Attachment 3FIRST AMENDMENT TO CONTRACTING AGREEMENT
This First Amendment to Contracting Agreement is dated for identification this 174 of December,
2015 and amends that certain Contracting Agreement dated June 18, 2015, made by and between the
Town of Los Gatos, ("Town,") and Trinity Source Group, Inc., ("Consultant.")
RECITALS
A. Eso
Town and Consultant entered into a Contracting Agreement on June 18, 2015
("Agreement"), a copy of which is attached hereto and incorporated by reference as
Attachment I to this Amendment.
B. Town desires to amend the Agreement to provide additional services and extend the term of
the agreement.
AMENDMENT
I . Scope of Services:
Consultant shall conduct additional environmental consulting services for.
A. Further testing of wells and surrounding soils for contamination at 41 Miles Avenue,
as per the attached Additional Work Authorization request dated November 19, 2015,
a copy of which is attached hereto as Attachment 2 and incorporated herein by
reference.
B. Soil Vapor Work Plan, sampling, assessments and reports as described in
the attached Work Authorization No. 2 dated November 19, 2015 a copy of which is
attached hereto as Attachment 3 and incorporated herein by reference,
2. Compensation. Additional compensation for Consultant's services shall not exceed
$31,479 and $823, for a total of $32,302, inclusive ofall costs. Payment shall be based
upon Town approval of each task.
3. Period of Performance. The term of the Agreement shall be extended to expire on June 3 ,
2016.
4. All .other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos Consultant, by;
. 1
By: (t
I Prevetti, Town Manager
Department Approval:
Matt Morle
Director of Parks and Pub ks
Approved as to Form:
ATTACHMENT
• w
TRINITY
source group, inc.
HEADQUARTERS:
119 Encinal Street
Santa Cruz, California 95060
Phone: (831) 426-5600
Fax: (831) 426-5602
CLERK DEPARTM1:k T
ORD
r.ESO
CLIENT CONTRACT/P.O. Not Applicable
Trinity Project No, MKT2015
TRINITY OFFICE PERFORMING WORK:
Santa Cruz. CA
AUTHORIZATION FOR
ENVIRONMENTAL INVESTIGATION AND CONTRACTING SERVICES
CLIENT: Name Jim Harbin
Company Town of Los Gatos
Address 41 Miles Avenue
City Los Gatos State _California Zip 9503q
Phone 408-395-5310 Email: JHarbin@losgat0sca.gov
Signing of this Authorization by CLIENT and CONSULTANT (Trinity Source Group, Inc. (Trinity)) authorizes CONSULTANT to complete
the Services as described below In consideration of the mutual covenants set forth herein.
PROJECT NAME: The Services described below are to be provided by CONSULTANT in connection with a Project identified as
follows: Perform environmental consulting services at the Town of Los Gatos Corporation Yard, 41 Miles Ave., Los Gatos, California.
SCOPE OF SERVICES: CONSULTANT will perform the services indicated below:
Services as described in attached correspondence dated
Services as described In attached Scope of Services dated
Services described below for a lime and materials fee:
Professional Environmental Consuitin4 Services associated with but not Limited to the following: Task 1
Prepare_ a Work Plan to Address Impediments to UST Case Closure, Task 2 Well DevehpLient and
Task 3 Conduct One Groundwater Monitoring Event,
FEE FOR SERVICES: CONSULTANT's fee for Services identified above shalt be as indicated below:
X A Time and Materials fee of $12,500 based on personnel, equipment and expense rates set forth on the attached Trinity
2014-2015 Fee Schedule. Trinity will not exceed the aforementioned lime and materials cost without prior approval from
CLIENT,
A lump sum fixed fee of3_.
A Lump sum fixed fee of $ plus other direct costs and expenses billed at cost plus 15%.
Other (specify)
RETAINER: $0.00 for this initial work scope: a retainer may apply for future work authorizations.
PROGRESS PAYMENTS: x .Apply Do not apply
CLIENT AND CONSULTANT acknowledge that they are in agreement with the terms and conditions as set forth on the attached Teens
and Conditions.
DISTRIBUTION: TRINITY Contracts Client Project File Pager of 3
Contracting Aareement Short Form - Rev 2014
ATTACHMENT I
APPROVED FOR CLIENT: ACCEPTED FOR CONSULTANT:
Signatures: Signature: "'`�y-
Names: Name: David A. Reinsrna
Titles: Title. President and Principal Geo1ogis;
Date: Date: Mav 13. 2015
TIME PERIOD FOR PERFORMANCE: TRINITY wilt commence Services as specified in the Scope of Services, and will complete such Services in
a diligent manner. TRINITY wi8 not be responsible for delays caused by factors beyond TRINITY'S control which could not readily have been
foreseen when this Authorization was received.
2. EXTRA SERVICES: TRINITY will perform Extra Services not specified in the Scope of Services, provided TRINITY and CLIENT have agreed to
the scope and fee of such services in wilting.
3. TIME OF PAYMENTS: TRINITY will submit monthly invoices for unbilled portion of Services or Extra Services actually completed. CLIENT agrees
to pay the invoiced amount within 30 days from date of invoice. My payment not received by TRINITY within said 30 days shall be considered
delinquent and the amounts due TRINITY shall accrue a late charge oft - 1/2 "4 per month for each month from date of invoice. in the event any
payment due TRINITY under the terms of this Authorization is delinquent, TRINITY may suspend all services until all delinquent payments have
been received.
4. TAXES; Fees quoted do not include any state, federal or local applicable taxes, and will be the responsibility of the CLIENT excluding payroll taxes
associated with TRINITY's and/or our subcontractors labor.
5. STANDARD OF PERFORMANCE: TRINITY shall perform its services in accordance with generally accepted engineering and consulting
standards in effect at the time services were performed TRINITY makes no other warranty, express or implied.
6 ENVIRONMENTAL ASSESSMENTS: TRINITY'S Phase 1 reports present professional opinions and findings of a scientific and technical nature
While attempts have been made to relate the data and findings to applicable environmental laws and regulations, the report shall not be construed
to offer legal opinion or representations as to the requirements of, or compliance with environmental laws, rules or policies of federal, state or local
government agencies.
7. CONSULTANT'S UABILITY: TRINITY shall perform its work as an independent contractor, and shall have responsibility for and control over
details and means of the performance for the work described In the Scope of Work. TRINITY is not the agent of the CLIENT when performing this
Agreement, unless agreed to by TRINITY and CLiE..NT in writing and only to the extent expressly agreed to by TRINITY. TRINITY'S aggregate
iibility for damages arising out of the services rendered pursuant to this Agreement, whether arising out of tort or contract, is limited to an amount
not to exceed $50,000 or the total gross billings of TRINITY to the CLIENT hereunder, whichever is more. In the event that CLIENT desires to
increase the amount of liability, TRINITY may adjust this limitation upon written agreement provided CLIENT agrees to pay an additional fee to
TRINITY to offset this cost to TRINITY of this additional risk of liability. TRINITY is not liable for and consequentiai or indirect damages, including
but not limited to lost profits, loss of use of property and CLIENT's breach of other contracts. TRINITY will be responsible only for the activities of its
employees and for TRINITY'S subcontractors.
8. CLIENT INDEMNIFICATION: CLIENT and TRINITY agree to indemnify and hold ea& other harmless from any claims, loss, injury, damage, fines,
causes of action, attomey's fees. costs and Litigation expenses ("claims") asserted against or incurred by the indemnitee by any person or entity
(Including, without limitation, TRINITY'S and CLIENTS employees) proximately caused by, in whole or in part, the indemnitor's negligence or
intentional misconduct. When such claim is due to negligence or intentional misconduct of both TRINITY and CLIENT, each shall be Befitted to
contribution (rani the other in proportion to their atlocat)le shares of responsibility es determined by agreement or dispute resolution. Attorney's fees
and litigation expenses recoverable under this paragraph include fees and costs incurred in establishing a party's right to indemnification,
9. HAZARDOUS SUBSTANCES: If state or federally regulated hazardous, toxic or dangerous wastes as defined by state or federal regulations
(hereinafter 'wastes") are encountered at the site, and if Mese'wastes* require handling, transportation or disposal at an off -site facility, TRINITY
will assist In advising the CLIENT or the CLIENT'S options. However, TRINITY will not "arrange" (as defined in 42 U.S.C. 9807) for disposal of,
accept title to, sign manifests for, or take control of any "wastes", CLIENT shall indemnify and hold TRINITY harmless from any claims, damages,
fines and fees, litigation or expenses, arising out of or in any way related to handling, transportation and disposal of any 'wastes" in the course of
TRINITY's performance of this Agreement.
DISTRIBUTION: TRINITY Contracts Client Project File Page 2 of 3
Contracting Agreement Short Form — Rev 2014
10. CLIENT -PROVIDED INFORMATION: TRINITY is entftlee to rely on all information furnished or to be furnished by CLIENT. CLIENT agrees to
defend and indemnify TRINITY, its officers, agents and employees from any and aU claims of any kind arising out of or related to any claims caused
by or contributed to by any errors or omissions in information provided to TRINITY..
11. ACCESS, APPROVALS, PERMITS: CLIENT shall arrange for access and make al` provisions for TRINITY to enter public and private property as
required for TRINITY to perform the specified services. CLIENT shall furnish approvals and permits from all govemmentat authorities having
jurisdiction aver the Project and such approval and consent from others as may be necessary. CLIENT Is responsible for informing TRINITY of the
locations of any underground structures. TRINITY wiri not be responsible for inadvertent damages to utility lines or other subsurface structure that
were not made known to TRINITY prior to the start of drilling
12, SAFETY: It Is the responsibility of the CLIENT to provide and maintain a safe working environment for Its employees, TRINITY's employees and
that of TRIN!TY's subcontractors, agents, the public and any other third party at the facility where TRINITY and TRINiTY's subcontractors are to
perform their work. It is the responsibility of TRINITY and TRINITY's subcontractors to provide and maintain a safe working environment for the
CLIENT's facility and its employees, tenants and the general public during the course of TRINITY'S and TRINITY' subcontractors wok
13. ASSIGNMENT: TRINITY shall not assign this Authorization (except for accounts receivable) without prior written consent of CLIENT, but may,
employ any other party it deems necessary or proper for any part of the work required to be performed by TRINITY under the terms of this
Authorization.
14, TERMINATION: Either party may terminate this Authorization al any time upon seven (7) days prior written notice to the other In such event,
TRINITY will be compensated for services actually performed under the Authorization to the termination date together with all reasonabte costs
arising out of such termination.
15, APPLICABLE LAW: This contract shall be enforced in accordance with the laws of Santa Cruz County, Stale of Callfornla.
16. TIME LIMIT FOR CLAIMS: Any claim brought by CLIENT against TRINITY will be brought not later than one year after the late of substantial
completion of TRINITY's services hereunder or the expiration of the appropriate statue of limitation, whichever is earlier.
17. ATTORNEY'S, AGENT, OR, COLLECTION AGENCY FEES AND EXPENSES: In the event this Authorization should be referred to an attorney of
law, agent, or collection agency for collection, CLIENT agrees to pay Such reasonable fees TRINITY may incur, in the collection hereof.
18. ENTIRE AGREEMENT: The Agreement land any referenced attachments) constitute the entire agreement between CLIENT and TRINITY and
supersedes ail prior or oral or written representations or agreements. This Agreement shall not be modified except in writing and signed by both
parties, If any provision of this Agreement is determined by a court to be invalid or unenforceable, the remainder of this Agreement shall remain in
full force and effect.
DISTRIBUTION: TRINITY Contracts Client Project File Page 3 of 3
Contracting Agreement Short Form - Rev 2014
4040, TRINITY
6 ' 401trer VOW?, i114.
•
• •
2014-2015 FEE ScHEDULE
Tiwny SOURCE GROLP, INC.
EMPLOYEE RATES
POSITION TITLE RATE/HOUR
Expert Witness $250
Principal Geologist $180
Principal Engineer $180
Senior Project Manager $175
Senior Engineer $165
Senior Geologist $165
Project Geologist $115
Project Engineer $115
Project Scientist $115
Staff Engineer $92
Staff Geologist $92
Staff Scientist $92
Technician II 577
Technician I $72
Draftsperson $70
Administrative $60
SUBCONTRACTS. TRAVEL AND OTHER CHARGES
ITEMS AT NO CHARGE
Computer time
Fax charges
Document reproduction
OVERTIME
Overtime for hourly employees is 1.5x the standard billing rate as approved by client in advance.
Salaried employees are billed at the standard rate.
TRAVEL/PER DIEM
Travel time is charged in accordance with the above schedule, up to a maximum of 8 hours/day.
Mileage charge for a personal auto, and company owned truck or vehicle is $0.95/mile.
Per diem charge is area specific, but shall not exceed reasonable lodging cost plus $60.00/day.
SUBCONTRACTED AND MISCELLANEOUS CHARGES
Charges for certain outside services and expenses including, but not limited to, subcontractors, permit fees,
construction materials, rented vehicles and equipment, transportation on public can-iers, and shipping charges
will be billed at cost plus 15%.
119 ENCMAL ST., SANTA CRUZ, CALIFORNIA 9506011 EL 31.426.5609 / FAX: 831.426.5602
WORK AUTHORIZATION No. 1
May 13, 2015
Issued Pursuant to Environmental Investigation and Contracting Agreement
Effective May 13, 2015
By and Between
Trinity Source Group, Inc. (Trinity)
and
Town of Los Gatos (CLIENT)
Client Office: 41 Miles Avenue Trinity Project No.: MK2015
Los Gatos, CA 95030 Work Order Type: T&M
Client Contact: Jim Harbin
Trinity Office: 119 Encinal Street
Santa Cruz, CA 95060
Trinity Contact Debra Moser
1. SCOPE OF WORK: Con uct Environmental Consulting Services Including: Task 1
Prepare a Work Plan to Address Impediments to UST Case Closure.
as requested by Santa Clara County Environmental Health, Task 2
Well Development, and Task 3 Conduct One Groundwater Monitoring
Event for Existing Wells, including conclusions and recommendations
for further work as needed
2. LOCATION/CLIENT FACILITY INVOLVED: Town of Los Gatos Corporation Yard, 41 Miles
Avenue, Los Gatos, CA
3. PERIOD OF PERFORMANCE: As Per Proposal
4. AUTHORIZED FUNDING: $12,500 (estimated at $4,000 for Task 1, $2,500 for Task 2, and
$6,000 for Task 3)
5. SPECIAL PROVISIONS:
Trinity Source Group, Inc.:
By:
Name: pavid A. Reinsrna
By:
Title: President & Principal Geologist
Date: May 13, 2015
All work shall be conducted in accordance with
the terms and conditions set forth in the Trinity
Source Group. Inc. Authorization for
Environmental Investigation and Contracting
Services Agreement dated and executed on
May 13, 2015,
CLIENT: Town of Los Gatos
Name:
Title: jofev ry TOWV NVincvler
Date: -2 - 2015
From: Jim Harbin
Sent: Thursday, December 17, 2015 3:43 PM
To: Stefanie I fockemeyer
Subject: FW: project. charges and next steps, 41 Miles Ave.
Additional work authorization request.
From: Debra Moser [mailto:dm,@tsgcorj.net]
Sent Monday, November 09, 2015 944 AM
To: Jim Harbin
Cc: Spencer Davis
Subject; project charges and next steps, 41 Miles Ave.
Hi Jim,
We received the latest letter from Aaron Costa at Santa Clara County, requesting the soil gas investigation work plan and
additional groundwater monitoring for 41 Miles Ave. Would you tike for us to send over a new Work Authorization for
this work?
Also, Trinity will soon issue the final invoice for the groundwater monitoring well development and sampling that led to
the report we submitted in October. We exceeded the total budget of $12,500 by about $950, Per the County request,
we developed and sampled two wells additional to the original scope, which contributed to the overage. Is there a
procedure we should follow to request additional funds for this?
Please feel free to call either Spencer Davis or me with questions; we will wait to hear from you before initiating the soil
gas work plan requested by the County.
Thank you, i SZ 3
Debbie'' '
Debra J. Moser, PG, CEG, CHG.
Senior Geologist
Trinity Source Group, Inc.
119 Encinai Street
Santa Cruz, CA95060
We have moved!
Please note our nev,/ address.
Tel: (831) 426-5600
Fax: (831) 426-5602
Visit our website at; www.trinity*otjrcegraup.com
The materials transmitted by this electronic mail are confidential, are only for the use of the intended
recipient, and may also be subject to applicable privileges. Any dissemination, distribution, or
copying of this communication is strictly prohibited. if you have received this communication in error,
1
ATTACHMENT 2
WORK AUTHORIZATION No. 2
November 19, 2015
Issued Pursuant to Environmental Investigation and Contracting Agreement
Effective May 13, 2015
By and Between
Trinity Source Group, Inc. (Trinity)
and
Town of Los Gatos (CLIENT)
Client Office: 41 Miles Avenue Trinity Project No,: 532.002.001
Los Gatos, CA 95030 Work Order Type: T&M
Client Contact: Jim Harbin
Trinity Office: 119 Encinal Street
Santa Cruz, CA 95060
Trinity Contact: Debra Moser/Spencer Davis
1. SCOPE OF WORK: Conduct Environmental Consulting Services Including: Task 1
Prepare a Work Plan for Soil Vapor Assessment, as requested by
Santa Clara County Environmental Health, Task 2 Develop
Monitoring Wells E-1 and E-4, and Survey Alt Monitoring Wells,
Task 3 Install and Sample TWO oil Vapor Probes, Task 4 1st Soil
Vapor Sampling Event Report, Task 5 Conduct Groundwater
Monitoring Event during First Quarter of 2016, Task 6 1st Quarter
2016 Groundwater Monitoring Report, Task 7 Conduct 2Soil Vapor
Sampling Event, Task 8 2n6 Soil Vapor Sampling Event Report
2. LOCATION/CLIENT FACILITY INVOLVED; Town of Los Gatos Corporation Yard, 41 Miles
Avenue, Los Gatos, CA
3. PERIOD OF PERFORMANCE: As per Proposal
4. AUTHORIZED FUNDING: $31,479 (estimated at $3,533 for Task 1, $4,480 for Task 2,
$6,328 for Task 3, $2,962 for Task 4, $4,622 for Task 5, $2,288 For
Task 6, $4.305 For Task 7, and $2,962 for Task 8)
5. SPECIAL PROVISIONS:
Trinity Source Group, Inc.:
Name: David A. Reinsma
All work shall be conducted in accordance with
the terms and conditions set forth in the Trinity
Source Group, Inc. Authorization for
Environmental Investigation and Contracting
Services Agreement dated and executed on
May 13, 2015.
CLIENT: Town of Los Gatos
By:
Name:
Title: President & Principal Geologist Title: V74..c ti
Date: o_t 3(‘S
Date: November 19, 2015
ATTACHMENT 3