HomeMy Public PortalAboutAgreement_2018-02-01_Tess R Eyrich_Communications ConsultantSECOND AMENDMENT TO
AGREEMENT FOR SERVICES
by and between
the
CITY OF TEMPLE CITY
and
TESS R. EYRICH,
a sole proprietor
Dated February 1, 2018
SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This Second Amendment to the agreement ("Second Amendment"), which is dated for
reference as indicated on the cover page, is hereby entered into by and between the CITY OF
TEMPLE CITY, a California charter city ("City"), and Tess R. Eyrich, a sole proprietor
("Service Provider"), as follows:
RECITALS
A. City and Service Provider entered in an agreement for services on September 29,
2016 ("Agreement"). The Agreement provides that Service Provider will
perform on-call writing and communications advisory services.
B. City and Service Provider entered in a First Amendment to the Agreement on July 1,
2017. The First Amendment extended the term of the Agreement to June 30, 2018 and
modified the hourly rate Service Provider charges for the Services.
C. Section 4 of the Agreement provides a total compensation amount not to exceed twenty
four thousand dollars ($24,000) for fiscal year 2017-2018; and Exhibit `B" of the
Agreement provides an hourly compensation cost of $50 per hour.
D. This Second Amendment amends Section 4 to set a total compensation amount not tc
exceed twenty four thousand nine hundred and ninety nine dollars ($24,999) for fiscal
year 2017-2018; and Exhibit `B" to provide an hourly compensation cost of $60 per hour
E. This Second 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.
F. This Second 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:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 SECTION 4. COMPENSATION AND METHOD OF PAYMENT:
Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit `B" "Compensation"
and made a part of this Agreement by this reference. The total
compensation, including reimbursement for actual expenses, shall not
exceed twenty four thousand nine hundred and ninety nine dollars
($24,999) for fiscal year 2017-2018, unless additional compensation is
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approved in writing in accordance with Section 26 "Administration and
Implementation" or Section 28 "Amendment" of this Agreement.
1.2 EXHIBIT `B" COMPENSATION: Service Provider shall use the
following rates of pay in the performance of the Services:
All services shall be complete at a cost of $60/hr., with a cumulative total
not to exceed $24,999 for fiscal year 2017-18 by June 30, 2018.
1.3 Indemnification. Section 16 of the Agreement is hereby amended to read
as follows:
(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
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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.
(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.
1.4 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.
2. GENERAL PROVISIONS.
2.1 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.
2.2 Integration. This First Amendment consists of pages 1 through _
inclusive, which constitute the entire understanding and agreement of the parties and supersedes
iI
all negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this First Amendment.
2.3 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.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
2.5 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.
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ATTEST:
Peggy Kuo, City Clerk
APPROVED AST ORM
I
Eric S. Vail, City Attorney
CITY:
THE CITY OF TEMPLE CITY
Bryan Cook, City Manager
SERVICE PROVIDER:
Name: IPL—rin5�-1 "rtSS" &ll rli
Title: FfociaNc,- wrlf(w-
(2nd signature required if Corporation, Incorporation or Limited Liability Corporation)
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Name:
Title:
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.
SS
California All -Purpose Certificate of
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 Riverside
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On-FEk3 2 2O(Y beforeme, M&rz-w 4bkt_A ah
personally appeared _THfji2E27>.4 9OSC EZ'121(Q4
Nan e n' SiyneI I
who proved to me on the basis of satisfactory evidence to be the person* whose name(}
is/ass subscribed to the within instrument and acknowledged to me that keFsheA*A5iy.executed
the same in authorized capacity(ies} and that by+Eis/her/theiF-signature(s) on the
instrument the person(s�or the entity upon behalf of which the person(e}acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that It oregoing paragraph is
true and correct. n
WITNESS my
Although the Ir r
this aeknowledymeW
seal.
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OPTIONAL INFORMATION
n urc. ,., ep.w9.z r,er
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this section ; •equlred bylaw, , aulent removal and ream, -,ant of
unauthorip anent and may pro,-,- I,, pec,ons relying on the attached uocument
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a
document
titled/for the purpose of
containing _j_ pages, and dated
The signer(s) capacity or authority islare as:
❑ Individual(s)
❑ ANomeyinJact
❑ Corporate Officer(s)
❑ GuardianlConservator
❑ Partner - Limited/General
❑ Trustee(s)
❑ Other:
representing:
Method of Signer IdenlHication
Proved to me on the basis of satisfactory evidence:
❑ form(s) of idenldiwtion ❑ credible witness(es)
Notarial event is detailed in notary journal on:
Page M Entry p
Notary contact:
Other
❑ Additional Signer ❑ Signer(s) Thumbprints(s)
s
ALL
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.
PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On {—E
before me,
v
personally appeared►206E EYeiC44 ,
Meme of Si9nehst
who proved to me on the basis of satisfactory evidence to
be the person(&} -whose name(s-)-is/are- subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in 4ie/her/tkeil authorized capacity(ies,
and that by-4tis/her/their---6ignature{sj n the instrument the
persor4s} or the entity upon behalf of which the persoa�a ,
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.
M1E:rt
WITNESS my hand and offi " seal.
Mrs^mm r.pre.n ,,.z. uxi
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACITIES) CLAIMED BY SIGNER(S)
Signer's Name:
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that documentsigned
.
itIRPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On �F2�
before me,
personally. appeared
MEREH ABURZ41
COMM 02209790
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Name A TNe Of CO., la g.'J.. O . Notary NNW)
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who proved to me on the basis of satisfactory evidence to
be the persorq.&) 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 itis/her/#ieir-signature(o on the instrument the
persor*), or the entity upon behalf of which the persor4r�
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. Af /'2
WITNESS my hand and
OPTIONAL
Though this section is optional, completing this information can deter alternation of thwdocument or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited
❑ General
❑ Attorney -In -Fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
3
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the Services by Service Provider, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders'
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall provide the
following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
_ Commercial General Liability. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
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.
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.
RESOLUTION NO. 16-5219
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMPLE CITY TO
WAIVE STANDARD CITY INSURANCE REQUIREMENTS FOR DESIGNATED
CONSULTANTS AND BEGIN THE PROCESS OF FORMALIZING A POLICY
FOR FUTURE INSURANCE WAIVERS
WHEREAS, The City of Temple City utilizes form contracts for the majority of the goods
and services that it procures; and
WHEREAS, the City's form "Services Agreement" includes insurance requirements
designed to protect the City from exposure to liability for a variety of issues that may arise when
consultants are performing services for the City; and
WHEREAS, for purposes of providing editing, copy writing, translating, and related
services for its publications and notices, the City contracts with consultants under its form
Services Agreement; and
WHEREAS, these consultants do not undertake any actions that would reasonably be
expected to expose the City to the potential for liability; and
WHEREAS, some of the consultant editors, copy writers, and translators have requested
waivers from the City's standard insurance requirements because the requirements exceed the
levels of insurance those persons need to have in the normal course of their businesses and the
cost of the excess insurance would be onerous for their businesses and would likely require them
to not accept work from the City; and
' WHEREAS, the City Council wants to continue to provide a high level of service for the
City's publications at the most efficient cost; and
WHEREAS, the City Council agrees that the exposure to liability arising from the work
performed by the consultants identified below is low enough that a waiver from the standard
insurance requirements is appropriate; and
WHEREAS, the City Council would like to avoid this issue arising in the future by
adopting a formal policy outlining the conditions under which standard insurance requirements
may be waived in the future.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Temple City
does hereby resolve, declare, determine and order as follows:
SECTION 1. That the following City consultants who provide editing, copy writing,
translating, or related services under contract for City publications and notices do not need to
comply with the otherwise -applicable commercial general liability, automobile, workers
compensation, or professional liability insurance requirements found in the City's form Services
Agreement:
• Tess Eyrich (writer)
• Roger Grody (writer)
• Shel Segal (writer, media relations)
• Liana Aghajanian (writer)
• Gerard Wright (writer)
' Dan Brown (copy writer)
• Shawn Dwyer (copy editor, writer)
• Julienne Ohara -Hsu (certified translator).
Resolution No. 16-5219
Page 2 of 2
SECTION 2. That the City Manager is directed to bring back for City Council review and
approval a formal policy outlining appropriate facts and circumstances under which the City's
insurance requirements can be waived. The policy, if adopted, is intended to delegate to the City
Manager the authority to waive the insurance requirements to ensure efficient provision of
services to the City.
SECTION 3. That the City Clerk shall certify to the passage and adoption of this
resolution and enter it into the book of original resolutions
PASSED, APPROVED AND ADOPTED ON November 15'", 2016.
ATTEST:
l�Kf-w
Peggy K o, , ity Clerk
CITY OF TEMPLE CITY:
Vincent Yu, Mayor
APPROVED AS TO FORM:
Eric Vail, f:;itf Attorney
I, City Clerk of the City of Temple City, hereby certify that the foregoing Resolution No.
16-5219 was introduced at the regular meeting of the City Council of the City of Temple City held
on the 15th day of November, 2016 and was duly passed, approved and adopted by said Council,
approved and signed by the Mayor and attested to by the City Clerk at the regular meeting held
on the 15th day of November, 2016 by the following vote:
AYES:
Councilmember -
Chavez, Fish, Man, Sternquist, Yu
NOES:
Councilmember-
None
ABSENT:
Councilmember-
None
ABSTAIN:
Councilmember -
None
1,0
Peggy K06,
tity,60erk
Ll