Beverly Hills City Council
June 27, 2023

AGENDA REPORT
Meeting Date: June 27, 2023
Item Number:

To: Honorable Mayor & City Council
From: Huma Ahmed, City Clerk
Keith Sterling, Deputy City Manager
Michelle Ramos-Vergara, Management Analyst
Subject: A. AWARD OF BID NO. RFB 24-070-01 TO THE BH COURIER ACQUISITION, LLC; AND

AGREEMENT WITH THE BH COURIER ACQUISITION, LLC TO
PROVIDE ADVERTISING AND NOTICES (LEGAL AND NONLEGAL); AND

APPROVAL OF CITY-WIDE PURCHASE ORDERS IN THE
AMOUNT OF $331,922 FOR THESE SERVICES.

B. AGREEMENT WITH BEVERLY HILLS WEEKLY TO PROVIDE
ADVERTISING AND NOTICES (LEGAL AND NON-LEGAL); AND

APPROVAL OF CITY-WIDE PURCHASE ORDERS IN THE
AMOUNT OF $203,199 FOR THESE SERVICES.

C. AGREEMENT WITH MICHAEL VILLALPANDO DBA PARK LA

BREA NEWS/BEVERLY PRESS TO PROVIDE ADVERTISING
AND NOTICES (LEGAL AND NON-LEGAL); AND

APPROVAL OF CITY-WIDE PURCHASE ORDERS IN THE
AMOUNT OF $114,349 FOR THESE SERVICES.

Attachments: 1. Agreement - BH Courier Acquisition, LLC

2. Agreement - Beverly Hills Weekly

3. Agreement - Michael Villalpando DBA Park La Brea
News/Beverly Press
E-24
Meeting Date: June 27, 2023

RECOMMENDATION
Staff recommends for Fiscal Year 2023-24, the City Council:

A. Award Bid No. RFB 24-070-01 to the BH Courier Acquisition, LLC and approve an agreement with BH Courier Acquisition, LLC to provide advertising and notices; and approve Citywide Purchase Orders in the amount of $331,922 for these services.

B. Approve an agreement with Beverly Hills Weekly to provide advertising and notices and approve Citywide Purchase Orders in the amount of $203,199 for these services.

C. Approve an agreement with Michael Villalpando DBA Park La Brea News/Beverly Press to provide advertising and notices and approve Citywide Purchase Orders in the amount of $114,349 for these services.

INTRODUCTION
Per California Public Contract Code Section 20169, the City conducted its annual Bid for legal notices and included display advertising within the bid. This report discusses the City Council direction and staff’s recommendation to award bid no. RFB 24-070-01 to BH Courier Acquisition, LLC and approve agreements and purchase orders with BH Courier Acquisition, LLC, Beverly Hills Weekly and Michael Villalpando DBA Park La Brea News/Beverly Press to publish City of Beverly Hills legal and non-legal advertising and notices for Fiscal Year 2023/2024.

DISCUSSION
At the June 6, 2023 City Council Study Session, staff presented the Advertising and Notices Request for Bid 24-070-01 (RFB) responses received from BH Courier Acquisition, LLC (Courier), Beverly Hills Weekly (Weekly) and Beverly Press/Park La Brea News (Beverly Press). Representatives from all three papers were present. At the meeting, the following was determined:
 The City Council accepted the Advertising and Notices bids from all three newspapers.
 All three publications submitted new independent verified circulation audits which were each conducted by the Certified Verification Council (CVC).  The City Council has for many years awarded the bid based on the highest circulation in Beverly Hills. The circulation data was included in each newspaper’s new audit report. Based on this information, City Council unanimously agreed to award the Bid to the Courier because it continues to have the highest circulation in Beverly Hills amongst the three publications.
 The City Council also agreed to contract with the Weekly and the Press for display ads and legal ads at the Beverly Hills rate of circulation compared to the Courier’s for as-needed additional advertising.
 Finally, the City Council directed to require online metrics (including social media) as part of future audits of which the City Council Ad Hoc will discuss the details.

Meeting Date: June 27, 2023

FISCAL IMPACT
The City Clerk’s Office’s FY 2023-24 budget for legal advertising and notices is $112,482. The Citywide FY 2023-24 budget for display advertising is $537,058. The total advertising budget is $649,540, which includes a proposed ongoing budget enhancement of $75,0001 for display advertising. There are no set fixed amounts designated for each newspaper, ads are placed as needed. It is at the City’s discretion to place non-legal (display) advertisements in any publication.

The City places advertisements in local newspapers based on regulatory requirements or on an as needed basis. The current budget does not impact funding for the publications. The display advertising budget is not solely for the contracted publications in the report and can be used for newspapers and/or other advertisement purposes.

Staff is requesting the City Council approve the issuance of FY 2023-24 blanket purchase orders to the Courier totaling $331,922 based on the rates provided. Staff also requests the City Council also approve the issuance of FY 2023-24 blanket purchase orders based on the rates provided to the Weekly totaling $203,199 and the Press totaling $114,349. These amounts are provided based on Citywide departmental advertisement history, to be set aside and used as needed.

All Purchase Orders will automatically expire on June 30, 2024. The blanket purchase order amounts presented for approval are not-to-exceed amounts, and the City is under no obligation to spend any or all funds of any of the proposed blanket purchase orders.

The Courier and the Weekly’s FY 2023-24 Schedule of Rates are provided below. The rates are also listed in Exhibit B of each publication’s proposed agreement.

FY 2023-24 Schedule of Rates
Courier Weekly Press
Circulation (Inside BH) 24,400 14,950 7,420
% of Circulation Relative to Courier --- 61% 30%

Item 1 – Display advertising
(Black and White)
Modular Rates
1/4-Page $ 657.00 $ 400.77 $ 197.10
1/2-Page $ 1,265.00 $ 771.65 $ 379.50
Full Page $ 2,271.00 $ 1,385.31 $ 681.30

Item 2 - Display advertising
(Color)
1/4-Page $ 873.00 $ 532.53 $ 261.90
1/2-Page $ 1,514.00 $ 923.54 $ 454.20
Full Page $ 3,028.00 $ 1,847.08 $ 908.40

Item 3 - Legal/Classified ads $13.90 $8.48 $4.17
1 Included as part of FY 2023/2024 budget.

Meeting Date: June 27, 2023
The budget for legal advertisement will continue to be managed through the City Clerk’s Office, while the budget for non-legal/display advertising will be managed through the Communications Office.

Huma Ahmed,
City Clerk
Approved By
Attachment 1
B0785-0001\2824072v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BH COURIER ACQUISITION, LLC TO PROVIDE ADVERTISING

AND NOTICES (LEGAL AND NON-LEGAL)
NAME OF CONTRACTOR: BH Courier Acquisition, LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: John Bendheim,
Publisher/Managing Partner
Lisa Bloch,
Publisher/Managing Partner
CONTRACTOR’S ADDRESS: 499 North Cañon Drive
Beverly Hills, CA 90210
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Huma Ahmed, City Clerk
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2024
CONSIDERATION: Based on the rates set forth in Exhibit B, attached hereto and incorporated herein.

Not to exceed the amount set forth in CITY
authorized purchase orders.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 2 B0785-0001\2824072v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BH COURIER ACQUISITION, LLC TO PROVIDE ADVERTISING

AND NOTICES (LEGAL AND NON-LEGAL)
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and BH COURIER ACQUISITION, LLC (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 3 B0785-0001\2824072v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 4 B0785-0001\2824072v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Media Liability Insurance
CONTRACTOR shall at all times during the term of this
Agreement carry, maintain, and keep in full force and effect, a policy or policies of Media Liability Coverage that includes errors and omissions coverage for public notices, with minimum limits of One Million Dollars ($1,000,000) for each occurrence. CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 5 B0785-0001\2824072v2.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement including but not limited to (1) the rates paid by CITY under this Agreement, and (2) the distribution, delivery and circulation for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 6 B0785-0001\2824072v2.doc
this provision in all subcontracts made in connection with this Agreement. If CITY or its representative determines that the rates paid by the CITY for advertising exceed the rates paid by any other advertiser of CONTRACTOR for the same advertising other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates offered to advertisers who contract to purchase at least one half page in every edition of the newspaper for at least ninety (90) days, CONTRACTOR shall promptly reimburse CITY for all fees paid in excess of those required by this Agreement. In addition, CONTRACTOR shall reimburse CITY for all costs and expenses incurred by CITY in connection with such audit. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Circulation. CONTRACTOR shall, at all times during the term of this Agreement publish the Beverly Hills Courier and circulate such publication, free of charge, weekly on its regular date of publication to the areas described in its bid proposal and shown in Exhibit D. Failure to comply with this section shall be a material breach of this Agreement.

Section 20. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 7 B0785-0001\2824072v2.doc
representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor of the City of Beverly Hills, California
ATTEST:
__________ (SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: BH COURIER

ACQUISITION, LLC
________________________________

JOHN BENDHEIM
Publisher/Managing Partner

LISA BLOCH
Publisher/Managing Partner
[Signatures continue]
DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 8 B0785-0001\2824072v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

HUMA AHMED
City Clerk

KEITH STERLING
Deputy City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 9 B0785-0001\2824072v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall, at CITY’s written request, perform the following services to the satisfaction of CITY:

Print and publish, on a non-exclusive basis, correctly and in a first-class manner in the Beverly Hills Courier, a newspaper that has been adjudicated as a newspaper of general circulation as defined in Section 6008 of the Government Code, for the CITY, all legal advertising and any other notices or advertising of whatever kind or nature that may be requested in writing by an officer, board, commission or department of the CITY to be printed pursuant to the terms of this bid, and furnish proof of such publication. However, nothing in this Agreement shall be construed to require CITY to place all advertisements, or any particular advertisement, with CONTRACTOR. CITY retains the right to place advertisements in any publication or medium as required by law and as it determines to be in the best interests of CITY.

If specified by CITY in writing, up to one full page of legal or display advertisements shall be inserted with best effort upfront within pages 1-10 or in the first half of the Beverly Hills Courier if the newspaper is greater than 20 pages. Exceptions include last minute advertisements in which case, placement can be based on availability of space and with the mutual agreement by CITY. Other exceptions include legal/classified ads such as full length ordinances, full length resolutions, Requests for Bids and Request for Proposals.

Unless CITY specifies a different font style and font size, CONTRACTOR shall publish CITY’s legal notices and advertising in the following font style and size:
serif= Times New Roman eight point font
san serif =Arial seven point font
The CITY will not be responsible for any additional charges for CONTRACTOR’S use of larger font sizes, unless requested by the CITY in writing.

CONTRACTOR shall pick up the notice/advertising copy from CITY or accept digital transmission of the copy from CITY. Written copy furnished by CITY for publication shall not be photocopied and published in "as is" condition unless expressly authorized by CITY. All such written copy shall be typeset as required in the font style and size specified above unless otherwise specified by CITY. CITY may also provide CONTRACTOR with a camera-ready copy.

CONTRACTOR shall provide a proof prior to publication for CITY to review for accuracy. Unless CITY specifies a different font style and font size, CONTRACTOR shall submit the proof of publication in the font styles and sizes listed above. All CITY advertisements shall be approved by CITY in writing prior to publishing. CONTRACTOR shall provide one affidavit of publication within two weeks of each publication.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 10 B0785-0001\2824072v2.doc
CONTRACTOR shall contact the CITY first and within 24 hours of the distribution day of the papers to offer any last minute display opportunities at a competitive rate determined by the publication.

All advertisements to be published under this Agreement shall be inserted in every edition of the Beverly Hills Courier issued upon the day of publication, and not in any supplement thereof, and shall be published for the number of days directed in writing by CITY requiring such publication and no more. If the Beverly Hills Courier is published on more than one day per week, then advertisements shall be placed on the publication date requested by the CITY.

CONTRACTOR's deadline for publication of notices/advertising shall be:

Tuesday at 12:00p.m. Pacific Standard Time for space reservation and Tuesday at 5:00p.m.Pacific Standard Time for materials submission for publishing on Friday.

If at any time during the period of the agreement, the newspaper to which the agreement is awarded is not published and circulated regularly on its regular date of publication, CITY has the right to immediately terminate the agreement and to recover any damages from CONTRACTOR.

In the event CONTRACTOR fails to publish an advertisement or notice, or publishes improperly, CONTRACTOR shall, at the election of CITY, republish the advertisement or notice on the next available publication date at no charge to CITY or shall not charge CITY for the improperly published advertisement.

CONTRACTOR shall be required during the term of the Agreement to deliver free of charge fifty (50) copies of each issue of the Beverly Hills Courier to CITY Hall Attn: City Clerk’s office.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 14 B0785-0001\2824072v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount set forth in CITY authorized purchase orders at the rates set forth in this Exhibit B.

LEGAL OR CLASSIFIED ADVERTISEMENTS RATES
Modular Rates
Item 1 – Display advertising (Black and White)
1/4 page $657.00
1/2 page $1,265.00
Full page $2,271.00
Item 2 - Display advertising (Color)
1/4 page $873.00
1/2 page $1,514.00
Full page $3,028.00
Per Legal Square Inch/Classified Rates
Item 3 - Legal/Classified ads $13.90
For all Back Page/Classified ads the newspaper shall charge CITY the lesser of two rate calculations:
a. The Per Legal Square Inch/Classified Rate for the entire ad; or b. A combination of the modular rate plus the Per Legal Square inch/Classified rate for any remainder of the ad that exceeds the modular space page.

CONTRACTOR's rates shall not exceed the rates CONTRACTOR charges any other commercial advertiser (other than rates for advertising residential real estate) for the same advertising, in the same location, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Courier for a duration of at least ninety days.

For those advertisements requiring typesetting, CONTRACTOR’s rates shall not exceed the rates CONTRACTOR charges for any other advertiser for the same size advertising, in the same location, and typeset by CONTRACTOR, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Courier for a duration of at least ninety days.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 15 B0785-0001\2824072v2.doc
the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 B0785-0001\2824072v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 17 B0785-0001\2824072v2.doc

EXHIBIT D

CIRCULATION AREA
DocuSign Envelope ID: 17AFFEDA-25E6-4183-B34B-A8AB6B090E39 Certificate Of Completion
Envelope Id: 17AFFEDA25E64183B34BA8AB6B090E39 Status: Sent Subject: Please DocuSign: Agreement - BH Courier FY 23-24 Source Envelope:

Document Pages: 14 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Ramos-Vergara AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
6/20/2023 9:39:19 AM
Holder: Michelle Ramos-Vergara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.127.56.144
Signed using mobile
Sent: 6/20/2023 9:50:33 AM
Resent: 6/21/2023 4:04:51 PM
Viewed: 6/21/2023 4:31:59 PM
Signed: 6/21/2023 4:32:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Sent: 6/20/2023 9:50:33 AM
Viewed: 6/20/2023 10:02:25 AM
Signed: 6/20/2023 10:02:57 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John Bendheim
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 173.197.217.178
Signed using mobile
Sent: 6/20/2023 9:50:35 AM
Resent: 6/21/2023 4:04:51 PM
Viewed: 6/21/2023 4:31:01 PM
Signed: 6/21/2023 4:31:18 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/20/2023 9:50:34 AM
Resent: 6/20/2023 9:51:36 AM
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Signed: 6/20/2023 12:13:08 PM
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Not Offered via DocuSign
Signer Events Signature Timestamp
Lisa Bloch
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.134.34.91
Sent: 6/20/2023 9:50:34 AM
Viewed: 6/20/2023 11:23:32 AM
Signed: 6/20/2023 11:26:36 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/20/2023 9:50:35 AM
Viewed: 6/20/2023 3:43:11 PM
Signed: 6/20/2023 3:43:18 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/21/2023 4:32:29 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
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Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/20/2023 9:50:35 AM
Envelope Updated Security Checked 6/20/2023 9:51:35 AM
Payment Events Status Timestamps
Attachment 2
B0785-0001\2824075v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BEVERLY HILLS WEEKLY TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
NAME OF CONTRACTOR: Beverly Hills Weekly
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Josh E. Gross
Chief Executive Officer
CONTRACTOR’S ADDRESS: 140 South Beverly Drive, Suite 201 Beverly Hills, CA 90210
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Huma Ahmed, City Clerk
COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2024
CONSIDERATION: Based on the rates set forth in Exhibit B, attached hereto and incorporated herein.

Not to exceed the amount set forth in CITY
authorized purchase orders.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 2 B0785-0001\2824075v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BEVERLY HILLS WEEKLY TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and BEVERLY HILLS WEEKLY (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 3 B0785-0001\2824075v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 4 B0785-0001\2824075v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Media Liability Insurance
CONTRACTOR shall at all times during the term of this
Agreement carry, maintain, and keep in full force and effect, a policy or policies of Media Liability Coverage that includes errors and omissions coverage for public notices, with minimum limits of One Million Dollars ($1,000,000) for each occurrence. CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 5 B0785-0001\2824075v2.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement including but not limited to (1) the rates paid by CITY under this Agreement, and (2) the distribution, delivery and circulation for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 6 B0785-0001\2824075v2.doc
this provision in all subcontracts made in connection with this Agreement. If CITY or its representative determines that the rates paid by the CITY for advertising exceed the rates paid by any other advertiser of CONTRACTOR for the same advertising other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates offered to advertisers who contract to purchase at least one half page in every edition of the newspaper for at least ninety (90) days, CONTRACTOR shall promptly reimburse CITY for all fees paid in excess of those required by this Agreement. In addition, CONTRACTOR shall reimburse CITY for all costs and expenses incurred by CITY in connection with such audit. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Circulation. CONTRACTOR shall, at all times during the term of this Agreement publish the Beverly Hills Weekly and circulate such publication, free of charge, weekly on its regular date of publication to the areas described in its bid proposal and shown in Exhibit D. Failure to comply with this section shall be a material breach of this Agreement.

Section 20. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 7 B0785-0001\2824075v2.doc
Section 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor of the City of Beverly Hills, California
ATTEST:
__________ (SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: BEVERLY HILLS
WEEKLY
________________________________
JOSH E. GROSS
Chief Executive Officer
[Signatures continue]
DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 8 B0785-0001\2824075v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

HUMA AHMED
City Clerk

KEITH STERLING
Deputy City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 9 B0785-0001\2824075v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall, at CITY’s written request, perform the following services to the satisfaction of CITY:

Print and publish, on a non-exclusive basis, correctly and in a first-class manner in the Beverly Hills Weekly, a newspaper that has been adjudicated as a newspaper of general circulation as defined in Section 6008 of the Government Code, for CITY, all legal advertising and any other notices or advertising of whatever kind or nature that may be requested in writing by an officer, board, commission or department of CITY to be printed pursuant to the terms of this bid, and furnish proof of such publication. However, nothing in this Agreement shall be construed to require CITY to place all advertisements, or any particular advertisement, with CONTRACTOR. CITY retains the right to place advertisements in any publication or medium as required by law and as it determines to be in the best interests of CITY.

If specified by CITY in writing, up to one full page of legal or display advertisements shall be inserted with best effort upfront within pages 1-10 or in the first half of the Beverly Hills Weekly if the newspaper is greater than 20 pages. Exceptions include last minute advertisements in which case, placement can be based on availability of space and with the mutual agreement by CITY. Other exceptions include legal/classified ads such as full length ordinances, full length resolutions, Requests for Bids and Request for Proposals.

Unless CITY specifies a different font style and font size, CONTRACTOR shall publish CITY’s legal notices and advertising in the following font style and size:
serif= Times New Roman eight point font
san serif =Arial seven point font
CITY will not be responsible for any additional charges for CONTRACTOR’S use of larger font sizes, unless requested by CITY in writing.

CONTRACTOR shall pick up the notice/advertising copy from CITY or accept digital transmission of the copy from CITY. Written copy furnished by CITY for publication shall not be photocopied and published in "as is" condition unless expressly authorized by CITY. All such written copy shall be typeset as required in the font style and size specified above unless otherwise specified by CITY. CITY may also provide CONTRACTOR with a camera-ready copy.

CONTRACTOR shall provide a proof prior to publication for CITY to review for accuracy. Unless CITY specifies a different font style and font size, CONTRACTOR shall submit the proof of publication in the font styles and sizes listed above. All CITY advertisements shall be approved by CITY in writing prior to publishing. CONTRACTOR shall provide one affidavit of publication within two weeks of each publication.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 10 B0785-0001\2824075v2.doc
CONTRACTOR shall contact CITY first and within 24 hours of the distribution day of the papers to offer any last minute display opportunities at a competitive rate determined by the publication.

All advertisements to be published under this Agreement shall be inserted in every edition of the Beverly Hills Weekly issued upon the day of publication, and not in any supplement thereof, and shall be published for the number of days directed in writing by CITY requiring such publication and no more. If the Beverly Hills Weekly is published on more than one day per week, then advertisements shall be placed on the publication date requested by CITY.

CONTRACTOR's deadline for publication of notices/advertising shall be:

Tuesday at 12:00p.m. Pacific Standard Time for space reservation and Tuesday at 5:00p.m. Pacific Standard Time for materials submission for publishing on Thursday.

If at any time during the period of the Agreement, the newspaper to which the Agreement is awarded is not published and circulated regularly on its regular date of publication, CITY has the right to immediately terminate the Agreement and to recover any damages from CONTRACTOR.

In the event CONTRACTOR fails to publish an advertisement or notice, or publishes improperly, CONTRACTOR shall, at the election of CITY, republish the advertisement or notice on the next available publication date at no charge to CITY or shall not charge CITY for the improperly published advertisement.

CONTRACTOR shall be required during the term of the Agreement to deliver free of charge fifty (50) copies of each issue of the Beverly Hills Weekly to CITY Hall Attn: City Clerk’s office.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 14 B0785-0001\2824075v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount set forth in CITY authorized purchase orders at the rates set forth in this Exhibit B.

LEGAL OR CLASSIFIED ADVERTISEMENT RATES
Modular Rates
Item 1 – Display advertising (Black and White)
1/4 page $400.77
1/2 page $771.65
Full page $1,385.31
Item 2 - Display advertising (Color)
1/4 page $532.53
1/2 page $923.54
Full page $1,847.08
Per Legal Square Inch/Classified Rates
Item 3 - Legal/Classified ads $8.48
For all Back Page/Classified ads the newspaper shall charge CITY the lesser of two rate calculations:
a. The Per Legal Square Inch/Classified Rate for the entire ad; or b. A combination of the modular rate plus the Per Legal Square inch/Classified rate for any remainder of the ad that exceeds the modular space page.

CONTRACTOR's rates shall not exceed the rates CONTRACTOR charges any other commercial advertiser (other than rates for advertising residential real estate) for the same advertising, in the same location, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.

For those advertisements requiring typesetting, CONTRACTOR’s rates shall not exceed the rates CONTRACTOR charges for any other advertiser for the same size advertising, in the same location, and typeset by CONTRACTOR, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 15 B0785-0001\2824075v2.doc
the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 B0785-0001\2824075v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 17 B0785-0001\2824075v2.doc

EXHIBIT D

CIRCULATION AREA
DocuSign Envelope ID: 98FD8D41-D3D2-4848-B8BC-4669918E6C98 Certificate Of Completion
Envelope Id: 98FD8D41D3D24848B8BC4669918E6C98 Status: Sent Subject: Please DocuSign: Agreement - Beverly Hills Weekly FY 23-24 Source Envelope:

Document Pages: 14 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Ramos-Vergara AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
6/20/2023 9:32:20 AM
Holder: Michelle Ramos-Vergara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 6/20/2023 9:39:08 AM
Viewed: 6/20/2023 9:45:42 AM
Signed: 6/20/2023 9:46:01 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Sent: 6/20/2023 9:39:08 AM
Resent: 6/21/2023 4:04:53 PM
Viewed: 6/21/2023 4:07:42 PM
Signed: 6/21/2023 4:07:50 PM
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Josh E. Gross
[email protected]
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Using IP Address: 24.43.45.210
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Viewed: 6/20/2023 9:57:20 AM
Signed: 6/20/2023 9:57:31 AM
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Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/20/2023 9:39:09 AM
Resent: 6/20/2023 9:44:22 AM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/20/2023 9:39:09 AM
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Signed: 6/20/2023 3:43:34 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/21/2023 4:07:52 PM
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Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
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Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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Huma Ahmed
[email protected]
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Adrianne Tarazon
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Dorina Mohan
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Megan Grilley
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(None)
Electronic Record and Signature Disclosure:

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Michelle Ramos-Vergara
[email protected]
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Envelope Updated Security Checked 6/20/2023 9:44:21 AM
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Envelope Updated Security Checked 6/20/2023 9:44:21 AM
Payment Events Status Timestamps
Attachment 3
B0785-0001\2824069v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MICHAEL VILLALPANDO DBA PARK LA BREA

NEWS/BEVERLY PRESS TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
NAME OF CONTRACTOR: Michael Villalpando dba Park La Brea News/Beverly Press
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Michael Villalpando Owner and Publisher
CONTRACTOR'S ADDRESS: 8444, Wilshire Blvd., 4
th Floor
Beverly Hills, CA 90211
Mailing Address:

P.O. Box 36036
Los Angeles, CA 90036
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Huma Ahmed, City Clerk

COMMENCEMENT DATE: July 1, 2023
TERMINATION DATE: June 30, 2024
CONSIDERATION: Based on the rates set forth in Exhibit B, attached hereto and incorporated herein.

Not to exceed the amount set forth in CITY
authorized purchase orders.

DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MICHAEL VILLALPANDO DBA PARK LA BREA

NEWS/BEVERLY PRESS TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
THIS AGREEMENT is made by and between the City of Beverly Hills, a municipal corporation (hereinafter called "CITY"), and Michael Villalpando dba Park La Brea News/Beverly Press , (hereinafter called "CONTRACTOR").

RECITALS
A. CITY desires to have certain services provided (the "services") as set forth in Exhibit A, attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the services.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR's Services. CONTRACTOR shall perform the services as described in Exhibit A to the full satisfaction of CITY.

Section 2. Time of Performance. CONTRACTOR shall perform the services until the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR's employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All personnel engaged in the work shall be qualified to perform such services.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any claim of intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY may cancel this Agreement at any time upon five (5) days written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice.
(b) In the event of termination or cancellation of this Agreement by CITY under paragraph (a), due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid full compensation for all services performed by CONTRACTOR, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, CONTRACTOR shall be paid for the services performed prior to the effective date of termination or cancellation based on the rates set forth in Exhibit B-1, provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid CONTRACTOR for the full performance of the services required by this Agreement.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement including but not limited to (1) the rates paid by CITY under this Agreement, and (2) the distribution, delivery and circulation for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. If CITY or its representative determines that the rates paid by the CITY for advertising exceed the rates paid by any other advertiser of CONTRACTOR for the same advertising other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates offered to advertisers who contract to purchase at least one half page in every edition of the newspaper for at least ninety (90) days, CONTRACTOR shall promptly reimburse CITY for all fees paid in excess of those required by this Agreement. In addition, CONTRACTOR shall reimburse CITY for all costs and expenses incurred by CITY in connection with such audit. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Circulation. CONTRACTOR shall, at all times during the term of this Agreement publish the Beverly Press and circulate such publication, free of charge, weekly on its regular date of publication to the areas described in its bid proposal and shown in Exhibit D. Failure to comply with this section shall be a material breach of this Agreement.

Section 20. Attorney’s Fees. In the event that CITY or CONTRACTOR commences any legal action or proceeding to enforce or interpret the provisions of this DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorney’s fees.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the _______ day of ________________, 20__, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor of the City of Beverly Hills, California
ATTEST:
__________________________ (SEAL)

HUMA AHMED
City Clerk
[Signatures continue]
DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
CONTRACTOR: MICHAEL VILLALPANDO

DBA PARK LA BREA NEWS/BEVERLY
PRESS

MICHAEL VILLALPANDO
Owner and Publisher

KAREN VILLALPANDO
Co-Publisher, Editor-in-Chief
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

HUMA AHMED
City Clerk

KEITH STERLING
Deputy City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc

EXHIBIT A

SCOPE OF SERVICES
CONTRACTOR shall, at CITY’s written request, perform the following services to the satisfaction of CITY:

Print and publish, on a non-exclusive basis, correctly and in a first-class manner in the Beverly Press, a newspaper that has been adjudicated as a newspaper of general circulation as defined in Section 6008 of the Government Code, for CITY, all legal advertising and any other notices or advertising of whatever kind or nature that may be requested in writing by an officer, board, commission or department of CITY to be printed pursuant to the terms of this bid, and furnish proof of such publication. However, nothing in this Agreement shall be construed to require CITY to place all advertisements, or any particular advertisement, with CONTRACTOR. CITY retains the right to place advertisements in any publication or medium as required by law and as it determines to be in the best interests of CITY.

If specified by CITY in writing, up to one full page of legal or display advertisements shall be inserted with best effort upfront within pages 1-10 or in the first half of the Beverly Press if the newspaper is greater than 20 pages. Exceptions include last minute advertisements in which case, placement can be based on availability of space and with the mutual agreement by CITY. Other exceptions include legal/classified ads such as full length ordinances, full length resolutions, Requests for Bids and Request for Proposals.

Unless CITY specifies a different font style and font size, CONTRACTOR shall publish CITY’s legal notices and advertising in the following font style and size:
serif= Times New Roman eight point font
san serif =Arial seven point font
CITY will not be responsible for any additional charges for CONTRACTOR’s use of larger font sizes, unless requested by CITY in writing.

CONTRACTOR shall pick up the notice/advertising copy from CITY or accept digital transmission of the copy from CITY. Written copy furnished by CITY for publication shall not be photocopied and published in "as is" condition unless expressly authorized by CITY. All such written copy shall be typeset as required in the font style and size specified above unless otherwise specified by CITY. CITY may also provide CONTRACTOR with a camera-ready copy.

CONTRACTOR shall provide a proof prior to publication for CITY to review for accuracy. Unless CITY specifies a different font style and font size, CONTRACTOR shall submit the proof of publication in the font styles and sizes listed above. All CITY advertisements shall be approved by CITY in writing prior to publishing. CONTRACTOR shall provide one affidavit of publication within two weeks of each publication.

CONTRACTOR shall contact CITY first and within 24 hours of the distribution day of the papers to offer any last minute display opportunities at a competitive rate determined by the publication.

DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
All advertisements to be published under this Agreement shall be inserted in every edition of the Beverly Press issued upon the day of publication, and not in any supplement thereof, and shall be published for the number of days directed in writing by CITY requiring such publication and no more. If the Beverly Press is published on more than one day per week, then advertisements shall be placed on the publication date requested by CITY.

CONTRACTOR's deadline for publication of notices/advertising shall be:

Tuesday at 12:00p.m. Pacific Standard Time for space reservation and Tuesday at 5:00p.m. Pacific Standard Time for materials submission for publishing on Thursday.

If at any time during the period of the Agreement, the newspaper to which the Agreement is awarded is not published and circulated regularly on its regular date of publication, CITY has the right to immediately terminate the Agreement and to recover any damages from CONTRACTOR.

In the event CONTRACTOR fails to publish an advertisement or notice, or publishes improperly, CONTRACTOR shall, at the election of CITY, republish the advertisement or notice on the next available publication date at no charge to CITY or shall not charge CITY for the improperly published advertisement.

CONTRACTOR shall be required during the term of the Agreement to deliver free of charge fifty (50) copies of each issue of the Beverly Press to CITY Hall Attn: City Clerk’s office.

INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310-285- 1073.

DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc

EXHIBIT B

SCHEDULE OF RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount set forth in CITY authorized purchase orders at the rates set forth in this Exhibit B.

LEGAL OR CLASSIFIED ADVERTISEMENT RATES
Modular Rates
Item 1 – Display advertising (Black and White)
1/4 page $197.10
1/2 page $379.50
Full page $681.30
Item 2 - Display advertising (Color)
1/4 page $261.90
1/2 page $454.20
Full page $908.40
Per Legal Square Inch/Classified Rates
Item 3 - Legal/Classified ads $4.17
For all Back Page/Classified ads the newspaper shall charge CITY the lesser of two rate calculations:
a. The Per Legal Square Inch/Classified Rate for the entire ad; or b. A combination of the modular rate plus the Per Legal Square inch/Classified rate for any remainder of the ad that exceeds the modular space page.

CONTRACTOR's rates shall not exceed the rates CONTRACTOR charges any other commercial advertiser (other than rates for advertising residential real estate) for the same advertising, in the same location, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.

For those advertisements requiring typesetting, CONTRACTOR’s rates shall not exceed the rates CONTRACTOR charges for any other advertiser for the same size advertising, in the same location, and typeset by CONTRACTOR, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc
receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED (CONTRACTOR) COMPANIES AFFORDING

COVERAGE
A.

B.

ADDRESS: C.

POLICY
NUMBER

COMPANY
(A. B. C.) COVERAGE
EXPIR.

DATE B.I.

LIMITS
P.D. AGGREGATE

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS /COMPLETED

OPERATIONS

BLANKET CONTRACTUAL

CONTRACTOR'S PROTECTIVE

PERSONAL INJURY
OTHER

EXCESS LIABILITY

WORKERS' COMPENSATION
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It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer of employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days’ written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: ____________________________________ BY: __________________________________________ Authorized Insurance Representative
AGENCY: _________________________________ TITLE: ________________________________________ _________________________________ ADDRESS:_____________________________________ DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc

EXHIBIT D

CIRCULATION AREA
[Continued on following page]
DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 B0785-0001\2824069v2.doc

CIRCULATION AREA
DocuSign Envelope ID: 87902257-DF01-417D-BE2C-109D4876F451 Certificate Of Completion
Envelope Id: 87902257DF01417DBE2C109D4876F451 Status: Sent Subject: Please DocuSign: Agreement - Beverly Press FY 23-24 Source Envelope:

Document Pages: 15 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Ramos-Vergara AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
6/21/2023 3:56:04 PM
Holder: Michelle Ramos-Vergara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.127.56.144
Signed using mobile
Sent: 6/21/2023 4:02:33 PM
Viewed: 6/21/2023 4:32:54 PM
Signed: 6/21/2023 4:33:14 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Sent: 6/21/2023 4:02:33 PM
Viewed: 6/21/2023 4:07:14 PM
Signed: 6/21/2023 4:07:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Karen Villalpando
[email protected]
Publisher
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 74.62.22.38
Sent: 6/21/2023 4:02:34 PM
Viewed: 6/21/2023 4:03:19 PM
Signed: 6/21/2023 4:03:37 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/21/2023 4:02:34 PM
Viewed: 6/21/2023 5:15:42 PM
Signed: 6/21/2023 5:15:53 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Michael Villalpando
[email protected]
Owner
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 74.62.22.38
Sent: 6/21/2023 4:02:35 PM
Viewed: 6/21/2023 4:04:41 PM
Signed: 6/21/2023 4:05:48 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/21/2023 4:02:35 PM
Viewed: 6/21/2023 5:03:28 PM
Signed: 6/21/2023 5:03:48 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/21/2023 5:15:55 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold, M.D.
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/21/2023 4:02:35 PM
Payment Events Status Timestamps