HomeMy Public PortalAboutAgreement_2018-06-22_Brian Day_Communications ConsultantAGREEMENT COVER SHEET Iq - DU3
Type of Contract
❑`Consultant Services ❑ Professional Services ❑ Public Works ❑ Other:
Meeting Date of Approval (only if Applicable)
Date
Contact Information
Name of Company:
Address:
Contact Person:
Phone Number:
Email:
Scope (Type of Project)
Term of Contract
JuuG 22 1 ZoIS
Beginning Date
Contract Reviewed By
❑ City Manager ❑ Department Director
❑ Administrative Services Director
Insurance
City Attorney
❑ Other:
Contract Completion Date
❑ No Changes to the Template
F1 Additional Insured Endorsement ❑Cancellation Provision ❑General/Auto/Workman Comp.
Expiration Date:
Date
Notes:
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
�l
BRIAN DAY
RtV N4838-6958-3880 v3
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
BRIAN DAY
This Agreement for Services ("Agreement") is entered into as of this day of
June 22, 2018 by'and between the# City of Temple City, a municipal corporation ("City")
and Brian Day, a communications consultant ("Service Provider"). City and Service
Provider are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties"
RECITALS
A. City has sought the performance of the services defined and 'described
particularly in Section 2 of this Agreement.
B. Service Provider was selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute this
t1y1 GCI I lel IL.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual, promises and covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
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Agreement, the Term of this Agreement is until June 30, 2019 commencing on the date
first ascribed above.
SECTION 2. SCOPE OF SERVICES &SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this Agreement.
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Agreement and may instead allow Service Provider to continue performing the Services.
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4838-6958-3880 v3
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
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SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part
of this Anreemant by this reference- The tntal cmmnansation_ inclurlinn reimhursement
for actual expenses, shall not exceed fifteen thousand dollars ($15,000), unless
additional compensation is approved in writing in accordance with Section 26
"Administration and Implementation" or Section 28 "Amendment" of this Agreement.
(b) Every month, Service Provider shall furnish to City an original invoice for
all work performed and expenses incurred during the preceding month. The invoice
shall detail charges by the following categories: labor (by sub -category), travel,
materials, equipment, supplies, and subcontractor contracts. Subcontractor charges
shall be detailed by the following categories: labor, travel, materials, equipment and
supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment
of labor on an hourly basis (as opposed to labor and materials being paid as a lump
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performed and the amount of time incurred for or allocated to that task. City shall
independently review each invoice submitted by the Service Provider to determine
whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed,
the invnice shall ha annrnved and nnid accnrdinn to the terms set forth in suhsection (cl.
In the event any charges or expenses are disputed by City, the original invoice shall be
returned by City to Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
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Acceptance of any of Service Provider's work by City shall not constitute a waiver of any
of the provisions of this Agreement including, but not limited to, Section 16
'Indemnification" and Section 17 "Insurance
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
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discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Service Provider. Upon
completion, expiration or termination of this Agreement, Service Provider shall turn over
to City Al such nrininA mans; mndels, desinns, drawin(ls, nhntonranhs, studies;
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of
this Agreement shall not extend to such use of the maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
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generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be maintained
for three (3) years from the date of execution of this Agreement and to the extent
renuired by laws relatinn to audits of nuhlir anencies and their exnanditures-
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies of
such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
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documents and records shall be granted to City, as well as to its successorsinimerest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
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kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Servira Pmvidar shall nt Al timers ha undar Sarvira Prnvider's axrlusiva diractinn and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall at
Al timers faithfully.rmm�atantly and to tha hast of its nhility. axnarianra and talant_
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
SECTION 10, COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES,
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
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38-69583880 v3
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
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Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases of
oonstrurtinn inclurlinn; but not limitPrt tn. insnectinn and lana sun/Pvinn work_
SECTION 12. NONDISCRIMINATION,
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, age, physical
handicap, medical condition or marital status in connection with or related to the
performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et sec., as
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therein. Should Service Provider so employ such unauthorized aliens for the
performance of the Services, and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens, Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabilities or sanctions imposed, together with
snv and all costs innlurling attnmPvs' fPP.R; incurred by City_
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the performance
of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the express written consent of the City
Manager, Service Provider agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of
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(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non-
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on surh nrniPcts shall not hp nonSidPred a nonflint of intPreGt fnr nurnnsPs of this
section.
RIV N4838-6958-3880 Vi
(c) City understands and acknowledges that Service Provider will, perform
non -related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF
IivFvlRiv'1AT13PI.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider, Service
Provider shall not release or disclose any such information or work product to persons
nr entitias nthar than City withmit nrinr writtan stithnri7atinn frnm tha City Mananer,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order
orsubpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this
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Provider for any damages, costs and fees, including attorneys fees, caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors be served with any summons, complaint,
suhnnena, notice of dennsitinn, renuest fnr dnnuments, interronatnries, request fnr
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Service Provider or be present at any deposition, hearing
or similar proceeding. Service Provider agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided
by Service Provider. However, this right to review any such response does not imply or
mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
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permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
cnsts of snv kind; whathar actual, alleged nr threatenad, includinn attnrnevs fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
RIV 44838-695&3880v3
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or sub-contractors of Service Provider, in the performance of professional
services under this Agreement.
(b) Indemnification for Other than Professional Liability Other than in the
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Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
thraatanPrl; innludino attnrnevs fags and r:nsts, nnurt costs, intarast, rlafansa nnsts, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider or by any individual or entity for which Service Provider is legally liable,
including but not limited to officers, agents, employees or sub-contractors of Service
Provider.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this
section from each and every subcontractor or any other person or entity involved by, for,
with or on behalf of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemnities. In the event Service Provider fails to
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agrees to be fully responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth herein is binding on the successors, assigns or heirs of
Service Prnvirler and shall survive the termination of thio Anreemant or this sartinn_
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
l UUC.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 17,
INSURANCE.
RIV 84 83 8-695 8-3 8 8 0 v3
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager, Service Provider agrees to provide City with
copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
under this Aoreement. In recnnnitinn of that intarast_ SPrvica Prnvirler shall not assinn or
transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to Section
20 "Termination of Agreement." City acknowledges, however, that Service Provider, in
the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19, CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
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Services, Service Provider shall notify City of any changes in Service Provider's staff
and sub-contractors, if any, assigned to perform the Services prior to and during any
such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event such
notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(G) if CILIICI JCIVIUV f IUViucl OI iity fail L6 NeIIUIIIi airyiiiaL@riai uviiyaLIUIl
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City_ Service Provider shall furnish to City a final invnice fnr work nerrnrmed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21. DEFAULT.
RIV �I4838-6958-3880 v3
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
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City shall hold all invoices and shall, when the default is cured, proceed with payment
on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Sertinn gn "Terminntinn of AnrPPmant_" Anv failure on the nnrt of the City to nive
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The
term and price of this Agreement shall be equitably adjusted for any delays due to such
Causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services Shall he furnished to Service Provider in Pvary reasnnahle wav to fnrilitntP,
without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
1 Glliple vlty, CA 51100
To Service Provider: Brian Day
ADDRESS ON FILE
RIV N4838-6958-3880 v3
Notice shall be deemed
effective
on the date personally delivered
or transmitted
by facsimile or, if mailed, three
(3) days
after deposit of the same in the
custody of the
United States Postal Service,
laws of the State of California. In the event
of litigation between the
Parties, venue in
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
I Vp1t:JCIIW Glld W[IIIQIILD incl IICIJIIGILIICy IIQJIIIGVC LII(' QULIIVIILy LU JV CAVLl .ILC LIIIS
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or hp.r dasinnntp.d ranrP.q .ntativa- The Citv Mananp.r shall have thp. authnrity to issua
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT,
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
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have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Temple City Municipal Code. All other
amendments shall be approved by the City Council, The Parties agree that the
renudrement for written mndifim;tinns cannnt he waived and that anv attemntPrl waiver
shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, conon, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30.
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LAW TO GOVERN; VENUE.
This Agreement
shall be interpreted,
construed and
governed
according to the
laws of the State of California. In the event
of litigation between the
Parties, venue in
state trial courts shall
lie exclusively in the
County of Los
Angeles,
California. In the
event of litinatinn in s
U.S. District Court_
venue shall lip.
axrinsiveiv in thp. ('antral
District of California, in
Los Angeles.
958-3880 v3
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 32, ENTIRE AGREEMENT,
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral or
VVliuoflI iI IdUV Uy dIly rdiiy VVI IIUI d1C IIUL CIIIUUUICU IICI CIII blidlf Ue VGIIU cl11U Ulf/Uifly,
SECTION 33, SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
nrnvisinns of this Aoreement shall not he affected therehv and the Agreement shall he
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first-above written.
RIV M4838-6958-3880 v3
Peggy Kuo
C itv Clark
APPROVED AS TO F RM
Eric S. Vail
City Attorney
CITY OF TEMPLE CITY
Bryan Cook
City Manager
SERVICE PROVIDER
Brian Dav
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 PROVIDER'S BUSINESS
ENTITY.
PLEASE SEE THE ATTACHMENT
RIV N4838-6958-3880 v3
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 4�5 A,rhe45
On 6/2S/aoi8 before me,
Date Here Insert Name and Title of the Officer
personally appeared
rSN
Signer(,sy
who proved to me on the basis of satisfactory evidence to be the person(sj�whose name(s�s/are'
subscribed to the within instrument and acknowledged to me that he/sWthey executed the same in
hist/tlir authorized capacity(ias'f, and that by his/herAherrr signature(aj'on the instrument the person(sr
or the entity upon behalf of which the person(sracted, executed the instrument.
3ti�� RAh11N NIIRAGE
COMM. #2111683 z
0;^irs ' Notary Public • California o
z m00% Los Angeles County
Comm. Fxpires May 15, 2019
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature � �
Signature of No aryPublic
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: A=y�rc�
M
Document Date:
Signer(s) Other Than Named Above:
Capacity(les) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
n nthar6
Signer Is
Representing:
�✓r
Number of Pages:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
n nth r•
Signer Is Representing:
EXHIBIT "A"
SCOPE OF SERVICES
Service Provider will perform the following Services:
On-call advisory services including but not limited to the following: writing,
eiaitiiiy diiu N1OD116ad1iig Of iity w1iiiiiiaiiivaiiuii51 Including Publications, aNGcul6a diid
Web content; communications auditing of existing content and distribution channels;
strategic planning; community outreach; emergency/crisis response support; and media
training.
Al services will be provided on a project -by project basis, with scope,
timelines and deliverables agreed upon in writing by both parties.
RIV N4838-fi9583880 v3
EXHIBIT "B"
COMPENSATION
Service Provider shall use the following rates of pay in the performance of the
Services:
All se[rvices shall be completed at a cost of $60/hr., with a cumulative total
not to exceed $15,000 by June 30, 2019. These costs shall include all out-of-pocket and
reimbursable expenses, i.e.:
• Costs of copying, printing, reproduction and sales tax.
• Costs of long distance telephone, telecommunications, data communications,
facsimile, and postage and delivery services.
Subconsultant or professional services (when necessary) to complete work
items described in Exhibit "A".
Travel expenses, including airfare, parking and mileage (at the IRS mileage
reimbursement rate).
• Fees related to business licenses and insurance documents, as required by
this Agreement.
The City will compensate Service Provider for services provided under Exhibit "A"
upon submission of a valid invoice. Each invoice is to include: line items for all
personnel describing the work performed, the number of hours worked, and the hourly
rate; and individual line items for all supplies, travel, equipment, material and
subcontractor costs necessary to complete said services.
RN tl4838-6958-3880 v3
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
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agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A:VII.
Service Provider shall provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as:
(1) Commercial General Liabilitv. Insurance Services Office
form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and
endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers' Compensation. Workers' Compensation 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.
(4) Professional Liabilitv. Professional liability insurance
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"claims made" basis, and must include coverage for contractual liability. The
professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon, arising out of or related to Services performed under
this Agreement. The insurance must be maintained for at least three (3) consecutive
vaars followinn the cmmnlatinn of Sarvir.P Provider's carviras or the termination of thic
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.
2. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability,
$1,000,000 general
aggregate for bodily injury, personal injury and property damage.
RIV N4838-6958-3880 v3
(2) Automobile. $1,000,000 per accident for bodily injury and
property damage. A combined single limit policy with aggregate limits in an amount of
not less than $2,000,000 shall be considered equivalent to the said required minimum
limits set forth above.
(3) Workers' COmEU"Satlon Workers' Compensation as
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occurrence.
(4) Professional Liability. $1,000,000 per occurrence.
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
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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
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(2) Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
Citv, and its rasnartiva alar.tad and nnnointad nffirars, offirials P.mnlovppm or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
(3) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is broughtexcept with respect to the limits
of the insurer's liability. ,
(4) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
RTV 4
4838-6958-3880 v3
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
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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 renuire that Service PrnvirlPr ftirnieh Citv with cnnies of nrininal endnrcements
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 subcontractor 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
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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 he construed to limit SP.rVICe. Prnvider:s 11FINlltV hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
RN V14838-6958-3880 v3