Sacramento City Council
May 23, 2023

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2023-00446 5/23/2023 Consent Item 2.

Contract: Official City Newspaper Advertising
File ID: 2023-00446
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or the City Manager’s designee to execute a one-year contract for official City newspaper advertising services with Metropolitan News Company, publisher of the Sacramento Bulletin, in a total amount not to exceed $45,000.

Contact: Gary O’Neill, Contracts and Compliance Specialist, (916) 808-7432, [email protected]; Dayana Reyes Zanaska, Procurement Manager, (916) 808- 5524, [email protected], Department of Finance Presenter: None.

Attachments:
1-Description/Analysis
2-Newspaper Advertising Requirements per City Code Title 3 3-Proof of Publication
4-Metropolitan News Company bid
5-Agreement No. PRC002214
Description/Analysis
Issue Detail: City Code section 3.56.260, as well as State of California Public Contract Code section 20169, requires that the City annually publish, prior to the beginning of each fiscal year, a notice to invite bids to contract for the publication of legal notices in a local newspaper of general circulation. The contract shall include the printing and publishing of all legal notices during the fiscal year. Attachment 2 provides a list of newspaper advertising requirements per City Code Title

3. The current contract for newspaper advertising services for Fiscal Year (FY) 2022/23, Agreement No.

PR001800 with the Metropolitan News Company, expires on June 30, 2023. Council is required to

File ID: 2023-00446 5/23/2023 Consent Item 2.
approve the contract for the new fiscal year that starts on July 1, 2023.

Policy Considerations: The recommendations in this report are in accordance with the provisions of City Code Chapter 3.56 regarding contracts for official advertising.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): This report concerns administrative activities and governmental fiscal activities that do not constitute a “project” as defined by the CEQA Guidelines Sections 15378(b)(2) and 15378(b)(4) and are not subject to the provisions of CEQA (CEQA Guidelines Section 15060(c)(3)).

Sustainability: Not applicable.

Commission/Committee Action: None.

Rationale for Recommendation: Bid No. B23061521006 was posted on the City’s website in the eBidding portal on March 15, 2023. Notification of the bid was sent via email to 390 registered potential vendors; seven downloaded and reviewed the bid document. Notice of the bid was also published in the Sacramento Bulletin on March 16 and 17, 2023. Refer to Attachment 3 for Proof of Publication. The bidding period closed on April 4, 2023. One bid was received.

The bid from the Metropolitan News Company was a responsive bid and is included as Attachment

4. Per City Code section 3.56.270, the newspaper to which the annual award of such advertising is made shall be known and designated as the official newspaper. The Sacramento Bulletin will be the official newspaper for FY2023/24 and all official publications made by the City shall be made in the official newspaper unless otherwise provided in the City Charter or by general law.

Financial Considerations: Services will begin on July 1, 2023, and expire on June 30, 2024. The total not-to-exceed amount for this contract is $45,000. Funding for Agreement No. PRC002214 will be included in the FY2023/24 proposed department budgets that require advertising services, provided that these budgetary resources for FY2023/24 are approved by the City Council.

Local Business Enterprise (LBE): Metropolitan News Company, Inc., is an LBE.

NEWSPAPER ADVERTISING REQUIREMENTS
PER CITY CODE TITLE 3
1 | Page
Chapter 3.56 PURCHASING OF SUPPLIES AND SERVICES
Article III . Bid Procedure

3.56.120 When advertising required
Where the cost of supplies or nonprofessional services required by the city is $250,000 or more, the city manager shall request that the city clerk call for formal bids by advertising at least once in the official newspaper of the city not less than 10 calendar days prior to the date set for receiving the bid. The city manager, when he or she deems it to be advisable, may require more than one advertising of the call for bids. (Ord. 2020-0013 § 6; Ord. 99-024 § 3; prior code §

57.03.301)
Article IV. Contracts for Official Advertising

3.56 .260 Annual contracts.

The city council shall annually let a contract for the official advertising for the city in the ensuing fiscal year. For this purpose the council shall advertise for two consecutive days, setting forth distinctly and specifically the work contemplated to be done and asking for sealed proposals therefor. The council shall award the contract(s) for such official advertising to the lowest responsible bidder publishing a daily newspaper in the city which is a newspaper of general circulation. The council may reject any or all bids if they are found to be excessive and advertise for new bids. (Prior code § 57.05.501)

3.5 6. 270 Official newspaper
The newspaper to which the annual award of such advertising is made shall be known and designated as the official newspaper. Except when otherwise provided in the Charter or by general law, all official publications made by the city shall be made in the official newspaper. (Prior code § 57.05.502) Chapt
er 3.60 CONTRACTS FOR PUBLIC PROJECTS
(there is no reference to newspaper advertising in this chapt er).

STATE OF CALIFORNIA PUBLIC CONTRACT CODE - PC C
DIVISION 2. GENERAL PROVISIONS
PART 3. CONTRACTING BY LOCAL AGENCIES [20100 - 22178]
CHAPTER 2. Bidding on Public Contracts [22000 - 22045]
ATTACHMENT 2

NEWSPAPER ADVERTISING REQUIREMENTS
PER CITY CODE TITLE 3

2 | Page

20164.

The notice inviting bids shall set a date for the opening of bids. The first publication or posting of the notice shall be at least 10 days before the date of opening the bids. Notice shall be published at least twice, not less than five days apart, in a newspaper of general circulation, printed and published in the city, or if there is none, it shall be posted in at least three public places in the city that have been designated by ordinance as the places for posting public notices. The notice shall distinctly state the project to be done. (Added by Stats. 1982, Ch. 465, Sec.

11.)
20169.

Annually before the beginning of the fiscal year, in cities where there is more than one newspaper of general circulation printed and published, the legislative body shall publish a notice inviting bids and contract for the publication of legal notices required to be published in such a newspaper. The contract shall include the printing and publishing of all such legal notices during the fiscal year.

If there is only one such newspaper, the legislative body may contract with it without advertising for bids. (Added by Stats. 1982, Ch. 465, Sec. 11.)

Chapter 3.64 CONTRACTS FOR PROFESSIONAL SERVICES
(there is no reference to newspaper advertising in this chapter).

Chapter 3.68 LEASING OF CITY-OWNED REAL PROPERTY

3.68.040 Leasing procedure – Publication of notice
An advertisement for bid shall be published at least once a week for two consecutive weeks. The published notice shall state where bid forms may be obtained, the time and place for the receiving and opening of sealed bids, and shall describe, in general terms the lease to be granted. (Ord. 2000-017 § 2(k)(ii) (Exh. C); Ord. 2000-013 § 1; prior code § 12.02.043)

Chapter 3.72 CONCESSION CONTRACTS

3.72.040 Contract procedure – Publication of notice
An advertisement for bid shall be published at least once a week for two consecutive weeks. The published notice shall state where bid forms may be obtained, the time and place for the receiving and opening of sealed bids, and

NEWSPAPER ADVERTISING REQUIREMENTS
PER CITY CODE TITLE 3

3 | Page

shall describe, in general terms, the concession to be operated. (Ord. 2000-017 § 2(k)(iii) (Exh. D); Ord. 2000-013 § 1; prior code § 12.03.063)

Chapter 3.74 FRANCHISES

3.74.100 Publication of notice
An advertisement for bid shall be published at least once a week for two consecutive weeks. The published notice shall state where bid forms may be obtained, the time and place for the receiving and opening of sealed bids, and shall describe, in general terms, the franchise to be granted. (Ord. 2000-017 § 2(j) (Exh. A))

Chapter 3.80 DISPOSITION OF SURPLUS PERSONAL PROPERTY

3.80.030 Methods of disposition
The procurement services division shall dispose of surplus property through one of the following methods:

A. Sale at Public Auction to the Highest Bidder. The notice of such auction must be given by publication in the official newspaper of the city no later than ten (10) days prior to such auction. The procurement services division shall reserve the right to reject any and all bids received for any item.

Chapter 3.88 SALE OF CITY-OWNED REAL PROPERTY

3.88.020 Notice by city council of sale.

Except as provided by Sections 3.88.090 and 3.04.010 of this title, the city council shall, by resolution, declare the intent of the city to sell real property by sealed bid. Notice of such intention, together with information regarding the property to be sold, minimum bid required, if any, the date, time and place when bids are to be received and opened, together with any other pertinent information shall be published at least one time in the official newspaper of the city not less than ten (10) days prior to the date on which bids are to be received. (Ord. 2000-017 § 2(k)(vii) (Exh. H); Ord. 2000-013 § 1; prior code § 12.07.111)

Chapter 3.96 OLD SACRAMENTO BUSINESS IMPROVEMENT AREA

3.96 .070 Modification or disestablishment of the area

NEWSPAPER ADVERTISING REQUIREMENTS
PER CITY CODE TITLE 3

4 | Page

…
The city clerk shall cause such resolution to be published at least once in the official newspaper of the city, and shall also mail a complete copy thereof, postage prepaid, to each business in the area, or, if it is proposed to enlarge the boundaries of the area, to each business in the area as it is proposed to be enlarged. Such publication and mailing shall be completed at least fifteen (15) days prior to the date of said hearing.

Chapter 3.100 FRANKLIN BOULEVARD BUSINESS IMPROVEMENT
AREA

3.100.070 Modification or disestablishment of the area
…
The city clerk shall cause such resolution to be published at least once in the official newspaper of the city, and shall also mail a complete copy thereof, postage prepaid, to each business in the area, or, if it is proposed to enlarge the boundaries of the area, to each business in the area as it is proposed to be enlarged. Such publication and mailing shall be completed at least fifteen (15) days prior to the date of said hearing.

Chapter 3.104 DOWNTOWN PLAZA BUSINESS IMPROVEMENT
AREA

3.104.070 Modification or disestablishment of the area
…
The city clerk shall cause such resolution to be published at least once in the official newspaper of the city, and shall also mail a complete copy thereof, postage prepaid, to each business in the area, or, if it is proposed to enlarge the boundaries of the area, to each business in the area as it is proposed to be enlarged. Such publication and mailing shall be completed at least fifteen (15) days prior to the date of said hearing.

Chapter 3.106 SUTTER BUSINESS IMPROVEMENT AREA
(there is no reference to newspaper advertising in this chapter).

NEWSPAPER ADVERTISING REQUIREMENTS
PER CITY CODE TITLE 3

5 | Page

Chapter 3.108 DEL PASO BUSINESS IMPROVEMENT AREA

3.108.070 Modification or disestablishment of the area
…
The city clerk shall cause such resolution to be published at least once in the official newspaper of the city, and shall also mail a complete copy thereof, postage prepaid, to each business in the area, or, if it is proposed to enlarge the boundaries of the area, to each business in the area as it is proposed to be enlarged. Such publication and mailing shall be completed at least fifteen (15) days prior to the date of said hearing.

Chapter 3.112 STOCKTON BOULEVARD BUSINESS IMPROVEMENT
AREA

3.112.070 Modification or disestablishment of the area
…
The city clerk shall cause such resolution to be published at least once in the official newspaper of the city, and shall also mail a complete copy thereof, postage prepaid, to each business in the area, or, if it is proposed to enlarge the boundaries of the area, to each business in the area as it is proposed to be enlarged. Such publication and mailing shall be completed at least fifteen (15) days prior to the date of said hearing.

Chapter 3.128 MAINTENANCE BENEFIT AREAS
Article VI Dissolution of Maintenance Benefit Area

3.128.390 Time for hearing
The time for such hearing shall not be less than thirty (30) days nor more than sixty (60) days after the date of the adoption of such resolution, or filing of the petition, and the city clerk shall, at least fifteen (15) days prior to the time so fixed, publish notice of said hearing in the official newspaper of the city. (Prior code § 55.06.602)

Finance Department / Procurement Division, 3/8/2021

PROOF OF PUBLICATION

STATE OF CALIFORNIA

COUNTY OF SACRAMENTO

GARY O'NEILL

CITY OF SACRAMENTO

PROCUREMENT SVCS DIVISION
915 I STREET 2ND FL
SACRAMENTO CA 95814-2604

NOTICE INVITING BIDS
HEARING/CLOSE/SALE DATE: 04/06/23
The undersigned says:

I am over the age of 18 years and a citizen of the United States. I am not a party to and have no interest in this matter. I am a principal clerk of the SACRAMENTO
BULLETIN*, a newspaper of general circulation in the
City of Sacramento, Sacramento Public Notice District,
the County of Sacramento, and the State of California, as adjudicated in Sacramento Superior Court Case No.
00SC01155. The notice, a printed copy of which appears
hereon, was published on the following date(s): Mar 16,17, 2023
I declare under penalty of peijury that the foregoing is true and correct. Executed at Los Angeles, California on 03/17/23.
gnaikresi^a
Sacramento Bulletin
530 Bercut Dr
Ste E
Sacramento Ca 95814
Phone: 916-445-6825
Fax: 916-443-5871
The City of Sacramento is soliciting
sealed bids for the procurement of
Official Cito Newspaper Advertising
services, the desired Contractor shali
serve as the official newspaper for publi
cation of legal notices as required by City
Code. This is a one-year contract for the
period of July 1, 2023, through June 30,
2024.

The Invitation for Bids and Contract Speci
fications document for bid number
B23061521006 is available for download
I the Ot/s bid portal:
i-plwetb"'
Bids must befiiliy uploaded to the City's bid
portal prior to the txd deadline of 3 rM on
Thursday, April 6,2023.

CNOg^SO? P068268 Mar 16.17. 2023
llllllllinillllllllllllllllllllllllllll
Cust. Num.: 018850
Cust. Ref. Num.: P068268
Control Num.: 994897

ATTACHMENT 3

CITY OF SACRAMENTO

PROCUREMENT DIVISION, FINANCE
Bid Number: B23061521006

INVITATION FORBID
And
Contract Specifications Nonprofessional Services
FOR: Official Citv Newspaper Advertising
Bids Must Be Received Priorto 3:00 P.M. on Thursdav. April 6. 2023 Bids Must Be Uploaded To:
https://pbsvstenn.planetbids.eom/portal/1530Q/bo/bo-detail/90643 Pre-BId Conference: None
NAME AND ADDRESS OF BIDDER SUBMITTING THIS BID:
(Bidder to complete the following Information)
Name of Bidder: Metropolitan News Company, DBA Sacramento Bulletin Address: 530 Bercut Dr., Ste. H
City, State, Zip Code: Sacramento, CA 95814
Phone Number:S00-244-4638, 916-445-6825
Email Address: [email protected]
Revision (Procurement) (1-5-2015)
ATTACHMENT 4
BID NO. B23061521006

CITY OF SACRAMENTO
Bid No. B23061521006

TABLE OF CONTENTS
(Formal - Services)
Document Title Page No.

Electronic Bid Document(s) Avaiiabiiity 3
Bid Attachments 3
SECTION 1 - REQUIREMENTS
A. Bid Instructions and Requirements 5

SECTION II - CONTRACT DOCUMENTS
A. Special Provisions 12
B. Technical Specifications 15

SECTION III - BIDDER RESPONSE DOCUMENTS
A. Items Requiring Bidder Response 17
B. Pricing Scheduie 19
C. Bid Signature Page 21

BID NO. 823061521006
Electronic Bid Documentfs) Availability

1. Official Electronic copies of this bid document can be obtained only from the City of Sacramento's official web bidpage. https://pbsystem.planetbids.eom/portal/15300/bo/bo-detail/90643

2. Any additional information (Addenda, Q&A, etc.) pertaining to this bid will also be found at the above official link.

3. Bid information obtained from third party sources will not be considered official and will not fulfill a bidder's responsibility for all official bid information as posted on our official site at the link above.

Documents obtained from such sources may be incomplete, resulting in responses that are rejected as incomplete and non-responsive.

Bid Attachments
Attachment 1 - Newspaper Advertising Requirements per City Code Title 3 (3.8.21)

BID NO. B23061521006

SECTION I

REQUIREMENTS

BID NO. B23061521006

SECTION I - REQUIREMENTS
A. BID INSTRUCTIONS AND REQUIREMENTS
No Bid Is in Legal Form Unless the Following Instructions Are Fully Complied With:

1. VENDORS ARE REQUIRED TO UPLOAD AN ORIGINAL BID, INCLUDING ALL REQUIRED ATTACHMENTS

SUCH AS BROCHURES AND CATALOGS, AS DIRECTED IN THIS BID PRIOR TO THE DATE AND TIME SPECIFIED ON THE COVER SHEET. FAILURE TO DO SO MAY CAUSE YOUR BID TO BE REJECTED.

2. Bid Forms. Bid must be submitted on this form:
a) To obtain an electronic version of this bid go to Procurement's website at htlps://pbsvstcm.planetbids.com/Dortal/15300/bo/bo-dctail/90643 b) Bid results will be posted as soon as practical after the deadline for submission of bids. c) All bids shall be clearly and distinctly written without erasure or modification, and properly signed by an authorized party, who shall indicate the capacity in which the signature is executed.

3. Alternate Bids. Alternate bids are invalid unless invited and covered by the specifications. Please note, all submissions are subject to rejection when unsolicited alternate bids are submitted.

4. Bid Security. Bid Security is: [ ] Required [X] Not Required

5. Interest in More Than One Bid. No bidder shall be interested in more than one bid {submit more than one b id for this solicitation), as provided by City Code Section 3.56.130(D). All bids by the same principal will be rejected.

6. City's Rights. City reserves the right to take any of the following actions in its absolute discretion:

1. The right to award in whole or in part.

2. The right to reject a tnd orall bids is reserved by the City.

3. The right to increase or decrease the quantities listed.

4. The right to issue subsequent Invitation For Bids (IFB).

5. The right to approve or disapprove the use of subcontractors and/or suppliers.

6. The City reserves the right to waive any informalities or minor irregularities, as determined in its sole discretion, in connection with bids received.

7. The right to make multiple awards to provide alternate sources to ensure continuity of services.

8. The right to accept a bidder's signed offer and issue a purchase order directly to the bidder based on the IFB.

7. City Code. All provisions of Chapter 3.56 of the City Code are applicable to any bid submitted or contract awarded.

8. Equipment. Not applicable to this bid.

9. Brand Name or Equivalent. Not applicable to this bid.

10. Samples. Not applicable to this bid.

It. Faithful Performance Bond. A faithful performance bond is: [ x ] Not Required [] Required If required, the successful bidder must submit a performance bond in a form approved by the City Attorney, in the amount of N/A .

12. Payment Discounts. Payment discounts offered for payment in less than twenty (20) days will not be considered as a basis of award. Any payment discount offered by the successful bidder will be accepted by the City of Sacramento,

BID NO. B23061521006
whether it was considered as a basis of award. For purposes of award, The City assumes that all invoices are paid within the discount terms (all discounts are taken).

13. Local Business Sales or Use Tax. The lowest responsible bidder shall be determined after the amount of local sales or use tax that would be received by the City is deducted. The current rate at which such local sales or use tax is received by the City is one percent (1%). Therefore, in evaluating bids to determine the lowest responsible bidder, bids that are subject to this tax at the time of opening shall have an amount equal to one percent (1 %) of the taxable total deducted from the bids. This deduction shall be in addition to the application of any price preferences or other deductions authorized by the City Code. Such deductions shall be made for bid evaluation purposes only. Contract awards shall reflect the actual prices submitted.

If this IFB is for Goods and Services, Respondents must identity all taxable materials on a separate line item(s) from services to receive this price preference.

14. Mandatory Pre-Bid Conference. Not applicable to this bid.

15. Bid Inquiries "Questions". Questions regarding this bid should submitted to:

The City's Bid Center ("PlanetBids") Q&A tab for this bid.

These inquiries must be received prior to 5 PM on Wednesday, February 23,2022.

Answers will be posted to the City's Bid Center Q&A tab or in the form of a written addendum to this IFB. If an addendum is issued, the receipt of such an addendum must be acknowledged in accordance with the directions on the addendum. Oral explanations or instructions given before the award of the contract will not be binding. Any contacts made with other City staff to circumvent, interfere, or influence the City's standard bidding and evaluation practices may be grounds for disqualification of the bidder.

16. Bid Evaluation. In determining the amount bid by each bidder, the City shall disregard mathematical errors in addition, subtraction, multiplication, and division that appear obvious on the face of the Bid. When such a mathematical error appears on the face of the Bid, the City shall have the right to correct such error and to compute the total amount bid by the bidder based on the corrected figure or figures.

When an item price is required, and it is inconsistent with the extended price listed for the total quantity requested (item price times estimated quantity needed), the item price shall prevail over the extended price for the item unless, in the sole discretion of the City, such a procedure would be inconsistent with the intent of the bid process. The total paid for each such item of work shall be based upon the item price and not the total extended price.

Should the Bid contain only a total extended price for the item and the item price is omitted, the City shall determine the item price by dividing the total extended price by the estimated quantity needed, as listed in this IFB. if the Bid contains neither the item price nor the total price for the item, then it shall be deemed incomplete, and the Bid shall be disregarded.

If prospective bidders are bidding an item "or equal," the bidders shall list the manufacturer's name and product number of the item offered in the space provided. If such information is not provided, it will be assumed that the bidder is offering the exact item specified. The City's decision as to whether an item is an equal to the item specified shall be final.

17. Determination of Lowest Responsible Bidder. Sacramento City Code '3.56.020 provides that the lowest responsible bidder shall be determined as follows:
a. In determining whether a bidder is responsible, consideration shall be given to: (i) the quality and performance of the supplies to be provided by the bidder; (ii) the ability, capacity and skill of the bidder to perform the contract or effectuate the transaction; (ill) the ability of the bidder to perform the contract or effectuate the transaction within the time specified, without delay; (iv) the character, integrity, reputation, judgment, experience and efficiency of the bidder; (v) the quality of the bidder's performance on previous purchases by, or contracts with, the City; (vi) the ability of the bidder to provide future maintenance, repair parts and services for the supplies provided.

BID NO. 823061521006
b. Based on the information provided in the bids, the City Council, or the City Manager shall identify those b ids that are subject at the time of bid opening to the City's local sales or use tax under the provisions of Part 1. 5 of Division 2 of the California Revenue and Taxation Code and Chapter 3.24 of the City Code. The lo west responsive, responsible bidder shall be determined after the amount of local sales or use tax that would be received by the City is deducted from such bids. This deduction shall be in addition to the application of any bid price preferences authorized by subsection c, below. c. The City Council may by resolution, from time to time, adopt programs or procedures for providing bid price preferences, including but not limited to, preferences to promote the participation and utilization of local business enterprises, energy conservation and sustainability in the City's contracting for supplies and nonprofessional services. The lowest responsible bidder shall be the responsible bidder whose bid price is the lowest after all bid prices are calculated to include any such preferences. The calculation of such preferences shall be in addition to any deduction of sales or use tax required by subsection b, above.

18. Pre-Award Conference. The apparent lowest responsible bidder may be required to attend a pre-award conference at a mutually acceptable time at which requirements of the Contract will be reviewed. At that time, samples of forms, reports etc., will be submitted by the Contractor for final approval.

19. Award by Item or Group. The City reserves the right to increase or decrease quantities listed, make separate awards f or any item, line-item, or category/group of items to the lowest responsible bidders for such Items or category/groups of items.

20. Multiple Awards. The City reserves the right to make multiple awards to provide for multiple sources, to ensure continuity of supply If meeting the City's requirements within an acceptable time may exceed the capacity or capability of the primary contractor.

21. Contract Award. Within ninety (90) days after bid opening, a contract will be awarded by the City to the lowest responsible bidder(s), subject to the right of the City to reject all bids or waive informalities or minor irregularities, as itmay deem proper. The time for awarding a contract may be extended in the sole discretion of the City, if required to evaluate bids or for such other purposes as the City may determine, unless the Bidder objects to such extension inwriting with its Bid. The City may accept a Bid offer by issuance of a Notice of Award Letter, Contract and /or a purchase order notifying Bidder of award at any time on or before the 90'^ day following the day of Bid opening.

22. Non-Professional Services Agreement over $25,000. The bidder(s) recommended for award will be required to sign a Non-Professional Services Agreement. A copy of the agreement can be found at the following web address:
httD:UDortal.citvofsacramento.oralFinance/ProcurementlStandard-Aareements Bidders are responsible for reading and understanding all the requirements of the agreement prior to submitting their bid. Questions about any portion of the agreement shall be submitted in the manner specified in this bid.

In addition, the resulting contract may be subject to three City ordinances referenced in the agreement. These ordinances shall be reviewed at the following web addresses. 22A. Living Wage Requirements for Non-Professional Service Agreements:
http://www.citvofsacramento.orq/Financ0/Procurement/Contract-Ordinances 228. Requirements of the Non-Discrimination in Employee Benefits Code ("EBO"):
http://www.citvofsacramento.orq/Finance/Procurement/Contract-Ordinances 220. Ban-the-Box Requirements:
http://www.citvofsacramento.orq/Finance/Procurement/Contract-Ordinances

23. Emergency/Declared Disaster Requirements. In the event of an emergency or if a City facility is declared a disaster area by the county, state or federal government, the contract resulting from this IFB may be subjected to unusual usage. The selected bidder shall provide service to the City during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions. If the consultant/vendor/supplier is unable to supply the goods/services under the terms of the contract because of a

BID NO. B23061521006
disruption in its chain of supply or service, then the consultant/vendor/supplier shall provide proof of such disruption which may include, but not be limited to a copy of a letter from the source of supply or service stating reason for the disruption. Additional profit margin because of supplying goods/services during an emergency or a declared disaster shall not be permitted.

24. All bids must show the full name of the firm bidding and must be on forms furnished by the City of Sacramento Procurement Division. All responses must be written in ink, printed on a typewriter, or computer generated.

Responses made in pencil will not be considered.

25. Submission of Bids.

Bids must be uploaded to https://pbsvstem.planetbids.eom/portal/15300/bo/bo-detall/90643 prior to the deadline.

Bids may ne revised or withdrawn up to the deadline.

26. Bid Protest. Bid protests must be filled and maintained in accordance with the provisions of Sections 3.60.460 through 3.60.560 of the Sacramento City Code. Bid protests that do not comply with Sections 3.60.460 through

3.60.560 of the Sacramento City Code shall be invalid and shall not be considered. A bid protest fee of $750.00 is required at the time of filing to be considered valid in accordance with City of Sacramento Resolution No. 2003-231 dated April 29, 2003. As used herein, the term "bid protest" includes any bid protest that (1) claims that one or more bidders on this contract should be disqualified or rejected for any reason, or (2) contests a City staff recommendation to award this contract to a particular bidder, or (3) contests a City staff recommendation to disqualify or reject one or more bidders on this contract. Sections 3.60.460 - 3.60.560 of the Sacramento City Code are available at:
http://www.Qcode.us/codes/sacramento/

27. Business Operations Tax Certificate. Sacramento City Code requires that any person or firm conducting business within or with the City of Sacramento obtain a Business Operations Tax Certificate and pay the applicable tax if necessary. Successful Respondent(s) must meet this requirement prior to Award of the Contract.

To obtain information about the Business Operations Tax Certificate, email [email protected] or via telephone (916) 808-8500 weekdays, 9 am to 1:00 pm.

28. Licenses and Permits. By providing a Submission in response to this Solicitation, the Respondent represents and warrants that it has all licenses, permits, qualifications, and approvals required for the Respondent to furnish the Goods and/or Services required by the City. If the Respondent is an out-of-state entity, the Respondent represents and warranties that it possesses a valid certificate to transact business in the State of California issued by the California Secretary of State.

29. Local Business Enterprise (LBE) Participation Requirements (City Contracts jno Federal Funds Used I. LBE PARTICIPATION REQUIREMENT
On April 3, 2012, the Sacramento City Council adopted a Local Business Enterprise (LBE) Preference Program to provide enhanced opportunities for the participation of local business enterprises (LBEs) in the City's contracting and procurement activities. On November 19, 2013, the City Council increased the LBE preference percentage and authorized City departments to require a minimum 5% LBE participation level in public project and professional service contracts. On December 17, 2013, the City Council amended the City Code to allow City departments to require a minimum 5% LBE participation level in supply and nonprofesslonal service contracts. Under City Co de section 3.60.270, when the specifications or request for proposals or bids for a City contract establish a minimum participation level for LBEs, no proposer or bidder on the contract shall be considered responsive unless its proposal or bid meets the minimum LBE participation level required by the specifications or request for proposals or bids.

The City has established a minimum 5% participation level for LBEs on this contract. Under City Co de section

3.60.270, no proposer or bidder shall be considered a responsive proposer or bidder unless its proposal or bid meets this minimum LBE participation level.

Bidder and any other business entity listed on the LBE forms submitted shall comply with all applicable laws relating to licensing, permitting, and payment of taxes and fees in the City of Sacramento or County of Sacramento; and shall not be in arrears to the City of Sacramento or County of Sacramento, upon award of a contract.

BID NO. B23061521006
II. LBE QUALIFICATION
A. An LBE designated in the proposal or bid must be qualified as a LBE prior to the time set for submission of proposals or bids.

B. Local Business Enterprise means a business enterprise, including but not limited to, a sole proprietorship, partnership. Limited Liability Company, corporation, or other business entity that has a legitimate business presence in the City or unincorporated county of Sacramento. Proof of legitimate business presence in the City or unincorporated county of Sacramento shall include;

1. Having a current City of Sacramento Business Operation Tax or County of Sacramento Business License for at least twelve (12) consecutive months prior to submission of the proposal or bid; and

2. Having either of the following types of offices or workspace operating legally within the City or unincorporated county of Sacramento for at least twelve (12) consecutive months prior to submission of the proposal or bid:
a. The LBE's principal business office or workspace; or b. The LBE's regional, branch or satellite office with at least one full time employee located In the City or unincorporated county of Sacramento.

C. An LBE must provide a physical address for the basis of location. This excludes P.O. Box addresses.

D. An LBE must provide a current copy of the City of Sacramento Business Operations Tax Certificate or County of Sacramento Business License.

III. DETERMINATION OF LBE PARTICIPATION LEVEL
A. Professional and nonprofessional service agreements of $250,000 or more will be subject to a minimum 5% LBE participation requirement.

B. To receive credit for the 5% minimum participation requirement, the Contractor must either (a) be an LBE, or (b) subcontract with a business entity that Is a qualified LBE.

IV. LBE REQUIREMENTS OF SUCCESSFUL PROPOSAL
A. LBE RECORDS - The Contractor shall maintain records of all agreements with verified LBE subconsultants or subcontractors for one (1) year after receiving final payment from the City. Such records shall show the name and business address of each LBE subconsultant or subcontractor and the total dollar amount actually paid each LBE subconsultant or subcontractor. Up on completion of the agreement, a summary of these records shall be prepared, certified correct by the Contractor's authorized representative, and furnished to the City. The Contractor shall provide such other information, records, reports, certifications, or other documents as may be required by City, to determine compliance with any provision of the LBE program or these requirements.

B. REPORTING REQUIREMENTS AND SANCTIONS - Failure to provide specific information, records, reports, qualifications, or any other documents required for compliance with these requirements shall be considered noncompliance with the agreement. If the Contractor fails to correct a deficiency within fifteen (15) days after notification, a deduction may be made from the agreement amount. The deduction shall be ten (10) percent of the estimated value of the services performed during the month, not to be less than $1,000 nor exceed $10,000.

C. PERFORMANCE OF LBE SUBCONSULTANTS - The LBEs listed as subconsultants or subcontractors by the Contractor shall perform the work or sen/Ices for which they are listed unless the Contractor has received prior written authorization from the City to perform the work or services in another manner. If the City approves the substitution of a LBE listed as a subconsultant or subcontractor by the Contract or, the Contractor will be required to make good faith efforts to replace the original LBE subconsultant or subcontractor with another qualified LBE subconsultant or subcontractor.

BID NO. B23061521006
V. DEFINITIONS
A. Local Business Enterprise (LBE)
Local Business Enterprise (LBE): A business enterprise, Including but not limited to, a sole proprietorship, partnership, limited liability company, corporation, or any other business entity that has a legitimate business presence in the City of Sacramento or unincorporated county of Sacramento.

B. Contractor
The successful proposer or bidder who is awarded the professional service or nonprofessional service agreement by the City.

0. Subconsultant
The individual, partnership, corporation, firm, or other entity entering Into a contract or agreement with the Contractor to perform a portion of the work or services under the professional service agreement.

D. Subcontractor
The Individual, partnership, corporation, firm, or other entity entering into a contract or agreement with the Contractor to perform a portion of the work or services under the nonprofessional service agreement.

30. Submission Authority. By providing a Submission in response to this Solicitation, the bidder certifies that the only persons or parties interested in its submission as principals are those named herein; that its bid is made without collusion with any other individual, firm, or corporation; that it has examined all the Contract Documents and proposes and agrees that if its Submission is accepted, the Respondent will execute the Contract Documents without amendment and fully perform the Contract; that the Respondent shall fumlsh all Goods and/or perform all Sen/ices specified in the Contract Documents, in the manner and time prescribed, and according to the requirements set forth therein; and that the Respondent shall accept the prices set forth in the Respondent's attached Pricing Schedule.

SUBJECT TO PARAGRAPH 7 ABOVE, THE CITY CANNOT ACCEPT A
BID FAILING TO COMPLY WITH ANY OF THE ABOVE REQUIREMENTS.

BID NO. 823061521006

SECTION II

CONTRACT DOCUMENTS

BID NO. B23061521006

SECTION II - CONTRACT DOCUMENTS
The bidder(s) recommended for this award will be required to sign a Non-Professional Services Agreement. A copy of the agreement can be found at the following web address:
http:llDorta!.citvofsacramento.orQlFinancelProcurementlStandard-Actreements In addition to the terms set forth in the Non-Professional Services Agreement, the following terms will be included in the Contract.

A. SPECIAL PROVISIONS

1. Period of Performance. Any contract{s) resulting from this solicitation will be awarded with a base period beginning from 7/1/2023 through 6/30/2024. If the solicitation results in a new contractor being awarded, the contract may begin prior to 7/1/2023 to allow for training and changeover activities and may overlap with the current contract. Bid advertisements will continue to be posted with the current contractor until the contract expires on 6/30/2023.

2. Invoices. The invoice shall include the following information, at a minimum:
(1) Contract Name
(2) Description of services billed under this invoice.
(3) Date of Invoice Issuance
(4) Invoice Number
(5) CITY'S Purchase Order Number
(6) Amount of this Invoice
(7) All invoices should be sent to: [email protected] (8) An exception for consolidated invoices Is stated in the Technical Specifications section, Item 11.

3. Billing Disputes. Billing disputes will be addressed on an individual job by job basis. The burden of proof of an incorrect billing shall be on the Contractor. Upon presentation and verification of the information provided by the contractor, the City will review all records and make a final determination and present its finding to the Contractor.

4. Payment Terms. Payment terms are net 30 unless Contractor offers a prompt payment discount. All prompt payment discounts if taken shall be computed from the date of delivery or completion and acceptance of material, or from date of receipt of invoice, whichever is latest. Invoices must be submitted as specified at the time of shipping authorization. Partial payments may be made by the City on delivery and acceptance of goods and on receipt of Contractor's invoice.

5. Purchase Order. A Purchase Order will be issued to the Contractor on behalf of the City department or division ordering items/services covered in the contract. The Purchase Order will be enclosed with the resulting contract or will be issued shortly thereafter and will become of the contract. Each Purchase Order will cite a specific dollar value to cover a particular item or specified period. If a contract is for a specific period and extends beyond the close of the City's fiscal year of June 30th a second purchase order may be issued.

A. The Purchase Order does not supersede any provision of the contract. Performance time and dates are determined solely by the contract.

B. Delivery of material and/or services are n^ to begin until receipt of the Purchase Order and/or other notification by the City.

BID NO. 823061521006

6. Cooperative Purchasing. The use of any resulting contract may be extended to other government agencies and to other departments or divisions within the City of Sacramento. It shali be understood that all terms and conditions as specified herein shali apply. The City of Sacramento will not be an agent, partner or representative of any other government agency purchasing through its Contract and is not obligated or liable for such purchases, including, but not limited to, payment for any order placed by any other government agency.

7. Additional Services. Those services not specifically named in the Pricing Schedule shall be negotiated on an individual basis.

8. Subcontracts and Assignments. No portion of the work or services, except for the purchase of necessary goods and materials, to be supplied hereunder (including the use of consultants) may be subcontracted in whole or in part, nor assigned by the contractor, nor may assignment of any money due or to become due the contractor under this contract be made without the prior written consent of the City.

Where authorized by the City, the contractor shali select all subcontractors and suppliers on a competitive basis to the maximum practicable extent consistent with the objectives and requirements of the contract.

9. Pricing. Prices are maximum for the term of the contract. In the event of a price decline, the benefit of such lower prices shali be immediately extended to the City.

10. Notification of Material Changes In Business. Contractor agrees that if experiences any material changes in its business including without limitation, a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, loss of key personnel, etc., it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition which may jeopardize the scheduled delivery or fulfillment of Contractor's contractual obligations to the City.

11. Confidentiality of Information. Contractor shall take all precautions necessary and appropriate to assure the confidentially of City's record information. Contractor shall limit access to City's records only to contractor's authorized employees, except when they are authorized by the City, contractor shali not reproduce any of the City's records. The City shall have the right to review Contractor's procedures for handling City records and may make such inspections as it deems necessary to assure that Contractor is adequately safe-guarding City's record information.

Contractor acknowledges that while providing services that they will have access to, and/or will be in possession of, confidential information of the City. Confidential information is defined as all information released to the Contractor for the purpose of having the Contractor perform the contracted for services.

The Contractor shall secure the City's confidential records in a manner to ensure that the information remains confidential. Contractor shall have access to the City's confidential information for the purposes of performing the contracted services.

12. Termination for Unsatisfactory Performance. Whenever, in the opinion of the Procurement Services Manager, the Contractor's performance is not satisfactory, the Contractor shall be advised of the reasons, if the Contractor fails to correct the unsatisfactory conditions within 5 days, the Procurement Services Manager may declare this contract terminated upon 30 days written notice and contract with another Contractor. The City shall have no obligation to give more than two notices of unsatisfactory performance in any calendar year. In the event two such notices of unsatisfactory performance are given in any calendar year, and if Contractor(s) shall again fail to satisfactorily perform services pursuant to this contract. City may thereupon terminate this contract immediately, in the event of termination hereunder, the Contractor and/or surety will be liable and assessed for ail costs f or the re- procurement of the contract services.

BID NO. B23061521006

13. Inspection of Facilities. The City may require an inspection tour of Contractor's facilities at the location where the work on this contract will be accomplished.

14. Modification of Contract. The City may order changes in the work herein required and may order extra work in connection with the performance of the contract and the Contractor may comply with such orders, except that:

A. If changes in requirements, reports, or materials are of such a nature as to increase or decrease the cost of any part of the work, the price fixed in the contract will be increased or decreased by such amount as the Contractor and the Procurement Services Manager may agree upon as the reasonable and proper allowance for the increase or decrease in the cost of work.

B. No order for any alteration, modification, or extra work which will increase or decrease the cost of the work shall be valid unless the resulting increase or decrease in price shall have been agreed upon in writing and approved by the Procurement Services Manager. No oral statement of any person whomsoever shall in any manner or degree modify or otherwise affect the terms of this contract, including the requirements of the specifications.

15. Environmentally Preferable Procurement
The City has adopted a "Sustainable Procurement Policy (SPP) and program. The goal is to encourage the procurement of products and services that help minimize environmental impact resulting from use and disposal of these products. Contractors are encouraged to offer Energy Star, Green Seal, EcoLogo, EPEAT, or products that meet FEMP (Federal Energy Management Program) standards for energy consumption. City also encourages contractors to offer products that are produced with recycled materials, where appropriate, unless otherwise requested in this IFB.

Contractors will offer products that have minimal virgin materials and maximum use of recycled products. Contractor must work with the City to attain these goals.

Notwithstanding the above, the Contractor agrees to supply the City of Sacramento with environmentally preferable and effective products in compliance with the specifications in this solicitation and provide services that help minimize environmental impact resulting from use and disposal of products specified in this bid.

The Contractor further agrees that its products specified in this bid do not contain any items, ingredients or components prohibited under the City's SPP Policy.

The City may terminate this contract or take other appropriate actions if the contractor fails to comply or provide adequate supporting documentation to substantiate compliance with the City's SP Policy and requirements specified in the bid.

The City's SPP Policy is available online at:
http://portal.citvofsacramento.orQ/Finance/Procurement/Sustainabilitv-Options or by contacting the Procurement Services Division at (916) 808-6240.

16. Taxpayer Identification Certification. Contractor shall file a current version of the Department of the Treasury Internal Revenue Service Form W-9 with the City.

17. California Income Tax Withholding Status. Contractor shall certify its California income tax withholding status by filing a current version California Form 590 "Withholding Exemption Certificate" or California Form 587 "Nonresident Withholding Allocation Worksheet" with the City.

BID NO. B23061521006
SECTION 11 - CONTRACT DOCUMENTS
B. TECHNICAL SPECIFICATIONS / OTHER REQUIREMENTS

1. Purpose. The purpose of this bid is to establish a contract for official advertising for the City of Sacramento in accordance with Chapter 3.56, Section 3.56.260, of the Sacramento City Code.

2. Designation. During the period of this contract, the newspaper shall be known and designated as the "Official Newspaper of the City of Sacramento" (Sacramento City Code Chapter 3.56, Section 3.56.270).

3. Types of Advertising. The printing/publishing to be done hereunder will consist of printing and publishing all ordinances, resolutions, notices, regulations, and advertisements of whatever kind or nature that may be required by an agent of the City of Sacramento.

4. Size of Type. The body and captions of each advertisement shall be converted by the vendor, to the vendor's typeface specification normally used for such advertisements, and the font size shall be reduced, in a similar manner, by the vendor, to a readable size. Vendor may request, but shall not require, City of Sacramento staff to submit advertisement copy via a vendor-provided template.

5. Submission of Publication Material. All material for publication will be transmitted to the vendor by the City of Sacramento, via an on-line placement program or system (i.e., web portal) or as an attachment to an email message. City will submit all material to the vendor on a given business day to be published on a guaranteed basis in accordance with the deadline and rate information submitted via the pricing schedule of this solicitation.

6. Proof of Publication. The vendor is required to deliver an electronic confirmation of publication for each advertisement to the City's representative ordering the publication, after each publication. The Proof of Publication must be clear, complete and include an actual reproduction of what was published.

The Proof of Publication must also certify the actual date of publication. This information must be offered automatically available (on a continuing basis) to city staff via online (vendor web portal) access.

7. Order and Invoice information. All previous and current orders and invoices (plus their status) must be offered automatically (and continuously) available to city staff via the vendor's online portal.

8. Non-Publishing Dates. Vendor shall provide, in advance, as part of this solicitation, a list of expected non-publishing dates, excluding weekends. Vendor shall Inform city staff (via e-mail, through the online portal, or preferably both) of any changes to their publishing schedule with at ieast two weeks prior notice.

9. Updates. Vendor shall be responsible for providing updates (with at least two weeks prior notice) to city staff (via e-mail, the web portal, or preferably, both) of any changes to procedure required for proper submittal of advertising copy or use / availability of the online vendor portal.

10. Purchase Orders. All City departments placing advertisements under this contract shall issue purchase orders prior to placing advertisements.

11. Invoices. Monthly consolidated invoices may be provided as an alternative to individual invoices.

Monthly consolidated invoices shall contain, at a minimum. Date of Service, Description of Service, City Department Contact, Publishing Details, and Amount. All consolidated invoices shall reference the Purchase Order number and be sent to the Procurement division to review and approve for payment.

BID NO. 823061521006

SECTION III

BIDDER RESPONSE DOCUMENTS

BID NO. B23061521006
SECTION 111 - BIDDER RESPONSE DOCUMENTS

A, ITEMS REQUIRING BIDDER RESPONSE
NOTE: Proposers must provide responses to the following items. Failure to provide a response to each of the items in thissection may be grounds for rejection of the proposal.

1. LBE FIVE PERCENT PARTICIPATION
On April 3, 2012, the Sacramento City CQuncil adopted a Local Business Enterprise (LBE) Preference Program to provide enhanced opportunities for the participation of local business enterprises (LBEs) in the City's contracting and procurement activities. On November 19, 2013, City Council increased the LBE preference and authorized City departments to require minimum LBE participation levels in individual contracts. Under City Code section 3.60.270, when the bid specifications for a City contract establish a minimum participation level for LBEs, no bidder on the contract shall be considered responsive unless its bid meets the minimum LBE participation level required by the bid specifications.

The City has established a minimum 5% participation level for LBEs on this contract. Pursuant to City Code Section 3.60.270, no bidder on this contract shall be considered responsive unless its bid meets or exceeds this minimum participation level.

Local Business Enterprise means a business enterprise, including but not limited to, a sole proprietorship, partnership, limited liability company, corporation, or other business entity that has a legitimate business presence in the city or unincorporated county of Sacramento. Evidence of legitimate business presence in the city or unincorporated county of Sacramento shall include:

1. Having a current City of Sacramento Business Operation Tax or County of Sacramento Business License for at least twelve (12) consecutive months prior to submission of bid; and

2. Having either of the following types of offices or workspace operating legally within the city or unincorporated county of Sacramento for at least twelve (12) consecutive months prior to submission of bid:
a. The LBE's principal business office or workspace; or b. The LBE's regional, branch or satellite office with at least one full time employee located in the city or unincorporated county of Sacramento.

A. LOCAL BUSINESS ENTERPRISE f LBE>
is the firm submitting the bid qualified as a local business enterprise? Check the appropriate box below:
\^\ YES - thefirni submitting the bid is qualified as a local business enterprise. □ NO - the firm submitting the bid is not qualified as a local business enterprise.

If the response to the above is YES, provide the City of Sacramento Business Operations Tax Certificate Number and/or County of Sacramento Business License Number:
86877
If the response to the above is YES, provide a current copy of the City of Sacramento Business Operations Tax Certificate and/or County of Sacramento Business License.

If the response to the above is YES, provide business office or workspace address*:

Sacramento Bulletin
Metropolitan News Company
530 Bercut Dr., Ste. H
Sacramento, OA 95814
Address must be a physical address for the basis of location, this excludes P.O. Box addresses.

BID NO. 823061521006

2. PAYMENT DISCOUNT
Will you offer a prompt payment discount? Yes [ ] or No [El] (Net 30 days) If Yes, the Payment Discount Is 0% for payment within ?? calendar days, which will be computed from the date delivery Is made and is accepted by the City, or the date a proper invoice is received, whichever is later.

PAYMENT DISCOUNTS WILL NOT BE CONSIDERED AS A BASIS OF AWARD. ANY PAYMENT

DISCOUNT OFFERED BY THE SUCCESSFUL BIDDER WILL BE ACCEPTED BY THE CITY OF SACRAMENTO AS SET FORTH INTHE "BID INSTRUCTIONS AND REQUIREMENTS", PARAGRAPH 12 (ENTITLED "PAYMENT DISCOUNTS").

3. ELECTRONIC FUNDS TRANSFER (EFT) (informational onlvh Can you accept electronic payments (EFT)? Yes [01 or No □ [ ] If Yes, what percentage discount would you offer the City to be paid through EFT? 0%

BID NO. 823061521006

SECTION III - BIDDER RESPONSE DOCUMENTS
B. PRICING SCHEDULE

CITY OF SACRAMENTO

SACRAMENTO, CALIFORNIA
Contractor is to provide all labor, materials, services, and supplies necessary to furnish to the City of Sacramento, prices in accordance with the provisions and specifications contained herein:

PUBLICATION RATES AND DEADLINES
The City's estimated annual production of 4,000 Typeset column Inches (more or less) is to be used to determine the cost to the City. This number is based upon the best estimates available for the term of this contract and is subject to increase or decrease based on the City's advertising needs.

City Staff requires two types of publishing deadlines and associated rates. • "Standard" Publishing Rate: A submission by city staff on a given business day (and by the deadline time as specified below) is published on the second subsequent business day. • "Next Day" Publishing Rate": A submission by city staff on a given business day (and by the deadline time as specified below) is published on the next subsequent business day.

For the purposes of this solicitation, 75% of the cost will be from the "Standard Publishing" rate and 25% from "Next Day Publishing" rate. The actual percentage wiii vary during the contract year.

Rate per Column Inch for Standard Publishing $ 10.50
Daily Deadline time for Standard Publishing Two Days Prior, Noon(All deadlines are calculated using weekdays only.

For example, the deadline for Monday publication using
"Standard Publishing" would be Thursday prior to the deadline time.) Rate per Column Inch for Next Day Publishing $ 10.50
Daily Deadline time for Next Day Publishing Prior Day, 1pm(All deadlines are calculated using weekdays only.

For example, the deadline for Monday publication using
"Next Day Publishing" would be Friday prior to the deadline time.) Both levels of service noted above must be offered on a guaranteed publishing basis up to the deadline times entered.

NEWSPAPER'S STANDARD COLUMN INCH DEFINED
For this bid, the price per column inch will be deemed to be one (1) vertical inch of printed matter of a width equal to the width of the column specified below.

The width of a standard column is defined to be: 9.5 picas (1.58 inches) inches (rounded to two decimal points) The City will take into consideration variances in the stated column width between the bids.

BID NO. 823061521006
Per Item # 8 of the Technical specifications (Page 15 of this solicitation) please provide (If applicable) a list of expected non-publishing dates, for the period of 7/1/23 through 6/30/24, excluding weekends.

Office closed (non-publishing dates): 7/4/23, 09/04/23,09/22/23,10/09/23,11/10/23,11/23/23, 11/24/23,12/25/23,1/1/24, 1/15/24, 2/12/24, 2/19/24, 3/31/24, 5/27/24 & 6/19/24

BID NO. B23061521006

SECTION III - REQUIREMENTS
C. BID SIGNATURE PAGE
BID NO. B22061521004
FOR SERVICES/SUPPLIES: Olffcial Citv Newspaper Advertlsina To the City of Sacramento:

The undersigned bidder (hereafter referred to as the "bidder' or the "Contractor") submits the attached bid, and certifies as follows: that the only persons or parties interested In this bid as principals are those named herein as bidder; that this bid is made without collusion with any other person, firm, or corporation; that in submitting this bid the bidder has examined all of the Contract Documents identified below; that the bidder proposes and agrees that if this bid is accepted, the bidder will execute and fully perform the contract for which bids are called; that the bidder shall perform all the work and/or furnish all the materials specified in the Contract Documents, in the manner and time therein prescribed, and according to the requirements as therein set forth; and that the bidder shall take in full payment therefore, the prices set forth in the attached Pricing Schedule.

CONTRACT DOCUMENTS
Performance of and payment for the contract for which bids are called shall be subject to all terms and conditions of the Invitation for Bid, the Bid Instructions and Requirements, the Bid, the Pricing Schedule(s), the Items Requiring Bidder Response, the Required Submittals, the General Conditions, General Provisions and any Addenda, Amendments, Special Provisions, Specifications, Plans, or other requirements applicable to performance of the work and/or furnishing the materials specified herein. Such documents referred to herein as the "Contract Documents", are fully incorporated herein by this reference and are collectively referred to as the "Contracf. By submitting this Bid, the Contractor agrees to fully perform each provision of the Contract, if City awards the Contract to the Contractor, and provided further that City shall have no obligation hereunder unless and until such award is made. Contractor shall not make any changes to this form without City's written approval, and any changes made without such approval shall be void.

NAME OF CONTRACTOR: Metropolitan News Company, DBA Sacramento Bulletin ADDRESS:530 Bercut Dr.. Ste. H. Sacramento. OA 95814
PHONE #: 916-445-6825 E-MAIL: [email protected]
STATE TAX I.D. #: 255-0348-3 FED. TAX I.D. #: 95-3034078 City of Sacramento Business Operation Tax Certificate #: 86877 (Contract award will not be processed without a valid and current Certificate Number.) TYPE OF BUSINESS ENTITY fchec/f one): Individual/Sole Proprietor Partnership XXX Corporation Limited Liability Company
Other ^ )
BY: (signature of authorized person)
PRINT NAME: Vahn Babigian
TITLE: General Manager
Note: All information submitted in or in connection with a bid is submitted under penalty of perjury. The City shall have the right to terminate at any time any contract awarded pursuant to a bid that contains false information.

Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #: PRC002214
CONTRACT NAME: Official City Newspaper Advertising
CONTRACT PROJECT #: 06001521-1001-454031
DEPARTMENT: Finance
DIVISION: Procurement

CITY OF SACRAMENTO

NONPROFESSIONAL SERVICES AGREEMENT
THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and
Grace Communications, Inc., DBA Metropolitan News Company 530 Bercut Drive, Suite H
Sacramento, CA 95814-0101
Phone 916-445-6825 / E-mail [email protected]
(“Contractor”), as of the Effective Date, as defined below.

The City and Contractor agree as follows:

1. Effective Date. This Contract shall be effective beginning July 1, 2023.

2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”):

Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A – Scope of Work
Exhibit B – Payment
Exhibit C – Insurance
Exhibit D – General Conditions
Purchase Orders
If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”).

Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services: (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after ATTACHMENT 5
Form Approved by City Attorney 9-1-2020 Page 2
notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor. City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable. 4. Payment. City shall pay Contractor at the times and in the manner set forth in Exhibit B. Contractor shall submit all invoices to City in the manner specified in Exhibit B. 5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any. No facilities or equipment are to be furnished 6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C. 7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D. 8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summaryof the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage. A summary of the requirements, entitled "Living Wage Requirements", can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Living Wage Ordinance is applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code Form Approved by City Attorney 9-1-2020 Page 3
chapter 3.58. If requested by City, Contractor shall promptly provide any documents andinformation required by City to verify Contractor's compliance.Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58. Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates. 10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of thisContract, for which the City may terminate the Contract and pursue all available legal andequitable remedies.11.Local Business Enterprise Program. The Local Business Enterprise Program ParticipationRequirements ("LBE Participation Requirements") are applicable to this Contract. A summary ofthe requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Form Approved by City Attorney 9-1-2020 Page 4
Code chapter 3.60 and include these requirements in all subcontracts covered by SacramentoCity Code chapter 3.60.Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1 EXHIBIT ASCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Gary O’Neill / Contracts and Compliance Specialist / Procurement Division Sacramento City Hall915 I Street, 2nd Floor Phone 916-808-7432 / [email protected] CONTRACTOR Representative for this Agreement is:Vahn C. Babigian / General ManagerGrace Communications, Inc., DBA Metropolitan News Company 530 Bercut Drive, Suite H Sacramento, CA 95814-0101 Phone 916-445-6825 / E-mail [email protected] otherwise provided in this Contract, all Contractor questions and correspondencepertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.3. Time of Performance. The Services described in this Contract shall be provided forone year.Service shall be from July 1, 2023, through June 30, 2024, with a preliminary period of one month prior to the start date to allow for implementation and training of City personnel. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

Attachment 1 to Exhibit A of PRC002214
Attachment 1 to Exhibit A – Page 1 of 1
Scope of Services 1.Purpose. This contract is for official advertising for the City of Sacramento in accordance with theSacramento City Code. 2.Designation. During the period of this contract, the Sacramento Bulletin newspaper shall be known and designated as the “Official Newspaper of the City of Sacramento” (Sacramento City Code Chapter 3.56, Section 3.56.270). 3.Types of Advertising. The printing/publishing to be done hereunder will consist of printing and publishing all ordinances, resolutions, notices, regulations, and advertisements of whatever kind or nature that may be required by an agent of the City of Sacramento. 4.Size of Type. The body and captions of each advertisement shall be converted by the vendor, to the vendor’s typeface specification normally used for such advertisements, and the font size shall be reduced, in a similar manner, by the vendor, to a readable size. Vendor may request, but shall not require, City of Sacramento staff to submit advertisement copy via a vendor-provided template. 5.Submission of Publication Material. All material for publication will be transmitted to the vendor by the City of Sacramento, via an on-line placement program or system (i.e., web portal) or as an attachment to an email message. City will submit all material to the vendor on a given business day to be published on a guaranteed basis in accordance with the deadline and rate information submitted via the pricing schedule of this solicitation. 6.Proof of Publication. The vendor is required to deliver an electronic confirmation of publication foreach advertisement to the City’s representative ordering the publication, after each publication. The Proof of Publication must be clear, complete and include an actual reproduction of what was published. The Proof of Publication must also certify the actual date of publication. This information must be offered automatically available (on a continuing basis) to city staff via online (vendor web portal) access. 7.Order and Invoice information. All previous and current orders and invoices (plus their status) must be offered automatically (and continuously) available to city staff via the vendor’s online portal. 8.Non-Publishing Dates. Vendor shall provide, in advance, as part of this solicitation, a list of expected on-publishing dates, excluding weekends. Vendor shall inform city staff (via e-mail, through the online portal, or preferably both) of any changes to their publishing schedule with at least two weeks prior notice. Office closed (non-publishing dates): 7/4/23, 09/04/23,09/22/23,10/09/23,11/10/23,11/23/23, 11/24/23,12/25/23,1/1/24, 1/15/24, 2/12/24, 2/19/24, 3/31/24, 5/27/24 & 6/19/24. 9.Updates. Vendor shall be responsible for providing updates (with at least two weeks prior notice) to city staff (via e-mail, the web portal, or preferably, both) of any changes to procedure required for proper submittal of advertising copy or use / availability of the online vendor portal. 10.Purchase Orders. All City departments placing advertisements under this contract shall issue purchase orders prior to placing advertisements. 11.Invoices. Monthly consolidated invoices may be provided as an alternative to individual invoices.Monthly consolidated invoices shall contain, at a minimum, Date of Service, Description of Service, City Department Contact, Publishing Details, and Amount. All consolidated invoices shall reference the Purchase Order number and be sent to the Procurement division to review and approve for payment.

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1 EXHIBIT BPAYMENT 1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $45,000.The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract. 2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City.4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal. 5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction. A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later. B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected](2) Postal Mail. If emailing is not an option, mail to: A/P Processing CenterCity of Sacramento915 I Street, Floor 4 Sacramento, CA 95814-2608 C. All invoices submitted by CONTRACTOR must contain the following information: (1) Job/Project Name (2) CITY’s current Purchase Order Number(3) Contractor’s Invoice Number(4) Date of Invoice Issuance(5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order (7) Contractor’s remit address

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (8) Itemized description of items billed under Invoice(9) Itemized description of all authorized Reimbursable Expenses(10) Itemized description of all applicable taxes (sales, use, excise, etc.)(11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable) D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above. E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading. F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract. 6. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services. 7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice. 8. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breach of this section. 9. Public Works Requirements. [To be completed by the City Representative:] The services provided under this Contract include [check one if applicable]: ________ Construction work in an amount exceeding $25,000;

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 3 ________ Land Surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post-construction phases of the project; or ________ Alteration, demolition, repair, or maintenance work in an amount exceeding $15,000. If any of the lines is checked above, this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public-Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors. Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and the

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 4 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Attachment 1 to Exhibit B of PRC002214
Attachment 1 to Exhibit B – Page 1 of 1
Pricing Schedule

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1 EXHIBIT CINSURANCE 1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintainthe insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City. Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract. 2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activitiesperformed by or on behalf of Contractor and subcontractors; products and completedoperations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) XAutomobile Liability Insurance is required providing coverage at least as broad as ISOForm CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor. The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. _ _ No automobile liability insurance is required, and by signing this Contract, Contractor certifies as follows: “Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.” 4. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) XWorkers’ Compensation Insurance is required with statutory limits and Employers'Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.__ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. ___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractorcertifies as follows: “Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.” 6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions: A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it. B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers. C. Coverage shall state that Contractor's insurance applies separately to each insured

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3 against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms. 7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract. 8. Verification of Coverage. A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand. B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564 D. The City may withdraw its offer of Contract or cancel this Contract if the certificates ofinsurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if theinsurance is canceled or Contractor otherwise ceases to be insured as required herein. 9. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1 EXHIBIT DGENERAL CONDITIONS1. Independent Contractor. A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor will issue W-2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors. D. The provisions of this section will survive any expiration or termination of this Contract. Nothing in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2

2. Licenses; Permits, Etc.Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State. 3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party. 4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever. 5. Conflicts of Interest.Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract. Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent. Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, orother pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances. 7. Confidentiality of City Information. During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City. Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent. In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. Contractor Information. A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City. B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences anymaterial changes in its business, including a reorganization, refinancing, restructuring,leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediatelynotify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract. 10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession. Contractor shall assign only competent personnel to perform on its behalf under this Contract. Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member. If the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice. 11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager,or if any portion of the City is declared a disaster area by the county, state or federal government,this Contract may be subjected to increased usage. The Contractor shall serve the City during adeclared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, withoutmark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of theContract because of a disruption in its chain of supply or service, then the Contractor shall provideproof of the disruption. Acceptable forms of proof will include a letter or notice from theContractor's source stating the reason for the disruption13. Term; Suspension; Termination.A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract: (1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furnish to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity. 14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in thisContract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made. 15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense. A. The Contractor agrees that the Goods and Services furnished under this Contractwill be covered by the industry standard or better warranty.B. Contractor further warrants that the Goods and Services furnished under thisContract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the City at law or equity, or by any other clause of this Contract. C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services. D. City's inspections, approval, acceptance, or payment for all or part of any Goods and

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 Services will in no way affect City's warranty rights.16. Indemnity. A. Indemnity:Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B.,above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract. 17. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code. B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract.18. Equal Employment Opportunity.During the performance of this Contract, Contractor, for itself,

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 its assignees and successors in interest, agrees as follows:A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with theRegulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to Contractor under this Contract until Contractor complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests.

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19. Entire Agreement.This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code. 20. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 21. Severability.If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party. 23. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts. 24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect. 25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above. 26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

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27. Debarment CertificationA. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or(4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default. (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City. C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action. D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.