DRAFT CONTRACT
PUBLISHING OF LEGAL ADVERTISEMENTS
(City of Visalia Bid No. 21-22-34)
This Agreement, entered into and effective this ________ day of ________________, 202 3 [“Effective Date”], by and between the City of Visalia, hereinafter referred to as the “CITY”, and ____________________________ hereinafter referred to as the “CONTRACTOR”, “BIDDER”, or “VENDOR”.
R E C I T A L S
WHEREAS, CONTRACTOR is a Corporation with a primary business address of 330 N. West Street, Visalia, CA 93279 and SSN or EIN: 46-5738182; and
WHEREAS, CITY is a municipal corporation and Charter Law City and has solicited Bid No. 21- 22-34 for publishing of Legal Advertisements as required by City’s Charter;
WHEREAS, City of Visalia reviewed and evaluated responses to the Bid and determined to award a contract to CONTRACTOR for the Publishing of City’s Legal Advertisements; and
WHEREAS, CONTRACTOR represents it is licensed, qualified and willing to complete the work pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONTRACTOR agree as follows:
1. TERM:
The term of this Agreement shall commence on the Effective Date and shall remain in effect for a twelve (12) month unless earlier terminated by either party. At the conclusion of the 12-month period, the City shall again call for bids for this service as required by the City Charter.
This Agreement may be terminated for convenience. In the event of termination or expiration of this Agreement, CONTRACTOR shall transfer to CITY any funds and/or accounts receivable on hand attributable to the use of CITY funds.
2. ATTACHMENTS INCORPORATED:
The following are attachments for this Agreement. Said attachments are incorporated into this Agreement as if included in full in the body:
ATTACHMENT DESCRIPTION OF ATTACHMENT
Attachment 1 General Contract Provisions
Attachment 2 Insurance Requirements
Attachment 3 City of Visalia Bid 21-22-34, Publishing Legal Notices/Legal Advertisements Attachment 4 CONTRACTOR’s bid in response to Bid No. 21-22-34
3. CONTRACTOR SCOPE OF SERVICES and COMMITMENTS*:
CONTRACTOR shall provide the following services for the stated compensation on or before the stated completion dates (“Scope of Services”):
All work described in Scope of Services in Bid No. 21-22-34.
4. CITY COMMITMENTS:
CITY shall perform the following tasks on or before the stated completion dates:
TASK COMPLETION DATE
Pay Contractor by Credit Card At time of at time of ad placement
5. COMPENSATION:
CITY shall pay CONTRACTOR compensation for services as indicated in Paragraph 4 above; however, CITY shall pay not more than the following amount as total compensation under this Agreement, unless otherwise agreed in writing. Such sum shall be expended and paid by CITY at time of publishing request, based on CONTRACTOR’S stated bid prices.
6. CONTRACT PRICE:
All prices shall be firm and fixed for the twelve (12) month contract term.
Contractor’s Bid Prices: $32.00 per horizontal inch for 1st publish date $23.50 per horizontal inch for 2nd publish date
IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.
CONTRACTOR
Dated: _____________ By:______________________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully autho rized to execute this Agreement for CONTRACTOR in the capacity I have stated, and that such execution is sufficient to bind the CONTRACTOR.
CITY OF VISALIA
Dated: ______________ By:_________________________________________________ City Manager
Total Compensation: Not to exceed $90,000 annually
Source of Funds: Assigned by Project
Payment Schedule: Payment will be made at time of publishing request
Dated: _______________ By:_________________________________________________ City Attorney
Dated: _______________ By:_________________________________________________ City of Visalia Risk Manager
Dated: _______________ By:_________________________________________________ City of Visalia Project Manager
Exhibit “C”
Attachment 1
GENERAL CONTRACT PROVISIONS
A. Successors and Assigns : This Agreement shall be binding upon and shall inure to the benefit of any successors to or assigns of the parties.
B. Prohibition of Assignment : Neither party shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.
C. Notices: Notice shall be sufficient hereunder if personally served upon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:
CITY OF VISALIA VISALA TIMES DELTA
707 W. Acequia Ave. 330 N. West Street
Visalia, CA 93291 Visalia, CA 93279
Attention: City Clerk Attention: Tara Hamm
D. Independent Contractor: It is understo od and agreed by the parties herein that CONTRACTOR, in the performance of this Agreement, shall act as an independent contractor, and therefore shall obtain no rights to any fringe benefits that accrue to regular full-time CITY employees.
E. Jurisdiction/Venue/Waiver Of Removal : This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in California. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.
F. Integration/Modification: This Agreement and each of the documents and exhibits or attachments referenced herein, which are incorporated by reference, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the parties, unless otherwise explicitly authorized.
G. Conflict With Law: If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the remainder of the Agreement shall be in full force and effect.
H. Indemnification: The CONTRACTOR waives any and all claims and recourse against the CITY, including the right of contribution of loss or damage to person or property arising from, growing out of, or in any way connected with or incidental to the CONTRACTOR’s performance of this Agreement, except claims arising from the concurrent or sole negligence of the CITY or its officers, agents or employees. The CONTRACTOR will indemnify, hold harmless, and defend (at CITY’s option) the CITY against any and all claims, demands, dam ages, costs, expenses, or liability arising out of the CONTRACTOR’s performance of this Agreement except for liability arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees.
I. Attorney’s Fees: In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party, as determined by the court or arbitrator, shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.
J. Headings: Section headings are provided for organizational purposes only and do not in any manner affect the scope or intent of the provisions thereunder.
K. Firearms Prohibited: Guns may not be carried by contractors /vendors/ consultants while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/vendor/consultant is caught carrying a gun, without City permission, their contract will be terminated.
L. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N -6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individual s. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individ uals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.
Exhibit “C”
Attachment 2
INSURANCE REQUIREMENTS
1. CONTRACTOR Insurance. CONTRACTOR, at its sole cost and expense, for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at a minimum compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects CITY and any insurance or self - insurance maintained by CITY shall be in excess of CONTRACTOR’s insurance coverage and shall not contribute to it.
2. Subcontractor(s’) Insurance. If CONTRACTOR utilizes one or more subcontract ors in the performance of this Agreement, CONTRACTOR shall obtain and maintain independent insurance as to each subcontractor or otherwise provide evidence of insurance coverage for each subcontractor equivalent to that required of CONTRACTOR.
3. Types of Insurance and Minimum Limits. The following types of insurance and minimum limits are required providing at least the following minimum coverage and limits of liability:
a. Worker’s Compensation written in accordance with the laws of the State of California providing coverage for any and all employees of CONTRACTOR in the minimum statutorily required coverage amounts;
b. Professional Liability Insurance Coverage , in an amount not less than One Million Dollars ($1,000,000).
c. Automobile Liability Insurance for each of CONTRACTOR’s vehicles used in the performance of this Agreement, including owned, non -owned (e.g. owned by CONTRACTOR’s employees or contractors), leased or hired vehicles, in the minimum amount of $1,000,000 combined single limit per occurrence for bodily injury and property damage.
d. Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for:
(1) bodily injury;
(2) personal injury;
(3) broad form property damage;
(4) contractual liability;
(5) cross-liability;
(6) products and completed operations liability
4. Other Insurance Provisions.
If any insurance coverage required in this Agreement is provided on a “Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONTRACTOR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prio r acts or tail coverage for post agreement coverage shall be deemed to be reasonable.
5. Endorsements.
All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clauses:
a. The City of Vis alia, its officers, agents, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.
b. It is agreed that any insurance maintained by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.
c. This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA, 93291
6. Proof of Coverage.
CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide CITY on or before the effective date of this Agreement with Certificate(s) of Insurance for all required coverages. Copies of all the required Endorsements shall be attached to the Certificate(s) of Insurance or other evidence of insurance acceptable to the City of Visalia, wh ich shall be provided by CONTRACTOR’s insurance company as evidence of the stipulated coverages. This Proof of Coverage shall then be mailed to the City of Visalia at the following address:
City of Visalia
707 W. Acequia
Visalia, CA 93291
Attn: Purchasing Division