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Home My WebLink AboutCORNERSTONE COMMUNICATION (2)NSI RANGE NOT ON FILE `;dORK MAY NOT PROCEED CLERK OF COUNCIL DATE: p•.Pollac Cai �ntda. C�on�xi� DEC 19 2022 November 1 , 2022 David Valentin Police Chief Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Dear Chief Valentin: ow,I CORNERSTONE C a M M a 0 1 C a 1 1 0 H S N-2022-372 This letter is to set forth the terms on which Cornerstone Communications ("Cornerstone Communications"), will continue to provide strategic communications services for the City of Santa Ana on behalf of the Santa Ana Police Department (SAPD). TERM AND COMPENSATION The term of this Agreement shall commence on November 1, 2022 and terminate on March 31. 2023. The parties agree that services provided and accepted by the City, as detailed in the Scope of Services section since April 1, 2022, shall be paid by the City per the compensation terms provided below. The parties may opt to renew for another one-year term at the conclusion of engagement at the same rates detailed below and subject to the terms defined re Amendments, below. 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 $48.000. 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. Either party may terminate this agreement at any time upon thirty (30) days written notice. 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 Lip to 12 (twelve) hours of service per month for the monthly fee above. Additional hours will be billed at $175thour but only after receiving written permission from SAPD. At no time will Cornerstone undertake any add itionM work by billing any additional hours above the 12 (twelve) hours per month witbOUt.111C Written permission from SAPD. 21 Report, write, photograph a minimum -of one quarterly article about SAPD for BehindTheBadgexorn. CONr4 LICT OF INTER] ST ]fat any time a potential conflict arises with Cornerstone Communications' other clients, Cornerstone Communications will notify SAID of the potential conflict. SAPD and Cornerstone Communications will discuss appropriate measures to addreisthe potential conflict. AMENDMENT This.agreernent may be amended only by an instrument executed by the signed partips. Cornerstone agrees and understands that any "tension or additional services requiring an increase to the not -to -exceed compensation arnount detailed above is subject to approval by the Santa Ana City Council. MU—WAM 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 or, 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 Coverage shall be at least as broad as: Commercial General Liability (C(jl,): Insurance Services Office Form CG 00 01 covering CGL on an "oecurrence'basis, including products and completed operations, property damage,, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregotelimit shall apply separately to this project/location (180 CG 25 03 or 25 04) or the gencralaggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: insurance Services Office Form Number CA 0001 covering, Codel (any auto), or if ConStdtanthas no owned autos, Code (hived) and 9-(non-owned), with limit no mess than $1,000,000 per accident for bodily it jury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employee's Liability Insurance with limit of no less than $1,000,000 per accident for bodily inlury or disease. 4, Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor: Any available Insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City, Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions. AdWfional Ins teretl.Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the COL policy with respect to liability arising out of work or operations performed by or on hehalrof the Consultant including materials, harts, or equipment furnished in connection with sueb worl< or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 10 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms il' later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance andshall not contribute with it. Notice- of'C nrcellation Each insurance policy required above shall state that coverage shall not Ire canceled,.exceptwith notice to the City. Walver gfSa brogat'ion Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue ofthe,payment-of any loss under Such insurance Consultant agrees to obtain tiny endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement 'frorrt the insurer. Self4tisured Retentions Sell' -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City, Acceptability gflnsurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:ViI, unless otherwise acceptable to the City. Claims Marie Policies If any of the required policies provide coverage on a claims -made basis: I. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at Least five (5) years after completion of the contract of work, 3. If coverage is canceled or non -renewed, and not replaced with anotller-etaims-made policyform with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of.Coverage Consultant shall fumish the 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 CGG policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors, 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. Bill Rams Cornerstone Communications 9840 Research, Suite 200, Irvine CA, 92618 (949)200-6107 Agreed and accepted this _ day of November 2022 N-2022-372 ATTEST: Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City AMrney A m Tamara Bogosian Senior Assistant City CITY OF SANTA ANA mil- AJLf�_ KRISTINE RIDGE City Manager RECOMMENDED FOR APPROVAL: Chief of Police