HomeMy Public PortalAboutAgreement_2018-07-01_Red 88 MediaSECOND AMENDMENT TO
AGREEMENT FOR SERVICES
by and between the
CITY OF TEMPLE CITY
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SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This Second Amendment to Agreement for Services ("First Amendment"), dated July 1,
2018, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter
city ("City"), and Red 88 Media, a LLC/ a Sole Proprietor ("Service Provider"), as follows:
RECITALS
A. City and Service Provider entered in an Agreement for Services on June 8, 2016
("Agreement"). The Agreement provides that Service Provider will record City Council
meetings, build on -air graphics, run live YouTube stream, archive each meeting on
hosted webpage, provide user interface with organized agenda items, schedule meetings
on TCTV3 (YouTube) and maintain the City's bulletin board twice a month.
B. A First Amendment to the Agreement was entered into on June 8, 2016 ("First
Amendment"). The First Amendment amends Section 1 "Term of Agreement" to extend
the Agreement for one year through June 30, 2018, with the option to extend by mutual
agreement of the parties, in writing, for an additional period of two year; amended the
total compensation to not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS
($35,010); amended Section 16 of the Agreement to modify the indemnification terms so
that they will comply with new standards required of the City by its insurers; and finally
amended Section 17 of the Agreement to modify certain language related to insurance to
better comply with standards required of the City by its insurers.
C. This Second Amendment renews the City's agreement with Consultant for services for
one year (July 1, 2018 to June 30, 2019) with a total compensation to not exceed.
THIRTY FIVE THOUSAND AND TEN DOLLARS ($35,010).
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this First Amendment which modifies and amends the Agreement as
follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 TERM OF AGREEMENT. Section 1 of the Agreement is hereby
amended as follows:
"The term of this Agreement shall be for one year from July 1, 2018 to
June 30, 2019. Subject to the provisions of Section 20 "Termination of
Agreement" of this Agreement, the scope of services set forth in Exhibit
"A" "Scope of Services" shall be completed pursuant to the schedule
specified in Exhibit "A." Should the scope of services not be completed
pursuant to that schedule, the Consultant shall be deemed to be in Default
of this Agreement pursuant to Section 21 of this Agreement. The City, in
its sole discretion, may choose not to enforce the Default provisions of this
-2-
Agreement and may instead allow Consultant to continue performing the
scope of services until such services are complete."
1.2 COMPENSATION AND METHOD OF PAYMENT. Second sentence
of Section 4, subparagraph (a) of the agreement is amended to read as
follows: The total compensation, including reimbursement for actual
expenses, shall not exceed THIRTY FIVE THOUSAND AND TEN
DOLLARS ($35,010), unless additional compensation is approved in
writing in accordance with Section 26 "Administration and
Implementation' or Section 28 "Amendment" of this Agreement.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this Second Amendment, the Agreement remains in full force and effect and binding upon the
parties.
2.2 Integration. This Second Amendment consists of pages 1 through 9
inclusive, which constitute the entire understanding and agreement of the parties and supersedes
all negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this Second Amendment.
2.3 Effective Date. This Second Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Second Amendment.
2.5 References. All references to the Agreement include all their respective
teens and provisions. All defined terms utilized in this Second Amendment have the same
meaning as provided in the Agreement, unless expressly stated to the contrary in this Second
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
the Agreement on the date and year first written above.
CITY:
THE CITY OF TEMPLE CITY
By:
Bryan Cook, City Manager
-3-
APPROVED AS TO FO
Eric S. Vail, City Attorney
ATTEST:
Peggy Kuo, City Clerk '3
SERVICE PROVIDER:
Name: Travis G
Company: Red 88 Media
Its: President, CEO
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
State of California
County of Los Angeles
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On 1 before me,
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(Insert Name of Notary Public and Title)
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personally appeared
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who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the
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entity upon behalf of which the person(s) acted,
Notary Public • California
executed the instrument.
Los Angeles County
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certify under PENALTY OF PERJURY under the laws of
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the State of California that the foregoing paragraph is
true and correct.
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Signature
Place Notary Seal Above
(Si nature of Notary Public)
OPTIONAL
Though the information is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Doc ment
Title of Type of Document: �m46ir - ga P 1X114
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s):
❑ Partner ❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s)
❑ Partner ❑ Limited ❑
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
General
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the Services by Service Provider, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders'
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall provide the
following scope and limits of insurance:
Minimum Scope of Insurance. Coverage shall be at least as broad as:
x Commercial General Liability. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
x Automobile Liability. Service Provider shall maintain automobile insurance at least as board as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for all
activities of the Service Provider arising out of or in connection with work to be performed
under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles.
_x Workers' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's
Liability Insurance as required by the Labor Code of State of California covering all persons
providing Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to
the Service Provider's profession. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The insurance must be maintained for at
least three (3) consecutive years following the completion of Service Provider's services or the
termination of this Agreement. During this additional three (3) year period, Service Provider
shall annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy inception date, continuity date, or
retroactive date must be before the effective date of this agreement and Service Provider
agrees to maintain continuous coverage through a period of no less than three years after
completion of the services required by this agreement.
Minimum Limits of Insurance. Service Provider shall maintain limits of insurance
no less than:
(1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000
general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1,000,000 combined single limit for
each accident.
(3) Workers' Compensation. Workers' Compensation as required by the
Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's
Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be endorsed
and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail,
return receipt requested, has been given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers, officials, and
employees and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Service Provider performs; products and completed operations of Service Provider;
premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or
borrowed by Service Provider. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(2) Service Provider's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(3) Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any
coverage normally provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Service
Provider maintains higher limits than the minimums shown above, the Agency requires and shall be
entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by the Service Provider shall be primary and any
insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The
limits of insurance required herein may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit
of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a
named insured.
(5) Any failure to comply with the reporting or other provisions of the
insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of subrogation against City, and its respective
elected and appointed officers, officials, employees and agents for losses arising from work
performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or before the
effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The
certificates and endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. City reserves the right to inspect complete, certified copies of all required
insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each
SubService Provider identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.