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HomeMy WebLinkAboutAGR-5689.D - CHAPMAN UNIVERSITY - ASSISTED PRODUCTION OF CITY COUNCIL AND PLANNING COMMISSION MEETINGSDocusign Envelope ID:43EE8A56-9004-46BD-9492-46454DEFB8A2 os C fgr-5689.D AGREEMENT FOR CHAPMAN UNIVERSITY TO ASSIST IN THE PRODUCTION OF CITY COUNCIL AND PLANNING COMMISSION MEETINGS THIS AGREEMENT FOR CHAPMAN UNIVERSITY TO ASSIST IN THE PRODUCTION OF CITY COUNCIL AND PLANNING COMMISSION MEETINGS (the Agreement") is made at Orange, California, as of January 12,26 , 2025 (herein referred to as the"Effective Date")by and among the CITY OF ORANGE, a municipal corporation("City") and CHAPMAN UNIVERSITY, a California nonprofit 501(c)(3)("Chapman"),with its principal office for purposes of this Agreement at One University Drive, in the City of Orange, State of California,with reference to the following: The City and Chapman desire to provide Chapman students at the Dodge College of Film and Media Arts the educational experience of filming City Council and Planning Commission meetings. NOW,THEREFORE,the City and Chapman agree as follows: L Scone of Work. Subject to the terms and conditions set forth in this Agreement, Chapman shall provide to the reasonable satisfaction of City, the services set forth in Exhibit A, which are attached hereto and incorporated herein by this reference. All services provided shall conform to all federal, state and local laws, rules and regulations. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit A to the contrary. 2 Compensation and Fees. No compensation shall be owed to Chapman from the City. This Agreement shall be for the sole purpose of providing Chapman students the educational experience of filming City Council and Planning Commission meetings. 3. Designated Persons. Only those persons designated in Exhibit "A", if any, shall perform work provided for under this Agreement provided that it is understood by the parties that clerical and other nonprofessional work may be performed by other employees ofChapman. 4 Assignment or Subcontracting. No assignment or subcontracting by Chapman of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has had the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his designee. 5 Indemnity. a To the fullest extent permitted by law,each party("the indemnifying party") agrees to indemnify, defend and hold the other party ("the Indemnitees"), its Council, trustees, officers, employees and representatives of the Indemnitees entirely harmless from all liability arising out of: Docusign Envelope ID:43EE8A56-9004-46BD-9492-46454DEFB8A2 1) Any and all claims under worker's compensation acts and other employee benefit acts with respect to the indemnifying party's employees or contractor's employees arising out of the performance under this Agreement;and 2) Any claim, loss, injury to or death of persons or damage to property to the indemnitees caused by any act, neglect, default, or omission other than a professional act or omission of the indemnifying party, or person, firm or corporation employed by indemnifying party, either directly or by independent contract,including all damages due to loss or theft sustained by any person,firm or corporation including the Indemnitees,or any of them,arising out of,or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of the Indemnitees. At its own expense, cost and risk, the indemnifying party shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. c.The indemnification obligations set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to both parties. 6.Insurance. a Chapman shall carry workers compensation insurance as required by law for the protection of its employees during the progress of the work. Chapman understands that it is an independent contractor and not entitled to any worker's compensation benefits under any City program. b. Chapman shall maintain during the life of this Agreement, comprehensive general liability insurance or commercial general liability insurance written on an occurrence basis providing for a combined single limit of$2 million for bodily injury,death and property damage. c.Chapman shall maintain during the life of this Agreement, automotive liability insurance on a comprehensive form covering all owned,non-owned and hired automobiles providing for a combined single limit of$1,000,000 for bodily injury,death and property damage. d. Each policy of general liability and automotive liability shall provide that City, its officers, agents, and employees are declared to be additional insureds under the terms of 2 Docusign Envelope ID:43EE8A56-9004-46BD-9492-46454DEFB8A2 the policy, but only with respect to the work performed by Chapman under this Agreement. A policy endorsement to that effect shall be provided to the City along with the certificate of insurance. e.The insurance policies maintained by Chapman shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. E Before Chapman performs any work or prepares or delivers any materials, Chapman shall furnish certificates of insurance and endorsements,as required by City,evidencing the aforementioned general liability and automotive insurance. Chapman agrees that the insurance in force will not be canceled or allowed to lapse without at least ten(10) days prior written notice to City. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Chapman shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide. h Chapman shall notify the City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by the City. . i Chapman agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Chapman shall look solely to its insurance for recovery. Chapman hereby grants to the City,on behalf of any insurer providing insurance to either Chapman or to the City with respect to the services of Chapman herein,a waiver of any right to subrogation which any such insurer of said Chapman may acquire against the City by virtue of the payment of any loss under such insurance. Chapman shall furnish separate certificates and endorsements for each subcontractor to the City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 7. Termination. The City,acting through its City Manager or designee,or Chapman, acting through its Executive Vice President and Chief Operating Officer, reserve the right to terminate this Agreement for any reason by providing a 10-day written notice of intent to terminate. 8 Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Chapman agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 9 Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 3 Docusign Envelope ID:43EE8A56-9004-46BD-9492-46454DEFB8A2 10. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally or by first class mail,postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices may also be sent by either e-mail or U.S. Mail. Notices shall be deemed received upon receipt of same or within 3 days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission. CHAPMAN" CITY" Chapman University City of Orange One University Drive 300 E. Chapman Avenue Orange,CA 92866 Orange, CA 92866-1591 Attn.: Brian Thomason Attn.: City Manager Telephone No.: 714-744-2203 E-Mail Address: bthomason@chapman.edu E-Mail Address: cminfo@cityoforange.org 4 Docusign Envelope ID:43EE8A56-9004-46BD-9492-46454DEFB8A2 11. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. CHAPMAN" CITY" CITY OF ORANGE,a municipal corporation CHAPMAN UNIVERSITY r Signed by: B y` I vi y y' l car2srOC2worro\... Printed Name:Brian Thomason Jarad Hildenbrand, City Manager Title: Interim EVP& COO ATTEST: DOCUSIynod by: JuithWur For wr•• coora.11, Pamela Coleman, City Clerk APPROVED AS TO FORM: DocuslenSd by: cocw'an=t V Nathalie Adourian City Attorney 5 Docusign Envelope ID:43EE8A56-9004-46BD-9492-46454DEFB8A2 EXHIBIT"A" SUPPORT SERVICES In recognizing the ongoing partnership the City has enjoyed with Chapman University Chapman"), upon execution of this Agreement, Chapman; at no cost to the City, may assist and support the City and its broadcast services contractor,Darren Doerschel and Associates,in broadcasting City Council and Planning Commission meetings. Pursuant to the existing agreement between the City and Darren Doerschel and Associates Doerschel), Doerschel shall continue to take lead in broadcasting City Council and Planning Commission meetings with Chapman assuming a support role to Doerschel. Peter M. Witzner, Adjunct Professor for the Chapman University Dodge College of Film and Media Arts shall be the contact person for all matters related to Chapman students supporting the City and Doerschel film City Council and Planning Commission meetings.