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HomeMy WebLinkAboutStaff Report 178-10TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE: April 5, 2010 CMR: 178:10 SUBJECT: Approval of Agreement with the Palo Alto Weekly for Newspaper Advertising Services in the Not -to -Exceed Amount of•$150,000 per Year for a Three Year Period, For a Total Value of $450,000 RECOMMENDATION Staff recommends that Council approve and authorize the City Manager to execute the attached contract with The Palo Alto Weekly in an amount not to exceed $150,000 per Year for Legal and Display Advertising Services. Contract will be for calendar years 2010, 2011 and 2012. Total not -to -exceed value of this agreement is $450,000. BACKGROUND The Palo Alto Municipal Code requires that legal notices be published in a "newspaper of general circulation," (See e.g. Charter, Article VI, Section 2, PAMC Sections 2.04.010, 2.44.010.). This phrase is a term of art and to qualify a newspaper must obtain a judicial decree based upon statutorily specified circulation requirements. DISCUSSION The scope of work to be performed under the contract is for the publication of the City's Legal and Public Notices and Display Advertisements, The Palo Alto Weekly has been selected because it is the only local newspaper which is adjudicated to run Legal Advertisements in Palo Alto. Neither of the other two local newspapers, The Palo Alto Daily News and The Daily POST, are adjudicated to run Legal Advertisements in Palo Alto. The Palo Alto Weekly has a large circulation in and around Palo Alto. It is delivered to all Palo Alto households, with a distribution covering the mid -peninsula area of San Francisco. In addition, the Palo Alto weekly is a free weekly publication whose target audience is the local Palo Alto community. RESOURCE IMPACT Funding for this Agreement for FY 09/10 is provided in the FY 2009/10 Budget. Year 2 and Year 3 of the Agreement will be contingent upon Budget Approval for FY 2010/11 and for FY CMR:178: I 0 Page 1 of 2 Agreement, Estimated annual values of these Blanket Orders by Department are; Planning - $35,000, City Clerk - $30,000, Public Works Recycling - $30,000, Utilities Marketing - $20,000, Public Works Water Quality Control Plant - $7,000, and Public Works Refuse - $2,000. These blanket orders total $124,000. The need to increase the values of these Blanket Orders based on utilization, as well as the need for additional Blanket Orders as needed by other Departments may occur during the year. Therefore the need to request and approve contract authority value to a not -to -exceed total amount of $150,000 per year. POLICY IMPLICATIONS The recommendation is consistent with current City policies. ENVIRONMENTAL REVIEW This is not a project under the California Environmental Quality Act (CEQA). PREPARED BY: KATHY DLEY Contract Administrator DEPARTMENT HEAD: CITY MANAGER APPROVAL: LALO Director of Admi istrative Services JAMES IENE City Ma ger ATTACHMENTS Attachment A: Contract with Palo Alto Weekly ( CMR:178: I0 Page 2 of 2 CITY OF PALO ALTO CONTRACT NO.: CT10134895 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 . 2010, 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 "CITY" desires to engage "CONSULTANT" to provide, on an as -needed basis, Advertising Publication Services as needed. B. CONSULTANT has represented that it has 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 as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, .terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to January 31, 2013, unless terminated earlier pursuant to Section 20 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner Professional Services Rev. September 2009 based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the teirlf 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), per year. The applicable rates and schedule of payment are set out in Exhibit C, entitled "COMPENSATION," and Exhibit C-1, entitled Cost Sheet and Schedule of Rates. which are attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order ;to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C-1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT' s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. 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 subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature 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. Professional Services Rev. January 2009 4 IICc-terralsharedlASDIPURCHISOLICITATIONSICURRENT BUYER -CM FOLDERSIKATHY1Contra cts1ALL Master Agreements\CT10134895-PA Weekly-20101CONTRACT DOCUMENT. final.doc SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY' s stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. 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. SECTION 11. ASSIGNMENT. The parties agree that the expertise and .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 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Blanca Yok as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, 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 Professional Services Rev. January 2009 5 11Cc-terralsharedlASD\PURCH1SOLIC[TATIONSICURRENT BUYER -CM FOLDERSIKATHY1Contra cts\ALL Master Agreements ICT 10134895 -PA Weekly-20101CONTRACT DOCUMENT. final.doe 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's project manager is Kathy Bradley, Administrative Services Department, Purchasing and Contract Administration, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: 650-329-2162. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. 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. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. 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. [j]Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. 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 any and 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 attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. ® [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. 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 any and 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 attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or Professional Services Rev. January 2009 3 \\Cc-terralsharedAASD\PURCHISOLICITAT10NS\CURRENT BUYER -CM FOLDERS\KATI-[Y\Contra cts\ALL Master Agreements\CTl0I34895-PA Weekly-20101CONTRACT DOCUMENT.final.doc nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall 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 CITY 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 AM Best's Key Rating Guide ratings of A -:VII or higherwhich are licensed or authorized 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 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 obligated 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. Professional Services Rev. September 2009 11Cc-terralsharedlASDIPURCHISOLICITATIONSICURRENT BUYER -CM FOLDERSIKATHY\Contra cts1ALL Master Agreements\CT10134895-PA Weekly-20101CONTRACT DOCUMENT.final.doc SECTION 19. TERRME ATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. 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 (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. 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 any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. 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., 10 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 19.5. 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 20. 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 Account Manager at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has Professional Services Rev. September 2009 I\Cc-terralsharedlASDWPURCHISOLICITATIONSICURRENT BUYER -CM FOLDERS\KATHY\Contra cts1ALL Master Agreements\CT 10134895 -PA Weekly-20101CONTRACT DOCUMENT. final.doc 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. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, 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 the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the 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 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies 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 Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.3 0.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING. The City of Palo Alto is a green business and works to purchase and provide products in an environmentally sustainable manner. CONSULTANT will use production methods that reduce waste and environmentally toxic products, as well as have less packaging. CONSULTANT will adhere to the standard that printed materials will be, at a minimum, printed on 3 0% post consumer recycled paper with vegetable based ink. The designer will check with the project manager to discuss the maximum recycled content paper available for each project. FSC (Forest Stewardship Council) certified paper that is "process free" is preferred. CONSULTANT will use methods that reduce energy use and thus the carbon footprint for the development, production and delivery of products. CONSULTANT shall adhere to the City's Environmentally Preferred Purchasing policies as may be amended from time to time. 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 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. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third Profession& Services Rev. September 2009 \\Cc-terralshared\AS DIPURCHISOLICITATIONS\CURRENT BUYER -CM FOLDERSIKATHY\Contra cts\ALL Master Agreements CT l 0134895 -PA Weekly -20 f 01CONTRACT DOCU IvIENT.final. doc parties. 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 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 any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 24.9. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 24.10 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 24.11 All unchecked boxes do not apply to this agreement. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. Professional Services Rev. September 2009 11Cc-terralsharedlASD\PURCHISOLICITATIONSICURRENT BUYER -CM FOLDERSIKATHY1Contra cts\ALL Master Agreements \CT10134895-PA Weekly-20101CONTRACT DOCUMENT.final.doc CITY OF PALO ALTO ®City Manager (Required for contracts over $85,000) [Purchasing Manager (Required for contracts over $25,000) lContracts Administrator (Required for contracts under $25,0000 APPROVED AS TO FORM: Senior Asst. City Attorney THE PALO ALTO WEEKLY ?rke /Vcwr Name: Title: Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": SCOPE OF WORK SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS Professional Services Rev. September 2009 C:IDOCUME—llusec&LOCALS-11Temp\CONTAACT DCCUMENT.fina[- E .doc EXHIBIT "A" SCOPE OF SERVICES 1. Project 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 Legal Notices B) Publication of Public Notices C) Display Advertisements 3. 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. Professional Services Rev, September 2009 11Cc-terra\shared\ASDIPURCIi1SOLICITATIONSICURRENT BUYER -CM FOLDERS\KATHY1Contra cts\ALL Master Agreements\CTI0134895-PA Weekly-20t01CONTRACT DOCUMENT.final.doc EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each Service as required, to the reasonable satisfaction of the City. Professional Services Rev. September 2009 \\Cc-terralsharedlASDIPURCHISOLICITATIONSICURRENT BUYER -CM FOLDERSIKATHYIContra cts1ALL Master Agreements\CT10134895-PA Weekly-20101CONTRACT DOCUM ENT. fi n al. do c EXHIBIT "C" 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 C-1. The compensation to be paid to CONSULTANT under this Agreement for all services performed shall not exceed $150,000.00.per year 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 corripensation set forth herein shall be negotiated and approved in advance of the work performed or shall be at no cost to the CITY. Professional Services Rev. September 2009 IICc-terralsharedMASD\PURCHISOLICITATIONSICURRENT BUYER -CM FOLDERSIKATHY\Contra cts1ALL Master Agreements\CT 10134895 -PA Weekly-20101CONTRACT DOCUMENT.fmal.doc EXHIBIT C-1 COST SHEET and SCHEDULE OF RATES 1. Legal Notices to be published at. the Rate of $40.00 per unit per day, print only. (Unit equals 1-7/8" x 1-1/2 "). 11. Display Advertising to be published at the Rate of $50.00 per unit per day, print only. (Unit equals 1-7/8" x 1-1/2 ") 111. On -Line Options: A. Legal Option 1 120 x 90; Cost of $ 8.57 per day 60 minimum 7 days Option 2 120 x 240; Cost of $15.71 per day 110 minimum 7 days Option 3 728 x 90: Cost of $37.14 per day 260 minimum 7 days B. Display Option 1 120 x 90; Cost of $ 8.57 per day 60 minimum 7 days Option 2 120 x 240; Cost of $15.71 per day 110 minimum 7 days Option 3 728 x 90: Cost of $37.14 per day 260 minimum 7 days Professional Services Rev. September 2009 11Cc-terralshared\ASD\PURCHISOLICITATIONS\CURRENT BUYER -CM FOLDERSIKATHY\Contra cts1ALL Master Agreements\CT 10134895 -PA Weekly-20101CONTRACT DOCUMENT. final.doc EXHIBIT "D"' INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A,M BEST'S KEY RATINIG OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TR•1NSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING • PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE • $1,000,000 $;,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROP.ERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, • ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH TI-IE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE 1N COVERAGE OR OF COVERAGE CANCELLATION; AND 133. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. IIL ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. September 2009 11Cc-terralshared\ASDWURCHISOLICITATIONS\CURRENT BUYER -CM FOLDERSUCATHY1Cantra cts\ALL Master Agreements\CT10134$95-PA Weekly-20101CONTRACT DOCUMENT.final.doc THE NAMNG OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, ACID THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Professional Services Rev. September 2009 I\Cc-terralsharedlASD\PURCHISOLICITATIONSICURRENT BUYER -CM FOLDERS\KATHY1Contra cts1ALL Master Agreements\CT10134895-PA Weekly-20101CONTRACT DOCUMENT.final.doc