HomeMy WebLinkAboutPartners for a Safer America, Inc. - 2020-06-01 CITY JAIL ADVERTISING AGREEMENT BETWEEN CITY OF HUNTINGTON
BEACH AND PARTNERS FOR A SAFER AMERICA, INC.
THIS AGREEMENT ("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
(Business Identification No Nevada 20151610937, and Entity Number E048252015) hereinafter
referred to as "Network." The effective date of this Agreement is June 1, 2020, and the
termination date is May 31, 2025, unless terminated earlier as provided for under the terms of
this Agreement.
Recitals
A. Pursuant to Municipal Code Chapter 3.02, on April 17, 2017, the City
executed an agreement authorizing Network to advertise the services of attorneys, bail bond
agents and similar professionals on service boards installed at the City Jail. The 2017 contract
expired on May 30, 2020.
B. City and Network desire to renew the Agreement.
NOW, THEREFORE, it is agreed by City and Network as follows:
1. Scope of Services
A. City grants Network the exclusive right during the term of this Agreement to
install Service Boards at the City Jail.
B. Two times per year, prior to June 1, and December 1, Network shall deliver via
UPS delivery to the City Jail at least six (6) new Service Boards complete with posted
advertisements for bail agents and attorneys.
C. Network shall charge in advance not less than Seven Hundred Fifty Dollars
($750.00) per six months for each posted advertisement in the service board. The advertisement
charge shall be collected in advance of posting the advertisement in the Service Board from
December 1, through May 31, and June 1 through November 30. Subject to thirty days notice to,
and with City Approval, Network may increase the six month advertising rates based upon the
value of the advertisement according to the City's number of felony arrests.
D. All Service Boards shall contain the following caveat:
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"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."
E. Upon delivery of new Service Boards each six months, and the end of the term of
this Agreement, the City may use or dispose of the old service boards as it wishes.
2. Network and City Staff Assistance Network designates Wanda Dunbar, who shall
represent it and be its sole contact and agent in all consultations with the City during the
performance of this Agreement. City designates Kristin Miller, Police Administrative Division
Services Manager, or her written designee, as staff coordinator to work directly with Network in
the performance of this Agreement.
3. Rent
A. As Rent for allowing Network to install bond agent and attorney Service Boards
on the premises of the Huntington Beach Jail,Network shall pay City to seventy percent (70%)
of Gross Revenues received from the sale of advertising on Network's Service Boards installed
in the City Jail. In no case shall the Rent be less than Twenty Thousand Dollars ($20,000) paid
each six months, beginning June 8, 2020.
B. As used in this section, the term"Gross Revenue" shall mean the total amount of
the advertising charges or other compensation owed to Network from persons, and/or agencies
placing their names, addresses and/or telephone numbers on advertisements on Network's
Service Boards, without regard, and not to include any amounts for bad debt, late payments, or
non-payment associated with any amount owed to Network.
C. Network shall pay City Rent twice a year, by no later than the second Monday of
June and December with an accounting of Gross Revenues received from the Service Boards.
The first semi-annual Rent payment for the period of June 1, 2020 through November 30, 2020 is
due by no later than June 8, 2020, and the second semi-annual Rent payment for the second
semi-annual Rent payment for December 1, 2020 through May 31, 2021 shall be paid no later
than November 9, 2020.
D. Network shall mail Rent payments and the supporting accounting records to City
at the following address:
City of Huntington Beach Police Department
Attn: Detention Administrator
2000 Main Street
Huntington Beach, CA 92648
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4. Term
A. Time is of the essence of this Agreement. The services of Network shall continue
seamlessly from the prior Agreement, beginning anew on June 1, 2020 and terminate May 31,
2023, unless terminated earlier in accordance with the provisions of this Agreement. The Term
may be amended to benefit the parties object if mutually agreed to in writing by City and
Network.
B. 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
5. Extra Work In the event City requires additional services not included under the terms
of this Agreement, Network 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 the City is obtained.
6. Indemnification and Hold Harmless Network 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
Network, caused in whole or in part by any negligent act or omission of the Network, any of its
subcontractors, anyone directly or indirectly employed by any of Network, or anyone for whose
acts Network may be liable, including but not limited to concurrent active or passive negligence,
except where caused by the sole negligence, or willful misconduct of the City. Network will
conduct all defense at its sole cost and expense and City shall approve selection of Network's
counsel. This indemnity shall apply to all claims and liability regardless of whether any
insurance policies are applicable. Network's policy limits do not act as a limitation upon the
amount of Network indemnification.
7. General Liability Insurance Network shall obtain and furnish to City, a policy
of general public liability insurance. This policy shall indemnify Network, its officers,
employees and agents while acting within the scope of their duties, against any and all claims
arising out or in connection with its servicer, 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
20-8502/228787-SFF 3
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 Network'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.
8. Certificate of Insurance
A. Prior to commencing performance of the service hereunder,Network 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:
i. provide the name and policy number of each carrier and policy;
ii. state that the policy is currently in force; and
iii. 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.
B. Network shall maintain the foregoing insurance coverage in force throughout the
term of this Agreement is fully completed and accepted by the City.
C. The requirement for carrying the foregoing insurance coverage shall not derogate
from Network's defense, hold harmless and indemnification 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. Network shall pay, in a prompt and timely manner, the
premiums on the insurance hereinabove required.
9. Independent Network Network 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. Network 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 Network 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.
20-8502/228787-SFF 4
10. Conflict of Interest Network 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.
11. Exclusivity and Amendment This Agreement represents the complete and
exclusive statement between the City and Network, 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 terms 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 Network. 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 Network 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.
12. Assignment Inasmuch as this Agreement is intended to secure the specialized services
of Network,Network 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.
13. City Employees and Officials Network shall employ no City official nor any
regular City employee in the work performed pursuant to this Agreement. No officer or
employee of City shall have any financial interest in this Agreement in violation of the
applicable provisions of the California Government Code.
14. Notices Any notices, certificates, or other communications hereunder shall be
given either by personal delivery to Network'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 Network 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 mail-return receipt requested:
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To City: To Network:
City of Huntington Beach Partners for a Safer America, Inc.,
Attn: Detention Administrator dba Jail Advertising Network
2000 Main Street Attn: Wanda Dunbar, President
Huntington Beach, CA 92648 10810 Ultima Ct., Unit 102,
Las Vegas, NV 89144
15. 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.
16. Modification No waiver or modification of any language in this Agreement shall be
valid unless in writing and duly executed by both parties.
17. 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.
18. Interpretation of this Agreement 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.
19. Duplicate Original 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,
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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.
20. Immigration Network 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.
21. Legal Services Subcontracting Prohibited Network 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. Network
understands that pursuant to Huntington Beach City Charter 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 Network.
22. Discrimination Network 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. Network affirms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
23. 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.
24. 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 party 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.
25. Governing Law This Agreement shall be governed and construed in accordance
with the laws of the State of California.
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26. Signatories Each undersigned represents and warrants that its signature hereinbelow
has the power, authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify City fully 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
PARTNER'S FOR A SAFER AMERICAN, California
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INITIATED AND APPRO ED:
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City Manager
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20-8502/228787-SFF 8
CERTIFICATE 4F LIABILITY INSURANCE DA� oD 0YY►
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER
IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the Certificate holder In lieu of such endorsements.
CONT
PRODUCER T Crystal Torres
StateFarm C Cabanas ins and Fin Svcs Inc PHONE 780-797-7i01 FAx 951 845-7386
tc. AIC No
78370 Highway 111 Suite 260 E-M RE
La Quinta,CA 92253 INSURERS)AFFORDING COVERAGE NAIL N
INSURER A: State Farm Fire and Casualty Company 25143
INSURED INSURER B:
PARTNERS FOR A SAFER AMERICA INC INSURER c:
DBA JAIL ADVERTISING NETWORK INSURER D:
74998 County Club Drive Suite 220 INSURER E:
Palm Desert,CA 92260 INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERMOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR TYPE OF INSURANCE A ER POLICY NUMBER MM OY EFF POLICY EXP LIMITS
XDAMAGE TO RtWFO
COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE S 2,000,000
CLAIMS-MADE OCCUR PREMISES hence S
NEDEXP one ) $ 5,000
A 90-C2-B316-9 12/05/2019 12105/2020 PERSONAL I AOV INJURY $ 2,000,000
GERL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000
i
POLICY JPE4 LOC I PRODUCTS-COMPIOPAGG S 4,000,000
S
OTHER:
AUTOMOBILE L"UTY 1E=SINGLE,U ,I $
ANY AUTO BODILY WJURY(Per person) S
OWNED SCHEDULED BODILY INJURY(Per aodderU) S
AUTOS ONLY AUTOS PROPERTY DAMAGE
HIRED NO"'ANED Per S
AUTOS ONLY P
AUTOS ONLY
$
UMBRELLA LIAR OCCUR EACHOCCURRENCE $
EXCESS LIAR CLAIMS-MADE AGGREGATE S
DED RETENTION 3 pp S
WORKERS COMPENSATION PTATUT ERA
AND EMPLOYERS LIABftITY
ANY PROPRIETORIPARTNERIEXECUTIVE YIN NIA LEL.EACH ACCIDENT S
OMCERANEMBER EXCLUDED?
(Mandatory In NH) E.L.DISEASE-EA EMPLOY $
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DESCRIPTION OF OPERATIONS below
i
DESCRIPTION Of OPERATIONS I LOCATIONS I VEHICLES(ACORD im.Addleonar Rwwrka Schedule,may be attached I more space Is nequlrMl
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
The Citry of Huntington Beach its officers,elected or appointed ACCORDANCE WITH THE POLICY PROVISIONS.
officials,employees,agents,and volunteers AUTHORUED REPRESS
2000 Main Street
Huntington Beach,CA 92648.
8-2015 ACORD CORPIDRATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
1001486 932846.92 03-16-2018