HomeMy WebLinkAboutPartners for a Safer America, Inc., DBA Jail Advertising Network - 2017-04-17 SERVICE AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
PARTNERS FOR A SAFER AMERICA,INC.,DBA
JAIL ADVERTISING NETWORK
FOR
LAW-RELATED AND INFORMATIONAL SERVICES
THIS AGREEMENT C'Agreement")is made and entered into by and between the City of
Huntington Beach a municipal corporation of the State of California, hereinafter called "City,"
and Partners for a Safer America, Inc., dba Jail Advertising Network, a Nevada corporation,
hereinafter referred to as"Contractor."
II
Recitals {
A. The City desires to retain a Contractor having special skill and knowledge in the field of �]]]
law-related and informational services for inmates housed on jail premises.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a comparable company or fnm in the field.
Contractor has been selected to perform these services pursuant to Huntington Beach
Municipal Code Chapter 3.02,
NOW,THEREFORE,it is agreed by City and Contractor as follows:
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1. Scope of Services
Contractor shall provide all services as described in Exhibit"A,"which is attached hereto
and incorporated into this Agreement by this reference. These services shall sometimes
hereinafter be referred to as the"Project."
Contractor hereby designates Wanda Dunbar, who shall represent it and be its sole
contact and agent in all consultations with City during the performance of this Agreement.
2. City Staff Assistance
City shall assign a staff coordinator to work directly with Contractor in the performance
of this Agreement.
3. Compensation
In consideration of the performance of the services described herein,CONSULTANT
agrees to pay CITY as follows:
A. As compensation for allowing CONSULTANT to install law-related and
information services boards on the premises of the Huntington Beach Jail,the City shall receive
seventy percent(70%)of gross revenues earned annually,with a minimum of one thousand
dollars($1,000)annually. The compensation received is to help offset the cost of providing
services for hunates housed on the premises of the City Jail.
B. CONSULTANT shall make a complete and accurate accounting of the
gross revenue provided by the service boards and shall deliver the accounting and City's first
payment no later than
C. The first payment shall be equal to the City's share of six(6)months
revenue generated by CONSULTANT. CONSULTANT shall then deliver payments every six
months through the duration of the Agreement. CONSULTANT shall deliver CITY's check
within seven,(7)days from official notification by a member of the City Police Department
Correctional Staff of the timely installation on or before the contract replacement dates reflected
in this Agreement.
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D. As used in this paragraph,the term"gross revenue"shall mean the total
amount of the advertising,charges or other advertising compensation owed to CONSULTANT
from persons,and/or agencies placing their names,addresses and/or telephone numbers on
advertisements placed on CONSULTANT's service boards,without regard,and not to include,
any amounts for bad debt,late payments,non-payment,etc.,associated without amount owed to
CONSULTANT.
E. CONSULTANT shall mail payments to CITY at the following address.-
City of Huntington Beach Police Department
Attn: Detention Administrator
2000 Main Street
Huntington Beach, CA 92648
F. CONSULTANT shall maintain financial records adequate to show that
City funds paid or received under this Agreement were used for purposes consistent with the
terms of the Agreement. These records shall be maintained during the term of this Agreement
and for a period of three(3)years from termination of this Agreement or until all claims, if any,
have been resolved,whichever period is longer.
4. Terin
Time is of the essence of this Agreement. The services of Contractor are to commence as
soon as practicable after the execution of this Agreement by City (the "Commencement Date")
and terminate three (3) years from the commencement date, unless terminated earlier in
accordance with the provisions of this Agreement. All tasks specified in Exhibit "A" shall be
completed no later than sixty (60) working days from the Commencement Date. The time for
performance of the tasks identified in Exhibit"A"are generally to be shown in Exhibit"A."This
schedule and Tenn may be amended to benefit the Project if mutually agreed to in writing by
City and Contractor.
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In the event the Commencement Date precedes the Effective Date, Contractor shall be
bound by all terms and conditions as provided herein.
5. Extra Work
In the event City requires additional services not included in Exhibit "A" or changes in
the scope of services described in Exhibit "A," Contractor will undertake such work only after
receiving written authorization from City. Additional compensation for such extra work shall be
allowed only if the prior written approval of City is obtained.
6. Disposition of Service Boards and Encasements
Upon expiration or termination of this Agreement, City will remove the service boards
and encasements, and return them to Contractor at 74998 Country Club Drive, #220-306 Palm
Desert,CA 92660,unless the parties agree otherwise.
7. Indemnification and Hold Harmless
i
Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its ,
officers, elected or appointed officials, employees, agents, and volunteers from and against any
and all, claims, damages, losses, expenses, judgments, demands and defense costs, and
consequential damage or liability of any kind or nature, however caused, arising directly or
indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole
or in part by any negligent act or omission of the Contractor,any subcontractors, anyone directly
or indirectly employed by any of them or anyone for whose acts any of there may be liable,
including but not limited to concurrent active or passive negligence, except where caused by the
sole negligence, or willfid misconduct of the City. Contractor will conduct all defense at its sole
cost and expense.and City shall approve selection of Contractor's counsel. This indemnity shall
apply to all claims and liability regardless of whether any insurance policies are applicable. The
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t
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policy limits do not act as a limitation upon the amount of indemnification to be provided by
Contractor.
S. General Liability Insurance
Contractor shall obtain and furnish to City,a policy of general public liability insurance.
This policy shall indemnify Contractor, its officers, employees and agents while acting within
the scope of their duties, against any and all claims arising out or in connection with the
Project/Service, and shall provide coverage in not less than the following amount. combined
single limit bodily injury and property damage,including products/completed operations liability
and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If
coverage is provided under a form which includes a designated general aggregate limit, the
aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service.
This policy shall name City, its officers, elected or appointed officials, employees, agents, and
volunteers as Additional Insureds, and shall specifically provide that any other insurance
coverage which may be applicable to the'Project/Service shall be deemed excess coverage and
that Contractor's insurance shall be primary,
Under no circumstances shall said above-mentioned insurance contain a self-insured
retention,or a"deductible"or any other similar form of limitation on the required coverage.
9. Certificate of Insurance
Prior to commencing performance of the work.hereunder,Contractor shall furnish to City
a certificate of insurance subject to approval of the City Attorney evidencing the foregoing
insurance coverage as required by this Agreement;the certificate shall:
a. provide the name and policy number of each carrier and policy;
b, state that the policy is currently in force;and
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c. promise that such policy shall not be suspended, voided or canceled by either party,
reduced in coverage or in limits except after thirty (30) days' prior written notice;
however, ten (10) days' prior written notice in the event of cancellation for
nonpayment of premium.
Contractor shall maintain the foregoing insurance coverage in force until the work under
this Agreement is fully completed and accepted by City.
The requirement for carrying the foregoing insurance coverage shall not derogate from
Contractor's defense, hold harmless and indenmification obligations as set forth in this
Agreement. City or its representative shall at all times have the right to demand the original or a
copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required.
10. Independent Contractor
Contractor is, and shall be, acting at all times in the performance of this Agreement as an
independent contractor herein and not as an employee of City. Contractor shall secure at its own
cost and expense, and be responsible for any and all payment of all taxes, social security, state
disability insurance compensation,unemployment compensation and other payroll deductions for
Contractor and its officers, agents and employees and all business licenses, if any, in connection
with the Project and/or the services to be performed hereunder.
11. Conflict of Interest
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
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12. Termination
This Agreement may be terminated by either party, with or without cause, upon thirty
(30) days written notice of termination. Any termination of this Agreement by either party shall
be made in writing,notice of which shall be delivered to the party as provided herein.
13. Exclusivity and Amendment
This Agreement represents the complete and exclusive statement between the City and
Contractor,and supersedes any and all other'agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the -
teens of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Contractor. The parties -
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party,which are not embodied herein.
14. Assignment _
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign,transfer,delegate,or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void.
15. City Employees and Officials
Contractor shall employ no City official not any regular City employee in the work
performed pursuant to this Agreement. No officer or employee of City shall have any financial
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interest in this Agreement in violation of the applicable provisions of the California Government
Code.
16. Notices
Any notices, certificates, or other communications hereunder shall be given either by
personal delivery to Contractor's agent(as designated in Section 1 hereinabove)or to City as the
situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and
depositing the same in the United States Postal Service, to the addresses below. City and
Contractor may designate different addresses to which subsequent notices, certificates or other
communications will be sent by notifying the other party via personal delivery, a reputable
overnight carrier or U.S. certified U.S. certified nail-return receipt requested:
To City: To Contractor:
City of Huntington Beach Partners for a Safer America,Inc.,
Attn: Detention Administrator dba Jail Advertising Network
2000 Main Street Attu: Wanda Dunbar,President
Huntington Beach,CA 92648 74998 Country Club Drive,#220-306
Palm Desert,CA 92260
17. Consent
When City's consent/approval is required under this Agreement,its consent/approval for
one transaction or event shall not be deemed to be a consent/approval to any subsequent
occurrence of the same or any other transactions or event.
18. Modification
No waiver or modification of any language in this Agreement shall be valid unless in
writing and duly executed by both parties.
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19. Section Headings
The titles, captions, section, paragraph and subject headings, and descriptive phrases at
the beginning of the various sections in this Agreement are merely descriptive and are included
solely for convenience of reference only and are not representative of matters included or
excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
20. Interpretation of this Aareement
The language of all parts of this Agreement shall in all cases be construed as a whole,
according to its fair meaning,and not strictly for or against any of the parties. If any provision of
this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,
void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and
provisions of this Agreement. No covenant or provision shall be deemed dependent upon any
other unless so expressly provided here, As used in this Agreement, the masculine or neuter
gender and singular or plural number shall be deemed to include the other whenever the context
so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law,and wherever there is any conflict between any provision
contained herein and any present or future statute, law,ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of this
Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law.
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22. DuTMeate Oriainah
The original of this Agreement and one or more copies hereto have been prepared and
signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the
date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. Immigration
Contractor shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall,in particular,comply with the provisions of the
United States Code regarding employment verification.
23. Legal Services Subcontracting Prohibited
Contractor and City agree that City is not liable for payment of any subcontractor work
involving legal services, and that such legal services are expressly outside the scope of services
contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Chat7er
Section 309, the City Attorney is the exclusive legal counsel for City; and.City shall not be liable
for payment of any legal services expenses incurred by Contractor.
24. Discrimination
Contractor shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Contractor affirms that it is an equal opportunity employer
and shall comply with all applicable federal,state and local Iaws and regulations.
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25. Jurisdiction-Venue
This Agreement and all questions relating to its validity, interpretation,performance, and
enforcement shall be government and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
26. Professional Licenses
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, _
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States,the State of California,
the City of Huntington Beach and all other governmental agencies. Contractor shall notify the
City immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
27. Attorney's Fees
In the event suit is brought by either party to construe,interpret and/or enforce the terms
and/or provisions of this Agreement or to secure the performance hereof,each panty shall bear its
own attorney's fees,such that the prevailing party shall not be entitled to recover its attorney's
fees from the nonprevailing party.
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28. Survival
Terns and conditions of this Agreement,which by their sense and context survive the
expiration or termination of this Agreement,shall so survive.
29. Governing Law
This Agreement shall be governed and construed in accordance with the laws of the State
of California.
30. Signatories
Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective patties to each of the terns of this Agreement, and
shall indemnify City hilly for any injuries or damages to City in the event that such authority or
power is not, in fact,held by the signatory or is withdrawn.
31. Entire
(a) The parties acknowledge and agree that they are entering into this
Agreement freely and voluntarily following extensive arnh's length negotiation,and that each has
had the opportunity to consult with Iegal counsel prior to executing this Agreement. The parties
also acknowledge and agree that no representations, inducements, promises,,agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that parry's
behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or
circumstance not expressly set forth in this Agreement.
(b) All Exhibits referenced herein and attached hereto shall be incorporated as if
fully set forth in the body of this Agreement.
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N 32. Effective Date
This Agreement shall be effective on deed /7 ,2017 and shall
expire when terminated as provided herein.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
PARTNERS FOR A SAFER AMERICA, CITY OF HUNTINGTON BEACH, a
INC.,DBA JAIL ADVERTISING municipal corporation of the State of
NETWORK California
��r �• � ram/ Police Chief
print name APPROVED ASW FORM:
ITS: (circle one)Chainna Presider ice President i
AN City Attorney 6 co-1
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C, ld I
print name '
I circle ogre)Secretary ltiefFinancial
Officer sst.Secretary-Treasurer
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EXHIBIT"A"
A. STATEMENT OF WORK:
CONSULTANT's Service Boards and Scope of Work
1. No later than November 30,2017, CONSULTANT shall deliver six bail bond
service boards with minimum dimensions of 18"x 30"in size. Signboards shall come complete
with frames, lexan plastic covers,hardware,and printed ad board,or nine static window cling,
clear plastic,printed sheet signs,ready for installation,to the Huntington Beach Police
Department Jail, located at 2000 Main Street,Huntington Beach,CA 92648,
2. CONSULTANT's service boards shall exclusively provide law-related
information and referral services for individuals on the premises being processed through the
criminal justice system and inmates residing on the premises. The lave-related information and
referral services shall include the names and telephone numbers of bail agents.
3. CONSULTANT agrees to sell and'maintain a minimum of three(3)ads on the
service boards during the term of this Agreement. The spaces for ads will first be made
available to licensed bail agents in Huntington Beach,second,to bail agents in Orange County,
and third,to licensed bail agents outside of Orange County,
4. All service boards shall contain the following caveat:
"Neither Partners For a Safer America nor the City of Huntington Beach warrant
the qualifications or competence of any of the persons or services listed on this service board."
5. It is understood that CONSULTANT's right to install and maintain service
boards on the premises shall be an exclusive right during the term of this Agreement.
6. CONSULTANT shall be solely responsible for the assembly,construction,
printing,and delivery to the Huntington Beach Police Department of all service boards. If
signboard encasements are used to display service boards,they must be constructed and made of
safety material(non-breakable frames,lexan plastic covers, and security screws)to prevent the
inmates frorn removing,damaging,or defacing the boards(all materials used must be approved
by the Police Facilities Maintenance prior to installation). Any damaged service board or
encasement will be removed by the CITY and must be replaced by the CONSULTANT within
thirty days(30)written or e-mail notice to the CONSULTANT. CITY agrees to install all
original service boards,and in addition,will install replacement inserts provided by
CONSULTANT,twice annually. CITY will provide CONSULTANT with new Huntington
Beach publicly distributed commercial telephone directories when they come out. In the event
that the CONSULTANT must change the information provided on the service boards more than
twice annually,the CONSULTANT agrees to reimburse the CITY for the actual costs incurred
for replacement of the boards,not to exceed Two Hundred Fifty Dollars($250.00).
Ex.A,page 1
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B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
CONSULTANT is responsible for:
1. Securing and executing an agreement with each Bail Bond Agent,who desires to
advertise on the service boards using the following criteria:
a. All Agency Trade Names appearing on service boards must be on file
with the Department of Insurance and approved for use by the licensed agency owner.
b. Each bail bond agency owner wishing to place an ad on service boards
must hold a valid bail bond license with the California State Department of Insurance(Insurance
Code Section 1800,75), The City reserves the right to block or remove any non-licensed or non-
qualified agency information card from service boards.
C. All employees licensed to conduct bail must also be approved to solicit
bail bonds under the owner's approved Trade Name.
d. All display ad style information cards must comply with Department of
Insurance regulations and may include agent pictures,agency name,telephone numbers,
address, services available and any other information the agency owner feels is pertinent to the
business. Nothing on the display cards can be obscene,immoral or illegal.
2. PIacing the names of all licensed bail bond agents wishing to do business in the
City of Huntington Beach and wishing to advertise their services in their Correctional Facilities,
in a fair and equitable manner,on reasonably sized,professionally crafted,poster-like boards,
not to exceed 24"x 32"in size unless pre-approved by the Iuntington Beach Police Department
Detention Administrator.
3. CONSULTANT shall be responsible to randomly place all advertisements on the
service boards,and to rotate all advertisements on these service boards every six months
through the use of their web-based"internet Drawing Program." This program allows all
advertisers to participate in specially scheduled random rotation drawings held on the Internet.
Details for participation will be provided to qualified advertisers at the time they secure an
advertising contract with CONSULTANT.
4. Charging persons purchasing advertising space on the service boards a minimum
of$125 per month,during the first year of this agreement,with an optional per month increase
of twenty-five dollars($25.00)each year for the remainder of the contract term with the
approval of the Chief of Police.
Ex. A,page 2
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5. Security Clearance
All CONSULTANT's employees,agents, and representatives wishing to enter
any City Correctional Facility must first receive a security clearance prior to entrance.
CONSULTANT should allow at least four(4)weeks prior to intended entrance for completion
of the security clearance process. Requests for security clearances shall be done by contacting
the Detention Administrator. Department reserves the right to refuse entrance to any person(s)
not in possession of a security clearance badge or to confiscate any security clearance badge
issued at its discretion. (CONSULTANT will reimburse CITY five hundred dollars($500.00)
for each performed security clearance which results in a non approval for access.)
CONSULTANT shall,during the term of this contract, comply with all applicable
federal,state,and local rules, regulations,and laws,
CONSULTANT shall obtain all necessary certificates, licenses and permits required by
City,County, State,and Federal law in order to perform the services described in this
Agreement. Copies of all such documents shall be presented to CITY upon demand.
C. CITY'S DUTIES AND RESPONSIBILITIES:
I. CITY shall provide CONSULTANT with a list of all Bail Bond Agents and/or
Agencies currently providing bail services to inmates in the CITY's jail facility;and CITY will
provide the`Bail Bond"section of the current local telephone directories distributed within the
City of Huntington Beach.
2. CITY will install all signboard encasement inserts and all window cling signs
provided by CONSULTANT on or before November 30,2017,and every six months thereafter
as outlined below.
5/30/18 5/30/1 9 5/30/20
11/30/19 11/30/19
3. CITY shall assign one person to assist,by telephone and internet,with the
random drawing for advertisers' space location on the boards as needed on each drawing date
set approximately two weeks prior to the installation dates listed above. This assistance will not
exceed 30 minutes,as assignee will only have to draw for those advertisers that do not
participate in the internet-based random drawing process.
4. CI`T'Y will notify CONSULTANT by telephone and/or email that all signboards
have been installed for each six-month period within 24 hours of the actual due dates listed
above. CONSULTANT will not mail CITY's check until notification has been provided.
Ex.A,page 3
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D. WORK PROGRAM/PROJECT SCHEDULE:
I, Immediately upon receipt of the Jail listings and CITY directories outlined
above,CONSULTANT will begin preparation of the mailing lists,announcements,and
solicitation documents needed for notification to all potential bail advertisers of the CITY's new
program.
2. Above mailing will include the initial timeline,dates and materials needed from
advertisers prior to the deadline date set for the participation in,and on the new signboards as
outlined below:
a. Mailing of Notice to Prospective Advertisers: September 26,2017.
b. Upon receipt of space reservation forms, CONSULTANT will prepare
contracts, documents,etc,,and then track all materials including signed copies,artwork and
payments from all interested parties.
C. Deadline Date for receipt of initial Space Reservation form, Contract,
Artwork,and payment($750): October 26,2017.
d. All internet drawing dates for placement of current ads on all jail
signboards will be set within five working days from the deadline date.
3. CONSULTANT's delivery of signboard inserts and window cling signs to CITY:
No later than November 30,2017.
4. Delivery of CITY's check: Within seven days from notice that all signboards
have been installed and/or exchanged by CITY.
I
Ex.A,page 4
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