PROFESSIONAL SERVICES AGREEMENT
[Graphic Design and Printing Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on thi s _____ day of ____________, 20 22 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and JOVENVILLE, LLC, dba, WE THE CREATIVE, a California limited liability company (“Contractor”), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducem ent to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are th e subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provided such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.
Paul Sitkoff, Public Affairs and Information Manager (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.
2. Compensation and Fees.
a. Contractor's total base compensation for all services performed and materials provided under this Agreement, shall not exceed TWO HUNDRED EIGHTY-TWO THOUSAND NINE HUNDRED TWELVE DOLLARS and 45/100 ($282,912.45) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.
c. In addition to the scheduled services to be performed by the Contractor, the parties recognize that additional, unforeseen work and services may be required by City’s Project 2 Manager. In anti cipation of such contingencies, the sum of TWENTY-EIGHT THOUSAND TWO HUNDRED NINETY-ONE DOLLARS and 25/100 ($28,291.25) has been added to the total compensation of this Agreement. City’s Project Manager may approve the additional work and the actual costs incurred by the Contractor in performance of additional work or services in accordance with such amount as City’s Project Manager and the Contractor may agree upon in advance. Said additional work or services and the amount of compensation therefor, up t o the amount of the authorized contingency, must be approved by City’s Project Manager in writing .
The Contractor agrees to perform only that work or those services that are specifically requested by the City’s Project Manager. Any and all additional wor k and services performed under this Agreement shall be completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care in accordance with a cost estimate or proposal submitted to and approved by City’s Project Manager prior to the commencement of such services.
d. The total amount of compensation under this Agreement, including contingencies, shall not exceed THREE HUNDRED ELEVEN THOUSAND TWO HUNDRED THREE DOLLARS and 70/100 ($311,203.70).
e. Beginning with Contract Year 2, p rior to the commencement of each Contract Year as set forth in Exhibit “B,” which is attached hereto and incorporated herein by reference, the City Manager is hereby authorized on behalf of City to approve an increase in the compensation payable to Contractor based on a documented increase in the cost of paper used in the production of the quarterly publications for the upcoming Contract Year. Said documentation shall be sufficient to demonstrate the prior Contract Year cost of paper and the upcoming Contract Year cost of paper. The increased compensation shall not increase the total amount of base compensation under this Agreement. If such increase is approved by the City Manager, it shall be memorialized by Amendment to this Agreement.
2.1 Term and Extension
a. The Initial Term of this Agreement is approximately three (3) years (the “Initial Term”), commencing on the Effective Date and terminating on May 31 , 2025 (the “Expiration Date”); provided, however, that City has the right to extend the term of this Agreement for the following extension and upon the following terms:
The “Extension Term” shall commence June 1, 2025, and terminate on May 31, 2028, at a compensation amount to be determined by the City Manager as provided in 2.1.d, below.
b. The City Manager is hereby authorized on behalf of City to give written notice to Contractor of City’s intention to exercise the Extension (if at all) no later than thirty (30) days prior to the Expiration Date of the Initial Term; provided, however, that City’s notice of its intention to extend the term of this Agreement for each Extension shall be expressly conditioned upon and subject to the approval by the City Council, in its sole and absolute discretion, of an amount sufficient to pay the compensation set forth herein for each Extension as part of its annual budget approval process prior to the beginning of each Extension. While the parties acknowledge that City is required to give its notice of intention to extend the term of this Agreement not later than thirty (30) days prior to the Expiration Date of then -current term, it is possible that the City 3 Council’s approval of its annual budget and appropriation of funds for the Extension in question may occur thereafte r. Accordingly, if the City Council fails to approve and appropriate funds sufficient to pay the amount of compensation set forth herein for an Extension, this Agreement shall terminate and be of no further force and effect as of the expiration of the the n-current term.
Notwithstanding anything in this provision to the contrary, in the event City gives Contractor written notice exercising an Extension and City receives notice that appropriation of funds for the Extension in question are not available afte r Contractor has performed services under the Extension, City agrees that Contractor will be equitably compensated for all services performed under any portion of an Extension through the date of termination of the Agreement. Except as specifically set forth herein, the terms and conditions of the Extension Term will be the same as the Initial Term.
c. The City Manager is hereby authorized to approve and execute an amendment to this Agreement reflecting the exercise of the Extension Term and the amount of base compensation (including the amount of funds to be made available for additional work or services) payable to Contractor for the Extension Term.
d. The base compensation payable to Contractor for the first year of the Extension Ter m shall be increased to the greater of (i) two percent (2%) of the amount of compensation payable to Contractor for the Spring, Summer, Fall and Winter issues in the year prior to the Expiration Date, or (ii) the published percentage increase, if any, in t he U.S.
Department of Labor, Bureau of Labor Statistics Consumer Price Index - All Urban Consumers (Los Angeles-Riverside-Orange County, California) (the “CPI”) for the year prior to the Extension date. Compensation for the second and third years of the Extension Term shall be calculated each year and memorialized in writing by the City Manager at the commencement of each year .
Compensation payable to Contractor during the Extension Term shall be set forth in an addendum to Exhibit “B.”
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
b. All such invoices shall state the basis for the amount invoic ed, including services completed, in compliance with Exhibit “B.”
c. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price there for have been previously authorized in writing and approved by City as an 4 amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.
6. Independent Contractor . At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any n ature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.
8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprof essional work may be performed by persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion . Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work. 5 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.
12. Liquidated Damages. Contractor shall pay City, or have withheld from monies due it, as liquidated damages, the sum of One Hundred Dollars ($100.00) per day for each and every calendar day delay in finishing the work within the time specified (Exhibit A), including any written extensions which may be granted, in writing, in accordance with this Agreement.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, asses sments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity . During the performance of this Agreement, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, rel igion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
6 c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agr eement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or its subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employee s’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in an y way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph.
b. Reserved.
c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement.
d. The indemniti es set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.
7 18. Insurance.
a. Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any worker s’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ( $1,000,000) per occurrence ; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000) ; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under th is Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth below shall be maintained for the duration of the Agreement.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.
8 i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer pos sesses the aforementioned Best rating.
j. Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set -off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.
l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requir ements stated herein.
19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted accounting pr inciples, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.
9 21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay no t less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations ( www.dir.ca.gov/DLSR). Additionally, to perform work under this Agreement, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that Contractor:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
(3) Has properly maintained, and shall at all times during t he term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I -9 for each of Contractor’s employees; and
(4) Has responded, and shall at all times duri ng the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I -9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not 10 change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agree ment shall not be compensated.
24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally , by e -mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission.
“CONTRACTOR” “CITY”
We the Creative City of Orange
27132 Paseo Espada, Suite B1225 300 E. Chapman Avenue San Juan Capistrano, CA 92675 Orange, CA 92866-1591 Attn: Joven Orozco Attn.: Paul Sitkoff
Telephone: 877-887-1315 Telephone: 714-288-2590
E-Mail: [email protected] E-Mail: [email protected]
25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall cons titute one and the same 11 instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page]
12 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
JOVENVILLE, LLC, dba, WE THE CREATIVE, CITY OF ORANGE, a municipal corporation a California limited liability company
*By: By:
Printed Name: Mark A. Murphy, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Binning
Senior Assistant City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
EXHIBIT “A”
SCOPE OF SERVICES
[Beneath this sheet.]
1 CITY OF ORANGE
_____________________________________________________________ _______________________________ COMMUNITY SERVICES DEPARTMENT www.cityoforange.org PHONE: (714) 744-7274 FAX: (714) 744-7251
Our Orange Publication
(Graphic Design and Printing Services)
RFP 21-22.20
COMMUNITY SERVICES DEPARTMENT
230 E. Chapman Ave.
Orange, CA 92866
Date: November 11, 2021
The documents contained in this Request for Proposal (RFP) document are considered to be the invitation and not the full final representation of the documents needed to submit a successful response to the bid or proposal described herein.
Interested bidders should subscribe to receive bid updates and notifications via the City’s website at https://www.cityoforange.org/Bids.aspx?CatID=17 (two-step verification required), as well as emailing [email protected] to be added to the contact list for this specific bidder’s list in order to receive emailed updates of any revised/additional information and addenda.
It is the responsibility of the interested bidder to request being added to the bidder ’s list and to check the website frequently to look for any additional updates.
REQUEST TYPE: Graphic Design and Printing Services for Quarterly Publication Contact Name: Paul Sitkoff, Public Affairs and Information Manager Office #: 714-288-2590 (office)
E-Mail Address: [email protected]
[email protected]
DESCRIPTION OF REQUEST : The C ity of Orange, a Municipal Corporation, is requesting proposals from qualified contractors to provide all materials and services that will fulfill or exceed the requirements and conditions as set forth in this RFP.
Exh
ibit A
RFP 21-22.20
GENERAL PROVISIONS
1. A mandatory proposer’s meeting has been scheduled for Monday, November 29, 2021 at 1:30 p.m. at the Community Services Department Conference Room (230 E. Chapman Ave., Orange, CA 92866). No RSVP required.
2. The contractor shall carry valid insurance, which meets all City of Orange insurance requirements as outlined in Attachment 1.
3. Background/Security: All personnel e ngaged in performance of this work shall be employees of the contractor a nd as such sh all be warranted to possess su fficient experience and security records to perform this work.
4. The terms of the contract will be four-years (4), commencing May 1, 2022 and terminating April 30, 2026, beginning with the Fall 2022 issue and ending with the summer 2026 issue.
5. Proposals must be valid for a period of 120 calendar d ays from the Closing Date and Time for Receipt of Proposals. No proposal may be withdrawn after the submission date.
Exh
ibit A
RFP 21-22.20
SCOPE OF WORK
The proposer, if selected, shall provide creative design, layout, illustration, and production services as needed to produce the Quarterly Our Orange publication. Specifically, the proposer would perform one or more of the following duties:
1. Meet with Public Affairs and Information Manager and/or City designated project staff to determine the graphic needs of the publication.
2. Provide a quarterly production timeline to be approved by the City prior to the date when content for draft 1 is due.
3. Produce design, layout and graphics or illustration for Our Orange and deliver them to the City of Orange within mutually agreed upon deadlines.
4. Provide stock imagery where requested.
5. Produce necessary graphic/ layout revisions to the work identified above within set deadlines. Proof and spell check as necessary.
6. Produce the final art as required by the printer and City with necessary print instructions, including the designation or colors and materials to be used.
7. Coordinate and oversee printing of the publication.
8. Provide the “simplified mailing” delivery statistics: Current zip code counts for distribution, bundle the magazines in stacks based on carrier routes.
9. Coordinate and oversee “simplified mailing” process: bag by zip code into smaller postal zones/carrier routes and bag according to the carrier route.
10. Ensure that the mailing zip codes and delivery routes are correct before shipping.
11. Coordinate and oversee the shipping and delivery of publication to the designated Post Office.
12. Deliver the remaining copies to 230 E. Orange, Orange, CA 92866.
13. Utilize industry standard software in the production of the publication.
This scope of work may not be all inclusive and should be used as a guide by the proposer.
Suggestions for additions or deletions may be included in the proposal.
Exh
ibit A
RFP 21-22.20
PRINTING AND DELIVERY
1. PRINTING: A) Output to film, no overruns.
B) Heatset cover/heatset text.
2. SIZE: A) 8.125 x 10.25” with bleeds all around
3. INK/PAPER: A) 40 lb. Hi-Brite #80
B) 70 lb. #3 Sonoma Gloss
C) Open web text on 40# offset
D) 4 color process outside, black + 1 PMS inside (4/2) on a coated stock E) 2/2 inside pages- black & PMS
4. PRODUCTION: A) Production includes five (5) rounds of proofs and a blueline stage
5. PROOF: A) Prepare digital proofs for client review for Drafts 1-5.
B) Prepare a complete set of proofs that are trimmed and folded to create a color mockup of the entire magazine. Send to designated City project manager for approval before issue is set to the printer.
6. QUANTITY: A) 54,500 (Spring, Fall, and Winter issues) and 55,800 (Summer issue)
7. PAGES: A) 36 pages of copy plus cover and art work per brochure, 3 quarters.
B) 44 pages of copy plus cover and art work per brochure, summer quarter
C) The City may decide, at its discretion and depending on content needs, to reduce an individual issue by 4 to 8 pages. This decision will be communicated to the contractor no later than 24 hours after the release of that issue’s Draft 2.
8. BINDING: A) Saddle stitch 10.625” or 10.25” edge, trim and fold, collate and assemble.
B) Cut, fold, gather, saddle stitch along 10.25” side, trim, bundle in 50’s and turn at 25, carton office copies, bulk pack mailing copies
9. DELIVERY: A) Prepare for simplified mailing (Contractor to provide the “simplified mailing” delivery data: Current zip code counts for distribution, bundle the magazines in stacks based on carrier routes. Bag by zip code into smaller postal zones/carrier routes and bag according to the carrier route.); deliver 41,500 copies to Orange Main Post Office; balance delivers to City of Orange, 230 East Chapman Avenue
BROCHURE DESIGN/PRINT/DELIVERY TIMETABLE
Exh
ibit A
RFP 21-22.20
Sea
son Item Due Date
Fall 2022 Copy & photos supplied to graphic designer for draft 1 May 9, 2022 Printed publication delivered to Post Office August 4, 2022 Winter 2022-2023 Copy & photos supplied to graphic designer for draft 1 August 29, 2022 Printed publication delivered to Post Office November 17, 2022 Spring 2023 Copy & photos supplied to graphic designer for draft 1 November 14, 2022 Printed publication delivered to Post Office February 9, 2023 Summer 2023 Copy & photos supplied to graphic designer for draft 1 February 6, 2023 Printed publication delivered to Post Office April 27, 2023 Fall 2023 Copy & photos supplied to graphic designer for draft 1 May 8, 2023 Printed publication delivered to Post Office August 3, 2023 Winter 2023-2024 Copy & photos supplied to graphic designer for draft 1 August 28, 2023 Printed publication delivered to Post Office November 16, 2023 Spring 2024 Copy & photos supplied to graphic designer for draft 1 November 13, 2023 Printed publication delivered to Post Office February 8, 2024 Summer 2024 Copy & photos supplied to graphic designer for draft 1 February 5, 2024 Printed publication delivered to Post Office April 25, 2024 Fall 2024 Copy & photos supplied to graphic designer for draft 1 May 6, 2024 Printed publication delivered to Post Office August 1, 2024 Winter 2024-2025 Copy & photos supplied to graphic designer for draft 1 August 26, 2024 Printed publication delivered to Post Office November 14, 2024 Spring 2025 Copy & photos supplied to graphic designer for draft 1 November 12, 2024 Printed publication delivered to Post Office February 6, 2025 Summer 2025 Copy & photos supplied to graphic designer for draft 1 February 3, 2025 Printed publication delivered to Post Office April 24, 2025 Fall 2025 Copy & photos supplied to graphic designer for draft 1 May 5, 2025 Printed publication delivered to Post Office July 31, 2025 Winter 2025-2026 Copy & photos supplied to graphic designer for draft 1 August 25, 2025 Printed publication delivered to Post Office November 20, 2025 Spring 2026 Copy & photos supplied to graphic designer for draft 1 November 17, 2025 Printed publication delivered to Post Office February 5, 2026 Summer 2026 Copy & photos supplied to graphic designer for draft 1 February 2, 2026 Printed publication delivered to Post Office April 23, 2026
QUALIFICATIONS
The successful proposal shall demonstrate the following qualifications: Exh ibit A
RFP 21-22.20
1. Proposer must have a minimum of 5 years experience in producing similar publications for a public entity.
a. Submit a sample of a similar project or work that shows the quality the City of Orange might expect from the contractor. Up to two samples of prior work can be submitted for review.
b. Submit qualifications and names of key personnel and sub-contractors that may work on the publication.
2. A satisfactory performance record, including a demonstrated ability to meet deadlines and complete print products within estimated time frames.
a. Submit three current clients as references. Include contact names, description of projects, email addresses, and telephone numbers
3. Possess or have access to the necessary computer equipment to perform the work described within the RFP.
4. Include any other relevant information that would help in better understanding the company’s qualifications and experience.
5. Proposer must meet quarterly in-person with City staff to present final proof prior to printing.
SELECTION CRITERIA
Fiscal responsibility is a priority for the City; however, the evaluation of proposals will not be limited to price alone.
The successful proposal will demonstrate experience in providing services as described within this RFP. While the experience and resources of the successful contractor are important, it is critical that the proposed project supervisor for overall authority of this publication have extensive relevant experience and capability.
The following criteria shall be used in selecting the contractor ultimately chosen for this contract:
A. Contractor’s experience, qualifications, and ability to satisfy the work described within this RFP.
B. Qualifications of key personnel and experience of any sub -consultants working on these publications.
C. Demonstrated record of success by the contractor on work previously performed for the City and/or other municipalities or government agencies.
D. The contractor’s responsiveness to the overall request for information within this RFP.
Exh
ibit A
RFP 21-22.20
Based on the information submitted, the Selection Committee will make a final choice. The successful contractor will execute an agreement with the City of Orange for services as described within this RFP. An interview may be required with the top scoring contractors.
The City of Orange reserves the right to negotiate cost of work within the Request for Proposal.
The following criteria shall be applied to each submittal:
The City reserves the right to revise this RFP prior to the date the proposals are due. Revisions to the RFP will be sent to all known participants. The City reserves the right to procure or contract for work. All proposals submitted in response to this RFP become the property of the City and are public record.
The City reserves the right to delay or cancel, in part or in its entirety, this RFP including, but not limited to: selection schedule, submittal date, and submittal requirements.
All known participants shall be notified of any cancellation or revisions prior to the submittal date.
The City also reserves the right to request additional information and clarifications regarding any proposals received.
It is understood that:
1. The contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work.
2. The contractor represents that it is experienced in performing the work and will follow professional standards in performance of the work. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices.
ADDITIONAL INSTRUCTIONS:
1. The City reserves the righ t to reject at any time any or all proposals, or parts thereof, and to waive any variances, technicalities and informalities, which do not impair the quality, or execution of the events.
2. The City reserves the right to reject any contractor who they feel does not meet a qualifying work experience or satisfying references.
3. Any bidder may withdraw its proposal by written request at any time prior to the time set for the opening of proposals by contacting Paul Sitkoff at [email protected] and [email protected]. Questions must be sent to both email addresses.
4. Contractor shall not be allowed to take advantage of any errors in or omissions fr om the RFP.
Full instructions will be given if such error or omission is discovered and timely called to the attention of the City. Exh
ibit A
RFP 21-22.20
5. Nothing contained in this RFP shall create any contra ctual relationship between the c ontractor and the City. The City acce pts no financial responsibi lity for costs incurred by any c ontractor regarding this RFP.
6. All responses to this RFP accepted by the City shall become the exclusive property of the City.
Upon opening, all proposals accepted by the City shall become a matte r of public record and shall be regarded as public, with the exception of those elements of each propos al which are identified by the c ontractor as business or trade secrets and plainly marked as "trade secret", "confidential" or "proprietary". Each element of a proposal, which a contractor desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e., regarding entire pages, documents, or other non -specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If disclosure is required under the California Public Records Act or otherwise by law (despite the proposer's request for confidentiality), the City shall not in any way be liable or responsible for the disc losure of any such records or part thereof.
7. Deadline to submit questions regarding this RFP are due by Friday, December 3, 2021 at 12:00 p.m. All questions should be submitted via email to Paul Sitkoff at [email protected] and Natalie Favela at [email protected].
Do not contact any other City employee or official regarding this RFP.
8. If any contractor contemplating the submittal of a proposal in response to this RFP is in doubt as to the true meaning of any part of this RFP, they may submit a written request through e- mail for an interpretation or correction thereof, by the questions deadline. Any interpretation or correction of any part of this RFP will be made only by addendum. Copies of such addendum will be e-mailed to those persons who have signed up to receive correspondence about this RFP by emailing [email protected].
Exh
ibit A
RFP 21-22.20
PROPOSAL SUBMISSION
Proposals must be received on Thursday, December 16, 2021 by 2:00 P.M. at the City of Orange Community Services Office (230 E. Chapman Ave., Orange, CA 92866). Responses may be s ent via U.S. Mail, or delivered personally to the above address. Provide response to the above REQUEST FOR PROPOSAL and return all pages of the Request for Proposal, addendum (if applicable), and references. Please provide three copies of proposal packets (one original and two initialed copi es are acceptable). Three copies of Proposal Cost Sheet should be submitted separately in a sealed envelope.
Proposal bundle must be labelled appropriately:
Our Orange Publication (RFP 21-22.20)
(Graphic Design and Printing Services)
Attn: Paul Sitkoff
The City reserves the right to reject any and all Proposals and any item on items therein, and to waive any non-conformity of Proposals with this Request for Proposal , whether of a technical or substantive nature, as the interest of the City may require. Any submittal questions can be directed to Natalie Favela at [email protected].
TIME LINE (APPROXIMATE):
1. Mandatory Proposer’s Meeting: November 29, 2021 at 1:30 p.m.
2. Deadline for questions regarding RFP: December 3, 2021 at 12:00 p.m.
3. Proposals due: December 16, 2021 at 2:00 p.m.
4. Interview (if necessary): January 2022 (if needed)
5. Presentation to City Council: February 2022
6. Notice to Proceed: April 2022
Exh
ibit A
RFP 21-22.20
Our Orange: PROPOSAL COST FORM
Submit this form in a separate sealed envelope along with any other fees and hourly rates for consideration.
Contractor _________________________________ Date__________________
Signer (Print Name) ____________________________ Signature _____________________________
All proposers shall provide an itemized annual cost for said services:
2022 Cost of
layout
per
issue
Cost for
additional
4 page
increments
Cost for
type
setting
changes
Cost for
additional
screens
Cost for
additional
photos
Cost for
saddle
stitch
bindery
(50 per
bundle)
Cost for
Post
Office &
City Hall
delivery
per issue
Cost for
printing per
issue
Fall
and
Winter
$ $ $ $ $ $ $ $
2022 Cost of
layout
per
issue
Cost for
additional
4 page
increments
Cost for
type
setting
changes
Cost for
additional
screens
Cost for
additional
photos
Cost for
saddle
stitch
bindery
(50 per
bundle)
Cost for
Post
Office &
City Hall
delivery
per issue
Cost for
printing per
issue
Summer $ $ $ $ $ $ $ $
Fall,
Winter,
Spring
$ $ $ $ $ $ $ $
2022 Cost of
layout
per
issue
Cost for
additional
4 page
increments
Cost for
type
setting
changes
Cost for
additional
screens
Cost for
additional
photos
Cost for
saddle
stitch
bindery
(50 per
bundle)
Cost for
Post
Office &
City Hall
delivery
per issue
Cost for
printing
per issue
Summer $ $ $ $ $ $ $ $
Fall,
Winter,
Spring
$ $ $ $ $ $ $ $
2025 Cost of
layout
per
issue
Cost for
additional
4 page
increments
Cost for
type
setting
changes
Cost for
additional
screens
Cost for
additional
photos
Cost for
saddle
stitch
bindery
(50 per
bundle)
Cost for
Post
Office &
City Hall
delivery
per issue
Cost for
printing
per issue
Summer
and
Spring
$ $ $ $ $ $ $ $
Exh
ibit A
RFP 21-22.20
Attachment 1: Sample Liability Insurance
Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the contractor, his agents, representatives, employees or sub-contractors.
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 01).
2. Insurance Services Office Form Number CA 00 01 covering Automobile Liability, code 1 (any auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
Contractor shall maintain limits no less than:
1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability insurance or
other form with a general aggregate limit
is used, either the general aggregate limit
shall apply separately to th is
project/location or the general aggregate
limit shall be twice the required occurrence
limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: As required by the State of California.
4. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, it officers, officials and employees; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administra tion, and defense expenses.
Each policy of general liability and automotive liability insurance shall contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, agents and employees are to be covered as additiona l insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including mater ials, parts or equipment furnished in connection with such work or operations. General Liability coverage shall be provided in the form of an Additional Insured Endorsement, or such other form as may be acceptable to the City, to the Contractor’s insuranc e policy, or as a separate owner’s policy. Exh
ibit A
RFP 21-22.20
2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials and employees. Any insurance or self -insurance maintained by the City, its officers, officials and employees shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days’ prior written notice has been provided to the City
The Contractor shall furnish the City with original certificates of insurance and endorsements effecting coverage required by this clause. The endorsements should be on forms acceptable to City. All certificates and endorsements are to be received and approved by the City before work commences.
However, failure to do so shall not operate as a waiver of these insurance requirements. The City reserves the right to re quire complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
All insurance procured and maintained by the Contractor shall be issued by insurers admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best's Key Rating Guide.
Contractor shall immediately notify the City if any requir ed insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by the City. In such a case, the City may procure insurance or self -insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.
Contractor hereby agrees to waive subrogation, which any insurer of the Contractor may acquire from the Contractor by virtue of the payment of any loss. The Contractor agrees to obtai n any endorsement that may be necessary to effect this waiver of subrogation.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.
The Contractor shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein.
Exh
ibit A
Exhibit A
ibit A
Exh
ibit A
E
xhibit A
E
xhibit A
Exh
ibit A
Exh
ibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
Ex
hibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
Ex
hibit A
Ex
hibit A
Ex
hibit A
Ex
hibit A
Ex
hibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
E
xhibit A
EXHIBIT “B”
COMPENSATION FOR SERVICES
[Beneath this sheet.]
Contract Year Issue Total per Issue Annual Total
Fall 2022 21,994.87$
Winter 2022 21,994.87$
Spring 2023 22,830.86$
Summer 2023 24,327.52$
Fall 2023 22,830.86$
Winter 2023 22,830.86$
Spring 2024 23,533.10$
Summer 2024 25,230.79$
Fall 2024 23,533.10$
Winter 2024 23,533.10$
Spring 2025 24,263.42$
Summer 2025 26,009.10$
282,912.45$ 282,912.45$
Year 4
SubTotal
Year 1 43,989.74$
Year 2 92,820.10$
Year 3 95,830.09$
50,272.52$
10% Contingency
GRAND TOTAL
28,291.25$
311,203.70$