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Home My WebLink AboutCORNERSTONE COMMUNICATIONS (3) INSURANCE NOT ON FILE N-2025-9 67 WORT( MAY NOT 'PROCEED CITY CLERK DATE: JUL 01 2025 I~ G� JU(�y �� CORNERSTONE Feb. 19, 2025 Robert Rodriguez Police Chief Santa Ana Police Department 60 Civic Center Plaza Santa Ana,CA 92701 Dear Chief Rodriguez: 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, including any extension period, shall be$49,000, which includes a$1,000 contingency. The term of this Agreement shall commence on June 16,2025 and terminate on June 15, 2026_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$500.00 shall 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 by both parties before those services such are performed. SCOPE OF SERVICES In exchange for the agreed upon compensation, Cornerstone Communications will provide the following services. 1. Be available to respond to 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 12(twelve)hours of service per month for the monthly fee above. Additional hours will be billed at$1751hour but only after receiving written permission from SAPD,At no time will Cornerstone undertake any additional work by billing any additional hours above the 12(twelve)hours per month without the written permission from SAPD. 2. Report,write,photograph a minimum of one quarterly article about SAPD for BehindTheBadge.com. 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, AMENDMENT This agreement may be amended only by an instrument executed by the signed parties. Cornerstone agrees and understands that any extension or additional services requiring an increase to the not-to-exceed compensation amount detailed above is subject to approval by the Santa Ana City Council. 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. e. 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. H. 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. If 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. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: I. Cornerstone Communications's insurance company(ies)agrees to waive all rights of subrogation against City, its City Council, its officers,officials,employees, agents,and volunteers for losses paid under the terms of the CGL and Workers'Compensation policies which arise from work performed by Cornerstone Communications under this Agreement. 2. For any claims related to this contract, Cornerstone Communications' insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees,agents, or volunteers shall not contribute with it. 3. A severability of interest provision must apply for all the additional insureds,ensuring that Cornerstone Communications' insurance shall apply separately to each insured against whom a claim is made or suit is brought,except with respect to the insurer's limits of liability. 4. Insurance policies required herein shall provide that coverage shall not be canceled, suspended,voided,reduced in coverage or in limits,non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. S. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:Commander Jorge Lopez,20 Civic Center Plaza, M-97, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A-:VII,unless otherwise acceptable to City. Verification of Coverage Cornerstone Communications shall furnish City with original Certificates of insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause)and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However,failure to obtain the required documents prior to the work beginning shall not waive Cornerstone Communications' obligation to provide them. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer,coverage,or other special circumstances. Please acknowledge your understanding and agreement regarding the terms of this engagement as described in this letter,by signing in the space provided below and returning it to Cornerstone Communications, P.O. Box 10246,Newport Beach, CA, 92658. John Christensen Cornerstone Communications 9840 Research, Suite 200, Irvine CA 92618 Agreed and accepted this&day of NWch 2025 J� RECOMMENDED FOR APPROVAL: �- - I ROBERT RODRIGUEZ Chief of Police Agreed and accepted this J day of L ATTEST: CITY OF SA A ANA at ENNIFER L ALVARO NUNEZ City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: TAMARA BddOSIAN Senior Assistant City Attorney i