HomeMy Public PortalAboutAgreement_2016-07-05_Chamber of Commerce_First AmendmentFIRST AMENDMENT TO
ANNUAL SERVICE AGREEMENT
by and between the
CITY OF TEMPLE CITY
TEMPLE CITY CHAMBER OF COMMERCE
Dated October 17, 2017
FIRST AMENDMENT TO ANNUAL SERVICE AGREEMENT
This extension to the Annual Service Agreement, which is dated October 17, 2017, is
hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city
("City"), and Temple City Chamber of Commerce, a California non-profit organization.
("Consultant"), as follows:
RECITALS
A. City and Service Provider entered in an Annual Service Agreement on July 5, 2016
("Agreement"). The Agreement provides that Service Provider will provide certain
business promotion and development services within the City.
B. This First Amendment amends Section 1 "Term of Agreement" to extend the term for
one year from July 1, 2017 to June 30, 2018.
C. In extending the term, this First Amendment also ratifies the work done between July 1,
2017 and the effective date set forth below.
D. This First Amendment also amends 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.
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
insurers.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this First Amendment which modifies and amends the Agreement as
follows:
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 through June 30, 2018, subject to
early termination as provided in Section 20 "Termination of Agreement"
of this Agreement. The term may be extended by mutual agreement of the
parties memorialized in a written amendment to this Agreement."
1.2 Indemnification. Section 16 of the Agreement is hereby amended to read
as follows:
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(a) Indemnification for Professional Liability. Where the law
establishes a professional standard of care for Service Provider's services,
to the fullest extent permitted by law, Service Provider shall indemnify,
protect, defend and hold harmless City and any and all of its officials,
employees and agents ("Indemnified Parties") from and against any and
all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened,
including attorneys' fees and costs, court costs, interest, defense costs, and
expert 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 Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers,
agents, employees or sub -Service Providers of Service Provider, in the
performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability.
Other than in the performance of professional 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
agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged
or threatened, including attorneys' fees and costs, court costs, interest,
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 this Agreement by Service Provider or by any individual
or entity for which Service Provider is legally liable, including but not
limited to officers, agents, employees or sub -Service Providers of Service
Provider.
(c) Indemnification from Sub -Service Providers. Service
Provider agrees to obtain executed indemnity agreements with provisions
identical to those set forth in this section from each and every Sub -Service
Provider or any other person or entity involved by, for, with or on behalf
of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Service
Provider fails to obtain such indemnity obligations from others as required
herein, Service Provider agrees to be fully responsible according to the
terms of this section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way
act as a waiver of any rights hereunder. This obligation to indemnify and
defend City as set forth herein is binding on the successors, assigns or
heirs of Service Provider and shall survive the termination of this
Agreement or this section.
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(d) Limitation of Indemnification. Notwithstanding any
provision of this section to the contrary, design professionals are required
to defend and indemnify the City only to the extent permitted by Civil
Code Section 2782.8, which limits the liability of a design professional to
claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the
design professional. The term "design professional," as defined in Section
2782.8, is limited to licensed architects, licensed landscape architects,
registered professional engineers, professional land surveyors, and the
business entities that offer such services in accordance with the applicable
provisions of the California Business and Professions Code.
(e) City's Negligence. The provisions of this section do not
apply to claims occurring as a result of City's sole negligence. The
provisions of this section shall not release City from liability arising from
gross negligence or willful acts or omissions of City or any and all of its
officials, employees and agents.
1.3 Insurance. Section 17 of the Agreement is hereby amended as follows:
Service Provider agrees to obtain and maintain in full force and effect
during the term of this Agreement the insurance policies set forth in
Exhibit "C" "Insurance" and made a part of this Agreement. All insurance
policies shall be subject to approval by City as to form and content. These
requirements are subject to amendment or waiver if so approved in writing
by the City Manager. Service Provider agrees to provide City with copies
of required policies upon request.
GENERAL PROVISIONS.
1.1 Remainder Unchanged. Except as specifically modified and amended in
this First Amendment, the Agreement remains in full force and effect and binding upon the
parties.
1.2 Integration. This First Amendment consists of pages 1 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 all or any part of the
transaction discussed in this First Amendment.
1.3 Effective Date. This First 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.
1.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
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1.5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in this First Amendment have the same meaning
as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
I:�111MIS
Peggy Ku9, it Clerk
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APPROVED #S T ORM
Eric S. Vail, City Attorney
CITY:
THE CITY OF TEMPLE CITY
By:
Bryan Cook, City Manager
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SERVICE PROVIDER:
By:. - I
Name:k-e� t✓In D
Title: Pr,e 5iAe nt�CE0
(2"d signature required if Corporation, Incorporation or Limited Liability Corporation)
By: `
Name: e vi k
Title: P-�O Gtr d C-t"OL- 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.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE :•
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State of California
County of LOS iA1.tbI115L5 )
On MY 25 12VI-1 before me, JILUPtj I�IVIJEZ, (.JC7T14Qy ?ygUC -
Date Here Insert Name and Title of the Officer
personally appeared
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Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
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Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.—__
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Title or Type of Document CW OF ( 011411 M A_1R 6_)r
Document Date: , TO1 Number of Pages:
Signer(s) Other Than Named Above: Jk` M151Jf4
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
rl Other:
Signer Is Representing:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
Fl Other,
Signer Is Representing:
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