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CC SR 20150804 K - Professional Services Agreements for RPVtv PersonnelCITYOF MEMORANDUM PALOS VERDES TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS FROM: SEAN M. ROBINSON, HUMAN RESOURCES MANAGER' DATE: AUGUST 4, 2015 SUBJECT: PROFESSIONAL SERVICES AGREEMENTS FOR RPVty PERSONNEL REVIEWED: DOUG WILLMORE, CITY MANAGER Mltt) RECOMMENDATION Authorize the Mayor and City Clerk to sign Professional Services Agreements with Mark Doddy, Station Manager, Maria Serrao, Producer, and Rocco Sigona, Associate Producer, to provide television duties for RPVty. BACKGROUND Since 2008, Mark Doddy has been providing Station Manager services to the City on a contract -basis. On October 1, 2013, the Third Amendment to his Professional Services Agreement was approved by the City Council. As part of his duties, Mr. Doddy also manages certain contract staff in the operations of the station. Ms. Serrao and Mr. Sigona are two such contractors. DISCUSSION The Third Amendment to Mr. Doddy's contract provided for an hourly rate of $34 per hour and a not -to -exceed work schedule of 30 hours per week for a period ending on June 30, 2015. This new, proposed Professional Services Agreement details an hourly rate of $45 per hour and an average work schedule of 40 hours per week for Mr. Doddy. The City contemplates establishing an internal Station Manager position. In the interim, Staff recommends the approval of this Professional Services Contract, with renewal options to be brought to the City Council on an annual basis, as needed. Additionally, Professional Services Agreements with Maria Serrao, Producer, and Rocco Sigona, Associate Producer are included to provide continued support of RPVty via contract services for production, camera work, writing, and editing. The attached 1 RPVty Professional Services Agreements August 4, 2015 Page 2 of 2 Professional Services Agreements for Maria Serrao and Rocco Sigona set their hourly rates at $30 for Ms. Serrao and $20 for Mr. Sigona, respectively. The hours of work dedicated to their PSAs represent an average of 20 hours per week over the course of a Fiscal Year, for a total average of 1,040 hours annually. FISCAL IMPACT The total anticipated annual charge for Mr. Doddy's contract is a not -to -exceed amount of $93,600. The total anticipated annual charges for Ms. Serrao's and Mr. Sigona's contracts are not -to -exceed amounts as follows: Serrao - $31,200; Sigona - $20,800. Funding for these services are included in the adopted City Administration FY2015/16 Budget. Attachments: Exhibit A — Professional Services Agreement — Doddy (page 3) Exhibit B — Professional Services Agreement — Serrao (page 9) Exhibit C — Professional Services Agreement — Sigona (page 15) 2 AGREEMENT FOR PROFESSIONAL BETWEEN THE CITY OF RANCHO PALOS VERDES AND MARK DODDY THIS AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made between the City of Rancho Palos Verdes ("CITY") and Mark Doddy ("Contractor") WHEREAS, the City of Rancho Palos Verdes ("CITY") is seeking the services of an individual to be the full-time, independent, contracted Station Manager of its educational access channel (Channel 33 / RPVty) and its cable television studio; and WHEREAS, Mark Doddy has served in this capacity since January 16, 2008, and has represented 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 4t" day of A u g u s t, 2015, by and between THE CITY OF RANCHO PALOS VERDES ("CITY") and Mark Doddy ("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 Station Manager. In that regard, CONTRACTOR shall be responsible for the overall operation and programming of RPVty, the operation of CITY's cable television studio and the equipment located therein. Contractor shall ensure that RPVty Programs and content have a general interest to the residents and surrounding community of Rancho Palos Verdes, within the Guidelines set by the RPVty Polices and Procedures. In addition, CONTRACTOR shall supervise and coordinate the volunteers, City Staff, Independent Contractors and student interns who perform work in connection with RPVty and the cable television studio. 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. 9 ARTICLE 2 COMPENSATION 2.1 Fee (a) CITY will compensate CONTRACTOR at the rate of $45.00 per hour at an average of 40 hours per week, unless first approved in writing by the City Manager or her/his designee. (a) 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 11 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 f i n a I 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 seq.). 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 RPVty 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 Al • 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 Aareement 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. 7 6.10 Notices All notices pertaining to this Agreement shall be in writing and addressed as follows: If to CONTRACTOR: Mr. Mark J. Doddy 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" MARK J. DODDY, Date CITY OF RANCHO PALOS VERDES A Municipal Corporation BY: MAYOR Date ATTEST: CITY CLERK AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND MARIA SERRAO THIS AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made between the City of Rancho Palos Verdes ("City") and Maria Serrao ("Contractor"). WHEREAS, the City of Rancho Palos Verdes ("CITY") is seeking the professional services of an individual to be a producer for its educational access channel (Channel 33 . RPVty) and its cable television studio; and WHEREAS, Maria Serrao has served in this capacity for CITY and has demonstrated to CITY that she is qualified to perform these services on behalf of CITY; NOW, THEREFORE, THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this 4t" day of August, 2015, by and between THE CITY OF RANCHO PALOS VERDES ("CITY") and Maria Serrao ("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 Producer. In that regard, CONTRACTOR shall be responsible for all facets 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. Producer(s) are the direct creative supervisor(s) in charge of creating original or selecting bicycled TV content for RPVty under the guidance of the RPVty Station Manager and the City Manager. Responsibilities include, but are not limited to: 1. Creating, producing, supervising, editing, and delivering finished TV products to the RPVty Station Manager in a timely manner. 2. Reserving and checking out equipment for Productions. 3. Setting up dates and times of Productions and use of RPVty resources in coordination with the RPVty Station Manager and other RPVty staff, producers, interns, and volunteers. 4. Aiding in the assistance and instruction of interns and volunteers; and assisting in maintaining a communication portal for RPVty to the general public and residents of the Peninsula. 01 5. 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 $30.00 per hour, on an as -needed basis, not -to -exceed an average 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. 10 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 her 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 11 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 12 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. 13 6.10 Notices All notices pertaining to this Agreement shall be in writing and addressed as If to CONTRACTOR: Ms. Maria Serrao 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" MARIA SERAO Date CITY OF RANCHO PALOS VERDES, a Municipal Corporation BY: MAYOR Date ATTEST: CITY CLERK 14 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. 15 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. 16 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). 17 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. 19 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 20