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HomeMy WebLinkAboutCORNERSTONE COMMUNICATIONSINSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: JUL 2 2 7019 Oak CORNERSTONE May 1,2019 90 m M u k 1 e A r 1 n a s David Valentin Police Chief Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Dear Chief Valentin: N-2019-129 This letter is to set forth the terms on which Cornerstone Communications ("Cornerstone Communications"), will provide strategic communications services for the Santa Ana Police Department (SAPD). TERM AND COMPENSATION The monthly service fee for the items outlined below is $2,000. The total not -to - exceed amount of this Agreement shall be $24,000. The term of this Agreement began on April 1, 2019 and shall terminate on April 1, 2020. The parties may opt to renew for another one-year term at the conclusion of the engagement at the same rate exercisable by a writing from the City Manager and the City Attorney. Either party may terminate this agreement at any time upon thirty (30) days written notice. At the end of each month, Cornerstone Communications will provide a statement for services rendered under this Agreement. In addition to the fees referenced above, SAPD will also pay reasonable and customary expenses incurred by Cornerstone Communications. For the purpose of this agreement, expenses shall include all reasonable expenditures for messengers, mail postage, freight and delivery cost, duplication and printing costs. Any expense over $500 will not be incurred by Cornerstone Communications without SAPD's prior written approval. In addition, potential video, graphics and photography costs outside of BehindTheBadge.com activities will be agreed upon, in writing, by both parties before those services are performed. This agreement may be amended only by a written amendment executed by the parties. CONFLICT OF INTEREST If at any time a potential conflict arises with Cornerstone Communications' other clients, Cornerstone Communications will notify SAPD of the potential conflict. SAPD and Cornerstone Communications will discuss appropriate measures to address the potential conflict. INDEMNITY Neither party shall have any liability to the other for any lost profits or special, incidental, indirect or consequential damages, even if advised of the possibility of such damages. In addition, Cornerstone Communications shall not be liable for any liabilities, costs, and expenses incurred or suffered by reason of, or in any way relating to, this engagement other than as judicially determined to be caused by Cornerstone Communications own bad faith, willful misconduct or negligence. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. I£ Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. SCOPE OF SERVICES In exchange for the agreed upon compensation, Cornerstone Communications will provide the following services. Cornerstone will be available to respond and assist SAPD with messaging, media relations and strategic counsel in the event of a critical incident or other crisis situation. Cornerstone will provide up to twelve (12) hours of service per month for the fee specified in the Compensation section of this Agreement. Any additional hours will be billed at $175/hour. At no time will Cornerstone undertake additional work by billing any additional hours above the twelve (12) hours per month without the written permission from SAPD. 2. Cornerstone will report, write, and photograph a minimum of one quarterly article about SAPD for BehindTheBadge.com. Please acknowledge your understanding and agreement regarding the terms of our engagement as described in this letter, by ;'signing in the space provided below and returning it to me at Cornerstone Communications, P.O. Box 10246, Newport Beach, CA, 92658. By signing this engagement agreement, the City and SAPD confirms its understanding of, and agreement with, the foregoing. 44Hl tms .! k� Cde• 3�r a r. Cornerstone Communications 9840 Research, State 200, Irvine CA, 92618 (949)200-6107 Please see next page for signature David Valentin Chief of Police SAPD Dated Dated ATTEST: CITY OF SANTA ANA .z. NORMA MITRE KRISTINE RIDGE Acting Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City orney By: TAMARA BOGOSIAN Assistant City Attorney RECOMMENDED FOR APPROVAL: I ALE TIN Chief of Police