AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
THE POWER STATION PEOPLE, INC. DBA POWER SYSTEMS OPERATIONS
PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and The Power Station People, Inc. DBA Power Systems Operations, a Washington Corporation (Contractor).
City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. The City and Contractor’s predecessor in interest, Vicki Vanderburg, Inc. DBA Power Systems Operations previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara Vicki Vanderburg, Inc.
DBA Power Systems Operations” dated June 16, 2020 (Agreement); B. Contractor acquired Vicki Vanderburg, Inc. DBA Power Systems Operations and thereby Contractor assumed the rights, obligations, and liabilities under the Agreement; and
C. The Parties entered into the Agreement for the purpose of having Contractor provide support for the VERA Settlements Suite used by the power trading operations at Silicon Valley Power (SVP), and the Parties now wish to amend the Agreement to extend the term of the Agreement, incorporate software maintenance, and increase maximum compensation.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 1 of the Agreement, entitled “AGREEMENT DOCUMENTS” is amended to read as follows:
“The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services – AMENDED JANUARY 1, 2024 Exhibit B – Schedule of Fees and Payment Provisions – AMENDED JANUARY 1, 2024
EBIX Insurance No. S200001581
Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 1 Rev. 10/25/19
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.”
2. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on May 19, 2020 and terminate on May 19, 2026.
The Parties agree that this Agreement did not expire on the previous expiration date of May 19, 2023, and it remains valid through the new expiration date set forth in this Amendment No. 2.”
3. Section 6 of the Agreement, enti tled “COMPENSATION AND PAYMENT” is amended to read as follows:
“In consideration for Contractor’s complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 1, 2024.” The maximum compensation of this Agreement is one million dollars three hundred fifty four thousand dollars ($1,354,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.”
4. Section 26 of the Agreement, entitled “CONSENT TO ASSIGNMENT” is hereby added to the Agreement to read as follows:
“Contractor, The Power Station People, Inc. DBA Power Systems Operations, a Washington Corporation, assumed the rights, obligations, and liabilities under the Agreement on the effective date of its acquisition of Vicki Vanderburg, Inc. DBA Power Systems Operations. Contractor agrees to perform all the duties and obligations and assume all liabilities and responsibilities of Assignor, except as set forth herein.”
5. Exhibit A Scope of Services is amended in its entirety with the attached EXHIBIT A – SCOPE OF SERVICES – AMENDED JANUARY 1, 2024.
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6. Exhibit B – Schedule of Fees is amended in its entirety with the attached EXHIBIT B – SCHEDULE OF FEES AND PAYMENT PROVISIONS –
AMENDED JANUARY 1, 2024.
7. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
-ƿ9$1'*52*$1
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax:
(408) 241-6771
“CITY”
THE POWER STATION PEOPLE, DBA POWER SYSTEMS OPERATIONS
a Washington corporation
Dated:
By (Signature):
Name: Ken Jones
Title: CEO
Principal Place of
Business Address:
22421 NE 202nd Street
Woodinville, WA 98077
Email Address: Ken. [email protected]
Telephone: (240)463-6566
“CONTRACTOR”
11/21/2023
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EXHIBIT A
SCOPE OF SERVICES
SECTION 1. DEFINITIONS AND ABBREVIATIONS USED
1.1 Azure database: The SNCL internal SQL Server database that contains SNCL specific data.
1.2 Azure Environment: The set of database machines and application servers that house the various applications necessary for the VERA Applications to run.
1.3 Azure server: One or more Microsoft Server machines that are used by the VERA Applications.
1.4 CAISO: California Independent System Operator.
1.5 CAISO Appendix B – CAISO Tariff Appendix B documents as they may be amended from time to time.
1.6 CAISO Market Changes: Changes to the CAISO Appendix B participant agreements as well as modifications that are made to the CAISO website and Application Programming Interfaces (APIs).
1.7 Current Release: The then-current unmodified, unimproved release of the VERA Software made generally available by Contractor to similarly situated customers.
1.8 Documentation: Documented information provided by Contractor to its customers outlining the features of the VERA Software.
1.9 Errors: Any failure in the VERA Software to substantially comply with its Documentation.
1.10 NCPA: Northern California Power Agency (NCPA).
1.11 NCPA Allocations: The allocation amounts that appear on the Settlement Statement from NCPA.
1.12 NCPA Estimates: the estimated amounts that are calculated by NCPA prior to issuing a Settlement Statement.
1.13 Power Station SaaS: Power Station People’s application platform as Software as a Service (SaaS).
1.14 Schedule Comparison Report: A VERA report that compares the CAISO Schedules to the SNCL or Rio Bravo (RIOB), Day Ahead (DA), and Real Time (RT) Schedules.
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1.15 Settlement Statement: CAISO provided settlements for SNCL referring to the calculation, billing, and invoicing of charges and payments for market and transmission-related activities between market participants and the ISO.
1.16 Severity 1 Error: An Error that causes the VERA Software to be wholly inoperative, or so severely impaired that City is unable to use the VERA Software to perform any of its intended functions in accordance with the Documentation supplied by Contractor.
1.17 Severity 2 Error: An Error that causes the VERA Software to fail to function in material accordance with its Documentation so that one or more material functions are severely impaired but t he Licensed Software is still operational with respect to other functions.
1.18 Severity 3 Error: An Error reported by City that causes inconvenience, but does not materially and adversely affect the functionality of the VERA Software.
1.19 SVP-MSS: SVP Metered Subsystem
1.20 SNCL portfolio: City of Santa Clara’s portfolio of market assets, trading activities, or other activity in City’s role as a scheduling coordinator with the CAISO market.
1.21 Upgrade: Updated, upgraded, or revised versions of the VERA Software which may include Error corrections and other enhancements that Contractor, at its sole discretion, makes available to Contractor customers who are similarly situated to City at no additional charge. Upgrades shall not include any new releases which contain substantially new or different functionality, which Contractor licenses as separate products or which Contractor creates at the request of a specific licensee.
1.22 VERA (Validate, Estimate, Reconcil e, Allocate) Settlement Suite Software (VERA Software): Contractor’s proprietary settlement software application.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Contractor will provide all necessary labor, supervision, and services to perform software maintenance and as needed services for the VERA Software licensed by the City and used for power trading operations in the areas of scheduling and settlements.
2.2 Contractor will be available for telep hone consultation during the hours and at the contacts provided on the Contractor’s support site
(www.powersysops.com).
2.3 Software Maintenance
2.3.1 Provided that software maintenance fees as specified in Exhibit are paid Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 5 Rev. 10/25/19
in full, Contractor will perform the software maintenance services described pursuant to the following:
2.3.1.1 Contractor will use reaso nable efforts to correct Errors, provided (1) City notifies Contractor of such Errors in writing, (2) Contractor can replicate the Errors, and (3) Contractor can confirm that Errors arise directly from the unmodified VERA Software.
2.3.1.2 Contractor will use reasonabl e efforts to proceed as described in this Section.
2.3.1.2.1 Severity 1 Error. Within one (1) business day after receiving notice of a Severity 1 Error from City,
Contractor will dedicate at least one qualified
technician full time within Contractor normal
business hours to provide a correction or
procedural workaround sufficient to reduce or
eliminate the effect of the Severity 1 Error. Within
five (5) business days after receiving notice of a
Severity 1 Error from City, Contractor will provide
an error correction or procedural workaround
sufficient to alleviate any material adverse effect of
the Severity 1 Error on the operation of the VERA
Software.
2.3.1.2.2 Severity 2 Error. Within ten (10) business days after receiving notice of a Severity 2 Error,
Contractor will provide an error correction sufficient
to alleviate any material adverse effect of the
Severity 2 Error on the operation of the VERA
Software.
2.3.1.2.3 Contractor will endeavor to include a correction of such Severity 3 Error by the next Upgrade of the
VERA Software.
2.3.2 Contractor will provide Upgrades to the standard version of the major Licensed Software at no additional cost to the City.
2.3.3 Contractor shall not be obligated to provide maintenance or support services for any customizations or modifications to the Current Release as part of software maintenance services. Such services may be available from Contractor for an additional fee as provided in this Agreement.
2.3.4 Contractor may provide maintenance and support services for the version of the VERA Software immediately preceding the Current Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 6 Rev. 10/25/19
Release at its discretion.
2.3.5 City shall designate in writing to Contractor up to three (3) appropriate and knowledgeable persons to serve as City's liaisons with Contractor and through whom all contacts and questions shall be presented to Contractor. City's liaison persons may be changed by City by providing written or email notice to Contractor.
2.3.6 In addition to the support and maintenance services described above, Contractor may perform additional services for City to correct difficulties or defects caused by City's erro rs, hardware system changes, interactions with other software of City, or any authorized changes or customizing made to the VERA Software. Such additional services are not included in the fees set forth for Software Maintenance and shall be performed pursuant to Section 2.4 As Needed Services.
2.3.7 In the event that City makes any unauthorized modifications, enhancements or improvements to the VERA Software, Contractor shall be relieved of its obligations to provide support and maintenance services for any portion of the VERA Software which has been affected, directly or indirectly, by such changes, modifications, enhancements or improvements.
2.4 Azure Cloud Support
2.4.1 Contractor will secure Azure Cloud Support for the Term including:
2.4.1.1 Azure Reservation – City will reimburse Azure Reservation costs which are paid in advance for 3-year server
reservations.
2.4.1.2 Azure/SQL Server monthly costs from Microsoft Azure
2.4.1.3 Contractor will invoice Azure costs to City pursuant to the terms of Exhibit B, Section 2.4
2.4.2 Contractor management of the Azure environment including, but not limited to, monthly hosting fee for managing the Azure Servers, working with Microsoft to insure servers are working as expected, handling support tickets, and performance monitoring.
2.5 As Needed Services: At the request of the City, and subject to written approval by City, Contractor will perform additional services at the hourly rates in Exhibit B – Schedule of Fees and Payment Provisions.
2.5.1 Ongoing report support such as, but not limited to changes to existing VERA reports requested by SVP users.
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2.5.2 Software Development and Implementation including:
2.5.2.1 Scheduling SNCL Portfolio:
2.5.2.1.1 SNCL portfolio data resides in NCPA Pages is
downloaded via VERA Requester and VERA
Communicator to be stored in the SNCL Azure
database. These downloads are performed at
regular intervals and can also be triggered
manually. The data is then used in VERA
Calculations and in VERA Reports.
2.5.2.1.2 Contractor will incorporate new downloads for SVP- MSS and SNCL Portfolio which are posted by
Northern California Power Agency (NCPA) into
NCPA Pages when those new downloads occur in
order to incorporate any new download capabilities
and logic processing for newly posted data.
2.5.2.2 Back Office Validations:
2.5.2.2.1 Back office validation processes involve retrieving data from various sources (such as CAISO sites,
NCPA, Open Access Same-Time Information
System (OASIS), and internal systems) and saving
that data into the SNCL Azure database. The data
within the database is then used within VERA for
calculation and validation reporting and also exists
within the database for SNCL archiving purposes.
This means that SNCL can rely on their own copy
of the data when performing validation activities.
2.5.2.2.2 Contractor will implement tools to facilitate downloads of California Independent System
Operator (CAISO) bids, awards and trades for
storage into the Azure database.
2.5.2.2.3 Contractor will perform programming required to transition the schedule comparison report to use
CAISO bids, awards, and trades. Such report will
meet all properties requested by SVP.
2.5.2.3 NCPA Reconciliations:
2.5.2.3.1 Contractor will provide ongoing support for use of VERA to validate NCPA allocations against VERA
estimates.
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2.5.2.3.2 Contractor will implement new equations based on CAISO Appendix B participant agreements and
CAISO market changes.
2.5.2.3.3 Contractor will create VERA workflows to simplify steps required to gather data and calculate results
in VERA.
2.5.2.4 VERA Workflows:
2.5.2.4.1 Contractor will enhance VERA workflows to
incorporate multi-threading for calculations.
2.5.2.4.2 Contractor will upgrade VERA Launcher to provide workflow capabilities.
2.5.2.4.3 Contractor will update Power Station Software as a Service (SaaS) with workflow processing.
2.5.3 Production Support / Ongoing Support: Upon request and approval by City, Contractor will perform additional services such as, but not limited to:
2.5.3.1 Create new scheduling and settlement reports when requested by City.
2.5.3.2 Provide training for new and existing users.
2.5.3.3 Provide support to correct difficulties or defects caused by City's errors, hardware system changes, interactions with other software of City, or any authorized changes or
customizing made to the VERA Software.
2.6 Except as otherwise specified in this Agreement Contractor services shall include all supervision and administrative support as well as program and project management services.
SECTION 3. POWER STATION SAAS SUBSCRIPTION
3.1 Contractor will provide licensing for Power Station Software as a Service (SaaS) on a per-user basis at the rates in Exhibit B.
3.2 The Power Station SaaS:
3.2.1 Is applicable for Power Station SaaS with Workflow processing.
3.2.2 Includes a workflow interface containing communication data, calculations and reports.
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3.2.3 Excludes any transactional type of interfaces such as submission of data. If services associated with transactional types of interfaces are required by City, Contractor shall provide a quote for such services which shall be invoiced at the hourly rates in Exhibit B.
SECTION 4. REPORTS
4.1 When working on specific implementations, Contractor shall provide regular cost, schedule, and status updates.
4.2 Depending on work activity associated with the Services, status updates may be required daily, weekly, or monthly at the direction of SVP.
4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.
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EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.
1.2 Cost Estimates: Cost Estimates by task are summarized in Exhibit B-1 – Cost Estimates.
1.2.1 Subject to written approval of the City, Contractor may transition costs between categories within each cost estimate but only to the extent that these transitions leave sufficient funding to complete the activities identified in each task.
1.2.2 In the event that Contractor is requested to perform additional work not included in the scope of this Agreement or if a task exceeds the Budget outlined in Exhibit’s B-1, Contractor shall submit a proposal for such additional work.
1.2.3 If remaining contingency funds are available in the Agreement to complete the project quoted, Contractor may perform such additional work upon written City may issue a purchase order or change to purchase order to authorize such work.
1.2.4 If insufficient contingency funds are available to complete proposed work, an Amendment to this Agreement shall be executed in advance of starting work. No products or se rvices that will commit or authorize funds in excess of the contingency fu nds outlined in will be provided unless both Parties execute an Amendment to this Agreement.
SECTION 2. RATES
2.1 Rates.
2.1.1 Except where defined in this Section, Contractor will perform and invoice services at a rate of $150 per hour.
2.1.2 Contractor will perform and invoice cl oud support services at a rate of $1,000 per month.
2.1.3 Contractor will perform and invoice software maintenance services described in Section 2.1 at a rate of $50,000 per year which shall be billed annually.
2.1.4 Contractor will provide Power Station SAAS for $499 per user per Amendment No. 1 to Agreement/Vicki Vanderburg, Inc. dba Power Systems Operations Page 10 Rev. 10/25/19
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month for read/write access.
2.2 Rates listed in Section 2.1 are fully burdened.
2.3 Rate Increase. Rates may be negotiated no more than once annually.
Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.
2.4 Reimbursable Expenses.
2.4.1 Any and all reimbursable expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. All reimbursable expenses shall be reimbursed at cost with no mark up.
2.4.2 Eligible reimbursable expenses include Azure Reservation costs, Azure Hosting Costs, subconsultant services, and travel costs.
2.4.3 Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related per diem shall not exceed the rates outlined by United States General Services Administration (GSA).
https://www.gsa.gov/travel-resources. Airfare or rental car, where applicable shall be at economy rates. Allowable mileage shall be invoiced at the prevailing IRS rate per mile.
SECTION 3. PAYMENT PROVISIONS
3.1 Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:
3.1.1 Invoice Number, Purchase Order Number (if applicable), and Invoice Period.
3.1.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.
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3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Table 1 are charged.
3.2 Pre-Payment. City shall not be required to pay a deposit or any other form of pre-payment prior to Contractor beginning the Services.
3.3 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.
3.4 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.
3.5 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment.
These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.
3.6 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.
3.7 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.
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EXHIBIT B-1
COST ESTIMATES
Initial 3 Year
Term 6 Year Term
Software Maintenance $300,000.00
$50,000 per year
billed annuall
y
Azure Cloud Support $ 80,000.00 $192,000.00
Includes
reimbursements to
Microsoft and monthly
support provided by
Contractor
As Needed Services
Ongoing Report Support & New
VERA Reports $ 91,800.00 $184,000.00
Invoiced based on
actual hours worked at
hourly rates.
Software Development and
Implementation $ 224,000.00 $528,000.00
Invoiced based on
actual hours worked at
hourl
y rates.
Production Support including
Training $ 30,000.00 $60,000.00
Invoiced based on
actual hours worked at
hourly rates.
Power Station SaaS Subscription $60,000.00
$499 per user per
month, for up to 5
users, for read/write
Power Station
subscription
Travel $ 22,500.00 $30,000.00
Subject to provisions
of Section 2.4 of
Agreement as
Amended.
$ 448 ,300.00 $ 1,354,000.00
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