CC SR 20170815 J - Sigona SettlementRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 08/15/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to enter into a settlement agreement with Rocco
Sigona to resolve employment claims
RECOMMENDED COUNCIL ACTION:
(1) Approve the settlement agreement with Rocco Sigona in the amount of
$7,609.90;
(2) Authorize the budget transfer of $20,800 from Professional/Technical Services to
the Wages & Salary — Part -Time account; and,
(3) Authorize an additional appropriation of $18,200 to the Wages & Salary — Part -
Time account and $16,000 in the Employee Benefits account.
FISCAL IMPACT: If approved, the settlement agreement will result in a one-time
payment of $7,609.90, less applicable payroll taxes, to Mr. Rocco Sigona (Sigona). In
addition, the FY17-18 budget will need to be adjusted to account for reclassifying
Sigona as an employee. Sigona is budgeted to work up to 20 hours/week at $20/hour
for FY17-18, or approximately $20,800. This amount should be transferred from the
RPVty Professional/Technical Services Account to the Salary & Wages — Part -Time
account. The FY17-18 budget should be increased to allow Sigona to work as
scheduled, up to 30 hours/week at $25/hour, or approximately $39,000 a year. An
additional appropriation of $18,200 for part-time wages and $16,000 for benefits are
required to fund additional hours Sigona may be scheduled to work in FY17-18 as part
of the settlement agreement.
Amount Budgeted: $203,000 Prof/Tech Service 101-400-1440-5101-`:'
Account Number
Additional Appropriation
101-400-1440-4102 Salary and Wages — PT
$18,200
101-400-1440-4205 Employee Benefits
$16,000
101-400-2999-4703 Settlement Agreement
$ 7,609.90
ORIGINATED BY: Gabriella Yap, Deputy City Manager J,4•
REVIEWED BY: Same as above
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Rocco Sigona Settlement Agreement (page A-1)
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BACKGROUND AND DISCUSSION:
In July 2016, Mr. Rocco Sigona (Sigona), a contractor working for the City as a
producer/editor for the City's cable station (RPVtv), alleged that the City misclassified
him as a contractor rather than a City employee. The City disputes Sigona's claim that
he was misclassified; however, the City and Sigona both wish to settle and resolve any
and all employment claims, with the terms agreed as outlined in the attached settlement
agreement (Attachment A).
ALTERNATIVES
In addition to the Staff recommendations, the following alternative action is available for
the City Council's consideration:
Direct Staff to take other action.
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SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
This Settlement Agreement and Release of Claims ("AGREEMENT") is entered into by
and between the CITY OF RANCHO PALOS VERDES, a general law city and municipal
corporation ("CITY"), and ROCCO SIGONA ("SIGONA"), an individual, (collectively,
"PARTIES," and individually, "PARTY") effective as of the date all PARTIES have signed the
AGREEMENT (`EFFECTIVE DATE"), with reference to the following recitals ("RECITALS"):
1. RECITALS
1.1 SIGONA has been a vendor with the CITY since April 2011 but did not
have a contract to provide professional services to the CITY as an independent contractor until
August 4, 2015.
1.2 From April 2011 until August 3, 2015, SIGONA worked as a
subcontracting vendor for independent contractor RPVty Station Manager Mark Doddy
("DODDY"), who would direct SIGONA to perform all technical aspects of RPVty production
and who would then also submit invoices to the CITY on his behalf.
1.3 Commencing on or about August 4, 2015, the CITY contracted directly
with SIGONA to provide RPVty services to the CITY as an independent contractor pursuant to a
written professional services agreement, which was scheduled to terminate on June 30, 2016
unless extended by mutual agreement of the PARTIES. (Exhibit "A" hereto.)
1.4 SIGONA's original professional services agreement provides SIGONA
will provide the CITY with no more than TWENTY (20) hours of Associate Television Producer
services per week unless additional hours are first approved in writing by the City Manager.
SIGONA's contracted hourly rate for these services is TWENTY DOLLARS PER HOUR
($20.00/hour).
1.5 On April 19, 2016, the PARTIES executed an amendment to the
professional services agreement, increasing the hours of services from no more than TWENTY
(20) hours per week to no more than THIRTY (30) hours per week. (Exhibit `B" hereto.) The
remainder of the original professionals services agreement remained in effect.
1.6 As specified in Section 1.1 of the PARTIES' professional services
agreement, SIGONA serves as the CITY'S RPVty Producer, and as such, is responsible for all
the technical aspects of the TV productions created with RPVty equipment and resources. RPVty
programs are expected to have a general interest to the residents and surrounding community of
Rancho Palos Verdes, within the Guidelines set by the RPVty Policies and Procedures. Associate
Producer(s) are the direct technical supervisor(s) in charge of creating original content for RPVty
under the guidance of the RPVty Station Manager and the City Manager. Responsibilities
include, but are not limited to: 1. Proper maintenance and care of RPVty Equipment and
resources. 2. Using Video Cameras with or without supervision at various locations as needed by
the RPVty Station Manager and staff. 3. Checking out equipment and taking proper care of
RPVty Camera equipment on Remote (Field) and Studio Shoots. Responsibility for delivery and
labeling of all Raw Video to RPVty Station Manager. 4. Aiding in set up of RPVty Studio
programs or multi -camera field productions and breakdown. 5. Editing TV Programs under the
supervision of RPVty Station Manager and Contract Staff (Producers). 6. Assisting in special
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RPVty projects as needed by the City of Rancho Palos Verdes, and as needed by the City
Manager and/or RPVty Station Manager.
1.7 Section 2.3 of the PARTIES' professional services agreement provides
SIGONA will submit invoices to the CITY for payment twice monthly.
1.8 Throughout the term of the PARTIES' professional services agreement,
the CITY has and continues to fully compensate SIGONA for all hours of service he lists on his
invoices she submits to the CITY for payment, even when his hours exceed twenty (20)
hours/week, and even though he has not first obtained City Manager approval to provide services
to the City in excess of twenty (20) hours/week.
1.9 The CITY has and continues to fully perform its payment obligations to
SIGONA pursuant to the terms of the PARTIES' professional services agreement, providing full
payment to SIGONA pursuant to the biweekly invoices SIGONA submits to the CITY, showing
the hours he provided services to the CITY during each invoice period.
1.10 SIGONA has alleged the CITY misclassified him as an independent
contractor instead of a CITY employee from the inception of his work for the City and is
therefore owed unpaid overtime wages, unpaid unrecorded, un -invoiced back wages, unpaid
accrued sick leave, mileage and Ca1PERS benefits, all of which he asserts he would have
received had he been classified as a CITY employee.
1.11 The CITY disputes SIGONA's contention that he was misclassified as an
independent contractor rather than a CITY employee and asserts he was fully paid all monies
owed him pursuant to the terms of the PARTIES' professional services agreement.
1.12 By entering into this AGREEMENT, the PARTIES now wish to settle and
resolve any and all employment claims that SIGONA may have against the CITY related to all
compensation, including but not limited to any back unpaid overtime wages, any alleged
underpayment of wages for hours worked that were not recorded on SIGONA's biweekly
invoices he submitted to the CITY for payment from in or about April 2011 to the EFFECTIVE
DATE of this AGREEMENT (as defined in Paragraph 4.9), any accrued unpaid sick leave pay
from August 4, 2015 to June 30, 2017, any unpaid mileage at the rate of ten (10) miles/week for
three (3) years payable at the annual IRS rate, healthcare benefits, or unpaid Ca1PERS benefits,
allegedly owed by the CITY related to SIGONA'S alleged misclassification as an independent
contractor. The CITY will provide to SIGONA a lump sum payment of SETTLEMENT
PAYMENT of SEVEN THOUSAND SIX HUNDRED NINE DOLLARS AND NINETY
CENTS ($7,609.90) ("SETTLEMENT PAYMENT"), will re-classify him as a part-time non-
exempt unrepresented CITY employee ("RE-CLASSIFICATION"), will provide him with
healthcare benefits consistent with each year's anticipated average work schedule, and will enroll
him in Ca1PERS and pay ONE HUNDRED PERCENT (100%) of all back -owed Ca1PERS
employer and employee contributions retroactive to February 15, 2016 as determined by
CalPERS ("Ca1PERS ENROLLMENT") directly to Ca1PERS. The PAYMENT, RE-
CLASSIFICATION and Ca1PERS ENROLLMENT are made in exchange for SIGONA's
execution of a release and waiver of any and all employment and/or compensation claims related to
SIGONA's classification as an independent contractor from 2011 to the EFFECTIVE DATE of
this AGREEMENT that SIGONA may have against the CITY, including but not limited to its
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officials, employees, representatives, and agents. This AGREEMENT is not an admission by CITY
or SIGONA of any liability, fault, or wrongdoing of any kind.
2. CONSIDERATION
2.1 All RECITALS above are to be deemed true and material statements upon
which this AGREEMENT is based and are incorporated herein.
2.2 Subject to the terms and conditions of this AGREEMENT, the CITY
agrees that the SETTLEMENT PAYMENT of SEVEN THOUSAND SIX HUNDRED NINE
DOLLARS AND NINETY CENTS ($7,609.90), less any applicable local, state and federal taxes
and other withholdings, shall include the following payments:
a. The payment of FOUR HUNDRED FIFTY DOLLARS AND
ZERO CENTS ($450.00), representing payment of an overtime differential of TEN DOLLARS
AND ZERO CENTS ($10.00) per hour for FORTY-FIVE (45) hours of alleged overtime worked
during fiscal year ("FY") 2015/16;
b. The payment of ONE THOUSAND THREE HUNDRED FIVE
DOLLARS and FIFTY CENTS ($1,305.50) for statutory sick leave accrued pursuant to the
Healthy Workplace Healthy Family Act ("HWHFA") from August 4, 2015 to and through June
30, 2017;
C. The payment of EIGHT HUNDRED FIFTY-FOUR DOLLARS
AND FORTY CENTS ($854.40) in mileage based on travel of ten (10) miles/week for three (3)
years at the annual IRS rate;
d. The payment of FIVE THOUSAND DOLLARS AND ZERO
CENTS ($5,000.00) for additional disputed unpaid wages and benefits between FY 2015/16 and
the EFFECTIVE DATE of this AGREEMENT;
e. The SETTLEMENT PAYMENT shall be in the form of a check
made payable to SIGONA and counsel for SIGONA, LEVINE AND BLIT LLP, and delivered to
SIGONA's counsel within twenty (20) business days after the EFFECTIVE DATE of this
AGREEMENT AND submission of the requisite tax documents, including IRS Forms W-4 and
W-9.
2.3 The CITY agrees that within twenty (20) days of the EFFECTIVE DATE
of this AGREEMENT, SIGONA shall be reclassified as a part-time non-exempt unrepresented
CITY employee, appointed as a TV Producer (see attached as Exhibit "C" for TV Producer
classification specification) with up to thirty (30) hours/week of employment, shall be paid an
hourly rate of TWENTY-FIVE DOLLARS PER HOUR ($25.00/hour), and shall be entitled to
healthcare benefits consistent with each year's anticipated work schedule. To the extent SIGONA
submits additional invoices to the CITY for payment pursuant to his professional services
agreement while this AGREEMENT is pending, the CITY shall delay payment until the deadline
to rescind the AGREEMENT has passed. If SIGONA rescinds the AGREEMENT during that
time, the CITY shall then pay the submitted invoice as provided in the PARTIES' professional
services agreement. If SIGONA does not rescind the AGREEMENT, the CITY shall only pay
SIGONA the wages due him as an employee of the CITY, including any accrued overtime wages,
01203.0004/389061.2 3
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during the invoiced time period.
2.4 The CITY agrees that the CITY shall enroll SIGONA in Ca1PERS
("Ca1PERS ENROLLMENT") retroactive to February 15, 2016 — the first day of the pay period
following the pay period in which SIGONA worked one thousand (1,000) hours in a fiscal year
and thus became Ca1PERS-eligible, and the CITY shall make full payment of ONE HUNDRED
PERCENT (100%) of all back -owed Ca1PERS employer and employee contributions as
determined by Ca1PERS to SIGONA's CalPERS account on SIGONA's behalf.
2.5 SIGONA agrees each PARTY shall be fully responsible for the payment of
his or her own fees and costs, including attorney's fees, incurred in this matter, and specifically,
that SIGONA shall be solely responsible for all his own fees and costs, including attorney's fees,
incurred in this matter.
3. RELEASE
3.1 In exchange for the PAYMENT, SIGONA, and on behalf of SIGONA's
spouse, heirs, representatives, successors, and assigns, hereby waives, releases, acquits, and
forever discharges CITY, and each of its officials, employees, representatives, and agents
(collectively, "CITY PARTIES"), from any and all claims, charges, complaints, contracts,
understandings, liabilities, obligations, promises, benefits, agreements, controversies, costs,
losses, debts, expenses, damages, actions, causes of action, suits, rights, disciplinary appeals and
demands of any nature whatsoever, known or unknown, suspected or unsuspected, which
SIGONA now has or may acquire in the future, or which SIGONA ever had, resulting from,
relating to or arising out of any back unpaid overtime wages, any alleged underpayment of wages
for hours worked that were not recorded on SIGONA's biweekly invoices he submitted to the
CITY from 2008 — present, any accrued unpaid sick leave pay from August 4, 2015 to and
through June 30, 2017, any unpaid mileage at the rate of ten (10) miles/week for three years at
$0.57/mi, or unpaid CAPERS benefits, allegedly owed by the CITY related to SIGONA' S
alleged misclassification as an independent contractor (hereinafter referred to collectively as
"CLAIMS"), without regard to whether such CLAIMS arise under the federal, state, or local
constitutions, statutes, rules or regulations, or the common law. SIGONA expressly
acknowledges that the CLAIMS forever barred by this AGREEMENT specifically include, but
are not limited to any demand for wages, overtime or benefits, any alleged breach of any duty
arising out of contract or tort, and any and all claims whether arising under any federal, state or
local law prohibiting breach of employment contract, and any and all rights or claims arising
under the California Labor Code or Industrial Welfare Commission Wage Orders, the Federal
Fair Labor Standards Act, the California Fair Employment and Housing Act, and California
Government Code § § 12,900 et seq.
3.2 SIGONA's released claims include the common law and equitable claims,
state statutory claims, and federal statutory claims listed in Paragraph 3.2a below related to
alleged (i) off -the -clock work, which includes claims relating to non-payment of wages because
work was performed off the clock and any recordkeeping violations that are a result of work
being performed off the clock and therefore, not being recorded; (ii) accurate creation, retention,
and preservation of time records; (iii) claims the CITY failed to pay overtime hours or other
wages, including claims related to how overtime is calculated; and (iv) and any and all claims for
treble or enhanced damages or penalties in connection therewith.
01203.0004/389061.2 4
a. Common Law and/or Equitable Claims: Breach of express or
implied contract; breach of duty to pay wages; breach of duty; breach of the implied covenant of
good faith and fair dealing; breach of fiduciary duty; civil conspiracy; concealed fraud;
concealment of material fact; constructive fraud; conversion; destruction of evidence; estoppel;
false imprisonment; false representations; fraud; fraudulent concealment; fraudulent
misrepresentation; intentional interference with contract; intentional misrepresentation;
interference with contractual rights; malice; misrepresentation; negligent misrepresentation;
oppression; promissory estoppel; quantum meruit; quasi contract restitution; spoliation of
evidence; tortious interference with contractual relations; unjust enrichment/quantum meruit;
unjust enrichment/restitution; unjust enrichment/tort; unfair business practices; and claims for
declaratory relief, an accounting; injunctive relief; punitive damages; and attorney's fees.
3.3 SIGONA hereby waives any provisions of state or federal law that might
require a more detailed specification of the CLAIMS being released pursuant to Paragraphs 3.1
and 3.2 of this AGREEMENT.
3.4 The releases herein do not waive or otherwise affect any of SIGONA's
rights or claims that may arise after SIGONA signs this AGREEMENT and it becomes effective, or
waive or release any claims which may not be released pursuant to applicable law.
3.5 Nothing herein shall be interpreted as a release or waiver of any workers'
compensation claims or Equal Employment Opportunity Commission ("EEOC") claims or in any
way prohibit or prevent SIGONA from participating in any claims or administrative action
brought by a state or federal agency, including the EEOC.
4. SPECIFIC ACKNOWLEDGEMENT OF WAIVER OF CLAIMS UNDER
ADEA AND OWBPA
The Age Discrimination in Employment Act of 1967 (hereinafter referred to as the
"ADEA") makes it illegal for an employer to discharge any individual or otherwise discriminate
with respect to the nature and privileges of an individual's employment on the basis that the
individual is age forty (40) or older. The Older Workers Benefit Protection Act (hereinafter
referred to as the "OWBPA," 29 U.S.C. § 626, et. seq., Pub L 101-433, 104 Stat. 978 (1990))
further augments the ADEA and prohibits the waiver of any right or claim under the ADEA,
unless the waiver is knowing and voluntary. By entering into this AGREEMENT, SIGONA
acknowledges that SIGONA knowingly and voluntarily, for just compensation in addition to
anything of value to which SIGONA was already entitled, waives and releases any rights he may
have under the ADEA and/or OWBPA. SIGONA further acknowledges that SIGONA has been
advised and understands, pursuant to the provisions of the ADEA and OWBPA, that:
4.1 This waiver/release is written in a manner understood by SIGONA;
4.2 SIGONA is aware of, and/or has been advised of, SIGONA's rights under
the ADEA and OWBPA, and of the legal significance of SIGONA's waiver of any possible
claims SIGONA currently may have under the ADEA, OWBPA and/or similar age
discrimination laws;
4.3 SIGONA is entitled to a reasonable time of at least twenty-one (2 1) days
within which to review and consider this AGREEMENT and the waiver and release of any rights
01203.0004/389061.2 5
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SIGONA may have under the ADEA, the OWBPA and similar age discrimination laws; but may,
in the exercise of SIGONA's own discretion, sign or reject this AGREEMENT at any time before
the expiration of the twenty-one (2 1) days.
4.4 The waivers and releases set forth in this AGREEMENT shall not apply to
any rights or claims that may arise under the ADEA and/or OWBPA after the EFFECTIVE
DATE of this AGREEMENT;
4.5 SIGONA has been advised by this writing that SIGONA should consult
with an attorney prior to executing this AGREEMENT;
4.6 SIGONA has discussed this waiver and release with, and been advised
with respect thereto by, SIGONA's counsel of choice or at least had the opportunity to do so, and
SIGONA represents by signing this AGREEMENT that SIGONA does not need any additional
time within which to review and consider this AGREEMENT;
4.7 SIGONA has seven (7) days following SIGONA's execution of this
AGREEMENT to revoke the AGREEMENT;
4.8 Notice of revocation within the seven (7) day revocation period must be
provided, in writing, to THE CITY pursuant to Paragraph 8.9 herein, and must state, "I hereby
revoke my acceptance of our Agreement of Severance and General Release;" and
4.9 This AGREEMENT shall not be effective until all parties have signed the
AGREEMENT, SIGONA has not revoked the AGREEMENT, and ten (10) days have passed
since SIGONA's execution of same ("EFFECTIVE DATE").
5. UNKNOWN CLAIMS
In relation to the release provisions of Paragraphs 3 and 4 above, SIGONA understands
that California Civil Code section 1542 reads as follows:
"General Release --Claims Extin igu�shed"
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor."
SIGONA hereby waives the protection of California Civil Code section 1542.
6. WAIVER OF ADDITIONAL CLAIMS
SIGONA acknowledges that he may hereafter discover facts different from or in addition
to those that he now knows or believes to be true with respect to the CLAIMS that are the subject
of the Releases set forth in Paragraphs 3,4 and 5 of this AGREEMENT, and expressly agrees to
assume the risk of the possible discovery of additional or different facts, and SIGONA agrees
that this AGREEMENT shall be and remain effective in all respects regardless of such additional
or different facts.
01203.0004/389061.2 6
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SIGONA hereby waives any provisions of federal or state law that might require a more
detailed specification of the claims being released pursuant to the provisions of Paragraphs 3, 4
and 5 above.
7. REPRESENTATIONS AND WARRANTIES
Each of the PARTIES to this AGREEMENT represents, and warrants to, and agrees with,
each other PARTY as follows:
7.1 Advice of Counsel: The PARTIES hereto have received independent legal
advice from their respective attorneys concerning the advisability of entering into and executing
this AGREEMENT or have been given the opportunity to obtain such advice. The PARTIES
acknowledge that they have been represented by counsel of their own choice in the negotiation of
this AGREEMENT, or have been given the opportunity to do so, that they have read this
AGREEMENT; that they have had this AGREEMENT fully explained to them by such counsel,
or have had such opportunity to do so, and that they are fully aware of the contents of this
AGREEMENT and of its legal effect.
7.2 No Fraud in Inducement: No PARTY (nor any officer, agent, employee,
representative, or attorney of or for any PARTY) has made any statement or representation or
failed to make any statement or representation to any other party regarding any fact relied upon in
entering into this AGREEMENT, and neither PARTY relies upon any statement, representation,
omission or promise of any other party in executing this AGREEMENT, or in making the
settlement provided for herein, except as expressly stated in this AGREEMENT.
7.3 Independent Investigation: Each PARTY to this AGREEMENT has made
such investigation of the facts pertaining to this settlement and this AGREEMENT and all the
matters pertaining thereto, as it deems necessary.
7.4 Mistake Waived: In entering into this AGREEMENT, each PARTY
assumes the risk of any misrepresentation, concealment or mistake. If any PARTY should
subsequently discover that any fact relied upon by it in entering into this AGREEMENT was
untrue, or that any fact was concealed from it, or that its understanding of the facts or of the law
was incorrect, such PARTY shall not be entitled to any relief in connection therewith, including
without limitation on the generality of the foregoing any alleged right or claim to set aside or
rescind this AGREEMENT. This AGREEMENT is intended to be, and is, final and binding
between the PARTIES, regardless of any claims of misrepresentation, promise made without the
intent to perform, concealment of fact, mistake of fact or law, or any other circumstance
whatsoever.
7.5 Later Discovery: The PARTIES are aware that they may hereafter
discover claims or facts in addition to or different from those they now know or believe to be true
with respect to the matters related herein. Nevertheless, it is the intention of the PARTIES that
SIGONA fully, finally and forever settle and release all such matters, and all claims relative
thereto, which do now exist, may exist or have previously existed against the CITY or the CITY
PARTIES. In furtherance of such intention, the releases given here shall be, and remain, in effect
as full and complete releases of all such matters, notwithstanding the discovery or existence of
any additional or different claims or facts relative thereto.
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7.6 Indemnification: SIGONA agrees to indemnify and hold harmless the
CITY or the CITY PARTIES from, and against, any and all claims, damages, or liabilities
sustained by them as a direct result of the violation or breach of the covenants, warranties, and
representations undertaken pursuant to the provisions of this AGREEMENT. SIGONA
understands and agrees that SIGONA shall be exclusively liable for the payment of all taxes for
which SIGONA is responsible, if any, as a result of SIGONA's receipt of the consideration
referred to in Paragraph 2.2 of this AGREEMENT. In addition, SIGONA agrees fully to
indemnify and hold the CITY PARTIES harmless for payment of tax obligations as may be
required by any federal, state or local taxing authority, at any time, as a result of the payment of
the consideration set forth in Paragraph 2.2 of this AGREEMENT.
7.7 No Pending Claims and/or Action: SIGONA represents that SIGONA has
not filed any complaints or charges against the CITY or the CITY PARTIES with any local, state
or federal agency or court; that SIGONA will not do so at any time hereafter for any claim arising
up to and including the EFFECTIVE DATE of this AGREEMENT; and that if any such agency
or court assumes jurisdiction of any such complaint or charge against the CITY or the CITY
PARTIES on behalf of SIGONA, whenever or where ever filed, SIGONA will request such
agency or court to withdraw from the matter forthwith. Nothing herein shall be interpreted as a
release or waiver of any workers' compensation claims or in any way prohibit or prevent
SIGONA from participating in any claims or administrative action brought by a state or federal
agency.
7.8 Ownership of Claims: SIGONA represents and warrants as a material
term of this AGREEMENT that SIGONA has not heretofore assigned, transferred, released or
granted, or purported to assign, transfer, release or grant, any of the CLAIMS disposed of by this
AGREEMENT. In executing this AGREEMENT, SIGONA further warrants and represents that
none of the CLAIMS released by SIGONA thereunder will in the future be assigned, conveyed,
or transferred in any fashion to any other person and/or entity.
8. MISCELLANEOUS
8.1 Non Confidentiality of AGREEMENT. SIGONA acknowledges the CITY
is a public entity and, as such, the CITY cannot promise to or otherwise keep the terms and
conditions of this AGREEMENT confidential. Neither PARTY is bound by confidentiality.
8.2 Choice of Law and Forum For Enforcement. This AGREEMENT is
made and entered into in the State of California, and shall be governed, interpreted and enforced
under the laws of the State of California. SIGONA and the CITY agree jurisdiction and/or venue
of any action involving the validity, interpretation, or enforcement of this AGREEMENT or any
of its terms shall exist exclusively in a court or government agency located within the County of
Los Angeles, State of California. SIGONA and the CITY further agree this AGREEMENT may
be used as evidence in any subsequent proceeding, in which any of the PARTIES allege a breach
of this AGREEMENT or seeks to enforce its terms, conditions, provisions, or obligations. This
AGREEMENT may not be used for any purpose in the event it is revoked.
8.3 Full Integration; Entire Agreement This AGREEMENT constitutes the
entire agreement between the PARTIES who have executed it and supersedes any and all other
agreements, understandings, negotiations, or discussions, either oral or in writing, express or
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implied between the PARTIES to this AGREEMENT. The PARTIES to this AGREEMENT
each acknowledge that no representations, inducements, promises, agreements, or warranties,
oral or otherwise, have been made by them, or anyone acting on their behalf, which are not
embodied in this AGREEMENT, that they have not executed this AGREEMENT in reliance on
any such representation, inducement, promise, agreement or warranty, and that no representation,
inducement, promise, agreement or warranty not contained in this AGREEMENT, including, but
not limited to, any purported supplements, modifications, waivers, or terminations of this
AGREEMENT shall be valid or binding, unless executed in writing by all of the PARTIES to
this AGREEMENT.
8.4 Modifications. All representations and agreements made with respect to
the subject matter of this AGREEMENT are expressly set forth herein, and this AGREEMENT
may not be altered, changed or amended in any way, without the written consent of all PARTIES
hereto.
8.5 Counterparts: This AGREEMENT may be executed in counterparts, and
when each PARTY has signed and delivered at least one such counterpart, each counterpart shall
be deemed an original, and, when taken together with other signed counterparts, shall constitute
one AGREEMENT, which shall be binding upon and effective as to all PARTIES.
8.6 Severability. Should any portion, word, clause, phrase, sentence or section
of this AGREEMENT be declared void or unenforceable, such portion shall be considered
independent and severable from the remainder, the validity of which shall remain unaffected.
8.7 Successors and Assigns. This AGREEMENT is binding upon and shall
inure to the benefit of the PARTIES hereto, their respective agents, spouses, employees,
representatives, officials, attorneys, assigns, heirs, and successors in interest.
8.8 Waivers. No waiver by any PARTY of any breach of any term or
provision of this AGREEMENT shall be construed to be, nor shall be, a waiver of any preceding,
concurrent or succeeding breach of the same or any other term or provision of this
AGREEMENT.
8.9 Joint Drafting: Each PARTY agrees that it has cooperated in the drafting
and preparation of this AGREEMENT. Hence, in any construction to be made of this
AGREEMENT, the PARTIES agree that same shall not be construed against any PARTY.
8.10 Mutual Cooperation. SIGONA and the CITY agree to do all things and
execute and deliver all instruments and documents necessary to fulfill and effect the provisions
of this AGREEMENT and to protect the respective rights of SIGONA and the CITY. It is further
understood and agreed that if, at any time, a breach of any term of this AGREEMENT is asserted
by any PARTY to this AGREEMENT, the PARTY shall have the right to seek specific
performance of that term and/or any other necessary and proper relief, including, but not limited
to, damages, from any court of competent jurisdiction in the County of Los Angeles.
8.11 No Admission: Nothing contained herein shall be construed as an
admission by the CITY of any liability of any kind. The CITY denies any liability in connection
with any claim and intends hereby solely to avoid potential claims and/or litigation and buy its
peace.
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8.12 Bear Own Costs. Except as otherwise provided in this AGREEMENT,
each PARTY bears its own costs and attorneys' fees relative to drafting this AGREEMENT and
enforcement of the AGREEMENT.
8.13 Enforcement Fees and Costs: If either parry to this AGREEMENT is
required to initiate or defend or made a party to any action or proceeding in any way connected
with this AGREEMENT, the prevailing party in such action or proceeding, in addition to any
other relief which may be granted, whether legal or equitable, shall be entitled to reasonable
attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a
parry entitled to attorney's fees shall be entitled to all other reasonable costs for investigating
such action, taking depositions and discovery and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is prosecuted
to judgment.
8.14 Notice: Any and all notices given to any party under this AGREEMENT
shall be given as provided in this paragraph. All notices given to either PARTY shall be made by
certified or registered United States mail, or personal delivery, at the noticing party's discretion,
and addressed to the parties as set forth below. Notices shall be deemed, for all purposes, to have
been given and/or received on the date of personal service or three (3) consecutive calendar days
following deposit of the same in the United States mail.
As to SIGONA:
At SIGONA's last known home address on file with the CITY.
As to the CITY:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
8.15 Authori1y. Each PARTY represents to the other that it has the right to
enter into this AGREEMENT, and that it is not violating the terms or conditions of any other
AGREEMENT to which they are a party or by which they are bound by entering into this
AGREEMENT. The PARTIES represent that they will obtain all necessary approvals to execute
this AGREEMENT. It is further represented and agreed that the individuals signing this
AGREEMENT on behalf of the respective PARTIES have actual authority to execute this
AGREEMENT and, by doing so, bind the party on whose behalf this AGREEMENT has been
signed.
[SIGNATURES ON FOLLOWING PAGE]
01203.0004/389061.2 10
A-10
IN WITNESS WHEREOF, the CITY has caused this AGREEMENT to be signed and
executed on its behalf by its City Manager and duly attested by its City Clerk, SIGONA has
signed and executed this AGREEMENT, and the attorneys or labor representatives for the CITY
and SIGONA, if any, have approved as to form as of the dates written below.
"CITY"
Dated: , 2017
ATTESTED TO BY:
CITY OF RANCHO PALOS VERDES
Douglas Willmore, City Manager
By:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
Dated: , 2017 ALESHIRE & WYNDER, LLP
IM
Laura A. Walker, Esq.
Attorneys for Defendant CITY OF RANCHO
PALOSVERDES
"SIGONA"
Dated: , 2017 By:
Rocco Sigona
APPROVED AS TO FORM:
Dated: , 2017 LEVINE & BLIT, LLP
Ted Lippincott, Esq.
Attorney for Rocco Sigona
[END OF SIGNATURES & END OF AGREEMENT]
01203.0004/389061.2 11
A-11
IN WITNESS 1' HEREOF, the CITY has caused this AGREEMENT to be signed and
executed on its behalf by its City Manager and duly attested by its City Clerk, SIGONA has
signed and executed this AGREEMENT, and the attorneys or labor representatives for the CITY
and SIGONA, if any, have approved as to form as ol'the dates written below.
"CITY"
Dated: , 2017 CITY OF IZANCI10 PALOS VERDES
By:
Douglas Willmore, City Manager
ATTESTED TO BY:
By: _
Emily Colborn. City Clerk
APPROVED AS TO FORM:
Dated: , 2017 ALESHIRI? & WYNDER, L.LP
L --
.Walker, E q
Attorneys for Defendant CITY OF RANCHO
PAL,OS VERDES
"SIGONA"
Dated: 2017 By:
Rocco Sigot a
G`
APPROVED AS TO FORM:
Dated:2017 1..EVINI & 131-11', [11>
By:
'fed I _ ppinc ftt Es
Alt t rney fo - occo Sigona
o12n3.000r/3890611.2'
[END OF SIGNATURES & END OF AGREEMF,NTJ
12
A-12
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES
AND ROCCO SIGONA
THIS AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made
between the City of Rancho Palos Verdes ("City") and Rocco Sigona ("Contractor").
WHEREAS, the City of Rancho Palos Verdes ("CITY") is seeking the professional
services of an individual to be a camera operator and editor of its educational access channel
(Channel 33 / RPVty) and its cable television studio; and
WHEREAS, Rocco Sigona has served in this capacity for CITY and has demonstrated
to CITY that he is qualified to perform these services on behalf of CITY;
NOW, THEREFORE, THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement")
is made and entered into this 4th day of August, 2015, by and between THE CITY OF
RANCHO PALOS VERDES ("CITY") and Rocco Sigona ("CONTRACTOR").
CONTRACTOR and CITY are referred to collectively as "the parties."
IN CONSIDERATION of the covenants hereinafter set forth, the parties agree as
follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Description of Services
During the term of this agreement, CONTRACTOR shall serve as CITY's RPVty
Associate Producer. In that regard, CONTRACTOR shall be responsible for all technical
aspects of the TV productions created with RPVty equipment and resources. RPVty Programs
are expected to have a general interest to the residents and surrounding community of Rancho
Palos Verdes, within the Guidelines set by the RPVty Policies and Procedures. Associate
Producer(s) are the direct technical supervisor(s) in charge of creating original content for
RPVty under the guidance of the RPVty Station Manager and the City Manager.
Responsibilities include, but are not limited to:
1. Proper maintenance and care of RPVty Equipment and resources.
2. Using Video Cameras with or without supervision at various locations as
need by the RPVty Station Manager and Staff.
3. Checking out equipment and taking proper care of RPVty Camera equipment
on Remote (Field) and Studio Shoots. Responsibility for delivery and labeling of
all Raw Video to RPVty Station Manager.
4. Aiding in set up of RPVty Studio programs or multi -camera field productions
and breakdown.
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5. Editing TV Programs under the supervision of RPVty Station Manager and
Contract Staff (Producers).
6. Assisting in special RPVty projects as needed by the City of Rancho Palos
Verdes, and as needed by the City Manager and/or RPVty Station Manager.
CONTRACTOR shall perform said duties professionally and with due diligence in a timely
manner that is consistent with industry standards for professional skill and care and in
accordance with all applicable City rules and policies, which shall be provided to
CONTRACTOR by the City Manager. CONTRACTOR shall report to the City Manager or to
the City Manager's designee. Any purchase of supplies or equipment shall be made in
accordance with the City's purchasing policies and shall be pre -approved by the City Manager
or the City Manager's designee.
ARTICLE 2
COMPENSATION
2.1 Fee
(a) CITY will compensate CONTRACTOR at the rate of $20.00 per hour, on
an as -needed basis, not -to -exceed an average of 20 hours per week, unless first approved
in writing by the City Manager or her/his designee.
(b) CITY may request additional specified work under this Agreement. All
such work must be authorized in writing by the City Manager prior to commencement by
CONTRACTOR.
2.2 Pavment Address
All payments due CONTRACTOR shall be paid to CONTRACTOR at the
address provided by CONTRACTOR to CITY, which is set forth in Article
6.10 of this Agreement.
2.3 Terms of Compensation
CONTRACTOR will submit invoices to CITY twice monthly. CITY will pay all
undisputed invoice amounts within 30 days of receipt of the invoice. CITY will use its best
efforts to notify CONTRACTOR of any disputed invoice amounts or claimed completion
percentages within 15 days of the receipt of each invoice. However, CITY's failure to timely
notify CONTRACTOR of a disputed amount shall not be deemed a waiver of CITY's right to
challenge that amount.
Additionally, if CITY fails to pay any undisputed amounts due CONTRACTOR
within 60 days after invoices are received by CITY, then CONTRACTOR shall have the right
to consider that default a total breach of this Agreement, and this Agreement may be
terminated by CONTRACTOR upon 10 working days' advance written notice to CITY.
2.4 Term of Agreement
This Agreement shall commence on the day it is signed, and shall terminate on
June 30, 2016, unless further extended upon the mutual agreement of the parties.
ARTICLE 3
INSURANCE
3.1 Automobile Insurance
CONTRACTOR shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect, an automobile insurance policy that complies with
the requirements of State law.
3.2 Workers' Compensation Insurance
CONTRACTOR will maintain in force at all times during the performance of
work under this Agreement workers' compensation insurance as required by law.
3.3 Certificate of Insurance
At all times during the term of this Agreement, CONTRACTOR shall maintain
on file with the CITY Clerk certificates of insurance showing that the required policies are in
effect.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time, with or without cause, by
either party upon 30 days prior written notice; provided, however, that if CONTRACTOR
violates any applicable City policy while performing his duties pursuant to this Agreement,
CITY may terminate this Agreement immediately. Notice shall be deemed served upon
deposit in the United States Mail of a certified or registered letter, postage prepaid, return
receipt requested, addressed to the other party, or upon personal service of that notice to the
other party, at the address set forth in Article 6.10.
(b) In the event of termination or cancellation of this Agreement by
CONTRACTOR or CITY, due to no fault or failure of performance by CONTRACTOR,
CONTRACTOR shall be paid compensation for all services performed in accordance with all
of the terms and provisions of this Agreement prior to the effective date of termination or
cancellation; provided, in no event shall the amount of money paid under the foregoing
provisions of this paragraph exceed the amount of total compensation that would have been
paid to CONTRACTOR for the full performance of the services, as specified in Article 2.1.(a).
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final reports and other documents prepared by CONTRACTOR pursuant to
this Agreement are instruments of service, which shall be deemed the CITY'S property. If a
document is prepared by CONTRACTOR on a computer, CONTRACTOR shall prepare such
document in a Microsoft® Word 2013 or lower format for text, and AutoCAD 2006 or lower
format for plans. In addition, CONTRACTOR shall provide CITY with those documents both
in a printed format and via digital media.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
CITY's representative shall be the City Manager or the City Manager's
designee. CONTRACTOR shall represent her/himself.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONTRACTOR shall comply with all
applicable provisions of the California Fair Employment Practices Act (California Government
Code Sections 12940-48), the applicable equal employment provisions of the Civil Rights Act
of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. §
11200, et seg.).
6.3 Personnel
If first approved by the City Manager, CONTRACTOR may associate with or
recommend that CITY employ part time staff or student interns to operate Channel 33 or the
cable studio.
6.4 Conflicts of Interest
CONTRACTOR agrees not to accept any employment or representation during
the term of this Agreement, or within 12 months after completion of the work under this
Agreement, which is or may likely make CONTRACTOR "financially interested" (as provided
in California Government Code Section 1090 and 87100) in any decisions made by CITY on
any matter in connection with which CONTRACTOR has been retained pursuant to this
Agreement.
6.5 Legal Action
(a) Should either party to this Agreement bring legal action against the other,
the case shall be brought in a court of competent jurisdiction in Los Angeles County,
California, and the party prevailing in that action shall be entitled to recover its costs of
•
litigation, including reasonable attorneys' fees, which shall be fixed by the judge hearing the
case, and such fees shall be included in the judgment.
(b) Should any legal action involving the Project be brought against CITY by
a party other than CONTRACTOR, and should that action require the testimony of
CONTRACTOR when there is no allegation that CONTRACTOR was negligent, CITY shall
compensate CONTRACTOR for its testimony and preparation to testify at the hourly rates in
effect at the time of such testimony.
6.6 Assignment
This Agreement shall not be assignable by either party without the prior written
consent of the other party.
6.7 Independent Contractor
CONTRACTOR is and shall at all times remain, as to the CITY, a wholly
independent CONTRACTOR. Neither the CITY nor any of its agents shall have control over
the conduct of CONTRACTOR or any of the CONTRACTOR'S employees, except as herein
set forth. CONTRACTOR expressly warrants not to, at any time or in any manner, represent
that it, or any of its agents, servants or employees, are in any manner agents, servants, or
employees of CITY, it being understood that CONTRACTOR is, and shall at all times remain
to CITY, a wholly -independent CONTRACTOR and that CONTRACTOR'S obligations to
CITY are solely those set forth in this Agreement.
6.8 Captions
The captions used in this Agreement are for general reference only and are not
part of the Agreement.
6.9 Entire Agreement
This Agreement represents the entire and integrated Agreement between CITY
and CONTRACTOR and supersedes all prior negotiations, representations, or agreements,
whether written or oral. This Agreement may be modified or amended only by a subsequent
written agreement signed by both parties.
6.10 Notices
All notices pertaining to this Agreement shall be in writing and addressed as
follows:
If to CONTRACTOR:
Mr. Rocco Sigona
If to CITY:
Mr. Doug Willmore, City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
TO EFFECTUATE THIS AGREEMENT, the parties have executed this
Agreement as of the dates set forth below.
"CONTRACTOR"
ROCCO SIGONA
AN
Date
CITY OF RANCHO PALOS VERDES,
a Municipal Corporation
BY:
MAYOR
Date:
ATTEST:
CITY CLERK
•
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("AMENDMENT") by and between the CITY OF RANCHO PALOS VERDES ("CITY") and
Rocco Sigona ("CONTRACTOR") is effective as of the 19th day of April, 2016.
RECITALS
A. CITY and CONTRACTOR entered into that certain AGREEMENT for Contractual
Services dated August 18, 2015 ("AGREEMENT") whereby CONTRACTOR agreed to provide
Associate Producer Services.
B. CITY and CONTRACTOR now desire to amend the AGREEMENT to increase the
not -to -exceed hours worked by CONTRACTOR from twenty (20) hours per week to thirty (30)
hours per week and to increase the total not -to -exceed amount of the AGREEMENT to $30,000.00.
1. Contract Changes. The AGREEMENT is amended as follows:
(a) Section 2.1 "Fee" subsection (a) is amended to read as follows:
"CITY will compensate CONTRACTOR at the rate of $20.00 per hour, on an as -needed
basis, not -to -exceed 30 hours per week, unless first approved in writing by the City Manager and
her/his designee."
(b) Subsection (c) is added to Section 2.1 "Fee" to read as follows:
"For the services rendered pursuant to this AGREEMENT, CONTRACTOR shall be
compensated in an amount not exceeding the maximum contract amount of Thirty Thousand
Dollars ($30,000) ("CONTRACT SUM").
(c) Section 6.10 "Notices" is amended to include CONTRACTOR's address
as follows:
"If to CONTRACTOR:
Mr. Rocco Sigona
164 W. 220t" Street #8
Carson, CA 90745"
2. Continuing Effect of Agreement. Except as amended by this AGREEMENT, all
provisions of the AGREEMENT shall remain unchanged and in full force and effect. From and
01203.0004/293388.1
-1- A-19
after the date of this AMENDMENT, whenever the term "AGREEMENT" appears in the
AGREEMENT, it shall mean the AGREEMENT, as amended by this AMENDMENT to the
AGREEMENT.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. CITY and
CONTRACTOR each ratify and reaffirm each and every one of the respective rights and
obligations arising under the AGREEMENT. Each party represents and warrants to the other that
there have been no written or oral modifications to the AGREEMENT other than as provided
herein. Each party represents and warrants to the other that the AGREEMENT is currently an
effective, valid, and binding obligation.
CONTRACTOR represents and warrants to CITY that, as of the date of this
AMENDMENT, CITY is not in default of any material term of the AGREEMENT and that there
have been no events that, with the passing of time or the giving of notice, or both, would constitute
a material default under the AGREEMENT.
CITY represents and warrants to CONTRACTOR that, as of the date of this
AMENDMENT, CONTRACTOR is not in default of any material term of the AGREEMENT and
that there have been no events that, with the passing of time or the giving of notice, or both, would
constitute a material default under the AGREEMENT.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this AMENDMENT.
5. Authority. The persons executing this AGREEMENT on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this AGREEMENT on behalf of said party, (iii) by so executing this
AGREEMENT, such party is formally bound to the provisions of this AGREEMENT, and (iv) the
entering into this AGREEMENT does not violate any provision of any other AGREEMENT to
which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
- 2 - A-20
01203.0004/293388.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
ATTEST:
Carla Morreale, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Ales ire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
lCenDyda, •
CONTRACTOR:
By. CC
Name: Rocco Sigona
Title:
By: hjrr L1
Name:
Title:
Address:
l� f lid, ,2-n� a-4
4 _
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY.
-3- A-21
01203.0004/293388.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 Califo nia
County of )
On it � a016 l before me, fir/' 6� c__ ,
Date Here Insert Name and Title of fhe Officer
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persoro<"whose name�olis/ ire'
subscribed to the within instrument and acknowledged to me that he/ xecuted the same in
his/4eW4heiFeuthorized capacitylieW, and thatb his/��signature on the instrument the personX,
or the entity upon behalf of which the personXacted, executed the instrument.
CARLA MORREALE
COMM. #2085504 -�
NOTARY PUBLIC • CALIFORNIA
LOS ANGELES COUNTY
Canmission Expires NOV 7, 2018
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 andofficial seal.
Signature Q --
Signature of Notary Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
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