Ebix Insurance No. S200000207
AMENDMENT NO. 4
TO THE AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
APPLIED POWER TECHNOLOGIES, INC.
PREAMBLE
This agreement ("Amendment No. 4") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Applied Power Technologies, Inc. a California 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 Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and Between the City of Santa Clara, California and Applied Power Technologies, Inc.", dated June 28, 2018, for the purpose of having Contractor provide software support for the Electrical Power Monitoring System (EPMS);
B. The Agreement was previously amended by (i) Amendment No. 1, to Renew and Extend, dated July 2, 2020, (ii) Amendment No. 2 dated May 5, 2021, to extend the term, increase the maximum compensation, and update the scope of services, and (iii) Amendment No. 3 dated April 20, 2022, to extend the term, increase the maximum compensation, and add additional services.
C. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
D. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide software support for the Electrical Power Monitoring System (EPMS), and the Parties now wish to amend the Agreement as Amended to extend the term, add additional services, and increase the maximum compensation to continue software support.
NOW, THEREFORE, the Parties agree as follows:
Amendment No. 4 to Agreement/Applied Power Technologies, Inc.
Rev. 10/25/19
AMENDMENT TERMS AND CONDITIONS
1. Section 2 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 a written amendment to this Agreement, the term of the Agreement shall begin on the Effective Date of this Agreement and terminate on October 31, 2024. The Parties agree that this Agreement did not expire on the previous expiration date of October 31, 2022, and it remains valid through the new expiration date set forth in this Amendment No. 4."
2. Exhibit A of the Agreement, Section 3 is amended to read as follows:
"Additional Services: For the period of November 1, 2022, through October 31, 2024. Contractor shall perform the following additional services"
3. Section 4.2 of Exhibit A of the Agreement, entitled "SCOPE OF SERVICES" is amended to deleted in its entirety, which reads as follows:
"4.2. PME annual software assurance for software updates since the power monitoring server is not being upgraded during this service period. If the server is upgraded during the service period, this service will be included."
4. Exhibit A of the Agreement, entitled "SCOPE OF SERVICES" is amended to add Section 5, entitled "PROCESS FOR REQUESTION AND APPROVING AS NEEDED SERVICES", to read as follows:
"5. PROCESS FOR REQUESTION AND APPROVING AS NEEDED SERVICES
5.1. When as needed services are needed which are not excluded in Section 4, the City will request a quote from Contractor (Work Request).
5.1.1. Contractor shall submit a fixed-price quote for the services.
5.1.1.1. 5.1.1.2.
Contractor shall submit a scope of work with
sufficient detail that will permit City to verify
requests for changes are associated with changes
in scope. The scope will include a level of detail
reflective of the scope, timeline, and cost of the
specific project.
If a Contractor requires changes to a fixed price
scope, Contractor shall only be permitted to
request changes with justification such as
additional scope requested by City or
unanticipated field conditions. For such changes,
Amendment No. 4 to Agreement/Applied Power Technologies, Inc.
Rev. 10/25/2019
Contractor shall submit justification demonstrating
that changes in cost are associated with changes
in scope. Contractor shall not be entitled to
additional payment for issues such as errors in
calculation of original pricing or other changes that
are not directly related to changes requested by
City.
5.1.2. The terms of this Agreement shall prevail over any and all Contractor terms and conditions including, but not limited to any terms listed on a quote.
5.1.3. The City shall review the quote and, if there are no issues or concerns, City will approve the quote in writing (Work
Authorization). A Work Authorization may be provided by e-mail but shall only be authorized by Principal Engineer, Assistant Director of Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.
5.1 .4. Contractor shall not initiate any work which will extend past the term in Section 2 of the Agreement or exceed the maximum compensation in Section 6 of the Agreement.
5.2. Changes
5.2.1. Contractor shall notify the City immediately when a situation occurs that may result in a change to the quoted project cost. Contractor shall provide reason for the change specific to each Work Authorization.
5.2.2. In the event that unanticipated site conditions or other issues result in costs that exceed the approved quote, Contractor shall submit to the City an updated quote for review and approval from the City in advance of performing the work.
Written authorization may only be provided by a Principal Engineer, Division Manager, Senior Division Manager,
Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.
5.2.3. In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, ore mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Contractor shall provide an updated quote within two (2) business days so Amendment No. 4 to Agreement/Applied Power Technologies, Inc.
Rev. 10/25/2019
that such changes can be documented in a written
authorization within four (4) business days."
5. Exhibit B - COMPENSATION AND FEE SCHEDULE - Amended April 20, 2022 shall be deleted and replaced with the attached Exhibit B - COMPENSATION AND FEE SCHEDULE - Amended November 1, 2022.
6. 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. 4, the provisions of this Amendment No. 4 shall control.
Amendment No. 4 to Agreement/Applied Power Technologies, Inc.
Rev. 10/25/2019
Page4
The Parties acknowledge and accept the terms and conditions of this Amendment No. 4 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:
D , I B 11. Digitally signed by Daniel Ballin
an j e a j n Date: 2022.11.22 14:35:40
-08'00'
Office of the City Attorney
City of Santa Clara
"CITY"
aj~
Cit anager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
APPLIED POWER TECHNOLOGIES, INC.
a California corporation
Dated: November 21 , 2022 --------- ------ ---
By (Signature): __ /1_~----"=C/a~/a#---,,/:-fe::...__1,, ______ _ Name: ANDREW E. TAYLof(p_E. -------- ----'----- ------
Tit I e: CEO
Principal Place of 5339 Prospect Road #287
Business Address: San Jose, California 95129
Email Address: ataylor@apt4power .com
Telephone: (408) 342-0790
"CONTRACTOR"
Amendment No. 4 to Agreement/Applied Power Technologies, Inc.
Rev. 10/25/2019
AMENDMENT NO. 4 TO THE AGREEMENT FOR SERVICES BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA AND
APPLIED POWER TECHNOLOGIES, INC.
EXHIBIT B - COMPENSATION AND FEE SCHEDULE
AMENDED NOVEMBER 1, 2022
1. Maximum Compensation
1.1. The maximum amount billed to City by Contractor for services under this Agreement as Amended will not exceed two hundred forty thousand dollars ($240,000).
1.2. The City may request additional services subject to an amendment to this Agreement. Such amendment may require approval by Santa Clara City Council. Contractor shall not perform services which exceed the Maximum Compensation.
2. Pricing
2.1. Contractor shall invoice City based on the current rates in Table B-1.
3. Invoicing and Payments:
3.1. Contractor will invoice City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. The Contractor will submit a sample invoice for review and approval of format, and the City shall review and approve the sample invoice for format within 5 business days after receipt.
3.2. All monthly invoices shall be submitted in a format that will permit City to verify rates are the same as those authorized in the Agreement.
3.3. If City disputes an expense in an invoice, City may deduct the disputed expense from the payment of that invoice, provided that City submits to Contractor a written explanation of why the expense is being disputed within 5 business days after receiving the invoice.
3.4. If there are no discrepancies or deficiencies in the submitted invoice, City shall process the invoice for payment within 30 days of receipt of the invoice.
Amendment No. 4 to Agreement/Applied Power Technologies, lnc./Exhibit B Rev. 10/25/19
AMENDMENT NO. 4 TO THE AGREEMENT FOR SERVICES BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA AND
APPLIED POWER TECHNOLOGIES, INC.
EXHIBIT B - COMPENSATION AND FEE SCHEDULE
AMENDED NOVEMBER 1, 2022
Table B-1 - Rates
Original Contract and Amendment No. 1 Amendment No. 2 Amendment No. 3 Effective Effective Effective
Description 4/1/18 - 4/1/19 - 4/1/20 -
3/30/19 3/30/20 4/30/21
Electrical Power Annually Annually Monitoring System
(EPMS)- $25,095 (billed $27,604 (billed $30,364
Maintenance $2,091.25 $2,300.33
Services monthly) monthly)
Duane Substation
ION 7600S N/A N/A N/A
Harmonics Capture
Duane Substation
Harmonics Manual N/A N/A N/A
Reporting Service
Discount N/A N/A N/A
Additional Services N/A N/A N/A
Amendment No. 4 to Agreement/Applied Power Technologies, lnc./Exhibit B Rev. 10/25/19
Effective Effective
5/1/21 - 5/1/22 -
4/30/22 10/31/22
Annually Annually Six Months
(billed $36,738 (billed $18,369 (billed
$2,530.33 $3,061.50 $3,061.50
monthly) monthly) monthly)
N/A $7,495 Fixed Price
Three
months
N/A $4,800 (billed
$1,600.00
monthlv)
N/A ($600) Vendor
Discount
N/A
Amendment No. 4
Effective
11/1/22-
10/31/24
Two Years
$73,476 (billed
$3,061.50
monthly)
N/A
N/A
N/A
$16,659 As Needed