HomeMy WebLinkAboutStaff Report 101-07City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL 7
FROM:CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:
SUBJECT:
JANUARY 16, 2007 CMR: 101:07
APPROVAL OF AGREEMENT WITH THE PALO ALTO WEEKLY IN
THE AMOUNT OF $150,000 FOR NEWSPAPER ADVERTISING
SERVICES
RECOMMENDATION
Staff recommends that Council:
°
Approve and authorize the City Manager to execute the attached agreement with the Palo
Alto Weekly in an amount not to exceed $150,000 for legal and display advertising
services for fiscal year 2006-07.
Authorize the City Manager or his designee to exercise the option to renew the contract
for the second and/or third year provided the proposed cost of the renewal contract does
not exceed the Consumer Price Index for all urban consumers (San Francisco - Oakland -
San Jose, CA), the contractor is responsive to the City’s needs, and the quality of the
contractorls work is acceptable during the first year of the contract.
DISCUSSION
Scope of Services Description
The scope of work to be performed under the contract is the publication of the City’s legal and
public notices and display advertisements. The Palo Alto Weekly newspaper was selected
because of its large circulation in and around the Palo Alto area and its competitive rates. It is
delivered to all Palo Alto households, with a distribution covering the mid-peninsula area of San
Francisco. The Palo Alto Weekly charges the City $38 per unit per day, compared to a charge of
$86.86 with the San Jose Mercury News for the same service. The Weekly offers the CitY a
special discount off its standard commercial rate of $68.30 per square inch per day. In addition,
the Weekly is a free weekly publication whose target audience is the local Palo Alto community.
It would be impracticable to bid for advertising in newspapers in surrounding regions that do not
directly serve the target market and have a cost associated with distribution.
CMR: 101:07 PAGE 1 OF 2
RESOURCE IMPACT
Funding for this agreement is provided in the 2006-07 Budget. Individual blanket orders have
been established with the following departments utilizing the terms in this agreement: Planning
$30,000; City Clerk $29,000; Public Works Recycling $28,000; Utilities Marketing $20,000;
Public Works Water Quality Control Plant $7,000; and Public Works Refuse $2,000. The
individual blanket orders that have been established total $116,000, and may be increased up to a
total amount of $150,000 as the year progresses.
POLICY IMPLICATIONS
This recommendation is consistent with current City policies
ENVIRONMENTAL REVIEW
This is not a project under the California Environmental Quality Act (CEQA).
PREPARED BY:
KATHY~ADLEY
Contract Administrator
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
D’r~ e~or,/kdministrative Services
Assistant City Manager
ATTACHMENTS
Attachment A: Agreement
CMR:101:07 PAGE 2 OF 2
ATTACHMENT A
CITY OF PALO ALTO CONTRACT NO. CT07119987
MASTER AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
THE PALO ALTO WEEKLY
FOR PROFESSIONAL SERVICES FOR
ADVERTISING PUBLICATION SERVICES
This AGREEMENT is entered into January 15, 2007, by and
between the CITY OF PALO ALTO, a chartered city and a municipal
corporation of the State of California ("CITY"), and THE PALO ALTO
WEEKLY, a California Corporation, located at 703 High Street. PO
Box 1610, Palo Alto, CA 94302 (PH) 650-326-8210 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this
Master Agreement.
A. CITY may need to have published various legal notices, public
notices, and/or display advertisements. The "CITYH desires to
engage "CONSULTANT" to provide, on an as-needed basis, Advertising
Publication Services as needed. ’
B. CONSULTANT has represented that it and any sub consultants have
the necessary professional expertise’, qualifications, and
capability, and all required licenses and/or certifications to
provide the Services.
C. CITY in reliance on these representations desires to engage
CONSULTANT to provide the Services on an as-needed basis, for the
Office of the City Clerk, Planning and Community Environment
Division, Legal Division, Public Works Division, as well as other
Divisions within the CITY, as more fully described in the Scope of
Service, ExhibitI "A", attached to and made a part of this
Agreement.
D. CONSULTANT has agreed to perform the Services on the terms and
conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the recitals,
covenants, terms, and conditions, this Agreement, the parties
agree:
AGREEMENT
Section I. SCOPE OF SERVICES. CONSULTANT shall perform the type of
Services generally described’in Exhibit "A", on as needed basis.
Each request for publication (Task Order), shall have a specific
scope of work established for that specific request .for publication
on an as-needed basis, in accordance with the terms and conditions
contained in this Agreement. Each request for publication will be
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assigned and authorized by the City’s Division Managers. The
performance of all Services shall be to the reasonable satisfaction
of the CITY.
SECTION 2. TEP4~. The term of this Agreement shall be from the
date of its full execution to December 31, 2007, unless terminated
earlier pursuant to Section 20 of this Agreement. With the
approval of both parties, this Agreement may be extended for up to
two (2) additional one (i) year periods.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence,
however, in no event will CONSULTANT be responsible for events
beyond its reasonable control in the performance of Services under
this Agreement. CONSULTANT shall completethe Services within the
term of this Agreement and in accordance with the schedule set
forth for each specific Task Order. Any Services, for which times
for performance are not specified in this Agreement or within the
scope developed for each Task Order, shall be commenced and
completed by CONSULTANT in a reasonably prompt and timely manner
based upon the circumstances and direction communicated to the
CONSULTANT. City’s agreement to extend the term or the schedule
for performance shall not preclude recovery of damages for delay if
the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation, under
this Master Agreement, to be paid to CONSULTANT for performance of
the Services described in Exhibit A, which may or may not be
authorized on a Task-by-Task basis, including both payment for
professional services and reimbursable expenses, shall not exceed
One Hundred and Fifty Thousand Dollars ($150,000.00). The
applicable rates and schedule of payment are set out in Exhibit B,
entitled "COMPENSATION," which is attached to and made a part of
this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall
submit monthly invoices to the CITY describing the services
performed and the applicable charges, based upon the Consultant’s
billing rates (set forth in Exhibit B). The information in
Consultant’s payment requests shall be subject to verification by
CITY. Invoices will reference~the applicable Purchase Order Number
and the specific Division within the City for whom the Service was
performed.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services
shall be performed by CONSULTANT or under Consultant’s ~supervision.
CONSULTANT represents that it possesses the professional and
technical personnel necessary to perform the Services required by
this Agreement and that the personnel have sufficient skill and
experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and sub consultants have and
shall maintain during the term of this Agreement all licenses,
permits, qualifications, insurance and approvals of whatever nature
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that are legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this
agreement shall meet the professional standard and quality that
prevail among professionals in the same discipline and of similar
knowledge and skill engaged in related work throughout California
under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself
informed of and in compliance with all federal, state and local
laws, ordinances, regulations, and orders that may affect in any
manner the Project or the performance of the Services or those
engaged to perform Services under this Agreement. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and
give all notices required by law in the performance of the
Services.
CONSULTANT shall report immediately to the City’s project manager,
in writing, any discrepancy or inconsist@ncy it discovers in the
laws, ordinances, regulations, orders, and/or guidelines in
relation to the Project of the performance of the Services.
All documentation prepared by CONSULTANT shall provide for a
completed project that conforms to all applicable~codes, rules,
regulations and guidelines that are in force at the time such
documentation is prepared.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost
to CITY, all errors, omissions, or ambiguities in the work product
submitted to CITY, to the extent arising out of or resulting from
the work performed or to be performed under this Agreement due to
the willful or negligent acts or omissions by Consultant’s
officers, employees and.agents, provided CITY gives notice to
CONSULTANT.~-
SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed
that in performing the Services under this Agreement CONSULTANT,
and any person employed by or contracted with CONSULTANT to
furnish labor and/or materials under this Agreement, shall act as
and be an independent contractor and not an agent or employee of
the CITY. The manner and means of conducting the Services are the
responsibility of and under the control of CONSULTANT, except to
the extent they are limited by applicable law and the express
terms of this Agreement.
CONSULTANT will be responsible for employing or engaging all
persons necessary to perfor~ the Services. All contractors and
employees of CONSULTANT are deemed to be under CONSULTANT’S
exclusive direction and control. CONSULTANT shall be responsible
for their performance.
SECTION i0.ASSIGN~IENT. The parties agree that the expertise and
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experience of CONSULTANT are material considerations for this
Agreement. CONSULTANT shall not assign or transfer any interest in
this Agreement nor the performance of any of Consultant’s
obligations hereunder without the prior written consent of the city
manager. Consent to ~one assignment will not be deemed to be
consent to any subsequent assignment. Any assignment made without
the approval of the city manager will be void.
SECTION Ii. SUBCONTRACTING.
Notwithstanding Section i0 above, CITY agrees that sub consultants
may be used to complete the Services required to complete the Tasks
which may be assigned. The sub consultants authorized by CITY to
perform work on any specific Task, shall be identified in the Scope
for that Task. CONSULTANT shall be responsible for directing the
work of the sub consultants and for any compensation due to sub
consultants. CITY assumes no responsibility whatsoever concerning
such compensation. CONSULTANT shall be fully responsible to CITY
for all acts and omissions of a sub consultant. CONSULTANT shall
change or add sub consultants only with the prior approval of the
city manager or his designee.
SECTION 12. PROJECT MANAGE~IENT. CONSULTANT will assign Blanca
Yok, as the project director to have supervisory responsibility for
the performance, progress, and execution of the Services. If
circumstances or conditions subsequent to the execution of this
Agreement cause the substitution of the ’project director or any
other key personnel for any reason, the appointment of a substitute
project director and the assignment of any key new or replacement
personnel will be subject to the prior written approval of the
City’s project manager. CONSULTANT, at City’s request, shall
promptly remove personnel who CITY finds do not perform the
Services in an acceptable manner, are uncooperative, or present a
threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property.
The city manager will represent CITY for all purposes under this
Agreement. Each Division within the City will assign a specific
individual to act as Consultant’s point of contact with respect to
performance, progress and execution of the Services.
SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance
of the Services, CITY will furnish or cause to be furnished the
specified services and/or documents described in Exhibit "A" and
such other available information as may be reasonably requested by
CONSULTANT, on a task-by-task basis.
SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports,
specifications, calculations, documents, other materials and
copyright interests developed or discovered by CONSULTANT or any
other person engaged directly or indirectly by CONSULTANT to
perform the services required hereunder shall be and remain the
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property of CITY without restriction or limitation upon their use.
Neither CONSULTANT nor its contractors, if any, shall make any of
such materials available to any individual or organization without
the prior written approval of the city manager or designee.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any
reasonable time during the term of this Agreement and for three (3)
years thereafter, Consultant’s records pertaining to matters
covered by this Agreement. CONSULTANT further agrees to maintain
and retain such records for at least three (3) years after the
expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY,
its Council members, officers, employees and agents (each an
"Indemnified Party") from and against all demands, claims, or
liability of any nature, including death or injury to any person,
property damage or any other loss, including all costs and expenses
of whatever nature including reasonable attorneys fees, experts
fees, court costs and disbursements ("Claims") resulting in any way
from the work performed or to be performed under this Agreement due
to the willful or negligent acts or omissions by CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
The acceptance of Consultant’s services and duties by CITY s’hall
not operate as a waiver of the right of indemnification. The
provisions of this Section 16 shall survive the expiration or early
termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach
or violation of any covenant, term, condition or provision of this
Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition,
provisions, ~ordinance or law, or of any subsequent breach or
violation of the .same or of any other term, covenant, condition,
provision, ordinance or law.
SECTION 18. INSURANCE.
18.1.CONSULTANT, at its sole cost and expense, shall
obtain and maintain, in full force and effect during the term of
this Agreement, the insurance coverage described in Exhibit D.
CONSULTANT and its contractors, if any, shall obtain a policy
endorsement naming the City of Palo Alto as an additional insured
under any general liability or automobile policy or policies.
18.2.All insurance coverage required hereunder shall
be provided through carriers with Best’s Key Rating Guide ratings
of A-: VII or higher which are admitted to transact insurance
business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will
obtain and maintain, in full force and effect during the term of
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this Agreement, identical insurance coverage, naming CITY as an
additional insured under such policies as required above.
18.3.Certificates evidencing such insurance shall be
filed with CITY concurrently with the execution of this Agreement.
The certificates will be subject to the approval of City’s Risk
Manager and will contain an endorsement stating that the insurance
is primary coverage and will not be canceled, or materially reduced
in coverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days’ prior written notice of the
cancellation or modification, CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are
provided to City’s Purchasing Manager during the entire term of
this Agreement.
18.4. The procuring of such required policy or policies
of insurance will not be construed to limit Consultant’s liability
hereunder nor to fulfill the indemnification provisions of this
Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligate’d for the full and total amount of any
damage, injury, or loss caused by or directly arising as a result
of the Services performed under this Agreement, including such
damage, injury, or loss arising after the Agreement is terminated
or the term has expired.
SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this
Agreement, certifies that it is aware of the provisions of the
Labor Code of the State of California which require every employer
to be insured against liability for workers’ compensation or to
undertake self-insurance in accordance with the provisions of that
Code, and certifies that it will comply with such provisions, as
applicable, before commencing and during the performance of the
Services.
SECTION 20.TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
20.1.The city manager may suspend the performance of
the Services, in whole or in part, or terminate this Agreement,
with or without cause, by giving ten (i0) days’ prior written
notice thereof to CONSULTANT. Upon receipt of such notice,
CONSULTANT will immediately discontinue its performance of the
Services.
20.2.CONSULTANT may terminate this Agreement or
suspend its performance of the Services by giving ten (i0) days
prior written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY.
20.3.Upon such suspension or termination, CONSULTANT
shall deliver to the City Manager immediately any and all copies of
studies, sketches, drawings, computations, and other data, whether
or not completed, prepared by CONSULTANT or its contractors, if
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any, or given to CONSULTANT or its contractors, if any, in
connection with ~this Agreement. Such materials will become the
property of CITY.
20.4.Upon such suspension or termination by CITY,
CONSULTANT will be paid for the Services rendered or materials
delivered to CITY in accordance with the scope of services on or
before the effective date (i.e., i0 days after giving notice) of
suspension or termination; provided, however, if this Agreement is
suspended or terminated on account of a default by CONSULTANT, CITY
will be obligated to compensate CONSULTANT only for that portion of
Consultant’s services which are of direct and immediate benefit to
CITY as such determination may be made by the City Manager acting
in the reasonable exercise of his/her discretion
20.5. No payment, partial payment, acceptance, or partial
acceptance by CITY will operate as a waiver on the part of CITY of
any of its rights under this Agreement.
SECTION 21. NOTICES.
All notices hereunder will be given in writing and mailed, postage
prepaid, by certified mail, addressed as follows:
To CITY:Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager.
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 22.CONFLICT OF INTEREST
22.1.In accepting this Agreement, CONSULTANT
covenants that it presently has no interest, and will not acquire
any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the
Services.
22.2.CONSULTANT further covenants that, in the
performance of this Agreement, it will not employ sub consultants,
contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial
interest under this Agreement is an officer or employee of CITY;
this provision will be interpreted in accordance with the
applicable provisions of th6 Palo Alto Municipal Code and the
Government Code o.f the State of California.
22.3. If the Project Manager determines that CONSULTANT
is a "Consultant" as that term is defined by the Regulations of the
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Fair Political Practices Commission, CONSULTANT shall be required
and agrees to file the appropriate financial disclosure documents
required by the Palo Alto Municipal Code and the Political Reform
Act.
SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto
Municipal Code section 2.30.510, CONSULTANT agrees that in the
performance of this Agreement, it shall not discriminate in the
employment of any person because of the race, skin color, gender,
age, religion, disability, national origin, ancestry, sexual
orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it
has read and understands the provisions of Chapter 2.28 of the Palo
Alto Municipal Code relating to Nondiscrimination Requirements and
the penalties for violation thereof, and agrees to meet all
requirements of Chapter 2.28 pertaining to nondiscrimination in
employment, including completing the form furnished by CITY and set
forth in Exhibit E.
SECTION 24.MISCELLANEOUS PROVISIONS.
24.1. This Agreement will be governed by the laws of
the State of California.
24.2.In the event that an action is brought, the
parties agree that trial of such action will be vested exclusively
in the state courts of California or in the United States District
Court for the Northern District of California ~in the County of
Santa Clara, State of California.
24.3.The prevailing party in any action brought to
enforce the provisions of this Agreement may recover its reasonable
costs and attorneys’ fees expended in connection with that action.
24.4.This document represents the entire and
integrated agreement between the parties and supersedes all prior
negotiations, representations, and contracts, either written or
oral. This document may be amended only by a written instrument,
which is signed by the parties.
24.5.The covenants, terms, conditions and provisions
of this Agreement will apply to, and will bind, the heirs,
successors, executors, administrators, assignees, and CONSULTANTs,
as the case may be, of the parties.
24.6.If a court of competent jurisdiction finds or
rules that any provision of this Agreement or any amendment thereto
is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and
effect.
24.7.All exhibits referred to in this Agreement and
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any addenda, appendices, attachments, and schedules to this
~-:g¢c:em~nt whlch~ from time ’to time, may be referred to in an.y duly
ez~{cuted amen~ktwmt hereto are hy such r~ferenoe incorporated ..in
this Agreement and will be deemed to be a o.~rt of this Agreement.
24 ~ 8.This Ag=eement is subject tc the fiscal
prev.Lsicns of the Charter of the City of Pale A!to and mhe Pale
Alto M<~.qicipal Cede. This Agreement wi!l terminate without any
penalty (~) az the end of any fiscal year it: <he event that funds
are not agprcpr].a=ed for the following fiscal year, or (b) at any
time withi= a fisca! .year in the event that funds are only
appropriated for a portion of the fi’scal year anti funds for this
Agreement are no longer available. This Section 24.8 shal! take
precedence in t:ho event of a conflict with any other covena:lt,
term~ condition, or provisicn of this Agreement.
IN WITNESS WHEREOF, the parties hereto have by their duly
atlr~ho£1zed representatives ezecuted this Agreement on the date
first above written~
CITY OF ’PALe ALTO
A[:I?~{()VED AS TO FORM:
City Attorney
Sy:~
Assis~:ant City Manager
rector of Administrative
Servi¢:(.~s la×paTee Identification NO.
Purchas~mg ~anager
Contract Manager
;~X.{[II3 !~~ "A" :
EX.qI B IT "B":
SCOPE OF WORK
CON [:ENSA,PION
cT ’--t ,- z-t,o t
(Compliance wi~.h Corp. C<:,,.",o ~ 313 i~ required
i[ the 8nti~y on who~e bahalf this contract is
signed £s a corpora<ion. Z~] the a!ternative,
the ~£g~.&to~y authori%~ O~ the individuals
EXHIBIT A
SCOPE OF SERVICE
AGREEMENT #CT07119987
1.Proiect Description
Consultant shall independently provide publication services in the weekly circular, known as The
Palo Alto Weekly, of legal and public notices and advertising displays as needed by the City of
Palo Alto’s Office of the City Clerk, Planning and Community Environment Division, Legal
Division, Public Works Division and potentially other Divisions within the City. Services, if
required, will be authorized on a Task-by-Task basis, via requests for publication in the form of
purchase orders, as needed. Tasks will be assigned and authorized by the various Division
Managers. Task scopes, budgets, and completion schedules will be negotiated as needs arise.
2. Scope of Services
Services performed by the contractor may include, but shall not be limited to:
A) Publication of LegalNotices
B) Publication of Public Notices
¯C) Display Advertisements
o Requests for Publication (Task Orders)
A Task Specific Purchase Order will be issued for each requested publication. Details for each
Task, (request for publication) will be included with the request.
EXHIBIT B
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services
performed in accordance with the terms and conditions of this Agreement.
Compensation for each Task, shall be calculated based on the rate schedule
attached as Exhibit B-1.
The compensation to be paid to CONSULTANT under this Agreement for all
services performed shall not exceed $150,000.00. CONSULTANT agrees to
complete all assigned Tasks which it agrees to and accepts, within this
amount. Any Tasks performed or expenses incurred for which payment
would result in a total exceeding the maximum amount of compensation set
forth herein shall be negotiated and approved in advance of the work
performed or shall be at no cost to the CITY.
EXHIBIT B-1
COST SHEET and SCHEDULE OF RATES
Notices and Advertising Displays to be published at the Rate of
$38.00 per unit per day. (Unit equals 1-7/8" x 1-1/2 ").
Effective July 1,2006
.Rates subject to annual adjustment (To Be approved by CITY)
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