Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 1 of 8 Rev. 10/25/2019
Ebix Insurance No. S200003293
AMENDMENT NO. 2
TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
GRID SUBJECT MATTER EXPERTS, LLC
PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Grid Subject Matter Experts, LLC a Delaware limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for the Performance of Services by and Between the City of Santa Clara, California, and Grid Subject Matter Experts, LLC.,” dated July 26, 2018 (Agreement) for the purpose of having Contractor provide North American electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) Compliance program; B. The Agreement was previously amended by Amendment No. 1, dated July 8th, 2021. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties now wish to amend the Agreement as Amended to extend the term and increase the maximum compensation.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 5 of the Agreement as Amended, 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 written amendment to this Agreement, the term of this Agreement shall begin on July 26, 2018, and terminate on December 31, 2024 (“Initial Term”).”
2. Section 11 of the Agreement as Amended, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:
DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 2 of 8 Rev. 10/25/2019
“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.” The maximum compensation of this Agreement is FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) 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.”
3. Section 1 of Exhibit A is amended in its entirety as follows:
“1. As-Needed SCADA Support and Maintenance including:
1.1 Supporting SCADA system issues when they arise;
1.2 Providing audit support for the new SCADA system (including baseline setup and support, patch tracking, logs, etc.);
1.3 Preparing the system for any new or upcoming regulatory changes;
1.4 Configuring and testing of logging and alerting mechanisms;
1.5 Monthly patch assessment and semi-annual patch installation. Patch installation may take place on-site at the discretion of the City; and
1.6 Other activities as they arise, such as, but not limited to, activities needed to meet or improve SVP’s OT compliance with NERC requirements (e.g., CIP-009 R2).”
4. Section 4.4.2 of Exhibit A is amended in its entirety to read as follows:
“4.4.2 As part of the preparation phase, Contractor will coordinate with SVP staff to identify and establish out-of-scope systems, optimal scanning times, communication points-of-contact, and access rights. Whenever possible, SVP shall provide administrative access to systems so that credentialed scans are able to identify critical vulnerabilities that are otherwise not discoverable by non- intrusive testing.”
5. Section 4.5.1 of Exhibit A is amended in its entirety to read as follows:
“4.5.1 Passive Scanning: In order to validate the network topology information obtained from network diagrams, asset lists, etc., Contractor will perform passive scanning techniques.
If requested, Contractor will continuously monitor network traffic in order to automatically discover users, unpatched assets, and other potential DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 3 of 8 Rev. 10/25/2019
vulnerabilities. This requires a Switch Port Analyzer (SPAN) or mirrored port to be configured by City.”
6. Section 4.6 of Exhibit A is amended in its entirety to read as follows:
“4.6 Evaluation
4.6.1 Contractor will evaluate the information obtained during the active and passive scans especially reviewing vulnerabilities identified by the software tools and removing false positives or vulnerabilities that are not applicable to the SVP environment.
4.6.2 Contractor will compare in detail the findings of the assessment and the CIP evidence provided during the preparation phase.
4.6.3 Contractor will summarize results in a "punch-list" report. The punch list report will detail the results of the assessment and any identified vulnerabilities, including but not limited to the following:
4.6.3.1 Configuration evaluation such as, but not limited to overly permissive firewall rules, broadcast domains or VLANs trunked to untrusted devices, default passwords, or reduced security posture
4.6.3.2 Passive scan results such as, but not limited to hosts not documented in network diagrams/asset lists
4.6.3.3 Active scan results such as, but not limited to configuration vulnerabilities, missing patches, known vulnerabilities, available attack vectors
4.6.3.4 Active scan results such as, but not limited to configuration vulnerabilities, missing patches, known vulnerabilities, available attack vectors
4.6.3.5 Discrepancies between CIP evidence and findings
4.6.4 Contractor will prioritize each vulnerability identified based on the risk that vulnerability poses to SVP. Additionally, for each finding, Contractor will document an action plan for handling the risk associated with the vulnerability including estimated costs and level of effort. The action plan will include proposed technical and procedural measures for eliminating or mitigating the risk.”
7. Exhibit B – Compensation and Fee Schedule – Amended July 15, 2021, is deleted and replaced with the attached “EXHIBIT B SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 1, 2024” which is hereby incorporated into the Agreement.
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8. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.
[SIGNATURES ON FOLLOWING PAGE]
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The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 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
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
GRID SUBJECT MATTER EXPERTS, LLC
a California corporation
Dated:
By (Signature):
Name: Matt Barnes
Title: CEO
Principal Place of
Business Address: 145 Parkshore Dr. #140, Folsom, CA 95630 Email Address: [email protected]
Telephone: (916) 800-4545
Fax: ( )
“CONTRACTOR”
DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 11/29/2023
Amendment No. 2 to Agreement/Grid Subject Matter Experts, LLC Page 6 of 8 Rev. 10/25/2019
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 1, 2024 SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 11 of this Agreement. City does not guarantee any minimum compensation under this Agreement.
SECTION 2. RATES
2.1 Rates. Contractor shall invoice all Services at the rates listed in Appendix B1 attached and incorporated by reference.
2.2 Rate Increase. 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.
2.3 Reimbursable Expenses. Any and all reimbursable expenses shall require the City’s prior written approval. 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 have been approved by the City in writing, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred.
Reimbursable Expense Schedule Mark Up
1. The cost of mailing, shipping and/or delivery of any documents or materials.
No Markup
2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.
No Markup
3. Charges for outside services (including subcontractor fees, equipment, materials, and facilities not
furnished directly by Contractor).
No Markup
4. Other reimbursable expenses with prior written
approval from the City
No Markup
5. Allowable mileage will be charged at the prevailing
IRS rate per mile.
No Markup
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Reimbursable Expense Schedule Mark Up
6. 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.
No Markup
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 tim e and materials breakdown: t itles, hours, hourly rates, and a ny Ci ty approved reimbursable expenses itemized with supporting documentation.
3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B1 are charged. Ad ditionally, invoices shall i nclude sufficient detail to allow for accurate comparison with certified payroll submittals.
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 P ayment 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 Rec alculation . The City may recalculate and pay invoices based on the rates established in this Agreement.
3.5 P ayment . If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment.
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APPENDIX B1 – HOURLY RATES
Resource Level Hourly Rates
July 26, 2018
through
July 25, 2021
Hourly Rates
July 26, 2021
through
July 26, 2024
Hourly Rates
Effective
July 27, 2024
Executive, Vice President $230.00 $275.00 $295.00
Principal Consultant –
Interconnection Services and
Market Integration
$215.00 $250.00 $300.00
Director, Principal Consultant $205.00 $250.00 $270.00 Senior Consultant, Senior
Engineer, Senior Project
Manager, Senior Technician
$200.00 $225.00 $245.00
Specialist, Technical Analyst,
Engineer, Project Manager,
Technical Writer
$200.00 $220.00
Associate Specialist, Associate
Analyst, Associate Engineer,
Project Coordinator
$175.00 $195.00
Engineering Intern/Technician,
Technical Data Analyst,
Administrative Support
$150.00 $170.00
DocuSign Envelope ID: 46FB98BB-A50A-4AC0-99C3-C589B0570551 Certificate Of Completion
Envelope Id: 46FB98BBA50A4AC099C3C589B0570551
Status: Completed
Subject: SVP - GridSME - Amendment 2 - Please DocuSign This Document Source Envelope:
Document Pages: 8
Signatures: 1
Envelope Originator:
Certificate Pages: 4
Initials: 0
Torri Pugh
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
145 Parkshore Drive
Suite 140
Folsom, CA 95630
[email protected]
IP Address: 64.207.219.137
Record Tracking
Status: Original
11/29/2023 10:10:38 AM
Holder: Torri Pugh
[email protected]
Location: DocuSign
Signer Events
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Matthew Barnes
[email protected]
CEO
Grid Subject Matter Experts, LLC
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 97.94.148.170
Sent: 11/29/2023 10:13:17 AM
Viewed: 11/29/2023 10:16:18 AM
Signed: 11/29/2023 10:16:24 AM
Electronic Record and Signature Disclosure:
Accepted: 11/29/2023 10:16:18 AM
ID: 8166bfc1-4c51-44f7-a4e5-89de23283ada
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, GridSME (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
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If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/28/2019 9:52:40 AM Parties agreed to: Matthew Barnes
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact GridSME:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
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To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
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To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
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To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
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Until or unless you notify GridSME as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by GridSME during the course of your relationship with GridSME.