Attachment 2FIRST AMENDMENT TO CONTRACTING AGREEMENT
IERK DEPARTMENT
This First Amendment to Contracting Agreement is dated for identification this 14kof December,
2015 and amends that certain Contracting Agreement dated June 18, 2015, made b.d between the
Town of Los Gatos, ( "Town, ") and Trinity Source Group, Inc., ( "Consultant '3RD
RECITALS REC
RESO
A. 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 1 to this Amendment.
B. Town desires to amend the Agreement to provide additional services and extend the term of
the agreement.
AMENDMENT
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 of all 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 30,
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 os Gatos
By.
La rel Prevetti, Town Manager
Department Approval:
Matt Morle
Director of Parks and Pub 44 s
Approved as to Form:
A eq A
Robert Schul own Attorney
Consul"by:
By ---
Title:V
P„
TRINITY
source group, ink.
E;mrn+nrnental i.inr lrmhts
HEADQUARTERS:
119 Encinal Street
Santa Cruz, California 95060
Phone: (631) 426 -5600
Fax: (831) 426 -5602
CLIENT: Name
Company
Address
City
Phone
CLERK DEPARTMENT
AGR— T2 })U
1111
ORD
REC
RESO
CLIENT CONTRACT /P.O. Not oo ica ffe
Trinity Project No. MKT2015
TRINITY OFFICE PERFORMING WORK:
Santa Cruz, CA
AUTHORIZATION FOR
ENVIRONMENTAL INVESTIGATION AND CONTRACTING SERVICES
Signing of this Authorization by CLIENT and CONSULTANT (Trinity Source Group, Inc. )Trinity)) authorizes CONSULTANT to completetheServicesasdescribedbelowinconsiderationofthemutualcovenantssetforthherein.
PROJECT NAME: The Services described below are to be provided by CONSULTANT in connection with a Project identified asfollows: 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 daft
Services described below for a time and materials fee:
FEE FOR SERVICES: CONSULTANT's fee for Services identified above shall 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 Trinity2014 -2015 Fee Schedule. Trinity will not exceed the aforementioned time and materials cost without prior approval fromCLIENT.
A lump sum fixed fee of $
A lump sum fixed fee of $
Other (specify)
plus other direct costs and expenses billed at cost plus 15 %.
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 TermsandConditions.
DISTRIBUTION: TRINITY Contracts Client Project File Page 1 of 3
Contracting Agreement Short Form — Rev 2014
ATTACHMENT 1
APPROVED FOR CLIENT:
Signatures:
Names:
Titles:
Date:
ACCEPTED FOR CONSULTANT:
Signature.
Name:
Title:
r.
s. -r
President and Principal Geolooisj
Date: May 13, 2015
1. TIME PERIOD FOR PERFORMANCE: TRINITY will commence Services as specified in the Scope of Services, and will complete such Services in
a diligent manner. TRINITY will not be responsible for delays mused by factors beyond TRINITY's control which could not readily have beenforeseenwhenthisAuthorizationwasreceived.
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 writing.
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. Any payment not received by TRINITY within said 30 days shall be considered
delinquent and the amounts due TRINITY shall accrue a late charge of t - 1/2 k 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. CONSULTANTS LIABILITY: 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 thisAgreement, unless agreed to by TRINITY and CLIENT in writing and only to the extent expressly agreed to by TRINITY, TRINITY's aggregate
liability 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 consequential 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 lot the activities of its
employees and for TRINITY's subcontractors.
S. CLIENT INDEMNIFICATION: CLIENT and TRINITY agree to indemnify and hold each other harmless from any claims, loss, injury, damage, fines,
causes of action, attomeys fees, costs and litigation expenses ( "claims ") asserted against or incurred by the indemnitee by any person or entityincluding, without limitation, TRINITY's and CLIENTs employees) proximately caused by, in whole or in part, the indemnitors negligence or
intentional misconduct. When such daim is due to negligence or Intentional misconduct of both TRINITY and CLIENT, each shall be entitled to
contribution from the other in proportion to their allocable shares of responsibility as 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 these "wastes' require handling, transportation or disposal at an off -site facility, TRINITY
will assist In advising the CLIENT of the CLIENT's options. However. TRINITY will not "arrange" (as defined In 42 U.S.C. 9607) for disposal of,
accept tide 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 ofTRINITY'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 entitled 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 all claims of any kind arising out of or related to any claims causedbyorcontributedtobyanyerrorsoromissionsininformationprovidedtoTRINITY.
11. ACCESS, APPROVALS, PERMITS: CLIENT shall arrange for access and make all provisions for TRINITY to enter public and private property asrequiredforTRINITYtoperformthespecifiedservices. CLIENT shall furnish approvals and permits from all governmental authorities having
jurisdiction over the Project and such approval and consent from others as maybe necessary. CLIENT is responsible for informing TRINITY of thelocationsofanyundergroundstructures. TRINITY will not be responsible for Inadvertent damages to Willy 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 TRINITY's subcontractors, agents, the public and any other third party at the facility Mere 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 theCLIENTSfacilityanditsemployees, tenants and the general public during the course of TRINITY's and TRINITY' subcontractors work.
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 thisAuthorization.
14. TERMINATION: Either party may terminate this Authorization at any time upon seven (7) days prior written notice to the other. In such event,
TRINITY will be compensated for services actually performer) under the Authorization to the termination date together with all reasonable costs
arising out of such termination.
15. APPLICABLE LAW: This contract shall be enforced in accordance with the laws of Santa Cruz County, State of California.
16. TIME LIMIT FOR CLAIMS: Any claim brought by CLIENT against TRINITY will be brought not later than one year after the dale 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 oflaw, 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 (and any referenced attachments) constitute the entire agreement between CLIENT and TRINITY and
supersedes all prior or oral or written representations or agreements. This Agreement shall not be modified except in writing and signed by bothparties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, the remainder of this Agreement shall remain infullforceandeffecL
DISTRIBUTION: TRINITY Contracts Client Project File Page 3 of 3
Contracting Agreement Short Form — Rev 2014
TRINITY
Sol -1 .grwrp, inc.
2014 -2015 FEE SCHEDULE
TRINITY SOURCE GROUP, INC.
EMPLOYEE RATES
POSITION TITLE RATEMOUR
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 77
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 carriers, and shipping charges
will be billed at cost plus 15 %.
119 ENCINAL ST., SANTA CRUZ, CALIFORNIA 95060 1 TEL: 831.426.5600 /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:
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.:
0
Name: David A. Reinsma
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: Les Wnll'P
Title: oteyi r-n TG'W 1 %-hagEr
Dater
From: Jim Harbin
Sent: Thursday, December 17, 2015 3:43 PM
To: Stefanie Hockemeyer
Subject: FW: project charges and next steps, 41 Miles Ave.
Additional work authorization request.
From: Debra Moser [mailto dim(&tsgcoro.net]
Sent: Monday, November 09, 2015 9:44 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 like 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,
Debbie
Debra J. Moser, PG, CEG, CHG
Senior Geologist
Trinity Source Group, Inc.
119 Encinal Street
Santa Cruz, CA 95060
We have moved!
Please note our new address.
Tel: (831) 426 -5600
Fax: (831) 426 -5602
P'J'n0 U V-& % i lb y3 ,
Y'1dF ar 0'5v
Visit our website at: www.trinitysourcearoul2.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,
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 All Monitoring Wells.
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: 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.
Trinity Source Group, Inc.: CLIENT: Town of Los Gatos
By: By: -
Name: David A. Reinsma Name: Lv- . 4" .
Title: President & Principal Geologist Title: Px c l ile s f Ey''J tfovlue ( QJ v7wt c Bann., i r
Date: November 19, 2015 Date: t,7-1 31
f 15
O
ATTACHMENT