Amendment No. 1 to Agreement/Aspen Environmental Group Page 1 Rev. 10/25/19
Ebix Insurance No. S200003205
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
ASPEN ENVIRONMENTAL GROUP
PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Aspen Environmental Group a California corporation, (Consultant). City and Consultant 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 Services Between the City of Santa Clara, California, and Aspen Environmental Group, dated October 21, 2020 (Agreement) for the purpose of having Consultant provide as-needed rate and fee analysis consulting services; and B. The Parties now wish to amend the Agreement to update the scope to add a work authorization process, update rates, clarify annual rate increases, and increase the maximum compensation.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 1 of the Agreement shall be amended to read as follows:
“1. The documents forming the entire Agreement between City and Consultant 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
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Sample Work Authorization Form
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 Amendment No. 1 to Agreement/Aspen Environmental Group Page 2 Rev. 10/25/2019
understandings, whether oral or written. In the event of any inconsistency between the provisions of any of all Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.”
2. Section 2 – TERM OF AGREEMENT is hereby 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 Initial Term of
this Agreement shall begin on November 1, 2020, and expire on October 31, 2027.”
3. Section 6 – COMPENSATION AND PAYMENT is hereby amended to read as follows:
“In consideration for Consultants’ complete performance of Services, City shall pay Consultant
in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND
PAYMENT PROVISIONS.” The maximum compensation of this Agreement is six hundred fifty thousand dollars ($650,000 ) , subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses,
supplies, materials and equipment required to perfor m the Services including any taxes. All Services performe d or supplies, materials and equipment provided in excess of th e maximum com pensation shall be at th e Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.”
4. Section 3 – WORK AUTHORIZATION PROCESS is hereby added to Exhibit A to read as follows:
3.1 City does not give any guarantee to Cons ultant that City will select Consultant for the p erformance of any Work Re quest or any other Services. If City selects Con sultant to perform a Work Request , Consultant shall p erform the services in t his Exhibit A but only to the extent detailed in the Work Authorization and Purchase Order.
3. 2 Wo rk Request : When as -needed rate and fee analysis consulting Services are required, SVP will notify Consultant to provide a proposal for Services. SVP will prov ide a desc ription of the Services required, the basis of award, the deadline f or response, and any other re levant information (Work Request).
3.3 Proposal: Consultant shall prepare and submit a proposal (Proposal) that includes:
3.3.1 The specific se rvice(s) to be p erformed. Detail of the s ervices should have a level of detail reflective of the scope, timeline, and cost of the specific project.
3.3.2 A work plan that includes a detailed description by task of the services to be performed.
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3.3.3 A project timeline/schedule.
3.3.4 A list of Consultant’s personnel and subconsultants.
3.3.5 Any required drawings or documents.
3.3.6 A list of City responsibilities.
3.3.7 An itemized cost proposal showing:
3.3.7.1 H ours and hourly rates by position as listed in Exhib it B for Consultant.
3.3.7.2 Reimbursable expenses, in a ccordance wit h the limitations set forth in Exhibit B.
3.3.7.3 Any additional costs including, but not limited to freight, permits, fees.
3.3.7.4 All submitted pricing s hall be in accordance with the rates author ized in Exhibit B of this Agreemen t and
the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.
3.3.7.5 Cost for any additional equipment, parts, materials, or services required for completion of services as
detailed in the W ork Request and in C onsultant’s
Proposal but no t reflected in the Consultant ’s cost
proposal shall be the sole responsibility of the
Consultant and at no cost to the City.
3.3.8 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basi s for furthe r negotiations with Consultant. Consultant must submit a revised Proposal to the Amendment No. 1 to Agreement/Aspen Environmental Group Page 4 Rev. 10/25/2019
City based upon such negotiations. The final proposal shall include a clear breakdown of materials and labor.
3.4 Work Authorization:
3.4.1 If the completion of the services in the Proposal will not result in total c osts under this Agreement exceed ing the maximum compensation in Section 6 of the Agreement , ( when combined with all previously authorized Services), the City may authorize the proposed services as set forth in this Section.
3.4.2 To authorize work, the City and Con sultant shall execute a Work Authorization in substantially the same format as Exhibit D. Each Work Authorization shall describe the pro posed s ervices and deliverables the Consultant must prov ide, the time limit within which the Con sultant must complete the proposed service and deliverables, and the compensation for the services.
3.4.3 Subject to the terms and conditions of this Agreement, Consultant and Ci ty will negotiate th e specific scope and req uirements of each Work Authorization. Upon execution by the Parties, the Work Authorization shall become an Approved Work
Authorization.
3.4.4 Each Approv ed Work Authorization shall have a pu rchase order attached to it. A Purchase Or der ( “Purchase Order ”) is a document issued by the City of Santa Clara Finance Departm ent which will reference th e terms and conditions of t his Agreement and serves and final approval for each Approved W ork
Authorization.
3.4.5 Only the Assi stant Di rector of the Electric Utility, Electric Utility Chief Oper ating Officer, or Chief Electric Utility Offi cer may, on behalf of the City, execute a Work Authorization. Purchase orders are issued by the Finance Department.
3.4.6 Consultant sh all not initiate th e additional s ervices and the City will not compensate the Consultant until the City has executed the Work Authorization for such additional ser vices where applicable (“Approved Work Authorization”) and issued a Purchase Order.
3.5 Changes to Work Authorization:
3.5.1 Consultant shall notify the City immediately when a situation occurs that may result i n a change to the total project cost or specific line items in a n Approved Work A uthorization or Purchase Order . Con sultant sh all provide the reason for the change specific to each Approved Work Authorization or
Purchase Order.
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3.5.2 Consultant shall no t be entitled t o ad ditional compensation for issues such as errors in calculation of original pric ing, changes in staff, or other changes that are not directly related to changes requested by City.
3.5.3 In the event t hat unanticipated site conditions or other issue s result in c osts that exceed total of the Approved Work Authorization or changes to line items in an Approved Work Authorization or in the Purchas e Order, Consultant shall submit to the City an updated Proposal for review and appr oval from the C ity in advance of performing any additional required services. If accept ed, t he Cit y will issue a new or amended Work Authoriz ation and changed Purchase Order to authorize such additional services. Each changed Work Authorization and Purchase Order shall amend the S ervices and be inc orporated into the Services by reference.
3.5.4 Consultant shall not init iate the additional services associated with changes a nd the City will not compensate the Consultant until the City has executed the Work Authorization f or s uch additional services where applicable (“Approved Work
Authorization”) and is sued a Purchase Order or changed Purchase Order.
3.6 Proposals, pricing and quotes are not confi dential and will n ot be tr eated as confidential even if marked confidential when submitted.
3.7 An Approved Work Authorization must be consis tent with – and cannot alter – the items and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in an Approved Work Authori zation – even if the Approved Work Authorization expressly states that it is intended to control.
Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.
3.8 Each Approved Work Authorization and Purchase Order including those authorized prior to execution of this Amendment No. 1 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shal l be included within the Services.
3.9 If Consultant begins the Services or fails to di spute a Purchase Order within three (3) busine ss days, Consultant is assumed to have accepted the terms of the Purchase Order.
3.10 The City (through the individuals listed in Section 3.4.5 or, in the cas e of Purchase Order s, the Finance Department ) may terminate an Approved Work Order or Purchase Order for convenience with ten ( 10) days prior written notice to Con sultant. In such event, the Consultant shall have no Amendment No. 1 to Agreement/Aspen Environmental Group Page 6 Rev. 10/25/2019
further rights hereunder, except that C onsultant shall be paid for all Services adequately rendered prior to such termination.
3.11 Consultant shall not initiate any project assi gnment that will result in costs exceeding the compensation in th e Agreement or are anti cipated to extend past the term of this Agreement.
3.12 SVP shall not be required to pay a deposi t or any other form of pre- payment prior to the Consultant beginning work.”
3 Exhibit B – SCHEDULE OF FEES AND PAYMENT PROVISIONS shall be amended and replaced with the attached Exhibit B – SCHEDULE OF FEES AND PAYMENT PROVISIONS – AMENDED JANUARY 15, 2023, which is hereby incorporated into the Agreement by reference.
4 Exhibit D – Notice of Option to Extend Agreement Form is hereby deleted and replaced with Exhibit D – SAMPLE WORK AUTHORIZATION FORM attached hereto and incorporated into the Agreement by reference. 5 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.
Amendment No. 1 to Agreement/Aspen Environmental Group Page 7 Rev. 10/25/2019
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
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”
ASPEN ENVIRONMENTAL GROUP
a California corporation
Dated:
By (Signature):
Name: Neda Rastegal Delmont
Title: Chief Operating Officer
Principal Place of
Business Address:
8801 Folsom Boulevard, Suite 173
Sacramento, CA 95866
Email Address: [email protected]
Telephone: (916) 235-9390
“CONSULTANT”
1/17/2024
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E
XHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
AMENDED JANUARY 15, 2023
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Consultant during the Term shall not exceed the amount in Section 6 of this Agreement.
SECTION 2. RATES
Compensation under each Purchase Order shall be in accordance with the rates set forth herein.
2.1 Rates. Consultant shall submit Proposals and invoice all Services at the rates listed in Appendix B1 attached and incorporated by reference.
2.2 Rates listed in Appendix B1 (Rate Sheet) are fully burdened.
2.3 Reimbursable Expens es. Any and all reimbursable expenses related to each Work Authorization or Purchase Order shall be described in Consultant ’s Proposal as set forth in Section 3 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) Consultant submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Co nsultant demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 3 of Exhibit A, (4) Consultant submits receipts, invoices, or other supporting documentation demonstrating that s uch 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
Amendment No. 1 to Agreement/Aspen Environmental Group Page 9 Rev. 10/25/2019
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 Consultant shall provide an invoice to the City o n 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, and Invoice Period.
3.1.2 C urrent amount due with a time and materials breakdown: titles, hours, hourly rates, and any City 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.
3.2 P
re -Payment. City shall not be required to pay a deposit or any other form of pre- payment prior to Consultant beginning the Services.
3.3 Payment Limited to Satisfactory Work. Consultant is not entitled to any payments until the City con cludes 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 Disputed Invoices. If the City in good faith dis putes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Consultant regarding the disputed amount. The notice shall include documentation supporting the disputed amount.
3.6 Payment. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment.
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AP
PENDIX B1 TO EXHIBIT B
RATE SHEET
POSITION
Principal
Associate
Senior
Consultant
Senior
Associate
Project
Controller
Nov. 1, 2020 – Oct. 31, 2021 $316.00 $177.00 $166.00 $162.00 Nov. 1, 2021 – Oct. 31, 2022 $325.48 $182.31 $170.98 $166.86 Nov. 1, 2022 – Oct. 31, 2023 $335.24 $187.78 $176.11 $171.87 Nov. 1, 2023 – Oct. 31, 2024 $345.30 $193.41 $181.39 $177.03 Nov. 1, 2024 – Oct. 31, 2025 $355.70 $198.90 $186.83 $182.34 Nov. 1, 2025 – Oct. 31, 2026 $366.37 $204.87 $192.43 $187.81 Nov. 1, 2026 – Oct. 31, 2027 $377.36 $211.02 $198.20 $193.44 Amendment No. 1 to Agreement/Aspen Environmental Group Page 11 Rev. 10/25/2019
EXHIBIT D
SAMPLE WORK AUTHORIZATION FORM
This work authorization (“Work Authorization”) is made pursuant to the Agreement for Service between the City of Santa Clara and Aspen Environmental Group (“Agreement”). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION
NUMBER: Original
First Revised
Second Revised
Other Contract No.
Consultant Name/Address:
Expiration Date of
Agreement:
Consultant’s Project
Manager:
Name: Email:
City’s Project Manager Name: Email:
Period of Performance for
this Work Order:
Start Date: Expected Completion Date:
Maximum Compensation of Agreement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work
Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Consultant Representative Name (Print)
Consultant Representative Signature
Consultant Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
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PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
No
If yes, provide a brief description of the change(s).
2. SCOPE OF SERVICES TO BE PERFORMED
Consultant shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 3 of Exhibit A and Section 2 of Exhibit B.
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3. COMPENSATION
a. Basis of Compensation: Time & Materials
b. Reimbursable Expenses:
No expenses are reimbursable.
Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:
Monthly