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HomeMy WebLinkAboutSobel Communications - 1st AmendmentFIRST AMENDMENT TO AGREEMENT FOR SERVICES WITH SOBEL COMMUNICATIONS WHEREAS, the City of Gilroy, a municipal corporation ( "City "), and Sobel Communications entered into that certain agreement entitled Agreement for Services with Sobel Communications, effective on August 1, 2017, hereinafter referred to as "Original Agreement "; and WHEREAS, City and Sobel Communications have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. Article 1. Term of Agreement of the Original Agreement shall be amended to read as follows: This amended agreement will become effective on December 31, 2017 and will continue in effect through June 30, 2018 unless terminated in accordance with the provisions of Article 7 of the Original Agreement. 2. Article 3. A. Services to be Performed by Consultant, Specific Services shall be amended to read as follows: CONSULTANT agrees to: Perform the services outlined in "Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone. Schedule "). 3. Article 4. Compensation of the Original Agreement shall be amended to read as follows: In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set for in the Revised Exhibit "D" ( "Payment Schedule "). In no event however shall the total compensation paid to CONSULTANT exceed $45,500.00 in consulting fees plus up to $2,000.00 for reasonable travel expenses if the City requires travel (hotel and meals) to Gilroy for in- person meeting attendance. This amount includes the Original Agreement amounts plus the additional amounts included in the First Amendment. 3. This Amendment shall be effective on December 31, 2017. 4. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 5. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. - - -- 4835 - 2267 -0361 v1 _ 1 LAC104706083 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY SOBEL COMMU TIONS ZltLi r� � [signaturt] s1211 Gabriel A. Gonzalez Brian Sobel [employee name] City Administrator [title'depaitment} Date: E' Approved as to Form City Attornev 4835- 2267 -0361 v 1 LAC104706083 name} Owner [title] Date: o� f ATTEST: Citv Clerk IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. CITY OF GILROY [signaturef Gabriel A. Gonzalez [employee name] City Administrator [title /department] Date: 3 SOBEL COMMUNICATIONS By: [signature] Brian Sobel [name] Owner [title] Date: Approved as to Form AT ST: "i t A City At me Cif `Cl`er 4835 - 2267 -03610 _2_ LAC104706083 EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Brian Sobel, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all .operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Gabriel Gonzalez, Bryce Atkins, and Rachelle Bedell shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY detenmines that CONSULTANT has completed all of the Services in accordance with the tenns of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this detennination of completion when, in its opinion, it has completed all of the Services as required by the tenns of this Agreement and, if so requested, CITY shall make this detennination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for perfonnance and completion of the Services will be as set forth in the attached Exhibit "C ". 4835 - 2267 -03610 LAC104706083 3 IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perfonn the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perfonn such Services and duties in confonnance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical infonnation provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the perfonmance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to 4835 - 2267 -03610 LAC104706083 CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the perfonmance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY'S naive or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, snaps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may ictaiii arlu use copies thcrecif subject i0 Sect!Gn V.D of this Exhli lit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are perfonned. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 4835 - 2267 -03610 LAC104706083 H. NOTICES. Notices are to be sent as follows: CITY: Gabriel A. Gonzalez City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Brian Sobel Sobel Communications 775 Brentwood Drive, Suite 203 Petaluma, CA 94954 I. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to detennine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONNSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or fonnation of this Agreement. For breach or_ violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4835 - 2267 -03610 LAC104706083 6 EXHIBIT "B" — Revised with First Amendment SCOPE OF SERVICES Crisis Communications Response Plan: Working with City of Gilroy designated staff, Consultant will develop a Crisis Communications Response Plan for the City of Gilroy. The Crisis Communication plan shall include key contact lists, media outlets, and all necessary steps to respond immediately toa crisis. In addition, a Crisis Communications Kit (one stop packet to immediately responsd to a crisis) will be prepared to include pre- written releases for a variety of situations. Public Engagement Plan: Working with designated City of Gilroy staff, Consultant will develop general media and social media alternatives and strategies to inlcude developing an umbrella program to assist in bolstering public infonnaiton activities, promoting public information office functions and activities, consulting with and advising designated individuals at the City of Gilroy, and assisting with other related public infonmation projects, plans or duties. 4835 - 2267 -0361 v1 LAC104706083 EXHIBIT "C" — Revised with First Amendment MILESTONE SCHEDULE Crisis Communications: The Crisis Communications Plan was postponed and work will be completed over a 120 day time period starting December 31, 2017 with all work product in final fonn by no later than April 305 2018 (but could be earlier) and monthly written status updates will be provided to show progress toward completion of the work program. Public Engagement Plan: The Public Engagement Plan work will continue for an addition period of up to six months with all work product in final fonn by no later than June 30, 2018 (but could be earlier) and monthly written status reports will be provided to show progress toward completion of the work program. 4835 - 2267 -03610 LAC104706083 EXHIBIT "D" — Revised with First Amendment PAYMENT SCHEDULE Crisis Communications: Consultant shall invoice the City of Gilroy bi- weekly or monthly upon completion of work up to a cap of $3,500.00. This is the same amount that was included in the Original Agreement as the Crisis Communication work was postponed. Public Engagement Plan: Consultant shall invoice the City of Gilroy monthly (@ rate of $3,500.00 per month) upon completion of work up to a cap of $21,000.00 for the period of December 31, 2017 - June 30, 2018. An additional amount of $1,000.00 is available should travel be required by the City of Gilroy to attend in- person meetings during this time period. 4845 - 8215- 5540v1 MDOLINGER104706083 dorm W M 9 Request for Taxpayer Give form to the _ C,. ,e, Identification Number and Certification requester. Do not a�V�,rn. -r the r�as� : send to the IRS. Pnteinal 7 enue Service Name as sh ." . , . .:r income tax ren;- Brian M. Sobel Business name. if ditferer:z from above CL Sobel Communications rJ c Q. Check app o , ✓ ualiscle proprietor C C a• 1J Par' _ ~ , Exempt O LimiteC Ente the tax classification "D =dsreg -d ent +ty. C= cerpera: 21J -= oartnersnrpl ► ....... ! ❑ payee O Other isee instruct,'ons ► c Address (numiner. street. and apt. or suite no.) Requester's name and address toptionah 0 775 Bay-wood Drive, Suite 203 u Cit,, s :ate. and Z;P ccae Petaluma, CA 94954 i I;Eli aj1 >I xpayer identification Number ( 1 i N) Enter your TIN in the appropriate box. The TIN providzo;:i must matci -ire name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SS'N). However. for a resident alien, sole proprietor. or disregarded entity. see the Part I instructions on page 3. For other entities. it is your employer identification number (EIN). If you do not have a number. see How to get a TIN on page 3. Note. If the account is in more than one name. see the chart on page 4 for guidelines on whose number to enter. Certification Under penalties of perjury. I certrfy that: Social security number or Employer identification number 20 2928998 1. The number shown on this form is my correct taxpayer identification number for I am waiting for a number to be issued to rne). and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions. item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends. you are not required to sign the Certification. but you must provide your correct TIN. See the instruc ns on page 4. i �,�ri l Signature of i Here I U.S. p erson 10- �. Date 11 2/1 /18 General Instructions Section references are to the Internal Revenue Code unless otherv.1ise noted. Purpose of Fora A person who is required to f ie an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report. for example. income paid to you. real estate transactions. mortgage interest you paid, acquisitior: or abandonment of secured property. cancellation of debt. or contributions you made to an DP,A. Use Form W -9 only if you are a U.S. person, (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and. when applicable. to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued). 2. Certify that you are not subject to backup withholding. or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable. you are also certifying that as a U.S. person. your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W -9 to request your TIN. you must use the requester's form if it is substantially similar to this Form W -9. Definition of a U.S. person. For federal tax purposes. you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien. • A partnership, corporation, company. or association created or oraaw -ed in the United States or under the laws of the United States. • An estate (other than a foreign estate). or • A domestic trust tas defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W -9 has not been received. a partnership is required to presume that a oartner is a foreign person. and pay the withholding tax. Therefore. if you are a U.S. person that is a partner in a partnership conducting a trade or business it the United States. provide Form W -9 to the partnership to establish your U.S. status and avoid %vithhoiding on your share of partnership income. The person who gives Form W -9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the m lowing cases: • The U.S. owner of a disregarded entity and not the entity. Ca, . No. t023'X Form W -g hRev. 10 -2007i