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2003-06-02 City Council
TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: UTILITIES DATE:JUNE 2, 2003 CMR: 270:03 SUBJECT:APPROVAL OF CONTRACTS FOR UTILITY DEPARTMENT CUSTOMER PROGIL4~M AND SERVICE MARKETING TO CARTER ISRAEL ADVERTISING AND PUBLIC R~LATIONS, INC., CARL AND MANOR ADVERTISING, A GENERAL PARTNERSHIP, AND FINELINE GRAPHICS AND DESIGN, INCORPORATED, FOR THREE YEARS FOR A TOTAL AMOUNT OF $54O,OOO RECOMMENDATION Staff recommends that Council: Approve and authorize the Mayor to execute the attached contracts for professional program marketing and public outreach professional services through January 1, 2004, with Carter Israel Advertising and Public Relations, Inc. in the amount of $80,000; Carl and Manor Advertising, in the amount of $50,000; and FineLine Graphics and Design, Inc., in the amount of $50,000. The contracts are renexvable annually for a period not to exceed three years, subject to approval each fiscal year. Authorize the City Manager or his designee to exercise the option to renew the contracts for up to two additional years, with a total budget of $180,000 each year plus a 10% contingency of $18,000, provided any proposed contract rate increases are consistent with the Bay Area Consumer Price Index; the contractors are responsive to the City’s needs; and, for each contract that is renewed, the quality of the contractor’s work has been acceptable during the previous year of the contract. CMR:270:03 Page 1 of 7 o Authorize t he City M anager o r h is designee t o exercise t he option t o r eallocate monies between the three contracts as long as no contract exceeds an allocation of $100,000 per year, and the total budget does not exceed $198,000 per year. BACKGROUND On an annual basis, the City of Palo Alto Utilities (CPAU) produces a significant amount of program marketing and public education materials for dissemination to its utility customers. Staff leverages the expertise of outside agencies in order to obtain professional quality marketing services that have included, but are not limited to, graphic design, photography, print production, web page development, advertising placement, and mailing service coordination in order to communicate frequently and effectively with utility customers. Every three years, CPAU conducts a competitive bidding process to obtain these outside services. CPAU completed a bidding process from July through December 2002. CPAU sought one or more qualified contractors to assist it in the development and implementation of various program marketing and public education projects in a professional and timely manner. The services to be provided by the successful bidder(s) include but are not limited to: creative design ser~rices, direct mail coordination, advertisement creation, media procurement, ~vebpage content and design, online interactive forms, new program marketing packet development, brochure content and production, advertisement production, customer utility bil! insert design, fact sheet development, customer satisfaction and Utility Strategic Plan balanced score card tracking and measurement, freestanding educational displays, and special event material production. Projects will be developed within the parameters set by CPAU. The majority of outreach materials to be developed will focus on CPAU programs and services, including efficient use of water and energy. Attachment A shows current and proposed outreach projects. DISCUSSION Selection Process Staff developed a detailed scope of work (Attachment B) for the ongoing utility communication efforts included in a Request for Proposal (RFP) issued on June 14, 2002 and mailed to 50 vendor firms (Attachment C). Firms were given the standard three weeks to respond tC~ the request by July 9. However, on July 2 that timeframe was extended to July 30, 2002 based on vendor feedback. Sixteen vendors submitted proposals, which included a range of hourly rates for consultation, design and production services, and provided a range of cost estimates for CMR:270:03 Page 2 of 7 specific projects from design through completion. The sixteen bidders are listed below in Table 1. Table 1. List of RFP Bidders That Submitted Proposals Artefact Design of Palo Alto AUC/Bayliss Hale of Mountain View Brow~a Bag Communications of Menlo Park Carter Israel Advertising and Public Relations, Inc. of San Jose Carl and Manor Advertising of Aptos FineLine Graphics and Design, Inc., of Santa Clara Galaxy Six Strategies of San Francisco Halleck Design Group of Pa!o Alto Jacobs Fulton Design Group of Palo Alto Kavish & Kavish Design of Palo Alto [Lucious Design & Research of Redwood City Macy + Associates of San Francisco McArthur Design of Palo Alto Michael Patrick Partners of Palo Alto Sonderby Design of San Francisco Threestory Studio of Palo Alto A committee consisting of staff from Utility Marketing Services, Utility Public Relations and the Administrative Services Purchasing Division reviewed the sixteen proposals. The committee carefully reviewed each firm’s qualifications and submittal in response to the RFP relative to the following criteria: references, qualifications of principals and staff, familiarity with the City, similar experience and expertise in the type of work required, suitability of design style, ability to communicate, samples submitted, financial stability, price range, completeness of proposal, proposal clarity, and completeness of response to scope of services. After reviewing the sixteen proposals, the committee reduced the vendor pool to six bidders and invited each for a one-hour interview with the committee during September 2002. The bidders interviewed were Artefact Design, Cart and Manor Advertising, Carter Israel Advertising and Public Relations, Inc., FineLine Graphics and Design, Inc., Halleck Design Group, and Jacobs Fulton Design Group. Key features of the six responses are summarized below in Table 2. CMR:270:03 Page 3 of 7 Artefact Design Carl and Manor Advertising Carter Israel Advertising and Public Relations, Inc. FineLine Graphics and Design, Inc. Halleck Design Group Jacobs Fulton Design Group Track record with City. on a few past projects Minimal internal/external resources for simultaneous projects Cost effective Design and communication style compatible with CPAU needs Proven track record with CPAU and other utility and public ~gencies Set up for quick turnaround items Staffresources and outside contractors available One stop shop for advertising, gaphic design and public relations Design and communication style compatible with CPAU needs Developed overall and recognizable design for Silicon Valley Power (City of Santa Clara municipal utility) Proven track record with SVP and other public agencies Set up for quick turnaround items Significant staffresources available Cost effective Design and communication style compatible with CPAU needs Set up for quick turnaround items Significant staffresources available One stop shop for advertising, design and public relations, using internal’external resources Track record with CPAU on a few past projects Cost estimates are high Minimal internal/external resources for simultaneous projects Cost estimates are high $120 $ 95 $150-175 $85-100 $150-275 !$125-150 $5,850 $7,350 $7,262 $15,645 $10-15,000 $1,350 $474-750 $1,050 $ 736 $1,000 Due to the expected mag-nitude of both the ongoing and upcoming utility outreach projects, the committee decided to select more than one agency to allow’ CPAU maximum flexibility in project scheduling and creative solutions. After interviews with the bidders, the committee reduced the bidder pool to four bidders and their client references were called. Based upon the evaluation of the proposals, interviews and reference checks, three agencies were selected and the initial funding CMR:270:03 Page 4 of 7 allocation was designated. Attachment D provides a matrix that summarizes the evaluation process. Carter Israel Advertising and Public Relations, Inc. was initially given a one-year contract from January 30, 2003 until January 30, 2004, for $60,000 with the option to renew for up to three years. Additionally, open purchase contracts were issued to Carl and Manor Advertising for $40,000 and FineLine Graphics and Design, Inc. for $40,000. Staff is requesting Council approval of new agreements (Attachments E, F and G) with Carter Israel in an amount not to exceed $80,000; Carl and Manor Advertising in an amount not to exceed $50,000; and FineLine Graphics and Design, Inc. in an amount not to exceed $50,000 through January 1, 2004. These new agreements replace those initially established on January 30, 2003. In addition, staff is requesting Council approval to shift funding between the three agreements as the need arises as long as no contract exceeds $100,000. Reallocations of monies between the three agreements may be required based on changes in vendor staffing and expertise, availability for the project, and past performance. Service Descriptions of Contractors Carter Israel This agency h as e xtensive experience working with a nother 1 ocal public power u tility, Silicon Valley Power (City o f Santa Clara) for the last five y ears. Carter Israel helped Silicon Valley Power double its customer participation rates in its public benefits program through effective program marketing and significantly increase its customer satisfaction ratings through more targeted communication efforts. Its experienced one-stop agency includes in-house creative design, website design, marketing-communications expertise, and a seasoned public relations staff. CPAU expects to use this agency for two primary responsibilities: 1.Serve as CPAU’s primary agency for overall communications strategy and planning; and 2.Develop design specifications, standard templates for recurring outreach, and consistent style guidelines for all CPAU public outreach. Carl & Manor ~4dvertising CPAU has worked with this agency for over 3 years on a variety of projects such as program marketing packets, brochures, program applications, web page design, monthly utility b ill i nserts, newspaper advertisements, 1 obby displays, a nd posters. T his a gency has proven its ability to meet quick turnarcand times on both large and small projects for a reasonable price. Although it has performed well, it is too small an agency to provide the level of capability CPAU desires for its primary communications strategy agency. CMR:270:03 Page 5 of 7 CPAU would like to retain this agency, along with lZineLine Graphics & Design, for two primary responsibilities: 1.Provide ongoing support and updates to existing materials it has developed on CPAU’s behalf, and 2.Design and implement new outreach materials within the design style, standards templates and use guidelines established by CPAU, along with Carter Israel. FineLine Graphics & Design In the past, CPAU has needed additional support for quick turnaround projects such as utility bill inserts, brochures, program marketing packets, newspaper advertisements, special event materials, news releases, and program application forms. This agency’s small but experienced one-stop operation includes in-house creative design, marketing- communications expertise, and public relations staff. CPAU would like to retain this agency, along with Carl & Manor Advertising, for the two primary responsibilities discussed above. RESOURCE IMPACT For many years, outside graphic design and advertising agency assistance has been utilized for ongoing customer communication and program marketing efforts. This approach has allowed staff to manage program development and implementation while enlisting outside expertise t o create e ffective marketing pieces. A dvertising and public outreach activity costs have been, and continue to be, an ongoing cost for CPAU of doing business and communicating to its customers. The budget set for these contracts are in line with previous budgets set by Utility Marketing Services and Utility Public Relations for similar services conducted on behalf of the entire department. All ongoing utility program marketing and customer communication costs are incurred through outside agencies are budgeted in the CPAU’s operating budget and are approved through the annual City budget review process. The funds allocated for this activity are included in both t he existing 2 002-03 and t he proposed 2003-05 budgets. Future e xpenses w ill b e included in annual operating budgets. POLICY IMPLICATIONS This recommendation is consistent with the Council-approved Utilities Strategic Plan Objective #1, to enhance customer satisfaction by delivering valued products and services. It also supports Utilities Strategic Plan Objective #4: to identify and maintain the unique advantages of municipal ownership. These program marketing and educational activities a lso a re consistent with p roviding infornaation t o the community on water q uality, resource efficiency, g as and electrical CMR:270:03 Page 6 of 7 safety, capital improvement projects for utility infrastructure and general utility service information to the community and offering resource efficiency pro~ams and community- driven services to all utility customers as described in the City’s 1998-2010 Comprehensive Plan, Natural Environment items N-24, N-26, N-28, N-63, N-64, and N- 67. ENVIRONMENTAL REVIEW The recommended action does not constitute a project under the California Environmental Quality Act. ATTACHMENTS A: B: C: D: E: F: G: Current and Proposed Projects Scope of Services RFP Proposal Evaluation Matrix Contract with Carter Israel Advertising and Public Relations, Inc. Contract with Carl and Manor Advertising Contract with FineLine Graphics and Desig-n, Inc. PREPARED BY: DEPARTMENT HEAD: CITY MANAGER APPROVAL: Anthony EneJ Utility.Account h;n~a Clerkson Public Relations Manager ylre!Ctor of Utilities EMILY HANSON x Assistant City Manager CMR:270:03 Page 7 of 7 ATTACHMENT A CURRENT AND PROPOSED OUTREACH PROJECTS For CPAU Customer Program and Service Marketing OngoingPalo Alto Smart Energy Proem Residential Appliance Rebate Program Residential Ongoing Eichler Homeowner Resource Assistance Progam Residential Proposed Photovoltaic (PV) Progam Residential, Commercial Ongoing Future Green Replacement Program, Palo Alto Green Residential, Commercial Proposed Commercial Advantage Program Commercial Ongoing Reliability Pro~am Commercial Proposed Water Conservation Progams Residential, Commercial Proposed Technical Assistance Offering for Resource Efficiency Commercial Proposed Online Energy Audit Residential Proposed Water Efficient Technology Commercial Ongoing Landscape Water Efficiency Standards Commercial Ongoing Progam Education and Technology Highlight Workshops Residential, Commercial Ongoing Customer Web Access to Billing and Usage Data Residential, Commercial Proposed 24/7 Customer Appointments Residential, Commercial Ongoing Capital Improvement Program Updates Annual Water Quality Report Annual Financial Report Fingertip Facts about CPAU New Customer Packet Materials Doing Business in Palo Alto, CPAU Benefits/Parmership Web page Content and Interactive Forms Water Supply Communication Gas and Electrical Safety education Resource Efficiency Technology Highlights and Ho~v-to Fact sheets Public Presentations & Materials at Ener~, and Water Forums Monthly Utility Bill Inserts Customer Service Disruption Notification New Service/Progam Announcements & Forms Changes in CPAU Water Disinfection to Chloramines Changes to Rate Schedules New Customer Packet (update) Electric and Gas Safety USA Alert - Call Before Digging Notices Notifications and Preparedness for Planned’Unplanned Service Disruptions CANOPY - Right Tree. Right Place Case Studies of Successful Efficiency Installations Residential, Commercial Residential, Commercial Residential, Commercial Residential, Employee Residential, Commercial Commercial Residential, Commercia! Residential, Commercial Residential, Commercial Residential, Commercial Residential, Commercial Residential Residential, Commercial Residential, Commercial Residential. Commercial Residential. Commercial Residential Residential. Commercial Residential, Commercial Residential. Commercial Residential. Commercial Residential, Commercial Ongoing Ongoing Proposed Ongoing Proposed Proposed Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Proposed Ongoing Proposed Ongoing Ongoing Ongoing Ongoing Ongoing Special Events Residential, Commercial Ongoing Earth Day Event Residential. Employee Ongoing Public Power Display Residential. Employee Ongoing Chamber of Commerce Business Expo Display Commercial Ongoing CMR:270:03 - ATTACHMENT A Page 1 of 1 ATTACHMENT B SCOPE OF SERVICES For CPAU Customer Program and Service Marketing 1.0 DESCRIPTION OF PROJECT City of Palo Alto Utilities (CPAU) would like to retain the services of three outside service agencies to provide graphic design, marketing material development, copyrighting, print production, advertising placement and mailing service coordination to assist CPAU in communicating with its residential and business utility customers. CPAU seeks parmers to assist it in the efficient and cost-effective completion of various projects in a professional and timely manner. CPAU would like to select more than one partner to provide all or some of these services. On an annual basis, CPAU staff implements a multitude of program and service marketing along with customer education outreach activities by leveraging outside graphic designers and ad agencies to supplement staff resources. Public outreach conducted includes informational packets, applications, factsheets, brochures, ads, posters, displays, presentation materials, bill inserts and web pages for many of the following activities: marketing efficiency programs promoting upcoming workshops, special events, solar home tours promoting services: 24/7, leak detection, water quality issues, technical assistance to businesses, safety presentations, grants to schools for efficiency, marketing dark fiber program to businesses developing application forms for customers to apply for rate assistance, si~ox~ up for automatic bank drafting to pay their bill, doorhangers to provide info when electricity, water, gas and wastewater problems occur that require the home or business service to be shut off producing lobby displays and other materials to promote the unique nature of public power educating utility customers about money and resource-saving tips, emergency preparedness, keeping power lines clear, emergency numbers, safety around power lines/natural gas complying with legal publishing requirements such as the quarterly power content label, annual water quality report, annual notification for Underground Service Alert to promote avoid hitting underground utilities during construction, annual item the Canopy program to plant the right tree under power lines, annual gas/electrical safety bill insert CMR:270:03 - ATTACHMENT B Page 1 of 2 creating between 24 and 48 utility bill inserts each year 2.t) TASK ASSIGNMENT PROCEDURE Selection of the Consultant does not ensure that any vendor will be assigned work, but only makes the Consultant available to provide services to the City. At times, however, the City’s Project Manager may assign one or more Consultants work. All such work assignments will be made at the discretion of the City’s Project Managers, based on the Project Managers’ opinion of the Consultant’s qualifications, availability, and past performance. An activity work plan shall be developed for each assignment requested by the Project manager that includes scope, schedule, deliverables, budget and other information. The City of Palo Alto Utilities Project Managers must approve said work plan prior to its implementation. The Project Managers may give telephone authorization to Consultant to perform certain tasks at his/her sole discretion. 3.0 TIME SCHEDULE The term of this contract is from date of execution to January 30, 2004. These contracts may be renewed, upon mutual agreement, for two additional one-year periods. CMR:270:03 -ATTACHMENT B Page 2 of 2 Date Subject: Project Title: ATTACHMENT C July 2, 2002 Addendum Number 1 to City of Pato Alto Request For Proposal Number 144812 ADVERTISING, COMMUNICATIONS AND PUBLIC RELATIONS AGENCY Department:Utilities Department Proposal Opening Date: 3:00 PM, Tuesday, July 30, 2002 Please note the following change is hereby incorporated to the requirements of the RFP: The opening (due) date has been changed to July 30, 2002 (from July 9, 2002) This Addendum has changed the Proposal Opening Date to the date and time specified above. To assure that all Proposers have received each addendum issued, Proposer’s are required to acknowledge receipt of Addenda by completing SECTION 300A, Paragraph H. Failure to acknowledge receipt of Addenda may be considered as an irregularity in the Proposal: Marina Lutze 650-329-2500 Contract Manager City of Palo Alto Linda Clerkson, Project Manager Anthony Enerio CITY OF PALO ALTO RFP PAGE t OF UTILITIES DEPARTMENT PROJECT T~TLE: ADVERTISING, COMMUNICATIONS AND PUBLIC RELATIONS AGENCY REQUEST FOR PROPOSAL (RFP) 144812 RFP CLOSES: 3:00 P.M., TUESDAY, July 9, 2002 (Proposals will not be accepted after 3:00 p.m.) ISSUED: June 14, 2002 PART ! - REQUEST FOR PROPOSAL SECTION 1 Date: June 14, 2002 The City of Palo Alto, Purchasing and Contract Administration request a Proposal on behalf of Utilities Department for: Project Title:Advertising, Communications and Public Relations Agency Description of Project:Utilities Department is seeking to retain the services of an advertising/communications/public relations agency to provide advertising, marketing communication and public relations services, including graphic design, print production, advertising, media placement and mailing service coordination. Minimum requirements are described in the Scope of Services (Part III), herein. Project Manager:Linda Clerkson/Anthony Enerio Contract Manager:Marina Lutze, Buyer Telephone:(650) 329-2500 Proposal Submittal Information 1.0 Proposal closes (The Proposal, in its entirety, must be received by Purchasing and Contract Administration not later than) 3:00 P.M., Tuesday, July 9, 2002. Documents will not be accepted after 3:00 P.M., Tuesday, July 9, 2002 2.0 3.0 4.0 Proposals may not be delivered by facsimile transmission or other telecommunication or electronic means. Proposals arriving after the deadline will be returned, unopened, to their senders. Date, Time, and Location of Proposal Opening: Proposals will be opened in the Council Conference Room at the Palo Alto Civic Center, 250 Hamilton Avenue, First Floor, Palo Alto, at 3:00 PM on the date of Bid closing. All Proposals shall be opened and (only) the name of the Proposer shall be read. CITY OF PALO ALTO RFP 144812 PAGE 1 OF 3 PART I - REQUEST FOR PROPOSAL SECTION 1 5.0 Proposers, or their representatives and other interested persons may be present at the Proposal opening. Submittal of Documents: 1.0 Submit documents only by delivering or mailing to the Manager, Purchasing and Contract Administration: (Delivery by person or other carriers) City of Palo Alto Purchasing and Contract Administration Mezzanine, Civic Center 250 Hamilton Avenue Palo Alto, CA 94301 2.0 3.0 (US Mail only) City of Palo Alto Purchasing and Contract Administration PO Box 10250 Palo Alto, CA 94303 Proposers assume the risk of the method of dispatch chosen. All Proposals and accompanying documents shall be submitted in a sealed envelope. The outside of the envelope shall be marked, and identified as follows: Proposal Enclosed Project Title: ADVERTISING, COMMUNICATIONS AND PUBLIC RELATIONS AGENCY Request For Proposal (RFP) Number 144812 Proposer/Company Name and Return Address Pre-Proposal Conference Information: A pre-Proposal Conference is not scheduled. Eo Proposal Documents: Proposal Documents are available from the City of Palo Alto, Purchasing and Contract Administration, Mezzanine, Civic Center, 250 Hamilton Avenue, Palo Alto, CA 94301 (Telephone number 650.329.2271 ). Proposal Requirements: The Proposer shall respond to all requirements in accordance with the terms and conditions, description, information and instructions, and all Sections and schedules of Parts I, I1, and III, herein, and shall be required to: ° Agree with the terms and conditions of this RFP; Comply with the requirements of, and submit informatior~, and documentation, including executed forms, as required by, this RFP; Be licensed with, and as required by the State of California; Properly execute its Proposal; Be knowledgeable of, and comply with, applicable local, state, and federal laws, regulations, codes, and ordinances; CITY OF PALO ALTO RFP 144812 PAGE 2 OF 3 PART I - REQUEST FOR PROPOSAL SECTION 1 o Comply and document compliance with City’s insurance requirements, when so required; Meet and comply with all other requirements specified in this RFP. City may at its option, for any or for no reason, reject all Proposals, re-advertise an RFP, cancel an RFP, or elect to itself perform the Project. The Consultant selection process specified herein shall be the basis for award. Any reference to "cost" or "costs", when made is to establish the relationship of the overall estimated cost to the budget amount available. H°The term of this agreement shall be for the twelve (12) month period from date of award, and may be extended by mutual agreement for up to two (2) 12-month periods for a maximum of 36 consecutive months, subject to: City of Palo Alto City Council’s annual approval of each current year’s budget and appropriation of funds; The Consultant/Contractor’sNendor’s compliance with the terms and conditions as established by this RFP; The Consultant/Contractor’sNendor’s satisfactory performance, and timely compliance with the requirements of this RFP; and Firm pricing for each twelve month term, as set forth herein Notwithstanding the foregoing, City may terminate the agreement, with or without cause, by providing ten (10)days written notice. CITY OF PALO ALTO RFP 144812 PAGE 3 OF 3 PART I - TABLE OF CONTENTS SECTION 2 Table of Contents Section 1 Section 2 Part I Request for Proposal Table of Oontents Form W-9 Section 100 RFP Section 300A Section 650 Part II Request for Taxpayer Identification Number and Certification Proposal Instructions and Special Conditions Proposer Information Insurance Requirements and pre-Award Insurance Evaluation (Form W-9, Section 300A and Section 650 must be completed, executed, and submitted with Proposal) Part III Scope of Work or Services CITY OF PALO ALTO RFP NO. 144812 PAGE t OF 1 (Hey. December 2000) Oepsr’,rnen~ o~ ~he Treason/~n~.ern~ Re,,mue Ser,.~ce Request for Taxpayer Identification Number and Certification Name (See Specific Ins, truct~ons on page Busin~s name. ~f different from above. (See Specific Instructions on page 2.) Check appropriate box: [] IndMdual]Sole proprietor [] Corporation Address (number, streeL and apt. or suite no.) CiL3, state, and ZIP code ~ Taxpa),er Identification Number (TIN) Enter your TIN in the app[opdate box. For individuals, this is your social secudty number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, .see the Part I instructions on page 2. For other entitles, it is your employer identification number (EIN). If you do not have a number, see-How to get a TIN on page 2. Note: If the account is in more than one name, see the chat’¢ on page 2 for guidelines on whose number to enter. ~ Certification Under penalties of perjury, I c~rtify that: Give form to the requester. Do not send to the InS. ] Partnership [] O~er @ ...................................... Requester’s name and address (opLional) Ust account number(s) here (optional) For U,S. Payees .Exempt From Backup Withholding (See the inst~JctJons on page 2.) Social security number or 1.The number shown on this form is my correct taxpayer identification number (or 1 am waiting for a number to be issued to me), and 2.I am not subject to backup withholding because: (a) I am exempt from backup withholding, or 03) I have not been notified by the Internal Revenue Service (INS) that I am subject to backup withholding as a result of a failure to repoR all interest or dividends, or (c) the Ins has notified me that I am no longer subject to backup withholding, and 3.I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the Ins that .you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acguisitlon or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and genera!ly, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 2.) Sign I Signature of Here ! U.S. person 1~Date I~ Purpose of Form A person who is required to file an information ¯ return with the Ins must get your correct taxpayer identification number (TIN) to repa~ for example, income paid to you, real estate transactions, mortgage interest you paid. acquisition or abandonment of secured property, cancellation of debL or conr, riburJons you made to an IRA. What is backup withholding? Persons making certain payments to you must withhold and pay to the Ins 31% of such payments under certain conditions. This ~s called "backup withholding." . Payments that may be subject to backupwithholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. If you give the requester your correct TIN, make the proper certifications, and report all )/our taxable interest and dividends on your tax retum, payments you receive will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. You do not certify your TIN when required (see the Part Itl instructions on page 2 for details), or 3. The Ins tells the requester that you furnished an incorrect TIN, or 4. The Ins tells you that you are subject tO backup withholding because you did not report al! your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify tothe requester that you are not subject to backup withholding under 4 above (for reportable interest and dMdend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the Part II instructions and the separate Instructions for the Requester of Form W-9. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requestar, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to cdminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and cdminal penalties. Use Form W-9 only if you are a U.S. person (~ncluding a resident alien), to give ),our correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify the TIN you are giving is correct (or you are wailing for a number to be issued), 2. CertJf’j you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.& exempt payee. If you are a foreign person, use the appropriate Form W-8. See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Corporations. Note: If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Cat. No. 10231X Form W-9 (Rev. 12-2000) Form W-9 (P.ev. 12-2000) Specific Instructions Name. If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without infonming the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity v/nose number you enter in Part I of the form. Sole proprietor. Enter your individual name as shown on your social secudeJ card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line. Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entibJ separate from its owner under Treasury regulations section 301.7701-3, enter the owller’s name on the "Name" line. Enter the LLC’s name on the "Business name" line. Caution: A disregarded domestic enZity that has a foreign owner must use the appropriate Form W-8. Other entities. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line. Part I--Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social secudty number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are an LLC thai: is disregarded as an entibj separate from its owner (see Limited liability company (LLC) above), and are owned by an individual, enter your SSN (or "pre-LLC" EIN, if desired). If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner’s EtN. Note: See the chart on this page for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Secudbj Card, from your local Social Secudty Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN or Form SS-4, Application for Employer identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the.IRS~s Internal Web Site at www.irs.gov. If you do not have a TIN, write "Applied For" in the space for the TIN. sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments, The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on such payments until yqu p.rovide your TIN to the requester. Note: Wridng "Applied For" means that.you have already applied for a TIIV or that.you intend to apply for one soon, Part lI--For U~S. Payees Exempt From Backup W3thholding Individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. For more information on exempt payees, see the separate Instructions for the Requester of Form W-9. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part Io write "Exempt" in Part II, and sign and date the form. If you are a nonresident alien or a ~oreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. Part III--.Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 3, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out. item 2 of the cerdfication. 4. Other payments. You must give-your correct TIN, but you do not have to sign the certification unless you have been notified that you have pi’eviously given an incorrect TIN. "Other payments" include paymepts made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care serviqes (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified state tuition program payments, IRA or MSA contributions or distributions, and pension distributions. You must give ),our correct TIN, but you do not have to sign the certification. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the tRS to Page 2 report interest, dividends, and certain other ¯ income bald to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt or conthbutions you made to an IRA mr MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return, The IRS may also provide this information to the Department of Justice for civil and cdminal litigation, ~nd to cities, states, and the Disthct of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dMdend, and certain other payments to a payee. who does not give a TIN to a payer. Certain penalties may also apply. What Name and Number To Give the Requester For this type of account: ~ive r~arne ~nd SSN of:. 1. individual Z. Two ~ more indMduais ~o~ntaccount) 3.Custodian account of a minor (Uniform Giftto tVlfnors Act) 4. a. The usualrevocable savings trust (grantor isalso trustee) b. So-called bust account that is no[ a legal or var~ b~stunder state law 5, Sole proprietorship For 6, 7, 8. 9. 10. 11. this type of account: So~e proprietorship A valid t‘rust, estate, or pension Izust Corporate Association. club." religious, chadlable,educational, or other tax-exemptorganization Partnership , A broker or registerednominee Account with theDepartment of Agriculture in the name of ~ public entil’y (suchas a slate or local government, schooldisl~iCL or prison) bhat receives agricultural program payment~ The india! The actual owner of theaccount or, if combined ftmds, the ~t indMdual on ~e account ’ T~e rr~nor~ The grani.or-trustee ~ Give name and EIN of:. The owner ~ Lega! entity ’ The coq)oretion The organization The partnership The broke~ or no.nee The publ~c entity ~ Ust first and drde the name of the person whose number you furnish. If only one person on a jointaccount has an SSN, that person’s number must be furnished. ~ Circle the minor’s name and furnish the minods SSN. =You must show your individual name, but you may also e~,,lar your business er "DBA" name. You may use a!~er your SSN or EIN (if you have one). ¯ List fffst and circle the name of the ~1 crust, estate, or pension b’USL (Do not furnish the TIN of the personalrepresentative or trustee unless the legal entity iLsa!f is not designated in the account, tide.) Note: If no name is circled when more than one name is listed, ~he number will be considered to be that of the first name listed. PALO AI30 UTILITIES DEPARTMENT PROJECT TITLE: ADVERTISING, COMMUNICATIONS AND PUBLIC RELATIONS AGENCY REQUEST FOR PROPOSAL (RFP) 144812 PART II INSTRUCTIONS AND FORMS PART II- PROPOSAL INSTRUCTIONS AND SPECIAL CONDITIONS SECTION 100 A.INSTRUCTIONS Proposal Format: To receive consideration a Proposal submitted in response to this RFP shall be in accordance with the requirements herein, shall be typewritten, and shall include all required forms, executed as directed, and: 1.Shall include an original and four (4) copies of the Proposal, Unless Alternative Proposals are requested, no person, firm or corporation shall be allowed to file, or be interested in, multiple proposals; and unless Alternative Proposals are requested, Proposals shall not contain any modification of the work or services specified (in instances when Alternative Proposals are requested Proposer shall clearly and completely identify the alternatives to the specified work or services contained in its Proposal). Interpretation: Any Proposer may submit to the Contract Manager, or to the Project Manager, or to both, a written request for the clarification of any aspect of this RFP, providing such request is received by the Contract Manager or the Project Manager, or both, not less than five (5) days prior to the date and time that this RFP is scheduled to close. No request for clarification shall be submitted orally in person or by telephone. Withdrawal of a Proposal: A Proposer may withdraw its Proposal, either personally or by written request, at any time prior to the date and time that this RFP is scheduled to close. No Proposal may be withdrawn for a period of ninety (90) days after the date and time that this RFP is scheduled to close. Addenda: Any addendum issued by the City during the RFP process shall be acknowledged by Proposer (see Part II, Section 300A, Proposer Information). The requirements of all City issued addenda to this RFP shall be made part of an/the agreement between the City and the selected Proposer. Specifications: The specifications or scope of work included have been prepared to describe the standard of quality, performance, and other characteristics needed to meet City requirements. The City will accept alternate proposals of a designated material, product, thing, service, "or equal", and will determine if such alternate proposals are satisfactory in meeting a mandatory requirement or specification and if the proposed alternate meets the intent of the original mandatory requirement. Pre-Proposal Conference: None scheduled. Submittal Requirements: As a minimum, interested Proposers shall provide the following (see Part II, Section 300A, for additional Proposer information submittal requirements). A suggested format for the Proposer’s response to this Request for Proposal is indicated below. These guidelines are intended to facilitate the review of the responses. Bidders are requested to follow these guidelines. The responses should refer to the section number and title - e.g., "1. Project Statement". Proposer must complete bid proposal packet, including all attachments and work samples requested and the following: Project statement Prepare a brief statement of the Proposer’s overall understanding of the nature of the project and the services to be provided under this RFP. Project approach Submit a detailed description of the approach proposed for completion of the Project, in accordance with the specifications or scope of work outlined in this RFP. CITY OF PALO ALTO RFP 144812 PAGE 1 OF 5 PART II - PROPOSAL INSTRUCTIONS AND SPECIAL CONDITIONS SECTION 100 o o o 10. Staffing Provide a brief description of the background and capabilities of the Proposer’s key managers and staff and any sub-Proposers and a statement of direct relevant experience with similar projects. Provide names of specific individuals, of both Proposer and any sub-Proposer firms proposed for this project, including their role and relevant experience with similar projects. Experience What is the duration and extent of Proposer’s experience in Advertising/Public Relations Services? Experience must reflect local office as well as overall organization’s experience. Specific experience a. Describe Proposer’s experience in creating multimedia marketing campaigns on environmental issues and/or environmentally sensitive projects. b.Is the Proposer presently representing or has represented any clients who provide energy or energy related services? If yes, give details and attach copy of such agreements(s). Agency capabilities Provide a brief description of Proposer’s agency services and specialties. Samples Submit five samples of Proposer’s design work relevant to this project (please indicate if Proposer would like them to be returned). Website Submit five website addresses of sites to which Proposer has contributed significant design or content. Costs Include a detailed breakdown of costs or fees by work product and hourly rate of the Proposer and any sub-Proposers. Referen ces a. Submit at least three persons, firms and/or governmental bodies with whom the Proposer currently has arrangements or agreements for Advertising/Public Relations Services. Provide contact person’s name and telephone number. b. Submit at least three persons, firms and/or governmental bodies with whom the Proposer has had arrangements or agreements that are now completed/cancelled (organizations that are no longer active customers of the firm). Provide contact person’s name and telephone number for each organization. 11.Tables I and II and Questionnaire III - located at end of Part I11 Fill in responses on City forms for Tables I (Rates), 11 (Cost and estimated amount of time to complete specific projects) and 111 - Questionnaire Decision to Reject: City reserves the right to reject as non-responsive any proposal which is incomplete, modified, unsigned, or illegible, or which is not otherwise submitted in accordance with the requirements of this RFP. Independent Contractor: Proposer shall be deemed an independent contractor and not an agent, subcontractor, or employee of City and the Proposer shall not be ~uthorized to bind City to any contract or other obligation. Under the agreement, the Proposer shall certify that no one who has or will have any financial interest under the agreement is an officer or employee of City. CITY OF PALO ALTO RFP 144812 PAGE 2 OF 5 PART II- PROPOSAL INSTRUCTIONS AND SPECIAL CONDITIONS SECTION 100 Subcontractor(s.~: Should any Proposer contemplate subcontracting any part of the Work of Services herein, Proposer shall submit with its proposal a description of the work or service to be performed under any such subcontract, and shall identify proposed subcontractor(s) in accordance with the requirements contained in PART II, Section 300A, Proposer Information. Proposer shall not enter into a subcontract agreement for any or part of the Work of Services herein without City’s prior consent. Proposer Selection Process: As a minimum, the evaluation of the proposals and selection of the Proposer, including any proposed sub-Proposers, shall be based on the following as well as the criteria listed in PART III, Scope of Work or Services: 1.Qualifications and experience of proposed project manager and key staff; 2.Similar experience, methodology, and expertise in the type of work required; 3.The response to this RFP, including the Proposer’s approach and methodology proposed, the completeness of the Proposal submitted; and, 4.The proposed fee relative to the services to be provided. City may interview with Proposer(s) prior to selecting an agency, in which event Proposer(s) may be selected based on City’s evaluation of proposals and such interviews. Invoicing, Records, and Verification of Cost: 1.Invoices resulting from the agreement between the City and the Proposer, shall be submitted monthly, in triplicate, for the cost of services provided during periods or as may be required by, and in accordance with PART III, Scope of Work or Services. Invoices shall include all applicable supporting documentation and shall itemize charges or group charges by category of cost. 2.Invoices shall be submitted in triplicate to the: City of Palo Alto Attention: Linda Clerkson/Anthony Enerio P.O. Box 10250 Palo Alto, CA 94303 3.The Proposer shall be required to maintain accounting records, in accordance with generally acceptable accounting practices, relevant in determining whether Proposer is complying with its obligations hereunder, and supporting all charges, disbursements, or expenses made or incurred by Proposer in the performance of the service herein. City, or its designated representative, shall have access, during normal business hours, to such records of the Proposer as City may require to verify any and all reimbursable cost invoiced. A. SPECIAL CONDITIONS Certification of Design Documents: When applicable, all designs and construction drawings, specifications, reports, and related design or construction documents or any other documents under the Project shall, if required by federal or California law or regulation, be certified by a registered professional engineer licensed to practice within the State of California. Conflict of Interest: The selected Proposer and any subcontractor may be required to comply with City’s conflict of interest code by filing a financial disclosure form entitled "Statement of Economic Interest, Form 700." This will depend on whether the Proposer or subcontractor is a Proposer so defined under the California Political Reform Act and whether the range of duties and the services to be provided under the CITY OF PALO ALTO RFP 144812 PAGE 3 OF 5 PART II- PROPOSAL INSTRUCTIONS AND SPECIAL CONDITIONS SECTION 100 agreement entails the making or participation in the making of decisions by the Proposer or subcontractor which may foreseeably have a material effect on any financial interest of the Proposer or subcontractor with respect to the agreement and the nature of the services to be rendered will not be limited in scope nor primarily ministerial in nature.. Force Majeure: Performance of the agreement by each party shall be pursued with due diligence in all requirements hereof; however, neither party shall be liable for any delay or nonperformance due to causes not reasonably within its control. In the event of any delay resulting from such causes the time for performance and payment hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. In the event of any delay or nonperformance caused by such uncontrollable forces, the party affected shall promptly notify the other in ,writing of the nature, cause, date of commencement thereof, and the anticipated extend of such delay, and shall indicate whether it is anticipated that the completion dates would be affected thereby. Insurance: The selected Proposer must provide a certificate of insurance in a form acceptable to City’s Risk Manager prior to entering into the agreement. The certificate shall evidence the Proposer’s insurance coverage in the forms and amounts set forth in PART II, INSURANCE REQUIREMENTS, SECTION 650 of this RFP. The Proposer shall maintain such insurance as will cover and include the entire obligation assumed in the agreement as well as such insurance as will protect the Proposer from claims and liability under Worker’s Compensation Acts, personal liability, property damage, and all other claims for damages, including personal injury, and death, which may arise from operations under the agreement. Ownership: All drawings, plans, reports, specifications, calculations, and other documents prepared by the Proposer under the agreement shall become the property of City. In addition, any advertising, Iogos, graphics, or other similar items developed at City’s expense shall become the property of City. At City’s request, such documents or items shall be delivered to City upon completion of Proposer’s services under the agreement. All non-final drafts, notes, and working documents prepared by the Proposer during the term of the agreement, shall be retained by the Proposer for a period of three years, and shall be available to the City for review and copying upon 48 hours written notice. Security of Data: The Proposer agrees that any data provided by the City shall: Be kept in confidence and not disclosed to third parties without the prior written approval of City; and Not be used in the production, or design of any article or material, report or press release, without City’s prior written consent. These obligations shall survive the termination of the agreement. The Proposer shall return and deliver all data to City upon City’s request, and in any event upon the completion or termination of all work hereunder, whichever first occurs, and the Proposer shall be fully responsible for the care and protection of data until such delivery. Taxes: Except where specifically provided, the proposal fee(s) shall include all federal, state, an~l local sales, use, excise, transportation, privilege, occupational, and other taxes applicable to service, materials, or equipment furnished under the agreement or by the Proposer’s payroll. The Proposer agrees to indemnify and save City harmless from and against any liability for any such taxes, or payroll premiums and contributions. Assignment: The agreement shall not be assigned or transferred without the prior consent of City. Changes: No changes or variations of any kind are authorized without a written and signed amendment to the agreement. The proposed work or services shall be diligently prosecuted in accordance with the Project schedule negotiated by the Contractor/Proposer and Project Manager. The schedule may be CITY OF PALO ALTO RFP 144812 PAGE 4 OF 5 PART II - PROPOSAL INSTRUCTIONS AND SPECIAL CONDITIONS SECTION 100 subject to extensions or reductions as may occur from time to time during the course of the Work which shall be effectuated by change orders duly executed by the Project Manager and authorized by the Contract Manager. Standards of Performance: The selected Proposer shall be required to unconditionally warrant that it shall use sound professional principles and practices in accordance with the highest degree of skill and care as those observed by national firms of established good reputation as well as the current normally accepted industry standards, in the performance of services required herein. The performance of the Proposer’s personnel shall also reflect their best professional knowledge, skill, and judgement. If any failure to meet the foregoing warranty appears during the term of the agreement the City may terminate the agreement and require reimbursement of all expenses necessary to replace or restore such services. Indemnification: The selected Proposer hereby agrees to protect, indemnify, defend, and hold harmless City, its officers, agents, and employees from any and all demands, claims, or liability of any nature, including wrongful death, caused by or arising out of the Proposer’s, its officers’, agents’, or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which the law may impose strict liability on the Proposer in the performance or nonperformance of the agreement. Non-discrimination: The Proposer shall be required to comply with all laws concerning non- discrimination in employment, and shall be subject to all penalties, including penalties set forth in the Palo Alto Municipal Code, in the event of a violation of this provision. ADA Information: Persons with disabilities who require auxiliary aids or services in using City facilities, services, or programs; or who require this document be provided in other accessible formats; or who would like information on the City of Palo Alto’s compliance with the Americans with Disabilities Act (ADA) of 1990 should contact the ADA Director for the City of Palo Alto at (650) 329-2550. Entire Agreement: The agreement between City and the selected Proposer will constitute the entire agreement of the parties hereto, and will supersede any previous agreement or understandings. The agreement may not be modified except in writing and executed by both parties. Governing Law: The laws of the State of California shall govern this RFP process and the agreement. All services provided to City shall comply with all City policies, rules, and regulations, which may be in effect during the term of the agreement, as well as all federal, California, and local statutes, ordinances, and regulations. Year 2000: The Proposer represents and warrants accuracy in the processing of date and date related data (including, but not limited to, calculating, comparing, and sequencing) by all hardware, software, and firmware products or other time sensitive or reliant products delivered under this contract or agreement, individually and in combination, upon installation or use. Fault-free includes the manipulation of this data with dates prior to, through, and beyond January 1, 2000 (including leap year calculations), and shall be transparent to the user. CITY OF PALO ALTO RFP 144812 PAGE 5 OF 5 PART II - PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE", IF APPROPRIATE NAME OF PROPOSER (COMPANY)ADDRESS IRS Number: Phone/Fax Number: Proposer is a: []California Corporation []Corporation organized under the laws of the State of with head offices located at and offices in California at , proprietor. California Limited Liability Company Sole Proprietorship; Partnership Limited Liability Partnership List names of partners; state which partner or partners are managing partner(s) QUANTITY (INCLUDE ADDITIONAL PAGES IF NECESSARY) []Other (attach Addendum with explanatory details) Have you (or your firm) previously worked for the City of Palo Alto? __ Yes, or __ No (if "Yes", list above, or if necessary, provide information on additional sheets). If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Proposer which are available for use on the proposed work as may be required herein. NAME/TYPE/MODEL, CAPACITY, ETC.CONDITION LOCATION D.Contractors license, number/type: CITY OF PALO ALTO RFP 144812 PAGE 1 OF 3 PART II - PROPOSER INFORMATION SECTION 300A Minority Business Enterprises: Proposer is , or is not__ Small Business Concern: Proposer is ___, or is not__ a minority, or Women, or Disadvantaged Business Enterprise a Small Business Concern Identify the names and business address of each subcontractor performing work, under this RFP. After opening of Proposals, no changes or substitutions will be allowed except as otherwise permitted by City. The listing of more than one subcontractor for each item of work to be performed with the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proposal as non-responsive and may cause its rejection. List all such subcontractors below, or in additional sheets, as required: NAME AND ADDRESS SCOPE OF WORK 1. 2. 3. 4. Or, [] (INCLUDE ADDITIONAL PAGES tF NECESSARY) Subcontractors will not perform work, provide labor, or render services in or about the work covered by this RFP (check and initial). Addenda During the Proposal process there may be changes to the Proposal documents, which would require an issuance of an addendum or addenda. City disclaims any and all liability for loss, or damage to any Proposer who does not receive any addendum issued by City in connection with this RFP. Any Proposer in submitting a Proposal is deemed to waive any and all claims and demands Proposer may have against City on account of the failure of delivery of any such addendum to Proposer. Any and all addenda issued by City shall be deemed included in this RFP, and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: Addendum number(s) received: F-J1; [] 2; [] 3; [] 4; [] 5; [] 6;[] 7; [] 8; [] 9 No Addendum/Addenda Were Received (check and initial). The Proposer represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. Proposer’s Designated Contact Name:Title: CITY OF PALO ALTO RFP 144812 PAGE 2 OF 3 PART II- PROPOSER INFORMATION Or, N. SECTION 300A Phone:Fax: The firm and individuals listed below, certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in employment. If Proposer is a corporation Proposer is required to provide a certificate in good standing from the State of California with its Proposal. The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Signatures (Must be the same signature(s) as will appear on Contract): First Officer* (Signature) (Printed name of signatory) (Title of signatory) Second Officer** (Signature) (Printed name of signatory) (Title of signatory) Note:California Corporations Code Section 313 requires two corporate officers to execute contracts. The signature of First Officer* must be one of the following: Chairman of the Board; President; or Vice President. The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer; or Assistant Treasurer. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable. The undersigned certifies that the Proposer is not a corporation, and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. (Signature) (Printed name of signatory) (Title of signatory) CITY OF PALO ALTO RFP 144812 PAGE 3 OF 3 PART II - INSURANCE REQUIREMENTS FORM 650 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 BEST’S KEY RATING OF A:X, OR HIGHER, LICENSED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH AGGREGATEOCCURRENCE YES WORKER’S COMPENSATION YES AUTOMOBILE LIABILIT~ YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGALLIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE 0R/HEN APPLICABLE), AND NEGLIGENT PERFORMANCE YES STATUTORY STATUTORY BODILYINJURY PROPERTY DAMAGE BODILYINJURY & PROPERTY DAMAGE COMBINED. BODILYINJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILYINJURY AND PROPERTY DAMAGE, COMBINED ALL DAMAGES $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, 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 BIDDER AND ITS SUBCONTRACTORS,IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILI ,TY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. II. INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRITEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY - SEE PART II, SECTION 500, FORMAL CONTRACT (SAMPLE). SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH Vl, BELOW. A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B.NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: C.POLICY NUMBER(S): CITY OF PALO ALTO RFP 144812 PAGE 1 OF 2 PART II - INSURANCE REQUIREMENTS FORM 650 D.DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL): Ill. IV. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND BIDDER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" 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 CONTRIBUTINGWITH ANY OTHER INSURANCE CARRIEDBY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSSLIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UDNER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. NOTICE OF CANCELLATION 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. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECTBY SIGNATURE(S)BELOW.SIGNATURE(S)MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION 300A. Firm: Signature: Name: (Print or type name) (Print or type name) Signature: Name: NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. CITY OF PALO ALTO RFP 144812 PAGE 2 OF 2 UTILITIES DEPARTMENT PROJECT TITLE: ADVERTISING, COMMUNiCATiONS AND PUBLIC RELATIONS AGENCY REQUEST FOR PROPOSAL (RFP) 1448i2 PART ill SCOPE OF WORK OR SERVICES SCOPE OF SERVICES Utilities Department Advertising, Communications & Public Relations Agency No INTRODUCTION This is a request for proposal to provide advertising, marketing communication and public relations services to the City of Palo Alto Utilities (CPAU) for use primarily by the Utility Marketing Services (UMS) and Public Relations (PR) ~oups. The possible responsibilities include (but are not limited to): campaign development, creative design services, direct mail coordination, advertisement insertion, media procurement and billing coordination, webpage design, new pro~am marketing packets, newsletters, brochures, advertisements, customer bill inserts, factsheets and exhibit materials. Projects will be developed within the parameters set by CPAU. The majority of outreach materials to be developed will focus CPAU progams and services, including efficient use of water and energy. CPAU seeks a partner to assist it in the efficient and cost-effective completion of various projects in a professional and timel7 manner. CPAU may select more than one partner to provide all or some of these services. Estimated budget for the project is $100,000 per year subject to Part 1, Section 1H. BACKGROUND ON CPAU The City of Palo Alto Utilities (CPAU), a department of Pato Alto’s city government, has been in operation for over 100 years. CPAU is a municipal utility system, one that is owned and operated by the City. The customer segments CPAU serves include: residential, commercial, corporate, institutional and industrial classes. The main commodities that CPAU provides to its utility customers are xvater, electricity and natural gas. A dark fiber optic system is also available for use by business customers. CPAU strives to provide stable utility rates, programs and services driven by community values, prompt response to customers, local control and policy-setting, reliable service and commodity delivery, and a responsible environmental focus. The CPAU mission statement is: "To build value for our citizen oxvners, to provide dependable returns to the City and citizens of Palo Alto, and to be the preferred full service utility provider while sustaining the environment." Utility Marketing Serwices (UMS) and Public Relations (PR) are among the primary customer contact groups xvithin CPAU. Occasionally UMS or PR handles customer communication work for other workgroups within the City and CPAU. CPAU uses various media to convey information to utility customers about current programs and services, educational and technical resources, and industry trends and updates. Mediums for presenting this information include but are not limited to: advertisements, Interact web pages, case studies, newsletters, bill inserts, brochures, direct mailing pieces, media kits, booklets and program packets. CPAU typically managed a variety of communication projects that will require simultaneous completion, quick turnaround, style consistency and firm due dates. CITY OF PALO ALTO RFP NO. 144812 Page 1 of 9 CPAU’s overall goal is to remain visible within the community, provide ongoing communication to customers, and distinguish the CPAU brand and image from other utility providers while demonstrating its value in light of the changing utility industry. C.PROJECT DESCRIPTION COMMUNICATIONS GOALS FOR 2002 :kiND 2003 Communication for 2002 and 2003 should focus on the follo~ving objectives: o Maintain and expand effective communication with both business and residential customers to keep them updated on CPAU programs and services. o Continue to promote CPAU as the premier utility provider for the Palo Alto community. o Promote the benefits of municipal o~ership. o Refine customer communication contact networks and opportunities. o Enhance research of customer attitudes and perceptions, both qualitative and quantitative, and communicate findings. ¯Promote public benefit program(s) under a more recognizable identity and by emphasizing resource efficiency. o Promote the CPAU website and its capabilities as an effective customer communication tool. o Enhance and expand consistent brand awareness of CPAU. o Leverage CPAU outreach opportunities to maximize public relations impact. TARGET AUDIENCES o Business customers, specifically including all institutional and commercial energy users. This includes the headquarters of remote decision-makers and influencers. o Residential customers or residents of the City of Palo Alto. o CPAU employees and stakeholders throughout the City government. ¯Utility industry peers,- including influencers and decision makers in the energy and water- related industries. o Media targets, including primarily local and regional newspapers, trade publications (especially utility industry, building contractors, energy and water efficiency suppliers), and cable TV such as government and community access outlets. CPAU has not extensively utilized television and radio to date. o Greater Palo Alto community, by leveraging City outreach efforts such as the annual City calendar, monthly employee newsletter, and quarterly community newsletter. o Selected vertical audience for specific projects. 3.CURRENT .kiND PLANNEDPUBLIC OUTREACH Programs Palo Alto Smart Energ2¢. Pro~am Appliance Rebate Program Eichler Homeowner Resource Assistance Program Photovoltaic @V) Program Future Green Program Commercial Advantage Program Reliability Program Water Conservation Programs Audience Residential Residential Residential Residential, Commercial Residential, Commercial Commercial Commercial Residential, Commercial Status Ongoing Ongoing Proposed Ongoing Ongoing Ongoing Proposed Proposed CITY OF PALO ALTO RFP NO. 144812 Page 2 of 9 Services Consultant Assistance for Resource Efficiency Online Energy Audit -Water Efficient Technology Workshops Commercial Proposed Residential Proposed Commercial Ongoing Residential, Commercial Ongoing Information Commercial Newsletter Annual Water Quality Report Annual Financial Report Fingertip Facts New Customer Packet Materials Web page content News Releases Factsheets Public Presentations & Materials Monthly Utility Bill Inserts Customer Notification (letters, doorhangers) New Service/Pro~am Announcements & Forms Changes in CPAU Water Disinfection Changes to Rate Schedules Commercial Proposed Residential, Con’n’nercial Ongoing Residential, Commercial Proposed Residential, Employee Ongoing Residential, Commercial Proposed Residential, Commercial Ongoing Residential, Commercial Ongoing Residential, Commercial Ongoing Residential, Commercial Ongoing Residential Ongoing Residential, Commercial Proposed Residential, Commercial Ongoing Residential, Commercia!Proposed Residential, Commercial Ongoing Events Special Events Residential, Commercial Ongoing Earth Day Event Residential, Employee Ongoing Public Power Display Residential, Employee Ongoing Business Expo Display Commercial Ongoing For information on some of the current City of Palo Alto Utilities pro~ams, visit: www.cpau.com. D.SCOPE OF SERVICES GENERAL In general, the successful Proposer(s) will be expected to: Work with CPAU to produce professionally designed materials to effectively convey CPAU’s message(s). o Update existing outreach materials, both print and electronic formats. o Assist with outreach campaigns. o Develop standards and guidelines for consistent messages and design. °Provide design assistance with short-term andffor quick turnaround projects. CITY OF PALO .ALTO RFP NO. 144812 Page 3 of 9 As utility industries are changing and being restructured, the urgency to distinguish ourselves from other utilities or energy retailers, remain visible and maintain our image has been heightened. To accomplish this, CPAU is seeking partner(s) to provide the following: Section I Produce new, high-end materials to convey CPAU’s messages(s) and work with the City to update existing marketing and communication plans. Primary responsibilities include (but are not limited to): o Developing an image campaign for CPAU including strategies, brochures, advertisements, customer bill inserts, direct mail and other materials as necessaD, o Drafting news releases and crisis communications o Developing materials within the parameters set by CPAU. The majority of materials to be developed will focus on the deregulation of the California energy (electricity and natural gas) utility industry, CPAU’s image and brand, and CPAU’s contributions to and role in the local community. o Preparing web-ready graphics and/or converting printed outreach materials to be web-ready. Section II Provide design assistance ~vith short-term and/or quick turnaround projects. Primary responsibilities include (but are not limited to): ~ Desig-ning program packets, newsletters, brochures, advertisements, customer bill inserts, fact sheets and display materials. Developing materials within the parameters set by CPAU. The majority of materials to be developed will focus on efficient use of water and energy and CPAU programs and services. If selected, CPAU and the selected Proposer(s) wilt prepare a detailed Scope of Services in the negotiated contract. As specific project needs develop, additional project definitions will be negotiated and include specific tasks, deliverables, budgets, and timelines prior to the commencement of work on each specific project. If Proposer does not intend to provide all of the services listed in the Scope of Services, please indicate in the submittal those services that are intended to be provided through this proposal. POTENTIAL TASKS - the following sections of Scope of Se~,ices present an outline of potential work assignments that may be part of the selected Proposer(s) contract. a. Campaign Development Assist CPAU staff with the development of a comprehensive multimedia marketing plan including strategies to: 1) educate residents and businesses about programs and services, 2) survey residents and businesses about satisfaction with the utility, and 3) ensure a smooth transition to each marketing campaign. Services may include: graphic design for the development of print collateral (such as bill inserts, posters, service packets, direct mail, service cards), print and broadcast advertising, public meeting presentation materials, web content development and supplemental CITY OF PALO ALTO RFP NO. 144812 Page 4 of 9 video productions. ¯Develop a unified creative theme for delivering the messages of each campaign. o Present at least three creative solutions to CPAU staff and stakeholders for consideration for each campaign. Provide samples of how themes are to be applied to a varieD’ of media for a variety of audiences in both residential and commercial program areas, as appropriate. o Develop and finalize agreed upon strategies and assign estimated costs and timelines. ~With the assistance of CPAU staff, develop a collection of key messages suitable for use in all outreach materials, so messages remain consistent. o Comply with all guidelines and specifications required by the City and CPAU including, but not limited to, desig-n guidelines, American with Disabilities accessibility requirements and recycled paper use. b. Development and implementation of collateral and advertising materials Provide CPAU staff with collateral development services in support of the multimedia campaign. Services may include: graphic design for the development of print collateral (such as bill inserts, posters, service packets, direct mail, service cards), print and broadcast advertising, public meeting presentation materials, web content development and supplemental video productions. o The Proposer will be responsible for assisting in establishing project goals and refining the overall CPAU design style to be consistent for all outreach materials. Proposer will be responsible for the development of an approved CPAU style guide with general specifications and guidelines for creative design and writing style to help define a CPAU look and feel. o The Proposer will be responsible for facilitating production of the above material including but not limited to: creative development, translation services, writing copy, graphic desig-n, photography, videography, broadcast production, media placement, and print coordination (print specifications, preparation of files, press checks and delivev) according to CPAU requirements. The Proposer will be responsible for coordinating with the City ofPalo Alto’s Purchasing Division for all printing related needs as well as postage, mailing services, and distribution. o The Proposer will be responsible for suggesting methods of tracking the effectiveness of the marketing plans and their components. Proposer will monitor and track data for periodic evaluations and provide a final analysis of the success of the campaign to CPAU upon project completion. CPAU will retain ownership of all materials including graphic design and photography created or purchased by Proposer or a third party vendor on CPAU’s behalf shall be transferred in full to the CPAU. The tasks listed above are not meant to be exclusive and proposals containing alternative and innovative approaches are encouraged. CPAU reserves the right to revise or eliminate tasks from the Scope of Services based on the outcome of the proposal evaluation process. The selected Proposer(s) will be expected to comply with the project review requirements of the CPAU staf~ associated Proposers and applicable City departments. This process ~typically includes: 1) review of initial concepts and first draft by a core outreach group, 2) a second revision reviewed by the core outreach group, and 3) submittal of the final revision for approval. CITY OF PALO ALTO RFP NO. 144812 Page 5 of 9 E. PROPOSAL GUIDELINES - see Section 100A, Submittal Requirements. F. BID EVALUATION PROCEDURE AND CRITERIA The eva!uation panel xvill consist of CPAU technical and management personnel, Purchasing and Contract Administration personnel and others designated by the City. This panel will evaluate the proposals based on criteria that will include, but not limited to, those listed below (not in priority order): Completeness of the bid proposal submitted Provision of samples, attachments and questionnaires, as required Quality of proposed service Cost Location of Proposer in relation to the work required Qualifications, capabilities and expertise of the Proposer Similar experience and expertise in the type of work required Capability of the Proposer to perform the service Responsibility of the Proposer Past sen, ice record of the Proposer Quality and breadth of experience of Proposer’s employees assi~ed to this account References from other companies served by the Proposer Suitability of style with CPAU Effective communication and working relations with client Proposer(s) may be intervie~ved regarding specific areas of their proposals, as part of the evaluation process. Interviews will be scheduled in the beginning of August, 2002. CITY OF PALO ALTO RFP NO. 144812 Page 6 of 9 PROPOSAL RESPONSES Name of Company TABLEI. RATES 2. 3. 4. 5. 6. 7. 8. Bid on one section or both Client consultation Design Copywriting Copy editing Blue-line proofing Press check TravelJmileage rate Photography Electronic photo editing Other charges (itemize) Per hour Section I Developing image and high end materials Section II Short-term/quick turnaround design assistance CITY OF PALO ALTO RFP NO. 144812 Page 7 of 9 TABLE II. Estimate of the amount of time and cost to complete the following projects from design to providing final output on disk (printing excluded). Assume proposer is given an outline of information and has completed consultation with client. The samples included in the RFP package correspond to the estimates requested. Please note that most materials are one or two color. Item No. Description Time 1. Brochure, 8 x17 , 2-sided, tri-folded, color o o ° Newsletter, 11" x 17", 2-sided, folded in half, color Bill insert, 7" x 11", one sided, 2-color Advertisement, approx. 10.5" x 14", size of our local full page newspaper ads News release, 400 words Feature story, 500 words Program packet, 8" x 11" fact sheet, 8" x 11" brochure, program, application, folder design Program web pages, index page with 5 linking pages requiring minimal design primarily text content, using graphics compatible to existing print materials for programs. Cost $ CITY OF PALO ALTO RFP NO. 144812 Page 8 of 9 III:PROPOSER QUESTIONNAIRE All information requested in the Questionnaire shall be furnished by Proposer, and shall be submitted with the proposal. Statements shall be complete and accurate and in the form requested. Omission, inaccuracy or misstatement may be cause for the rejection of a proposal. Please indicate your familiarity or experience with the following: 1. Familiarity with government regulated industries: [] Not familiar [] somewhat familiar [] l:amiliar [] very familiar 2. Familiarity with the electric power industry: [] Not familiar [] somewhat familiar [] familiar [] very familiar 3. Familiarity’ with the natural gas industry: [] Not familiar [] somewhat familiar [] familiar [] very familiar 4. Familiarity with the water industry: [] Not familiar [] somewhat familiar [] familiar [] very familiar 5.Familiarity with business-to-business marketing and sales: [] Not familiar [] somewhat familiar [] familiar [] very familiar 6. Familiarity with consumer marketing and sales: [] Not familiar [] somewhat familiar [] familiar [] very, familiar 7. Experience with branding and image campaigns: [] None [] some experience [] very experienced Please provide information about Proposer’s equipment: A. Indicate whether Proposer is [] PC-based [] Mac-based. No List the software applications Proposer and its subcontractors use: [] Page layout: [] Illustration: [] Photo~aphic image manipulation: [] Webpage desig-n: [] Animation: °Please check all methods of transferring information that you have access to: [] Fax [] Deliver disk/cd/final product in person [] Send disk!cd/final product in mail [] E-mail [] Interact END CITY OF PALO ALTO RFP NO. 144812 Page 9 of 9 ATTACHMENT D ATTACHMENT E CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND CARTER ISRAEL ADVERTISING & PUBLIC RELATIONS, INC. FOR SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State of California ("CITY"), and CARTER ISRAEL ADVERTISING & PUBLIC RELATIONS, INC., !ocated at 607 North First Street, San Jose, California 95112 ("CONTRACTOR"). RECITALS: WHEREAS, on February !, 2003,CITY entered into Purchase Order #$3i448!2 with CONT~hCTOR for provision of certain advertising, marketing and public relations services ("Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to continue to engage CONT~hCTOR, including its employees, if any, in providing the Services by reason of ins qualifications and experience in performing such Services; and WHEREAS, CITY and CONTRACTOR wish to enter into new terms and conditions for provision of the services from the date of execution of this contract through the end of the term, as set forth in this contract; and NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION ! - TERM !.i This Contract on the date of execution by CITY and wi!l expire December 31, 2003, unless this Contract is earlier terminated by C!TY or the contract is extended pursuant to this Section. Time is of the essence of this Con<tact. City shall have the option but not the obligation to extend this Con<tact for two additiona! twelve (12) month periods for a maximum of thirty-six (36) consecutive months. The obligation of CONTRACTOR is to perform each agreed upon scope of service, cost estimate and time schedule per assigned task. in the event that the Services are not completed within the specified scope, cost estimate and time schedule on account of CONTR2hCTOR’s default, CITY’s city manager wil! have the option of extending Zhe time schedule for any period of rime. This provision will not preclude the recovery of damages for de!av caused by CONTKhCTOR. 0305287 sdl 0072289 SECTION 2 -QUALIFICATIONS, CONTRACTOR STATUS,AND DUTIES OF 2.1 CONTRACTOR represents and warrants <hat it has the expertise and professiona! qualifications to furnish or cause to be furnished the Services. CONTRACTOR further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 In reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it wil! furnish or cause to be furnished, the Services. 2.3 CONTRACTOR will assign BERYL ISRAEL, 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 Contract cause the substitution of the project director for any reason, the am~ointment of a subs<_<uze project director will be subject to the prior written approva! of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Procure all permits and licenses, pay all charges and fees, and give al! notices which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federal,_ State of California, and !oca! ±=ws,~ ordinances, regulations, orders, and decrees which may affect those engaged or emp!oyed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, marketing or pubiic relations materials, artwork, information, data or other material given to, 0305287 sd! 0072289 or prepared or assembled by, CONT~hCTOR or its .contractors, if any, under this Contract will become the property of CITY upon payment in full to CONTRACTOR and will not be made available to any individual or organization by CONT~hCTOR or its contractors, if any, without the prior written approval of the city manager. 2.6 If CITY requests additional copies of reports, drawings, artwork, specifications, or any other material which CONTRACTOR is required to furnish in limited quantities in the performance of the Services, CONT~hCTOR wil! provide such additiona! copies and CITY wil! compensate CONTRACTOR for its production and duplication costs. 2.7 CONTRACTOR will be responsible for employing or engaging all persons necessary to perform the Services. Al! contractors of CONTRACTOR will be deemed to be directly controlled and supervised by CONT~hCTOR, which wil! be responsible for their performance, if any emp!oyee or contractor of CONT~hCTOR fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the emp!oyee or contractor will be discharged immediately from further performance under this Contract on demand of the project manager. SECTION 3 -DUTIES OF CITY 3.1 CITY wil! furnish or cause to be furnished the specified services set forth in Exhibit "A’" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. LINDA CLERKSON is designated as the project manager for the city manager. The project manager wi!l supervise the performance, progress, and execution of the Services, and wil! be assisted by ANTHONY ENERIO, the project manager’s assistant. 3.3 If CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY will use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECT!ON 4 -COMPENSATION ~..i In consideration of_ ~h~..e full performance of the Services by CONTRACTOR to January I, 2004, CITY wil! pay CONTRACTOR a tota! sum not to exceed Eighty Thousand Dollars ($80,000) payable within thirty (30) days of submission by CONTRACTOR of its itemized billings, in accordance with the following fee schedule set forth in Exhibit "’B". The rate of compensation for the remaining contract years, assuming the City elects to exercise the option to renew, shall be determined by City’s City Manager. Total 0305287 sdl 0072289 compensation for each subsequent year shall be limited to a sum not to exceed One Hundred Thousand Dollars ($i00,000) and the amount of this contract and City’s contracts with Fine Line Graphics and Design and Car! & Manor Advertising shall not exceed One Hundred Eighty Thousand Dollars ($180,000) tota!. Rates set forth in the fee schedule attached hereto as Exhibit "B’" may be increased by City’s City Manager provided that any contract rate increase shall not exceed the Bay Area Consumer Price Index for the San Francisco Bay Area. Nothing in this Agreement requires that the rates be increased upon renewa! and City has the option to terminate this agreement if the parties cannot agree on an acceptable rate increase. 4.2 in consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "B" wil! not exceed ten percent of the basic service compensation. Tota! compensation for additional services for this contract and the contracts with Fine Line Graphics & Design, Inc. and Carl & Manor Advertising, inc. shal! not exceed Eighteen Thousand Dollars ($18,0.00) total. 4.3 The full payment of charges for extra work or changes, or both, in the execution of the Project wil! be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment wil! be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. SECTION 5 -AUDITS 5.1 CONTKACTOR will permit CITY to audit, during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. CITY shal! reimburse CONTRACTOR for al! reasonable mutually agreed upon costs and charges for time expended (per current billable rates) to facilitate a CITY-authorized audit, including CONTKhCTOR’s intefna! and externa! costs directly associated with the research, preparation and review of documents. 0305287 sdl 0072289 SECTION 6 -INDEMNITY 6.1 Each Party shall protect, indemnify, defend and hold harmless the other Party, its Council members, officers, emp!oyees and agents from and against any and al! demands, claims, losses, costs, damages, expenses (including reasonable attorneys’ fees), or liability of any nature, including death or injury to any person, property damage or any other !oss, caused by, arising out of or resulting from that Party’s negligence or willfu! misconduct, or conduct for which applicable law may impose strict liability on that Party in the performance of or failure to perform its obligations under this Contract. SECTION 7 -WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract, or of the provisions of any ordinance or law, wil! 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. The subsequent acceptance by either party of any fee or other money which may become due hereunder wil! not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 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 Contract. SECTION 8 -INSUKhNCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, emp!oyer’s liability, and professiona! liability insurance, naming CITY as an additiona! insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:VII or higher which are a6mitted to transact insurance business in the State of California. Any and all contractors of CONTRACTOR retained to perform Services under this Contract wil! obtain and maintain, £n ful! force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additiona! insured under such policies as required above. 8.3 Certi{icates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with 0305287 sdl 0072289 5 the execution of this Contract. The certificates will be subject to the approva! of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and wil! not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additiona! insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance wil! be kept on file at al! times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance wil! not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONTRACTOR wil! be obligated for the ~ull and tota! amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or !oss arising after the Contract is terminated or the term has expired. SECTION 9 -WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, 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 the performance of the Services. SECTION i0 - TERMINATION OR SUSPENSION OF CONTRACT OR !0.i The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONTRACTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract 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 or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of the Services to be performed. 10.3 Upon such suspension or termination by CITY, CONTRACTOR will be paid for the Services actually rendered to CTTY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on 0305287 sdl 0072289 compensate CONTRACTOR only for that portion of the Services which are of direct and i~ediate benefit to CITY, as such determination may be made by the city manager acting in the reasonable exercise of her discretion. CITY agrees to assume CONT~CTOR’s liability under al! outstanding contracts made by CONT~CTOR on behalf of CITY that are expressly authorized, in writing, by CITY. CITY shall rei~urse CONTRACTOR for all reasonable costs incurred by CONT~CTOR on behalf of CITY, including the .cost of service, materials, mailing, packaging, shipping charges, taxes, duties, telephone, trave! and any unavoidable or non-cancelable costs incurred upon the termination of this Agreement. 10.4 Upon such suspension or termination, CONT~hCTOR will deliver to the city manager within thirty (30) days any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to CONTRACTOR or its contractors, if any, in connection with this Contract. The work product of the services to be performed by CONTRACTOR after acceptance, approva! and payment in full by CITY shall become the property of CITY. Work product that is not accepted, approved, or paid in ful! by CITY shal! remain the property of CONTRACTOR. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, wil! not be construed as a failure on the part of CONTRACTOR to fulfil! its obligations under this Contract. SECTION !! -ASSIGNMENT ii.! This Contract is for the personal services of CONTRACTOR, therefore, CONTKhCTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment wil! not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager wil! be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 12 -NOTICES 12.1 All notices hereunder will be given in writing and mailed, postage preFaid, by certified mai!, addressed as fol!ows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Pa!o Alto, CA 94303 0305287 sdl 0072289 above To CONTRACTOR: Attention of the project director at the address of CONTRACTOR recited SECTION 13 -CONFLICT OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financia! or otherwise, which would conflict in any manner or degree with the performance of the Services. 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it wil! not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or will have any financial interest under this Contract is an officer or emp!oyee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipa! Code and the Government Code of the State of California. SECTION 14 -NONDISCRIMINATION 14.1 As set forth in the Paio Alto Municipa! Code, no discrimination wil! be made in the emp!oyment of any person under this Contract because of the age, race, co!or,na~!ona!~’ o__~_r~n, ancestry, religion, disability, sexua! preference or gender of that person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet a!! requirements of the Pa!o Alto Municipa! Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhlm_< 14.2 CONTRACTOR agrees that each contract for services with an independent provider wil! contain a provision substantia!ly as fol!ows: "[Name of Provider] will provide CONTRACTOR with a certificate stating that [Name of Provider] is currently in compliance with al! Federa! and State of California laws covering nondiscrimination in employment; and that [Name of Provider] wil! not discriminate in the employment of any person under this contract because of the age, race, co!or, nationa! origin, ancestry, religion, disability, sexua! preference or gender of such person." 14.3 if CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair 0305287 sdl 0072289 Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it wil! be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the eq~iva!ent federal agency~ or officer wil! cons<itute evidence of a breach of this Contract. SECTION 15 -MISCELLANEOUS PROVISIONS 15.1 CONT~hCTOR represents and warrants that it has knowledge of the requirements of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONTRACTOR will comply with or ensure by its advice that compliance with such provisions wil! be effected in the performance of this Contract. 15.2 This Contract wil! be governed by the laws of the State of California, excluding its conflicts of law. 15.3 in the event that an action is brought, the parties agree that trial of such action wil! be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California ±n the County of Santa Clara, State of California. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or ora!. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract wil! apply to, and will bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is 0305287 sdl 0072289 void or unenforceable, the unaffected provisions of this Contract and any amendments thereto wil! remain in ful! force and effect. 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, a~d schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and wil! be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which wil! be an origina!, but al! of which together will cons~!zure one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Pa!o Alto Municipa! Code. This Contract 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 fisca! year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 15.12 in accordance with the requirements of California State Board of Equalization Regulation 1540, CONTRACTOR is authorized to act as CITY’s agent in the procurement of tangible personal property from outside sources. Should any governmental agency assess any taxes whatsoever regarding the sale or transfer of tangible personal property by CONTRACTOR on behalf of ciTY, CITY agrees <o reimburse CONTRACTOR, to the extent such additional tax is paid by CONTRACTOR and CITY is required by law to pay the additiona! tax, upon demand. / / / / / / / / / / / / / / / / 0305287 sdl 0072289 i0 IN WITNESS WHEREOF, the parties hereto have by their duly-~i authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilities insurance Review Mayor CARTER ISRAEL ADVERTISING & PUBLIC RELATIONS, INC., a corporation By: Name: Title: By: Name: Title: Taxpayer Identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a cormo~=ti .... in the alternative, a certified corpora:e resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments : EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF PROJECT _RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 0305287 sdl 0072289 !! CERTIFICATE OF ACKNOWLEDGMENT (Civil Code ~ 1189) STATE OF ) )SS. COUNTY OF ) On , 2003, before me, , a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis o{ satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his!her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 0305287 sd10072289 12 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) )SS. COUNTY OF ) On , 2003, before me, a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her!their signature(s) on the instrument the person(s), or <he entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 0305287 sdl 0072289 13 ATTACHMENT A SCOPE OF SERVICES 1.0 DESCRIPTION OF PROJECT City of Palo Alto Utilities (CPAU) would like to retain the services of three outside service agencies to provide graphic design, marketing material development, copyrighting, print production, advertising placement and mailing service coordination to assist CPAU in communicating with its residential and business utility customers. CPAU seeks partners to assist it in the efficient and cost-effective completion of various projects in a professional and timely manner. CPAU would like to select more than one partner to provide all or some of these services. On an annual basis, CPAU staff implements a multitude of program and service marketing along with customer education outreach activities by leveraNng outside graphic designers and ad agencies to supplement staff resources. Public outreach conducted includes informational packets, applications, factsheets, brochures, ads, posters, displays, presentation materials, bill inserts and web pages for many of the following activities: marketing efficiency programs promoting upcoming workshops, special events, solar home tours promoting services: 24/7, leak detection, water quality issues, technica! assistance to businesses, safety presentations, grants to schools for efficiency, marketing dark fiber program to businesses developing application forms for customers to apply for rate assistance, sign up for automatic bank drafting to pay their bill, doorhangers to provide info when electricity, water, gas and wastewater problems occur that require the home or business service to be shut off producing lobby displays and other materials to promote the unique nature of public power educating utility customers about money and resource-saving tips, emergency preparedness, keeping power lines clear, emergency numbers, safety around power lines/natural gas complying with legal publishing requirements such as the quarterly power content label, annual water quality report, annual notification for Underground Service Alert to promote avoid hitting underground utilities during construction, annual item the Canopy program to plant the right tree under power lines, annual gas/electrical safety bill insert creating between 24 and 48 utility bill inserts each year 2.0 TASK ASSIGNMENT PROCEDURE Selection of the Consultant does not ensure that any vendor will be assigned work, but only makes the Consultant available to provide services to 5e City. At times, however, the City’s Project Manager may assign one or more Consultants work. All such work assignments will be made at the discretion of the City’s Project Managers, based on the Project Managers’ opinion of the Consultant’s qualifications, availability, and past performance. An activity work plan shall be CMR:XXX:XX Page 9 of 10 developed for each assignment requested by the Project manager that includes scope, schedule, deliverables, budget and other information. The City of Palo Alto Utilities Project Managers must approve said work plan prior to its implementation. The Project Managers may give telephone authorization to Consultant to perform certain tasks at his/her sole discretion. 3.0 TIaME SCHEDULE The term of this contract is from date of execution to January 30, 2004. These conla-acts may be renewed, upon mutual ageement, for two additional one-year periods. CMR:XXX:X_X Page 10 of 10 PROPOSAL RESPONSES Name of Company TA_BLE I. IK4TES Bid on one section or both Section I Developing image and high end materials . 2. 3. 4. 5. 6. 7. 8. 9. 10. Client consultation IDesign Copywriting ICopy editing " Blue-line proofing Per hour #/y~/#~ Press check Section II Short-term/quick turnaround design assistance # t7~/~ W/A ~Travel!mileage rate Photograph)’ Electronic photo editing Other charges (itemize) ~ 17Y"// CITY OF PALO ALTO RFP NO. 144812 Page 7 of 9 PART II - INSURANCE REQUIREMENTS I. FORM ~650 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 BEST’S KEY RATING OF A:X, OR HIGHER, LICENSED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT.ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE YES WORKER’S COMPENSATION YES AUTOMOBILE LIABILITY YES YES COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE REQUIREMENT STATUTORY STATUTORY - BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. BODILY INJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED ALLDAMAGES EACH OCCURRENCE $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 AGGREGATE $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 =S THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, 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 BIDDER AND ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. II. INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRITEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY - SEE PART tl, SECTION 500, FORMAL CONTRACT (SAMPLE). SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH Vl, BELOW. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: POLICY NUMBER(S): CITY OF PALO ALTO RFP 144812 PAGE 1 OF 2 PART !! - INSURANCE REQUIREMENTS DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE APPROVAL): ,41,.Lie’S: FORM 650 AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR 111. IV. AWARD IS CONTINGENT ON COMPLIANCE WITH. CITY’S INSURANCE REQUIREMENTS, AND BIDDER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" 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 CONTRIBUTINGWITH ANYOTHER INSURANCE CARRIEDBY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UDNER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. NOTICE OF CANCELLATION 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. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRITTENNOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPF-AR(S) ON SECTION 300~ (Pdnt or ~e name) (Pdnt or ~e name) Signature: Name: NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. CITY OF PALO ALTO RFP 144812 PAGE 2 OF 2 PART II- PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE", IF APPROPRIATE NAME OF PROPOSER (COMPANY)ADDRESS A.Proposer is a: California Corporation Corporation organized under the laws of the State of with head offices located at and offices in California at , proprietor. California Limited Liability Company Sole Proprietorship; Partnership Limited Liability Partnership List names of partners; state which partner or partners are managing partner(s) QUANTITY (INCLUDE ADDITIONAL PAGES IF NECESSARY) []Other (attach Addendum with explanatory details) Have you (or your.firm) previously worked for the City of Palo Alto? __ Yes, or ~ No (if "Yes", list above, or if necessary, provide information on additional sheets). If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Proposer which are available for use on the proposed work as may be required herein. NAME/TYPE/MODEL, CAPACITY, ETC.I CONDITION LOCATION D.Contractors license, number/type: CITY OF PALO ALTO RFP 144812 PAGE 1 OF 3 PART II- PROPOSER INFORMATION SECTION 300A Minority Business Enterprises: Proposer is ~__, or is not ~a minority, or Women, or Disadvantaged Business Enterprise Small Business Concern: Proposer is ~, or is not ~a Small Business Concern identify the names and business address of each subcontractor performing work, under ~his RFP. After opening o[ Proposals, no changes or substitutions will be allowed except as otherwise permitted by City. The listing of more than one subcontractor for each item of work to be performed with the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proposal as non-responsive and may cause its rejection. List all such subcontractors below, or in additional sheets, as required: NAME AND ADDRESS 1. 2. SCOPE OF WORK (INCLUDE ADDITIONAL PAGES IF NECESSARY) Or,: Subcontractors will not perform work, provide labor, or render services in or about the work covered by this RFP (check and initial). H.Addenda Or~ During the Proposal process there may be changes to the Proposal documents, which would require an issuance of an addendum or addenda. City disclaims.any and all liability for loss, or damage to any Proposer who does not receive any addendum issued by City in connection with this RFP. Any Proposer in submitting a Proposal is deemed to waive any and all claims and demands Proposer may have against City on account of the failure of delivery of any such addendum to Proposer. Any and all addenda issued by City shall be deemed included in this RFP, and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: Addendum number(s) received: ~1; [] 2; [] 3; [] 4; [] 5; [] 6; [] 7; [] 8; [] 9 []No Addendum/Addenda Were Received (check and initial). The Proposer represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. CITY OF PALO ALTO RFP 144812 PAGE 2 OF 3 SECTION 300A Fax: The firm and individuals listed below, certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in employment. If Proposer is a corporation Proposer is required to provide a certificate in good standing from the State of California with its Proposal. M.The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Signatures !,Must be the same s,~ure(s) Firs,~cer //~,/~, // (Si~"~at’~r~- ~ ~ ~,.--- _ ~ (Pdnte~d,,name of signatory) (Title of signatory) as will appear on Contract): Second Officer** (Printed name of signatory)d’F’O (Title of signatory) Note:California Corporations Code Section 313 requires two corporate officers to execute contracts. The signature of First Officer* must. be one of the following: Chairman of the Board; President; or Vice President. The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer; or Assistant Treasurer. In the alternative,, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable. Or, No The undersigned certifies that the Proposer is not a corporation, and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. (Signature) (Printed name of signatory) (Title of signatory) CITY OF PALO ALTO RFP 144812 PAGE 3 OF.3 ATTACHMENT F CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND CARL & MANOR ADVERTISING FOR SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State of California ("CITY"), and CARL & MANOR ADVERTISING, a California Genera! Partnership, !ocated at 783 Rio De! Mar Boulevard, Suite 59, Aptos, California 95003 ("CONTKhCTOR") . RECITALS: WHEREAS, on February !, 2003, CITY entered into Purchase Order #UAD40105 with CONTKhCTOR for provision of certain advertising, marketing and public relations services ("Services"), as more fully described in Exhibit "’A"; and WHEREAS, CITY desires to continue to engage CONTKhCTOR, including its emp!oyees, if any, in providing the Services by reason of its qualifications and experience in performing such Services; and WHEREAS, CITY and CONTRACTOR wish to enter into new terms and conditions for provision of the services from the date of execution of this contract through the end of the term, as set forth in this contract; and NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECT!ON ! - TERM !.I This Contract will commence on the date of execution by_ CITY and will exoire_ on D_c~mber~e ~ 31, 2003, unless this Contract is earlier terminated by CITY or the contract is extended pursuant to this Section. Time is of the essence of this Contract. City shall have the ootion but not the obligation to extend this Contract for two additiona! twelve (12) month periods for a maximmm of thirty-six (36) consecutive months. The obligation of CONTRACTOR is co perform each agreed upon scope of service, cost estimate and time schedule per assigned task. in the event that the Services are not completed within the specified scope, cost estimate and time schedule on accoun< of CONTKhCTOR’s default, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude <he recovery of damages for delay caused by CONTKhCTOR. 030528 sdl 0072287 SECTION 2 CONTRACTOR -QUALIFICATIONS,STATUS,AND DUTIES OF 2.1 CONTKACTOR represents and warrants that it has the expertise and professiona! qualifications to furnish or cause to be furnished the Services. CONTRACTOR further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 in reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTKhCTOR to perform, and CONTKhCTOR covenants and agrees that it wil! furnish or cause to be furnished, <he Services. 2.3 CONTBS.CTOR will assign SANDI MANOR, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. if circumstances or ~h!~ Contract cause theconditions subsequent to the execution of ~ ’- substitution of the project director for any reason, the appointment of a substitute project director will be subject to the prior written approva! of the project manager. 2.4 CONTRACt_OR represents and warrants that it w_~_: 2.4.1 Procure al! permits and licenses, pay all charges and f=es, and give al! notices which may be necessary and incident to the due and lawful prosecution of the Services; 2.4.2 Keep itself fully informed of al! existing and future Federal, State of California, and !ocal laws, ordinances, regulations, orders, and decrees which may affect those engaged or emp!oyed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will remort immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the _,O_~]~ws ordinances ~ ~r ~-~-, :egu=~_ons , and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, marketing or public re!a~ions materials, artwork, information, da:a or other mater!a! given to, 030528 sdl 0072287 or prepared or assembled by, CONTKACTOR or its contractors, if any, under this Contract wil! become the property of CITY upon payment in ful! to CONTRACTOR and wil! not be made available to any individual or organization by CONTRACTOR or its contractors, if any, without the prior written approva! of the city manager. 2.6 if CITY requests additional copies of reports, drawings artwork, specifications, or any o~h~_ materia! which CONTRACTOR is required to furnish in limited .quantities in the performance of the Services, CONTR~_CTOR wil! provide such additional copies and CITY wil! compensate CONTRACTOR for its production and duplication costs. 2.7 CONT?ACTOR wil! be responsible for emp!oying or engaging al! persons necessary to perform the Services. All contractors of CONTKhCTOR wil! be deemed to be directly controlled and supervised by CONTP<ACTOR, which wil! be responsible for their performance, if an,] employee or contractor o÷ CONTRACTOR fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or contractor will be discharged im_mediate!y from further performance under this Contract on demand of the project manager. SECTION 3 -DUTIES OF CITY 3.1 CITY wil! furnish or cause to be furnished the specified services set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTRACTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. LINDA CLERKSON is designated as the project manager for the city manager. THe project manager will supervise the performance, progress, and execution of the Services, and wil! be assisted by ANTHONY ENERIO, the project manager’s assistant. 3 o if CTTY observe< or otherwise becomes aware of any default in the performance of CONTKhCTOR, CITY will use reasonable efforts to give written notice thereof to CONTRc%CTOR in a timely manner. SECTION 4 - COMPENSATION ~ ~ in consideration of the fu!] ~erformanc~ of the Services by CON_’.<’hC_OR to January !, 2004, CITY will pay CONTRACTOR a total sum not to exceed Fifty Thousand Dollars ($50,000) payable within thirty (30) days of submission by CONT~hCTOR of its itemized billings, in accordance with ~he following fee schedule set forth ~ n Exhibi~ "B" The ra~e ~ compensation fo the i mi nG con~_:=c: year~ assuming the Ci:y elects <o exercise th~ omtion to ....r=~ew, shall be determ~ ned by City City’ s ~an~ger. _~ _ . ~o~= ~ - ! 030528 sdl 0072287 compensation for each subsequent year shall be limited to a sum not to exceed One Hundred Thousand Dollars ($i00,000) and the amount of this contract and City’s contracts with FineLine Graphics and Design and Carter Israel Advertising and Public Relations, Inc. shall not exceed One Hundred Eighty Thousand Dollars ($180,000) total. Rates set forth in the fee schedule attached hereto as Exhibit "B" may be increased by City’s City Manager provided that any contract rate increase shal! not exceed the Bay Area Consumer Price Index for the San Francisco Bay Area. Nothing in this Agreement requires that the rates be increased upon renewal and City has the option to terminate this agreement if the parties cannot agree on an acceptable rate increase. 4.2 in consideration of the full performance of Additiona! Servicesi the amount of compensation set forth in Exhibit "B" wil! not exceed ten percent of the basic service compensation. Total compensation for additional services for this contract and the contracts with FineLine Graphics & Design, inc. and Carter israel Advertising and Public Re!a<ions, inc. shall not exceed Eighteen Thousand Dollars ($18,000) total. 4.3 The ful! payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment wil! be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT wil! not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. SECTION 5 -AUDITS 5.1 CONTRACTOR will permit CITY to audit, during the term of this Contract and for three (3) years thereafter, CONTPJACTOR’s records pertaining to matters covered by this Contract. CONTRACTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. CITY shall reimburse CONTRACTOR for all reasonable mutually agreed upon costs and charges for time expended (per current billable rates) to facilitate a CiTY-authorized audit, including CONTKhCTOR’s interna! and external costs directly associated with the research, preparation and review of documents. 030528 sdl 0072287 SECT!ON 6 -INDEMNITY 6.1 Each Party shall protect, indemnify, defend and hold harmless the other Party, its Counci! members, officers, emp!oyees and agents from and against any and all demands, claims, losses, costs, damages, expenses (including reasonable attorneys’ fees), or liability of any nature, including death or injury to any person, property damage or any other loss, caused by, arising out of or resulting from that Party’s negligence or will~u! misconduct, or conduct for which applicable law may impose strict liability on that Party in the performance of or failure to perform its obligations under this Contract. SECTION 7 -WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, re_m, condition or provision of this Contract, 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. The subsequent acceptance by either party of an,] fee or other money which may become due hereunder wi!l not be deemed to be a waiver of any preceding breach or v~o±ar~on by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 No payment, partial payment, acceptance, or partial acceptance by CITY wil! operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 8 -INSUPchNCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will be provided through carriers with Best’s Kev Rating Guide ratings of A:Vii or hi.gher which are admitted to transact insurance business in the State of California. Any and al! contractors of CONTPACTOR retained to_merf°rm S~’-~v-ces under this Con~_ac~r ~ wil! obtain and maintain, in ful! force and effect during the term of this ~ r ~,_anbonr_ac~identical insurance coverage, naming CITY as additional insured under such policies as required above. 8 .....3 Certi~caEes of such _insurance, ....pr~{erably_ ........on the ’~" be filed with CiTY concurrently w~thforms provided by CITY, wx±± .... 030528 sdl 0072287 the execution of this Contract. The certificates will be subject to ~._e approva! of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and wil! not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additiona! insured except in policies of workers’ commensation, emp!oyer’s liabilitv, and professiona! liability insurance. Current certificates of such insurance wil! be kept on file at a!! times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance will not be construed to limit CONTRACTOR’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONTRACTOR wil! be obligated for the full and tota! amount of any damage, injury, or !oss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION 9 -WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, 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 se!f-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. SERVICES SECTION !0 -TERMINATION OR SUSPENSION OF CONT~.CT OR i0.! The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONTkACTOR. Upon receipt of such notice, CONTP~.CTOR will i~mediate!y discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract 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 substantia! failure o~ performance by CITY or ~n ~h~ ~v~nt C~Tv indefinitely withholds or withdraws its request for the initia<ion or continuation of the Services to be performed. 10.3 Upon such suspension or termination by CITY, CONT,RACTOR .....~ , ~’ .......~ .....~~±~ be pald for theb=~-rvices ~._cu==!y r~naer=a ~o ~±, ~__ on or before the effective date o{ suspension or termination; provided, however, if =his Con:tact is suspended or termina=ed on 030528 sd10072287 account of a default by CONTRhCTOR, CITY will be obligated to compensate CONTRACTOR only for that portion of the 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 her discretion. C!TY agrees to assume CONTRhCTOR’s liability under all outstanding contracts made by CONTRACTOR on behalf of CITY that are expressly authorized, in writing, by CITY. CiTY shall reimburse CONTRACTOR for all reasonable costs incurred by CONTRACTOR on behalf of CITY, including the .cost of service, materials, mailing, packaging, shipping charges, <axes, duties, telephone, trave! and any unavoidable or non-cance!ab!e costs incurred upon the termination of this Agreement. 10.4 Upon such suspension or termination, CONTRhCTOR will deliver to the city manager within thirty (30) days any and al! =~lons, and othercomies of studies, sketches, drawings, comput-~’ data, whether or not completed, prepared by CONTRACTOR or its contractors, if any, or given to CONTRhCTOR or its contractors, if any, in connection with this Contract. The work product of the s~v_~es to be performed by CONTRACTOR a_Ler acceptance, approva~ and payment in full by CiTY shall become the property o{ CITY. Work product that is not accepted, approved, or paid in ful! by CiTY shall remain the property of CONTRACTOR. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recom_mendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. SECTION !! -ASSIGNMENT !!.! This Contract is for the personal services of CONTRhCTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of the city manager wi!l be void and, at the option of the city manager, this Contract may be terminated. This Contract wil! not be assignable by operation of law. SECTION 12 -NOTICES 12.1 Al! notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as fo!iows: To CITY:Office of the City Clerk City of Palo A!%o Post Office Box 10250 Pa!o Alto, CA 94303 030528 sdt 0072287 above To CONTKhCTOR: Attention of the project director at the address of CONTRACTOR recited SECTION 13 -CONFLICT OF INTEREST 13.1 In accepting this Contract, CONT~hCTOR 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. 13.2 CONTKhCTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or will have any financial interest under this Contract 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. SECTION 14 -NONDISCRIMINATION 14.1 As set forth in the Pa!o Alto Municipa! Code, no discrimination will be made in the employment of any person under this Contract because of the age, race, color, nationa! origin, ancestry, religion, disability, sexual preference or gender of that person, if the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONTRACTOR agrees to meet al! requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in emp!o~ent, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTKhCTOR agrees that each contract for services with an independent provider wi!i contain a provision substantially as follows: "[Name of Provider] wil! provide CONTP~hCTOR with a certificate stating that [Name of Provider] is currently in compliance with al! Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the emp!oyment of any person under this contract because of the age, race, color, nationa! origin, ancestry, religion, disability, sexual preference or gender of such person." 14.3 if CONTKACTOR is found in violation of :he nondiscrimination provisions of :he Stare of California Fair 030528 sdl 0072287 Employment Practices Act or similar provisions of Federal executive order in the performance of this Contract, it wil! be in default of this Contract. Thereupon, CITY wil! have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federa! agency .or officer will constitute evidence of a breach of this Contract. law or~ SECTION 15 -MISCELLANEOUS PROVISIONS 15.1 CONTKhCTOR represents and warrants that it has knowledge of the requirements of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONTRACTOR wil! comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws o{ the State of California, excluding its conflicts of law. 15.3 in the event that an action is brought, the parties agree that trial of such action wil! 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. 15 ~ The nr=v~Ting mart,? in any action brought to enforce the provisions of this Contract may recover its reasonable ’~_= =connection with that action.costs and attorneys fees e~.~nd~d in 15.5 This document represents the entire and integrated agreement between the parties and supersedes all prior negotia- tions, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 15.6 Al! provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, a6ministrators, assignees, and contractors, as the case may be, of the parties. 15.8 if a court of competent jurisdiction finds or rules tha: any provision of this Contract or any amendment thereto is 030528 sdl 0072287 void or unenforceable, the unaffected provisions of this Contract and any amendments thereto wil! remain in ful! force and effect. 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which wil! be an original, but al! of which together wil! constitute one and the same instrument. 15.11 This Contract is subject to the fiscal provisions of the Charter of the City of Pa!o Alto and the Paio Alto Municipal Code. This Contract 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 fisca! year and funds for this Contract are no longer available. This Section 15.11 shall take precedence in ~he even< of a conflict with any other covenant, <erm, condition, or provision of this Contract. ¯-_ "- n~ of California15 72 in accordance with the re@um~eme..<s State Board of Equalization Regulation 1540, CONTKACTOR is authorized to act as CITY’s agent in the procurement of tangible persona! property from outside sources. Should any governmental agency assess any taxes whatsoever regarding the sale or transfer of tangible persona! property by CO~T?~hCTOR on behalf of CITY, CITY agrees to reimburse CONTKhCTOR, to the extent such additional tax is_maid by_ CONTRACTOR and C-~v±~ is recu. !red by law to pay the additional tax, upon demand. / / / / / / / / / / / / / / / / / 030528 sdl 0072287 !0 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilities insurance Review Mayor CARL & MANOR ADVERTISING, a California General Partnership By: Name: Title: Taxpayer identificanion No. (Compliance w{th_ .. ,~.~.~--- <2ode {= 3~ is required ...... ~ :~= =nr~rv~ o~.. whose behalf <his conzract is signed is a corporation. in the alZernative, a cer:ified corporate resolution antestin~ no the signatory authority of the individuals simninm in A~achments: EXHIBIT "A"" EXHIBIT "B"" EXHIBIT "C": EXHIBIT "D": SCOPE OF PROJECT BshTE SCHEDULE iNSUBiNCE NONDISCRIMINATION COMPLIANCE FORM 030528 sdl 0072287 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) )SS. COUNTY OF ) On , 2003, before me, , a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her!their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. wITNESS my hand and official seal. Signature of Notary Public 030528 sdl 0072287 ATTACHMENT A SCOPE OF SERVICES 1.0 DESCRIPTION OF PROJECT City of Palo Alto Utilities (CPAU) would like to retain the services of three outside service agencies to provide graphic design, marketing material development, copyrighting, print production, advertising placement and mailing service coordination to assist CPAU in communicating with its residential and business utility customers. CPAU seeks partners to assist it in the efficient and cost-effective completion of various projects in a professional and timely manner. CPAU would like to select more than one partner to provide all or some of these services. On an annual basis, CPAU staff implements a multitude of program and ser~,ice marketing along with customer education outreach activities by levera~ng outside graphic designers and ad agencies to supplement staff resources. Public outreach conducted includes informational packets, applications, factsheets, brochures, ads, posters, displays, presentation materials, bill inserts and web pages for many of the following activities: marketing efficiency programs promoting upcoming workshops, special events, solar home tours promoting services: 24/7, leak detection, water quality issues, technical assistance to businesses, safety presentations, gants to schools for efficiency, marketing dark fiber program to businesses developing application forms for customers to apply for rate assistance, sign up for automatic bank drafting to pay their bill, doorhangers to provide info when electricity, water, gas and wastewater problems occur that require the home or business service to be shut off producing lobby displays and other materials to promote the unique nature of public power educating utility customers about money and resource-saving tips, emergency preparedness, keeping power lines clear, emergency numbers, safety around power lines/natural gas complying with legal publishing requirements such as the quarterly power content label, annual water quality report, annual notification for Underground Service Alert to promote avoid hitting underground utilities during construction, annual item the Canopy program to plant the rigJ~t tree under power lines, annual gas/electrical safety bill insert creating between 24 and 48 utility bill inserts each year 2.0 TASK ASSIGNMENT PROCEDURE Selection of the Consultant does not ensure that any vendor will be assigned work, but only makes the Consultant available to provide services to the City. At times, however, the City’s Project Manager may assign one or more Consultants work. All such work assi~maments will be made at the discretion of the City’s Project Managers, based on the Project Managers’ opinion of the Consultant’s qualifications, availability, and past performance. An activity work plan shall be CMR:XXX:XX Page 9 of t0 developed for each assi~krnent requested by the Project manager that includes scope, schedule, deliverables, budget and other information. The City of Palo Alto Utilities Project Managers must approve said work plan prior to its implementation. The Project Managers may Nve telephone authorization to Consultant to perform certain tasks at his/her sole discretion. 3.0 TIME SCHEDI~E The term of this contract is from date of execution to January 30, 2004. These contracts may be renewed, upon mutual ageement, for two additional one-year periods. CMR:X_X_X:X_X Page 10 of 10 9. Cost Please see the Proposal Responses sheet(s) included with the forms in Section 11. Our basic rate card is as follows: Print Design Illustration Copywriting Typesettirig Mechanical / Set up Scanning / Imaging Printing / Proofs Electronic File Transfer Stock Photo~aphy Web Desig-n / Flash Web Desig-n / Production Radio :60 Production DGS transfer to stations Television :30 Production Station Dubs Location Shoot (~/2 day) On-camera Talent Translation Sere’ices Media Buying $95/hr. $110/hr. $75/hr. $65/hr. $45/hr. $45/hr. $45/hr. $15/hr. Varies per source $120/hr. $95/hr. $475/spot* $21/ea. $1,795ispot** $35/ea. $600 Varies Varies per language 15% commission as paid by the media * Based on one (1) professional voice talent. ** Based on one (1) professional voice talent, custom ~aphics and video editing. PART !1- INSURANCE REQUIREMENTS FORM 650 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 BEST’S KEY RATING OF A:X, OR HIGHER, LICENSED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED YESIYES YES YES TYPE OF COVERAGE WORKER’S COMPENSATION AUTOMOBILE LIABILITY COMPREHENSIVE GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGALLIABiLITY COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE 0R/HEN APPLICABLE), AND NEGLIGENT PERFORMANCE REQUIREMENT STATUTORY STATUTORY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. BODILY INJURY EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED ALL DAMAGES MINIMUM LIMITS EACH OCCURRENCE $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 AGGREGATE $1,000,000 $1,000,000 $1,000,000 $1,000,0o0 $1,00o,000 fl,000,000 $1,000,000 $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: BIDDER, 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 BIDDER AND ITS SUBCONTRACTORS,IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. II. INSURANCE COVERAGE MUST INCLUDE: A PROVISION FOR A WRtTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDINGINSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY -SEE PART II, SECTION500, FORMAL CONTRACT (SAMPLE). SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIREDCOVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH VI, BELOW. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): Allstate NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: Claudia De Haranville, 8040 Soquel Dr, Aptos, CA 95003 (831)685-6580 POLICY NUMBER(S): 0481 60156 BAP CITY OF PALO ALTO RFP 144812 PAGE 1 OF 2 PART I! - INSURANCE REQUIREMENTS D.DEDUCTIBLE AMOUNT(S) APPROVAL): $500 (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 FORM ~650 REQUIRE CITY’S PRIOR 111. IV. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND BIDDER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSURES" 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 CONTRIBUTINGWITH ANYOTHER INSURANCE CARRIEDBY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UDNER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. NOTICE OF CANCELLATION 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 WRITI-EN NOTICE BEFORE THE EFFECTIVE DATE QF CANCELLATION. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRITTENNOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S)BELOW.SIGNATURE(S)MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION 300A. Firm:Carl + Manor Advertising Signature:~~-"~~ Name:~ .,,. !~San~i b~anor /~._~ (Print or type name) Signature: Name:Jeff Carl (Print or type name) NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. CITY OFPALOALTORFP 144812 PAGE2OF2 PART II- PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE", IF APPROPRIATE NAME OF PROPOSER (COMPANY)!ADDRESS Carl + Manor Advertising 783 Rio Del Mar Blvd Suite59 Aptos, CA 95003 IRS Number: 77-0543023 Phone/Fax Number: (866)444-2623 / (866)229-3365 Proposer is a: []California Corporation Corporation organized under the laws of the State of with head offices located at and offices in California at proprietor. California Limited Liability Company Sole Proprietorship; Partnership . Limited Liability Partnership List names of partners; state which partner or partners are managing partner(s) QUANTITY Not. (INCLUDE ADDITIONAL PAGES IF NECESSARY) []Other (attach Addendum with explanatory details) Have you (or your firm) previously worked for the City of Palo Alto? X Yes, or__ No (if "Yes", list above, or if necessary, provide information on additional sheets). If applicable, provide a list of the plant(s), andlor facilities, and equipment owned by the Proposer which are available for use on the proposed work as may be required herein. NAME/TYPE/MODEL, CAPACITY, ETC.CONDITION LOCATION Applicable D.Contractors license, number/type: CITY OF PALO ALTO RFP 144812 Not Applicable PAGEIOF3 PARTII-PROPOSERINFORMATION SECTION 300A Eo ¯ Minority Business Enterprises: Proposer is ____, or is not~ Small Business Concern: Proposer is X or is not Certified with X a minority, or Women, or Disadvantaged Business Enterprise a Small Business Concern State of California Identify the names and business address of each subcontractor performing work., under {his RFP. After opening o[ Proposals, no changes or substitutions will be allowed except as otherwise permitted by City. The listing of more than one subcontractor for each item of work to be performed with the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proposal as non-responsive and may cause its rejection. List all such subcontractors below, or in additional sheets, as required: .. NAMEANDADDRESS I. Wood + Wood Graphic De 400 Mobil Ave., Camari 2. Tom Berg Design 3033 Turk BlVdo San Fr 3. Slub Design 5 Estrella Ave., La 4.Leopard Print Design 1381 Sunflower Laner sign llo, CA ~n~isco, CA _va Beach, CA Bientwood, CA (INCLUDEADDITIONALPAGESIFNECESSARY) SC©PE OF WORK graphic design, Web design production graphic design/production graphic design/production web design Or, []Subcontractors will not perform work, provide labor, or render services in or about the work covered by this RFP (check and initial). H.Addenda During the Proposal process there may be changes to the Proposal documents, which would require an issuance of an addendum or addenda. City disclaims any and all liability for loss, or damage to any Proposer who does not receive any addendum issued by City in connection with this RFP. Any Proposer in submitting a Proposal is deemed to waive any and all claims and demands Proposer may have against City on account of the failure of delivery of any such addendum to Proposer. Any and all addenda issued by City shall be deemed included in this RFP, and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. Or~ To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: Addendum number(s) received: [~1; [] 2; [] 3; [] 4; [] 5; [] 6; [] 7; [] 8; [] 9 [] ..~ No Addendum/Addenda Were Received (check and initial). The Proposer represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. Proposer’s Designated Contact Name: SA~I Manor Title:Partner CITY OF PALO ALTO RFP 144812 PAGE 2 OF 3 PART I1- PROPOSER INFORMATION Phone: (866) 444-2623 SECTION 300A Fax: (866)- 229-3365 The firm and individuals listed below, certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in employment. If Proposer is a corporation Proposer is required to provide a certificate in good standing from the State of California with its Proposal. The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Signatures (Must be the same signature(s) as will appear on Contract): First Officer*Second Officer** (Signature) (Printed name of signatory) (Title of signatory) (Signature) (Printed name of signatory) (Title of signatory) Note:California Corporations Code Section 313 requires two corporate officers to execute contracts. The signature of First Officer* must be one of the following: Chairman of the Board; President; or Vice President. The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer; or Assistant Treasurer. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable. Or, The undersigned certifies that the Proposer is not a corporation, and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. (Signature) Sandi Manor (Printed name of signatory) Partner (Title of signatory) CITY OF PALO ALTO RFP 144812 PAGE 3 OF.3 ATTACHMENT G CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND FINELINE GRAPHICS & DESIGN, INC. FOR SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and FINELINE GRAPHICS & DESIGN, INC., a corporation, located at 1395 Franklin Street, Santa Clara, California 95050 ("CONTRACTOR"). RECITALS : WHEREAS, on February I, 2003,CITY entered into Purchase Order #UAD40!07 with CONT~hCTOR for provision of certain advertising, marketing and public relations services ("Services"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to continue to engage CONTRACTOR, including its emp!oyees, if any, in providing the Services by reason of its qualifications and experience in performing such Services; and WHEREAS, CITY and CONT~hCTOR wish to enter into new terms and conditions for provision of the services from the date of execution of this contract through the end of the term, as set forth in this contract; and NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i - TERM !.! This Contract will commence on the date of execution by CITY and wil! expire December 31, 2003, unless this Contract is earlier terminated by CITY or the contract is extended pursuant to this Section. Time is of the essence of this Contract. City shal! have the option but not the obligation to extend this Contract for two additiona! twelve (12) month periods for a maximmm of thirty-six (36) consecutive months. The obligation of CONTRACTOR is to perform each agreed upon scope of service, cost estimate and time schedule per assigned task. in the event that the Services are not completed within the specified scope, cost estimate and time schedule on account of CONTRACTOR’s default, CITY’s city manager wil! have the option of extending the time schedule for any meriod of time. This mrovision wil! not preclude the recovery of damages for delay caused by CONT~hCTOR. 030527 sdl 0072290 SECTION 2 -QUALIFICATIONS, CONTRACTOR STATUS,AND DUTIES OF 2.1 CONTRACTOR represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONT~hCTOR further represents and warrants that the project director and every individua! charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 2.2 in reliance on the representation and warranty set forth in Section 2.1, CITY hires CONTRACTOR to perform, and CONTRACTOR covenants and agrees that it wil! furnish or cause to be furnished, the Services. 2.3 CONT~hCTOR will assign CINDY BALDONZI, astheproject director to have supervisory responsibility fortheperformance, progress, and execution of the Services.ifcircumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director wi!l be subject to the prior written approval of the project manager. 2.4 CONTRACTOR represents and warrants that it will: 2.4.1 Procure all permits and licenses, pay a!l charges and fees, and give al! notices which may be necessary and incident to the due and lawfu! prosecution of the Services; 2.4.2 Keep itself fully informed of all existing and future Federa!, State of California, and !ocal laws, ordinances, regulations, orders, and decrees which may affect those engaged or emp!oyed under this Contract, any materials used in CONTRACTOR’s performance under this Contract, or the performance of the Services; 2.4.3 At all times observe and comply with, and cause its employees and contractors (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 2.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 2.5 Any reports, marketina or ~ublic relations materials, artwork, information, da<a or other materia! given to, 030527 sdl 0072290 or prepared or assembled by, CONTRACTOR or its contractors, if any,~, under this Contract will become the property of CITY upon payment in ful! to CONTRACTOR and will not be made available to any individua! or organization by CONTRACTOR or its contractors, if any, without the prior written approval of the city manager. 2.6 If CITY requests additional copies of reports, drawings, artwork, specifications, or any other material which CONTRACTOR is required to furnish in limited ~quantities in the performance of the Services, CONTRACTOR wil! provide such additional copies and CITY wil! compensate CONTRACTOR for its production and duplication costs. 2.7 CONTRACTOR will be responsible for employing or engaging al! persons necessary to perform the Services. All contractors of CONTRACTOR wil! be deemed to be directly controlled and supervised by CONTRACTOR, which will be responsible for their performance, if any emp!oyee or contractor of CONTRACTOR fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the emp!oyee or contractor wil! be discharged immediately from further performance under this Contract on demand of the project manager. SECTION 3 -DUTIES OF CITY 3.1 CITY wil! furnish or cause to be furnished the specified services set forth in Exhibit "A" and such other information regarding its requirements as may be reasonably requested by CONTP~CTOR. 3.2 The city manager will represent CITY for all purposes under this Contract. LINDA CLERKSON is designated as the project manager for the city manager. The project manager wi!l supervise the performance, progress, and execution of the Servfces, and will be assisted by ANTHONY ENERIO, the project manager’s assistant. 3.3 if CITY observes or otherwise becomes aware of any default in the performance of CONTRACTOR, CITY wil! use reasonable efforts to give written notice thereof to CONTRACTOR in a timely manner. SECTION 4 - COMPENSATION 4.1 in consideration of the ful! performance of the Services by CONTRACTOR to January !, 2004, CITY will pay CONTRACTOR a tota! sum not to exceed Fifty Thousand Dollars ($50,000) payable within thirty (30) days of submission by CONTRACTOR of its itemized billings, in accordance with the fol!owing fee schedule set forth in Exhibit "’B". The rate of compensation for the remaining contract years, assuming the City elects to exercise the option <o renew, shall be determined by City’s City Manager. Tota! 030527 sdl 0072290 3 compensation for each subsequent year shall be limited to a sum not to exceed One Hundred Thousand Dollars ($!00,000) and the amount of this contract and City’s contracts with Carl & Manor Advertising and Carter israe! Advertising and Public Relations, Inc. shall not exceed One Hundred Eighty Thousand Dollars ($180,000) tota!. Rates set forth in the fee schedule attached hereto as Exhibit "B" may be increased by City’s City Manager provided that any contract rate increase shal! not exceed the Bay Area Consumer Price Index for the San Francisco Bay Area. Nothing in this Agreement requires that the rates be increased upon renewal and City has the option to terminate this agreement if the parties cannot agree on an acceptable rate increase. 4.2 In consideration of the full performance of Additional Services, the.amount of compensation set forth in Exhibit "B" wil! not exceed ten percent of the basic service compensation. Tota! compensation for additional services for this contract and the contracts with Car! & Manor Advertising and Carter israe! Advertising and Public Relations, inc. shall not exceed Eighteen Thousand Dollars ($18,000) tota!. 4.3 The full pa~ent of charges for extra work or changes, or both, in the execution of the Project wil! be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties wil! agree upon an estimated maximum cost for such extra work or changes. CONSULTANT wil! not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. SECTION 5 -AUDITS 5.1 CONTRACTOR will permit CITY to audit, during the term of this Contract and for three (3) years thereafter, CONTRACTOR’s records pertaining to matters covered by this Contract. CONTKhCTOR further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Contract. CiTY shal! reimburse CONTRACTOR for al! reasonable mutually agreed upon costs and charges for time expended (per current billable rates) to facilitate a CiTY-authorized audit, including CONTRACTOR’s interna! and externa! costs directly associated with the research, preparation and review of documents. 030527 sdl 0072290 SECTION 6 -INDEMNITY 6.1 Each Party shall protect, indemnify, defend and hold harmless the other Party, its Council members, officers, employees and agents from and against any and al! demands, claims, !osses, costs, damages, expenses (including reasonable attorneys’ fees), or liability of any nature, including death or injury to any person, property damage or any other loss, caused by, arising out of or resulting from that Party’s negligence or willfu! misconduct, or conduct for which applicable law may impose strict liability on that Party in the performance of or failure to perform its obligations under this Contract. SECTION 7 -WAIVERS 7.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract, 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 ~aw, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, condition or provision of this Contract or of any applicable law or ordinance. 7.2 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 Contract. SECTION 8 -INSURANCE 8.1 CONTRACTOR, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONTRACTOR and its contractors, if any, but also, with the exception of workers’ compensation, emp!oyer’s liability, and professiona! liability insurance, naming CITY as an additional insured concerning CONTRACTOR’s performance under this Contract. 8.2 All insurance coverage required hereunder will 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 a!l contractors of CONTRACTOR retained to perform Services under this Contract wi!! obtain and maintain, in ful! force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 8 3 Cer~l,__ca<es of such i~nsurance, preferably on the forms provided by CITY, wil! be filed with CITY concurrently with 030527 sd! 0072290 5 the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and wil! contain an endorsement stating that the insurance is primary coverage and wil! not be canceled or altered by the insurer except after filing with CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Pa!o Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 8.4 The procuring of such required policy or policies of insurance wil! not be construed to limit CONTRACTOR’s liability hereunder nor to fulfil! the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONTRACTOR wil! be obligated for the full and tota! amount of any damage, injury, or !oss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or !oss arising after the Contract is terminated or the term has expired. SECTION 9 -WORKERS’ COMPENSATION 9.1 CONTRACTOR, by executing this Contract, 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 wil! comply with such provisions, as applicable, before commencing the performance of the Services. SERVICES SECTION i0 - TERMINATION OR SUSPENSION OF CONTRACT OR i0.i The city manager may suspend the performance of the Services, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONTPghCTOR. Upon receipt of such notice, CONTRACTOR will immediately discontinue its performance of the Services. 10.2 CONTRACTOR may terminate this Contract 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 or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of the Services to be performed. 10.3 Upon such suspension or termination by CITY, CONTRACTOR wil! be paid for the Services actually rendered to CiTY on or before the effective date of suspension or termination; provided, however, if this Contract is suspended or terminated on 030527 sdl 0072290 account of a default by CONTRACTOR, CITY will be obligated compensate CONTRACTOR only for that portion of the 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 her discretion. CITY agrees to assume CONTRACTOR’s liability under all outstanding contracts made by CONTRACTOR on behalf of CITY that are expressly authorized, in writing, by CITY. CITY shal! reimburse CONTRACTOR for al! reasonable costs incurred by CONTRACTOR on behalf of CITY, including the .cost of service, materials, mailing, packaging, shipping charges, taxes, duties, telephone, travel and any unavoidable or non-cancelab!e costs incurred upon the termination of this Agreement. 10.4 Upon such suspension or termination, CONTRACTOR will deliver to the city manager within thirty (30) days any and al! copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONTRACTOR or its contractors, i{ any, or given to CONTRACTOR or its contractors, if any, in connection with this Contract. The work product of the services to be performed by CONTRACTOR after acceptance, approval and payment in ful! by CITY shal! become the property of CITY. Work product that is not accepted, approved, or paid in ful! by CITY shal! remain the property of CONTRACTOR. 10.5 The failure of CITY to agree with CONTRACTOR’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONTRACTOR to fulfill its obligations under this Contract. SECTION i! -ASSIGNMENT !!.! This Contract is for the personal services of CONTRACTOR, therefore, CONTRACTOR will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approva! of the city manager wil! be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of !9W. SECTION 12 -NOTICES 12.1 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 030527 sdl 0072290 above To CONTRACTOR: Attention of the project director at the address of CONTRACTOR recited SECTION 13 -CONFLICT OF INTEREST 13.1 In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and wil! not acquire any interest, direct or indirect, financia! or otherwise, which would conflict in any manner or degree with the performance of the Services. 13.2 CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any contractor or person having such an interest. CONTRACTOR certifies that no person who has or wil! have any financia! interest under this Contract is an officer or emp!oyee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Pa!o Alto Municipal Code and the Government Code of the State of California. SECTION 14 -NONDISCRIMINATION 14.1 As set forth in the Palo Alto Municipal Code, no discrimination wil! be made in the emp!oyment of any person under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexua! preference or gender of that person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONT~hCTOR agrees to meet al! requirements of the Pa!o Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 14.2 CONTRACTOR agrees that each contract for services with an independent provider will ~ ’ncon~ai., a provision substantially as follows: "[Name of Provider] will provide CONTraCTOR with a certificate stating that [Name of Provider] is currently in compliance with all Federa! and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, nationa! origin, ancestry, religion, disability, sexua! preference or gender of such person." 14.3 If CONTRACTOR is found in violation of the nondiscrimination provisions of the State of California Fair 030527 sdl 0072290 Employment Practices Act or similar provisions of Federal law or’~ executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equiva!e0t federa! agency~ or officer wi!l constitute evidence of a breach of this Contract. SECTION 15 -MISCELLANEOUS PROVISIONS 15.1 CONTRACTOR represents and warrants that it has knowledge of the requirements of the Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONTRACTOR wil! comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Contract. 15.2 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 15.3 In the event that an action is brought, the parties agree that tria! of such action wil! 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. 15.4 The prevailing party in any action brought to enforce the provisions of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 15.5 This document represents the entire and integrated agreement between the parties and supersedes al! prior negotia- tions, representations, and contracts, either written or ora!. This document may be amended only by a written instrument, which is signed by the parties. 15.6 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 15.7 The covenants, terms, conditions and provisions of this Contract wil! apply to, and wil! bind, the heirs, successors, executors, administrators, assignees, and contractors, as the case may be, of the parties. 15.8 if a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is 030527 sdl 0072290 void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in fu!l~ force and effect. 15.9 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 15.10 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together wil! constitute one and the same instrument. 15.11 This Contract is subject to the fisca! provisions of the Charter of the City of Pa!o Alto and the Pa!o Alto Municipa! Code. This Contract wil! terminate without any penalty (a) at the end of any fisca! 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 fisca! year and funds for this Contract are no !onger available. This Section 15.11 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 15.12 In accordance with the requirements of California State Board of Equalization Regulation 1540, CONTRACTOR is authorized to act as CITY’s agent in the procurement of tangible personal property from outside sources. Should any governmenta! agency assess any taxes whatsoever regarding the sale or transfer of tangible persona! property by CONTRACTOR on behalf of CITY, C!TY agrees to reimburse CONTRACTOR, to the extent such additional tax is paid by CONTRACTOR and CITY is required by law to pay the additiona! tax, upon demand. / / / / / / / / / / / / / / / / / / 030527 sdl 0072290 i0 IN WITNESS WHEREOF, the parties hereto have by their duly authorized _epresenza~lves executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Utilities insurance Review Mayor FINELINE GR~.PHICS & DESIGN, INC., a corporation By: Name: Title: By: Name: Title: Taxpayer Identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. in the a!rernative, a C~_~iEi~d corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) Attachments : EXHIBIT "A" : EXHIBIT "B" ¯ EXHIBIT "C": EXHIBIT "D" ¯ SCOPE OF PROJECT RATE SCHEDULE INSUKANCE NONDISCRIMINATION COMPLIANCE FORM 030527 sdl 0072290 !! CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) )SS. COUNTY OF ) On , 2003, before me, , a Notary Public in and for said County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the ~instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 030527 sdl 0072290 12 SCOPE OF SER~CES 1.0 DESCRIPTION OF PROJECT City of Palo Alto Utilities (CPAU) would like to retain the services of three outside service agencies to provide graphic design, marketing material development, copyrigJating, print production, advertising placement and mailing service coordination to assist CPAU in communicating with its residential and business utility customers. CPAU seeks partners to assist it in the efficient and cost-effective completion of various projects in a professional and timely manner. CPAU would like to select more than one partner to provide all or some of these services. On an annual basis, CPAU staff implements a multitude of program and service marketing along with customer education outreach activities by leveraging outside graphic designers and ad agencies to supplement staff resources. Public outreach conducted includes informational packets, applications, factsheets, brochures, ads, posters, displays, presentation materials, bill inserts and web pages for many of the following activities: marketing efficiency programs promoting upcoming workshops, special events, solar home tours promoting services: 24/7, leak detection, water quality issues, technical assistance to businesses, safety presentations, grants to schools for efficiency, marketing dark fiber program to businesses developing application forms for customers to apply for rate assistance, sign up for automatic bank drafting to pay their bill, doorhangers to provide info when electricity, water, gas and wastewater problems occur that require the home or business service to be shut off producing lobby displays and other materials to promote the unique nature of public power educating utility customers about money and resource-saving tips, emergency preparedness, keeping power lines clear, emergency numbers, safety around power lines/natural gas complying with legal publishing requirements such as the quarterly power content label, annual water quality, report, annual notification for Underground Service Alert to promote avoid hitting underground utilities during construction, annual item the Canopy program to plant the ri~t tree under power lines, annual gas!electrical safety bill insert creating between 24 and 48 utility bill inserts each year 2.0 TASK ASSIGN1VIENT PROCEDURE Selection of the Consultant does not ensure that any vendor will be assigned work, but only makes the Consultant available to provide services to the City. At times, however, the City’s Project Manager may assign one or more Consultants work. All such work assignments will be made at the discretion of the City’s Project Managers, based on the Project Managers’ opinion of the Consultant’s qualifications, availability, and past performance. An activity work plan shall be CMR:XXX:XX Page 9 of 10 developed for each assignment requested by the Project manager that includes scope, schedule, deliverables, budget and other information. The City of Palo Alto Utilities Project Managers must approve said work plan prior to its implementation. The Project Managers may Nve telephone authorization to Consultant to perform certain tasks at his/her sole discretion. 3.0 TIME SCHEDULE The term of this contract is from date of execution to January 30, 2004. These contracts may be renewed, upon mutual agreement, for two additional one-year periods. CMR:XXX:XX Page 10 of 10 PROPOSAL RESPONSES Name of Company Fi neLine Graphics Bid on one section or both TABLE I. RATES o Z. 3. 4. 6. 7. 8. 9. 10. Client consultation Design Copywriting Copy editing " Blue-line proofing Press check Travel/mileage rate Photography Electronic photo editing Other charges (itemize) Per hour Section I Developing image and high end materials $85/HR $i00/HR $I 00/HR $75/HR S0/HE (N/C ~ $85/HR $o N/A $I 00[HE Section II Short-term!qui~k turnaround design assistance $100/HR $7 5./14R $75/HR $0/HR $85/HR $o N/A $1 00/HE CITY OF PALO ALTO RFP NO. 144812 Page 7 of 9 --ROH : STRTE FRtRH PHONE NO. : 408 136S 1183 .Tul. 30 2002 1!:52~qP1 CERTIFICATE OF INSU~NCE/ This ce~e~a~~ STATE FARM FIRE AND C~UAL~ COMPANY, Bloomington, Illinois ~STATE FARM GENE~L INSU~CE COMPLY, Bloomin~on, illinois ~S~A~ F~ FiRE AND CASU~ COMPANY, Sca~orough, Ontado ~STATE F~M FLORIDA INSU~NCE COMPANY, ~nter Haven, Florida ~STATE F~M ~OYDS, Dallas, Te~s #’~sures ~e ~o~ng #o~ho~der ~r ~e ~ve~ges indicated belo~ Fine L~r~e Graphics & Oes!gn~N~me ~ poOh,holder Addr~s ~ poli~older Lo~5on of opera,one Santa C]ara ~ CA 95050 D~sc~p~on of o~ons ~e pol~d~ ]~ below have ~en issued to ~e pol~ho~der for the po£~ pe~ods shown. ~e {nsu~nce desc~b~ sub}oct to ell ~e te~ ~dusions. and condiSons of ~ose policies. ~e ~m~ts of l~ab~ shown may have been redu~d by a~y paid claims. ~POLICY PERIOD ~MITS O~ LIABILI~ POUCY NUMBER ~PE OF ~NSU~NCE ~ Effective Date ~; ~i~5on D~(at beginning of p01icy.period) Comprehensive / - ~ : - t ~ BODILY INJURY AND ~ Don~c~al~nde~round H~rd Coverage Each Occu~en~$ ~ Pomona{ ~nju~ ~Adve~ing lnju~General Aggregate $ ~xplosion Ha~ Cove~ge ~mdu~- Comple[~$~bollapse H~a~ Cove~ge ~’&utomobile t~b%]ity/Non O~ned Operations~g~gate EXCESS LIABILITY [] Umbrella [] Other Workers’ Compensation and Employers Uability POLICY PERIOD Effective Date i Explrat~on Date ,, ,, POLICY PERIOD POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Dat~ BODILY INJURY AND PROPERTY DAMAGE (Combined Single Limit) Each Occurrence $ Aggregate $ Part 1 STATUTORY Part 2 BODILY INJURY Each Accident $ Disease Each Employee $ Disease - Policy Limit $ LIMITS OF LIABILITY (at beginning of policy period) its expiration date, State Farm will try to mail a wdtten notice to. the certifimate holder days before cancellation. If hovwever, we fail to rnaJl such notice, no obligation or liability will be imposed on State Farm or its agents or representatives. TC~le -’Date AganI’~ Code Stamp ,._..~, 155-994 3.3 0a~lgg9 Print~l in U.S,A. Name and Address of Certificate Holder ~urchasin~ a-r,.d Contract Administraticl, City of ?a]o Al~e P.O.Box 10250 Pal.o Alto, CA. 9-’;,303 THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED 8Y ANY POLICY DESCRIBED HEREIN.If any of the described policies are canceIed before PART II - PROPOSER INFORMATION SECTION 300A PROVIDE THE INFORMATION REQUESTED BELOW OR INDICATE "NOT APPLICABLE", IF APPROPRIATE NAME OF PROPOSER (COMPANY]I ADDRESS FineLine Graphics & Design,Inc.1395 Franklin St. Santa Clara, CA 95050 IRS Number:. FEIN: 77~0525647 Phone/Fax Number:. Ph: 408-261-7676 F×: 408-261-7677 Proposer is a: California Corporation Corporation organized under the laws of the State of with head offices located at and offices in California at , proprietor. D [] [] California Limited Liability Company Sole Proprietorship; Partnership Limited Liability Partnership List names of partners; state which partner or partners are managing partner(s) []Other (attach Addendum with explanatory details) B.Have you (or your firm) previously worked for the City of Palo Alto? __ Yes, or x No (if "Yes", list above, or if necessary, provide information on additional sheets). C.If applicable, provide a list of the plant(s), and/or facilities, and equipment owned by the Proposer which are available for use on the proposed work as may be required herein. QUANTITY NAME/TYPE!MODEL, CAPACITY, ETC.CONDITION I LOCATION N/A (INCLUDE ADDITIONAL PAGES IF NECESSARY) D.Contractors license, number/type: CITY OF PALO ALTO RFP 144812 PAGE 1 OF 3 PART II - PROPOSER INFORMATION SECTION 300A Eo Minority Business Enterprises: Woman-Owned Business Proposer is X __, or is not a minority, or Women, or Disadvantaged Business Enterprise F°Small Business Concern: Proposer is X , or is not__a Small Business Concern Identify the names and business address of each subcontractor performing work under ihis RFP. After opening of. Proposals, no changes or substitutions will be allowed except as otherwise permitted by City. The listing of more than one subcontractor for each item of work to be performed with the words ’and/or’ will not be permitted. Failure to comply with this requirement will render the Proposal as non-responsive and may cause its rejection. List all such subcontractors below, or in additional sheets, as required: I NAME AND ADDRESS !SCOPE OF WORK 1. 2. 3. 4. (INCLUDE ADDITIONAL PAGES IF NECESSARY) Subcontractors will not perform work, provide labor, or render services in or about the work covered by this RFP (check and initial). H.Addenda Or, During the Proposal process there may be changes to the Proposal documents, which would require an issuance of an addendum or addenda. City disclaims any and all liability for loss, or damage to any Proposer. who does not receive any addendum issued by City in connection with this RFP. Any Proposer in submitting a Proposal is deemed to waive any and all claims and demands Proposer may have against City on account of the failure of delivery of any such addendum to Proposer. Any and all addenda issued by City shall be deemed included in this RFP, and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. To assure that all Proposers have received each addendum, the following acknowledgment and sign-off is required. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal: Addendum number(s) received: [~1; [] 2; [] 3; [] 4; [] 5; [] 6;[] 7; [] 8; [] 9 No Addendum/Addenda Were Received (check and initial). The Proposer represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business. Proposer’s Designated Contact Name: Cindy Baldanzi Title: President CITY OF PALO ALTO RFP 144812 PAGE 2 OF 3 PART II - PROPOSER INFORMATION Phone:408-261 -7670 Fax: SECTION 300A 408-261 -7677 The firm and individuals listed below, certify that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all federal, state, and local directives and executive orders regarding nondiscrimination in employment. If Proposer is a corporation Proposer is required to provide a certificate in good standing from the State of California with its Proposal. The undersigned hereby agrees to, and accepts the terms and conditions of this RFP. Signatures (Must be the same signature(s) as will appear on Contract): Baldanzi (pfintednameofsi~natory) Pres./CEO ~i~eofsignatory) Second Officer** (Signature) (Pdnted name of signatory) (Title of signatory) Note:Califomia Corporations Code Section 313 requires two corporate officers to execute contracts. The signature of First Officer* must be one of the following: Chairman of the Board; President; or Vice President. The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer;, or Assistant Treasurer. tn the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable. Please Note: Corporation has only one officer. The undersigned certifies that the Proposer is not a corporation, and is not subject to the requirements of California Corporations code, and hereby agrees to, and accepts the terms and conditions of this RFP. (Signature) (Printed name of signatory) (Title of signatory) CITY OF PALO ALTO RFP 144812 PAGE 3 OF.3