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Home My Public Portal About03) 4A Chamber of Commerce Discussion-r AGENDA ITEM 4.A. MANAGEMENT SERVICES DEPARTMENT MEMORANDUM DATE : Jun e 8, 2018 TO: The Ho nora b le City Counci l FROM: Bryan Cook, City Manager By : Jillian Nunez, Deputy City Clerk SUBJECT: CHAMBER OF COMMERCE DISCUSSION RECOMMENDATION: The City Counci l is requested to provide staff with direction concerning agreement with Chamber of Commerce as Council deem appropriate . BACKGROUND : 1. On Novembe r 17 , 2015 , the C ity entered into a Lease Agreement with the Temple City Chamber of Commerce (Co mmerce) (Attachment "A "); 2 . On Ju ly 5 , 20 16, th e City Counci l (Council) approved an Annual Service Agreement with t he C hamber (Attac hm en t "B"); 3. On October 17 , 201 7 , Counci l approved the First Amendment to the Annual Service Agreement with th e C hamber , with an extensio n set to expire on June 30, 2018 (Atta chme nt "C"); and 4 . On May 29 , 2 01 8 , Council directe d staff to bring an item to back regarding the Chamber's Annual Servi ce Agreement for dis cussio n. ANALYSIS : For many years, the City has contracted with th e Chamber to perform services in support of business promotio n , busin ess events and business related publ ic information . The service agreement helps to define expectatio ns and the ro le of the Chamber of Commerce . Generally, a Chambe r of Commerce represents the business comm un ity and helps to pro mote the city as a b us in ess destin ation . The f o llowing summarizes the Chamber's City Counci l June 8 , 201 8 Page 2 of 3 scope of seNices for fisca l year 2017 -18. The scope of seNices are p rov ided 1n Attachment B. A n umber of public information efforts , from regular e-blasts and soc ia l media posts to monthly publi cation of Temple City Life that promotes businesses in the community; • Continue promotion of good business relations via ribbon cuttings , welcome baskets and networking events for the business commun ity ; • Participation in discussion of economic issues important to the City and surrounding region through a number of means , e .g . business summits and reg ional partne rships ; • Field ing public information inquiries and providing resources through events like business seminars and informational fairs ; • Assisting the C ity with projects impa cti ng the business commun ity through marketing , partnership and promotions ; and • Identifying new ways to promote the Chamber as a demonstrated leader through business trips , trade missions and publi c appearance s . Per the Lease Agreement between the City and the Chamber, the Chamber is required to pay th e City $1 a month for rent. They are required to maintain all portions of the premises , make all necessary repairs du e to normal wear and tear and pay fo r all ut i lities (estimated value of lease $1,3 50 per month $16 ,200 per year based on compara b le lease space and size ). The City cu rrently pays the Chamber a total compensation amount not exceed ing $70 ,000 , unless additional compensation is approved in writing by the City Cou ncil. CITY STRATEGIC GOALS: A discuss ion of the Chamber of Commerce agreements will promote the City 's Strategic Goal of Good Governance. FISCAL IMPACT: This item does not have an impact on the Fisca l Year (FY) 2017-18 City Budget. City Council June 8 , 2018 Page 3 of 3 ATTACHMENTS: A. Lease Agreement with Temple City Chamber of Commerce B. Chambe r of Commerce Servi ce Agreement C . First Amendment to Chamber of Commerce Service Agreement l.t\ I/-I XI.l-7CJ2-I-J~I 7 vl LEASE AGREEMENT by and between THE CITY OF TEMPLE CITY and TEMPLE CITY CHAMBER OF COMMERCE Dated November 17, 2015 ATTACHMENT A LEASE AGREEMENT . . This LEASE AGREEMENT ("Lease"), dated as of December 4, 2015, is entered into by and between the CITY OF TEMPL E CITY, a charter law ci ty and mun icipal corporation (the "Land lord "), and the TEM PL E CI T Y CHAMBER OF COMMERCE , a Cal ifornia 501(c)(6) nonprofit corporation (the "Tenanf'), who agree as follows : RECITALS Th is Lease is made with refer ence to the followin g facts and circumstances, which are a part of this Lease and are agreed to be cor rect: A. Landlord is th e owner of certain real property (the "Property") lo cated in the City of Tem ple City, County of Los Angeles, State of California commonly known as 9050 Las Tunas D rive . A legal description of the Property is set forth in at1ac hed Exh ibit "A ", and depicted in the diagram atta ched as Exhibit "B". B. The Property is improve d with a one story building (th e "Build ing ") consisting of approximately one thousand fifty-six (1,056) sq uare feet of floor area. C . Tena nt wishes to Lease the Bu il ding (the "Pr emises ") and Landlord is w illing to lease the Premises to Tenant, all subject to the terms and provis io ns of this Leas e. The parties acknowledge and agree that the Building is located adjacent to a publi c parking lot owned by Landlord and occupying the Property, and that the parking lot does not constitute any portion of the Premises leased by Tenant. D. Tenant wishes to sec ure parking for its operations in the Building from parking available in Landlord's parking lot lo cated on and adjacent to the Property, and Landlord is will ing to dedicate a number of pa rking spaces to Tena nt during Tenant's normal business hours. 1. Demis e. (a) On and subject to the terms and provis ions of this Lea se, Landlo rd lea ses to Tenant and Tenant leases from Landlord the Premises . (b) In connection with Tenant's lease of the Prem ises, Landlord agrees to reserve for Tenant's excl usiv e us e, and post notices to that effect, four (4) parking spa ces in the public parking lot owned by Landlord and located on and adja ce nt to the Property . During Te nant's normal bus i ness hours of 10:00 a.m . to 5 :00 p.m ., Monday through Thu rsday , these four (4) parking spaces shall be reserved for the use of T enant and Tenant's guests, agents , employees, and invitees . Tenant agrees that Tenan t has no other right under this Lease to the public parking lot and that if Tenant desire s to use sa id parking lot for any purpose other than utilization of the four (4) parking spaces as provided in this section , Tenant shall request a permit to use the parking lot and Landlo rd shall review such request and may approve or deny such reques t in its sole and absolute d is cretion . I.I\IJ ~HIJ·7IJ2 ·1 -I MI7 I I 2. Term. The term of this Lease commences on the date hereof and continues thereafter for a period of three (3) years and, unless earlier terminated, automat ically expires on December 3, 2018, without the necessity of any notice or other action on Landlord's part. Notwithstanding the foregoing , Tenant may at its sole discretion and with sixty (60) days notice to Landlord, request and upon such request shall be granted a two (2) year extension of the Term. Such extens ion shall be immediately effect ive but the parties shall thereafter execute an amendment to this Lease memorializing such extension . No further extension beyond the three (3) year base term and two (2) year extension may be requested or .granted under this Lease, and a new agreement between the parties shall be required to effectuate any such further extension . 3. Use: Compliance with Laws . (a) The Premises must be used by Tenant as a Chamber of Commerce Building and Visitors' Center. This includes receiving visitors to the city of Temple City, hold ing meetings related to the purposes for which Tenant is incorporated , serving as a site for the dissemination of information about the City and its businesses, allowing business owners and employees in Temple City to interact on the Premises, and serving as an office for the planning and implementation of the se and similar activities. (b) Tenant and Landlord currently have a service agreement under which Tenant performs services related to public information, business promotion and assistance with City econom ic development projects . Should that service agreement be terminated by either party, Landlord may, at its sole option and in the exercise of its sole discretion, terminate this Lease prior to the end of the Term. (c) Tenant agrees that, in add ition to t he services set forth in the service agr eement and as partial consideration for Landlord's willingness to enter into this Lease at the rental amount set forth below, Tenant will make the conference room ava i lable to Temple City based community groups and residential associat ions that are not eligible for Chamber membership for the purpose of allowing those entities to hold meetings and s imilar events -following the same rules and regulations p e r the Chamber's conference room rental agreemen t . Tenant recognizes that the con ference room in the Premises is an asset to the people of the City of Temple City and that geographic location of the premises makes it attractive to ent ities wishing to hold meetings near the City's business district. In recognition of these facts and in concert with Tenant's promotion of the City and its bus inesses, Tenant agrees to work with Landlord's staff to determ ine appropriate times and conditions for the use of the Premises by the above-refere nced groups. (d) Tenant agrees that the Premise s and its use of the Premises will at all times be in strict compliance with all applicable laws, rules and regulations of all governmental authorities having jurisdiction, and Tenant, at its sole cost and expense, agrees to comply with all such laws, rules and regulations, including, without limitation, all laws, rules and regulations requiring the making of structural or extraordinary repairs or replacements to the Premise s. l.1\ II ·IX IJ-7'l2 ·1-IN 17 "I 4. Rent. As rent for th e Premises, Tenant agrees to pay to Landlord the sum of $1.00 per month. Rent is to be paid in advance by check or wire transfer. The first installment of monthly rent is due on th e date hereof and subsequent in stallments are due and payable on the same day of eac h succeed ing month ly during the term of this Lease . 5. "AS-IS" Lease. Tenant acknowledges that it ha s inspected the Prem ises and Tena nt warrants and agrees that it is thorough ly familiar with the Premises and all aspects thereof, including , without limitat ion, the physical condition of the Premises , the zoning of the Premises and all other restrictions and lim itations applicable to the Premises (whether or not of public record). Tenant acknowledges and agrees that the Premises are satisfactory to Tenant in all respects. Tenant agrees that neither Landlord nor anyone acting on Landlord's behalf has made any representation or warranty of any kind or nature whatsoever respecting the condition of the Premises, their suitability for Tenant's use, or any other matter relating to the Premises (including, but not limited to, the environmental condition of the Premises) or this Lease , and Tenant agrees that it is leasing the Premises in their "AS-IS CONDITION AND WITH ALL FAULTS". 6. Maintenance . (a) Tenant agrees that it will, at its sole cost and expense, maintain the Premises and all portions the reof , in a good, clean and safe condition and state of repair, including the making of all necessary repairs or replacements due to normal wear and tear and use of external and internal portions of the Premises. The foregoing includes, without limitat ion, Tenant's duty to provide for normal janitorial servic ing of the Premises. Tenant agrees that Tenant is solely responsible for th e security, protection and in suring of its equipment, materials and other property, and that of its employees, servants and contractors, lo cated on or about the Premises . Tenant agrees that Landlord will have no liab ility of any kind or nature respecting any loss or theft of, or damage to, any such equipment, materials or other property. (b) Landlord agrees that it will, at its sole cost and expe nse , provide for maintenance of a substantial nature required for th e upkeep of all plumbing, heating, air conditioning, ventilating, electrical and other facilities and utilities serving the Premises, and the structure of all walls, floors, cei lings, roofs, windows, doors, driveways , sidewalks , and parking lots on the Property and Property . For purposes of this Subsection 6(b), "mai ntenance of a substantial nature" shall be defined as maintenance estimated to cost more than $5,000. Tenant sha ll provide Landlord with notice of th e required maintenance and with no fewer than two (2) estimates showin g costs anticipated to exceed $5,000. Such notice shall be provided to Landlord prior to Landlord 's annua l or mid-year budget approval so that the cost of the maintenance can be included in the budget or budget revision. Should unanticipated emergency maintenance of plumbing , heating, air conditioning, ventilating , electrical or other facilities or utilities arise, Tenant may either perform th e maintenance itself and seel< 1.;\ I/4NI.l-71J.:!4--lK I 7 \'I reimbursement from Landlord or may immediately request that Landlord undertake the maintenance work to ensure continued habitability of the Premises . 7 . Insurance. Tenant agrees to keep and maintain public liability and property damage insurance respecting the Premises , naming Landlord as an additional insured, in form and amounts (not less than $1,000,000 per occurrence) and with insurers reasonably satisfactory· to Landlord . Tenant also agrees to keep and maintain a policy or policies of fire and extended cov e rage insurance, with vandalism and malicious mischief endorsements , in the name of Landlord and w ith loss payable to Landlord, to the extent of the full replacement cost of the improvements located on the Prem ises and otherwise in form and with in s urers reasonably satisfactory to Landlord . Tenant al so agrees to keep and maintain worl~er's compensation insurance coverages for its employees in the minimum amounts required by California law. All such insurance will be primary and not contributi n g with any insurance which Landlord may maintain, and the insurer providing such in s urance must agree that such in s urance will not be changed or cancelled except upon at least th irty (30) days prior written notice to Landlord . Tenant waives any and all rights of recovery against Landlord and its official s, officers, agents and employees on account of loss or damage occasioned to Tenant or its property or the property of others under its control, to the extent that such loss or damage is insured against under the fire and extended coverage policy required to be kept and maintained by Tenant under th i s Lease; and Tenant shall cause each policy required to be kept and maintained by it under this Lease to provid e that the insurer wa ives all right of recovery by way of subrogation against Landlord in connection with any damage covered by such policy . Tenant will provide Landlord with copies of the policies of such insuranc e or certificates ev idencing such insurance upon execution of this Lease and from time to time thereafter as reasonably requested by Landlord. 8 . Indemnification . In add ition to, and without limiting , Tenant's other obligations of indemnity under this Lease, Tenant agrees to indemnify, protect, defend (by counsel reasonably satisfactory to Landlord) and hold Landlord and its officials, officers, agents and employees , and each of them, harmless f rom and against all claim s, losses, liabilities, actions, judgments, costs and expense s (including reasonable attorneys' fees and costs) which they, or any of them , may suffe r or incur arising from or relating to (a) Tenant's use of the Prem ises, (b) any negligence, act or omission of Tenant, its agents, employees, contractors, guests or invitees in or about the Premises or (c) any default by Tenant under this Lease . 9. Utilities . Tenant agre es to pay, as additional rent, before delinque ncy, for all water, sewer, gas, heat , light , power, telephone service , refuse removal and all other utilities or services of any kind s upp lied to the Premises . It is agreed that Landlord is not liable for any failure or i nterruption of any uti li ty or service, and the fa il ure or interruption of any util ity or serv ice will not e nt itle Tenant to terminate this Lea se or stop making any rental or oth e r payments due under this Lease. 10 . Taxes . Tenant shall pay, as addition al rent, before delinquency all rear property ta xes a nd assessments (both general and special) levied or assessed against the ~--· --------- Premises during the term of th is Lease. Tenant sha ll promptly furnish Landlord with sa t isfactory evide nce that such taxes and assessments have been paid. If any such taxes and assessments cover any period of tim e after the expiration of the term of this Lease , Tenant's share of such taxes and ass ess ments wi ll be equitab ly prorated to cover only the period of time within the tax fi scal year this Lease is in effect. Tena nt shall also pay before delinquency all taxes levied or assessed against Tenant 's trade fi xtures , equipment and personal property located at the Premises o r elsewhere. If Tenant fails to pay any taxes or assessment s requi red to be paid by it under this Lease , Landlord , at its option , may pay the same and Tenant agrees to re imburse Land lord therefore immediately upon demand . Tenant acknow le dges th at th is Lease may create a possessory interest subject to taxation and that Tenant may be subject to payment of any and all taxes levied on that possessory interest. 11 . Alterations. Tenant agrees that it will not make any a lterations or improvements to the Building or Premises , or any portion of the Building or Premises , w ithout Landlord's prior written consent, whic h will not be unreasonably withheld; provided , that if the alterations or add it ions would affect the structural portions of the Prem ises, inc lu ding, without limitation, the exterio r or i nterior load -bearing walls, the fo undation or the roof of th e Premises, Landlord shall be under no obligation to give its consent. If Landlord consents to th e making of any alterations or improvements, Tenant agrees that such alterations or improvements will be made in st ri ct compliance with all applicable laws, rule s and regulations of all gove rnmental authorities having jurisdiction, will be performed in a good and workmanlike manner, and will be made in compliance with such other conditions , including , w ithout limitatio n , the obtaining of performance and complet ion bonds, as Landlord may requ i re in connection with the g ran ting of its consent. Tenant agrees that it will pay, when due, all claims for labor or materials furn is hed or alleged to have been furn ished to or fo r Te nant at or for us e on the Premises, which claims are or may be secured by any mechanics' or materialmen 's lien against the Premises or any interest therein. All alterations and improvements made by Tenant shall, at Landlord 's option and at Ten ant's sole cost and expense, be removed from the Premises at th e end of th e term of thi s Lease and the Premises restored to their condition prior to the making of such alt erations or improveme nts . 12 . Tenant's Property. All trade fixtures , equ ipment and personal property of Tenant located at the Premises will remain the property of Te nant during the term of th is Lease and may be removed by Tenant at any time and sha ll be removed by Tenant prior to the expiration or other term ination of the term of this Lease . Tenant, at Tenant's cos t and expense, must promptly repa ir all damage to the Premises occasioned by the removal of its trade fixtures, equipment and personal property. 13. Damage and Destruct ion . If th e Premises or any portion thereof are damaged or destroyed by any casualty (whet her or not insured), and the cost of repa iring or restoring the Premises exceeds one month 's rent or if the repairs and restorations would requ ire more th an one month to comp lete once commenced , then either Landlord or Tenant may cancel this Lease upon the giv ing of wri tt en notice to the other. Upon any cancellation of this Lease pu rsuant to the provisio ns of th is Sec tion, all p roceeds of I t\ II·IIIIJ·7'12+·1X I7 ' I insurance shall be the sole property of Landlord, and Tenant shall have no right or interest th e rein. · 15. Sublease or A ssignment. Tenant may not sublease or assign this Lease or sublet o r assign the rights to all or any part of the Premises nor permit the occupancy thereof by any other person or entity w it hout the express written consent of Landlord , which consent may be withheld in Landlord 's sole discretion. 16. Default. The occurrence of any one or more of the following shall constitute a default by Tenant: (a) Vacation or abandonment of the Premises by T enant. (b) Default of the services agreement between Landlord and Tenant referenced in section 3(b), when such default is not cured as required by that agreement. (c) Failure by Tenant to make payment of rent or any other payments required to be made by Tenant hereunder as and when due. (d) Failure by Tenant to keep and maintain any of the insurance requi red to be kept and maintained by Tenant under this Lease. (e) Suspension of Tenant's active corporate status due to f ailure to file required paperwork with the State of California or for any other reason, or loss of Tenant's tax exempt status due to failure to file required paperwork with the State of California or United States government or for any other reason . (f) Failure by Tenant to observe or perform any of the covenants or provisions of this Lease, other than as provided in subsections (b) and (c) above, when such fa ilure continues for a period of 30 days after written notice of such failure is given by Landlord to Tenant; provided, that if the nature of Tenant's failure is such that more than 30 days are reasonably required for its cure, then Tenant will not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion . 17. Remedies . If Tenant is i n default, then , in addition to all other rights and remed ies wh ic h La ndlord may have at law or in equity, Landlord has the following right s and remedies which are not exclusive but are cumulative: (a) To the extent permitted by law, Landlord can , with or without terminating th is Lease, reenter the Premises and remove all property and persons therefrom, and any such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account ofT en ant. If Landlord elects to ree nter or shall take possession of the Prem ises pursuant to legal proceedings or pursuant to any notice provided by law, and if Landlord ha s not elected to terminate this Lease, Landlord may either recover all rent as it becomes due under this Lease o r relet the Premises or any part or parts th ereof f or such 1.,\ •l ·l ~l.l-792·1--ISI71'1 term or terms and upon such provisions as Landlord may deem advisable and will have the right to make repairs to and alterations of the Prem ises . No reentry or tak ing possession of the Premises by Landlord is to be construed as an election to term inate th is Lease unless a written notice of such intention is given to Tenant by Landlord . Notwith standing any relett ing withou t termin ation by Landlord because of Tenant's default, Landl ord may at any tim e after such reletting elect to terminate this Lease because of such default. If Landlord e lects to relet the Premises without terminat ing this Lease, then rent received by Landlord th erefrom will be applied as follows: (i) First, to any indebtedness from Tenant to Landlord other than rent due fr om Tenant ; (ii) Second, to all costs and expenses, inclu ding , without limitat ion, for maintenance, repairs or alterations, incurred by Landlord in connection with reletting the Premises; and (iii) Third, to the payment of rent due and unpaid under this Lease and the residue , if any, will be held by Landlord and applied in payment of future rent as the same may become due and payable under this Lease and to any damages and other amounts which Landlord is otherwise entitled to under this Lease . Should that portion of such ren t received from such reletting during any month, which is applied to the payment of rent hereunder, be less than the rent payable hereunder during that month by Tenant , then Tenant agrees to pay such deficiency to Landlord immediately upon demand . In no event will Tenant be entitled to any excess rent received by Landlord from such reletting . (b) Landlord can terminate T ena nt's right to possession of the Premises at any tim e. No act by Landl ord other than giving written notice to Tenant will terminate this Lea se. Acts of maintenance, efforts to relet the Premises, or the appointme nt of a receive r on Landlord's initiative to protect Landlord's int eres t under this Lease shall not cons titute a termination of Tenant's right to possession. On termination , Landlord has the right to recover from Tenant: (i) The worth , at the time of the award, of the unpaid rent that had been earned at the time of te rmination of this Lea se; (ii) The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided ; (i ii ) The worth, at the tim e of the award, of the amount by which the unpa id rent for the balance of the term after the time of award exceeds the amount of the loss of re nt that Tenant proves could have been reasonably avoided ; and (iv) Any other amount, and court costs, ne cessary to compensate Landlord for all detriment proximately caused by Tenant's defa ul t. 1.,\ U-I XI.1·7 '1~.1-ISI 7 1'1 "The worth, at the time of the award," as used in (i) and (i i) of th is subsection (b), is to be computed by allowing inte rest at the maximum rate an ind ividual is perm itted by law to charge . "The worth, at the time of the award,'' as referred to in (iii) of this subsection (b), is to be computed by dis counting the amount at the d iscount rate of th e Federal Reserve Bank of San Fra ncisco at the time of the award, plus 1%. (c) Landlord can have a receiv e r appoin ted to collect rent and conduct Tenant's business . Neither the fili ng of a petition for the appointment of a receive r nor the appointment itself shall constitute an election by Landlord to terminate this Lease . (d) Without waiving the default, Land lo rd can, at its sole option, pay such su ms and/or take such actions as are necessary in Landlord's reasonable judgment in order to cure the defa ult, and all sums expended or incurred by Landlord in connection therewith, together with interest thereon at the ma ximum rate permitted by law, shall be paid by Tenant to Landlord immediately on demand. 18. Landlord Entry. La nd lord and its authorized repres entatives shall have the right upon two (2) business days' written notice to Tenant to enter all portions of the Premises for any of the following purposes : (a) to d etermine whether the Premises are in good con dition and whether Tenant is complying with its obligations under this Lease ; (b) to inspect the Premis es ; (c) in connection with Landlord 's design and construction planning re specti ng La ndlord's future use of the Pre mises ; and (d) to post notices of nonresponsibility. Notwithstanding the for egoing to the contrary, Landlord and its authorized representatives shall have the right to enter the Premises at any time , and without notice to Tenant, where an emergency s ituation necessitates such entry. No exerc ise by Landlord of its rights under this Section shall e ntitle Tenant to any damages for any injury or inconvenience occasioned th e reby or to any abatement of ren t or other amounts payable unde r this Lease. 19. Surrender of Premises. Upon the expiration or other termination of th e te rm of this Lease, Tenant agrees to surrender poss ession of th e Premises, and every party th ereof, to Landlord in good order, condition and repair, ordinary wear and tear alone excepted. "Ordinary wear and tear'' does not include any damag e or deterioration that would have been prevented by good maintenance practice or by Tenant perfo rm ing all of its obligations under this Lease. 20 . Notices . Except as otherwise provided, all notices required or permitted to be given under this Lease must be in writing and addressed to the parties at their respective notice addresses se t forth below; provided, that notices to Tenant may also be effectively given i n writing and addressed to Tenant at the Premises address. Notices must be given by personal delivery (including by commercial delivery s erv ice) or by fir st -class mail , postag e prepaid . Notices wi ll be deemed effectively given, in the case of personal d el ivery, upon receipt (o r if receipt is refused , upon attempted delivery), and in the case of mailing , three (3) days following deposit into the custody of the United States Posta l Service . The notice addresses of the parties are as follows : l t\ Y ·IN\.1-7'12 ~-IS \7 v i ·-----.. ·-·----- -·;o If to Landlord: If to Tenant: City of Temple City Attention : City Manager 9701 Las Tunas Drive Temple City, California 91780 With a copy to: Eric S. Vail, Assistant City Attorney Burke, Williams & Sorensen, LLP 2280 Market Street, Suite 300 Riverside, California 92501 -2121 Temple City Chambe r of Commerce 9050 Las Tunas Drive Temple City, California 91780 21 . Wa iver and Release of Benefits . Lessee acknowledges t hat upon expiration of the Term, including any extension thereof, or upon termination of any holdover tenancy (collectively "Expiration of Tenancy"), Lessee might be or become eligible to rece ive compensation , reimbursement, assistance, including , but not limited to, the fair market value of real and personal property, loss of goodwill, loss of profits, actual and reasonable expenses for moving a business, loss of tangible personal property a s a result of moving the business, expenses incurre d in searching for a replacement s ite for the business, expenses to reestablish the bus iness at the new site, "in-lieu paymen ts," and other such benefits (collectively "Ben efits ") under the California Relocation Assistance Act (Government Code §7260, et seq.}, Title 25 of the California Code of Regu lations, Article 1, § 19 of the California Constitution, the California Eminent Domain Law (Code of Civil Procedure §1230.01 0, et s eq.}, or other similar local , state , or federal statute , ordinance, regulat ion, rule, or decisional law (collectively "Compensatory Laws "). Lessee further a cknowledges that it has received full and fair compensation of all Ben e f its Lessee is or might be or might become entitled to recover from the City of Temple City as a result of, or in any way related to, Expiration of the Tenancy, C ity's acqui sition of the Premises , and City's occupancy and possession of the Prem ises . Therefore, being fully informed of and understanding th e acknowledgments made herein and of Lessee's rights or potential rights to Benefits under the Compensatory Laws, Lessee hereby expressly and unconditionally waives, and Releases the City from, any and all rights of Lessee to cla im, demand , sue for, or receive any Benefits which Lessee is or might be or might become entitled to recover from the City as a result of, or in any way related to, Expiration of the Tenancy, City's acquisition of the Premises , and City's occupan c y and possession of the Premises . 22. General. (a) The acceptance by Landlord of any rental or other payments du e hereunder with knowledge of the breach of any of the terms , covenants or prov isions of this Leas e by Tenant shall not be construed as a waiver of any such breach . The acceptan ce at any time or tim es by Landlord of any sum less than that wh ich is requ ired to be pa id by Ten ant LA ii·IXI.l -7'12·1-IXI 7v l shall, unless Landlord specifically agrees otherwise in writing , be deemed to have been received on ly on account of the obligation for which it is paid , and shall not be deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or containe d in any writing transmitting th e same. (b) The titl es to the sections of this Lease are for conven ience of reference only and are not a part of this Lease and shall have no effect upon th e construct ion or interpretat ion of any part of thi s Lease. Any exhibits attached to this Lease are , however, a part of this Lease. This Lease shall be governed by and construed in accordance with the laws of the State of California, without regard to any otherwise governing principles of conflicts of law. In construing th is Lease, none of the parties to it shall have any term or provision cons trued against it solely by rea son of its having drafted the same. (c) Any provision of t11is Lease th at is inva lid, ill ega l or unenforceable shall be ineffective to the extent of such invalidity, illegality or unenforceability without inval idating , diminishing or rendering unenforceable the rights and obligations of the parties under the rem aining provisions of this Lease. ~~:.-. (d) No te rm or provision of this Lease may be amended, altered, modified or waived ora lly or by a cou rse of co ndu ct, but o nly by an ins trum ent in writing signed by a duly authorized officer or representative of the party against which en forceme nt of such amendment, alteration, modification or waiver is sought. Any amendment, alteration, modification o r waiver shall be for such period and subject to such condi tions as shall be specified in the written instrument effecting the same. Any waiver shall be effective on ly in th e specific instance and for the spec ifi c purpose for which given . (e) This Lease and all exhibits attached to it constitutes the en tire agreement of th e parties with respe ct to the subject matter hereof and supersedes all prior or contemporaneous agreements (whether written or oral) with respect to that subject matter. (f) This Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which tog ether shall cons titute one and the same instrument. (g) If either party hereto brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in such action, on tria l or appeal, shall be entitled to reasonable attorneys' fees to be paid by the losing party as fixed by the court. The parties have caused this Lease to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above . LA II ·ISIJ.7'!1·1 IXI 7 v i [Notary Acknowledgement Required] [Notary A ckn owledgement Required) Attest: b~ C ity Clerk By : ~~~--~-------- Eric S. Vail City Attorney I.A f/-IKIJ-71l2-l-lX 17 v i TEMPLE CITY CHAMBER OF COMMERCE By: ------"-'----"k_cl-\-----;--- ?~er-~1 President TEMPLE CITY CHAMBER OF COMMERCE By: _...:.__!l~C- N~v,' f' \(o. W\a.i(\:. , <r D Secretary ::TY~ Bryan Cook City Manager CALIFORNIA All-PURPOSE ACKNOWLEDGMENT A notary public or other officer comp leting this certificate verifies only the identity of the individual who signe d the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Lo s Angeles on Dec. \t.f , '2..0 15 • PEGGY KUO Comm1111on 11 2089142 Nolll~ Public • California ~-z Loa Angelee County M Comm. lr11 Dec 5, 201 B Place Notary Seal Above 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 hi s/he r/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct . WITNESS my~and and official seal. Signature 'f-J~ ~ {Signature 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 Document -ptle ofTy,P<tJ...?f Qpcument : LetiS~~erJ: beAtMee.n G~ of= Temp)e, Cit~ (And ~~/6g]~.l~·nrt)'a:J:e~ a,mQ.e-r of-e Oe.ce , J&.l.2..o~5" Number of Pages: _,lw.5.L._ _____ _ Signer(s) Other Than Named Above: __~..N=../J....L.f+..L..._-______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name:------------- 0 Individual 0 Corporate Officer -Tltle(s): ______ _ 0 Partner 0 Limited 0 General 0 Attorney In Fact 0 Trustee 0 Guardian or Conservator 0 Other:--------- Signer is Representing: ____ _ Signer's Name: ____________ _ 0 Individual 0 Corporate Officer-Title(s): ______ _ 0 Partner 0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardia n or Conservator 0 Other: ________ _ Signer is Re presenting: ____ _ '-V.~~V.V.V.VV.Y.Y.~Y.Y.Y.Vv.Y~V.V.V.V.V.~V.VYV VY.v.MV.V.V.Y.VVV.V.~VV-v.~V.~Y~~V.VV.VY.Y.V.~V.Y~MY.VVV.VV.V.V.V.~V.V.VVVVV ~ ~~~ ~~~~.,. EXHIBIT "A " (Legal Descript ion of Premises) That Building located on the Parcel consisting of a portion of Sunny View Tract Land described in Parcel 3 of Document 919187,052901, portion of Lot 8 . See attached Map "Exhibit B" for further description of the Parcel. l.1\ l/.l l!Ll -7 1J~.I··I NI7v l ·I I f.,\ fl.l ~l.l -7'!1·1 -I N 17 v 1 EXHIBIT "B" (Map Di a gram) PROVIDED ON THE NEXT PAGE m >< I OJ -I ~ ATTACHMENT 8 CONSULTANT SERVICES AGREEMENT By and Between THE CITY OF TEMPLE CITY, a municipal corporation and TEMPLE CITY CHAMBER OF COMMERCE AGREEME T FOR CONSULTANT SE RVI CES 11ETW EEN THE CITY OF TEMPLE C ITY , CA LI FORNIA AN D TEMPLE CITY CHAMBER OF COMME RCE This Agreement for Consultant Services ( .. Agreement") is ente red into as of this Sth day of July, 2016 by and between the City of TEMPL E C ITY, a municipal corporati on (""City .. ) and the Temple City C ham ber of Commerce, a non-profit organization ('"Consu ltant""). C ity and Consultant are sometimes hereinafter individua lly referred to as "Party" and hereinafter coll ectively referred to as the ·'Partie s:' RECITALS A. City desires to co ntract w ith Consultant for business promotion and publi c information se rvices . B. Pursuant to the City of Temple City"s Municip a l Code. City has authority to enter into thi s Consultant Servi.ces Agreement and th e City Manager has authority to execute th is Agreement. C . The Parti es des ire to formalize the se lection of Consultant fo r perfom1 ance of those services defined and described parti cularly in Section 2 of this Agreement and desire that the terms of that performance be as partic ul arly defined and described herein . OPERATIVE PROVISIONS NOW, THEREFORE, in consi dera ti on of the mutual promises and covenants made by the Parties and conta in ed here and other cons ideration, the va lu e and adeq uacy of which are hereby acknowledged, the parties agree as follo ws: SECT IO N 1. TERM OF AGREEMENT . Subject to the provisions of Section 20 "Te rmin a tion of Agreement " of thi s Agreement, the scope of services set forth in Exhibit "A" ·'Scope of Services" shall be completed pursuant to the schedule spec ifi ed in Exhibit ··A:' Should th e sco pe of services not be com pleted purs uant to that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to Section 2 1 of thi s Agreement. The Ci ty, in its so le di scret ion, may choose not to enforce th e Defaul t provisions o f thi s Agreement and may instead a llow Consultant t o con tinue performing the scope of services until s uch services arc complete. SECTION 2. SCOPE OF SE RVI CES . Consu lt a nt agrees to perfomt th e services set forth in Ex hibit "A " "Scope of Serv ice s·· and made a pa rt of thi s Agreement. -I - ECTIO 3 . AD DITIO A L SERV IC ES. Consu lt ant shall not be compe nsa ted for any services rendered in connection wi th it s per fo rm ance o f thi s Agreemen t whi c h are in ad ditio n to or ou ts ide of th ose set fo rth in thi s Agreement or l is te d in Exhib it '·A .. "Scope of ervices:' un less such addi tional services are a uth orized in advance and in .,,,.iting by the C ity Counci l or Ci ty Manage r of City. Consultant sha ll be co m pe nsated fo r any suc h ad di ti ona l services in th e am o unt s and in th e manner agreed to b y th e C ity Co unci l or C it y Ma nage r. ECT ION ~. COMP E AT ION AND M ET HOD O F PAYMENT. (a) Subjec t to any limitatio ns set forth in this Agreement , City agrees to pay Co nsult an t the a mo unt s specitied in Exhi bit "B" .. Co mpen sati on'' and made a part of thi s Agreement. The tota l compensation. in cludi ng reimburse me nt for actua l expen ses. sha ll no t exceed seventy thousand dollars ($70,000), unless addit ional compensation is approved in wr it ing by the C ity Co uncil or City Ma nager. (b) Eac h mon th Consultan t sha ll furnish to Cit y an origin al invoice for all wo rk pe r fonned and expenses incurred du rin g th e preceding mo nth . The invoice shall de tail charges by th e following ca tego ries: labor (by s ub -ca tegory). trave l, materials, eq uipm en t. supplies, and s ub -co nsultant c o nt ract s. Sub-cons ul tant ch arges shall be d eta il ed by th e fo llowing catego ri es: lab or , trave l, ma teri a ls, equipm e nt and s upp li es . Cit y sha ll in d e pendent ly revi ew eac h in vo ice s ubmitted by the Con sult an t to dete rmin e wh eth er the wo rk per form ed and ex penses incurred a re in compliance wi th th e provision s of thi s Agreement. l n th e event that no c harges or expenses are disputed. the invo ic e shall be app roved an d pa id acco rd in g to the terms set fo rt h in subsection (c). In the even t an y charges or ex penses a rc disput ed by City. the orig ina l invoice sha ll be re turn ed by C ity to Cons ult ant for correc ti o n and resubm iss ion. (c) Excep t as to any charges for work perfom1ed or expenses incurred by Consul tan t whi c h are dis p uted by City, City wi ll use its be st e!To rt s to cause Consul tan t to be paid wi thin fo rty-five (45) days o f re ce ip t of Co ns ultant 's correct and undi s puted i nvo ice. (d) Pay m ent to Con ultan t fo r work performed pu rsuan t to this Ag reement shall not be deemed to wa i ve an y defects in wo rk perfo rmed by Cons ultant. SECT ION 5. INS PECT ION AN D FINAL ACCE PTANC E. City may ins pect and accept or reject any of Co ns ult ant 's work unde r this Agreemen t, either during perfo rm ance or when co mpl eted. City shall reject or finally accept Consu lt an t's wo rk within six ty (6 0) days after submitt ed to City. Ci ty s ha ll reject v or k by a timely wri tt en ex pl ana tion, oth e rwi se Consultan t's wo r k shal l be dee med to ha e bee n accep ted. City's acceptance shall be conclusive as to suc h work except wi th respect to laten t defects. fraud and s uc h gross mistakes as amount to frau d. Accep tance of a ny of Consultant 's work by City sha ll no t constitute a wa iver of any of the prov isions o f this Agreement including, but not limited to, sec ti ons 16 and 17, pe rt a ini ng to inde mni fica tion and insu ra nce, respcc ti\'ely. - 2 - SECTION 6. OWNERSHIP OF DOCUMENTS. All o ri gin a l maps, mo dels . d es igns, drawin gs . ph o togra ph s, s tudi es . surveys. reports, da ta, notes, co mpute r Iile s, tile s a nd oth er documents prepared , devel o ped or di scovered by Co nsulta nt in the cou rs e o f pr ov id ing a ny services purs uant to this Ag ree me nt s ha ll be co me th e so le pro pert y of C ity and may be use d , reused or o th e rwi se di s pose d of by Ci ty wi th ou t th e permi ssion of the Con s ultant. Upon completi o n, ex piration or tenninat io n o f thi s Agreement , Con sult an t s ha ll turn over to City all s uch origina l ma ps, model s . d es igns, drawin gs. ph oto gra phs , studies, s urveys, re po rt s, da ta. notes , compute r fil es , fil es and oth e r docume nt s. If an d to th e ext ent th at City utili zes for a ny purp ose no t re lated to thi s Agreement any maps, mode ls , des igns , dra win gs, photo graph s , studi es , s urveys, re port s, data , notes, computer tiles, til es o r other docum e nt s pr e pared , dev e lop ed o r di sc overed by Co ns ultant in th e course of providing any servic es purs uant to this Agreeme nt, Cons ult an t's guara nt ees and warrants re la ted to Sta nd ard of Pe rforman ce and fo und in Se cti on 9 of th is Ag ree men t sha ll not extend to s uc h use of th e maps, model s, des igns, drawings , ph otogra ph s, studies, surveys, rep o11 s, da ta. no tes, computer fi les . files or other do cum ents. SECTION 7. CONSULTANT'S BOOKS AND RECORDS. (a) Co ns ultant sha ll ma inta in any an d a ll docum ents and re co rd s demo nstrati ng or rel a tin g to Con s ultant 's perfo rmanc e of services purs uant to thi s Agree me nt. Consultan t shal l maintai n any and all led gers, books of account. invo ices. vou chers. canceled c hecks. or oth er docum e nt s or reco rds evidenc ing o r rel atin g to work. serv ice s , e xp e ndi t ures a nd d isb urseme nt s charged to C ity purs uant to th is Agreem e nt. Any and a ll s uch docum e nt s or records sha ll be ma inta in ed in a ccordance with gen e ra ll y accept ed ac co unting prin c ipl es a nd shall be s u ffi ci entl y c omplete a nd de ta il ed s o as to pem1it an ac curate ev aluati on of th e se rv ices pro ided by Cons ultan t pursuant to thi s Agreement. Any a nd a ll s uch docum e nt s o r records s hall be ma int a in ed fo r three years from th e date of exec uti on of thi s Ag ree me nt an d to the ex tent re quired by la ws re la ting to a ud its o f pub lic ag en cies an d their ex penditures. (b) An y a nd a ll records o r docum ents requ ir ed to be mai nt a in ed purs uant to thi s se cti on sha ll be made ava il ab le for in s pe cti o n, audi t and copyi ng. at any tim e dur ing reg ul a r bu sin ess hours . up o n requ est by Ci ty o r its de s ig na ted repres entative . Co pies o f s uch do c ume nt s or rec ords s ha ll be provid ed d irectly to the C it y fo r ins pection , audit and copyin g when it is prac ti ca l to do so; otherwi se , unl ess an a lte rn ati ve is m utually agreed u po n, such doc umen ts and record s s ha ll be ma de availa bl e a t Consultant 's add ress indi ca ted for rec e ipt of no tic es in this Agre ement. (c) Wh ere Cit y has reaso n to be lieve th at a ny o f the do cum e nt s or rec ord s re quired to be mainta in ed purs uant to thi s sec ti o n may be lo s t or d iscarded due to di ssoluti o n or term in ati on of Co nsul tant's bu s in ess , C it y may . by writt en req ues t. re quire th a t c ustod y o f s uch documents o r reco rd s be g ive n to th e C ity and tha t s uc h doc um ents and records be mai nt ai ned by th e req uestin g part y. Access to s uch d ocumen ts a nd re cord s s hall be g rant ed to City , as we ll as to it s s uccesso rs-in-int e res t and a ut hor ized re prese nt ati ves . -3 - SECTION 8. STAT OFCON LTA T. (a) Cons ultan t is a nd sha ll a t a ll times remain a wholly independent contracto r and not an officer, employee or agent of Ci ty. Consultant shall have no au th ori ty to bind City in a ny manner, nor to incur any obligation, debt or liability of any kind on behalf of or again t City, whether by contrac t or otherwise. un less such authority is expressly conferred under this AGRE EME Tor is otherwi se express ly conferred in \\T iling by Ci ty. (b) The personnel performi ng the serv ice s under thi s Agreement on behalf of Consultant hall at all time s be under Co nsultant's exclusive direction and control. Neither City . nor any elected or appointed boards. officers. officials, employees or agents of City. shall have contro l over the conduct of Consulta nt or any of Consu ltant 's office rs, emp loyees. or agen ts except as se t forth in this Agreement. Consu lt ant sha ll not at any time or in any manner represent that Consultant or any of Consultant's officers. employees, or agents arc in any manner officials. officers. employees or agents of City. (c) Neither Consultant. nor any of Consultant's officers, employees or agents. shall obtain any rights to retirement, health care or any other benefits which may otherwise ac crue to City's employees. Con su ltant expressly wai e any claim Consultant may ha ve to any such rights. SECT IO N 9. STAN DA RD OF PERFORM ANCE. Consultant represent s and ''arrants that it has the qualifications. exper ience and facilities nece ssary to properly perfom1 the se rvices re qui red under thi s Agreement in a thorough, competent and professional manner. Consultant sha ll at a ll time s faithfully , competently and to the best of its ability, experien ce a nd talent , perform all serv ices described herein . In meeting its obligations under thi s Agreement. Consultant shall emp loy , at a minimum. generally acce pted standard s and practices utili zed by perso ns engaged in pro iding se rvices s imil ar to those required of Consulta nt under thi s Agreeme nt. If and to the extent that City uti li zes for any purpose not related to this Agreement any maps, model s. designs. drawings, photographs , studie s. s urveys, report s . data . note s, computer fi les , file s or other document s prepared, developed or discovered by Consulta nt in the course of providing any serv ices pursuan t to this Agreement. Consultant 's guaran tee s and wanan ti es related to tandard of Performance sha ll not extend to su ch use of the maps , models, designs. drawings. photographs. studies. urveys , rep ort . data, notes , computer file s. Iiles or other document s. SECT IO N 10 . COMPLIANCE WITH AP PLICABL E LAWS ; PERMITS AN O LI CEN E . Consultant shall keep itself informed o f and comply with all app licable federal. state and local laws . s tatutes, code s. ordinances, regulati ons and ru le s in eiTect during the tem1 of thi s Agreement. Co nsultant sha ll obtain any and all licenses. permits and authorizati ons neces ary to perlom1 the ser ices se t forth in thi s Agreement. , either City. nor any elected or appoi nt ed --t - boards, officers. otliciaJs, employees or agents of City. shall be liable. at law or in equity, as a result of any failure of Consultant to com pl y with this section. SECT IO N 11. PREV AILI NG WAGE LAWS It is the understandi ng of City an d Consultant that Ca li fornia preva ilin g wage laws do no t app ly to this Agreeme nt because the Agreemen t doe s not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulat ions promulgated thereunder: Construction, a lt erat ion, demo lition , installation, or repair work perfonned o n pub li c buil dings. facilities, str eets or sewers done under contract and paid for in whole or in part out of public funds . In this context, .. const ru ction" includes work performed during the design a nd preconstruction phases of construction including, bu t not limited to , inspec tion and land s urveying work. SECTION 12. NONDI CRIM INAT IO N. Consultant shall not discriminate, in any ' ay , against any person o n th e basis of race, co lor, religious c reed, national origin, ances try, sex . age , physical handicap, medical condition or marital sta tu s in c01m ection with or related to the performance of this Agreemen t. SEC TION 13. UNAUTHO RIZED ALIENS. Consu lt a nt hereb y promises and ag rees to comp ly with all of th e prov is ion s of the Fe d era l Immi g ration and Nation a lit y Act , 8 U.S.C.A. §§ II 0 I , et seq., as amended , and in connection therewith. sha ll not empl oy unauthorized a li ens as defined therein . hould Consultant so employ suc h unauthorized aliens for the perforn1ance of"' ork and/or services covere d by this Agreeme nt, and should the any li ability or sanctions be imposed against City for such use of unauthorized al ien s, Consultant hereby agrees to and shall reimburse City for the cost of all such li abilities or sanct ions imposed, together with any an d a ll costs. including attorneys' fees, incurred by City. SECT IO N 14. CONFLICTS OF INT EREST. (a) Consu ltan t covenants th at neither it , nor any officer or pri ncipa l of its finn , ha s or sha ll acquire any interest, directly or indir ectly , which wo uld conflict in any manner with the interests of City or whi c h would in any way hinder Cons ultant 's pe r formance of services under thi s Agreement. Consultant further covenants th at in the performance of this Agreement. no person having any s uch interest shall be employed by it as an otlicer, employee. agen t or s ubcontractor witho ut the express written co nsent of the City Manage r. Consu lt a nt agrees to at a ll times avoid confl icts of int erest o r the appearance of any co nfl icts of interest with th e interests of C ity in the performa nc e of thi s Agreemen t. (b) City understands and acknow led ges that Cons ultant is. as of the date of execu tion of thi s Agreemen t, independently invo lved in the performance of non-related services for o ther governmental agenc ies and private parties. Consultant is unaware of any sla ted pos ition of City relative to such projects. Any future posi ti on of City on such projects sha ll not be considered a conflict of interest fo r purpose s of this section. -5 - (c) City understands and ack nowled ges that Consultant will. perform non-related services for other governmental age ncies and private parties following the completion of the scope of work under this Agreement. Any such future service s hall no t be considered a conflict of interest for purposes of thi s section. SECTI O IS. CONFI DE T I AL I NFO RMATION; RELEA E OF I NFORMATI ON . (a) All informat ion ga ined or work product produced by Consultan t in performance of this Agreement shall be considered confidential, unless suc h informati on is in the public doma in o r already known to Consultant. Co nsultant shall not release or di sclose any such information o r work product to perso ns or entities othe r than City wi thout prior wri tt en authorization from the Ci ty Manager, except as may be requi red by law . (b) Co nsultant , its office rs, employees, agents or subco ntractors. shall not. without prior written authorization from the Ci ty Manager or unless requested by the City Attorney of City, voluntarily provide declarations, lett ers of support, te s timon y at depositions, response to interroga tories or other infonnation co ncernin g the work performed under thi s Agreement. Re sponse to a s ubpoena o r court order sha ll not be considered "vo lunt ary" provided Cons ultant g ives City notice of s uch court order or subpoena. (c) If Co nsultant. or any officer, employee. agent or subcon tractor of Co ns ultant , provides any informa tion or work product in vio lat ion or this Ag reemen t. then City sha ll have the right to reimbursement and indemnity ti·o m Consu ltant for any damages, costs and fees, inc ludin g attorneys fees , caused by or in cu rred as a result of Co ns ultant's cond uct. (d) Consultant shall prom ptly notify City should Consultant , its office rs, employees, age nts or subcon tractors be served with a ny summons. comp laint, s ubpo e na, notice of deposition, request for documents, interrogatories , request for admiss ion s 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 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City a nd to provide City with the opportunity to r ev iew any response to discovery requests provided by Co ns ult ant. However, thi s right to review any such response does not imply or me an the right by City to control, direc t, or rewrite said response. SECT I ON 16. INDEMN I FI CATI ON . (a) Ind e mnific ation for Professional Liability. Where th e law establishes a professional standard of care for Co nsu ltant's ervices , to the fullest extent pennitted by law, Co nsu lt ant s hall indemnify, protect, defend and ho ld harmless City and any and all of its oflicials, employees and agents (''Indem nified Parties"') from and against a ny and all losses, liabilities, damages, costs and expenses, includin g attorney's fe es and costs to th e extent same are caused in \ hole or in part by any negligent or wrongful ac t, error or omissio n of Consultant, it s officers, agents emp loyees or sub-cons ultants (or any entity or individual that Consultant shall bear th e legal liability thereof) in the performance or professional services under this Agreemen t. (b) Ind em nific ation for Other than Professional Liabilitv. Other than in the perform ance of professional serv ices and to the full exten t permitted by law. Consultant shall -6 - indemnify, protect, defend and hold harmless City, and any and a ll of its employees, officials and agents from and against any liability (including liability for claims, s uits , actions, arbi tration proceedings, administrative proceedings, re gulatory proceedings, losse s, expenses or costs of any kind, whe th er actua l, alleged or threatened, including attorneys fees an d costs , cou rt costs, intere st, defense costs, 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 thi s Agreement by Consultant or by any indi vidual o r enti ty for which Consultant is legally liable , includin g but not limited to officers, agents, employees or s ub -co ntract ors of Consultant. (c) Genera l Ind emnification Provi sion s. Co nsultant agrees to obtai n exec uted indemnity Agreeme nts with provisions id entical to those set forth here in this section from eac h a nd every su b-contractor or any ot her person or en tity invol ved by, for , with or on behalf of Consultant in th e pe rformance of this Agreement. In the event Consultant fails to ob tain such indemnity ob li ga tion s from others as required here, Consultant agrees to be fully responsible according to the terms of thi s sect ion. Failure of City to monit or compliance wi th the se requirements imposes no additional obligations on City and will in no way act as a waive r of any rights hereunder. This obligation to indemnify and defen d City as set forth here is binding on the succes so rs, assigns or heirs of Consultan t and shall survive th e termination of thi s Agreement or thi s section. (d~ Limitat ion of Ind emnification . Notwithstand in g any provision of th is Section 16 [Ind emnifi ca ti o n] to the contrary , desig n profe ssio nal s are required to defend and ind e mnify the City only to the exte nt permitted by C ivil Code Section 2782.8 , which limits the li abi lit y of a design professiona l to claim s, sui ts. ac tions , arbitration proceedings, admini s trative proceedings, regulatory proceedings, lo sses. ex pen ses or costs th at arise out of, pe rt a in to , or relate to the negli gence , recklessne ss, o r wi ll ful misconduct of the design professional. The term .. design profe ss io nal;· as defined in ection 2782.8 , is limit ed to licen se d archit ects, licen sed landscape architects, registered professional engineers , professional land surveyors, and the business e ntiti es that offer suc h services in accordance with the applic ab le provisions of the Californ ia Bu s ine ss and Profess ion s Code. (e) The provi s ion s of this sec tion do not apply to cl aims occurring as a result of City's sole ne gli gence. The provi sions of thi s sec tion s hall not relea se City from liability arisi ng from gross neglige nce or wiiJful acts or omiss ion s of City or any and all of it s officia ls, employees and age nt s. SECTION 17. INSURANCE. Consultan t agre es to obtain and maintain in fu ll force and effect during th e term of thi s Agreement the insurance polici es se t forth in Exhib it ·'C" "Insurance·' and mad e a part of thi s Ag reemen t. All insu ran ce policies shall be subject to app rova l by City as to form and conten t. These requi rement s are subject to ame ndm en t or wai ver if so approved in writing by the City Man age r. Co ns ult ant agrees to provide C ity with copies of required policies upon request. -7 - SECTION 18. ASSIGNMENT. The expertise and experience or Co ns ult ant are mat eri a l considerations fo r thi s AgTeement. City has an int e rest in th e qualifica ti ons of a nd capability of the perso ns and en tit ies who wi ll fulfil l th e duties a nd obli ga tion s imp osed upon Co ns ult ant und er thi s Agreement. In recognition of th a t interest, Consulta nt shall not ass ig n o r tran sfe r th is Agreement or any portion of thi s Agree ment or the performance of any of Consu ltant's duties or o bli ga ti ons under this Ag reement wit hou t th e prior written co nse nt of the City Council. Any atte mpt ed assignme nt sha ll be ineffect i ve, null a nd void , a nd shall cons titute a mat eri al breac h of th is Agree me nt entitling City to any and all remedies at law or in equity, including sum ma ry terminati on of thi s Agreement. Cit y ac kn owledges, however, th at Consu ltant, in th e performan ce of its duties pur sua nt to thi s Ag re ement , may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Consulta nt shall ma ke every reasonable effort to maint a in the sta bility and continuity of Co nsu lt ant's staff and subcontractors, if any, assigned to perform th e services requi red under this Agreement. Cons ul ta nt shall notify Ci ty of any changes in Co nsu lt ant's staff and subcontrac tors, if any, assigned to perform the services required under th is Agreement , prior to and during any s uch performance. SECTION 20. TERMINATION OF AGREEMENT. (a) City may termin ate thi s Ag reement, with or without ca use, at any tim e by giv in g thirty (30) days written no tice of termin a ti o n to Co nsultant. fn the even t such notice is give n, Co nsu ltant sha ll cease imm ediately al l wo rk in progress. (b) Cons ultant may tenninate thi s Ag reemen t fo r cause a t any tim e upon thirty (30) days written notice of ter minatio n to City. (c) If either Consu lta nt or Cit y fail to perform any materia l obligation und er this Agreem e nt , th e n, in addition to any other remedi es, either Consultant , or City may tem1 in a te thi s Agreement immediate ly upon wr itte n notice. (d) Upon terminat ion of thi s Agree ment by ei th er Consul tant or C ity, al l prope rty belo nging exclus ive ly to Ci ty whic h is in Consultant's possession shall be return ed to City. Co nsultant shall furnish to City a final in vo ic e for work performed and ex pe nses incurred by Co nsultan t, prepared as set forth in Section 4 of this Ag ree ment. This fina l invoice shal l be revi ewed a nd paid in the same manner as se t forth in Sec ti on 4 of thi s Agree me nt. SECTION 21. DEFA ULT. In the eve nt that Consultant is in defa ult und e r th e te rm s of thi s Agree ment , th e City s hall no t have any obligation or duty to con tinu e compen sa ting Consultant for any wo rk performed atte r the date of defau lt. In s tead , the Cit y may g ive noti ce to Consu ltan t of the default and the reasons fo r the defau lt. The notice sha ll in clud e the time fr ame in whic h Co ns ult ant may cure the default. This timeframe is presumpti ve ly th irty (30) days, but may be ex ten ded. though not re du ced. if circu mstances warrant. Du rin g th e per iod of tim e th at Consu lt an t is in default, the -8 - City shall hold all invoices and shall , when th e default is cured, proceed with payment o n the invoices. In the a lternati ve, the City m ay, in its sole discretion , elect to pay some or all of the outstanding invoices during the period of default. If Consulta nt does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20. Any failure on the part of the City to g ive notice ofthe Cons ultant 's default shall not be deemed to result in a' aiver of the City's legal rights or any rights a ri s in g out of any provis ion of this Agreement. SECTION 22. EXCUSABLE DELAYS. Consultant 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 Consultant. Such causes include, but are not limited to , acts of God, acts of the public enemy, acts of federa l, s tate or local governments, acts of C ity, court orders, fires , floods , ep id emics, s trike s. embargoes, and unusually severe weather. The term and price of thi s Agreement sha ll be equ itably 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 Ci ty as public records, and which are necessary for carryi ng out the work as outlined in the Exhibit "A" .. Scope of Services,•· s hall be furnished to Cons ult ant in every reasonable way to facilitate , without undue de lay, the work to be performed under thi s Agreement. SECTION 24. NOTICE . All notices required or permitted to be given under this Agreement s hall be in writing and sha ll be personally delivered , or sent by telec opier or certifi ed mail. postage prepaid and return receipt reques ted , addressed as follows: To C it y: To Consulta nt: City of Temple City Attn: City Man ager 970 I Las Tunas Dr. Temple City, CA 91780 Temple City C hambe r of Com merce Attn : CEO/President 9050 Las Tunas Dr. Temple City, CA 91780 Notice shall be deemed effective on the date personall y delivered or transmitted by facsimile or, if mailed, three (3) days afte r depos it ofthc same in the custody o f the United States PostalService. -9 - SECTION 25. AUTHORITY TO EXECUTE. The perso n or perso ns execu ting thi s Agre ement o n be half of Consu ltant represe nt s and warrants t ha t he /she /th ey has/have the aurhorit y to so exec ute thi s Agree ment and to bi nd Consultant to th e per form a nce of its o blig ati ons hereunder. SECTION 26. ADMINISTRATI ON AND IMPLEMENTATION. Th is Ag reement s hall be admi n is tere d and executed by the Ci ty Manager or his or her d es ig na ted representa ti ve, following approval of this Agree ment by the C ity Council. The City Mana ge r s hall have the authority to iss ue interpretati ons and to make min o r amendments to thi s Ag reement o n behalf of the City so lo ng as suc h actions do not materially cha nge the Agreeme nt or make a commitment of additional funds of th e City . All other changes, mod ific ati ons, a nd a mendments s ha ll require the pri or approv a l of the Ci ty Cou nc il. SECTION 27 . BINDING EFFECT. This Agree ment s hall be bind in g upon the heirs, execu tors. administ rato rs. s ucce sso rs and ass igns of the partie s. SECTION 28. MODIFICATION OF AGREEMENT. No amendment to o r mod ification of this Agreeme nt sha ll be va lid unle ss ma de in writing and approved by th e Co nsultant a nd by the City Co un ci l. The parti es agree that thi s req uirement fo r wr itten modificat ion s cannot be waive d and th a t any attempted waiver sha ll be vo id . SECTION 29. WAIVER. Waiver by any party to this Agre eme nt of any term , co nditi o n. or covenant of thi s Agreem en t s hall not con stitute a waive r of any oth er tem1 , c ondition , or covenant. Waive r by any party of any breach of the prov is ion s or thi s Agree ment shall not constitute a waiver of any oth er provision nor a waiver of any s ub se qu e nt bre ac h or vio lati on of any pro v is ion of thi s Ag reement. Ac ceptance by City of any wo rk o r serv ice s by Consult an t sh all not constitute a waiver of any of th e provi s ion s of th is Ag reement. SECTION 30. LAW TO GOVERN; VENUE. This Agree ment s hall be interp reted , cons tru ed and gove rn e d accordi ng to the laws of th e Sta te of California. In th e eve nt of litigation be tween th e partie s, ve nue in state trial courts shall li e exc lu sive ly in the County of Los Angele s, Ca li fo rnia. In th e even t of liti ga ti on in a U.S. Di strict Court, ve nu e s hal l li e ex clu s ively in the Centra l District of Cali fornia , in Los Angeles. SECTION 31. ATTORNEY FEES, COSTS AND EXPENSES. In the eve nt liti ga ti on or o th er proceedin g is required to e nforce or interpret a ny prov isio n of th is Agreement, the pr eva ilin g party in s uc h liti ga tio n o r oth er proceed ing s ha ll be e ntitl ed to an awa rd of reasonab le attorney's fe es, cos ts and ex pen ses , in addition to any other relief to whi ch it may be en titled. -I 0- SECTION 32. ENTIRE AGREEMENT. This Agreeme nt , includ ing the a tt ached Exhibirs "A" throu gh "C", is the entire , comp le te, final and exclus ive exp ression of th e parties wi th respec t to the matters ad dre ssed therein and s up ersedes a ll other Agreements or understandings. whether oral o r writ1en , or entered into be tw een Consultant and City prior to the execution of thi s Agreement. No stateme nt s, representations or oth er Agreements , wheth er oral or writte n, mad e by any party which are not embo di ed herein sha ll be valid and bindin g. No amendmen t to thi s Agreement shall be valid and binding unle ss in wr itin g duly execu ted by th e parties or their authori ze d representati ves. SECTIO N 33. SEVERABILITY. l f any term , co ndit ion or covena nt of thi s Agreemen t is declared or det ermined by any court of competent jurisdiction to be inva lid , vo id o r unenforceable, the remai nin g provi s ions of thi s Agreement shall not be affected thereby and the Agreement shall be read and construed wit hout the invalid . voi d or unenforceab le pro vis ion(s). IN WITNESS WHEREOF, the parties hereto have executed tbi s Ag reement on tbe d a te and year first-a b ove written. ATTEST: Ci ty Cle r k APPROVED AS TO FORM By~~ Eric S. Vafi' Cit y Attorney CITY OF TEMPLE C ITY By :_::;;_ _________ _ Bryan Cook City Manager -I I - CON ULTA T NOTE: CONSULTANT'S SIGNATURES HALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIO HALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAW , ARTICLE OF INCORPORATION, OR OTHER RULE OR REGULATION APPLICABLE TO DEVELOPER'S B SINE ENTITY. - 12- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signe d the document, to which this certifica t e is attached , and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles 1 '2.01~ before me, <.hU..tru.J ~-.N~2. , tJ~'{ }?y&L.K.. '1'")____ _ , I (Jnserr Nome of Notary Public ond Title} On -1\\)\QU'Sf personally appeared~~~~~~~~~,~~~~~~~~~'~~~~~~~'~~~~~~~~~~~~~~ Place Notary Seol Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscri bed 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 entity upon behalf of which the person(s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragrap h is true and correct . Signatur ---------------------------OPnONAL----~~-------------------- Though the Information Is not required by law, it may prove valuable to persons relying on the document and co uld prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title of Type of Doc4ment : Cb~t:TJtoJT ~82.\J\c..GS Document Date : .J\J\.:'! S r 20\LO Number of Pages : _.:..:fiS~----- Si gner(s) Other Than Named Above : _.::B:::D=--=~=..:....=.:.-=----------------------~ Capacity(ies) Claimed by Signer(s) Signer's Name :------------~ 0 Individual 0 Corporate Officer -T itle(s): ______ _ 0 Partner 0 Lim ited 0 Genera l 0 Attorney In Fact 0 Trustee 0 Guard ian or Conservator 0 Other :--------~ Signer is Representing: -~--- ,...,,.__fll_ Signer's Name : _____________ _ 0 Individual 0 Corporate Officer -Ti tle(s): -------- 0 Partner 0 Limited 0 Genera l 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: ---------- Signer Is Representin g :----~ --dill- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the in dividual who signe d the docu ment, to wh ich this certificate is attached , and not the truthfulness, accuracy, or validity of that document. State of Californ ia } County of Lo s Angeles On ~~a. 14 1 Wll.O before me , JtLUA-IJ ~1)1-}e(., t-,Jb~ Pu~uc (Insert Name of Not ary Public and Ti tle) perso nally appeared ~D tl~\ ~LI t01 U'1..-.t. Gtf-E.t...-_) Pla ce Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the w ithin instrument and acknowledged to me that he/she/they execu t ed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or t h e entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. I. --------------------------OPTIONAL--------------------------- Though the information is not required by law, it may prove valuable to persons relying on the document and co uld prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title of Type of Doc ment: C.O tJ':::OL""flh:1!" ~V\1/~ f\~~s;...:n- Document Date : UL: S • 'l.ol L9 Number of Pages: _.1-=S=------- Signer(s) Other Than Named Above: __._......_'"-='=-_..:.Oh>.:;..:...:,-"'-l'---------------------- Capacity(ies) Clai med by Signer(s) Signer's Name :------------- 0 Individual 0 Corporate Officer -Title(s): ------- 0 Partner 0 Lim ited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other:--------- Signer Is Representing : ____ _ Signer's Name: _____________ _ 0 Individual 0 Corporate Officer-Tltle(s): -------- 0 Partner 0 Lim ited 0 Ge neral 0 Attorney In Fact 0 Trustee 0 Guardian or Conservator 0 Other:---------- Signer Is Rep r esenting : ____ _ J O 0 0 ·,~/; ~~~1t1Jft. a$ a a a 0.- , llf'l L ' 1111q '(lltoM ~ ~frwU ' ••.,1)1\A lOJ • '! ' 'L I \ " I(IIP /i!Tif10J t .. f\.1·': '; ~·1 ::oa ...... : ..... EX HIBIT "A" SCO PE OF SE RVI CES Co nsultant will perform the folio-. ing se rvices: TASK 1: TASK 2: TASK 3: TASK 4: Publis h th e monthly Tem pl e C ity Life newspaper, and continue online ads and e- blasts for members. Upda te th e monthly Busi ness Directory. Consu lt an t ' ill ensure that all mass mailings are published and distributed in accordanc e with restric tions of Governmen t Code Section 8900 I , Cal. Code of Regs . 1890 I , and a ny other a pplic ab le la ws and re gu la ti ons. Promote good bu siness relations within Templ e City by attending. participating in. or holding the followi ng event s or initiatives. Chamber Networking Hold q uarterly Chamber mixers for loca l businesses. Grand Openings Welcome Baskets Atte nd and promote the opening of new businesses (as needed based on new business openings in Temple City). Co ntinue the program to simu ltaneous ly welcome new bus in esses-and promote current member businesses and orga ni zat ion s-with the delivery of a welcome basket con tai nin g infom1ation and promotional it e ms . Educa tion al Seminars Ho st informationa l se min ars on subjects of interest to the business community (as ne eded based on request of members and de elopers in the community). Engage in regiona l discussion of economic is sues of importance to Ci ty and surro undin g region. Regiona l Outreach Participation in : Va ll ey Association of Chambe r Exec utives; and neig hb or in g San Gab ri e l Valley cities' cha mb e r mixers and eve nt s. Fie ld public inquiries, and provide resources to business owners. Business Liaison Co mmuni ca te wi th ex isting and prospec ti ve businesses. Provide busine ss referrals and resou rces. Business Facilitat or Exp lore lead s from entrepreneurs , bu s ine sses and deve lopers for the es tab li s hment of new businesses in TASK 5: TASK6: Temp le City; for.vard to City Manager's office for follow- up. Business Awareness So licit local businesses to join community programs in assoc iation with Ci ty initiati ves and th e Los Angeles County Sheriff's Departm e nt . Co mmunit y Inquiries Fie ld community ca ll s for avai lable resources and prog rams. Answer questions on bus ine ss opportuni tie s, investm ent opportu nities and municipa l services. Ad ise C it y and community gro up s as requ es ted . Corres pondence Provid e delegation le tters and certificates of origin upo n req ue st. Consultan t shall be the excl us iv e provider of delegation letters and certificates of origin for City an d shall not ch arge rec ipi ent s for such lette rs and certifi cates. Assist City on civic projects im pacting the bus in ess communi ty Seck new idea s a nd innovati ve ways to pro mote busi ne ss members and en hance the image of Consultant in th e commu nit y and greater San Gabriel Valle y area. Demonst rate a leadershi p role in the promo ti on of business memb ers' projects throu gh bu siness trips, trade mi ss ions and pub li c appearances . Co nsultant s hall provide Ci ty Manager wit h professiona ll y wr itten quarterly reports at least I 0 days prior to the follow in g regu larly sc heduled Cit y Co un c il me etin gs: October 18 , 20 16 ; January 17 , 20 17 · Ap ril 18 , 20 17; and Jul y 18 , 2017. The report s shall document ac ti vi ties performed by Consultant during the reportin g period us ing this Scope of Services as a reporting template. Consultant shall a lso avail a representati ve to provide a pre se ntation of report highlights a t the a for e mentioned City Co un c il meetings. Th is Scope of Serv ice in cluding tasks, wo rk products an d personnel. arc s ubje ct to change by mutual Agreement. In th e absence of mutual Agreemen t regarding th e need to change any aspec ts of performance, Consultant shall comp ly with th e Scope of Service as ind icated above. Completion of the Scope of Service shall be June 30 , 20 17 , at wh ich time thi s Agreement 1s terminated. EXHIBIT "B" COM PEN ATION Consultant sha ll be paid $5 833.33 at the beg inning of eac h month of the term of this agreement. The City will compensate Consultant for the Services performed up o n s ubmiss ion of a va lid invoice. Each invoice is to include : Line items for a ll personne l descri bing the work perfonned, the number of hours worked . a nd th e ho url y rate. Line items for a ll suppli es pro perly charged to th e Services. Line items for a ll travel properly c harged to th e e rvices. Line items for a ll equipment properly charged to th e Services. Line items for all materials properl y charged to the e rvices. Line items for all subcontractor labo r, suppli es, equipment, m a teri a ls, a nd tra vel properly charged to the Services . The total compensation for th e ervices s hall not exceed $70,000 as provided in Section 4 of this Agreement. EXHIBIT "C" I NSURANCE A. In s urance Requirement s. Consultant s hall pro vide and maintain in su rance , acceptabl e to the Cit y Man age r or City Co un sel , in fu ll force and effect throughout the tenn of thi s Agre ement. a ga in st claims for injuri es to perso ns or dama ges to property which may ari se fro m o r in con nec ti o n w ith th e pe rformanc e o f the work hereu nd er by Co nsul tant. it s age nt s, repre se nt a tiv es or e mployees. In surance is to be pl ace d wi th insurer "ith a current A.M. Be st's ratin g of no le ss than A:VII. Co nsultant sha ll pro ide th e follO\\ing scope a nd limit s of in surance: I . Minimum cope of In surance. Cove ra ge s ha ll be a t lea st as broad as: (I ) In s urance Services Ollice form Commercia l Ge neral Liability coverage (Occ urrence Fom1 CG 000 I). (2) in su rance Scr ices Oflicc form number CA 0001 (Ed. 1/87) covering A ut o mo bile Li ability. includ in g cod e I "any auto " and endorse ment CA 0025 . or equi va le nt fom1s subjec t to th e ''-'Titten approval of the Cit y. (3) Workers' Co mp e nsa ti o n in s uranc e as required by th e Lab or Co de of State of Ca lifo rnia and Empl oye r's Li ability in urance and coverin g all perso ns provid in g servi ces on behalf of th e Consultant and a ll risks to suc h person s und er thi s Agreement. (4) Profess ional li abi li ty insura nce approp ri ate to th e Co nsultant's profession. Th is coverage may be wri tt e n on a .. claim s made .. ba s is . and mu st include co cragc for con tractual liability. The profess iona l li ab il it y in surance required by thi s Agreement must be endorsed to be app licabl e to claims based upo n, arisi ng out of o r rela ted to services perfo rm ed under thi s Agree ment. The in surance mu st be ma intained for at least 3 consecuti c years fol lowi ng the com pl e ti on of Co nsultant's se rvic es or the termin ati on o f thi s Ag reement. During thi s additional 3-year pe ri od. Co nsultan t sha ll annually an d upon request o f the C ity submit written evidence of thi s continuous co verag e. 2. Minimum Limi ts of In s ura nce. Co nsult an t s hall maintain limi ts o f ins ur ance no le s tha n : (I) Genera l Liab ility: $1.0 00.00 0 general aggregate for bodily injury, personal inju ry and property damage. (2) Automob il e Liabilit y: $1,00 0 ,000 per acciden t for bodily injury and prope rt y da mage . A combined s in gle limit poli cy v. ith ag gregate limit s in an amoun t o f not le ss th an 2.000,000 shall be con idcrcd cqui alent to the sa id req uired minimum limits se t lorth above. (3) Workers' Compensation and Empl oye r's L iabi lit y: Workers ' Compensa ti on as re quired by th e La bor Code of th e St ate of Califo rni a and Employe rs L ia bility I imits of not less th an $1,000,000 per acci d e nt. (4) Professiona l Li abi li ty: $1.000,000 per occurrence. B . Other Provisions . Insurance po li cies req ui re d by thi s Agreement s hall conta in the fo ll owing provisions: I. Al l Policies. Eac h in s ura nce policy required by this Agreement sha ll be endorsed and s ta te th e cove rage s ha lJ not be s uspended. vo id ed , cancel le d by th e in s urer or e ithe r party to thi s Agreement, re duced in coverage o r in limi ts except after 3 0 d ays' pri or wri tt e n not ice by Certified mai l, re turn re ceipt requested , has been give n to City . 2 . General Liabili ty a nd Automobile Lia bility Coverages. ( 1) City. and its respective e lected and appointed officers. officials . and e mpl oyees and vo lu nteers are to be covered as add itional insureds as re spects: liabi lity a ri s in g out of activ iti es Consul tant performs; products and completed operati o ns of Consult an t ; premises owned , occupi e d o r use d by Co ns ult ant: or a utomobil es owned, leased, hired or borrowed by Cons ult an t. The coverage s ha l l contain no s pecial limitations on the scope o f p ro tect ion afforded to C ity. and th e ir respective e lected a nd appointed officers, officia ls. o r e mployees. (2) Consu lt a nt 's in s urance coverage sh a ll be prima ry insurance w ith respect to City. a nd its respecti\'e elected and appo int ed . it s officers , offic ia ls employees and vo lu nteers . Any in s urance or self ins urance main tained by City , and its respecti e e lected and appointed officers, o ffici a ls, employees or vo lunteers. s ha ll apply in excess o f. a nd not contribut e w ith , Consu lta nt 's in s urance. (3) Consultant's ins urance sha ll apply separa te ly to each in s ured aga inst ' ho m claim is m ade or s uit is brought. except w ith respect to th e li mits of the insurer's li ability. (4) Any fai lure to comply ''ith th e repo t1ing or o th e r pro is io ns o f the policies i ncluding breaches of \ arranties sha ll not a ffect coverage provided t o City, and its respecti ve e lected a nd appointed officers, officials, employees or vo lunteers. 3. Workers' Compensation and E mployer's Li a bi li ty Coverage . Unless th e City M anager o therwise agrees in w riting. the insurer s ha ll agree to wa ive all rights of subrogati on agai nst C it y, a nd it s respecti ve e le c ted and a ppoin ted oiTice rs, official s, employees and agents for losses ari s in g from work performed by Consul tan t. C. Other Requirements. Cons ulta nt agrees to d e posit with C ity, at o r before the effective date of thi s contract. cert ificates of in s w·ance necessary to satisfy C ity th a t the insurance provisions of thi s contract have been complied wit h . T he C ity Attorney may require th a t Cons ult ant furnis h Ci ty with copies of origin a l e nd o rsements effectin g coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by tha t in s u rer to bind coverage o n it s behalf. C ity reserves the ri g ht to ins pect complete, certified copies o f all required in surance policies, at an y tim e. 1. Consultant sha ll furni sh cert ificates and endorseme nt s from each s ub contractor ide nt ical to those Cons ult ant provides. 2. Any deductibl es or self-i nsured re tentions must be declared to and approved by City. At th e option of C it y, either the in s urer shall reduce or eliminate such deductibles or self-ins ured retentions as respects City o r its respective elected or a ppointed officers, officials, employees and vo lunteers or th e Consu ltant s ha ll procure a bond g uaranteein g payment of losses a nd rel ated in ve sti gations, claim admini stration, defense expenses and claims. 3. T he procuring of s uch required policy or po lici es of insurance shall no t be con strued to limit Consultant's li ability hereunder nor to fulfill the indemnification prov isio ns and requ irements of thi s Agreement. ATTACHMENT C FIRST AMENDMENT TO ANNUAL SERVICE AGREEMENT by a nd between the CITY OF TEMPLE CITY and TEMPLE CITY CHAMBER OF COMMERCE Dated Oc~ober 17 , 2017 FIRST AMENDMENT TO ANNUAL SERVIC E AGREEMENT This extens ion t o the Annual Service Agreement, which is dated October 17, 20 17 , is hereb y entered into by a nd between the C ITY OF TEM P LE CITY, a California charter ci t y ("City"), and _Templ e City Chamber of Commerce, a Cal i fornia non-profit organization. ("Consultant"), as follows: RECITALS A. City and Serv ice Provider entered in an Annual Service Agreement on July 5, 20 16 ("Agreement"). The Agreement provides that Service Provider will provide certain bu siness promotion and developm ent services within th e City. B . This First Amendment amend s Secti on I "Term of Agreement" t o extend the term for one year from Jul y 1, 2017 to J un e 30,2018. C. In extending the term, t his F irs t Amendment also ratifies the work do ne between July I, 2017 and the effective date set forth below. D. This First A m endment also amend s Section 16 of the Agreement to modify the indemnification terms so that they will comply wi th new standards required of the City by its insurers. E . This First Amendment finally amends Section 17 of the Agreement to modify certain language related to insurance to better comply with standards required of the City by its msurers. OPERATIVE PROVISIONS NOW, THER EFORE, in co ns ideration of the promises made and reci ted herein, the parties do hereby enter in to this First Amendment which modifies and amends th e Agreement as follows: AMENDMENT. The Agreement is here by modified and amended as follows: 1.1 TERM OF AGRE EMENT. Sect ion 1 of th e Agreement 1s hereby amended as foll ows: "The term of this Agreement shall be through June 30, 2018, subject to early termination as pro vided in Section 20 ·'Termination of Agreement" of this Agreement. The term may be extended by mutual agreement of the parties mem oriali zed in a written amendmen t to this Agreement." 1.2 Indemnification. Section 16 of the Agreement is hereby amended to read as follows: -2- (a) Indemnification for Professional Liability. Where the law es tablishes a professional standard of care for Service Provider's services, to the fulles t ex tent permitted by law, Service Provider shall indemnify, pr otect, defe nd and hold harmless C ity and any and all of its officia ls, employees and age nt s ("Indemnifie d Parties ") from an d against any and all liability (incl uding liab ility for claims, su its , actions, arbitration proceedings, ad mini strative proceedin gs, regulatory pro ceedings, losses, expenses or cos ts of any kind, wheth er actual, a ll eged or threatened, in cl uding attorneys' fees and costs, co urt costs, interes t, defense costs, and ex pert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Serv ice Pro vider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or sub-Service Providers of Serv ice Provider, in the performance of professional services und er this Agree ment. (b) Indemnification for Other th an Professional Liab ilit y. Other than in the performance of profess iona l services and to the full extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and age nt s from and aga in st any liability (including liabili ty for claims, sui ts, actions, arbitratio n pr oceedings , ad mini strat ive proceedings, regulatory proceedings, losses, expenses or cos ts of a ny kind , whe ther actual, alle ged or threatened, including attorneys' fees and costs, co urt costs, interest, defense costs, and expert witness fees), where the sa me arise out of, are a consequence of, or are in any way a ttrib utable to, in whole or in part, the per formance of thi s Agreement by Service Provide r o r by any individual or entity for wh ich Service Provider is legally liable, inclu ding but not limit ed to office rs, agents , employees or sub-Service Providers of Serv ice Provider. (c) Indemnifi cation from Sub-Service Pro vide rs. Service Provider agrees to obtain executed indemnity agreemen ts with provisio ns identical to tho se set forth in this section from each and every Sub-Service Pro vide r or any oth er perso n or ent ity involved by , for, with or on beha lf of Serv ice Provider in th e performance of this Agreement naming th e Indemnified Parties as addit iona l indemnitees . In th e event Serv ice Provider fails to obtain such indemnity obligations fro m others as required herein , Service Provider agrees to be fully responsible according to the terms of this section. Failure of Ci ty to monitor compliance with these requ irements imposes no additiona l obligations on C ity and will in no way act as a waiver of any rights hereu nd er. Th is ob liga ti on to indemnify and defend City as set forth herein is bi ndin g on th e successors, assigns or heirs of Service Provid er and shall su rv ive the terminati on of thi s Agreement or this section . -3- r------------------ (d) Limitation of Indemnification. Notwithstanding any provision of this section to the contrary, design professionals are required to defe nd and indemnify the City only to the extent perm itted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actio ns, arbitration proceedings, administrati ve proceedings, regu latory proceedings, losses, expenses or costs that arise out of, pertain to , or relate t o the ne g li gence, recklessness, o r willful mi sconduct of the des ign professional. The term "design professional," as defined in Section 2782.8 is limited to I icensed architec ts, licensed landscape architects , registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance w ith the applicable provisions of the California Business and Professions Code. (e) Ci ty 's Negligence. The provisions of this section do not apply to claims occurring as a result of City's sole negligence . The provisions of thi s section shall not release C ity from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents . 1.3 Insurance. Section 17 of the Agreement is h ereby a m ended as follows: Service Provider agrees to obtain a nd maintain in full force and effect during the term of thi s Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreeme nt. All insurance polici es 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. GENERAL PROVISIONS. 1.1 Remainder Unchanged . Except as specifically modified and amended in this First Amendment, the Agreement remains in full force and effect a nd binding upon the parties . 1.2 Integration . This First Amendment consists of pages I through _ inclusive , which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to a ll o r any part of the transaction discussed in this First Amendment. I .3 Effective Date. This F irst Amendment shall not become effective until the date it has been formall y approved by the City Coun cil and executed by the appropriate au thorities of the City and Service Provider. 1.4 Applicable Law. The laws of the State of California shall govern the in terpretation and enforcement of th is First Amendment. -4- 1.5 References . All re ferences to the Agreement include all their respective terms and provisions. All defined term s utili zed in this Fi rst Amendment have the same meaning as provided in the Agre e ment, unless expressly stated to the contrary in this First Amendment. IN WIT ESS WHEREOF, the parties hereto have executed this First Amendment to the Ag reeme nt o n the date and year first written above. ATTEST: Peg e~~~& 11-Y-2-01 1 Er ic S. Vail, City Attorney CITY : THE CITY OF TEMPLE CITY I3 y: _ _,~~------- Bryan Cook, City Manager -5- SERVICE PROVID ER : I dzl C-Y ~, By: ---.:...lL.~_.:::::::::::::.,__---4.--. ----- Name: ? ef--e-r (__ b 0 ·, Titl e: f'r-6\rkrttf c.e: 0 I (2"11 signature required if Corporation , In corporation o r Limit ed Liabili ty Co r poration) By \_.{)_~ Na m~,d '! f-1 .... ;e_. ~ enn T it le: B o otr cJ. c._ ho4 r 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. -6- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL COD E § 1 189 A notary public or other off icer completing this certificate verifies only the identity of th e ind ividual who signed the docu ment to which this certificate is attached, and not the truthfulness , accuracy, or validity of tha t document. State of California ) County of l~ A-tvt?tE~ ) On ~ 25 1 2ot1 before me, _ _,j.._\:.._LU____:~.;___~_v_u_n_:.._, _~ __ __.'i~J>v___:__:.:&::.....L.._l<-__ _ Date Here Insert Name and Title of the Officer pe~onal~appeared ___ ~~~~~-~--~~U~U~~~~~~-~~--~~~-~( _______ _ Name(s) of Signer(s) who proved to me on t he basis of satisfactory eviden ce 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 entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJUR Y under the laws of the State of California that the forego in g paragraph is true and correct. WITNESS rryy hand an Place Notary Seal Above ------------------------------OPTIONAL------------------------------ Though th is section is optional, completing this information ca n deter alteration of the document or fraudulent reatta chment of th is form to an unin tended document. Descript ion o f A ttached Document Tit le or Type of Doc~u,~m~e~nht·~p..ttAM!!:!.!.T.!1~~~:::r~~~~~;__.L_:_.=:!.e::~~Gt.J~.!.r ______ _ Document Date: I Signer(s) Other Than Named Above: __;:,~:__::f-..!.M~w:....=.!A-~--------------- Capa c ity(ies) C la ime d by Signe r (s) Signer's Name : ------------- 0 Corporate Officer -Ti t le(s): ______ _ 0 Partn er -0 Limited 0 General 0 Individual 0 Attorn ey in Fa ct 0 Trustee 0 Guardi an o r Conservator 0 Other:-------------- Signer Is Represe nti ng: _________ _ Sig ner's Name:------------- 0 Corporate Offic er - Title(s): ------- 0 Partne r -0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: -------------- Signer Is Representing: --------- ~!iK>~~'\oC\iCW'\iC\;i(;~1iilO!ii(."S<."!ia-~~~~1iiiiC'$0&.~1 ©201 6 National Notary Assoc iat ion • www.N ation aiNota ry.org • 1-800-US NOTARY (1 -800-876-6827) Item #5 907 ~·II c' t O Jri.1~Jq \l•loM l ~· :H):'! e'JI gnA ted • -' ( HI C> • n ottlifnrr\OJ J o~~.. i!~ ·'~ rtllold "''"J tt r •••••••v•••• -••••• CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary pub lic or other officer com pleting this certificate verifies only th e iden t ity of the in dividual who sig ned the document, t o wh ich this certi fi cate is attached, and not the truthfulness, accu racy, or val i dity of that document. State of Californ ia } Cou nty of Los Ange l es on 0 C...'\ o ~c,rz_ ? l , 1-o 1 I before me, __ ____,_P-=e-=gg:::uYc....:.K..:..:u=o .l....!. N....:..:o=ta=rv..L...!.....P =ub=li..:::...C ____ _ (Insert Name of Notary Public and Title) perso nally appeared .J U 0 '/ U-U ( £ M@ A Place Notary Seal Above who proved to me on the basis of sa tisfactory evidence to be the person(s) whose name(s) is/are subscribe d to the within ins t rumen t and acknowledged to me that he/she/they executed the same in his/her/their author ize d capacity(ies), and that by his/her/their signature(s) on th e instrument the person(s), or the enti ty upon beha l f of which the person(s) acted, exec uted the i nstrument. I cer tify under PENALTY OF PERJURY under the laws of the State of Cali f ornia that the foregoing parag raph is tru e and correc t. W ITN ESS my hand and official seal. Signature P~ {Sign ure of atary PubliC) ---------------------------OPnONAL ---------------------------- Though the information is not required by law, i t may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. D escr i ption of Attached Document Title of Type of Doc;.ume nt: C.tt&m t?trf-. 0 E= COMMC't.C.l: AG,tZ&J..A.ffiT Document Date: 0 C\ O\?J~ \1 1 1.,0 11 Num ber of Pag e s: -------- Signe r (s) Other Than Named Above: __.P--1;6.L:®f=-'-"''-'-'---'C .... A1o~ ..... :r..........,'-------------------- Capacity(ies) Claimed by Signer(s ) Signer's Name:------------- 0 Individua l 0 Corporate Officer-ntle(s): ______ _ 0 Partner 0 Limited 0 General -====~ 0 Attorney In Fact 0 Trustee 0 Guardian or Conservator 0 Other:--------- Signer is Representing: ____ _ Signer's Name:------------- 0 Individual 0 Corpora te Officer-Titie(s): -------- 0 Partner 0 Limited 0 General -====• 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other:--------- Signer is Representing: ____ _ ~ no/ ,, Ma:: • ~IIU~~., ., , ~, ~·., ":) U'tQI'l' 4 J 0 • t; \; •' ill l r •O:l •1 _,.. ~- 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 cla ims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Prov ider, its agents , represent?tives or employees. Insurance is to be placed with insurers with a current A.M . Best's rating is an ass igned policyholders ' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the follow ing "marked " requirements are applicable and Service Prov ider shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance . Coverage shall be at least as broad as : _x_ Commercial General Liab ili ty . Insurance Services Office form Commercial General Liabi li ty coverage (Occurrence Form CG 0001). _x_ Automobile Liability . Serv ice Provider shall ma intain automob ile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage fo r all activities of the Service Prov ider arising out of or in connection with work to be performed under th is Agreement, includ ing coverage for any owned , hired , non-owned or rented vehicles . _x_ Workers' Compensation . Workers' Compensation Insurance (Statutory Limits) and Employer 's Liabil ity Insurance as requ ired by the Labor Code of State of Cal ifornia covering all persons providing Services on behalf of the Service Provider and all risks to such persons under th is Agreement. Professiona l (Errors and Omiss ions) 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 ma intained for at least three (3) consecutive years following the completion of Service Prov ider's services or the termination of this Agreement. During th is add itiona l three (3) year period, Service Provider shall annually and upon request of the C ity submit wr itten evidence of this continuous coverage . Service Provider shall mainta in professional li abil ity insurance that covers the Services to be performed in connection w ith this Agreement. Any policy inception date , continuity date , o r 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 complet ion of the services requ ired by th is agreement. 1. Minimum Lim its of Insurance . Service Provider shall maintain lim its of insurance no less than : (1) Commercial General Liabi lity . $1 ,000,000 per occurrence , $2 ,000 ,000 general aggregate for bodily injury, personal injury and property damage . (2) each accident. Automobile Liab ility . No less than $1 ,000,000 comb ined single limit for (3) Workers' Compensation . Workers' Compensation as required by the Labor Code of the State of Ca lifornia of not less than $1 ,000 ,000 per occurrence and Employer's Liability Insurance with limits of at least $1,000 ,000 . (4) Profess ional Liability. $1 ,000 ,000 per cla im and i n the agg regate . B. Other Provisions . In surance polic ie s required by th is Agreement sha ll contain the fo ll owing provis ions : 1. All Policies . Each insurance pol icy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided , cancelled by the ins urer or either Party to th is Agreement , reduced in coverage or in l imits except after 30 days ' prior written notice by certified mail , return receipt requested, has been g iven to C ity. 2 . Commercial General Liability and Automobile Liability Coverages . (1) City, and its respective e lected and appo inted officers , officials , and employees and volunteers are to be covered as add itional ins ureds as respects : liabili ty arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned , occupied or used by Service Provider; or automob iles owned , leased , hired or borrowed by Service Provider. The coverage shall contain no special l imitations 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 liab ility. (3) Requ irements of specifi c coverage features or limits conta in ed in th is Section are not i ntended as a lim itation on coverage , li m its or other requirements , or a wa iver of any coverage normally provided by any insuran ce . Specific reference to a given coverage feature is for purposes of clarifi cat ion only as it pertains to a g iven issue and is not in tended by any party or insured to be all inclusive, or to the exclus ion of other coverage , or a wa iver of any type. If the Servi ce Provider ma intains 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 ava il ab le insurance proceeds in excess of the specified m inimum lim its of in surance and coverage s hall 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 lim its of insurance required herei n may be satisfied by a combination of primary and umbrella or excess i nsurance. Any umbrella or excess insurance shall conta i n 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 in surance or self-i nsurance shall be called upon to protect is as a named insured. (5) Any fa ilure to comp ly with the reporting or other prov1s1ons of the in surance po li c ies, includ ing breaches of warranties , sha ll not affect coverage prov ided to City, and its respective elected and appointed officers, officials , emp loyees or volunteers . 3 . Workers' Compensation Coverage . Unless the C ity Manager otherwise agrees in writing, the insurer shall agree to wa ive all rights of subrogation against City, and its respective e lected and appointed officers , offici als , employees and agents for losses ar isin g from work performed by Serv ice Provider. C. Ot he r Requirements . Service Prov ider agrees to depos it with City, at or before the effective date of this Agreement, cert ific ates of in su rance necessary to satisfy City that the insurance prov isions of th is contract have been complied with . The City may require that Service Provider furnish City w ith copies of original endorsements effecting coverage required by th is Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that in surer to bind coverage on its beha lf. City reserves the right to in spect complete , certified copies of all requ ired in surance pol ici es , at any time . 1. Service Provider shall furnish certificates and endorsements from each subService Prov id er identical to those Service Prov ider 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 , officia ls , employees and volunteers or the Servic e Prov id e r shall procure a bond guaranteeing payment of losses and related inve stigations , claim admin istrat ion , defense expenses and claims . 3. The procuring of such required policy or polic ies of insurance sha ll not be construed to limit Service Prov ider's li ability hereunder nor to ful fill the in demn ifi cat ion provisions and requirements of this Agreemen t.