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CC SR 20160419 D - RPVtv Rocco Sigona Amendment to AgmtRANCHO PALOS VERDES CITY COUNCIL AGENDA REPORT AGENDA DESCRIPTION: MEETING DATE: 04/19/2016 AGENDA HEADING: Consent Calendar Consideration and possible action to amend the agreement with Rocco Sigona for Associate Producer services RECOMMENDED COUNCIL ACTION: (1) Amend the agreement with Rocco Sigona to provide Associate Producer services on an as -needed basis, not -to -exceed 30 hours per week, and to be compensated in an amount not -to -exceed $30,000. FISCAL IMPACT: None Amount Budgeted: Additional Appropriation: Account Number(s): ORIGINATED BY: Gabriella Yap, Deputy City Manager_; REVIEWED BY: Same APPROVED BY: Doug Willmore, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Draft Amendment to Agreement with Rocco Sigona (page A-1) B. Agreement with Rocco Sigona (page B-1) BACKGROUND AND DISCUSSION: The City's cable channels, RPVty and PVPty, are managed and staffed by contractors who manage and program the channel, as well as perform the filming, editing, and production functions. The City has agreements with three Associate Producers, as well as the RPVty Station Manager who directs their work. Mr. Sigona is one of the Associate Producers and he primarily does filming and editing. The RPVty Station Manager and Staff have found that there has been an increased need for these services due to the addition of the second cable channel (PVPty) and public safety cable projects. Mr. Sigona's agreement was budgeted for approximately 20 hours per week, or $20,800 for the year. However, with the additional channel and projects, it appears that Mr. Sigona's services are needed for closer to 30 hours per week, or an estimated $30,000 for his agreement. This amendment would not increase the budget for RPVty and would be offset by a reduction in production hours. 1 ALTERNATIVES: In addition to the Staff recommendation, the following alternative actions are available for the City Council's consideration: Do not amend Mr. Sigona's agreement, and direct Staff to find another contractor to provide the filming and editing services for the remainder of the fiscal year. 2 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. TERMS 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 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 -1- A-1 01203.0004/293388.1 I 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] 01203.0004/293388.1 -2- 2 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. Aleshire, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ken Dyda, Mayor CONTRACTOR: By: By: Name: Rocco Sigona Title: Name: Title: Address: 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. 01203.0004/293388.1 -3- A-3 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 On , 2015 before me, personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01203.0004/293388.1 A-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 On , 2015 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLES) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01203.0004/293388.1 A-5 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. 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 Payment 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. "CONTRACjOR" ROCCO ONA 37 Date CITY OF RANCHO PALOS VERDES, a Municipal Corporation BY: MAYOR IS� Date: ATTEST: N-"' CITY CLERK