Loading...
HomeMy WebLinkAboutPartners for a Safer America, Inc. - 2025-06-01 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, 2025, and the termination date is May 31, 2028,unless terminated earlier as provided for under the terms of this Agreement. Recitals A. Pursuant to Municipal Code Chapter 3.02, on June 1, 2025,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 2020 contract expired on May 30, 2025. 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. 25-16463/379506 1 D. 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." 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 sixty percent (60%) 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 9, 2025. 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, 2025 through November 30, 2025 is due by no later than June 9, 2025, and the second semi-annual Rent payment for the second semi-annual Rent payment for December 1, 2025 through May 31, 2026 shall be paid no later than November 10, 2025. 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 25-16463/379506 2 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, 2025 and terminate May 31, 2028, 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 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 25-16463/379506 3 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. 10. CONFLICT OF INTEREST. Network covenants that it presently has no interests and shall not have interests, direct or in direct,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 25-16463/379506 4 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: 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. 25-16463/379506 5 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 andthe provision of this Agreement which is hereby contract,then the latter shall prevail, g Y 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, 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 25-16463/379506 6 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. 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. 25-16463/379506 7 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 INC. Mayor By: print name City Clerk ITS: (circle one) Chairman/President/Vice President INITIATED AND APPROVED: AND Chief of Police By: print name ITS: (circle one) Secretary/Chief Financial REVIEWED AND APPROVED: Officer/Asst. Secretary - Treasurer City Manager APPROVE AS TO FORM: \ r (.>&__ City Attorney COUNTERPART 25-16463/379506 8 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to he 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 INC. yol P - rt ram' LJA-, ' 'i Alec✓ W' City Clerk .?'241 pis el print name -- ITS: (circle one) Chairm. President 'cc President INITIA', AND A 'OVED: AND B r, Chief of Police 1 ©-A61C4 r .6 LeAf,4 — print name ITS:�c,ircle one) Secretary/ hief Financial REVIEWED AND APPROVED: Officeij'Asst. Secretary -Treasurer - '� J �.�.��'' ----ice _ e City Mana er APPROVER AS TO FORM: .,Aliz:(.: City Attorney COUNTERPART 25-16463/379506 8 \ ( AC Co RE) CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 05/02/2025 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 policy(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 endorsement(s). PRODUCER CONTACT Rosa Gonzalez NAMFL Statetartn Jade Yap PHONE 702-333 1080 FAX (A/C,No,Exit: 1(NC.No): 9440 W Sahara Ave.,Suite 125 EMAIL rosa�ajadeyap.com _ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC N Las Vegas NV 891178819 INSURER A: State Farm Fire and Casualty Company 25143 INSURED INSURER B PARTNERS FOR A SAFER AMERICA INC INSURER C: — 5517 WESTERN RIDER TRL INSURER D: INSURER E: RENO NV 895118558 INSURERF: 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 PERIOD 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 ADD SUB POLICY.EFP— POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DDlYYYYI (MM/DDNYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES EaENTED occurrencel $ 300,000 MED EXP(Any one person) $ 5,000 A Y N 98-AP-0509-6 10/11/2024 10/11/2025 PERSONALBADVINJURY $ 2,000,000 GEM.AGGREGATE LIMIT APPLIES PER: _ GENERAL AGGREGATE $ 4,000,000 POLICY JEC PROT- X I LOC PRODUCTS-COMP/OP AGG s 4,000,000 OTHER: S AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY ,.-LPer accideE.L.._ ---- UMBRELLA LIAB u OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S DEO RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE FR $ ANY PROPRIETORIPARTNER/EXECUTIVE Y!N E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? J N!A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (ACORO 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED AS TO FORM Bv• MICHAEL J.VIGLIOTTA CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN THE CITY OF HUNTINGTON BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 2000 MAIN ST HUNTINGTON BEACH,CA 92648 AUTHORIZED REPRESENTATIVE I /& O 19 2015 A D CORP TION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered mar of ACO 1001486 2005 155279 205 01-19.2023 CMP-4536 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED—OWNERS, LESSEES, OR CONTRACTORS(Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number:98-AP-0509-6 Named Insured: PARTNERS FOR A SAFER AMERICA INC DBA JAIL ADVERTISING NETWORK Name And Address Of Additional Insured Person Or Organization: THE CITY OF HUNTINGTON BEACH,ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS 2000 Main St Huntingtn Bch CA 92648-2702 1. SECTION II—WHO IS AN INSURED of SECTION II—LIABILITY is amended to include,as an additional insured,any person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury"caused, in whole or in part, by: a. Ongoing Operations (1)Your acts or omissions;or (2)The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for that additional insured;or b. Products—Completed Operations "Your work"performed for that additional insured and included in the"products-completed operations hazard". 2. Any insurance provided to the additional insured shall only apply with respect to a claim made or a "suit"brought for damages for which you are provided coverage. 3. Primary Insurance. The insurance afforded the additional insured shall be primary insurance. Any insurance carried by the additional insured shall be noncontributory with respect to coverage provided by you. All other policy provisions apply. CMP-4536 1010230 2000 154986 200 05-15-2019 ©,Copyright,State Farm Mutual Automobile Insurance Company,2018 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Resolution No.2008-63 A I r.j,. . li CITY OF H NTINGTON BEACH Ham;s ' 2000 Main Street . Huntington Beach, CA 9264s DECLARATION OF PERM1#`i'EE I certify that no vehicle(s) will be used or operated in the performance of the task(s)or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or ev.ent(s)if any vehicle(s)is used. Signature of Permittee Print name bcn cIA L ?& ) C-F 0. Company name(ifapplicable) J4/TIVR-S /`%/ A --5A- A-AO (-41AIC Date signed �-1? • • • i6407 EXHIBIT I Cr> --- fity 0‘1CITY OF HIJN�. I1\G T OIL I. EACH 2000 Main Street, Huntington Beach, CA 92648 ,, Beach, - Declaration of Non-Employer Status The State of California requires every enterprise or business to provide workers compensation insurance coverage. If you have no employees, you may make a declaration to that effect by completing and signing this form and returning to: of Huntington City Beach 2000 Main Street Huntington Beach, CA 92648 I certify that in the performance of the activity or work for which this permit is issued, I shall not employ any person in any manner so as to become subject to California Workers' Compensation Insurance requirements. I authorize the City Huntington Huntin ton Beach to immediately and retroactively revoke the license or permit issued under this declaration if I hire any employee(s) or become subject to the provision of the laws requiring Workers' Compensation Insurance. Company Name: AAriVVS fe4 A -sot /444 r c-A, /A[ Address: --sT /7 (,1, S•T,X70/ iL 7/2L ) REA A✓V S9s'// Applicant 7) on/A z-.-.n. .D un/a GFo Applicant's Signatur(----- Title: CFv Date Signed: G` I? -,2 Telephone Number: 70 2 - ?SG 75.E