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HomeMy Public PortalAboutAgreement_ 2019-07-01 to 2020-06-30_Red 88 Media_3rd Amendment_18-044CAGREEMENT COVER SHEET 1� _ 0440 AGREEMENT 11 (VY-il ) Type of Contract ❑ Consultant Services Professional Services Public Works Other: Meeting Date of Approval (Only If Applicable) a/lA� Z1 i Zola Date Contact Information Name of Company: 'RD a$ M�1� Address: (000 {�41ZILQ,v�e 111E MoVfZu A , QA CtINIP Contact Person: 17*Vls CIRN Phone Number: Email: Scope (Type of Project) � IDEo mp onwCnoo i[F Ctrl COJWl I t. M tents b s MCEntJGJ VIS Term of Contract JUS I , 2Z 19 Ju ;o, zoo Beginning Date Contract Completion Date Total Contract Amount Notes: ;5,1010. 01D Dollar Amount Contract Reviewed By ❑ City Manager F-] Department Director City Attorney No Changes to the Template ❑ Administrative Services Director Other: Insurance ❑ Additional Insured Endorsement Cancellation Provision General/Auto/Workman Comp. THIRD AMENDMENT TO AGREEMENT FOR SERVICES by and between the CITY OF TEMPLE CITY and THIRD AMENDMENT TO AGREEMENT FOR SERVICES This Third Amendment to Agreement for Services, dated July 1, 2019, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and Red 88 Media, a LLC/ a Sole Proprietor ("Service Provider"), as follows: RECITALS A. City and Service Provider entered in an Agreement for Services on June 8, 2016 ("Agreement"). The Agreement provides that Service Provider will record City Council meetings, build on -air graphics, run live YouTube stream, archive each meeting on hosted webpage, provide user interface with organized agenda items, schedule meetings on TCTV3 (YouTube) and maintain the City's bulletin board twice a month. 13. A First Amendment to the Agreement was entered into on May 2, 2017 ("First Amendment"). The First Amendment amends Section 1 "Term of Agreement" to extend the Agreement for one year through June 30, 2018, with the option to extend by mutual agreement of the parties, in writing, for an additional period of two year; amended the total compensation to not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS ($35,010); amended Section 16 of the Agreement to modify the indemnification terms so that they will comply with new standards required of the City by its insurers; and finally amended Section 17 of the Agreement to modify certain language related to insurance to better comply with standards required of the City by its insurers. C. This Second Amendment renews the City's agreement with Consultant for services for one year (July 1, 2018 to June 30, 2019) with a total compensation to not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS ($35,010). D. This Third Amendment renews the City's agreement with Consultant for services for one year (July 1, 2019 to June 3Q 2020) with a total compensation to not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS ($35,010). OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this Third Amendment which modifies and amends the Agreement as follows: 1. AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 TERM OF AGREEMENT. Section 1 of the Agreement is hereby amended as follows: "The term of this Agreement shall be for one year from July 1, 2019 to June 30, 2020. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to the schedule specified in Exhibit "A." Should the scope of services not be completed -2- pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Consultant to continue performing the scope of services until such services are complete." 1.2 COMPENSATION AND METHOD OF PAYMENT. Second sentence of Section 4, subparagraph (a) of the agreement is amended to read as follows: The total compensation, including reimbursement for actual expenses, shall not exceed THIRTY FIVE THOUSAND AND TEN DOLLARS ($35,010), unless additional compensation is approved in writing in accordance with Section 26 "Administration and Implementation" or Section 28 "Amendment' of this Agreement. 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except as specifically modified and amended in this Third Amendment, the Agreement remains in full force and effect and binding upon the parties. 2.2 Integration. This Third Amendment consists of pages 1 through 9 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Third Amendment. 2.3 Effective Date. This Third Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the appropriate authorities of the City and Service Provider, 2.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Third Amendment. 2.5 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Third Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Third Amendment. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. -3- APPROVED AS TO FORM Greg City 4AUtorne ATTEST: Peggy Kuo, City Clerk CITY: THE CITY OF TEMPLE CITY By: Bryan Cook, City Manager SERVICE PROVIDER: Na : Travis Gr Company; Red 88 Media Its: President, CEO NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. -4- CALIFORNIA ALL=PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles personally appeared before me, JILLIAN NUNEZ Notary Public - California Z@M� Los Angeles County i =Commission 8 2147761 Comm. Expires Mar 26, 2020 (Insert Name of Notary Public and Title) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their nature(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 hand and official seal. Signature Place Notary Seal Above (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 Att ached Document Title of Type of Document: Document Date: Signer(s) Other Than Named Above: _ Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Ind(vidual ❑ Corporate Officer - Title(s): ❑ Partner ❑ Limited ❑ General ❑ Attorney In Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer - Title(s): ❑ Partner ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: EXHIBIT "C" INSURANCE A. Insurance Requirements, Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the following "marked" requirements are applicable and Service Provider shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: x Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). x Automobile Liability. Service Provider shall maintain automobile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles. _x Workers' Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Service Provider and all risks to such persons under this Agreement. Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to the Service Provider's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous coverage through a period of no less than three years after completion of the services required by this agreement. 1. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance no less than: (1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability. No less than $1,000,000 combined single limit for each accident. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's Liability Insurance with limits of at least $1,000,000. (4) Professional Liability. $1,000,000 per claim and in the aggregate. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. 2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (3) Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Service Provider maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. (4) Coverage provided by the Service Provider shall be primary and any insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a named insured. (5) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider, C. Other Requirements, Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each SubService Provider identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.