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HomeMy WebLinkAboutAgreement - SDI Presence, LLC - Interim IT Manager Services; 2nd Amendment - Signed 2023-06-29 -1- 4845-8215-5540v1 MDOLINGER\04706083 SECOND AMENDMENT TO THE AGREEMENT FOR SERVICES WHEREAS, the City of Gilroy, a municipal corporation (“City”), and SDI Presence LLC entered into that certain agreement entitled Agreement for Services, effective on December 6, 2022, hereinafter referred to as “Original Agreement”; and WHEREAS, City and SDI Presence LLC 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. The first paragraph of Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows: "This Amendment will become effective on December 6, 2022 and continue in effect through October 31, 2023 unless terminated in accordance with the provisions of Article 7 of this Agreement." 2. Article 4, Section A (Consideration) 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 Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $309,000.00. 2. 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. 3. 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. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. DocuSign Envelope ID: DE94EE7F-EFB8-4E35-8B46-27892892FCEDDocuSign Envelope ID: 770A1A71-9550-4ED5-BD69-9B5371FEC717DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 -2- 4845-8215-5540v1 MDOLINGER\04706083 CITY OF GILROY By: By: [signature] [signature] Jimmy Forbis Sharee Wolff [employee name] [name] City Administrator Chief Financial Officer [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: DE94EE7F-EFB8-4E35-8B46-27892892FCED 6/12/2023 LeeAnn McPhillips, behalf of DocuSign Envelope ID: 770A1A71-9550-4ED5-BD69-9B5371FEC717DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 6/29/2023 -1- 4845-8215-5540v1 MDOLINGER\04706083 FIRST AMENDMENT TO THE AGREEMENT FOR SERVICES WHEREAS, the City of Gilroy, a municipal corporation (City ), and SDI Presence LLC entered into that certain agreement entitled Agreement for Services, effective on December 6, 2022, hereinafter referred to as Original Agreement ; and WHEREAS, City and SDI Presence LLC 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 4, Section A (Consideration) 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 Exhibit D (Payment Schedule ). In no event however shall the total compensation paid to CONTRACTOR exceed $189,000.00. 2. 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. 3. 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. 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 By: By: [signature] [signature] Jimmy Forbis Sharee Wolff [employee name] [name] City Administrator Chief Financial Officer [title/department] [title] Date: Date: Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 23ADS1116* DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE LOCKTON COMPANIES 500 West Monroe, Suite 3400 CHICAGO IL 60661 (312) 669-6900 SDI Presence LLC 200 E. Randolph St Ste 3550 Chicago IL 60601 The Charter Oak Fire Insurance Company 25615 The Phoenix Insurance Company 25623 The Travelers Indemnity Company of Connecticut 25682 Travelers Property Casualty Company of America 25674 --- SEE ATTACHMENT --- X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X 10,000 25,000,000 25,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Professional Liability/Technology E&O/ Cyber 40M each claim & aggregate limit, $250,000 deductible A 810-0S724577-23-I3-G 6/1/2023 6/1/2024 B H-630-0S724669-PHX-23 6/1/2023 6/1/2024 D SEE ATTACHED 12/1/2022 12/1/2023 C CUP-0S724762-23-I3 6/1/2023 6/1/2024 E UB-0S724412-23-I3-G 6/1/2023 6/1/2024 12/1/2023 1427688 Y N N N N N N 6/27/2023 N N 19682162 19682162 XXXXXXX City of Gilroy its officers, officials and employees 7351 Rosanna Street Gilroy CA 95020 RE: IT consulting and project services. The City, its officers, and employees are included as additional insured as required by written contract with respect to General Liability per the terms and conditions of the policy. X X See Attachments DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 City of Gilroy its officers, officials and employees To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 19682162. Email: Chicagoedelivery@lockton.com Phone: 866-297-8023 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 500 W. Monroe Street, Suite 3400 Chicago, IL 60661 Attachment Code: D563661 Master ID: 1427688, Certificate ID: 19682162 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 SDI Presence LLC Professional Liability / Technology E&O / Cyber Liability Policy Number Policy Period Insurer Limits ZPL-91N34346-22-I3 12/1/2022-12/1/2023 Travelers Property Casualty Co of America Policy Aggregate $10M MPXE249273 12/1/2022-12/1/2023 Great American Fidelity Insurance Co. $5M part of $10M xs $10M EOL-238994 12/1/2022-12/1/2023 Crum & Forster Specialty Insurance Company $5M part of $10M xs $10M USF01012922 12/1/2022-12/1/2023 Allianz Underwriters Insurance Company $10M xs $20M EKI3456618 12/1/2022-12/1/2023 Scottsdale Indemnity Company $5M xs $30M MTE9040362 03 12/1/2022-12/1/2023 Indian Harbor Insurance Company $5M xs $35M Attachment Code: D590430 Master ID: 1427688, Certificate ID: 19682162 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203 DocuSign Envelope ID: 8C6EC758-127A-4B71-8DD7-004C3401E203