HomeMy WebLinkAboutAgreement A-22-058 with OUTFRONT Media Inc..pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this 7th day of March, 2022, by and
between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter referred to
as "COUNTY", and OUTFRONT Media, Inc., a LLC, whose address is 5678 East Shields, Fresno, CA
93727, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY and CONTRACTOR entered into Agreement number P-21-291, dated
August 5, 2021 (hereinafter “Purchasing Agreement”), pursuant to which CONTRACTOR agreed to
provide a Fentanyl Awareness advertising campaign to COUNTY;
WHEREAS, the Purchasing Agreement was a short term agreement, and the COUNTY would
like to continue to receive these services;
WHEREAS, COUNTY and CONTRACTOR now desire to execute a Board Agreement in order to
allow CONTRACTOR to provide such advertising services.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
A.The CONTRACTOR shall provide advertising services for a Fentanyl Awareness
campaign in accordance with the Scope of Work attached as Exhibit I, which is attached and
incorporated by this reference.
B.The CONTRACTOR shall work independently with each of the above-referenced
COUNTY Contract Coordinator, as defined herein, and shall provide services specific to the needs of
each COUNTY department.
2.OBLIGATIONS OF THE COUNTY
A.The COUNTY contract coordinator for each department shall be stated on Exhibit
“II” (“Contract Coordinator”), which is attached and incorporated by this reference. The Contract
Coordinators shall be the CONTRACTOR’S points of contact, and shall be responsible for
communicating each COUNTY department’s operational requirements to the CONTRACTOR.
Agreement No. 22-058
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3. TERM
The term of this Agreement shall be from March 7, 2022 to March 6, 2025. This Agreement may be
extended for two (2) additional consecutive twelve (12) month periods upon written approval of both parties
no later than thirty (30) days prior to the first day of the next twelve (12) month extension period. The
District Attorney or his or her designee is authorized to execute such written approval on behalf of
COUNTY, based on CONTRACTOR’S satisfactory performance.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
5. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
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CONTRACTOR agrees to receive compensation as follows: one hundred fifty-six thousand, one hundred
and seventy dollars ($156,170) for services during the entire term of the Agreement, including the two
optional extensions. CONTRACTOR shall submit invoices in triplicate to the County of Fresno District
Attorney’s Office.
In no event shall compensation paid for services performed under this Agreement exceed one
hundred fifty-six thousand, one hundred and seventy dollars ($156,170) during the entire term of this
Agreement, including the two optional extensions. It is understood that all expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR.
6. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent capacity and
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
7. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
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8. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
nor their rights or duties under this Agreement without the prior written consent of the other party.
9. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement.
The provisions of this Section 9 shall survive termination of this Agreement.
10. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
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providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will
administer this contract), stating that such insurance coverage have been obtained and are in full force; that
the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to recover
from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and
that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
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additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
12. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
//
COUNTY CONTRACTOR
COUNTY OF FRESNO OUTFRONT Media Lisa A. Smittcamp Stephanie DeLong District Attorney 2100 Tulare Street Account Executive 5678 East Shields Fresno, CA 93721 And Sonja Dosti Public Information Officer
Fresno, CA 93727
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
13. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
14. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit III and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
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immediately thereafter.
15. ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means any symbol or process
intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of
the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any
administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
signature of that person. The provisions of this section satisfy the requirements of Civil Code section
1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and
satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
and agrees that each other party may rely upon that representation. This Agreement is not conditioned
upon the parties conducting the transactions under it by electronic means and either party may sign this
Agreement with an original handwritten signature.
16. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
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1 ///
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3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
4 first hereinabove written.
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Stephanie Delong, Account
Executive
Print Name & Title
11 5678 East Shields I+--;...._ _________ _
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18
Fresno, CA 93727
Mailing Address
19 FOR ACCOUNTING USE ONLY:
20 Fund: 0001
21 Subclass: 10000
22 ORG: 2860
23 Account: 7295
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co[1J: FRESNO
Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
By:--~~~~~.....:::====---
Deputy
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Exhibit I
Scope of Work
Outfront Media, Inc. will produce a Fentanyl awareness campaign that will consist of posters, digital
posters, mobile ads, billboards, and digital bulletins
Market Media Location Size GRP/IMP
18+
Units No. of
Periods
* Period
Cost
Fresno, CA Posters
Fresno, CA
Fresno, CA
Fresno, CA
S/A Bonus
Fresno, CA
Fresno, CA
Fresno, CA
Posters/Metro General
Market
Mobile Ads
Bulletins
Bulletins
Digital Posters/Unit: 100
Digital Bulletins/400
Hwy 168 N/O Dakota
Ave F/N
Digital Bulletins/700
Hwy 41 S/O Friant Rd
F/N
10’5”” H x 22’8” W
14’H x 48’W
14’H x 48’W
UNIT
PACKAGE
UNIT
UNIT
UNIT
UNIT
UNIT
10
1
2
2
1
1
1
6
6
6
6
6
4
6
4W
4W
4W
4W
4W
4W
4W
$5,000.00
$5,000.00
$5,000.00
$0.00
$2,850
$3,500
$4,000
Market/Media Units No. of
periods
* Period Cost
Fresno, CA Posters
Fresno, CA Posters
30
1
1
1
OT
OT
$3,000
$1,620
Space Costs
Non-Space Costs
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EXHIBIT II
CONTRACT COORDINATORS
DEPARTMENT NAME CONTRACT COORDINATOR ADDRESS PHONE NUMBER
District Attorney Stephen Rusconi Stephen Rusconi
2100 Tulare Street
Fresno, CA 93721
(559)600-4447
County Administrative
Office
Sonja Dosti 2281 Tulare St., Suite 304
Fresno, CA 93721
(559)600-1224
Exhibit III
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date:
I I