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. T he Contract (as defined below) was entered into by and between the P arties to provide outreach and engage with the community to inform and educate residents about new alternative response services (Community Mobile Response Call Center and Onsite Field Teams) and provide case management to clients of those services in the Cit ies of Palo Alto , Mountain View, and Los Altos, the “Project”, as detailed therein.
B. The Parties now wish to amend the Contract in order to extend the term for eight months through September 30, 2024, at no additional cost to the City, to provide for quarterly invoicing, and to lower the not-to-exceed amount to $1,931,706 to comport with grant funding, as detailed herein.
C. The Parties now wish to amend the Contract in order to improve detail and clarity in Exhibit C and increase the schedule of rates as detailed in Exhibit C-1.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean C ontract No. C23187506 between CONSULTANT and CITY, dated April 3, 2023.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2. “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through September 30, 2024, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”
S ECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the contract is hereby DocuSign Envelope ID: 92BC4C1A-6302-4741-86F4-155DBCAC9371 Vers.: Aug. 5, 2019
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation str ucture detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Million, Nine Hundred Thirty-One Thousand, Seven Hundred and Six Dollars ($1,931,706).
The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.”
SECTION 4. Section 5. “INVOICES” of the Contract is hereby amended to read as follows:
“In order to request payment, CONSULTANT shall submit quarterly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C -1.
If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.”
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 92BC4C1A-6302-4741-86F4-155DBCAC9371 Vers.: Aug. 5, 2019
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
MOMENTUM FOR HEALTH
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments: EXHIBIT C, COMPENSATION, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) EXHIBIT C-1 SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)
DocuSign Envelope ID: 92BC4C1A-6302-4741-86F4-155DBCAC9371 President and CEO
David K Mineta
Theresa A Matacia
CFO
Vers.: Aug. 5, 2019
EXHIBIT C
COMPENSATION, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. Where there is a question as to reimbursable expenses not otherwise addressed within this contract, the SAMHSA guidelines and regulations will govern.
All reimbursable expenses shall be consistent with SAMHSA guidelines, the City’s grant from SAMHSA Application/Award Number H79FG000738 and accompanying SAMHSA Detailed Budget and Narrative Justification.
In accordance with the SAMHSA award listed above, the expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:
• Contractual travel costs (local travel/mileage),
• Contractual supplies costs (laptops, monitors, docking stations, mice and keyboards, cellphones, software licenses for Zoom and 8x8, copier rental and training materials), • Contractual other costs (office space rental, mental health first aid [MHFA] certification training, contract MHFA instructors), and
• Contractual indirect charges (costs incurred for common or joint objectives which cannot be readily identified with an individual project or program but are necessary for the operations of the organization) calculated at a rate of 15 percent.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
DocuSign Envelope ID: 92BC4C1A-6302-4741-86F4-155DBCAC9371 Vers.: Aug. 5, 2019
EXHIBIT C-1
SCHEDULE OF RATES,AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Position Rate Effective
April 3, 2023
Rate
Effective
June 12, 2023
Rate
Effective
October 30,
2023
Fringe
Benefits Rate
Promotore/as $26.72 $32.00 $33.21
25%
Mental health first aid
instructor
$33.55 $33.55 $33.55
Case manager $33.65 $33.65 $33.65
Program coordinator $46.80 $46.80 $46.80
Program manager $36.78 $36.78 $36.78
Program director $58.20 $58.20 $58.20
In addition to the above rates, the CONSULTANT shall also be compensated for fringe benefits (i.e., medical, health, dental, and other) at a rate of 25 percent and, when applicable, bilingual pay differential up to $125 per pay period.
DocuSign Envelope ID: 92BC4C1A-6302-4741-86F4-155DBCAC9371