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HomeMy WebLinkAbout2010-10-25 City Council Agenda Packet This Agenda/Notice is Posted in Accordance with Government Code Section 549.2(A) or Section 54956 10/25/10 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Agenda posted according to PAMC Section 2.04.070. A binder containing supporting materials is available in the Council Chambers on the Friday preceding the meeting. Special Meeting Council Chambers October 25, 2010 6:00 PM ROLL CALL CLOSED SESSION Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. THE FOLLOWING CLOSED SESSION WILL BE HELD WITH THE CITY LABOR NEGOTIATORS. 1. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his designees pursuant to Merit System Rules and Regulations (James Keene, Pamela Antil, Dennis Burns, Lalo Perez, Joe Saccio, Russ Carlsen, Sandra Blanch, Marcie Scott, Darrell Murray) Employee Organization: Police Managers Association Authority: Government Code Section 54957.6(a) CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his designees pursuant to Merit System Rules and Regulations (James Keene, Pamela Antil, Lalo Perez, Joe Saccio, Russ Carlsen, Sandra Blanch, Marcie Scott, Darrell Murray) Unrepresented Employee Group: Management, Professional and Confidential Employees Authority: Government Code Section 54957.6(a) CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his designees pursuant to Merit System Rules and Regulations (James Keene, Pamela Antil, Dennis Burns, Lalo Perez, Joe Saccio, Russ Carlsen, Sandra Blanch, Marcie Scott, Roger Bloom, Darrell Murray) Employee Organization: International Association of Fire Fighters, Local 1319 Authority: Government Code Section 54957.6(a) 2 10/25/10 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 7:30 PM or as near as possible thereafter SPECIAL ORDERS OF THE DAY 2. Adoption of a Resolution of Appreciation for City Attorney Gary M. Baum ATTACHMENT 3. Adoption of a Resolution of Appreciation for Library Director Diane Jennings ATTACHMENT CITY MANAGER COMMENTS ORAL COMMUNICATIONS Members of the public may speak to any item not on the agenda; three minutes per speaker. Council reserves the right to limit the duration or Oral Communications period to 30 minutes. APPROVAL OF MINUTES September 20, 2010 CONSENT CALENDAR Items will be voted on in one motion unless removed from the calendar by two Council Members. 4. Adoption of a Negative Declaration and Approval of Site and Design Review and a Conditional Use Permit, and a Record of Land Use Action for a New 8,877 Square-Foot Recreational Facility (Tennis Court) and Related Improvements for an Associated Single Family Residence on an Adjacent Lot Under the Same Ownership in the Open Space Zone District Located at 3208 Alexis Drive CMR 386:10 and ATTACHMENT 5. Approval of Four Contracts With Baker & Taylor for Up to Three Years for the Purchase of (1) Library Books in a Total Amount Not to Exceed $950,000, (2) Audio Visual Materials & Processing in a Total Amount Not to Exceed $213,000, (3) Library Continuation Services in a Total Amount Not to Exceed $180,000, and (4) Book Cataloging and Processing Services in a Total Amount Not to Exceed $89,000 CMR 385:10 and ATTACHMENT 3 10/25/10 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 6. Approval of a General Services Agreement With ValleyCrest Golf Course Maintenance, Inc. in the Amount of $1,850,000 for Maintenance Services and Sale of Used City Golf Course Maintenance Equipment to ValleyCrest for $125,000 (Continued from October 18, 2010) CMR 390:10 and ATTACHMENT 7. Appointment of Michael Edmonds as Acting City Auditor CMR 392:10 and ATTACHMENT AGENDA CHANGES, ADDITIONS, AND DELETIONS HEARINGS REQUIRED BY LAW: Applications and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and put up to three minutes for concluding remarks after other members of the public have spoken. ACTION ITEMS Include: Public Hearings, Reports of Committees/Commissions, Ordinances and Resolutions, Reports of Officials, Unfinished Business and Council Matters 8. Adoption of Two Resolutions: (1) Amending Section 1901 of the Merit System Rules and Regulations Regarding a Memorandum of Agreement for Represented Hourly Employees (SEIU Hourly Unit) and (2) Adopting a Compensation Plan for Represented Hourly Employees (SEIU Hourly Unit) and Rescinding Resolution 8758 CMR 388:10 and ATTACHMENT 9. Recommendation From the High Speed Rail Committee Regarding California High Speed Rail Station in Palo Alto and Other High Speed Rail Issues CMR 389:10 and ATTACHMENT PUBLIC COMMENT 10. Public Hearing: Consider Certification of Final EIR for the Proposed 405 Lincoln Avenue Single Family Residential Replacement Project and approval of Demolition Delay and Record of Land Use Action for the Existing Residence at 405 Lincoln Avenue Which is Listed as a Contributing Structure in the Professorville National Register Historic District and a Contributing Resource to the Professorville Historic District on the City’s Historic Inventory CMR 387:10 and ATTACHMENT PUBLIC COMMENT RECORD OF LAND USE 4 10/25/10 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. COUNCIL MEMBER QUESTIONS, COMMENTS, AND ANNOUNCEMENTS Members of the public may not speak to the item(s). ADJOURNMENT Persons with disabilities who require auxiliary aids or services in using City facilities, services, or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact 650-329-2550 (Voice) 24 hours in advance. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO COMMENDING THE OUTSTANDING PUBLIC SERVICE OF GARY M. BAUM AS CITY ATTORNEY WHEREAS, Gary Baum became the Palo Alto City Attorney on July 14, 2004, and has served the City faithfully for over six years; and WHEREAS, Gary received his Bachelor of Arts in Biology and Political Science from Whittier College in 1981 and his Juris Doctor from the University of Southern California Law School in 1984; and WHEREAS, Gary has worked tirelessly in the municipal law field for over 25 years, serving four other cities before becoming the City Attorney of Palo Alto; and WHEREAS, as City Attorney, Gary provided valuable leadership and counsel on several major Palo Alto projects, including the Stanford Hospital Development, Emergency Water Supply Project, Library Bond Election and High Speed Rail Project; and WHEREAS, Gary actively encouraged the City’s creation of a Green Building Ordinance, which became a model for other cities and received both local and national attention; and WHEREAS, during his six year tenure as City Attorney of Palo Alto, Gary completed a full restructuring of the City Attorney’s Office, increasing office productivity and reducing expenditures on outside counsel by $1.2 million; and WHEREAS, Gary’s commitment to mentoring and supporting others has earned him the deep respect and loyalty of his own office staff and the City organization as a whole; and WHEREAS, Gary’s compassion and dedication to service extend beyond his role as City Attorney, and he has donated countless hours of personal time to serve as a pro bono attorney for victims of domestic violence, inspiring other attorneys in his office to follow in his footsteps; and WHEREAS, Gary’s integrity, honesty and professionalism are known statewide, and are evidenced by the numerous honors he has received throughout his career, including being named a “Super Lawyer” in municipal law in 2005, receiving the Pro Bono Attorney of the Year Award in 2007 and receiving the Access to Justice Award in 2009. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Palo Alto hereby gratefully records its sincere appreciation to Gary M. Baum for his meritorious service to the citizens and staff of the City of Palo Alto. INTRODUCED AND PASSED: October 25, 2010 ATTEST: APPROVED: ________________________ ________________________ City Clerk Mayor APPROVED AS TO FORM: ________________________ ________________________ Assistant City Attorney City Manager RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO EXPRESSING APPRECIATION TO DIANE JENNINGS UPON HER RETIREMENT WHEREAS, Diane Jennings has faithfully served the City of Palo Alto for the past twenty-four years, from 1986 through 2010, serving in a variety of roles as Manager of Main Library Services, Interim Library Director, and as Department Director; and WHEREAS, Diane Jennings helped to significantly upgrade the technology resources for libraries and demonstrated tireless efforts to expand access to library resources; and WHEREAS, Diane Jennings facilitated the seamless transition of the City’s libraries from a Division of the Community Services Department to the new Library Department in 2003-04; and WHEREAS, Diane Jennings worked closely with the Library Advisory Commission to develop the 2006 Library Services Model Analysis and Recommendations report, which eventually led to the 2008 Measure N Library Bond Measure; and WHEREAS, Diane Jennings has worked diligently for the improvement, enhancement and renovation of all five Palo Alto libraries, and was instrumental in securing funding for major capital improvements, including the successful passage of the Library Bond to improve facilities; and WHEREAS, Diane Jennings provided expertise and support to library community support groups, forging important partnerships with the Friends of the Palo Alto Library and the Palo Alto Library Foundation that have successfully leveraged the resources of the City; and WHEREAS, Diane Jennings has been an exemplary manager, providing a workplace that made the Palo Alto City Library one that people want to use – providing good collections that meet people’s needs, quality programs, and great customer service – and identified as one of America’s Star Libraries for two consecutive years, 2009 and 2010. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Palo Alto, together with the citizens of this community, hereby gratefully records its appreciation, esteem and admiration for the outstanding public service and leadership rendered by Diane Jennings, along with our best wishes for a rewarding and fulfilling life during retirement. INTRODUCED AND PASSED: October 25, 2010 ATTEST: APPROVED: ____________________ ______________________ City Clerk Mayor APPROVED AS TO FORM: ____________________ ______________________ City Attorney City Manager TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT DATE: OCTOBER 25, 2010 CMR: 386:10 REPORT TYPE: CONSENT ITEM SUBJECT: Adoption of a Negative Declaration and approval of Site and Design Review and a Conditional Use Permit, and a Record of Land Use Action for a new 8,877 square-foot recreational facility (tennis court) and related improvements for an associated single family residence on an adjacent lot under the same ownership in the Open Space Zone District located at 3208 Alexis Drive. RECOMMENDATION Staff and the Planning and Transportation Commission (P&TC) recommend that the City Council approve the following: I. Negative Declaration, prepared for the proposed recreational facility of the property located at 3208 Alexis Drive, in accordance with the California Environmental Quality Act (Attachment B). 2. A Record of Land Use Action approving a Site and Design Review and Conditional Use Permit application to allow a new 8,987 square foot tennis court and associated site improvements, subject to the findings and conditions of approval contained in the Record of Land Use Action (Attachment A). BACKGROUND AND PROJECT DESCRIPTION The 1.57 acre project site is located within the Open Space Zone District. The Palo Alto Comprehensive Plan land use designation for the project site land is Single Family Residential. The project site is located at the terminus of Alexis Drive in the Palo Alto foothills adjacent to Foothills Park and the Enid Pearson Arastradero Preserve, west of the Foothill Freeway and within the City's Urban Service area. The subject property is located directly north of two adjacent parcels under the same ownership; the three parcels together fonn a 5.5 acre residential site. One parcel is developed with a 13,400 square foot (sq. ft.) primary residence and the second parcel is developed with a 3,359 sq. ft. guest-house. The rwo homes are located near the ridges of the two developed lots, visible from Vista Point in Foothills Park. The elevation of the CMR: 386:10 Page I of 4 subject parcel is lower than the developed parcels, on the opposite side of the hill and sloping away from Vista Point. Thc 8,887 square-foot tennis court is proposed as the primary use of an Open Spaee parcel, requiring approval of a Condition Use Permit. The court would be for daytime use by the guests, property owners and residents of the home and guest house on the adjacent properties. The tennis court would be surfaced in asphaltic concrete. The project also includes a paved dininglkitchen area onlhe north and east side of the tennis court, a storage room below the tennis court, stone retaining walls and a wood and steel pergola. The tennis court would be enclosed by a ten-foot tall fence, to be constructed of mesh fabric over black vinyl-covered sleel eore wire, mounted on top of a three-foot tall retaining wall on the north side. Substantial landscape screening is proposed, with 29 trees in a variety ofspccics and native and/or drought tolerant shrubs, and all existing trees on the site would remain. 'The proposed site lighting includes 24 path lights and six down-lights for the dining area. COUNCIL PURVIEW AND REVIEW CRITERIA Palo Alto Municipal Code (PAMC) Section 18.28.070 Additional Open Space District Regulations, item (b)(2), requires the placement of a Site and Design Review project in the OS district on consent calendar following a recommendation of approval by the P&TC. This process reflects the 2009 process changes for review of Open Space development. Similarly, pursuant to P AMC Section 18.77.060 (t), a Conditional Usc Permit may be approved by Council on consent calendar following P&TC recommendation. The City Council may: (l) Adopt the findings and recommendations of the Planning and Transportation Commission: or (2) Remove the recommendation from the consent calendar, which shall require three votes, and: a) b) Discuss the application and adopt findings and take action on the application based upon the evidence presented at the hearing of the Planning and Transportation Commission; or Direct that the application be set for a new hearing before the City Council, following which the City Council shall adopt findings and take action on the application. The Council's decision shall be based upon the findings of Site and Design Review Combining District, the Open Space Development Criteria of the Comprehensive Plan, and the findings for Conditional Use Permit approvaL These items are provided in the Record of Land Use Action (Attachment A). PLANNING AND TRANSPORTATION COMMISSION RECOMMENDATIONS The project was reviewed by the Planning and Transportation Commission (P&TC) on September 29, 2010. A majority of the commissioners believed that a new tennis court was preferred in the Open Space Zoning District over a new house, which would be an allowed use on this parcel. One commissioner did not believe the tennis court would be compatible with the Opcn Space District. The P&TC, with a votc of 6-1-0, recommended that the City Council adopt CMR: 386:10 Page 2 of4 ATTACHMENTS: Attachment A: Attachment B: Attachment C: Attachment D: Attachment E: Draft Record of Land Use Action Initial Study and Draft Negative Declaration Location! Aerial Map Zoning Compliance Table Topographic Map Attachment F: Attachment G: September 29, 2010 PTC Staff Report and Minutes (without attachments) Applicant Submiltal* Attachment H: Plans (Council Only) *Prepared by the applicant COURTESY COPIES: Harvey Armstrong Suzman and Cole CMR: 386:10 Page 4 of4 ATTACHMENT A ACTION NO. 201D-10 DRAFT RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE APPROVAL FOR 3208 ALEXIS DRIVE: SITE AND DESIGN REVIEW, CONDITIONAL USE PERMIT AND NEGATIVE DECLARATION (10PLN-00164) (SUZMAN AND COLE DESIGN ASSOCIATES, APPLICANT) On October 25, 2010, the Council of the of Palo Alto approved the Negative Declaration, Site and Design Review and Conditional Use Permit application for a new tennis court and associated improvements in the Open Space Zone District, making the following findings, determination and declarations: SECTION 1. Background. The City Council of the City of Palo Alto ("City Council") finds, determines, and declares as follows: A. Suzman and Cole Design Associates, on behalf of Open Space LLC, property owner, has requested the City's approval for the construction of an, 8,897-square foot private recreational facility, which includes a tennis court and associated improvements on a vacant lot of approximately 1.57 acres associated with two adjacent residential lots all under the same ownership within the Open Space Zoning District. The recreational facility would be an accessory use to the residential residences located at 3220 and 3230 Alexis Drive. The request ("The Project") is subject to a Conditional Use Permit and Site and Design Review approval. B. The site is designated on the Comprehensive plan land use map as Single Family Residential and is located within Open Space (OS) zoning district. C. Following review, the Planning and Transportation Commission (Commission) reviewed the Project on September 29, 2010, and recommended approval. The Commission's recommendations are contained in CMR:XXX:10 and the attachments to it. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Negative Declaration. An environmental impact assessment was prepared for the project and it was determined that no potentially adverse impacts would result from the development, therefore, the project would have a less than significant impact on the environment. The Negative Declaration was made available for public review beginning 1 September 3, 2010 through September 23, 2010. The Environmental Impact Assessment and Negative Declaration are contained in CMR: XXX:10. SECTION 3. 1. The use manner that will be existing or potent S and Design Review Findings will be constructed and operated orderly, harmonious, and compatible uses of adjoining or nearby sites. in a with The proposed tennis court would be located behind the existing residences as seen from Vista Point and away from the public street. Because the facility is proposed at a lower grade, it would not be visible from Foothills Park or Vista Point. The facility would be cut into the hillside to minimize visibility from adjacent properties. A large amount of landscaping is proposed to screen the site from offsite views. The project utilizes natural materials, such as flagstone, in a neutral color to blend into the surroundings. 2. The project consistent with the goal of ensuring the desirabili ty of investment, or the conduct of business, research, or educational activities, or other authorized occupations, in the same or adjacent areas. The proposed tennis court is customarily associated wi th residential uses. Al though on a separate parcel, the recreational facility would be to be used by residents of the two adjacent parcels under the same ownership as the subject parcel. The project is designed to be compatible with the existing site and surrounding open space area. Project construction is subject to compliance with the Uniform Building Code and other applicable codes to ensure safety and high quality of development. 3. Sound principles of environmental design and ecological balance are observed in the project. The proposed architectural and site changes are consistent with the Site and Design Criteria adopted by the City Council. Sustainable design features incorporated into the project include the planting of native species, the use of water conserving irrigation, and the use of permeable pavers. The proj ect will not have a significant environmental impact as indicated by the proposed Negative Declaration for this project. The tennis court would be used during daylight hours only. Accordingly, the only light proposed is low-level lighting for the walking paths and the area under the pergola. 2 4. The use will be in accord wi th the Palo Al to Comprehensive Plan. Policy L-1 of the 1998 2010 Palo Alto Comprehensive Plan encourages the City to retain undeveloped land west of the Foothill Freeway and Junipero Serra as open space, with allowances made for very low-intensity development cons with the open space character of the area. The project site is west of the Foothill Freeway and is located within the City's Urban Service Area (map L 2 of the Comprehensive Plan). The Palo Alto Comprehensive Plan land use designation for the project site is Single Family Residential and one residence is permitted on each of the parcels of the project site. The proposed development's impervious coverage is less than the maximum impervious area allowed on the property. The project does not include development of a house, but a recreational facility considered a residential accessory use. The design consistent and compatible with the Palo Alto Comprehensive Plan in that the design promotes Policy N-6, which states, "through implementation of the Site and Design process and the Open Space zone district regulations, minimize impacts of any new development on views of the hillsides, on the open space character, and the natural ecology of the hillsides." The proposal is subject to the Site and Design Review process, complies with the applicable development standards and intent of the Open space zone district, including the Open Space Criteria therein derived from policies in the Palo Alto Comprehensive Plan. Compliance with the Open Space Criteria is as follows: 1. The development should not be visually intrusive from public roadways and public parklands. As much as possible, development should be sited so it is hidden from view. The proposed recreational facility would be located down--slope behind the owner's two existing residences. Because the facility is located behind and is at a lower grade than the residences that are vi from Foothills Park, it would not be visible from Foothills Park or Vista Point. The facility would be cut into the hillside to minimize visibility from adjacent properties. The recreational facility is located at towards the rear and away from any public street. A large amount of landscaping is proposed to screen the site. 3 2. Development should be located away from hilltops and designed to not extend above the nearest ridgeline. The proposed facility would not be located at the top of the hill and would not extend above the ridgeline. The facility is proposed to be cut into the hillside to minimize visibility. The retaining walls would be located as close to the northern edge of the site to bring the area to be developed as far downhill as possible. 3. Site and structure design should take into consideration impacts on privacy and views of neighboring properties. The proposed recreational facility is sited to minimize views from adjacent properties. It would be located outside of setbacks, built into the hillside and away from the ridgeline to reduce massing. The applicant is also proposing to plant a substantial amount of landscaping to provide additional screening, including over twenty large specimen trees. The tennis court is designed to be used during daylight hours only. As such, only path lighting and down-lights below the arbor area are proposed. 4. Development should be clustered, or closely grouped, in relation to the area surrounding it to make it less conspicuous, minimize access roads, and reduce fragmentation of natural habitats. The new facility would be located residences. The new development would be tennis court. No new access roads preserving natural habitats. near the existing clustered around the are proposed, thus 5. Built forms and landscape forms should mimic the natural topography. Building lines should follow the lines of the terrain, and trees and bushes should appear natural from a distance. The retaining walls would follow the existing contours, to minimize retaining wall heights, and to fit in better with the existing topography. The facility would be built into the hillside, reducing the massing. The native and/or drought tolerant trees and shrubs to be planted have been specifically chosen and placed to provide screening, but also to maintain the natural look of the open space. 6. Existing trees with a circumference of 37.5 inches, measured 4.5 feet above the ground level, should be preserved and integrated into the design. 4 The proposal includes the protection and retention of all existing trees on site. 7. Cut is encouraged when it is necessary for geotechnical stability and to enable the development to blend into the natural topography. Fill is generally discouraged and should never be distributed within the driplines of existing trees. Locate development to minimize the need for grading. The grading for the project would consist of 75% cut to 25% fill to help minimize the visual impact to neighboring properties. The project includes 1,784 cubic yards of cut and 661 cubic yards of fill. The majority of graded soil, 1,123 cubic yards, would be taken offsite. The remaining fill would not be placed at the drip-lines of any existing or planned trees. 8. To reduce the need for cut potential runoff, large flat surfaces should be avoided. and 11 expanses and of to reduce impervious The facility is sited towards the middle the site to avoid adding to the footprint of the two adj acent homes. The recreational facility was cut into the hillside and designed so runoff would be minimized through the use of a slow release system to reduce the amount of runoff. 9. Buildings should use natural materials and earthtone or subdued colors. The material for all walls is limestone in a beige tone. Flagstone is proposed for the sitting areas. Both materials are of earth-tone colors. Given the configuration, the retaining walls would be the most visible element from offsite. The walls would also be covered with vines to soften the construction and allow it to blend better with the surroundings. 10. Landscaping should be native species that require little or no irrigation. Immediately adjacent to structures, fire retardant plants should be used as a fire prevention technique. The Fire Department has reviewed the plant selection and has no objections. The applicant is proposing primarily native species, with a few adaptive and drought tolerant plants. A condition of approval included to require the use of fire retardant plants. 5 11. Exterior lighting should be low-intensi ty and shielded from view so it is not directly visible from off-site. All lighting would be low voltage and kept to a minimum. Safety lights are proposed along the paths. Down-lights are proposed for beneath the arbor. The tennis court would only be illuminated for safety as no nighttime use is proposed. The project will be conditioned such that the lights will be low intensity and directed downward to avoid any impact upon surrounding property and open space lands. Criterion 12 and 13 do not apply to the project as no new roads are proposed and the development is not within an unincorporated area. SECTION 4. Site and Design Review Approval Granted. Site and Design Review Approval is granted by the City Council under Palo Alto Municipal Code Section 18.30(G) .070 for application 10PLN-00164, subject to the conditions of approval in Section 8 of the Record. SECTION 5. Conditional Use Permit Findings. 1. The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare, or convenience. The project was designed to minimize visibility from offsite locations, especially from Foothills Park and Vista Point. The tennis court would be located behind the two residential buildings and is located at a lower point. Because the tennis court sits below the residential buildings, it will not be visible from Foothills Park. The grading would reduce visibility of the court from adjacent lots. A substantial amount of landscaping, including 29 new trees, would provide additional screening. The private tennis court, for use by the property owners and their guests, is a typical accessory use for larger residential lots and would not introduce any noise impacts not customarily associated with larger residential properties. Thus, the proposed use will not be detrimental to public health, safety, general welfare or convenience. 2. The proposed use will be located and conducted in a manner in accord with the Palo Alto Comprehensive plan and the purposes of the zoning Ordinance. The proposed tennis court will be located and conducted in a manner consistent with both the Comprehensive plan and the Zoning Ordinance. The tennis court would be located outside of 6 2. The approved building materials and color scheme shall be shown on the building permit drawings. 3. dayl ight hours property owners their guests). allowed and the The recreational facility shall be used during only as a tennis court for private use by the and residents of 3230 and 3220 Alexis Drive (and Lighting to facilitate nighttime play is not court shall remain unroofed and unenclosed. 4. The transformer shall be placed inside the enclosed storage area located beneath the facility. 5. All activities and any mechanical equipment associated with the facility shall comply with the City of Palo Al to Noise Ordinance Chapter 9.10 of the Palo Alto Municipal Code. 6. The conditions of approval for 07PLN-00362 and 09PLN-0088 are still applicable as appropriate, including the requirement for landscape monitoring. 7. Any proposed exterior lighting shall be shown on the final construction drawings and shall be subj ect to the review and approval of the Palo Alto Planning Division. All lighting shall be minimal and shall direct light down and shield light away from the surrounding residences and open space lands. 8. If during grading and construction activities, any archeological or human remains are encountered, construction shall cease and a qualified archaeologist shall visit the site to address the find. The Santa Clara County Medical Examiner's office shall be notified to provide proper direction on how to proceed. If any Native American resources are encountered during construction, construction shall cease immediately until a Native American descendent, appointed by the Native American Heritage Commission of the State of California, is able to evaluate the site and make further recommendations and be involved in mitigation planning. 9. The grading plan shall be reviewed by Public Works Engineering and include provision of a Storm Water Pollution Prevention Plan (SWPPS). Grading and base course material for the driveway and turnaround shall be applied above the tree roots of adjacent trees. 10. Prior to the submittal of Building Permit application, the applicants shall submit a proposal for semi- pervious terrace areas in detailed plans showing exactly which 8 of the semi-pervious areas will be permeable and which of the semi-pervious areas will be impervious, such that 50% of the area will be permeable. No area represented as permeable paving in project plans dated May 6, 2010 shall be converted to impervious paving unless an equal are of impervious paving is converted to permeable paving, subject to the approval by the Director of Planning. 11. All measures identified by the Fire Department to address fire hazards on this site must be incorporated into the design. Tree Appraisal. In addition to the Tree Survey Report, the applicant shall submit a tree valuation for all trees to be retained and protected, as indicated on the final approval set of plans. The valuation shall be consistent the City Tree Technical Manual, Section 6.40 (each tree listed separately and formula used) . 12. Tree Disposition Plan and Site Plans. A certified arborist in conjunction with civil engineer shall develop a Tree Disposition Plan. Show property lines and delineate city right-of-way, all utilities, easements, structures and hardscape features. The Plan shall include all trees with the inventory number corresponding to the Tree Survey. Include tree related information as required in the submittal checklist, tree disclosure statement and City Tree Technical Manual (TTM) , Section 6.20 and 6.35. Clearly indicate trees to be preserved and proposed for removal. The Tree Disposition Plan shall denote Type I fencing around trees to be protected as a bold dashed line enclosing the Tree Protection Zone as shown on Detail #605, Sheet T-l, and the City Tree Technical Manual, Section 6.35-Site Plans. 13. All civil plan sheets shall include a note applying to the trees to be protected, including neighboring trees stating: "Regulated Tree--before working in this area contact the Project Arborist at (650- ---------) " 14. All provisions and recommendations contained in the Tree Survey shall be incorporated into the project. Prior to issuance of a building permit, a letter must be submitted by the project arborist stating satisfaction that the project is in substantial conformance with the recommended environmental impact mitigation measures contained in the report. 15. Landscape and irrigation plans shall be submitted to and approved by the Planning Division. Landscape and irrigation plans shall include: 9 a) All existing trees identified to be retained. b) Complete plant list indicating tree and plant species, quantity, size, and locations. Drought tolerant and native plant material compatible with the open space district shall be specified. The Plant list and Procedures for Landscaping under Native Oaks, Tree Technical Manual, Appendix L, shall be consulted. c) Irrigation schedule and plan. d) Fence locations. e) Lighting plan with photometric data. f) Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. g) Landscape plan shall include planting preparation details for trees specifying digging the soil to at least 30-inches deep, backfilled with a quality topsoil and dressing with 2 -inches of wood or bark mulch on top of the root ball keeping clear of the trunk by I-inch. h) Automatic irrigation shall be provided to all new trees. The tree irrigation system shall be connected to a separate valve from other shrubbery and ground cover, pursuant to the City's Landscape Water Efficiency Standards. Irrigation in the right-of-way requires a street work permit CPA Public Works standards of a building permit. 15. Any revision to the plans which may fect the welfare of the trees and vegetation shall be reviewed and approved by the applicant's arborist and Planning Arborist prior to implementation. 16. During construction enclosures shall be erected around trees to be protected to achieve three primary functions, 1) to keep the foliage canopy and branching structure clear from contact by equipment, materials and activities; 2) to preserve roots and soil conditions in an intact and non-compacted state and 3) to identify the Tree Protection Zone (TPZ) in which no soil disturbance is permitted and activities are restricted, unless otherwise approved. 17. Fenced enclosures shall be erected around trees to be protected to achieve three primary functions, 1) to keep the foliage canopy and branching structure clear from contact by equipment, materials and activities; 2) to preserve roots and soil conditions in an intact and non-compacted state and 3) to identify the Tree Protection Zone (TPZ) in which no soil disturbance is permitted and activities are restricted, unless otherwise approved. 18. Tree fencing shall be erected before demolition; grading or construction begins and remain in place 10 until final inspection of the project, except for work specifically allowed in the TPZ. Work in the TPZ requires approval by the project arborist or City Arborist (in the case of work around Street Trees). The following tree preservation measures apply to all trees to be retained: • No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. • The ground under and around the tree canopy area shall not be altered. • Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. • Watering Schedule. All trees to be retained shall receive monthly watering as identified in the Tree Protection Plan during all phases of construction per the City Tree Technical Manual, Section 5.45. A written log of each application of water shall be kept at the site. The City Planning Arborist shall be in receipt of this log before final inspection is requested. 19. For the life of the project, all landscape and trees shall be reasonably well-maintained, watered, fertilized, and pruned according to Nursery and American National Standards for Tree, Shrub and Other Woody Plant Maintenance-Standard Practices (ANSI A300-1995) as outlined in the Palo Alto Tree Technical Manual. Tree Preservation Report (TPR) . 20. A Tree Preservation Report for trees to be retained shall be prepared by an ISA Certified Arborist and submitted for review and approval by the Planning Arborist. The TPR shall be consistent with the City Tree Technical Manual, Section 2.00. All specific recommendations from the approved plan shall be implemented and maintained throughout construction. A Tree Protection Zone (TPZ) for each tree to be retained in which no soil disturbance is permitted shall be established and be clearly designated on all improvement plans as a bold dashed line, including grading, utility and irrigation, and show that no conflict occurs with the trees. The TPR shall specify, but not be limited to, monthly arborist inspections, pruning, protective fencing, grading limitations and any other measures necessary to insure survival of the trees. Key elements of this plan shall be printed on a Tree Protection Instructions sheet with the Project Arborist contact number. 21. Because of the importance of visual screening represented by the on site trees proposed with this project, the property owner shall ensure the survival of the tree plantings for a period of five years. The owner shall install 11 any necessary replacement trees and monitor their survival. A certified arborist shall prepare a at the end of five years documenting the condition of the trees and said report shall be forwarded to the Department of Planning and Community Environment. Any subsequent owner(s) shall also be obligated to replace any trees that die with trees of the same size and species stated on the approved building permit plans. 22. SUDDEN OAK DEATH (Best Management Practices). To deter the potential spread of sudden oak death disease in Palo Alto, the City requires that: a. All contractor activit and delivery vehicles perform the work according to the county quarantine restrictions in the attached Sudden Oak Death Best Management Practices. Violation is subject to penalty and/or prosecution. http://www.citY9f paloalto.org/environment/default.asp b. The tree protection report and project site arborist shall determine (a) whether or not it is feasible to remove any bay laurel (Umbellularia californica) within 10-feet of any oak (Quercus sp) and, (b) to evaluate with the land owner the benefits of proactive Agrifos treatments on oaks to prevent SOD infection. 23. Project te Arborist Inspection. The contractor shall call for an inspection by the Project Arborist. A final inspection and report by the project arborist shall evaluate all trees to be retained and protected, as indicated in the approved plans, the activity, health, welfare, mitigation remedies for injury, if any, and for the long term care of the trees for the new owner. The report shall provide written verification to the Planning Department that all trees, shrubs, planting and irrigation are installed and functioning as specified in the approved The final arborist report shall be provided to the Planning Department prior to written request for temporary or f occupancy. The final report will be used to navigate the security guarantee return process. 24. Soil Disturbance. Plans submitted for building permit shall include a detailed landscape plan for both the disturbed areas of the site and the construction and access areas. The landscape plan shall specify all disturbed or compacted soil areas prepared and seeded using Palo Alto Hydroseeding Specification for the Los Trancos Watershed Area. 25. The staging, storage and parking area shall be crosshatched in a designated section in the open hill de area and not in the dripline of any tree. 12 26. The following controls shall be implemented for the duration of project construction to minimize dust related construction impacts: • All active construction areas shall be watered at least twice daily. • • All trucks hauling soil, sand, be covered or shall retain freeboard. and loose materials shall at least two feet of All paved access roads, at the construction daily. parking areas, and staging areas shall be swept and watered • Streets shall be swept daily if visible soil material is carried onto adjacent public streets. 27. Construction activities shall comply with Chapter 9.10 (Noise) of the PAMC (limiting construction between the hours of eight a.m. and six p.m. Monday -Friday, nine a.m. and six p.m. on Saturday, and construction activities prohibited on Sunday and Holidays) to reduce construction-related noise impacts to less than significant levels. 28. During construction, the site shall be kept clear of debris on a daily basis. 29. If during grading and construction activities, any archeological or human remains are encountered, construction shall cease and a qualified archaeologist shall visit the te to address the find. The Santa Clara County Medical Examiner's office shall be noti to provide proper direction on how to proceed. If any Native American resources are encountered during construction, construction shall cease immediately until a Native American descendent, appointed by the Native American Heritage Commission of the State of California, is able to evaluate the and make further recommendations and be involved in on planning. 30. Perimeter fencing shall be designed to not restrict wildli movement through the project site. Planning Staff shall review and approve the proposed perimeter fence design prior to building permit issuance. 31. The property owner shall record, in a form satisfactory to the City Attorney, a property use agreement for the third parcel requiring, prior to the sale of that parcel, removal of the recreational facility and either reconfiguration or legal permission, such as an easement, for the portion of the driveway located on the third parcel. 13 32. Upon submittal of an application for a building permit, the project is required to comply with both the City's Construction & Demolition (C&D) Diversion Program (PAMC 5.24) and Green Building Program (PAMC 18.44 Tables A & B). More information and the application can be found http://www.cityofpaloalto.org/depts/pln/green building/default .asp and all questions concerning the City's Green Building Standards should be directed to Kristin Parineh at (650) 329- 2189. Fire Department 33. This project is located in the High Hazard Fire Area. The construction is to comply with the 2007 CA Building Code Chapter Public Works Engineering 34. GRADING & DRAINAGE PERMIT: A Grading and Excavation Permit from the Public Works at the Development Center is required before a building permit can be issued if more than 100 cubic yards of soil is to be cut, filled and/or stored. Provide cut and fill soil quantities in the plans. Refer to Public Works' website for "Excavation and Grading Permit Instructions". Due to the sensitive nature of this project, no grading work shall take place from October 1 to April 15 (or before the rainy season ends, as determined by the City Engineer) . SIDEWALK, CURB & GUTTER: As part of this project, the applicant must replace those portions of the existing sidewalks, curbs, gutters or driveway approaches in the public right-of-way along the frontage(s) of the property that are broken, badly cracked, displaced, or non-standard, and must remove any unpermitted pavement in the planter strip. Contact Public Works' inspector at 650-496-6929 to arrange a site visit so the inspector can determine the extent of replacement work. The site plan submitted with the building permit plan set must show the extent of the replacement work or include a note that Public Works' inspector has determined no work is required. The plan must note that any work in the right-of-way must be done per Public Works' standards by a licensed contractor who must first obtain a Street Work Permit from Public Works at the Development Center. 35. STREET TREES: The applicant may be required to replace existing and/or add new street trees in the public right-of-way along the property's frontage. Call Public Works' arborist at 650-496-6905 to arrange a site visit so he can determine what street tree work, if any, will be required for this project. The site plan submitted with the building permit plan set must show the street tree work that the 14 arborist has determined, including the tree species, size, location, staking and irrigation requirements. The plan must note that in order to do street tree work, the applicant must first obtain a Permit for Street Tree Work in the Public Right-of-Way from Public Works' arborist. 36. GRADING & DRAINAGE PLAN: The plan set must include a grading & drainage plan prepared by a licensed professional that includes existing and proposed spot elevations and drainage flow arrows to demonstrate proper drainage of the site. The plan must show subgrade drainage systems and how the drainage will work within the site. Grading will not be allowed that increases drainage onto, or blocks existing drainage from, neighboring properties. Public Works generally does not allow rainwater to be collected and discharged into the street gutter. 37. STORM WATER POLLUTION PREVENTION: The City's full-sized "pollution Prevention -It's Part of the plan" sheet must be included in the plan set. Copies are available from Public Works at the Development Center or on our website. 38. IMPERVIOUS SURFACE AREA: If the project will create or replace 500 square feet or more of impervious surface, the applicant shall provide calculations of the existing and proposed impervious surface areas with the building permit application. The Impervious Area Worksheet for Land Developments form and instructions are available at the Development Center or on our website. SECTION 9. Term of Approval. Site and Design Approval. In the event actual construction of the project is not commenced within two years of the date of council approval, the approval shall expire and be of no further force or effect, pursuant to Palo Alto Municipal Code Section 18.82.080. SECTION 10. Indemnity Clause. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the "indemnified parties") from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City its actual attorneys fees and costs incurred in defense of the litigation. The City may, in its 15 sole discretion, elect to defend any such action with attorneys of its own choice. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney PLANS AND DRAWINGS REFERENCED: APPROVED: Director of Planning and Community Environment 1. Those plans prepared by Suzman and Cole Design Associates, titled "Open Space LLC Tennis Court", consisting of 13 pages, dated May 6, 2010, and received on September 20, 2010. 16 ENVIRONMENTAL CHECKLIST FORM City of Palo Alto Department of Planning and Community Environment PROJECT DESCRIPTION: Request for a Site and Design Review and ConditionallJse Permit to allow a new 8,897 sq. ft. recreational facility (tennis court) and related improvements associated with an existing residence in the Open Space Zoning District located at 3208 Alexis Drive. Zone District: OS 1. PROJECT TITLE Open Space, LLC 3208 Alexis Dr. Palo Alto, California 2. LEAD AGENCY NAME AND ADDRESS City of Palo Alto Deprutment of Planning and Community Environment 250 Hamilton Ave. Palo Alto, CA 94303 3. CONTACT PERSON A:r-.'D PHONE NUMBER Elena Lee, Senior Planner City of Palo Alto 650-617-3196 4. PROJECT SPONSOR'S NAME AND ADDRESS Dustin Moore Suzman and Cole Design Associates 1265 Battery Street, 5th floor San Francisco, CA, 94111 5. APPLICATION NUMBER IOPLN-00164 6. PROJECT LOCATION 3208 Alexis Drive Palo Alto, CA Parcel Numbers: 182-54-008 The project site is located in the southwest section of the City of Palo Alto, in the northern prut of Santa Clara County, west of U.S. Highway 101 and of State Route 82 (EI Camino Real), as 3208 Alexis Drive/10PLN·00164 Page 1 Negative Declaration shown on Figure 1, Regional Map. The project site is located at the terminus of Alexis Drive in the Palo Alto Foothills. The improvements are proposed for one of three parcels that make up this site and down slope from the existing two residences, which are under the same ownership. The propelty is located adjacent to Foothills Park and near Arastradero Creek. The adjoining properties to the north, south, east and west are open space parkland owned by the City, as shown on Figure 2, Vicinity Map. 7. GENERAL PLAN DESIGNATION: The General Plan designation is Single Family Residential, per the Palo Alto 1998 " 2010 Comprehensive Plan. This land use designation allows one main dwelling unit on each lot, as well as conditional uses requiring permits such as churches and schools. Specific areas may be zoned to allow second units or duplexes where they would be compatible with neighborhood character and not create traffic and parking problems. 8. ZONING The subject site is zoned OS (Open Space) [regulated by the Palo Alto Municipal Code (PAMC) Chapters 18.28]. The specific regulations of this chapter and the additional regulations and procedures established by other relevant chapters of the Zoning Code shall apply to the OS Open Space. The project, a private recreational use accessory to a residence, is pelmilted as a condilionaluse in this zone district. 9. PROJECT DESCRIPTION The proposal is for a Site and Design Review and Conditional Use Permit approval of a private recreational use (tennis COUlt) on a vacant parcel of a three-parcel single family residential property under the same ownership. The modifications include additional landscaping for screening, an outdoor dining area with counter and sink, an approximately 150 sq. ft. storage area built into the hillside under the tennis court and retaining walls. No changes are [lroposed to the existing residential buildings. The project includes substantial landscaping changes that will involve grading approximately 2,445 cubic yards of dirt, which includes 2,784 cubic yards of cut and 661 cubic yards of fill, to create a flat surface for the tennis court. No trees are proposed to be removed as part of this project. Approximately 26 new trees would be planted to provide screening. SURROUNDING LAND USES AND SETTING The project site is bounded by Alexis Drive to the east and sun'ounded by City owned Foothills Park to the nOlth, south and east. The closest single-family residences are located to the north along Alexis Drive. 11. OTHER PUBLIC AGENCIES • County of Santa Clara, Office of the County Clerk-Recorder 3208 Alexis Drive/l0PLN-00164 Page 2 Negative Declaration ENVIRONMENTAL CHECKLIST AND DISCUSSION OF IMPACTS EVALUA TlON OF ENVIRONMENTAL IMPACTS 1) A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. [A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved (e. g. the project falls outside a fault rupture zone), A "No Impact" answer should be explained where it is based on project-specific factors as well as general standards (e. g. the project will not expose sensitive receptors to pollutants, based on a project-specific screening analysis).] 2) All answers must take account of tbe whole action involved, including off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as well as operational impacts. 3) Once the lead agency has determined that a particular physical impact may occur, then the checklist answers must indicate whether the impact is potentially significant, less than significant with mitigation, or less than significant. Potentially Significant Impact" is appropriate if there is substantial evidence that an effect may be significant. If there are one or more "Potentially Significant Impact" entlies when the determination is made, an EIR is required. 4) "(Mitigated) Negative Declaration: Less Than Significant With Mitigation IncOlporated" applies where the incOlporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less than Significant Impact." The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Section 17, "Earlier Analysis," may be cross-referenced). 5) Earlier analysis may be used where, pursuant to the tieling, program EIR, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063 (C)(3) (D). In this case, a brief discussion should identify the foJlowing: a) Earlier Analysis Used. Identify and state where they are available for review. b) Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c) Mitigation Measures. For effects that are "Less than Significant with Mitigation Measures IncOlporated," describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site-specific conditions for the project. 6) Lead agencies are encouraged to incorporate into the checklist references to information sources for potential impacts (e.g. general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. 3208 Alexis Drive/10PLN-00164 Page 3 Negative Declaration I 7) SUPPOlting Information Sources: A source list should be attached, and other sources used or individuals contacted should be cited in the discussion. 8) The explanation of each issue should identify: a) the significance criteria or threshold, if any, used to evaluate each question; and b) the mitigation measure identified, if any, to reduce the impact to less than significance. DISCUSSION OF IMPACTS The following Environmental Checklist was used to identify environmental impacts, which could occur if the proposed project is implemented. The left-hand column in the checklist lists the source(s) for the answer to each question. The sources cited are identified at the end of the checklist. Discussions of the basis for each answer and a discussion of mitigation measures that are proposed to reduce potential significant impacts are included. A AESTHETICS . Issues and Supporting Information Sources Potentially Potentially Less Than No Resources Signincant Slgnlllcant Signillcant Impact Issues Unless Impact Would the project: Mitigation Incorporated a) Subslantially degrade the existing visual X character or qualily of the site and ils surroundings? 1,2,3,5, 8 I --b) Have a substantial adverse effect on a X public view or view corridor? 1,2,3,5, 8 0) Substantially damage scenic resources. ineluding, but not limited to, trees, rock 1. 2. 3.5, X outcroppings, and historic buildings within 8 a slate scenic highway? ....... _ .. _ .. _ .. _ ... _ .... _ ... _ ... d) Violate existing Comprehensive Plan I, 2. 6, 12 X policies regarding visual resources? e) Create a new source of substantial light or X glare which would adversely affect day or nighttime views in the area'? 1~2,3.5. 8 f) Substantially shadow public open space L 2, 3, 5. X (other than publie streets and adjacent 8 sidewalks) between 9;00 a.m. and 3:00 p.m. from September 21 to March 21? DISCUSSION: The proposed project is subject to the Site and Design Review Process to ensure compliance with the City of Palo Alto Municipal Code and Comprehensive Plan policies and to allow public review. The recreational facility is also a conditional use subject to the Conditional Use Permit process to ensure that the project would not negatively impact the subject site, the immediate area or the City. The project consists of a new tennis COUlt. landscaping for screening purposes, retaining walls, a small storage 3208 Alexis Drive110PLN-00164 Page 4 Negative Declaration I facility built into tbe billside, and a trellis. The majority of the site is developed with two single family residences and no additional buildings are proposed. The existing residences are located on a high point of the property and are visible from Vista Point in Foothills Park. However, the proposed recreational facility is located down slope of the residences and would not be visible from Foot Hills Park. The applicant is proposing to utilize primarily native tree species to provide substantial scrcening around the new facility. The applicant is proposing to cut morc than fill to minimize appearance of the tcnnis court. The retaining walls would consist of limestone and vine plantings to blend better into the hillside and to soften the appearance. All other materials, including the trellis, have been designed to blend with the sUiToundings. The project is not located in or near any scenic highways. Mitigation Measures: None. B. AGRICULTURAL RESOURCES Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated aj Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and 1,2,5 Monitoring Program of the California X Resource~ .. Jl.gency, to non-agricultural use? b) Conflict with existing zoning for agricultural 1,2,5 c) use. or a Williamson Act contract? X ... ~~---- Involve other changes in the existing environment which, due to their location or nature, could result in conversion of 1,2,5 X Farmland, to non-agricultural use? DISCUSSION: The site is not located in a "Prime Farmland", "Unique Fatmland", or "Farmland of Statewide Importance" area, as shown on the maps prepared for the Farmland Mapping and Monitoring Program of the California Resources Agency. The site is not zoned for agricultural use, and is not regulated by the Williamson Act. Mitigation Measures: None. 3208 Alexis Driven OPLN-00164 Page 5 Negative Declaration C. AIR QUALITY Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Signilieant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated a) Conflict with Or obstruct with implementation , X of the applicable air quality plan (1982 Bay 1,2,5,9 I Area Air Quality Plan & 2000 Clean Air Plan)? I b) Violate any air quality standard or contribute X substantially to an existing or projected air 1,2,5,9 quality violation i.ndicated by the following: i. Direct and/or indirect operational 1,2,5,9 X emissions that exceed the Bay Area Air Quality Management District (BAAQMD) criteria air pollutants of 80 punds per day andlor 15 tons per year for nitrogen oxides (NO), reactive organic gases (RaG), and fine particulate maUer of less than 10 microns in diameter (PMw); ii. Contribute to carbon monoxide (CO) 1,2,5 X concentrations exceeding the State Ambient Air Quality Standard of nine parts per million (ppm) averaged over eight hours or 20 ppm for one hour (as demonstrated by CALINE4 modeling, which would be performed when a) project CO cmissions exceed 550 pounds per day or 100 tons per year; or b) project traffic would impact intersections or roadway links operating at Level of Service (LOS) D, E Or F or would cause LOS to decline to D, E Or F; or c) project would increase traffic volumes on nearby roadways by 10% or more)? c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an X applicable federal or slale ambient air qualilY 1,2,5 standani (including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial levels of toxic air contaminants? 1,2,5 X i. Probability of contracting cancer for the 1,2,5 Maximally Exposed Individual (MEl) X exceeds jOin one million ii, Ground-level concentrations of non-1,2,5 carcinogcnic TACs would result in a X hazard index greater than one (I) for the MEl . e) Create objectionable odors affecting a X substantial number of people? 1,2,5 ~ l'<9tilIlplelllent all applicable construction 1,2,5 X 3208 Alexis Drive/1 OPLN-Q0164 Page 6 Negative Declaration I Issues and Supporting Information Resources Sonrces Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated emission control measures recommended in the Bay Area Air Quality Management District CEQA Guidelines? DISCUSSION: The subject project will not generate more vehicle tdps because no additional buildings or any substantial additions are proposed. The project site is not located in an area that contains uses or activities that are major pollutant emitters. The project is not expected to result in a significant impact on air quality. The project may result in temporary dust emissions due to construction activity. The City of Palo Alto uses the Bay Area Air Quality Management District's (BAAQMD) thresholds of significance for air quality impacts, as follows: Construction Impacts: The project would involve demolition, excavating, grading. and paving activities which could cause localized dust related impacts resulting in increases in particulate matter (PMIO). Dust related impacts are eonsidered potentially significant but may be mitigated with the application of standard dust control measures. Construction equipment would also emit NO, and ROC. However, in order for emissions from construction equipment to be considered significant, the project must involve the extensive use of construction equipment over a long pedod of time. Based on the size of the proposed project. emissions of NO, and ROC are anticipated to be less than significant. The project would be subject to the following City's standard conditions of approval: The following controls shall be implemented for the duration of project construction to minimize dust related construction impacts: • All active construction areas shall be watered at least twice daily. • All trucks hauling soil, sand, and loose matetials shall be covered or shall retain at least two feet of freeboard. • All paved access roads, parking areas, and staging areas at the construction site shall be swept and watered daily. • Submit a plan for the recovery/recycling of demolition waste and debtls before the issuance of a demolition permit. • Sweep streets daily if visible soil material is can'ied onto adjacent public streets. Mitigation Measures: None. 3208 Alexis Drive/10PLN·00164 Pagel Negative Declaration D BIOLOGICAL RESOURCES Issues and Supporting Information Resources Sources Polentially Potentially Less Than No Significant Significant Significant Impact Wonld the project: Issues Unless Impact I Mitigation Incorporated a) Have a substantial adverse effect. either directly or through habitat modifications. on any species identified as a candidate, sensitive, or special status species in local or regional 1.2-X plans. policies, or regulations, or by the MapNI,5, California Department of Fish and Game or U.S. Fish and Wildlife Service? b) Have a substantial adverse effect on any : riparian habitat Of other sensitive natural community identified in local or regional plans. 1,2-X i policies. regulations, including federally MapNI,5, I ,ro~.d wo""'" • Mmm " ''''roo '" of Ihe Clean Water Act (including, but not limited to. marsh. vernal pool, coastal, etc.) through direct removal, filling. hydrological interruption, or other means? : cJ Interfere substantially with the movement of I any native resident or migratory fish or wildlife I. X : species or with established native resident or migratory wildlife corridors, or impede the lise 2-MapNI • -.... 9.Lnati ve wHdl!fe nursery sites? 5, - d) Conflict with any local policies or ordinances i protecting biological resources, such as a tree X preservation policy or as defined by the City of 1,2,3,5, Palo Alto's Tree Preservation Ordinance 7,8,9 (Municipal Code Section 8.1O)? e) Conflict with any applicable Habitat Conservation Plan, Natural Community X Conservation Plan, or other approved local. 1,2,5,7,8. regional, or state habitat conservationplan? 9 DISCUSSION: The project would not impact biological resources. No trees are proposed for removal. The applicant is proposing to plant 26 new native specie trees to provide additional screening, In the immediate vicinity of the project, there are no tiparian or tree habitats for the candidate, sensitive, or special status species in the area. No endangered, threatened, or rare animals, insects and plant species have becn identified at this site. Tree preservation guidelines will be incorporated into the conditions of approval stich that the project will not have a significant impact on the code protected trees and the project will have no impact on any other biological resources. The proposed project will have no impact on biological resources and will require no mitigation. Per the standard conditions of approval requiring protection of trees. the project would result in a Jess than significant impact to biological resources. Mitigation Measures: None. 3208 Alexis Drive/1 OPLN-00164 Page 8 Negative Declaration : , E CULTURAL RESOURCES . Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Significan t Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated aj Directly or indirectly destroy a local cultural I resource that is recognized by City Council X resolution? b) Cause a substantial adverse change in the significance of an archaeological resource 1,2-X pursuant to 15064.5'1 MapL8 c) Directly or indirectly destroy a unique I paleontological resource or site or unique 1,2-X geologic feature? MapL8 d) Disturb any human remains, including those 1,2-X interred outside of formal cemeteries? MapLS e) Adversely affect a historic resource listed or f) a) eligible for listing on the National andlor X California Register, or listed on the City's 1,2- Historic Inventory? MapL7 Eliminate important examples of major periods 1,2 of California history or prehistory? X DISCUSSION: The Comprehensive Plan indicates that the site is in a moderate archaeological resource sensitivity zone. Most of the City area east of Interstate 280 is designated in this zone. A standard condition of approval would require Archaeological Monitoring and Data recovery Plan (AMDRP) be prepared by a qualified archaeologist if any archaeological or human remains are encountered during grading or construction activities. The Santa Clara County Medical Examiner's office would be notified to provide proper direction on how to proceed. If any Native American resources are encountered during construction, construction would cease immediately until a Native American descendant, appointed by the Native American Heritage Commission of the State of Califomia, is able to evaluate the site and make further recommendations and be involved in mitigation planning. Mitigation Measures: None. F. GEOl,OGY, SOILS AND SEISl\;flCITY Issues and Supporting Information Resources Sources Potentlany Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated Expose people or structures to potential substantial adverse effects, including the risk of See below L-.. loss, injury, or death involving: 3208 Alexis Drive/l0PLN-00164 Page 9 Negative Declaration , i) Rupture of a known earthquake fault, as delineated on the most reeent Alquist-X Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area 2-MapN- or based on other substantial evidence of a 5,5, known fault? Refer to Di vision of Mines and Geolog)' Special Publication 42. ii) Strong seismic ground shaking? 2-MapN- 10,5 X iii) Seismic· related ground failure, including liquefaction? 2-MapN5. X 5, iv) Landslides? 2-MapN5, 5 X b) Result in substantial soil erosion or the loss of topsoil? 1,2,5 X "- c) Result in substantial siltation? 1,2,5 X d) Be located on a geologic unit or soil that is unstable, or that would become unstable as a ! result of the project, and potentially result in on· or off-site landslide, lateral spreading. 2-MapN5. X subsidence, liquefaction.or collapse'? 5 i ! e) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or 2-MapN5, X property? 5 f) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not 1,5, available for t~e disposal of was,te water? X .... ,- g) Expose people or property to major geologic hazards that cannot be mitigated through the l. 4, 5, X use of standard engineering design and seismic safety techniques? DISCUSSION: The entire state of California is in a seismically active area. According to the Comprehensive Plan the project site is not in an area that is subject to very strong ground shaking in the event of an earthquake or in an area subject to expansive soils, surface rupture, liquefaction, or earthquake induced landslides. Development of the proposed project would be required to confonn to all requirements in the Uniform Building Code, which includes provisions to ensure that the design and construction of all buildings includes provisions to resist damage from earthquakes to the extent feasible and acceptable. The potential onsite exposure to geological hazard~ will therefore be less than significant. No mitigation is required. The Public Works Department has found the proposed grading plan consistent with City requirements. Standard conditions of approval require submittal of a final grading and drainage plan for the project for approval by the Public Works Department prior to the issuance of a building pennit. The application of standard grading. drainage, and erosion control measures as a pan of the approved grading and drainage plan is expected to avoid any grading-related impacts. 3208 Alexis Drivell0PLN-00164 Page 10 Negative Declaration The projeet will not involve the use of septic tanks or altemative wastewater disposal systems. Mitigation Measures: None. G HAZARDS AND HAZARDOUS MATERIALS . - I Issues and Supporting Information Resources Sources Potentially Potentially Less Than No~ Significant Significant Significant Impact I Would the project: Issues Unless Impact Mitigation Incorporated aj Create a significant hazard to the public or the environment through the routing transport. use, X or disposal of hazardous materials? 1,5 -_. b) Create a significant hazard to the public or the environment through reasonably foreseeable X upset and accident conditions involving the release of hazardous materials into the 1,5 environment? c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances. or X waste within one~quarter mile of an existing or 1,5 proposed school? d) Construct a school on a property that is subject to hazards from hazardous materials X contamination, emissions or accidental release? , d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant X to Government Code Section 65962.5 and, as a I, 2- result, would it create a significant hazard to MapN9, the public or the environment? 5 • e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or X public use airport, would the project result in a safety hazard for people residing or working in 1,2 the project area? I) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working the 1,2 X project area? g) Impair implementation of or physically interfere with an adopted emergency response 1,2· X plan or emergency evacuation plan? MapN7 I h) Expose people or structures to a significant risk X of loss, injury, or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are 2·MapN7 intermixed with wildlands? i) Create a significant hazard to the public or the environment from existing hazardous materials 1,6 X contamination by exposing future occupants or users of the she to contamination in excess of 3208 Alexis Drive/10PLN-00164 Page 11 Negative Declaration g) Place housing within a 100-year flood hazard area as mapped On a federal Flood Hazard 1,2,5 Boundary Or Flood Insurance Rate Map or other flood hazard delineation map? X , h) Place within a 100-year flood hazard area structures which would impede Or redirect 2-MapN6 X flood flows? i) Expose people or structures to a significant risk of loss, injury or death involve noodmg, X including flooding as a result of the failure of a 2-MapN6 levee or dam or being located within a 100-year N8 firxxl hazard area? j) Inundation by seiche, tsunami, or mudtlow? 2-MapN6, X N8 k) Result in stream bank instability? 2-MapN6, X a) N8 DISCUSSION: The project site is not located in an area of groundwater recharge, and will not deplete groundwater supplies. The project site is not located in a lOO-year flood hazard area and would not impede or redirect flood flows. The project site is not in an area that is subject to seiche, tsunami, or mudflow. With the City's required conditions of approval, the water impacts of the project will not be significant The majority of the site will remain permeable, The project will create a de minimum contribution because the site is already developed with two buildings and the project. The new third parcel will only be minimally changed with the addition of a new driveway with permeable pavers, perimeter trail and spa. The environmental conditions will essentially be the same whether or not the project is implemented. The standard conditions of the project approval require that a grading and drainage plan be submitted which includes drainage patterns on the site and from adjacent properties, and an erosion control plan. The contractor will be required to incorporate best management practices (BMPs) for storm water pollution prevention in all construction operations, in conformance with the Santa Clara Valley Nonpoint Source Pollution Control Program. Mitigation Measures: None. I LAND USE AND PLANNING . Issues and Supporting Information Resources Sources Polentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact MitIgation Incorporated Physically divide an established community'? 1,2 X b) Conflict with any applicable land use plan. policy. or regulation of an agency with jurisdiction over the project (including. but not X limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an 1,2,3,5 environmental effect? 3208 Alexis Drive/1QPLN-00164 Page 13 Negative Declaration Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issnes Unless Impact Mitigation Incorporated 0) Conflict with any applicable habitat conservation plan or natural community 1,2 X conservation plan? d) SubstantiaHy adversely change the type or 1,2,5 intensity of existing or planned land use in the X area? eJ Be incompatible with adjacent land uses or with 1,2,3,5 ! the general character of the surrounding area, X including density and building height? -~-------f) Contlict with established residential, 1,2,5 recreational. educational, religious, or scientific X uses .of an area'! g) Convert prime farmland, unique farmland, or 1,2,5 farmland of statewide importance (farmland) to X non~agricultural use'! DISCUSSION: The proposed project is for a ptivate recreational facility on a vacant parcel under the same ownership as the two adjacent parcels developed with one primary residence and one guest house. Recreational uses in the Open Space Zoning district may be allowed as primary use via a conditional use permit. The Policy L-J of the 1998·20 I 0 Palo Alto Comprehensive Plan encourages the City to retain undeveloped land west of the Foothill Freeway and Junipero Serra as open space, with allowances made for very low- intensity development consistent with the open space character of the area. The project, consisting of one recreational facility associated with an adjacent residential use, is consistent with this policy. The project site is west of the Foothill Freeway and is located within the City's Urban Service Area (map L-2 of the Comprehensive Plan). The Palo Alto Comprehensive Plan land use designation for the project site is Single Family Residential and one residence is permitted on each of the parcels of the project site. The project's impervious coverage is less than the maximum impervious area allowed on the vacant parcel. The applicant is not proposing to place a house on the parcel, but a private recreational facility for the use of residents of adjoining homes under the same ownership The proposed architectural and site changes comply with the Site and Design development regulations and conform to the intent of the Open Space zone district. The design is consistent and compatible with applicable elements of the Palo Alto Comprehensive Plan in that the design promotes the following policies for development in the Open Space, including: Policy N-6: Through implementation of the Site and Design process and the Open Space zone district regulations (P AMC 18.28), minimize impacts of any new development on views of the hillsides, on the open space character, and the natural ecology of the hillsides. The applicant proposes grading that utilizes more cut than fill and materials that blend with the adjacent buildings and hillside. ft is located behind the existing residences and on the down slope of the property, so that the new facility would not be visible from Foothills Park. The view of the facility as proposed from down slope would be interrupted by vegetation proposed with this project and limited because it will be cut into the hillside. No lights are proposed for the tennis court. The project will comply with all plans for conservation of biological resources as mitigated, and would not impact farmland. 3208 Alexis Drive/1 OPLN·00164 Page 14 Negative Deolaration ! Mitigation Measures: None. J. MINERAL RESOURCES Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation In~()rporated a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? 1,2 X b) Result in the loss of availability of a locaUy- important mineraJ resource recovery site delineated on a local general plan, specific plan 1,2 X or other land use plan? DISCUSSION: The City of Palo Alto has been classified by the California Department of Conservation (DOC), Division of Mines and Geology (DMG) as a Mineral Resource Zone I (MRZ-I). This designation signifies that there are no aggregate resources in the area. The DMG has not classified the City for other resources. There is no indication in the 2010 Comprehensive Plan that there are locally or regionally valuable mineral resources within the City of Palo Alto. Mitigation Measures: None. K NOISE . Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated a) Exposure of persons to or generation of noise X levels in excess of standards established in the local general plan or noise ordinance, or 1,2,5 ap~licable.standards of other agencies? b) Exposure of persons to Of generation of X excessive ground borne vibrations or ground 1,2,5) borne noise levels? c) A substantial permanent increase in ambient X noise levels in the project vicinity above levels 1,2,5 existing without .. t~.e .. project? d) A substantial temporary or periodic increase in X ambient noise levels in the project vicinity abov~..Ievels existing without the project? 1,2,5 e) For a project located within an airport land use X plan or, where such a plan has not been adopted, would the project expose people residing or working in the project area to 1,2 excessive noise levels? ----- 3208 Alexis Drive/10PLN-00164 Page 15 Negative Declaration i ! --Issues and Supporting Infonnalion Resources Sources Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated f) For a project within the vicinity of a private X airstrip, would the project expose people I residing or working in the project area to 1.2 excessive noise levels? I g) Cause the average 24 hour noise level (Ldn) to 1,2,5 X increase by 5.0 decibels (dB) or more in an existing residential area, even if the Ldn would remain below 60 dB'! hl Cause the Ldn to increase by 3.0 dB or more in 1,2,5 X an existing residential area, thereby causing the Ldn in the aJ'ea to exceed 60 dB'1 i) Cause an increase of 3.0 dB or more in an 1,2,5 X existing residential area where the Ldn J) currentl,)' exceeds 60 dB? Result in indoor noise levels for residential 1,2,5 X development to exceed an Ldn of 45 dB? k) Result in instantaneous noise levels of greater 1,2,5 X ! 1) than 50 dB in bedrooms or 55 dB in other rooms in areas with an exterior Ldn of 60 dB or greater'? Generate construction noise exceeding the 1,2,5 X daytime background Leq at sensitive receptors by to dBA or more? DISCUSSION: Grading and new construction may result in temporary increases in local ambient noise levels. Typical noise sources would include mecbanical equipment associated with demolition, excavation, grading and noise of construction in the building. Such noise will be short tenn in duration. The City's standard conditions of approval limit the bours of construction and require tbat the applicant comply with the requirements of the Palo Alto Noise Ordinance, Chapter 9.10 PAMC, Once completed, long-term noise associated with the revised project would he from recreational activities on the tennis court and would be within acceptable noise limits typically associated with residential uses. The proposed tennis court is an accessory use that is associated with an existing residence. Therefore. no noise impacts are anticipated. The project site is not located within an airpOlt land use plan or within the vicinity of a private airstrip. Mitigation Measures: None. 3208 Alexis Drive/10PLN-00164 Page 16 Negative Declaration L. POPULATION AND HOUSING Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Significant Significant Significant Impact Would the project: Issues Unless Impact Mitigation Incorporated a) Induce substantial population growth in an area, either directly (for example, by proposing X new homcs and businesses) or indircctly (for 1,2,5 example, through extension of roads or other infrastructure)? b) Displace substantial numbers of existing housing, necessitating the construction of X replacement housing elsewhere? 1,5 c) Displace substantial numbers of people, necessitating the construction of replacement X housing elsewhere? 1,5 d) Create a substantial imbalance between 1,2 X employed residents and jobs? e) Cumulatively exceed regional or local 1,2 population projections? X DISCUSSION: The project is for a recreational facility for an existing residential property. No additional population or housing impacts are anticipated because no additional buildings are proposed. Mitigation Measures: None. M PUBLIC SERVICES Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Impact Significant Significant Significant Would the project: Issues Unless Impact Mitigation Incorporated a) Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: 1,2 X Fire protection? 1,2 X Police protection? 1,2 X Schools? 1,2 X 3208 Alexis Drive/10PLN-00164 Page 17 Negative Declaration Issues and Snpporting Information Resources Sources Potentially Potentially Less Than No Impact Significant Significant Significant Would the project: Issues Unless Impact i Mitigation Incorporated Parks? !,2 X Olher public DISCUSSION: The site is presently served by the Palo Alto Fire Department. The proposed changes will not impact presenl Fire Dislricl service 10 the site or area. The project would, as a condition of approval, be required to comply with all Fire Department requirements for fire safety. Police The site is located within the jurisdiction of the Palo Alto Police Department. The proposed changes will not result in the need for additional police officers, equipment or facilities. Schools No direct demand for school services would result from the project, as the proposal does not generate an increase in population and residents to Palo Alto Parks No direct demand for additional parks would result from the project, as the proposal does not generate an increase in population and residents to Palo Alto. Other Public Facilities The project will not result in impacts to other governmental agencies because the project is small in size. Mitigation Measures: None N RECREATION . Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Impact Significant Significant Significant Would the project: Issues Uuless Impact Mitigation Iucorporated a) WouJd the project increase the use of' existing neighborhood and regional parks or X other recreational facilities such that substantial physical deterioration of the 1,5 facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which X might have an adverse physical effect on the 1,5 environment? i i 3208 Alexis Drive/10PLN·00164 Page 18 Negative Declaration DISCUSSION: The proposed project is for a recreational facility for two existing residences under the same ownership. Therefore, it would not have any significant impact on existing parks, nor include or require construction of additional recreational facilities. Mitigation Measures: None. O. TRANSPORTATION AND TRAFFIC Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Impact Significant Significant Significant Would the project: Issues Unless Impact Mitigation Incorporated a) Cause an increase in traffic which is substantial in relation to the existing traffic X load and capacity of the street system (i.e., 1,5 result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections)? b) Exceed, either individually or cumulatively, a level of service standard established by the X county congestion management agency for 1,5 designated roads or highways? c) Result in change in air traffic patterns, including either an increase in traffic levels X or a change in location that results in 1,5 substantial safety risks? d) Substantially increase hazards due to a design feature (e.g., sharp curves or X dangerous intersections) or incompatible 1,5 uses (e.g., farm equipment)? e) Result in inadequate emergency access? 1,2 X f) Result in inadequate parking capacity? 1,2,5 X g) Conflict with adopted policies, plans, or programs supporting alternati ve X transportation (e.g., pedestrian. transit & 1,2,5 bicycle facilities)? h) Cause a local (City of Palo Alto) intersection 1,2,5 to deteriorate below Level of Service (LOS) X D and cause an increase in the average stopped delay for the critical movements by four seconds or more and the critical volume/capacity ratio (V /C) value to increase by 0.01 or more? i) Cause a local intersection already operating at 1,2,5 LOS E or F to deteriorate in the average X stopped delay for the critical movements by four seconds or more? 3208 Alexis Drive/10PLN-00164 Page 19 Negative Declaration ! Issues and Supporting Information Resources Sources Potentially Potentially l.ess Than No Impact Siguificant Significant Significant Would the project: Issues Unless Impact Mitigation Incorporated j) Cause a regional interseetion to deteriorate 1,2,5 from an LOS E or better to LOS F or cause critical movement delay at such an intersection already operating at LOS F to increase by four seconds or more and the critical VIC value to increase by 0.01 or more? k) Cause a freeway segment to operate at LOS F 1,2,5 or contribute traffic in excess of I % of segment capacity to a freeway segment already operating at LOS F? I) Cause any change in traffic that would 1,2,5 increase the Traffic Infusion on Residential Environment (TIRE) index by 0.1 or more? m) Cause queuing impacts based on a 1,2,5 comparative analysis between the design queue length and the available queue storage capacity? Queuing impacts include, but are I not limited to, spillback queues at project . access locations; queues at turn fanes at intersections that block through traffic; queues at lane drops; queues at one intersection that extend back to impact other intersections, and spillback queues on ramps. n) Impede the development or function of 1,2,5 planned pedestrian or bicycle facilities? 0) Impede the operation of a transit system as a 1,2,5 resu1t of congestion? p) Create an operational safety hazard? 1,5 I DISCUSSION: The project is proposing only a private recreational facility, which is customarily associated with a residence; in this case, the home(s) are on adjoining properties. No traffic impacts will result in the project. Mitigation Measures: None. P. UTILITIES AND SERVICE SYSTEMS -- X X X X X X X Issues and Supporting Information Resources Sources Potentially I Potentially I Less Than I No Impact Signillcant Signillcant Significant Would the project: Issues Unless Impact Mitigation Incorporated a) Exceed wastewater trealment requirements of the applicable Regional Water Quality Control Board? 1,2 X 3208 Alexis Drive/10PLN-00164 Page 20 Negative Declaration I Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Impact Significant Significant Significant Would the project: Issues Unless Impact Miligntion Incorporated b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities. the X construction of which could cause significant 1,2 environmental effects? c) Require or resuil in the construction of new storm water drainage facilities or expansion of existing facilities, tbe construction of X which could cause significant environmental 1,2 effects? • d) Have sufficient water supplies available to serve the project from existing entitlements and resources. or are new or expanded 1,2 X entitlements needed? eJ Result in a determination by the wastewater treatment provider which serves Or may serve the project that it has inadequate X capacity to serve the project's projected demand in addition to the provider's existing I commitments? .. _- f) Be served by a landfill with sufficient permitted capacity to accommodate the project's solid wasle disposal needs? 1 X .. g) Comply with federal, state, and local statutes and regulations related to solid waste? I X h) Result in a substantial physical deterioration I of a public facility due to increased use as a result of the I'roject? X DISCUSSION: The proposed project is for a recreation facility for an existing residence on adjacent property and would not significantly increase the demand on existing utilities and service systems or use resources in a wasteful or inefficient manner. Mitigation Measures: None 3208 Alexis Drivel1 OPLN·00164 Page 21 Negative Declaration ! Q. MANDATORY FINDINGS OF SIGNIFICANCE Issues and Supporting Information Resources Sources Potentially Potentially Less Than No Impact Significant Significant Significant Would the project: Issues Unless Impact Mitigation Incorporated aJ Does tbe project have the potential to degrade the quality of the environment, X substantially reduce the babitat of a fisb Or wildlife species, cause a fish Or wildlife population 10 drop below self-sustaining 1,2-Map levels, threaten to eliminate a plant Or animal LA,5 community; reduce tbe number or restrict the range of a rare Or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a X project are considerable when viewed in connection with the effects of past projects, 1,2,5 the effects of other current projects, and the effects of probable future projects)? c) Does the project have environmental effects which will cause substantial adverse effects X on human beings! either directly or 1,5, ! indirect! y? DISCUSSION: The project would not have an impact on fish or wildlife habitat, nor would it impact cultural or histoIic resources. The uses are approptiate for the site and the development would not result in an adverse visual impact. There is nothing in the nature of the proposed development and property improvements that would have a substantial adverse effect on human beings, or other life or environmental impacts. The San Francisco Bay Area Air Basin (SFBAAB) is cuncntly designated as a nonattainment area for state and national ozone standards and national palticulate matter ambient air quality standards. SFBAAB's nonattainment status is attributed to the region's development history. Past, present and future development projects contribute to the region's adverse air quality impacts on a cumulative basis. By its very nature, air pollution is largely a cumulative impact. No single project is sufficient in size to, by itself, result in nonattainment of ambient air quality standards. Instead, a project's individual emissions contribute to existing cumulatively significant adverse air quality impacts. If a project's contribution to the cumulative impact is considerable. then the project's impact on air quality would be considered significant. The Bay Area Air Quality Management District's (BAAQMD) approach to developing a Threshold of Significance for Green House Gas (GHG) emissions is to identify the emissions level for which a project would not be expected to substantially conflict with existing California legislation adopted to reduce statewide GHG emissions needed to move us towards climate stabilization, If a project would generate 3208 Alexis Drive/10PLN-00164 Page 22 Negative Declaration GHG emissions above the threshold level, it would be considered to contribute substantially to a cumulati ve impact, and would be considered significant. The Tbresholds of Significance for operational-related GHG emissions are: • For land use development projeets, the threshold is compliance with a qualified GHG reduction Strategy: or annual emissions less than 1,100 metric tons per year (MT/yr) of C02e; or 4.6 MT C02e/SP/yr (residents + employees). Land use development projects include residential, commercial, industrial, and public land uses and facilities . • For stationary-source projects, the threshold is 10,000 meltic tons per year (MT/yr) of C02e. Stationary-source projects include land uses that would accommodate processes and equipment that emit GHG emissions and would require an Air District permit to operate. If annual emissions of operational- related GHGs exceed these levels, the proposed project would result in a cumulatively considerable contribution of GHG emissions and a cumulatively significant impact to global climate change. The proposed project would not create any new operational GHG emissions. The tennis court facility is accessory to the primary existing residential use and will be used by the homeowners in a non- commercial capacity. The projeet will not create any additional vehicle trips beyond what already occurs. During the construction there will a temporary increase in emissions, this discussion is provided in the Air Quality section of this report. Mitigation Measures: None SOURCE REFERENCES L Projeet Planner's knowledge of the site and the proposed projeet 2. Palo Alto Comprehensive Plan, 1998-2010 3. Palo Alto Municipal Code, Title 18 -Zoning Ordinance 4. Required compliance with the Uniform Building Code (tmC) Standards for Seismic Safety and Windload 5. Project Plans, Suzman & Cole Design Associates, received May 6, 2010 6. Alquist-Priolo Earthquake Fault Zoning Map 7. Palo Alto Tree Technical Manual, Municipal Code Chapter 8.10.030, June 2001 8. Evaluation of Trees at 3230 Alexis Drive, Palo Alto, Banie Coate & Associates, received January 8, 2008 9. California Environmental Quality Act Air Quality Guidelines, 2009. PREPARED BY Amy French, Manager of Current Planning Elena Lee, Senior Planner 3208 Alexis Drive/10PLN-00164 Page 23 Negative Declaration DETERMINA TION On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared. I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. I find that the proposed project MAY have a ''potentially significant impact" or "potentially significant unless mitigated" impact on the environment, but at least one effect: 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, hut it must analyze only the effects that remain to be addressed. I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. Elena Lee (:j-- Project Planner Director of Planning and Community Environment 3208 Alexis Drive/10PLN'00164 Page 24 September 2, 2010 Date Date Negative Declaration x ATTACHMENT 0 Zoning Code Compliance Table Zoning Code 3208 Alexis Standard total site Proposed Conformance 3,5 % ofIO acres (Each Impervious area in square site allowed 11,421 sq, ft, feet allowed for entire site* 15,246*) total Conforms Conforms per 1978 Size of site*'" 10 acres* 1.57 acres, Agreement front -30 feet more than 30' side -30 feet more than 30' Standard setbacks**** rear -30 feet more than 30' Conforms *Total impervious acreage based upon 10 acres, Ten acres x 43,560 sq,ftJacre x 3,5% = 15,246, ** Although the O-S District requires a minimum of 10 acres for development of a residential unit, the project site is exempt from the requirement as a result of the 1978 Settlement Agreement allowing for Tract 6723 to have nine lots on 25 acres subject to the dedication of an undeveloped ten-acre parcel to the City of Palo Alto, an accessory use and would be subject only to the Site and Design Review process required for development in the Open Space District. The purview of the PTC is to review the project for compliance with Open Space Review criteria, Open Space development standards and Comprehensive Plan policies and to confirm that approval findings for the Site and Design Review and Conditional Use Pennit can be made. The Record of Land Use Action provides draft approval findings. The PTC may recommend approval, approval with suggested changes, or denial. Following a positive recommendation by the PTC, the project will be forwarded to the City Council for approval on their consent calendar. BACKGROUND The project site was included in the 91 acres of land in the Palo Alto foothills subject to a 1978 Devclopment Agreement where 25 of the 91 acres were designated for clustered development and the remaining acreage was designated as public open space. The 25 acres were subdivided into ten lots and in 1979, the nine lots, including the proposed site, were entitled for single- family residential use where up to 3.5% impervious site coverage was allowable based upon an assumed 10-acre site area. A tenth parcel remains undeveloped as part of the property exchange agreed upon by the City and landowners. Two Site and Design Review approvals have been granted for the two parcels with the residences now owned by Open Space LLC. The first Site and Design Review approval was granted in May 2000 to a previous owner for the construction of two homes on two lots (3220 and 3230 Alexis Drive) under the same ownership. Open Space LLC purchased both developed parcels, which are connected via a "tying agreement", as well as the adjacent vacant parcel, and received Site and Design Review approval in March 2008 for modifications to the 5.5-acre residential site, including site improvements on the vacant pareel to extend the existing driveway, trail, landscaping, and provide an in-ground spa. Site Description The project site is loeated in the Palo Alto foothills adjacent to Foothills Park and the Enid Pearson Arastradero Preserve, west ofthe Foothill Freeway and within the City's Urban Service. The site's Palo Alto Comprehensive Plan land use designation is Single Family Residential and the site is located within the Open Space Zone District. The subject property is a 1.57 -acre parcel having a 33% slope, is located directly north of the primary residence and guest-house. It is part of an overall 5.5-acre site comprised of three parcels of land located at the terminus of Alexis Drive. The two homes are located near the ridges of the two developed lots, visible from Vista Point in Foothills Park. The elevation ofthe subject parcel is lower than the developed parcels, on the opposite side ofthe hill and sloping away from Vista Point. The primary single-family residence, located on a 1.57-acre parcel, has approximately 13,400 square feet (s.f.) of floor area. The guest-house, located on a 1.91-acre parcel, has approximately 3,359 s.f. of floor area. The primary residential parcel and the subject pareel have direct access onto Alexis Drive, whereas the guest-house parcel is a flag lot with limited street frontage. PROJECT DESCRIPTION The project is the eonstruetion of a private recreational facility as a primary use of an Open Space City 01 Palo Alto Page 2 parcel, for use by the property owners living in their homes on the adjacent property. The proposal includes a 7,200 square foot tennis court surfaced in asphaltic concrcte, a paved area on the north and east side ofthe tennis court for dining (445 s.f.) and an outdoor kitchen (22 s.f.), a ISO-square foot storage room to be located below the tennis court, and stone retaining walls. A wood and steel pergola, similar to those existing on the adjacent parcels, is proposed for the dining arca. A ten-foot tall fence, to be constructed of mesh fabric over black vinyl-covered stcel core wire, would enclose the tennis court. The fence along the north side would be mounted on top of a three-foot tall retaining wall. The outdoor kitchen would include a small refrigerator, sink and storage area. The tennis court would be used only during daylight hours. The proposed site lighting includes 24 path lights and six down-lights for the dining area. Substantial landscaping is proposed to provide additional screening, with 29 trees in a variety of species and native and/or drought tolerant shrubs. All existing trees would remain. SUMMARY OF KEY ISSUES: Staff has identified four primary issues: the visibility of the site, grading, landscaping, and impervious surfaces. Compliance with the development regulations is analyzed in the attached table and, with the Open Space Criteria, is cited in the draft Record of Land Use Action. A discussion ofCondilional Use Permit and Site and Design Review findings, including the project's confomlance with Comprehensive Plan policies, is provided below. Visibility of Site The existing residences on the adjacent parcels are visible from Vista Point in Foothills Park. However, the proposed facility would be located down the slope from these parcels and would not be visible from Vista Point. The City's Open Space Supervisor, Lester Hodgins, has detennined that the project would not impact views from Foothills Park or Arastradero Preserve. The new facility may be partially visible to residents or occupants located farther down the hill from the site, including users of the Palo Alto Hills Golf and Country Club (P AHGCC). However, the proposed location of the facility below grade eoupled with strategic placement of trees would minimize the views from below. Dirk Zander, PAHGCC General Manager, has stated that the elub has no objections to the project. The native trees proposed throughout the site would maximize privacy for the occupants and provide sufficient screening along the project's perimeter. Once mature, the proposed trees would provide maximum screening of the site. Grading A substantial amount of grading is proposed to create a flat court by cutting into the 33 percent slope. The total volume of grading would involve 2,445 cubic yards (c.y.) of soil, of which 1,784 c.y. would be cut and 661 c.y. would be fill. Approximately 1,123 c.y. of soil would be taken off site. The remainder would be used on site for this project. The applicant has provided detailed preliminary grading plans, ineluding site sections on Plan Sheets L7.5 and 7.10, to disclose the proposed amount of grading. The proposed grading is consistent with the Open Space criteria and Comprehensive Plan policies in that there would be more cut than fill, and the retaining walls were designed to follow the existing contours to minimize wall heights and match the existing topography. Although grading is proposed to create a flat area for the tennis court, it was designed to minimize visibility when viewed from off site. City of Palo AnD Page 3 Landscaping A total of29 trees would provide screening of the proposed court. The 17 new trees include ten 48 inch box sized Coast Live Oaks, one 48-inch box sized Blue Oak, and six 48-inch box sized Valley Oaks. In addition, twelve Olive trees would be planted. The combination of trees would achieve a natural mixed canopy for a more natural oak-woodland and grassland zone and would avoid creation of a mono culture of trees. The 29 new trees on the vacant parcel, along with the trees previously approved for installation, would bring the total number of new trees on the subject property to 45. Once construction on all three parcels is completed, over 350 new trees will be in place across all the parcels. The project also includes the planting of a variety of shrubs and perennials, including the Dwarf Strawberry Tree (shrub form), English Boxwood, California Wild Lilac, Pacific Wax Myrtle and Verbena. Imperviolls Area The project plans indicate that approximately 11,421 s.f. of impervious site coverage is proposed. This includes 1,859 s.f. of impervious coverage approved on the parcel as part of the previous approval. The total impervious coverage is below the 15,246 s.f. allowed via the 1978 Development Agreement (3.5% impervious coverage of an assumed ten acre Open Space District lot). The 11,421-square foot impervious coverage total includes the tennis court, the kitchen, stairs and retaining walls plus the 1,859 s.f. attributed to previously approved stone walls and stairs and 50% of the area of the permeable gravel perimeter path, consistent with the Open Space Zoning District Requirements. A detailed list and breakdown of impervious coverage are provided by the applicant in a table on the title sheet of the plan set. Conditional Use Permit Approval Findings 1. The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare or convenience. The project was designed to minimize visibility from offsite locations, especially from Foothills Park and Vista Point,. Because the tennis court sits below the residential buildings and below grade, it will not be visible from Foothills Park or Vista Pointe. The grading would reduce visibility of the court from adjacent lots. A substantial amount of landscaping, including 29 new trees, would provide additional screening. The tennis court is a typical accessory use for larger residential lots and would not introduce any noise impacts not customarily associated with larger residential properties. Thus, the proposed use will not be detrimental to public health, safety, general welfare or convenience. 2. The proposed use will be located and conducted in a manner in accord with the Palo Alto Comprehensive Plan and the purposes of the Zoning Ordinance. The proposed tennis court would be located and conducted in a manner consistent with both the Comprehensive Plan and the Zoning Ordinance. The tennis courts are located outside of all setbacks and the project would not exceed the maximum amount of impervious surface allowed on the parcel, consistent with the development standards for properties located in the Open Space Zoning District. The project also complies with the Open Space Criteria and Comprehensive Plan City of Palo Alto Page 4 Policies. The Palo Alto Comprehensive Plan land use designation for the project site is Single Family Residential and one residence is permitted on each of the parcels of the project site. The project is a low intensity use customarily associated with residential use of a property. The project does not include development of a house on the subject parcel. A private recreational use of a parcel without a primary residential use is conditionally allowed. The new use would function as an accessory use to the residences on the adjacent lots under the same ownership. Site and Design Review Approval Findings 1. The use will be constructed and operated in a manner that will be orderly, harmonious, and compatible with existing or potential uses of adjoining or nearby sites. The proposed recreational facility would be located behind the existing residences as seen from Vista Point and away from the public street. Because the facility is proposed at a lower grade, it would not be visible from Foothills Park or Vista Point. The facility would be cut into the hillside to minimize visibility from adjacent properties. A large amount of landscaping is proposed to screen the site from offsite views. The project utilizes natural materials, such as flagstone, in a neutral color to blend into the surroundings. 2. The project is consistent with the goal of ensuring the desirability of investment, or the conduct of business, research, or educational activities, or other authorized occupations, in the same or adjacent areas. The proposed recreational facility is customarily associated with residential uses. Although on a separate parcel, the recreational facility would be used by residents of the two adjacent parcels under the same ownership as the subject parcel. The project is designed to be compatible with the existing site and surrounding open space area. Project construction is subject to compliance with the Uniform Building Code and other applicable codes to ensure safety and high quality of development. 3. Sound principles of environmental design and ecological balance are observed in the project. The proposed architectural and site changes are consistent with the Site and Design Criteria adopted by the City Council. Sustainable design features incorporated into the project include the planting of native species, the use of water conserving irrigation, and the use of permeable pavers. The project will not have a significant environmental impact as indicated by the proposed Negative Declaration for this project. The tennis court is proposed to be used during daylight hours only. Accordingly, the only light proposed is low-level lighting for the walking paths and the area under the pergola. 4. The use will be in accord with the Palo Alto Comprehensive Plan. Policy L-l of the 1998-2010 Palo Alto Comprehensive Plan encourages the City to retain undeveloped land west of Foothill Freeway and Junipero Serra as open space, with allowances made for very low-intensity development consistent with the open space character of the area. City of Palo Alto Page 5 The projeet site is west of the Foothill Freeway and is located within the City's Urban Service Area (map L-2 of the Comprehensive Plan). The Palo Alto Comprehensive Plan land use designation for the projcct site is Single Family Residential and one residence is permitted on each of the parcels of the projeet site. The proposed development's impervious coverage would be less than the maximum impervious area allowed for residential development of the subject property. The project does not include development of a house, but a recreational facility considered a residential accessory use. Because the subject lot does not have a residence on it, a conditional use permit is required for the new accessory use. The design is consistent and compatible with the Palo Alto Comprehensive Plan in that the design promotes Policy N-6, which states, "Through implementation of the Site and Design proeess and the Open Space zone dishict regulations, minimize impacts of any new development on views of the hillsides, on the open space character, and the natural ecology of the hillsides." The proposal is subject to the Site and Design Review process, complies with the applicable development standards and intent of the Open Space zone dishict, including the Open Space Criteria therein delived from policies in the Palo Alto Comprehensive Plan. Detailed analysis of conformance with the Open Space Criteria is incorporated into the Record of Land Use Action. POLICY IMPLICATIONS The project complies with the Comprehensive Plan and applicable Zoning Ordinance regulations as set forth in detail in lhe Draft Record of Land Use Action. Staff believes that the findings for approval of the Site and Design Review and Conditional Use Permit applications can be made. ENVIRONMENTAL REVIEW: An Initial Study and Draft Negative Declaration (Attachment B) have been prepared by staff, consistent with the requirements of the California Environmental Quality Act (CEQA). The CEQA documents were circulated September 2,2010 for a twenty day public comment period. The project was designed to be consistent with City zoning and Comprehensive Plan policies to avoid any significant environmental impacts. As of the wliting of this staff repOlt, no comments from the public or other agencies have been received regarding the environmental review. TIMELINE: A tentative consent calendar date for the City Council has been set for October 25,2010, subject to a favorable reeommendation by the Planning and Transportation Commission. ATTACHMENTS: Attachment A: Attachment B: Attachment C: Attachment D: Attachment E: Attachment F: Attachment G: City of Palo Alto Draft Record of Land Use Action Initial Study and Draft Negative Declaration Location Map Zoning Compliance Table Topographic Map Applicant Submittal* Plans (Commission only) Page 6 I Planning and Transportation Commission 2 Verbatim Minutes 3 September 29, 2010 4 5 DRAFt EXCERPT 6 7 8 3208 Alexis Drive*: Request by Suzman & Cole, on behalf of Open Space LLC, for a Site and 9 Design Review and Conditional Use Penni! to allow a new 8,897 sq. ft. recreational facility 10 (tennis COUlt) and related improvements associated with a residence on an adjacent lot under the II same ownership. Environmental Assessment: An Initial Study has been prepared in accordance 12 with California Environmental Quality Act (CEQA) requirements. Zoning District: OS (Open 13 Space). 14 15 Ms. Elena Lee, Senior Planner: Thank you. The project before you, as you mentioned, is a Site 16 and Design Review and Conditional Use Permit to allow the new tennis court on a vacant lot for 17 the use of the property owner with residences on two adjacent lots. The property was a subject 18 of a previous Site and Design Review permit in 2008 to basically allow some landscaping 19 changes, minor additions, facade changes, as well as incorporation of 3208, the subject lot, into 20 this residential development under the same ownership. The third lot was approved to be 21 developed with a portion of the driveway and landscaping. No structures were approved on that 22 site. A Conditional Use Permit is required because the tennis court, which is typically an 23 accessory use, would be the primary use on an otherwise vacant lot. 24 25 'The proposal meets the maximum impervious coverage and all other development standards. An 26 Initial Study was prepared for the project, and a Negative Declaration was circulated on 27 September 2 for a 20-day review period that ended on September 22. As of today no comments 28 have been received on either the environmental clearance of the project, the only comment Staff 29 received was a phone call with the manager of the golf course who indicated he had no objection 30 to the project. Pending a successful recommendation by Commission a tentative date of October 31 25 has been identified for a City Conncil hearing. 32 33 The Planning Arborist, Dave Dockter, is supportive of the plans and the direction of the project. 34 He is available to answer questions tonight. Lester Hodgins of Community Services 35 Department, Supervisor of Foothills Park, confirmed that the City has no objection to the 36 proposal and it does not impact Foothills or Vista Point. If the Commission finds the project and 37 the Negative Declaration acceptable Staff recommends that you reconnnend that the Council 38 adopt the Negative Declaration and approve the proposed project. 39 40 Following the Staffs report the applicant will provide more detailed information on the project. 41 Additionally. the color materials sample board is available tonight over there for your review. 42 This concludes Staff's report, 43 44 Chair Tuma: Thanks very much. We will I think go ahead and go to the applicant. The 45 applicant has up to 15 minutes for presentation. You are not obliged to take it all but you do Page 1 I have that amount of time if you would like. Welcome. Please identify yourself for the record 2 please. 3 4 Mr. Dustin Moore, Suzman & Cole for the Applieant: I am (he Landscape Architect with 5 Suzman & Cole. On the site plan above the two lots to the south and to the west were previously 6 approved as described Elena. This is the third lot, which could be used as a single family home. 7 We want to use it as a tennis court with two sets of walls on the top and one wall on the bottom. 8 9 This was the original plan from 2007. You can see the third lot was originally considered to be 10 undeveloped. It is close to a three-to-one slope. These are two significant trees. Ifwe wanted to II develop this as a third parcel or a third home we would have to cut a driveway through this 12 space, which we do not. We just planted about 30 oak trces ranging in size from 36-inch box to 13 massivc. 14 15 This was the second submittal where we revised the pool. The pool is quite a bit larger in this 16 design. This was approved I believe close to a year ago or a year and t1u'ee or four months. I am 17 just trying to give you a history on the project. 18 19 This is current submittal. You can see the walls on top are somewhat significant. The larger one 20 is ten feet. This is four feet, and this is nine to ten feet in height. We have a small pergola 21 basically for viewing tennis. A regulation tennis court, a small storage structure that has an in 22 scale door, and a small kitchenette, which is a small refrigerator and sink, just for amenities to 23 the tennis court. 24 25 The planting is pretty restrained. It is predominantly California natives. We have a few exotics 26 like boxwood mainly because it is tough as nails and deer won't touch it. The rest of the plants 27 are California natives with the intent of blending into the landscape. 28 29 The concept below the tennis court, which this would be uphill and this is downhill. We are 30 going to plant a number of trees. I believe it is 25 or 30 trees. All different types of oak, we 31 have a handful of agri-folias. Our focus is on trees that will not be affected by sudden oak death, 32 which are additional hybrids including blue oak and a handful of other natives. Most of the 33 planting is pretty much adorning the trails and the actual structure. The rest of the landscape 34 would be hydro-seeded with the native seed mix that is approved for Arastradero Preserve and 35 Foothills Park. 36 37 Some of the elevations. This would be the tennis court looking back uphill. This is the 38 significant wall with a smaller wall to help break up the scale. We were planning on extensively 39 planting vines, a hedge at the bottom, so the end result in we are hoping five years but 40 realistically probably seven to tcn ycars would be that this is just a green wall and completely 41 blends into the surrounding. 42 43 We have two sections at the bottom showing the existing grade and then the proposed with the 44 tennis court, pergola, and walls. This would be the storage unit that is built into the hillside, the 45 ball machine, and any other pieces of equipment. 46 Page 2 1 The materials match the approved plan, which this shot shows all of different materials including 2 the flagstone that would be underneath the pergola. We are using a dark wood for the actual 3 structure of the pergola. This would be the ideal wall rock, which is shown on our materials 4 board. It is a limestone. This was the existing Cameron cut stone that is onsite that we are also 5 reusing. All of the paths on the third lot are gravel mainly to keep with the feel of the property. 6 We want to keep it trail-like or park-like. We also like the idea of it being penneable. 7 8 This aerial shows the current conditions before we started construction on the two properties, and 9 just showing kind of the character of the space. This is a current view from Foothills Park. As 10 you can see the entire property on the third lot is not visible. You could see the two massive oak II trees peaking up above the house but predominantly that property is not visible from Foothills 12 Park and is only visible from parts of Arastradero Preserve that are not accessible from the trail. 13 I did walk the trail trying to find a point where the site was visible just to make sure that we were 14 doing a photoshop visualization to show that we are trying to screen the property, but I could not 15 find that location. 16 17 This is a shot from the golf course looking back up to the property. This is the third lot. We 18 have a photoshop rendering showing the proposed walls and you can see that the siting of the 19 structure is so far downhill that most of it will be out of view. We are hoping within, granted the 20 oak trees are slow growing, probably within ten to 15 years having a pretty decent canopy at the 21 bottom of the slope. 22 23 I also threw in some specs for some of the lighting because there were questions from Planning 24 Staff about the lights. 25 26 A few other points I wanted to touch base with are the environmental issues. We are using a 27 slow release drainage system. It would be similar to a cistern where the water is pushed into 28 these large tanks, and there is a very small outlet or outfall. This makes the release of the water 29 over days rather than having this large piece of impervious pavement and just dumping that 30 down the hillside and causing erosion. This will slowly release the water into the pavement. 31 32 We are also using less development than what is allowed for the site, which would be a single 33 family home. This is just a recreation facility. I touched base on some of the native plants, 34 which are also low water use. We are not removing any trees onsite. We want to protect them. 35 36 Other parts of the overall site, or the three properties, we have a massive cistern system that has a 37 capacity of 140,000 gallons. To put it in perspective it could water a ball field for three or four 38 months. We also have a geothermal system. The whole house is cooled and heated by 39 geothermal, which is very low energy. The program for the property is just for private use. The 40 intent is not to have large gatherings or large events. There is absolutely no intent of a roof. The 41 idea is to have an open-air structure. I know that is part of another project that had some issues. 42 I think that is most of my comments and description. Thank you. 43 44 Chair TUlIla; Okay, great. I don't have any cards from members ofthe public. So I will open 45 and close the publie comment period and come back to Commissioners. r will remind everybody Page 3 I that this is a quasi-judicial item and so if they have any disclosures to be made let's not forget 2 that. I am looking for comments, question, or a motion. Commissioner Fineberg you are first. 3 4 Commissioner Fineberg: I have a few questions. First I will disclose that I did take a tour of the 5 site this morning. There were no significant conversations or learnings other than the site 6 manager being kind enough to show me where the courts were and point out a couple of 7 north/south directions. 8 9 One question I have on this project is the timing ofthe review and the approvals given that the 10 site is currently a large mound of steeply graded hare earth. If this moves forward what is the 11 timing for when it is going to go to Council, when work will be done, and is the site going to be 12 put to bed for the winter and then construction start in the spring, or somehow is this going to 13 move so quickly that there won't be erosion problems? 14 15 Ms. Lee: This item is tentatively scheduled for October 25 pending of course PTC 16 recommendation. In terms of construction it won't be able to happen until after October, but I 17 will leave that to the applicant to answer those. 18 19 Mr. Moore: I can answer that. Right now the schedule, we are trying to push along with the 20 permits because in the past we have had very long processes for this. The building permit will 21 take two to three months just to get through everything. The earliest that we would start 22 construction would be mid-April when we come out of moratorium. So there wouldn't be the 23 erosion control potential. 24 25 Commissioner Fineberg: Okay, so the protections for the bare steep slopes that are there now are 26 already in place with preexisting entitlements, and nothing that wc entitle now would then create 27 any issues. Wonderful, that is what I wanted to hear. 28 29 Another question for Staff. Is there anything about the building of the tennis court that would 30 require Building It Green checklist to be applied, or do we need to explicitly state thaI this is an 3 I exemption for the reasons that it could never qualify since there is no there there? 32 33 Ms. Lee: I consulted with Kristen our Green Building Planner and because there is no structure, 34 and because of the size of the project they don't trigger the requirement for green building. 35 Certainly we can request that they submit a checklist. I mean, consistent with the other 36 components of the project the applicant has been proposing fairly green practices. I am sure the 37 applicant can also provide additional information on that. 38 39 Commissioner Fineberg: I wouldn't necessarily advocate that they have to submit the checklist, 40 but ifit is intentional that there is no way to score the required points, and there is nothing that 41 triggers the Build It Green process I think it just needs to be explicitly stated as it moves forward 42 to Council that it is not a requirement because X, Y, Z. That way, it just doesn't come up as a 43 stumbling block. 44 45 Then on the site tour what I felt and saw was that once you are slightly downhill from the main 46 house, turnaround can't see Foothill Park, same as what Staff Report is saying. The one piece Page 4 I where I had a concern was the most immediate neighbor, a single family residence, and it looks 2 like it is just across Alexis Drive is going to be the closest to the courts and is visible to the 3 courts. So does Staff know, and I am sorry I don't know the address there. I stopped at the 4 mailbox and there was no number on it, but there is a giant Airstream parked in the driveway if 5 that is an identifying criterion for anyone. So has Stafftalked to that homeowner? Are they 6 aware that this project is happening? That is the one place where I would have a concern with 7 noise, and also if Dave Dockter, the Arborist, could tell us whether there has been particular 8 attention for plant screening since that is the closest neighbor with the best view. 9 10 Ms. Lee: We have not actually spoken directly to any of the property owners, but they should II have received notices and we have not recei ved anything from them. 12 13 Chair Tuma: It looks like the applicant maybe has something he wants to say. 14 15 Mr. Moore: Yes, I do. That particular neighbor we have been in contact with because we have 16 been trying to get them 10 clean up the property. On top of the Airstream he has three racecars 17 that he takes apart and rebuilds regularly. 18 19 We are planting Ihat whole side of the lot. You can see all of these oak trees. We have three oak 20 trees that are fairly massive right now. We just put in a massive row of poplars. I can guarantee 21 you within three years you won't be able to see that house. We made a point to screen that house 22 from our property because we are tired of looking at the Airstream. So in answer, he won't be 23 able to see it. There is also saddle in that portion of the property and we sited the tennis court in 24 that location just to take advantage of that to where it does tip in. The idea was to avoid any 25 views into that property while the trees are filling in. So we have covered that. 26 27 Commissioner Fineberg: Can Ijust finish on that? Is the City Arborist comfortable that that's 28 your perception of the planting plans also? 29 30 Mr. Dave Dockter, Planning Arborist: Yes. I feel that the screening will definitely become more 31 and more apparent, especially with the oak trees beneath the large oaks. I have not gone over to 32 the neighbors specifically and looked over from their vantage point. The rest of the property 33 from the large oaks to the edge is fully treed. So it is going to be a substantial green screen. I 34 feel comfortable that that whole section along Alexis will be satisfactorily screened. 35 36 Commissioner Fineberg: Thank you. I have one more issue if you want me to cede time or just 37 finish up? Okay. For conditions of approval, we had talked about this in the pre-Commission 38 meeting, and I am not sure ifit is in there and I missed it. Is it worth including a statement in the 39 conditions of approval that explicitly states that the recreational use is for private residential 40 recreational use and rule out commercial or public recreational uses? Has that been captured and 41 would Staff consider that a good addition? Then also the same question for whether or not to 42 include a prohibition on any kind of future roof or enclosed structure. 43 44 Ms. Lee: In terms of the Record of Land Use Action in the CUP findings it actually states that 45 this is a private recreational use and nol a commercial recreational use, but we can also 46 incorporate into the conditions of approval that the tennis court is for the property owner and Page 5 I residents of 3230 and 3220 Alexis Drive and their guests. Then we can also incorporate that the 2 court shall remain umoofed. Since this is a Conditional Use Pennit we can certainly be more 3 specific. 4 5 Commissioner Fineberg: I think those would be good additions in the condition section. Thank 6 you. 7 8 Chair Tuma: Commissioner Garber. 9 10 Commissioner Garber: I am prepared to make a motion but 1 want to mnke sure that if there are II other questions by any of the Commissioners that they have an opportunity to do that. So why 12 don't I wait until other questions have been asked and answered. 13 14 Chair Tuma: Okay. Commissioner Martinez. 15 16 Commissioner Martinez: To the applicant, do you have a slide of the cross-section through the 17 tennis court? 18 19 Mr. Moore: I do. The two sections are on the bottom. They are kind of faint but you can see the 20 existing grade. 21 22 Commissioner Martinez: On the drawings we got you didn't indicate what the grades were, what 23 the elevations were at the top of the cut and the bottom. Can you tell us what those are? 24 25 Mr. Moore: There should have been a grading plan. Do you have hardcopies? 26 27 Cl}air Tuma: I believe it is L-7.2. 28 29 Mr. Moore: Yes, 7.2 is the grading plan. 30 3 I Commissioner Martinez: Okay. What are those elevations then? 32 33 Mr. Moore: The very top wall would be 783.75. The top of the second wall moving down 34 would be 777.5. Then the top of wall at the bottom .... 35 36 Commissioner Martinez: Actually, I am interested in the top on the topography of the existing 37 grade from the top ofthe cut to the bottom, not the walls themselves. 38 39 Mr. Moore: Okay. At the largest wall the cut would be approximately 12 to 13 feet. 40 41 Commissioner Martinez: What is the elevation -not the elevation of the wall, of the ground? 42 43 Mr. Moore: So I am interpolating from, so this very top wall is at grade. I am talking this wall 44 and going upward so I am interpolating that it would be around 780 flat, and our grade at the 45 court would be 767 flat, which would be 13 feet. 46 Page 6 I Commissioner Martinez: So at that point where you light is now .... 2 3 Mr. Moore: That is where it breaks. 4 5 Commissioner Martinez: That is at 7-what did you say? 6 7 Mr. Moore: That would be 767 where the court ~ basically this is where cut and fill. This side is 8 fill and this side is cut. Then on the inverse section this is entirely cut and it is approximately 13 9 to 14 feet 0 f cut at its greatest. 10 II Commissioner Martinez: That is where the 2,000 cubic yards of cut come from? 12 13 Mr. Moore: Correct. The reason for that was wc wanted to cut much more than to fill otherwise 14 we end up with massive walls, and it also makes it mueh more visible from offsite. 15 16 Commissioner Martinez: Where does that extra earth go? 17 18 Mr. Moore: To be truthful we will try to trade that with other contractors to balance cut and fill. 19 If we cannot find that it will go to Steven's Creek qualTy, which is a landfill that accepts spoils. 20 21 Commissioner Martinez: Okay, thank you. A question for Staff. Isn't there something in the 22 Comprehensive Plan that talks about not taking residential uses out of ..... am I making that up? 23 That if we have a residential lot you can't turn it into something else? 24 25 Ms. Amy French, Current Planning Manager: Are you thinking of the Open Space District or 26 just in general? 27 28 Commissioner Martinez: I have been reading the Comprehensive Plan a lot so I am mixing 29 things up. 30 31 Ms. Caporgno: We are going to look for it. I am unaware ofit. You maybe reading it a lot more 32 than most of us so you might be able to tell us, but we will search through it. 33 34 Commissioner Martinez: Okay, that's fine. Thank you. 35 36 Chair Tuma: Commissioner Garber, I think you are up. 37 38 MOTION 39 40 Commissioner Garber: I would like to move that the Planning Commission accepts the Staffs 41 recommendation that the City Council adopt the Negative Declaration and approve the Record of 42 Land Use Action approving the request for Site and Design Review and a Conditional Use 43 Permit to allow development of the private recreational facility on this parcel, and that the 44 Commission finds that the project is in compliance with the Open Space criteria and that the 45 project meets the Site and Design Review findings. I would also like to add that we call out that 46 the project does not require a Grecn Points Rating and I will save the rest of it for my comments. Page 7 I 2 SECOND 3 4 Vice-Chair Lippert: Second, 5 6 Chair Tuma: So that is a motion by Commissioner Garber, seconded by Vice-Chair Lippert. 7 Commissioner Garber, you wish to speak to your motion? 8 9 Commissioner Garber: Yes. I will note that -I was going to ask the question but it was actually 10 made explicit when I reread the Staff comments there that there are no tennis lights, There are 11 just simply foot lights, and that it is for private use, and that the project is not visible from 12 Foothills Park, which was in my mind the largest concerning issue. Other than that I believe it is 13 a project that meets the Comprehensive Plan short of any notice by our Staff and they are 14 searching through the pages of the Comprehensive Plan over there, I will leave it at that. 15 16 Chair Tuma: Vice-Chair Lippert, would you like to speak to your second? 17 18 Vice-Chair Lippert: Yes, This is probably the third maybe the fourth time I have seen this 19 project. Actually I believe the first time I saw it was when I was on the Architectural Review 20 Board, and because it was three parcels it was subject to ARB review at the time. It was 21 supposed to be developed as I think three separate houses. Do you want to correct me? 22 23 Ms. French: The reason it came to the ARB at the time was because at the time our code said 24 two or more houses under the same ownership must go through ARB review. That was later 25 revised to threc or more homes. 26 27 Vice-Chair Lippert: Right, yes. Well, the reason why it came forward was because it was 28 developed as multiple houses so it was considered to be a tract developmcnt basically. Atthe 29 time it was quite unfortunate, it was the Goldman residence, and at the time he was a leader in 30 sustainabilityand it was actually built or designed to be a sustainable house. At that point, 31 before we had any sort of green point system or LEED there were a number of sustainability 32 features in and green features that were built into the project. Fortunately enough John 33 Chambers who then purchased the property saw the great wisdom to not only keep a lot of the 34 green features, but in addition to that built upon that with significant amounts ofiandseaping 35 greening up the project even more. So as far as a sustainability project this project probably 36 exceeds any green project in Palo Alto to date, if in fact all those criteria. 37 38 Getting to the actual approval that we are doing today, or the recommendation that we are doing 39 today, this is a rather benign use for that lot. I would much rather see a tennis court on that 40 parcel than another residence. So I think that they have been very sensitive in tenus of the 41 placement of that tennis court, the screening of the tennis court, as well as the additional features 42 of additional mature trees in tenus of screening the tennis court, and the fact that it is only going 43 to be used for private use, and that it is going to have a very low intensification in tenus of use. I 44 think it is a great project. I don't see any reason to deny them a use that other people can get on 45 their own parcels regarding recreational uses in the Open Space. So I support the project fully. 46 Page 8 I Chair Tuma: Okay. Commissioner Martinez. 2 3 Commissioner Martinez: It looks like I am going to be the only one offering a protest vote on 4 this. I would have thought that, and I still want to believe that the residence of the Open Space 5 District care more about the land than about having sort of all the creature comforts one could 6 imagine in proximity to their house. I think that we have seen since I have been on the 7 Commission three items in the Open Space District that address in some manner how we see the 8 importance of the district and how we want to preserve our natural resources. 9 10 The first one was the maximum house size issue. The Commission felt that a 15,000 square foot 11 house made sense to be built in the Open Space District. The second was the recent ice rink that 12 the Commission felt was a good idea for a single-family residence to have in the district. Now 13 we have this 8,000 square foot recreation center that we will soon feel is okay to be in the Open 14 Space District. It is just confounding to me that we can debate for hours over moving a liquor 15 store 50 feet in order to preserve a grocery store, but what we do to the land means nothing as 16 long as we comply with the Comprehensive Plan, and its so-called sustainable, and no one can 17 see it. 18 19 Well we are eutting, we the community, is allowing cutting this 13 foot hole in the earth to allow 20 for a tennis court. Now it seems to me we need to look inward, not necessarily that this applicant 21 is doing anything that they are not able to do or allowed to do, but is this the way we want to 22 preserve the earth? This kind of cutting and forming the earth into whatever we want it to be. A 23 tennis court is fine but what it leaves on the ground I just can't believe that that is okay. That we 24 get in the Open Space a proposed use that doesn't seem to be back to nature, or living with 25 nature, or how much we care about nature and the environment or open space. It is just an 26 incongruent use on our natural resources. So I am going to vote in the minority not to support 27 this application. 28 29 Chair Tuma: Commissioner Garber and then Fineberg. 30 31 Commissioner Garber: I would just like to state how much I respect Commissioner Martinez's 32 comments and him as a Commissioner. I appreciate the comments that he has made this 33 evening. I would encourage him to change his vote, not that I expect him to do so, because as 34 stated there isn't anything that the project does that is outside of what is allowable. 35 36 I would also caution you about presupposing what other homeowners in the Open Space District, 37 the impressions, or the understandings of the use of the land, and what they have. Commissioner 38 Tuma and I have spent some time with a number of the members up there as part of the 39 subcommittee and I think you would be very surprised by what they believe they should be 40 allowed to do, which isn't necessarily what is allowable under the eodes and zoning. It is often 41 in great contrast to what as they refer to us the 'flatlanders' believe should be done with that 42 open space. All that said, I respect the comments and am moved just to thank you for them 43 regardless if you end up in the majority or the minority of the vote. 44 45 Chair Tuma: Commissioner Fineberg. 46 Page 9 I Commissioner Fineberg: I think my feelings on this projeet straddle the fence. I have mixed 2 feelings that frankly there is nothing green or sustainable or environmentally sound about 3 building a private tennis court. But I don't get to make that decision. There are rules and 4 entitlements and rights that landowners have, and guidance that we get from within the 5 Comprehensive Plan, from within Municipal Code and that is what I need to follow. 6 7 I am looking at the Vision Statement in Chapter 5 of our Comprehensive Plan, Natural 8 Environment. It talks about Palo Alto will respect and manage natural resources in a way that 9 sustains the natural environment, and proteets our foothills, Baylands, creeks, parks, wildlife, and 10 open space legacy. Elements of the natural environment will be conserved where they remain in II tact, and restored where they have become degraded by past development. Without casting 12 aspersions the parcels that are combined to make this project have been degraded by past 13 development. They are not virgin, pristine, open space as is adjacent beyond the fence. So that 14 makes me less concerned, less worried about taking away pristine open space. 15 16 If the court is to get built I believe that the way it is being built honors the spirit of the 17 Comprehensive Plan. Comprehensive Plan says cut is to be favored and fill minimized and it 18 does that. It is not visible from the City parklands. The fact that the previous development on 19 the project was, ship sailed already. So being left with the idea ofless would be better I don't get 20 to make that deeision. I don't feel I do. So I will be inclined to support this. I would like to ask 21 the maker and seconder if they would consider two friendly amendments that I mentioned 22 earlier. The language that Elena had noted before regarding the conditions of approval including 23 the language that it be specifically for residential, private recreational use, not commercial, and 24 that there be prohibitions on future roof or enclosing structures. 25 26 Commissioner Garber: Future, I am sorry what? 27 28 Commissioner Fineberg: I would want Staff to workout the language, but that there be a 29 prohibition that it not include a future roof or becoming an enclosed structure. 30 31 Commissioner Garber: Both are fine with me. Seconder? 32 33 Vice-Chair Lippert: T don't have a problem with either of those two friendly amendments. I 34 think that what could be a bit problematic is that I don't think we can put a prohibition on the 35 roof structure. If somebody came back to us with an application and said that they wanted to put 36 a roof structure on it they would have to go through Site and Design Review again, correct? 37 38 Mr. Donald Larkin, Assistant City Attorney: Yes, we would create a condition that says they 39 can't do it as part of this CUP. If at some point in the future ifthc applicant wanted to come 40 forward with a new CUP and a new Site and Design Review it would go through that review. 41 42 Chair Tuma: Okay. I have just one comment, concern, or question. I just want to make sure 43 that the documentation makes it abundantly clear that what we are approving here is a tennis 44 court and not a recreational facility. I have heard those terms used interchangeably this evening. 45 I am not sure that the document specifically says that the use would be limited to a tennis court 46 and things associated with a tennis eourt. I don't know exactly how to say it, but I want to make Page 10 I sure either the documents already say it or I would offer a friendly amendment to the motion that 2 says that it is limited to a tennis court and it is not a broader recreational facility. 3 4 Ms. French: Could I read a condition that I have been writing with the acceptance of the 5 amendment? Condition 3 to be amended, the tennis court shall be used during daylight hours, 6 only as a tennis court for private use by the property owners and residents at 3220 and 3230 7 Alexis. Followed by the sentence, "Alexis lighting to facilitate nighttime play is not allowed, 8 and the court shall remain unroofed and unenclosed." Does that cover? 9 10 Commissioner Fineberg: I am not sure if I missed it but earlier I think Elena had said the II residents and guests, did you capture guests? 12 13 Ms. French: Sure, I have 'and their guests' in parentheses in that sentence to add. 14 15 Chair Tuma: Elena. 16 17 Ms. Lee: Thank you. I just want to clarify that the Record of Land Use Action does refer 18 specifically to a tennis court. When it references recreational facility in parentheses next to it is 19 'tennis court.' So it is pretty clear but we can certainly go through it to make sure that we use 20 tennis court rather than recreational facility. 21 22 Chair Tuma: Yes, my point is that it needs to be limited, because sometimes if you say 23 recreational facility (tennis court) that could be interpreted a number of different ways. I think 24 we need to say that it is limited to being a tennis court. So at this point I would offer the 25 language that Amy proposed as a friendly amendment to sort of clean up the friendly 26 amendments and the motion if that is acceptable to the maker and the seconder. 27 28 Commissioner Garber: It is. I will note that on page I of Attachment A it is referred to as 29 recreational facility. 30 3 I Chair Tuma: Seconder? 32 33 Vice-Chair Lippert: Yes, that is agreeable with me as well. 34 35 Chair Tuma: Commissioner Keller. 36 37 Commissioner Keller: Okay, since we are wordsmithing I would suggest that the wording that 38 Amy proposed that the first part of that actually read not the tennis court is to be used for tennis 39 but that the recreational facility is limited to use as a tennis court, etc. Because that deals with 40 the potential gap between the tennis court and other areas within the recreational facility, and I 41 think that tightens everything and solves the problem. So let me offer that as yet another friendly 42 amendment, and then I will have a couple of comments beyond that. 43 44 Commissioner Garber: Sure, done. 45 46 Vice-Chair Lippert: No problem. Page II I 2 Chair Tuma: Go ahead. 3 4 Commissioner Keller: I think that I don't have any particular judgment as to whether people in 5 Open Space should or should not have tennis courts on their land. That is no! something I really 6 wish to weigh in on. I do observe that the alternative to this tennis court is the potential for 7 another house. A house in this location would have more impacts on the land than a tennis court 8 is likely to have. So I think the tennis court is much more likely, especially considering how it is 9 going to be screened, and I doubt that a house would be screened as equally nicely. So I think 10 this actually respects the land more than another house would. 11 12 With respect to the issue as to whether there is some sort of notion in the Comprehensive Plan of 13 not replacing houses with non-houses or something like that there is not a house there now. So 14 we are not reducing the number of housing units. On the other hand, there have been a number 15 ofteardowns in Old Palo Alto, some of those houses were historic, or at least of long age that are 16 much more of an issue because that actually reduces housing stock. This simply doesn't add one 17 to the mix and I think that from my point of view is different from actually tearing down an 18 existing house. So I will vote in favor of this motion. 19 20 Chair Tmna: Vice-Chair Lippert. 21 22 Vice-Chair Lippert: I would like to make one final comment. Again, I would like to second 23 Commissioner Garber's comment earlier to Commissioner Martinez. I respect your position on 24 this project and would hope that you could support it for a varicty of other reasons. \Vhen the 25 Open Space District was conceived the property owners or the developer at the time paid how 26 shall I say it, the freight up front. What they actually had done is when the subdivision happened 27 a significant number of acres were actually donated to the Arastradero Preserve. In doing so 28 those lots became somewhat reduced in their size. With regard to this particular project, again 29 the tennis court is a rather benign use when you compare it to the impacts of a house. 30 Considering that the three parcels have been developed together and that the property owners and 31 the subsequent property owners actually went and greened up each of the sites individually 32 adding other sustainable features to it, it actually begins to approach almost a non-impact site 33 with regard to the tennis court itself. So while again I think that the tennis court represents a 34 minor impact on the site it is preferable to having another house there. I think that was very 35 clearly said by Commissioner Keller. So again I would encourage Commissioner Martinez to 36 support the project on thaI basis, because we could have a house on that property. 37 38 Chair Tuma: Staff, Julie did you have something you wanted to say? 39 40 Ms. Caporgno: Yes. I just want to confirn1 that we couldn't find anything in either the Open 41 Space Chapter or the Land Use Chapter. I know there is nothing in the Housing Chapter that 42 pertains to that. 43 44 Chair Tuma: One second, Commissioner Martinez on the mike if you could. 45 46 Commissioner Martinez: Policy H-S. Page 12 1 2 Ms. Caporgno: We don't have the Housing Element in front of us. Could you read it to us? We 3 looked at Open Space and Land Use. 4 5 commissioner Fineberg: Policy H-5, it is on page 19 of 41 in the Housing Element. It says, 6 "Discourage the conversion oflands designated as residential to nonresidential uses and the use 7 of multifamily residential lands by nonresidential uses such as schools and churches unless there 8 is no net loss of housing potential on a community wide basis." 9 10 Ms. Caporgno: That policy was specifically developed so that we wouldn't lose residential II development to churches, etc., but I don't think there the intent was for a site that didn't include 12 any sort of development, and particularly multifanlily development. I think it is in the 13 multifamily section that that pertains to. Again, I don't have the Housing Element in front of me 14 but that's my recollection. 15 16 Chair Tuma: while you look at that the applicant is entitled to a three minute. Counsel, do you 17 have something? 18 19 Mr. Larkin: I was just going to add that the program that implements that policy does say that 20 part of the Zoning Ordinance Update process would be to change the zoning code to disallow 21 uses other than residential uses in the multifamily residential zones, not specifically to the Open 22 Space. 23 24 Chair Tuma: Okay, thanks for that clarification. You have up to three minutes if you would 25 like. 26 27 Mr. Moore: I have a few comments to hit on some of your comments. One is the housing code. 28 There is a small portion of the lot that could be developed into a one-bedroom apartment. So 29 there could be one unit put on the property, although we have absolutely no intention of doing it. 30 So there still is the potential to build a unit on that property. The whole reason the client bought 31 this property is to make sure that it is never developed. It would interfere with the view on the 32 other two lots and that was his entire drive to purchase this property. 33 34 Also, to hit on the reason for having the tennis court. He has a lot of security issues and he has a 35 tennis court at his current home, and he wants to have the same thing. On other properties in the 36 Open Space you could not develop a tennis court just for the coverage numbers. You are 37 allowed to have 15,000 square feet of coverage and a tennis COUll is about 8,000 square feel. 38 39 The way that it is designed currently it could never be roofed just because of height restrictions. 40 It would be over the 27-foot maximum. 41 42 I would also like to confirm that we will use as many green technologies as we can with fly ash 43 in the concrete. We have many other ways that we are trying to make it more green. I do 44 understand your concerns. Those are all my comments. 45 46 MOTION PASSED (6-1-0-0, Commissioner Martinez opposed) Page 13 1 2 Chair Tuma: Okay. With that I will close the public hearing and bring it back to the 3 Commission for a vote. Does anybody feel the need for the motion to be restated? Okay. So we 4 will go ahcad and vote. All those in favor please indicate by saying aye. (ayes) Opposed? 5 (nay) The motion passes on a six to one vote with Commissioner Martinez voting no. With that 6 we will close that item. 7 Page 14 April 29, 2010 Amy French ATTACHMENT" Submitted by Applicant Palo Alto Planning and Community Environment 250 Hamilton Avenue, 5'h Floor Palo Alto, CA 94301 Re: 3208 Alexis Drive Leiter of Application Hello, The proposed project for 3208 Alexis Drive is to include a tennis court, associated fencing, retaining walls, guardrails, outdoor counter with sink and a small storage area built into the hill and retaining wall, The use of the development is an accessory structure to 3230 and 3220 Alexis Drive and does not have a primary dwelling unit. The use of the structure is for recreation, The tennis court is to be cut into the hillside to help mitigate views to the property from Palo Alto Hills Golf and Country Club, There are no views to the proposed improvements from Foothills Park, The retaining walls have been designed to cut more than fill to minimize the appearance from off site, The walls will be clad with limestone and have vine plantings to soften the appearance of the walls, The improvements are of sound environmental design and ecological balance, The proposed design uses less energy and resources than siting a new residence and maintains the eastern hillside as undeveloped with new oak tree plantings, The proposed site design uses 59% of the allowable impermeable coverage and retains all existing trees, The proposed improvements along with previously approved improvements will add 45 trees to the property, The proposed planting is predominantly native with a few adaptive and drought tolerant plants, The following addresses the Open Space District Criteria as described in section 18.28,070(pj of the Palo Alto Municipal Code: 1, The development is cut into the hillside to minimize the visual impact from Palo Alto Hills Golf and Country Club, There are no views to the improvements from Foothills Park, 2. The retaining walls have been located as close to the Northem setback to bring the developed area as for downhill as possible, The ridgeline is not affected with the proposed improvements. 3, The development is cut into the hillside to minimize the visual impacl from Palo Alto Hills Golf and Country Club. There are no views of the proposed improvements from foothills Park, Landscape Architectufe 1265 Battery Street, 5" Floor San Francisco, CA 94111 Main 415.252.0111 Fax 415.861.6163 www.suzmnncole.com 4. The vast majority of developed area is clustered around the tennis court. The remainder of the site is trails and planting with minimal impact. The planting is predominantly native with a few adaptive plants. 5. The retaining walls have been designed to closely follow the existing contours to minimize wall heights and fit the existing topography. All plantings are to have a natural appearance in form and use native and adaptive plants. 6. All existing trees are to be retained and protected. 7. The proposed improvements utilize a 75% cut to 25% fill proportion to help minimize the visual impacl to adjacent properties. 8. The tennis court is a large flat expanse, but we will be retaining storm run off wilh a slow release system to reduce Ihe amount of run off. 9. The material for all walls is limestone in a beige tone. The color is selected to blend into the hillside. The hillside is predominantly grasses that turn gold in summer and fall. The walls will be covered with vines to further soften the appearance of the walls. 10. The planting is predominantly native with a few adoptive and drought lolerant plants. 11. All exterior lighting will be low voltage and be kept to a minimum. The lighting will be for safety purposes on pathways. The tennis court will receive lighting only for safety purposes and will not have athletic lighting. 12. The improvements do not include a driveway or road. All access is to be from 3230 and 3220 Alexis Drive. Parking is situated on both properties for use of the tennis court. Regards, Dustin Moore Design Associate > ;""n,i; ." •. ,_, I:, {j-"_"~;' ., 'I"'"~ Landscape Afchitecture 1265 Battety Street, S'" Floor S3n Francisco, CA 94111 Maio 415.252.0111 Fax 415.861_6163 www.suzmancole.com June 30, 2010 Elena Lee Palo Alto Planning and Community Environment 250 Hamilton Avenue, 5'h Floor Polo Alto, CA 9430] Re: 3208 Alexis Drive leiter regarding conditional use permit Hello Elena, This letter serves os a response to comments received June 3, 20] 0 regarding the conditional use permit for 3208 Alexis Drive, A conditional use permit for the use of a tennis court is in line with the comprehensive plan and will not be detrimental to public health, safety, welfare or convenience, The proposed improvements are in line with tlo1e comprehensive plan in that they reduce the amount of development in the Open Space district. Instead of developing a single family residence, a series of retaining walls and a tennis court are planned to be built. There is less strain on public utilities, less energy consumption and the hillside fronting Alexis Drive will be left undisturbed, The improvements are not visible from Alexis Drive or Foothills Pork, The improvements will be visible from Polo Alto Hills Country Club, but the siting of retaining walls and cutting into the hillside will help hide the improvements. In addition, several trees will be planted to help screen the improvements in the future. The improvements will not be detrimental to public health safety, welfare or convenience. The upper retaining walls will have guardrails to prevent a fall hazard and the tennis court will be surrounded by fencing. In addition, the site is surrounded by a previously approved six foot tail fence to prevent others from reaching access to the improVements and is scheduled for installation in fall of 201 0, The location of improvements does not pose a threat to the slope or existing trees. All existing trees will be protected per Palo Alto code and be monitored by the project arboris!. The siting also screens the improvements from Foothills Park and Alexis drive to reduce public visibility. The earthwork spoils will be disposed at Stevens Creek Quarry in Cupertino, CA. Imported topsoil will also be provided from Stevens Creek Quarry in Cupertino. Regards, Dustin Moore Oesign Associate ;:;\i/i~ld"-ii, C::i(; D,~:,'(.:n (\,(_1) m\(> landscape Architecture 1265 Battery Street 5'h Floor SM francisco, CA 94111 Main 415_252.0111 Fax 415.661.6163 www suzmancole,com TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: LIBRARY DATE: OCTOBER 25,2010 CMR:385:10 REPORT TYPE: CONSENT SUBJECT: Approval of Four Contracts with Baker & Taylor for up to Three Years for the Purchase of (1) Library Books in a Total Amount Not to Exceed $950,000, (2) Audio Visual Materials & Processing in a Total Amount Not to Exceed $213,000, (3) Library Continuation Services in a Total Amount Not to Exceed $180,000, and (4) Book Cataloging and Processing Services in a Total Amount Not to Exceed $89,000 RECOMMENDATIONS Staff recommends that Council authorize the City Manager or his qesignee to execute the following contracts with Baker and Taylor for up to three years: I) Contract for the purchase of library books in an amount not to exceed $250,000 for fiscal year 2011, and $350,000 per year for fiscal years 2012 and 2013, for a total not to exceed amount of $950,000. 2) Contract for the purchase of audio visual materials in an amount not to exceed $50,000 for fiscal year 2011, and $70,000 per year for fiscal years 2012 and 2013, for a total not to exceed $190,000 and for the processing of audio visual materials not to exceed $6,000 for fiscal year 2011, and $8,500 per year for fiscal years 2012 and 2013, for a total not to exceed for $23,000. The total amount for audio visual materials and their processing would not exceed $213,000 over three years. 3) Contract for the purchase of continuation services in an amount not to exceed $50,000 for fiscal year 2011, and $65,000 per year for fiscal years 2012 and 2013, for a total not to exceed $180,000. 4) Contract for cataloging and processing services in an amount not to exceed $26,000 for fiscal year 2011, and $31,500 per year for fiscal years 2012 and 2013, for a total not to exceed $89,000. CMR:385:10 Page 1 of4 EVALUATION PROCESS A Request for Proposal (RFP) for the provision of library materials with services was issued in August 2010. An evaluation team consisting of staff from the Library Department evaluated the four proposals. The criteria used were ability to provide the types of materials and services requested; cost considerations including discounts extended, and additional charges such as service fees; compatibility with the Library's automated systems; and expertise providing required service. In the Library's continuing effort to look for staff efficiencies in light of budget and staff reductions, the vendor's services were also evaluated as to whether they would increase or decrease staff s workloads related to selecting, ordering and processing new library materials. Staff checked references from other libraries and evaluated the features and functionality of the vendors' online order databases. Since not all vendors provided a response to all parts of the RFP, the evaluation was broken into three principal types of materials -books (adult and juvenile), audiovisual materials (adult and . juvenile), and library continuations. An evaluation summary of the major components ofthe RFP is provided in Attachment A. Books Of the four vendors who responded to the RFP, three submitted proposals to provide books: Baker & Taylor; Brodart; and Ingram Library Services. On the basis of inventory and delivery time, the proposals from Baker & Taylor and Ingram Library Services were judged to be superior to those of the other vendor. Baker & Taylor offered a significantly higher discount on children's books, and even though their discount for adult books was 1.1 % less than Ingram's, Baker & Taylor offered a multiple copy discount that brought the discount to just one tenth of a percent below Ingram's. Baker & Taylor had a higher discount on trade paperbacks and short discounted books than did Ingram. Baker & Taylor also charged significantly less than Ingram for the pre-processing of new books and could deliver them in less time. Baker & Taylor's online order database was more functional than Ingram's, specifically, offering a less-cluttered visual presentation, an easier-to-use system of search filters, and a search-by-review-source feature. These features result in greater staff efficiency in the selection and ordering of library materials. Additionally, a check of references indicated greater satisfaction with Baker & Taylor's "shelf-ready" services. Therefore, staff recommended selecting Baker & Taylor as the principal vendor for the provision of adult and children's books. Audiovisual Three of the four vendors provided responses to the audiovisual section of the RFP: Baker & Taylor; Thomas KliselCrimson Media; and Ingram Library Services. Thomas Klise specializes in DVD-Roms and CD-Roms, and does not have a comprehensive enough product line to be a principal supplier to meet Library needs. Baker & Taylor offered higher discounts on DVDs and music CDs than did Ingram. It was difficult to compare Baker & Taylor and Ingram's titlelitem inventory for audiovisual materials, because Ingram included in their title count, titles accessible to the library through their supplier, Ingram Entertainment. A check of both vendors' online order databases for some less popular music CDs yielded the same item status on both sites. It seems that the two vendors are about equal in providing the typical kinds of titles that Palo Alto orders. Also, as noted above Baker & Taylor's online order database was more functional than Ingram's. Baker & Taylor is recommended for the provision of audiovisual materials, except for DVD-Roms and CD-Roms to be provided by Thomas Klise. CMR:385:10 Page 3 of 4 ATTACHMENT A SUMMARY OF RESPONSES TO RFP 137900-PROVISION OF LffiRARY MATERIALS WITH RELATED SERVICES Response Discount off Discount off Multiple Shipping I Days to Deliver # Titles I #Vols. Processing Quality of Quality of I BOOKS Provided List Price-List Price-Copy Charges Items in Stock In Stock Charge per "Shelf-ready" Web Order Adult Trade Juv. Trade Discount (Adult) Item Services Site Baker & Taylor Yes 45.40% 45.4% 1-1.2% Free 1-2 380,400/4.7million 0.86 High/Medium High Brodart Yes 46.0% 46.0% 0.0% Free 5-7 47,840/312,064 1.00 HighlMedium Medium Ingram Library Services Yes 46.50% 22.0% 0.0% Free 1-2 5,043,139/3,120,380 1.10 Medium MediumlHigh Thomas Klise No n/a. n/a. nla n/a. n/a. n/a. n/a. nla nla AUDIO VISUAL Response DVDs Music CDs CD-ROMs Audio Books I DVD-ROMs Shipping : Provided Stocks Discount Stocks Discount Stocks Discount Stocks Discount Stocks Discount Charges Baker & Taylor Yes Yes 28.1% Yes 26.0% No n/a. Yes 45.4% No n/a Free Brodart No No n/a. No n/a. No n/a. No n/a. No n/a. n/a. Ingram Library Services Yes Yes 25% Yes 25.0% Yes 5.0% Yes 45.5% Yes 5% Free ThomasKlise Yes No n/a. No n/a. Yes various Yes 12% Yes various Yes LIBRARY Response Discount off Service Charge on Number of Percent of Requested CONTINUATIONS Provided List Price -Trade Titles Provided at Titles Handled Titles Handled 0.0% Discount Baker & Taylor Yes 44.5-45% $0.00 40,000+ 92.83% .-Brodart Yes 44.0% $3.95 8,000+ 92.56% Ingram Library Services Yes 46.5% $0.00 12,000 89.59% Thomas Klise No n/a. n/a. n/a n/a. MATERIALS LEASING Response 110-books-per-60-DVDs-per-Annual No Charge SERVICES Provided month plan month plan Prepayment Replacements for Discount DVDs Baker & Taylor Yes $20,922.00 $17,992.80 2% Up to 3 mths after receipt Brodart Yes $21,318.00 $22,680.00 2% Up to 6 mths after receipt Ingram Library Services No n/a. n/a nla nla Thomas Klise No n/a. n/a. n/a n/a. I I j I ATTACHMENT B CITY OF PALO ALTO CONTRACT NO. Cll137900A AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FOR PROFESSIONAL SERVICES PROVISION OF LIBRARY MATERIALS, BOOKS AND RELATED SERVICES This Agreement is entered into on this 1 st day of November, 2010, ("Agreement") by and between the CITY 0 F PALO ALTO, a California chartered municipal corporation ("CITY"), and Baker and Taylor Inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvola Street, Suite 300, Charlotte, NC 28217 (PH) .800-795-7930 ("CONSULTANT") .. RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to CITY intends to procure Library Books and related services for its various CITY Libraries and desires to engage a consultant to provide these books and services for the libraries, collectively referred to as ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall provide Library Books from all current publishers, with the exception ofthose publishers listed in Exhibit "B", and shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through October 31, 2013, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement. . Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based Professional Services Rev. June 2, 2010 upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for provision of the books and other materials ordered, and for the performance of the Services described in Exhibit "A", including both payment for materials and services, including . processing and shipping and freight, shall not exceed Nine Hundred Fifty Thousand dollars ($950,000) payable in annual increments of: a) $250,000 in year 1 (November 1,2010 through October 31,2011). b) $350,000 in year 2 (November 1,2011 through October 31,2012). c) $350,000 in year 3 (November 1,2012 through October 31,2013) The applicable Costs for Books and related services are set out in Exhibit "C", entitled "DISCOUNT TERMS AND CONDITIONS OF SALE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices to the CITY describing the materials purchased and services performed and the applicable charges, based upon the CONSULTANT's discount terms and conditions of sales (set forth in Exhibit "C") and billing rate discounts for books and other materials (set forth in Exhibit "C-l "). CONSULTANT shall be paid for books and other materials received by CITY. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULT ANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the m~terials to be provided and services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 2 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT:, shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULT ANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANt, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent ofthe city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion ofthe work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any sub consultants and for any compensation due· to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a sub consultant. CONSULTANT shall change or add subconsultants only with the prior approval of tq.e city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the project director to have supervisory responsibility for .the performance, 3 Professional Services Rev. June 2, 2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI l137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc progress, and execution of the Services. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement\personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion ofthe Project or a threat to the safety of persons or property. The City's project manager is Mary Minto, Library Division, 1213 Newell Road, Palo Alto, CA 94303, Telephone:650-329-2517. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF,MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. N either CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, exp~rts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not 3 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cl 1 137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation ofthe same or of any other term, covenant, condition, provision, ordinance orJaw. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance ofthe Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately 5 Professional ServiCes Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI 1137900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc discontinue its performance of the Services. 19 .2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereofto CITY, but only-in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhislher discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, Professional Services Rev. June 2,2010 6 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII 137900A-Baker & Taylor Books\Contract CII 137900A-Baker & Taylor Books.doc , it will not employ sub consultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3., If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred Purchasing policies which are available at the City's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or compo sting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions ofthe Charter ofthe City of 7 Professional Services Rev. June 2, 2010 S;\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc Palo Alto and the Palo Alto Municipal Code. This Agreement will tel'JJ).inate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. . 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULT-ANT personal information as defined in California Civil Code section 1798.81.5( d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security ofthe system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 25.9 All unchecked boxes do not apply to this agreement. 8 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\CI I 137900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc EXHfBIT A SCOPE OF SERVICES Baker & Taylor offers various levels of service dep~;nding upo;'-iherecjuirements of the Library, The following response pr.ovides both a standard service approach (BTMA'RC).and a clIstomized approach (CustomizedServke~, '. Baker & Taylor's Customized Library ServiCes (CLS) division has provIded clIstomized cataloging and . processIng to libraries since 1989. Should the PACL opt for system and shelf ready materia~ CLS has the experience and the expertise to exceed the library's expectations, ' . Standard ServIces Your orders are Important to us, and we strive to produce accurate shipments with quality cataloging and'processing services. Following is a brief description of our product receipt and order fulfillment ~~~ " Inventory I Order Fulfillment As titles are received In our service center, they are "scanned In" by barcode or UPC number. This creates a unique identifier for each title, This identifier will always be associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is phYSically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Myltiple Checkpoinl;§ Your title order is checked and re-checked for accuracy as it flows through our various departments, As titles are' selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processing Services Any orders requiring processing services are circulated through our ProceSSing Department. Here, the order Is checked against processing specification sheets. These sheets detail the cataloging . /processing requested for the titles ordered on an account, as well as any special instructions associated with the order. Processing sheets are developed only after the appropriate Library contact has reviewed and approved the specifications for the account. . . . Packing I Shipping After titles have been properly processed to specifications, they move forward to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. The destination address of the boxed order Is now verified a-gainst our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and Individual carton weight. Each carton in a shipment is numbered, and the final carton also Indicates total carton count (e.g., 1,2,3, and 4 of 4). . Customized Library services CustomIzed Services Baker & Taylor will work with the PACL library and its staff to develop and determine the required service speCifications at no additional cost. Our project management approach is described below. Baker & Taylor's Customized librarY Services utilizes a team approach to working with libraries to help manage projects In the areas of Collection Development, Ongoing Cataloging and Pro.cessing, and Opening Day Collections. The core of this team approach is our project management philosophy. Our project managers and support staff will work with the library to Insure that all requirements are ,-. 10 Professional Services Rev. June 2,2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc documented and understood, necessary resources are available, and that a proper framework for communication is in place. . All CLS project teal'Ds consist of the library staff, and a mininium of a project manager, an automation specIalist/cataloging/processing manager, ,and an account coordinator. Collection development managers are included on an as needed basis. Team members are responsible for managing their assig'ned resources to complete the project. In turn, each team member works closely with the project manager to ensure compliance to all requirements, As a current customer, PACl has an established <:lS Project Team as outlined below, Upon award, ClS will work with the library to review your account structure, cataloging profiles, and proceSSing profiles. Based on this reView, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS Regional sales manager to determine what 'steps the CLS project team needs to take .. Our Service Ryan Gallagher Penny Prince Scott Crawford Amy Glaza Penny Ginn Project Manager Account Coordinator as Director of Sales Sales Consultant Cataloging Manager cataloging services for the City of Palo Alto are available through Customized Library Services eClS). Customized Library Services' custom cataloging is BAKER & TAYLOR'S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. CLS wiil use one of two methodologies to perform cataloging services. Our preferred method is to access the Library's ILS usIng the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TLC) to create a state of the art cataloging methodology that leverages Z39.50 protocol for accessing the library's database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS Catalogers to have access to the' most current version of the library's cataloging records without the overhead of being directiy online. Records obtained from the Library's database are saved to a library specific work file located in our secure cataloging utility. The records In the work file are uSed in the creation of spine labels and as a vehicle for providing item-linking information. Original cataloging (described below as well) will be performed as nel)lded. It should be noted that the cost for this alternate methodology could be different then the pricing quoted in this proposal. Major Features of the CLS Preferred Cataloging Methodology (Z39.50): Only authorized CLS catalogers have access to the library's database and work file. The cataloger will process material first ~y searching for a matching record in the library's database and work file simultaneously. A successful search occurs when our cataloger matches the data elements found In the appropriate record tags. CLS considers the title, author, imprint/publisher, edition and dat~ of publication when matching a record. During the CLS prOfiling, the project team will document the appropriate attributes for matching records. When a matching record is found, the appropriate item level information (examples: barcode number, list price, collection code, etc.) is keyed and the record Is saved to the library's work file. If a record is not found in the library's database or work file, the CLS Bibliographic Database is searched, followed by LC MARC and the resource databases of TLC. The CLS Bibliographic Database 2 11 Professional Services Rev. June 2, 2010 contains all CIP records upgraded to full MARC standards by CLS catalogers, as well as new records created by CLS original catalogers. If the record is not found In the above resources, the Library may also choose to have CLS search OCLC on their behalf for records not found In the library's catalog. Once a record is located in OCLC it is saved to the Library's work file and the record is updated to the Library's specifications. The option of utilizing OCLC will also help to minimize the Library's need for original cataloging. Please note that the process of using OCLC is available upon CLS' receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library's behalf. There are no additional charges from CLS for this service. However, it\should be noted that all corresponding OCLC charges will be the responsibility of the Library. On a weekly baSiS, an electronic file is sent to OCLC to update the library's holdings for all contributed records. When a full matching record is found In one of the resource databases, It is upgraded to meet the library's specifications and the appropriate item tag is keyed. The record is then saved to the library'S work file. If the matching record found is not a full :Ievel record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographic Database. The record Is then further edited to meet the library's specifications and the approprIate item record is keyed. The record is then saved to the library'S work file. The exception to a full level record would be that some AV pre-pub records are not . upgraded to full MARC standards. However, these records are upgradeable to the Library's local standards. If a matching record cannot be found in the multi-database Search string, a request is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to AACRJ. rules .. LC authority files .are used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved [n the CLS Bibliographic Database. The library's assigned cataloger is notified and the record will be edited to meet the library's specification and appropriate item tag is keyed. The sample records enclosed (Exhibit K) represent the minimum level of cataloging for AV materials. Every title sent to the library will have a full MARC record with the appropriate item tags. The records will either be new additions to the library's catalog, edited and modified to the Iibrary(s standards, or existing records from the library's catalog. When the cataloger has completed the order, laser printed label sets consisting of spine, barcode, bibliographic, and other labels as required by the library are printed. We have enclosed a photocopied sample in Exhibit J. The barcode is provided in a standard format, with an eye readable number strip available. All other labels are customizable for font, pitch, boldness and italics. Options for label font include Courier, Times New Roman and Arial and pitches 12, 14, 16 and text can be left justified or centered. For thin books, we can provide one line spine labels and for Picture Books we can provide a larger font author letter spine label. The library will supply a unique barcode range, barcode prefix, and symbology information. call number and bibliographic information is extracted directly from the MARC record to ensure accuracy. After the labels are printed, a file of MARC records corresponding to the titles In the order Is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FrP server for the library to retrieve and load. The records are maintained on the Library's work file for historical reference. 3 12 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc I I I I Processil19. The CLS department has over 350 trained professionals staffed to handle the library's customized requirements. These staff members are dedicated to meeting the library's requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched in our industry. After cataloging is complete, the processing department completes the physical processing of each item. The processors review the processing instructions gathered during profiling. Following these instructions! the processor attaches the spine label! barcode, and any special labels required by the library. After the application of all physical components, the library's materials move to the jacket selection area. Experienced technicians size the books so the . appropriate Mylar jacket can be appJled to the dust cover of the book. After the material is fully processed! it is ready for the final and most important stage in our CLS process, back audit. The back audit team is the final step In ensuring the material we ship to the library is of the highest quality and is In compliance with the library's profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the site Visit. Once the library's material passes. this stage! the order is ready to be staged for delivery to the library. 13 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc EXHIBIT B Publisher Not Supplied List Book jSpoken Word Audio Materials Baker 8t Taylor, Inc. 2550 West Tyvola Road, Suite 300 Charlotte, NC 28217 Please note: this is a dynamic lise. publishers may be added or de/~ted at any time, . S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI 1 137900A-Baker & Taylor Books\Contract CI1137900A-Baker & Taylor Books.doc PU8L1SHE~S NOT SUPPLIED A,& R Publishing' A Mountain Press ANichols Worth ' Ato Z Publishing Co AC Equipment Services AANovak A. Cabaniss AP,P,LE. Information AA Records AM ( Aabbott McDonnell Winchester Aaron Publishers Aba Publishing Abbey Books AbbeyPubns ABC Publishing Co Ltd ABC Schwarm Pub Inc Abee Custom Graphh;:s Abington Press Ahlenet Abopt Faces Pub Co Academic Booksellers Academic Computing Pubns Academic Consulting Testing ACademic Enterprises Academic IntI Press Academic Library Service Academic Press Canada Academy of Management Academy of Parapsychology & Medicine Academy of Professional Art Conservation & Science Academy Professional Information Services Acado Co . Accent Publishing Co Access Publishing ACCIS Graduate Workforce Prof ACCOUnting Pubns Acme Law Book Co ACPL Foundation Persi Project Act III Pub Actex Publications Actors Equity Assn AD Daily, Adams Book Company Adams Pub Group Adaptive Communications Mare Publishing Adlibs Publishing Co. Admiralty Pub House Ltd Adoption Press Advanced Therapeutic' Communications Advances in Dental Research Advisory for Open Education Aeolian Press Aerotravel Research, , Aesthetic Press Aesthetics West Aevac Inc Afric,an Amer. Inst. African Bibliographic Ctr , Africaf.l Books Collective Ltd Afro. Amer, Historical & Cultural Museum After Dark After School Exchange After the Battle Magazine Afton Publishing Co. 'Agape Drama Press Agascha Productions Agency for Int'I Development Ager:'lda Agnes & Johns Agora Inc. AHA Experiences AIC , AlD-U Pub 'Co Aikido Federation of CA AIMS Inti Marketing Services Air Force Association , ' Akili Books of America Alan Arrhstrong & Associates Alaska Hist. Commission ' ,Albatrass Books Albert ShadowEtz Albuquerque Conservation Assn Alchemy Books ' Alcoholism Trust Comm Alcohol & Drug Problems Assoc of North America Alcott Press Alden Production & Marketing Aldus Corp , Alecto Historical Editions Alexander Broude Inc Alexander Collection Alexander Hamilton Inst Inc Alfred Zambelli All Industry Research Advisory Council Allans Allen Linderman Allgood Books Alliance Pub Allied Artists of America Assn Allied Enterprises Allied Industries Allied Publications Allowance Almanzars Coins of the World Aloha Press Alph Phi Inti Fraternity Alpha Communications Alpha Pubs AlphaviJlebooks AIEEE Magazine, Alpine Fine Arts, Alpine Hansen Ltd Alta Publishing Co Altair Pub Co Alialena Press Altech Pub Co Alteration Counseling Alternative Press Alternative Sources of Energy 15 Professional Services Rev June 2, 2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER ·eM FOLDERS\KA THY\Contra cts\Cll137900A-Baker & Taylor Books\Contract C11137900A-Baker & Taylor Books,doc Australian Council.of Churches ' .. ':;' . Australian Natl Unlv Pr .. , "" .. , :. "",: '., Al,lstrlan Statistical.Socl~ty Austria . ., '. :. '\uthors Edition Inc '" .,':: '. " .uto LogIc Publishers ." : . ,-Iutomafed Education Genter ' .. ,: . .' ", .' Automated Eiducation Center Mcinagementl.llJformatlo!1" Automation News . ., .. ' .. . Automobile Assn "Automobile CJub of Southern California' .... ',,' : .Automoiive Contact . , AV Enterprises Press Aviation Pubns . . Avis Ente'rprises Inc Avondale Press AVPPub Co S & B Publishers B&E Press S'Nai Brith SIP Communications Services Inc Babel Enterprises Bachelors Pad Backside Press Bacon's PR and Information Systems Bagchilco KP Sagglani-TewelJ Educational Materials SaileyT.M. '. Bainbridge Inc Baker Science Rackets Balboa Publishing almvir Book Publishing Ltd a/und Inc Banbury Distributing Bande House Pub Co Bank Marketing Assn Banta Company Bantam Books of Canada Ltd Banting Publishers 'Barbara J. 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Wayside Press Webb & Bower Pubs Ltd (UK) Webb Company Weber Costeno Co Weber Editions SA Wedge Publishing Wednesday Press ... ~ , Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI I 137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc ' ... , ':1. Weekend Chief Pub: Co. . C",'· r.' ';·;':~f.{··;".~·r:! :~;:'; !...~_ .. -f.-.;',.; •. . Weekly Reader Books ii,', .~t '(;;<:i.'I;:,:( "::;;;'~'~'~:." . .. ". WeIght Centro I Jn~t .' ", ,::.;",::,~ '::~, :, . . !~.-,-Wellingto-n Press . {l"':~)(":: i '; ";:":~'!:'i ~-::'il.'·'i\' 'J\o'ells & Asso·c:jEJ~~s.:·:·,·.:· l' •. ·~,)'i·<; ?:".,,::'.o';\ r<lr:~~ ';,,' Wells Publications Ltd: "o:r .... ::;,':~/(}' '!",,:::;:'! Wendy's Bookworks' :;w,:·~.;;:;, .. ):tj ,:,~,>" Wenkart Hen! . ,,". .~. ".fl': :;;".:,).;' Wepf & Company ,.'",,:'," :. Wesson Davis Publishing ):, ."', ,,' West Virginia GeologIcal & Economiq S\,lr:VeY:l",,,l~(.;·, . West Virginia Mining & 'Reclomation Assn, :: ;~~';, .. ~ :,.' West Virginia Univ. Pres~ :".;: :::.:1 ' ... ' ,'. Western Book DIstributor? ." ,:.( ,r;~ .' :, . Western Center Domestic Violence . ..!; ,.. ': .. Western Fishermans Pr Western Heritage Press WestemNewYork Genealogical Soc::· . Westem Newspaper Pub Co Western Veterinary Conf Westpark Books Westroots . Westview PublIshing' Co. Westwind Publications Westwood Communications Wetlands Surveys White:Crane Publications White Fish Authority White Hatch Group . White Mountain Pub House Vhite River. Press Inc. . vhitehafl Publishers Whitlet & Shepperson Inc Wholeo Books Whos Who In Baseball Magazine Co Inc Whos Who in Black Corp. Amer. Whurr Publishers Ltd. Wiesler EduCation Inc. Wild Geese Pub Co Wildlife Education Wildman Press Wiley Eastern Limited Wi.1I H Hays Jr Will Mahoney Will Stice William Alexander Shaw Pub. Co. William F. Mayfield' . William H. Allen William K. Walthers Inc. William.M. Mercer-Merdin'ger Inc. William Wallace Productions Inti VI/illows Pub Group Wilmar Publishers Wlmsey House Windflower Press, Window Editions '~/indrush Press ndy Row Press Wingate College Winter Wheat House Winthrop College Wisconsin Architects l-nc. Wisc.onsln Dept of Natural -Resources . :' ~.; , Wisconsin LegIslative ., '". . .,. . . , , Wisponsin Milk Marketing Consl;lmer SerVic!'l. Wisconsin State GenealogIcal Soci$ty Inc: ':.' Wiswell Ruff in House . ,. Wit Bar Co. . .. ." '.' , ; .",: Wm. H. Wise ~ Co. Inc. Wolves & Related Canids Women on Words arid Images Women Take Charge Womens Auxiliary of the Cance~ Society' Womens .Bureau US Dept of Labor Womens Press WQmens Sports Foundation Woo'd Publications WoOded Hili. Press . . Wooden Needlepresg . Wooden Shoe Woolly Pubns Inc. . Word Gets Around .:.: '.-'. !:-. .r :;.~, '~'., • ·Word of Mouth Press . \lVorqperfect Corp. 48 Work At Home Press Workshop Unlimited World Almanac Education World Biography Press World Book World Book Encyclopedia Inc. World Book-Childcraft IntI. World Eagle Inc. World Food Institute World IhteUectual Or9: World ·Issues information Bureau World Leisure & Recreation World Lib Publicatiur)s World of Vision Enterprises World Science Education World Uni)'! Pr World Wide Distributions Worlds ofVitonder Inc. WorldWide Reference Bks Worldwide Reference Sources Wrestling Div of the AAu Inc. Wright Pub Co Wright State Univ Writers Development Trust Writeworks WWHPress Wyndham House Wyoming Water Resource & Research Inst Xenos Books Xerox Education Publications Xvan Thu Y'Bird Yellow Jacket P.ress Yellow Springs Computer Yello.wfire Press Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc I, IL l: III, ~" !, f' f' IV. ';-i V. VI, . . VII. i' ~;VIII, X. XI, XII. ·PUII, ?: XIV. xv. category Definitions I. ItXHHBIT I1H Adult Trade HardCGller Editions CO. C) (may Indllde some spoken word audIo materials) . High demand materials from Widely distribUted publishers designed for·the general consumer, usually dealing with a subject matter having broad mass appeal, These titles are typically released In hardback and can be either fiction or current non-fiction, Publisher promotional/media expendnures and prtnt runs are customarily higher for these titles than for most others. Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses). An example of a trade edition would be: ~ by John Grtsham, ISBN: 0385510454, 'uvenlle node Hardcover Edition. CJ) High demand, juvenile materials from widely distributed publishers designed for the general consumer, usually dealing w~h a subject matter having broad mass appeal, These titles are typically released In hardback and can be either nctlon or current non-fiction, PublISher promotional/medla expend~res and print runs are customarily higher for these titles than for most others, Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses), An example of a trade edition would be: A light In the AttIc by Shel Sliverstaln, ISBN: 0060256737. Adult Quality PQDerbacl! Editions (8, C) High clemand paperback materials from widely dlsttibuted publishers, other than the standard rack size paperback, typically found In bookstores and other retail ouUets, Inventory Is maintained with preferred stock status (regulatiy stocked In three to four major warehouses), An example of a quality paperback would be: M\! Sisters Keeoer by Jodi P1coul!, ISBN: 0743454537, Juvenile Quality papBrback Editions (G) High demand, JUVenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found In bookstores and other retail outlets. Inventory Is maIntained with preferred_stock status (regulatiy stocked In three to four major warehouses). An example of a quality paperback' would be: Charlotte'S Web by E,B, WMe, ISBN: 006440055], Mass Market PapeWek Editions (P) A standard rack size paperback typically found In bookstores or other retail outlets, An example of a mass market paperback would be: The Girl Who LOVed Tom ~ by stephen King, ISBN: 0671042858. Single l!dIHon Reinforced (R) A high quality binding designed to provide a long shelf life In a heavy use environment, Aithcugh the binding Is fanned and glued It may not be sewn, which Is typically found In the publisher library edition, Subject content can Indude both nct!onal and non-fiction works appealing to juveniles as well as adults, These bindings are Iden~fled by the publisher to Baker & Taylor, An example of a single edlUon reinforced binding would be: BunnlaJla Strikes Again! By James Howe, ISBN 0689814631, Publisher Library ~djtlon. (Z) Action as well as non-fiction mateJ1a1s appealing to both juveniles and adults, designed with the rugged durabll~ required of the environment typically found In a library setting, Publisher Ubrary Ed~lons are traditionally of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding, These bindings are Identified by the publisher to Baker & Taylor, An example of a publisher library edition would be: If '(pu Gh!e A elg A Pancake by laura Joffe Numerofr, ISBN: 0060266872. ynlversit>( Press Tillde ~It!on. (A)(may Include some spoken word audio mater/ols) This category would Include any University Press nade Editions, both adult and juvenile, and are subject to publisher reciasslficaUon. An example of a unlvers~ press trade edition would be: Itte Oxford Cgmoanlon to the Garden by Oxford University Press, ISBN: 0199551979, Text. Technical. Reference. Sm!!n Pre99. and/or TItles of limited Demand (S. X. tj. L, M. V. T. U. W. letter O. 4. 5. 6.7, 8) Category of materials Includes, but Is not limited to, bext, technical, reference, professional medical, small press, and some university press titles (excluding UnIVersity Press Trade Editions), It Includes titles purchased from publishers on a non-returnable baSiS, those publishers that extend little discount to Baker & Taylor, and publishers whose titles have limited sales volume based upon a sernl-annualrevlew. It Indudes IndMdual titles which do not qualify for preferred stock status (based .upon a quartetiy review) and Individual tltles which qualify for preferred stock status, but have limited demand (calculated over a roiling 12 month penod). Additionally, any publisher which Is not In compliance with some of Baker & Taylor's purchasing requirements could be In this category. Materials In this category are both adult and juvenile and may be of any binding. Examples within this category would ba: The Merck Index. ISBN: 0911910131, StrateQles That Work. ISBN: 1571103104 and Beauty and the East ISBN: 1566563879 Imoo~d English and Non-English Language EdltIons.fF,K,1,3) Titles produced and disttibuted outside of the domestic US. These titles may be of any binding type and represent various publishers, Enhanced Service Program Titles (y IQ) This category Includes materials Where Baker & Taylor receives no discount from the publisher, or prepayment Is requIred by the publisher, or publishers which have restrictions on returns, or books of small or non-commercial publishers with limited sales volume based upon a semi-annual review. Any publisher which Is not In compliance with Baker & Taylo~s purchasing requirements would be In this category, Materials In this category may be of any binding. These Utles will receive no discount. An example within this category would be: Pat!)s to Recovery, ISBN: 0910034311, SpokeD Word Aydlo (H) Primarily abridged materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal, These titles can be either nctlon or current non-fiction, An example of a primarily abridlged spoken word audio would be: ~ by John Grisham, ISBN: 0739316443, Board Books (I) Durab'le matetials from widely distributed domesUc publishers designed for young children; pages are manufactured of heavy gauge cardboard to prevent tearing. These edltlons typically feature few pages, simple themes and colorfulillustratlons or photographs, An example of a board book would be: Runaway Bynny by Margaret WIse Brown, ISBN: 0061074292, Novelty Items/Activit>( 'looks (I) Spedally packaged gift set Or novelty Item related to a book product or attached as an accessory to a book product, These Items would Indude a book with toy, rag books, washable cloth books, books with accessories or kits, electronic sound books, sUcker books, tracing books or coloring books, This category also Includes any non-book merchandise such as model kits, hobby kits, flash cards or Jigsaw puzzles, An example of an item In this category would be: Chesterfield the Pig: Book and IQy, ISBN 0307145077. . SA.apla! programs CD and E as indicated In Exhibit A) Programs, formats, or editions offered only by Baker & Taylor or not Included In any other category, These programs Indude but may not be limited to PaWPrints and Turtleback editions. Examples of Items In this category would be: Cliff Old's Valentines Day by Norman Bridwell, ISBN 1435201736 (PaWPrln~ prebound edition) and Mr, putter and Tabby SPin the yarn by Cynthia Rylant, ISBN 1417795565 (Turtleback prebound edlUon) 49 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc (Continued) Baker &. Taylor, Inc. Discount Terms and Conditions of Sale Also, please note that: • Publisher's list price is subject to change without notice. • Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment. • Baker & Taylor reserves the sole right to be the final determinant of product categories, category definitions and price Indicators. The discounts vary based on this determination. . Titles are categorized by Baker & Taylor for pricing purposes by considering the binding, general marketing categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to relationships with publishers such as shipping terms, payment terms, publisher's discount, returnability to publishers and other factors. Product categories, category definitions and price indicators are subject to change at Baker & Taylor's sole discretion, without notice, based upon the above-described factors for categorizing titles. For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles a price in Its electroniC catalog which is based upon Baker & Taylor's eStimate of market conditions. • For imported titles where no publisher list price is assigned by the publisher for the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price in Its electronic catalog which is based upon Baker & Taylor's estimate of market conditions •. • For PawPrlnts editions, Baker & Taylor will assign such titles a price in Its electronic .catalog which is based upon Baker & Taylor's estimate of market conditions. • . Titles of limited demand or from small or specialty publishers generally are Included In Product category IX or Product Category XI. • The discount terms and conditions In this Exhibit A-l do not apply to Baker & Taylor's Continuation Services or Approval Programs. • Baker &Taylor provides an Invoice that Identifies the publisher's current list price, the discount offered, and the exact price charged for each title ordered. The Library is a subscriber to our TItle Source 3 bibliographic database product. Please use your eXisting Id In conjunction with the discount inlormatiop listed In Exhibit A-l to assIst in the evaluation of our proposal. 51 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900A-Baker & Taylor Books\Contract Cl I 137900A-Baker & Taylor Books.doc EXHIBIT C-l BILLING RATE DISCOUNTS I. CONSULTANT agrees to deduct from the publisher's standard list price when invoicing the CITY the following flat percentage discounts: (See Category Definitions in Exhibit B-1) A. LIBRARY MATERIALS 1. Adult Books Trade Editions/Category Definition I Mass Market Paperback Editions/Category Definition V Trade Paperback Editions/Category Definition III Graphic Novel Series Short discount Publications/Category Definitions VIII, IX Net Books/Category Definitions IX, X, XI Spanish Books Discount Discount for 3 or More 45.4% 46.4% 41.2% 42.4% 41.2% 42.4% See Exhibit C 9.5%* 0.0%* See Exhibit C * Titles which receive minimal publisher discount will be invoiced at list price. Titles where CONSUT ANT receives no discount from the publisher or prepayment is required by the publisher or publishers whose titles have limited demand and/or non commercial publishers will be invoiced at list price. 2. Children's Books Children's Trade Binding/Category Definition II 45.4% 46.4% Children's Publisher's Library Bind/Category Definitions VI, VII 22.3% Mass Market Paperback books/Category Definition V 41.2% 42.4% Trade Paperback Editions/Category Definition IV 41.2% 42.4% Short discount Publications/Category Definitions VIII, IX 9.5%* Net Books/Category Definitions IX, X, XI 0.0%* Children's Series Titles See Exhibit C Spanish Books See Exhibit C 52 Professional Services Rev June 2, 2010 S :\ASD\PURCIDSOLICITA TIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\C 1113 7900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITHAM BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW' , , MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES YES YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING " PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY I COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULT ANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY 53 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900A-Baker & Taylor Books\Contract Cll137900A-Baker & Taylor Books.doc l. I I THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. . NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 54 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl I 137900A-Baker & Taylor Books\Contract CII137900A-Baker & Taylor Books.doc 1.;111 VI'" t"ALV AL I V t"UM·~HA~t: VliUI::H I t:MIVI:::' P.I~U l-VI'IUII IVN:::; ACCEPT ANCEfAGREEMENT: City of Palo Alto ICitv) reserves thl! right to (~jec: any and aU qu»t8Iions. to waive any Informalities. and. unless otherwise specified by Seller. to accept an'" item in a quota1ion. 8y accepting or filir:g this Purchase Order (p.e.>. SeUer agrees t~ the terms and conditions herein whien shall pre'Jail over any inconSistent provision in any lorm or arhet paper submined by Seller. All s~jpments or services performed shall be deemed [0 have b~en made pursuant herelQ, No other terms are acceptable. This P.O., including '311 soecilicatlons and drawings •. st:all conStitlite the entire agreement between the oarties unless mcdified in writing by CltV. CITY'S PROPERTY: Seller agrees that the information, tools. jigs. dies, or malerials, and drawings, "altern!. and specification supplied or paid for bv City shall be and remain CiW propeny and shall be held by Sellar fer City unless directed otherwise. Seller sh all aCCOunt for such items and keep them protected, insured, and in gqod working conditions without e)Cp~nse to City. DELIVERY: The terms of delivery are as stated on the attachment hefElot. 1he obligation of Sailer to meet the delivery dateS, specifications, 21nd Quantities set forth herein is of the essence of this P.O. No boxing, packing, or cartage Charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified oursuant to City's written instruction. Items not delivered may be canceled without penalty to City. Shipments in greater or lesser quantity that OIdered may be returned at Seller's expense unless written autho(ization is issued by City. PRICES; The price which Seller charges in fitling this P.O. shall not be higher than Seller's most (ecent quote or charge to City tor such materialS, supplies, services and/or installations ut\less City expressly agrees Otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction In the price of any ilem(s) listed herein which may be made by Seller at any time prior to the last delivaty of goods or sarvices covered by this P.O. TERMINATION: City shall have the right to terminate this P.O. or any part thareof upon tan (101 days notice In writing to Seller. (l) Without Cause. City may terminate all or any part of this P ,0, without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty 1301 days after effective date of termination. 12) For Cause. If SeUer lalls to make any delivery in accordance with Ihe agreed delivery date, delivery schedule, or otherwise fails to observe 01 comply wilh any of the other instwctions. terms. conditions or watlanties applicable to this P.O .• City may. in addition to any olher righl or remedy plovided by this P.O. or by law. terminate all or any part of Ihis P.O. in writing without any liability of City with respect to Seller at any time during the term of tNs P.O. In the event ot termination for cause, City may purchase supplies or services elsewhere on such terms O( in such manner as City may deem appropriate and Seller shall be liable to City for any cost and other expenses incurred by City which is charged 10 City. CHANGES: City shall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications. the qu~nthy of items called tor. delivelY schedules, and requirements covering testing, paCkaging. or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then 110) days after leceipt by Seller of notice 01 such change. Plice increases or extensions of tie tor delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's Purchasing Manager . . INSPECTION: City shall have the right (0 inspect and approve or reject any materials. supplies, services and/or inslallations upon arrival of notice of completiofl prior to payment withOut regard to Ihe maMler of shipmen.t, completion, or any shipping or price terms conlained in this P.O. All materials. supolies, services and/or inslallations must be luroished as s~ecified. (1) Oefecdve. damaged. and nonconforming matetials andlor supplies may be returned fl)r credit or refund, at Seller's expense. City may chlHge Seller for all expenses of unpacking, examining; repackin9 and reshipping of suctl materials andlor supplies. 121 Oefectlve, incorrect and nonconformIng setvices and/or Installations may be returned for credit or refund. at Seller's expense. All 01 the above notwithStanding plior oayment by City. (J) Seller's obligations to wave defects that exist. EXHIBIT E WARRANTY: S~lIer expr~'isly warrants that all mat~nalS, SUPPlies. services andlor installations covered bV this ?O. shall: '11 conform!o the specific3tions. drawings. samples. or ';)(hel descriptio"s specified by City or if none are so specified. to Seller's standard spec.tir.!HIOn or the slandalds of the ASTM or ANSI or \lther national standard organizations; 121 be new and unless specified to the contrary on ;he !aca hereel. wi1l be Iree from defects in material and work.manshlP and ',illl be free of aI/liens and encumbrances and will conform to,any affirmation of facts made on ~he conlalOer or label; 131 be adeQuately contained. packaged, marked, labeled andfor prOVided in c~mpliance with all applicable fedelal and state laws and regulations (includIng materials deemed hazardous); 14) be performed within the rules and regulations of the Occupational Safety and Health Act ot 1970 (as amendedl; (5) be produced or transferred or disposed of as required by federal and slate laws and regula lion under the conditions of the Toxic Substances Control Act: the HazardOUS Materials Control and Haurdous Waste Regulations; and other tOXIC laws and programs. Seller fUHher exptessly agrees to protect, indemnify. and hold harmless Citv, its employees and agents for any loss. damage. fine, liabillly, fee (including ressonable charges and fees) or e)(pense arising in connection with or resulting from Seller's failure 10 furnish materials or supplies or perform services that conform with any warranty contained herein. 16) have good marketable litle. GOVERNING LAW: This P.O, shall be govetned by Ihe laws of the Stale of California. INDePENOENT CONTRACTOR, INSURANCe: Seller certifies, by acceptance, that he/she is an Independent contractOI. Seller shall protect. defend, and indemnity and hold City harmless against all damages, liability. claims, losses and expenses lincluding anorney's fees) arisIng out of, or resulting in any way from Seller's negligence in providing the goods Of services purchased hereunder or from any act or omission of Seller. its agents, .employees, or subcont~actols, Seller shall mainlain such public liability insurance. Including contractual liability, automobile and general public liability. (including non-owned automobile liability) Worker's Compen:;ation. and employer's liability insurance as well adequately protect City against such damage.lJab·llities, claims, losses, and expenses lincluaing attorneys' fees). Seller agrees to submit certificates of, insurance, evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: 8'1' acceptance of this P.O., Seller cel~ifies it is in compliance with the Equal OPPOftUOlty Clause tequired by Executive Order 11246. as amended. and the Palo Alto MuniCipal Code. as amended. including Affirmative Action Compliance ~r09rams for Velerans; Handicapped; and Minority Businen. and other equal opportunity programs. FORCe MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its conlrol. Seller shall hold such matenal supplies, services and 01 instal.lallOns at lhe direction of City and shall deriver them when the cause affecling the delay has been removed. City shall be responsible oniy lor SeHers' direct additioflQl costs in holding Ihe goods or delaying pelformance of this ~ .0. and CitY's request. Seller shall also be excused if delivery is delayed by unforseen events beyond its reasonable control. provided Selier notifies City as soon as they occur. City may cancel this P.O. il such delay exceeds thirty (3D) days form the original dehvery dale. Seller shall us8 its best eHofts 10 grant preference to thiS P.O. oyer those of other cUSlomers which were placed after this P.O. 55 A.UTHORITY OF AGENT OR FACTOR: Sellel reptesents that, whenever it executes Ihis P.O. on behalf of a thild party as an 8g8m or factor, it shall disclose the exislence allhe agency or factor relalionship to City. SeHer shall be deemed to have (he legal authority to enter inlO this P.O. with City on behalf of thathild party. INTERPReTATION OF CONTRACT DOCUMENTS: In Ihe event of a conflict between the terms of this ~.O. and the altached specification with lespect 10 any obligation of Sellsr. the provision which impose 1he greatel obligations upon Seller shall prevail. Professional Services Rev. June 2, 2010 ATTACHMENT C CITY OF PALO ALTO CONTRACT NO. Cll137900B AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BAKER & TAYLOR, INC. FOR PROFESSIONAL SERVICES PROVISION OF LIBRARY MATERIALS (Audio Visual) AND RELATED SERVICES This Agreement is entered into on this 1 st day of November, 2010, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Baker and Taylor Inc., a Delaware Corporation, authorized to do business in California, located at 255 0 West Tyvola Street, Suite 300, Charlotte, NC 28217 (PH) 800-795-7930 ("CONSULTANT") .. RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to CITY intends to procure Audio Visual Materials and related services for its various CITY Libraries and desires to engage a consultant to provide these books and services for the libraries, coll~ctively referred to as ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Materials and Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall provide the Audio Visual Materials from the Publishers listed in Exhibit "B" and perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of CITY. SECTION 2. TERM .. The term of this Agreement shall be from the date of its full execution through October 31, 2013, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based Professional Services Rev. June 2, 2010 upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for provision of the Audio Visual materials ordered, as listed in Exhibit B, and for the performance of the Services described in Exhibit "A", including both payment for materials and services, including processing and shipping and freight, shall not exceed Two Hundred Thirteen Thousand dollars ($213,000.00) over the Three Year Term of Agreement. Annual Not to Exceed amounts include: a) $56,000 in year 1 (November 1,2010 through October 31,2011), including $50,000 for Audio Visual Materials and $6,000 for processing fees of audio visual materials .. b) $78,500 in year 2 (November 1,2011 through October 31, 2012), including $70,000 for Audio Visual Materials and $8,500 for processing fees of audio visual materials ... c) $78,500 in year 3 (November 1,2012 through October 31,2013), including $70,000 for Audio Visual Materials and $8,500 for processing fees of audio visual materials .. The applicable Discount Rates for Audio Visual Materials are set out in Exhibit "C", entitled "TERMS AND CONDITIONS OF SALE". The applicable fees for processing audio visual materials are set out in Exhibits "C-l" and "C-2", which are all attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices to the CITY describing!the materials purchased and services performed and the applicable charges, based upon the CONSULTANT's TERMS AND CONDITIONS OF SALE (set forth in Exhibit "C") and billing rates for processing audio visual materials (set forth in Exhibit "C-l" and Exhibit "C-2"). CONSULTANT shall be paid for materials received by CITY. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and sub consultants, if permitted, have and shall maintain during the term of this' Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. 2 Professional Services Rev. June 2, 2010 S;\ASD\PURCIDSOLICITA TIONS\CURRENT BUYER·CM FOLDERS\KATHy\Contra cts\CII137900B·Baker & Taylor A V & Processing\Contract C11137900B·Baker & Taylor A V and Processing. doc All of the materials to be provided and services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION7. COMPLIANCE WITH LAWS. CONSULTANTshallkeepitselfinformedofand in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents t9 construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design ofa public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY· for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning 3 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing. doc compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULT ANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances cause the substitution of the project director, projec~ coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City's project manager is Mary Minto, Library Division, 1213 Newell Road, Palo Alto, CA 94303, Telephone: 650-329-2517. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 4 Professional Services Rev. June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker& Taylor AV and Processing. doc 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnifY an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17 . WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18 .1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subjectto the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certific.ates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. 5 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc I I I SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days, prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19 .2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhis/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above 6 Professional Services Rev. June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing. doc SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. Ifthe Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because ofthe race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred Purchasing policies which are available at the City's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements ofthe City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and print~r including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. 7 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing.doc • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subj ect to the fiscal provisions of the Charter of the City of Palo Alto and .the Palo Alto Municip1;l1 Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with 8 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI I 137900B-Baker & Taylor AV & Processing\Contract C11137900B-Baker & Taylor AV and Processing.doc EXHIBIT A SCOPE OF SERVICES Baker & Taylor offers Vi!Jrious levels of serviri/ depending upor/iherequirements of tfie Library. The following response pr,ovides both a standard service approach (BTMARC} and a cllstomized approach (Customized Services). . . Baker & Taylor's Customized Library ServiCes (CLS) division has provIded customized cataloging and . processing to libraries sioce 1989. Should the PACL opt for system and shelf ready materiat CLS has the experience and the expertise to exceed the library's expectations. . standard ServIces Your orders are important to us, and we strive to produce accurate shipments with quality cataloging and'processing services. Following is a brief description of our product receipt and order fulfillment workflow. ' ID~ntory I Order Fylfillment As titles are recefved in our service center, they are "scanned In" by ban;:ode or UPC number. This' creates a unique identifier for each title. This identifier will always be associated with the title, and helps to ensure accuracy at each poInt in the order fulfillment process. As a book is phYSically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Multiple Checkpoint§ Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order •. As these same trtles move through our sortation process, they are again checked against the original order. Proce!lSing Services Any orders requiring processing services are circulated through our Processing Department. Here, the order Is checked against processing specification sheets. These sheets detail the cataloging . /processing requested for the titles ordered on an accourit, as welf as any special instructions associated with the order. Processing sheets are developed only after the appropriate Library contact has reviewed and approved the specifications for the account. . ' . Packing / Shipping After titles have been properly processed to specifIcatIons, they move forward to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. The destination address of the boxed order Is now verified a"gainst our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T pick list number, carton number and Individual carton weight. Each carton in a shipment is numbered, and the final carton also Indicates total carton count (e.g,. 1,2,3, and 4 of 4). . CustomIzed Library Services CustomIzed Services Baker & Taylor will work with the PACllibrary and its staff to develop and determine the required service speCifications at no additional cost. Our project management approach is described below. Baker & Taylor's Custom'ized librarY Services utlflzes a team approach to working with libraries to help manage projects fn the areas of Col/ection Development, Ongoing Cataloging and Pro,cessing, and Opening Day Col/ections. The core of this team approach is our project management philosophy. Our project managers and support staff will work with the library to Insure that aI/ requirements are '-' 11 Professional Services Rev, June 2, 2010 S:\ASD\PURCffiSOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor A V and Processing,doc documented and understood, necessary resources are available, and that a proper frameVfork for communication is in place. All CLS project teal1,ls consist of the library staff( and a mininium of a project manager( an automation specialist/cataloging/processing manager, and an account coordinator. Collection development managers are included on an as needed basis. Team members are responsible for managing their assigned resources to complete the project. In turn, each team member works closely with the project manager to ensure compliance to all reqUirements. As a current customer, PACl has an established t:,;lS Project Team as outlined below. Upon a"l'ard, ClS will work with the library to review your account structure, cataloging profiles, and proceSSing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS' Regional sales manager to determine what 'steps the ClS project team needs to take. . . Our ServIce Ryan Gallagher Penny Prince Scott Crawford Amy Glaza Penny Ginn Project Manager Account Coordinator as Director of Sales Sales Consultant Cataloging Manager cataloging services for the City of Palo Alto are available through Customized Ubrary Services eClS). Customized Library Services' custom cataloging is BAKER & TAYLOR'S premier service. ClS has performed on-line cataloging, editing and maintenance for Libraries since 1989. CLS wiil use one of two methodologies to perform cataloging services." Our preferred method is to access the Library's ILS using the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TlC) to create a state of the art cataloging methodology that leverages Z39.50 protocol for accessing the library's database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our ClS catalogers to have access to the' most current version of the library's cataloging records without the overhead of being directly online. Records obtained from the Library's database are saved to a library specific work file located in our secure cataloging utility. The records In the work file are uSed in the creation of spine labels and as a vehicle for providing item-linking information. Original cataloging (described below as well) will be performed as ne!¥ded. It should be noted that the cost for this alternate methodology could be different then the pricing quoted in this proposal. Major Features of the CLS Preferred Cataloging Methodology (Z39.50): Only authorized CLS catalogers have access to the library's database and work file. The cataloger will process material first ~y searching for a matching record in the library's database and work file simultaneously. A successful search occurs when our cataloger matches the data elements found In the appropriate record tags. CLS considers the title, author, imprint/publisher, edition and date of publication when matching a record. During the CLS prOfiling, the project team will document the appropriate attributes for matching records. When a matching record is found, the appropriate item level information (examples: barcode number, list price, collection code, etc.) is keyed and the record Is saved to the library's work file. If a record Is not found in the library's database or work file, the ClS Bibliographic Database is searched, followed by LC MARC and the resource databases of RC. The CLS Bibliographic Database 2 II Professional Services Rev. June 2, 2010 contains all CIP records upgraded to full MARC standards by CLS catalogers, as well as new records created by CLS original catalogers. If the record is not found In the above resources, the Library may also choose to have CLS search OCLC on their behalf for records not found In the library's catalog. Once a record is located in OCLC it is saved to the Library's work file and the record is updated to the Library's specifications. The option of utilizing OCLC will also help to minimize the Library's need for original cataloging. Please note that the process of using OCLC is available upon CLS' receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library's behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding OCLC charges will be the responsibility of the Library. On a weekly baSis, an electronic file is sent to OCLC to update the library's holdings for all contributed records. When a full matching record is found in one of the resource databases, It is upgraded to meet the library's specifications and the appropriate item tag is keyed. The record is then saved to the library's work file. If the matching record found is not a full 'level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographic Database, The record Is then further edited to meet the library's specifications and the appropriate item record is keyed. The reCord is then saved to the library's work file, The exception to a fuJI level record would be that some AV pre-pub records are not . upgraded to full MARC standards. However, these records are upgradeable to the Library's iocal standards. If a matching record cannot be found in the multi-database Search string, a request is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to AACR2 rules .. LC authority fflesare used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved In the CLS Bibliographic Database. The library's assigned cataloger is notified and the record will be edited to meet the library's specification and appropriate item tag is keyed. The sample records enclosed (Exhibit K) represent the minimum level of cataloging for AV materials. ' . Every title sent to the library will have a full MARC record with the appropriate Item tags. The records will either be new additions to the library's catalog, edited and modified to the library~s standards, or existing records from the library's catalog. When the cataloger has completed the order, laser printed label sets consisting of spine, barcode, bibliographic, and other labels as required by the library are printed. We have enclosed a photocopied sample in Exhibit J. The barcode is provided in a standard format, with an eye readable number strip available. All other labels are customizable for font, pitch, boldness and italics. Options for label font include Courier, Times New Roman and Arial and pitches 12, 14, 16 and text can be left justified or centered. For thin books, we can provide one line spine labels and for Picture Books we can provide a larger font author letter spine label. The library will supply a unique barcode range, barcode prefix, and symbology information. Call number and bibliographic information is extracted directly from the MARC record to ensure accuracy. After the labels are printed, a file of MARC records corresponding to the titles In the order is created. Released records are flagged so they cannot be selected again, The file of records will be put on the B&T FTP server for the library to retrieve and load. The records are maintained on the Library's work file for historical reference. 3 12 Professional Services Rev June 2, 2010 S:\ASD\PURCffiSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc Processing The CLS department has over 350 trained professionals staffed to handle the library's customized requirements. These staff' members are dedicated to meeting the library's requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched In our industry. After cataloging is complete, the processing department completes the physical processing of each item. The processors review the processing instructions gathered during profiling .. Following these instructionsr the processor attaches the spine label, barcoder and any special labels required by the library. After the application of all physical components, the library's materials move to the jacket selection area. Experienced tech'niclans size the books so the appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully processed, it is ready for the final and most Important stage in our CLS processr back audit. The back audit team is the final step In ensuring the material we ship to the library is of the highest quality and is In compliance with the library's profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the sIte visit. Once the library's material passes this stager the order is ready to be staged for delivery to the library. 13 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor A V and Processing, doc EXHIBITB ,PubUsherSuppnedL~t DVD / Music Audio Materials Baker & Taylor, Inc. 2550 West Tyvola Road, Ste. 300 .Charlotte, NC 28217 Please note: this is'a dynamic jist, publishers may be added or deleted at any time. 11 Professional Services Rev. June 2, 2010 Baker Taylor Manufacturer's Supplied Video/Audio ' Category Manufacturer Name Vendor Name Audio Audio Audio Audio Audio Audio Audio Audio Audio . Audio Audio Audio Audio Audio Audio Audio Audio Awdio Audio Audio Audio Audio Audio Audio Audio Audio AUt:/io Audio Audio Audio Audio Audio , Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio LANDMARK SELECT-O-HITS, INC. FEELGOOD REC-MP SELECT-O-HITS, INC. CONTAGIOUS RECORDS NAVARRE CORPORATION UPI SELECT-O-HITS, INC. DOE MUSIC NAVARRE CORPORATION SFP RECORDS BIG DADDY DISTRIBUTION 1 TIME ENTERTAINMEIiIT SEL,ECT-O-HITS, INC .. CMHIDWELLNlTAMIN RECORDS NAVARRE CORPORATION IROC RECORDS SELECT-O-HITS, INC . ECLIPSE RECORDS BIG DADDY DISTRIBUTION MUSIC AMBASSADOR SELECI-O-HITS, INC. STRICTLY HYPE RECORDINGS NAVARRE CORPORATION' LIMELIGHT RECORDS . BIG DADDY DISTRIBUTION EP.W. ENT/BANX ENT-MIA SELECT-O~HITS, INC. STEPPIN STONE RECORDS SELECT-O-HITS, INC. QUALITON IMPORTED LABELS QUALITON IMPORTS LTD. TOUCH ENTERTAINMENT BIG DADDY DISTRIBUTION FOUNTAINHEAD RECORDS BIG DADDY DISTRIBUTION , SUDDEN DEATH RECORDS BIG DADDY DISTRIBUTION THE END RECORQS BIG DADDY DISTRIBUTION 601 MUSIC/MALACO SELECT-O-HITS, INC; HERITAGE RECORDS SELECT-O-HITS .. INC. SENSORY BIG DADDY DISTRIBUTION R.A.F.R. BIG DADDY DISTRIBUTION RESURRECTION A.D. RECORDS BIG DADDY DISTRIBUTION VMG/CHAPELLANE SELECT-O-HITS, INC. WESTTOWN RECORDS SELECT-O-HITS, INC. ' KMG RECORDS SELECT-O-HITS, INC. MY OWN RECORDS SELECT-O-HITS, INC. SW DISTRIBUTED LABELS SELECT-O-HITS, INC. RAPLAND-CNL SELECT-O-HITS, INC. HAMMERH.EART AMERICNMARTYR MU~ BIG DADDY DISTRIBUTION COMPOZ ' SELECT~O-HITS, INC. XTREME RECORDS, BIG DADDY DISTRIBUTION QUALITON IMPORTED LABELS QUALITON ,IMPORTS LTD. CAROnE 'SELECT-O-HITS, INC. EJANESS REGGAE COMPREHENSIVE BIG DADDY DISTRIBUTION SUM'N 2 DO PROD~SW SELECT-a-HITS, INC. . AMERICAN MUSIC SELECT-O-HITS, INC. 7 TIL FOREVER SELECT-O-HITS; INC:' SOLD OUT-CSG SELECT-O-HITS, INC. HEAT MUSIC SELECT-O-HITS, INC. MOD MUSIC RECORDS BIG DADDY DISTRII3UTION , HDH RECORDS NAVARRE CORPORATION KO PRODUCTIONS NAVARRE CORPORATION BASILEUS RECORDS SELECT-O-HITS, INC. SOUND EFFECTS COMPANY BIG DADDY DISTRIBLJTlON MARXAN RECORDS • SELECT-a-HITS; INC. CORDITABOOITROPICAUHANA OLA R NAVARRE CORPORATION N.I.T.T.1. RECORDS SELECT-O-HITS, INC. VERMILLION RECORDS SELECT-O-HITS, INC. . DANCING FERRET DISCS BIG DADDY DISTRIBUTION PURE PAIN SELECT-O-HITS, INC. QUALITON IMPORTED LABELS QUALITON IMPORTs·un. UNIQ RECORDS . SELECT-O-HfTS, INC .. QUALlTON IMPORTED LABELS QUALITON IMPORTS LTD. NECROPOLIS RECORDS BIG DADDY DISTRIBUTION S AFFILIATED NAVARRE CORPORATION TRI CHORD RECORDS· NAVARRE CORPORATION BELWETHER SELECT-a-HITS, INC. Page 1 of 109 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing.doc Baker Taylor Manufacturer's Suppli.ed. Video/Audio Categ0!X Manufacturer Name Vendor Name Audio GRAPESHOT RECORDS/LIVE ARCHIVE NAVARRE CORPORATION Audio BIG CAT RECORDS SELECT-O-HITS, INC. Audio AMBIENT WORKS SELECT-O-HITS, INC . Audio . ABRACADAVER NAVARRE CORPORATION Audio ACCENT IMPORTS QUALITON IMPORTS LTD. Audio ACE NAVARRE CORPORATION Audio ACEIMALACO SELECT-O-HITS, INC. Audio· ACADIA NAVARRE CORPORATION Audio ACRE SELECT-O-HITS, INC. Audio ACT COMPANY BIG DADDY DISTRIBUTION Audio ACTS NAVARRE CORPORATION Audio ADORE THEE SELECT-O-HITS, INC. Audio ADRENALIN RECORDS BIG DADDY DISTRIBUTION Audio AFTA BURNSIDE DISTRIBUTION CORP Audio AUDIO FIDELITY MORADA MUSIC Audio AFRODISIAC SELECT-a-HITS, INC. Audio AFRT MUSIC/ARiASS FORTUNE INC. BIG DADDY DISTRIBUTION Audio AGGRAVATED SELECT-O-HITS, INC. Audio AGORA QUALITON IMPORTS LTD. Audio AGAINST THE FLOW NAVARRE CORPORATION Audio ACE HIGH SELECT-O"HITS, INC. Audio ARIA QUALlTON IMPORTS LTD. Audio AJCRECORDS SELECT-O-HITS, INC. Audio AKBR RECORDS SELECT-O-HITS, INC. Audio ARKADIA QUALlTON IMPORTS LTD. Audio AK PRODUCTIONS SELECT-O-HITS, INC. Audio ALBATROSS RECORDS SELECT-O-HITS, INC. Audio ALMAFAME NAVARRE CORPORATION Audio ALKATRAZ SELECT-O-HITS, INC. Audio ALMAVIVA QUALITON IMPORTS L TO. Audio ALL REAL SELECT-O-HITS, INC. Audio AMERICAN GRAMMOPHONE RECORDS NAVARRE CORPORATION Audio AMON RA IMPORTS QUALlTON IMPORTS LTD. Audio AMPLIFIED MUSIC CO. SELECT-O-HITS, INC. Audio AMSTERDAMNEDITRIPLE X RECORDS NAVARRE CORPORATION Audio AMRMUSIC SELECT-O-HITS, INC. Audio ANATHEMA NAVARRE CORPORATION Audio ANTHEMrrRUE MUSIC BIG DADDY DISTRIBUTION Audio ANEW RECORDS SELECT-O-HITS, INC. Audio A-1 ENT. SELECT-O-HITS, INC. Audio APOCALYPSE SELECT-O-HITS, INC .. Audio AUDIO QUEST NAVARRE CORPORATION Audio ARBITER . QUALITON IMPORTS l TO. Audio ARB QUALITON IMPORTS LTD. Audio ARDENT RECORDS SELECT-O-HITS, INC. Audio ART FARM PRODUCTIONS SELECT-O-HITS, INC. Audio ARCHER RECORDS . SELECT-O-HITS, INC. Audio ARIW RECORDS SELECT-O-HITS, INC. Audio ARKADIA !MPORT$ QUAUTON IMPORTS LTD. Audio ARKANSAS BOYZ SELECT-a-HITS, INC. Audio ARENA RECORDS SELECT-O-HITS, INC. Audio ARTA ,. QUALITON IMPORTS LTD. Audio ARTISAN NAVARRE CORPORATION Audio. ARTIST ONLY RECORDS NAVARRE CORPORATION Audio ASCEND RECORDS BIG DADDY DISTRIBUTION Audio ASKEW BURNSIDE DISTRIBunON CORP Audio ATCH. SELECT-O-HITS, INC. Audio AGAINST FLOW SELECT-O-Hlrs, INC. Audio AIRTIGHT PROD.' SELECT-O-HITS, INC. Audio A.T.M. PRODUCTIONS BIG DADDY DISTRIBUTION Page 2 of 109 13 ( ..•. ~ t \ ........ -.. -~ ., ";, . Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc ~ Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio A.T.S. ENTERPRISES SELECT-O-HITS, INC. Audio AVA-AVALON LABEL GROUP SELECT-O-HITS, INC. Audio AVENUE RECPRDS SI;:LECT-O-HITS, INC. Audio AVALON SELECT-O-HITS, INC. Audio AWl RECORDS SELECT-O-HITS, INC. Audio AWARE ONE BIG DADDYDISTRIBUTION Audio ALPHA WAVE RECORDS NAVARRE CORPORATION Audio AFROWAX RECORDS BIG DADDY DISTRIBUTION Audio. BAPHOMET BIG DADDY DISTRIBUTION Audio· BASIXMUSIC SELECT-O-HITS, INC. Audio PHIL BATTAGLIA RECORDS BIG DADDY DISTRIBUTION Audio BAYER RECORDS QUALITON IMPORTS LTD. Audio BAY MOB SELECT-O-HITS, INC. Audio BROWN BABY RECORDS NAVARRE CORPORATION Audio BIG BANK 'SELECT-O-HITS, INC. Audio BIG BOSS ' SELECT-O-HITS, INC. Audio BLACKBERRY SELECT-O-HITS, INC. Audio BCB RECORDS SELECT-O-HITS, INC. Audio BUCKWILD SELECT·O-HITS, INC. Audio BODYGUARDRECORDS.COM NAVARRE CORPORATION Audio BLACK DOG MARKETING SELECT-O-HITS, INC. Audio BEAT BOX RECORDS SELECT-O-HITS, INC . Audio . BEAT QUALITON IMPORTS LTD. Audio BEL AGE QUALITON IMPORTS LTD. Audio BEACHWOOD RECORDS BIG DADDY DISTRIBUTION Audio BIG EYE MUSIC NAVARRE CORPORATION Audio BRIDGE ENTERTAINMENT SELECT·O-HITS, INC, Audio BEAR FAMILY I-SERV DIRECT COMMERCE SERV Audio B4 ENTERTAINMENT SELECT-O-HITS, INC. Audio BIG BiDNESS SELECT-O-HITS, INC. Audio BIG BALLIN' SELECT-O-HITS, INC. Audio BIG GOD RECORDS SELECT-O-HITS, INC. Audio BIG FACEENT .. SELECT-O-HITS, INC. Audio BGO RECORDS NAVARRE CORPORATION Audio BIGGA PICTURE BIG DADDY DISTRIBUTION Audio 5GP RECORDS NAVARRE CORPORATION Audio BIG.SHOT RECORDS SELECT-O-HITS, INC. Audio BIG SIX SELECT-O-HITS, INC. Audio BEHIND BARS SELECT-O~HITS, INC. Audio BLUE HORIZON NAVARRE CORPORATION Audio BLACK HOLE POSSY SELECT-O-HITS, INC. Audia BHP RECORDS SELECT-O-HITS, INC. Audio BIG B~AT RECORDS NAVARRE CORPORATION Audio BIG BLOCk ' SELECT·O·HITS, INC. Audio BIG BEN/$WEDEN CDS QUALITON IMPORTS LTD. Audio BIG SPIN SELECT~O-HITS, INC. Audio BIG WATER SELECT-O-HITS, INC. ,Audio BIG J RECORDS SELECT-O-HITS, INC. Audio 'BIS/SWEDEN CD'S QUALITON IMPORTS LTD. Audio BIZARRE PLANET NAVARRE CORPORATION Audio BLACK BOY ENTERTAINMENT SELECT-O-HITS, INC. Audio BREAKER RECORDS/SPY; NAVARRE CORPORATION Audio BLACKHOUSE ENTERTAINMENT SELECT-O-HITS, INC. Audio BAKMAN SELECT-O-HITS, INC. Audio BACKSTAGE'ENT: SELECT-O·HITS, INC. , Audio BROKEN TEETH' SELECT-O-HITS, INC., Audio BLAQMAGIC SELECT-.o-HITS, INC. Audio, SLlJE DISGUISE RECORDS: BUR.NSIDE DISTRIBUTION CORP Au'dio BREAK THE LAW SELECT-a-HITS, INC. Audio BLUE HAT RECORDs' NAVARRE CORPORATION Page 3 of 109 14 Professional Services Rev June 2,2010 S :\ASD\PURCH\SOLICITATIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\C 11137900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Category Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Baker Taylor , Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name BLACKHEARTED SELECT-O-HITS, INC. BLK-BLACKSTONE MEDIA LABEL GRO SELECT -O-HITS, INC. BLACK GOLD SELECT-O-HITS, INC. BLACK MUSIC SELECT-O-HITS, INC. BLIND PIG RECORDS SELECT-O-HITS, INC. BLACK LABI;L RECORDS SELECT-O-HITS, INC. BLUES HAT NAVARRE CORPORATION BLUE SUN QUALITON IMPORTS LTD. BLUE SUIT RECORDS SELECT-a-HITS, INC. BLUESWORKS SELECT-O-HITS, INC .. BLUE WAVE RECORDS SELECT-O-HITS, INC, BLACK MAFIA SELECT-a-HITS, INC. BOMB SHELTER ' SELECT-O-HITS, INC. BLACK MAFIA REC. SELECT-a-HITS, INC. BENCHMARK RECORDS NAVARRE CORPORATION BROOKLYN MUSIC LIMITED . NAVARRE CORPORATION B,LVE MOUNTAIN SELECT-a-HITS, INC. BMC QUALlTON IMPORTS L TO. BLACK MARKET RECORDS SELECT-O-HITS, INC. BINGO ENT. LABEL GROUP-SELECT-a-HITS, INC. BLUEPRINT RECORDS SELECT-a-HITS, INC. BANKER BURNOUT SELECT-a-HITS, INC. BUY OR DIE COMPACT DISCS BIG DADDY DISTRIBUTION BONGO (BNG) SELECT-O-I:!ITS, INC. BONGIGVANNI/ITAL YCD'S QUALITON IMPORTS L ro. BOPLICITY/ACE ' NAVARRE CORPORATION BLACKOUT RECORDS BIG DADDY DISTRIBUTION BOREALIS BIG PADDY DISTRIBUTION BOTTOM BOY RECORDS SELECT-a-HITS, INC. BOURG CDS QUALITON IMPORTS L TO: BOY ENTERTAINMENT SELECT-a-HITS, INC. BP-BLIND PIG LABEL GROUP SELECT-a-HITS, INC. BPMETRO NAVARRE CORPORATION BLUE ROCK IT RECORDS SELECT-O-HITS, INC. BREAKAWAY ENTERTAINMENT NAVARRE CORPORATION BROKEN SELECT-O-HITs, INC. BRiLEIGH NAVARRE CORPORATION BUSH GANG SELECT-O-HITS, INC. BTM SELECT-a-HITS, INC. BURNING TYGER SELECT-a-HITS, INC. BIG TYME RECORDS SELECT-a-HITS, INC. BUM RUSH SELECT-O-HITS, INC. BUTTERFLY RECORDS NAVARRE CORPORATION BELLA VOCE QUALITON IMPORTS LTD. BACKWOODZ SELECT-O·HITS, INC. BY FAITH SELECT-a-HITS, INC. BEYOND ENTERTAINMENT SELECT-O-HITS, INC. BEZZELED OUT SELECT-a-HITS, INC. CABANA BOY RECORDS NAVARRE CORPORATION CABER MUSIC BIG DADDY D.lSTRIBUTION CARRE SELECT-a-HITS, INC. CANDID RECORDS NAVARRE CORPORATION CANTUS QUALI,JON IMPORTS L TO. CANTERBURY RECORDS SELECT-Q..HITS, INC. CANYON RECORDS NAVARRE CORPORATION CAPITOLIZE SELECT-O-HITS, INC. CATS PAWRECQRDS SELECT-a-HITS, INC. SONY DISCOS SONY Ml,JSIC ENTERTAINMENT INC. CONTROLLED CHAOS SELECT-O-HITS, INC. COPPER CREEK SELECT-O-HITS, INC. Page 4 of 109 15 ¥"'~~ , ":",:' Professional Services Rev June 2, 2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\C11137900B-Baker & Taylor AV & Processing\Contract C11137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio CCN'C QUALITON IMPORTS LTD. Audio COOP BREIZ!! QUALITON IMPORTS LTD. Audio CEMBAL D'AMOUR QUALITON IMPORTS LTD. Audio CRUSHED ENTERTAINMENT SELECT-O-HITS, INC. Audio CEDAR BOX SELECT-O-HITS, INC. Audio CAREER RECORDS BU'RNSIDE DISTRIBUTION CORP Audio CEDILLE RECORDS QUALITON IMPORTS LTD. Audio CEGI SELECT-O-HITS, INC. Audio CENTAUR QUALITON IMPORJSLTD. Audio CAMBRIDGE FOLK FESTIVAL NAVARRE CORPORATION Audio COLD FRONT NAVARRE CORPORATION Audio CEDAR GLEN SElECT-O-HITS, INC. Audio CGP RECORDS SELECI-O-HITS, INC. Audio CGP SELECT-O-HITS, INC. Audio CHEVIS ENT. SELECT-O-HITS, INC. Audio CHEEKY-I SELECT-O-HITS, INC. Audio q"IESKY RECORDS TELARC INTERNATIONAL CORP. Audio CHANONS CINEMA , QUALITON IMPORTS LTD. Audio CHOSEN SELECT-O"HITS, INC. Audio COACH HOUSE RECORDS SELECT-O"HITS, INC. Audio CHRISTIAN RECORDS NAVARRE CORPORATION Audio CHEREESE SELECT"O-HITS, INC. Audio CHISWICK RECORDS NAVARRE CORPORATION Audio CINStTY SELECT-O~HITS, INC. Audio CI RECORDS ' NAVARRE CORPORATION Audio CIVIC S~LECT-O-HITs", INC. Audio CLASSICO QUAUTON IMPORTS LTD. Audio CLAVES/SWITZERLAND CD'S QUALITON IMPORTS L TO. Audio CLASSICO QUALITON IMPORTS LTD. Audio CLASSICAL DIAMONDS QUALITON IMPORTS LTD. Audio CLOUD 9 SELECT-O-HITS, INC. Audio COLLEGNO QUALITON IMPORTS LTD. AtJdio CLEVELAND INTERNATIONAL LABEL SELECT-O-HITS, INC. Audio . CLEOPATRA RECORDS NAVARRE CORPORATION .... Audio CLOC RECORDS SELECT-O-HITS, INC. Audio CLOUT SELECT-O-HITS, INC. Audio CLAN RALLY ENT. SELECT-O-HITS; INC. Audio CLARINET CLASSIC QUALITON IMPORTS LTD. Audio COMA NAVARRE CORPORATION, Audio CHAMBER SELECT-O-HITS, INC. Audio COME CLEAN RECORDS SELECT-O-HITS, INC. Audio CMG RECORDS SELECT-O-HITS, INC. Audio CMH RECORDS NAVARRE CORPORATION Audio CRIME LAB SELECT-O-HITS, INC. Audio CM·CUSTOM MARKETING LABEL GROU SELECT-O-HITS, INC: Audio CAMERON SELECT,O-HITS, INC. Audio ,CRIMEWAVE SELECT-O·HITS, -INC. Audio CONTINUUM SELECT-O-HITS, INC. Audio CENTERSTAGE; SELECT ~O-HITS. INC. Audio CONVERSIONS. COM BIG DADDY DISTRIBUTION Audio COOKING VINYL NAVARRE CORPORATION Audio COLLECTABLES RECORDS, GOTHAM DISTRIBUTION CORP AU'dio CBS/EPICIWTG RECORDS SONy'MUSIC ENTERTAINMENT INC. Audio COMPASS ROSE QUALITON IMPORTS LTD. Audio CONFIDENTIAL RECORDINGS BURNSIDE DISTRIBUTION CORP Audio CONQUEST MUSIC INC. BIG DADDY DISTRIBUTION Audio COPPER RECORDS SELECT"O~HITS, INC. Audio CORD RECORDS NAVARRE CORPORATION' Audio COTTAGE INDUSTRY , BURNSIDE DISTRIBUTION CORP Audio CRD/QUALITON QUALITON IMPORTS LTD. Page 5 of 109 ---. -... -.;.~'..:., --"-j S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER·CM FOLDERS\KATHy\Contra cts\Cll137900B·Baker & Taylor AV & Processing\Contract Cll137900B-Baker & 1'aylor AV and Processing,doc / Baker Taylor ManufacturElr's Supplied Video/Audio Category Manufilctur4i\r Name Vendor Name Audio CRI-COMPOSERS RECORDINGS INC QUALITON IMPORTS LTD. Audio CROSSROADS SELECT-O-HITS, INC. Audio CROSSTOWN SELECT-O-HITS, INC. Audio CARTEL SELECT-O-HITS, INC. Audio CRITTER RECORDS NAVARRE CORPORATION Audio CRUNCH GROOVE SELECT-O-HITS, INC. Audio CASCADE NAVARRE CORPORATION . Audio CASTLE NAVARRE CORPORATION Audio CENTRAL SOUTH GOSPEL-SEE CSGD SELECT-O-HITS, INC. Audio CSG-CENTRAL SOUTH GOSPEL LABEL SELECT-O-HITS, INC .. Audio CASH MONEY SELECT-O-HITS, INC . . Audio CAUSE N' EFFECT RECORDS SELECT-a-HITS, INC. Audio CSP SELECT-O-HITS, INC: Audio CHERRY STREET SELECT-O-HITS, INC. Audio CANTATE QUALITON IMPORTS LTD. Audio CATFISH NAVARRE CORPORATION Audio CREAM TEAM SELECT-O-HITS, INC. Audio CANTERINO QUAL!TON IMPORTS LTD. Audio CUNEIFORM RECORDS BIG DADDY DISTRIBUTION Audio CURRENT SELECT-O-HITS, INC. Audio CUT THROAT COMMITTY SELECT-O-I:IITS, INC. Audio CUTTING RECORDS BIG DADDY DISTRIBUTION Audio CROSS MY HEART SELECT·O-HITS, INC. Audia COMPANY OF WOLVES SELECT-O·HITS, INC. . Audio CYANIDE RECORDS SELECT-O-HITS, INC. . ' Audio CYBELIAfFRANCE CD'S . QUALITON IMPORTS LTD . Audio COUNTRY STARS QUALITON IMPORTS LTD. Audio DAL. RECORDS SELECT-O-HITS, INC. Audio DAM RIGHT SELECT·O-HITS, INC. Audio DANCE NETWORK SELECT-a-HITS, INC. Audio DAYWIND SELECT-O~HITS, INC. Audio DOUBLE GOLD RECORDS QUALITON IMPORTS LTD. Audio DRIVE BY RECORDS NAVARRE CORPORATION Audio DEAD END RECORDS SELECT-O-HITS, INC. Audio DEAR, AMERICA· SELECT-O-HITS, INC .. Audio . DEACON BRODY SELECT-O-HITS, INC. Audio DEATH VALLEY SELECT-O-HITS, INC. Audio DEF SOUF SELECT-O,HITS, INC. Audio DELUX MUSIC INTERNATIONAL MARKETING GRP. Audio . DE PLEIN VENT QUALITON IMPORTS LTD. Audio DESTINY SELECT-a-HITS, INC. Audio DEADENDZ REC. SELECT-O·HITS, INC. Audio DOGDAY SELECT-O·HITS, INC .. Audio DHP-DIRTY HARRY PRODUCTIONS LA SELECT-O·HITS, INC. Audio DIRT HARRY PRODUCTIONS SELECT-O-HITS, INC. Audio DIGITAL CONCERTO QUALITON IMPORTS LTD. Audio DIESEL GROOVE RECORDS BIG DADDY DISTRIBUTION Audio DIGGIN'TATERS SELECT-O-HITS, INC. Audio DIME SELECT-O-HITS, INC: Audio DEDICATED REC. SELECT-O·HITS, INC. Audio DOLLYWOOD SELECT-O-HITS, INC. Audio DELRIO/SOH SELECT-O-HITS, INC. Audio DELTA DISC (DOC) SELECT-a-HITS, INC. Audio DMG RECORDS NAVARRE CORPORATION Audio DMAMEDIA SELECT-O-HITS, INC. Audio DANCE SELECT-O-HITS, INC .. Audio D&D RECORDS SELEc:T-O-HITS, INC. Audio DANGEROUS SELECT-O-HITS, INC. Audio DOWN $O!JTH SELECT-O·HITS, INC. Audio DANWELL. NAVARRE CORPORATION Page 6 of 109 17 {~~·;\l. i • , ,. C.::.'' .J Professional Services Rev June 2, 2010 S:\ASD\PURCIDSOLIClTATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B·Baker & Taylor AV & Processing\Contract Cl I 137900B-Baker & Taylor AV and Processing. doc / ' 18 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl1137900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Nam's t: ..... -·{':-· Audio GLOBAL SOUNDS (GSI) NAVARRE CORPORATION Audio GOLDIES RECORDS QUALITON IMPORTS LTD. Audio GLISSANDO QUAUTON IMpORTS LTD. Audio GLM RECORDS SELECT-O-HITS, INC. Audio GORME LAWRENCE MUSIC I-SERV DIRECT COMMERCE SERV Audio GLOBE/QUALITON QUALITON IMPbRTS LTD. AUdio· GLOSSA QUALITON IMPORTS LTD. Audio GAME FACE SELECT-q-.HITS, INC. Audio GAMETITE SELECT-O-HITS, IN.C. Audio ·GOD S STRENGTH SELECT-O-HITS, INC. 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' Audio HNB RECORDINGS SELECT-O-HITS, INC . , Audio ·HANGTIME SELECT-O-HITS, INC. I - I Audio . HYPNOTIC. ·BIG DADDY DISTRIBUTION Audio HANA OLA RECORDS/CORD INTERNAT NAVARRE CORPORATION I Audio HOLY SOUTH RECORDS SELECT-O-HITS, IN.C. I Page 9 of 109 i 20 Professional Services I Rev June 2, 2010 , I I S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & I I Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc , I Baker Taylor Manufacturer's ~up'pliE;ld Video/Audio Catellory Manufacturer Name Vendor Name Audio HOllYWOOD BUDGET RECORDS . iNtERNATIONAL MARKETING GRP. Audio HOMELAND LABEL GROUP SELECT-O-HITS, INC. Audio HONEST-GOLD NAVARRE CORPORATION Audio HORIZON SElECT-O-HITS, INC. Audio HEARTS OF SPACE NAVARRE CORPORATION Audio HOWARDS INTERNATIONAL QUALITON IMPORTS LTD . Audio HERB'N SOUL . SELECT-O-HITS, INC. Audio HIGH ROLLER RECORDS BIG DADDY DISTRIBUTION Audio ·HOL Y ROLLER RECORDS NAVARRE CORPORATION Audio HUS-LA RECORDS SELECT-O-HITS, INC. Audio HOLY SPIRIT SELECT-O-HIl'S, INC. Audio HIGH STACKS SELECT-O-HITS, INC. Audio HTSRECORGS SELECr·O-HITS, INC. Audio HUNGAROTONIHUNGARY CD'S QUALITON IMPORTS LTD. Audio HUXRECORDS NAVARRE CORPORATION Audio HEAVY METAL (REVOLVER) NAVARRE CORPORATION Audio HOT WORLD ENTERTAINMENT SELECT-O-HITS, INC. Audio HYPERSPACE RECORDS BIG DADDY DISTRIBUTION Audio HY-SAM BIG DADDY DISTRIBUTION Audio ICE RECORDS SELECT-O-HITS, INC; Audio ICEHOUSE . SELECT-O-HITS, INC. Audio INNOVATIVE COMMUNICATIONS NAVARRE CORPORATION . Audio IDI QUALITON IMPORTS LTD. Audio IN DA TRUNK RECORDS SELECT-a-HITS, INC. Audio IEP RECORDS NAVARRE CORPORATION Audio INEVITABLE REC. SELECT-a-HITS, INC. Audio LlL ONE RECORDS SELECT-O-HITS, INC. Audio INTEGRITY MUSUC/SPARROW NAVARRE CORPORATION Audio IMPACT MEDIA RECORDS SELECT-a-HITS, iNC. 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Audio J-BIRD RECORDS NAVARRE CORPORATION Audio JAM RECORDINGS BURNSIDE DISTRIBUTION CORP Audio .JINGLE CAT MUSIC NAVARRE CORPORATION Audio JEFF CHAZ PROD. SELECT-a-HITS, INC. Audio JDI RECORDS NAVARRE CORPORATION Audio JEEMS RECORD$ NAVARRE CORPORATION Audio JETBOY SELECT-a-HITS, INc. . Audio JflZZ HALO BIG DADDY DISTRIBUTION Audio JAZZ HOUR WITH QUALlTQN IMPORTS LTD. Pa!:Je 10 of 109 21 ·'~'h r ." 1 ~.~;.:;. Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor A V & Processing\Contract C 1113 7900B-Baker & Taylor A V and Processing. doc " r-::;o -~~.~ , '.;;::.' Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio JIN RECORDS SELECT-O-HITS, INC. Audio JLK NAVARRE CPRPORATION Audio JEAN-LUC PRODUCTION NAVARRE CORPORATION Audio JACK MOVE SELECT-O-HITS, INC. Audio JAMAICAN GOLD QUAUTON IMPORTS LTD. Audio JAMAICAN VIBES QUALITON IMPORTS LTD. Audio JOEY RECORDS SELECT-O-HITS, INC. Audio JSP RECORDS NAVARRE CORPORATION Audio J-TOWN SELECT-O-HITS, INC. Audio JUS BLUES SELECT-O-HITS, INC. Audio JOINT VENTURE SELECT-O-!:lITS', INC. Audio JAZZ TIME QUALITON IMPORTS LTD, Audio K7STUDIO NAVARRE CORPORATION Audio KARDINA SELECT-O-HITS, INC. AlJdio KAREEMY RECORDS BURNSIDE DISTRIBUTION CORP Audio KBXXlCLEAR CHANNEL RADIO SELECT-O-HITS, INC. Audio KDERECORDS NAVARRE CORPORATION Audio KIDZUP PRODUCTIONS SELECT-O-HITS, INC. Audio KENT/ACE NAVARRE CORPORATION Audio KES-KES MUSIC LABEL GROUP SELECTeO-HITS, INC, Audio KINGPIN SELECT-O-HITS, INC. ,AUdio KHAUFA SELECT-O-HITS, INC. Audio KICCO CLASSIC' QUALITON IMPORTS LTD. Audio K'JAY'Z ENTERTAINMENT SELECT-O-HITS, INC. ,AUdio KON-KORD RECORDS SELECT-O·HITS, INC. Audio KING RECORDS INTERNATIONAL MARKETING GRP. Audio KING SPECIAL INTERNATIONAL MARKETING GRP, Audio KENT RECORDS SELECT-O-HITS, INC. Audio KALEO KALANI NAVARRE CORPORATION Audio KOKOPELLl RECORDS NAVARRE CORPORATION Audio KOPAESTHETICS RECORDS BIG DADDY DISTR!BUTION Audio KAPA KUIKI RECORDS NAVARRE CORPORATION Audio KRAZE MUSIC BIG DADDY DISTRIBUTION Audio KROSS ROADS SELECT-D'-HITS; INC. Audio KICKTONE, '.', SELECT-O-HITS, INC, Audio KEEP IT WICKED SELECT-O-HITS; INC. Audio LABOR RECORDS QUALITON IMPORTS LTD. Audio LACINDY RECORDS NAVARRE CORPORATION AlJdio LIVE AT E.J.'$ QUALITON IMPORTS LTD. Aucjio LAGOON RECORDS SELECT-O-HITS, INC. Audio LAUGHING HYENA RECORDS SELECT-O-HITS, INC. Audio LAJAM RECORDS SELECT-O-HITS, INC. Audio LA MA DE GUIDo' QUALlTON,IMPORTS LTD. Audio LAS. MUSIC GROUP' BIG DADOY DISTRIBUTION Audio LAUNCH NAVARRE CORPO~TION Audio LAVERGNE QUALITON IMPORTS LTD., Audio LADY BEE RECORDS SELECT·O-HITS, iNC, Audio LOOT CHASE SELECT-O-HITS, INC. Audio LDS-LANDSPEED LABEL GROUP SELECT-O-HITS, INC. Audio LITTLE EDISON RECORDS SELECT-O-HITS, iNC. Audio LEGALKEYZ SELECT-O-HITS, INC, Audio LEHAU RECORDS· NAVARRE CORPORATION Audio LELP RECORDINGS BURNSIDE DISTRIBUTION CORP Audio LEON RUSSELL'RECORDS NAVARRE CORPORATION Audio LEVIATHAN SELECT-O-HITS, INC. Audio LA FAMILIA SELECT-O-HITS, INC. Audio LAUGH.COM I-SERV DIRECT COMMERCE SERV Audio LlGIA QUALITON IMPORTS LTD. Audio LlL BUTTA SELECT-O-HIl:S, INC. Audio LlL DADDY SELECT-O-HITS, INC. Page 11 of 109 22 Professional Services Rev June 2,2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing, doc Baker Taylor Manufacturer's SUPP'Jilild Video/Audio Category Manufacturer Name Audio lIL JOE RECORDS Audio . LIQUID 8 RECORDS Audio LEIASUREKING AUdio LAZY KID MUSIC Audio LIVE & LEARN AUdio LLiST RECORDS' Audio LIMB MUSIC PRODUCTIONS/SPV Audio LANO SPEED Audio LOBSTER Audio LOC N UP Audio LOOSEGROOVE RECORDS Audio LOrOS Audio LOUNGE . 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Audio' MALACO RECORDSNlDEO ONLY Audio MANAJEE Audio MANIFESTO Audio MARTRU/MIC MAC RECORDS Audio MARVELOUS . • Audio MAZE RECORDS Audio MAIL BOAT RECORDS Audio MO-BIGA Audio MCG JAZZ Audio MeG RECORDS Audio MICHELE RECORDS Audio MURDER CREEK MUSIC Audio MARCONI Audio MC RECORDS Audio MADDTRAX RECORDS Audio MO DIRTY RECORDS Audio MIDNIGHT STAR Audio MDT RECORDS Audio MADDVIBES Audio MEDIA 7 Audio MEGA ENTERTAINMENT Audio MEKAH WEST Audio MELlSMA Audio MELO MIX Audio MEMOIRlQUALITON (IMPORT) Audio ME AND MINE RECORDS 'Audio MEHAFFEY PUBLISHING Vendor Name NAVARRE CORPORATION NAVARRE CORPORATION BURNSIDE DISTRIBUTION CORP' SELECT-O-HITS, INC. SELECT-O-HITS, INC. SELECT-O-HITS, INC. " NAVARRE CORPORATION SELECT.O-HITS, INC. NAVARRE CORPORATION SELECT-O-HITS, INC. NAVARRE CORPORATION QUALITON IMPORTS LTD. BIG GADDY DISTRIBUTION BURNSIDE DISTRIBUTION CORP SELECT-O-HITS, INC. SELECT-O-HITS, INC. NAVARRE CORPORATION NAVARRE CORPORATION SElECT-O-HITS, INC, QUALITON IMPORTS LTD. 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Page 12 of 109 23 ( Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio METROPOLITAN BIG DADDY DISTRIBUTION Audio MUSIC FOR TWO SELECT-a-HITS, INC. Audio MERGE ONLY SELECH) .. HITS, INC. Audio MGM NASHVILLE SELECT-O-HITS, INC. Audio MIDNIGHT FANTASY NAVARRE CORPORATION Audio MIZEN HEAD NAVARRE CORPORATION Audio MIKRON RECORDS SELECT-a-HITS, INC. . Audio MINISTRY MUSIC SELECT-a-HITS, INC. Audio MUSICAIMMAGINE QUAL/TON IMPORTS LTD. Audio MIRACLE SELECT-O-HITS, INC. Audio MISSION PARK SELECT-a-HITS, INC. Audio MJAZZ SELECT-a-HITS, INC. Audio MAJOR LABEL SELECT-a-HITS, INC. Audio' MAJERA BIG DADDY DISTRIBUTION Audio MAJOR MOVE PROD. SELECT-a-HITS, INC. Audio MACKIN & STACKIN SELECT-a-HITS, INC. Audio MAD LOOT SELECT-a-HITS, INC. Audio MAD LOVE RECORDS BIG DADDY DISTRIBUTION Audio MUSIC MATTERS/MATRIX MUSIC MAR NAVARRE CORPORATION Audio MUSIC MAX . BIG DADDY DISTRIBUTION Audio MUSIC MILL SELECT-a-HITS, INC. AiJdio MASTERMIND SELECT-a-HITS, INC. Audio MOMENTUM RECORDS SELECT-O-HITl3; INC. Audio M&T SELECT-a-HITS, INC. Audio MOBO RECORDS SELECT-a-HITS, INC .. Audio MOt NAVARRE CORPORATION Audio MOLL SELEKTA NAVARRE CORPORATION Audio MOMONEY SELECT-a-HITS, INC. Audio MOOD/DA MUSIC NAVARRE CORPORATION Audio MORNING CREW SELECT-O-HITS, INC. Audio MOUTH OF THE SOUTH RECORDS . SELECT-a-HITS, INC. Audio MOTEL BIG DADDY DISTRIBUTION Audio MP-MUSIC PEOPLE LABEL GROUP SELECT-O-HITS, INC. Audio MUSICAPHON QUAL/TON IMPORTS LTD. Audio. . MEMPHIS OWN SELECT-D-HITS, INC. Audio MONOPOLY QUAL/TON IMPORTS LTD. Audio MAPPS CAFE RECORDS NAVARRE CORPORATION Audio MPRESS RECORDS BIG DADDY DISTR1BUTION Audio MORADA MUSIC SELECT·O-HITS, INC. Audio MAJOR RECORD !.:ABEL SELECT-a-HITS, ·INC. Audio MRLRECORDS S~LECt-O-HITS, ·INC. Audio MARIPOSA· QUALITON IMPORTS LTD. AiJdio M & R RECORDS -BIG DADDY DISTRIBUtiON Audio MARTINE AVENUE NAVARRE 'CORPORATION Audio MUSTANG SALLY SELECT-O-HITS, INC. AiJdio MSB SELECT-O-HITS', INC. ' Audio MUSICAIMMAGINE -QUALITON IMPORTS LTD. Audio MISFITS RECORDS CYCLOPIAN MUSIC INC . Audio MSH RECORQS NAVARRE CORPORATION AudiO MUSICA LATINA QUALITON IMPORTS LTD. Audiq MISSION'RECORDS NAVARRE CORPORATION . Audio MIS-SOUTH ENTERTAINMENT SELECT-O-HITS, INC. Audio MUSISOFT QUALITON IMPORTS LTD, Audio MUSIQUES SUISSES . QUALITON IMPORTS LTD. Audio MASTERTONE -NAVARRE CORPORATlON Audio MINISTRY RESOURCE DAvwlND . SELECT-a-HITS, INC. Audio MANTECA SELECT-O-HITS, INC .. Audio MTG QUALITON IMPORTS LTD. Audio METAL-ISRECORD$ NAVARRE CORPORATION Audio MASTERTRAK SELECT-O-HITS, INC. Page 13 of 109 24 ,. ... Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor Av and Processing.doc Baker Taylor' Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name, Audio MOOTOWN RECORDS NAVARRE CORPORATION Audio MATRIX MUSIC MARKETING NAVARRE CORPORATION Audio M.I.L/MULTIMEDIA BIG DADDY DISTRIBUTION Audio MUSICA OMNIA BIG DADDY DISTRIBUTION Audio " MUSCLE SHOALS SELECT-O-HITS, INC. Au'dio MULTICOLOR NAVARRE CORPORATION Audio MOVIE PLAY GOLD QUALITON IMPORTS LTD. Audio MIDWEST RECORDS SELECT-O-HITS, INC. Audio MYRA RECORDS SELECT-O-HITS, INC. Audio MYTOIMPORTS QUALITON IMPORTS LTD. Audio MARZIPAN SELECT-O-HITS, INC. Audio NAPALM/SPV NAVARRE CORPORATION Audio NAVRAS ", QUAUTONIMPORTSUD. Audio NEW I?LUES RECORDS SELECT-O-HITS, INC. Audio NORTHOOTT/NCP'DISTRIBUTION BIG DADpy DISTRIBUTION Audio NEW CREATION SELECT-O-HITS, INC. Audio NEW DAY SELECT-O-HITS, INC. Audio NICHE RECORDS SELECT-O-HITS, INC. Audio NEW.!AXX RECORDS SELECT-O-HITS, INC. Audio NATIVE LANGUAGE NAVARRE CORPORATION Audio NINE MILE AMERICA SElECT-O-HITS, INC . . Audio NMC QUALITON IMPORTS LTD. Audio NOISE RECORDS' NAVARRE CORPORATION Audio NO LUV SELECT-O-HITS; INC. Audio 901 ENTERTAINMENT SELECT-O-HITS, INC. Audio NORTHERNBLUES MUSIC INC. BIG DADDY DISTRIBUTION Audio NORWAY IN MUSIC & NORW. COMPS QUALITON IMPORTS LTD. Audio NOVALISCLASSICS QUALITON IMPORTS LTD. Audio NEW POWER GENERATION BIG DADDY DISTRIBUTION ( Audio NARODNIKl SELECT-O-HITS, INC. Audio NIGHT RIVER RECORDS NAVARRE CORPORATION Audio NESAK AUDIO/BIG DADDY BIG DADDY DISTRIBUTION Audio NU SOUF RECORDS SELECT-O-HITS, INC. Audio NEW SPRING SELECT-O-HIT~, INC. !, Audio NUTOWN RECORDS SELECT-O-HITS, INC. Audio NUFF NUFF MUSIC SELECT-O-HITS, INC. AudiQ' NU MUSIK SELECT-O-HITS, INC. 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Audio ORDENA SELECT-O-HITS, INC. .Page 14 of 109 Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing.doc 26 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc " Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio PSBRECORDS BIG DADDY DISTRIBUTION Audio PSYCHO + LOG/CAL SELECT-O-HITS, INC. Audio PSYCHO + LOGICAL SELECT-O-HITS, INC. Audio POSITIVHY RECORDS NAVARRE CORPORATION Audio PACIFIC TIME RECORDS NAVARRE CORPORATION Audio PLATINUM GROOVE RECORDS SELECT-O-HITS, INC. Audio PULLING BIRDS SELECT-O·HITS, INC. Audio PURE RECORDS SELECT-O·HITS, INC. Audio PURPLE VEIL MUSIC SELECT-O-H/TS, INC. Audio PROVIDER NAVARRE CORPORATION Audio POWERHOUZE SELECT-O-HITS, INC. 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UPROAR ENTERTAINMENT BIG DADDY DISTRIBUTION URANIA QUALlTON iMPORTS LTD, URBAN DREAMS SELECT-OcHITS, INC. . UNION RECORDING GROllP NAVARRE CORPORATION UNITED STATES OFDIST, NAVARRE CORPORATION USQ-UNION SQUARE LABEL GROUP SELECT-O-HITS,.INC. UTOPIA SELECT-O-HITS, ·INC .. UTV LABEL GROUP SElECT-O-HITS, INC. UTY NAVARRE CORPORATION· V12 RECORDS BIG DADDY DISTRIBUTION VAZRAM SELECT~Q-HlrS, ·INC; VERTICAL JAZZ RECORDS NAVARRE CORPORATION VERONICA. SELECT-O-HITS, INC; Page 20 cif 109 . .5.L ( \. r "UIC;:~~li.JUtl1 ~til v l\iti~ Rev June 2, 2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\Cll137900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio VERSAILLES RECORDS BIG DADDY DISTRIBUTION Audio VESPERALLEY RECORDS NAVARRE CORPORATION Audio VAGRANT R.ECORDS TEE VEE TOONS, INC Audio VIDEO UPTOWN QUALITON IMPORTS LTD. 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Audio WILD CARD RECORDS NAVARRE CORPORATION iAudio WATERDOG RECORDS BIG DADDY DISTRIBUTION Audio WALDOXY RECORDS SELECT-O-HITS, ·INC. Audio WESCO SELECT-O-HITS, INC. Audio WENLOCK NAVARRE CORPORATION Audio WILDFLOWER RECORDS NAVARRE CORPORATION Audio WHITEHOUSE RECORDS BIG DADDY DISTRIBUTION Audio WHITE LABEUHUNGARY CD'S QUALITON IMPORTS LTD. Audio WILL RECORDS NAVARRE CORPORATION Audio WINE-O SELECT-O·HITS, INC;· Audio WINTER HARVEST SELECT-O-HITS, INC. Audio WIRL SELECT-O-HITS, INC. Audio W.I.T.-W.I.T. DISTRIBUTION LAB SELECT-O~HITS, INC. Audio WIT SELECT-O-HITS, INC. Audio WICKED MATERIAL SELECT-O-HITS, INC. Audio WO~LD ALERT· QUALlTON IMPORTS LTD. Audio. ' WMO QUALITON IMPORTS LTD. Audio WINGSPAN SELECT-O-HITS, INC. Audio OUTDAWOODS SELECT-O-HITS, INC. Audio WISE OWL ENT. SELECT·O-HITS, INC. Audio WON ENTERTAINMENT SELECT-O·HITS, INC. Audio WORLD WIDE GOSPEL SELECT-O-HITS,INC. Audio WOSS NESS ENTERTAINMENT SELECT·O-HITS, INC. Audio . WORD RECORDS SELECT·O-HITS,INC. Audio WRECKSHOP SELECT-O·HITS, INC. Audio WIND'SONG SELECT-O-HITS, INC. Audio WSRECORDS SELECT-O-HITS, INC. Audio WITCHWOOD' RECORDS SELECT-O-HITS, INC. Audio YELLO DOG RECORDS SELECT-O-HITS, INC. Audio YWH/ALMAFAME NAVARRE CORPORATION AudIo YOUR MOVIE SELECT·O-HITS, INC . Audio YOUNG BLACK . SELECT-O-HITS, INC. Audio YQRUBA BIG DADDY DISTRIBUTION Audio· YOU GUYS SELECT-O·HITS, INC. Audio YO PLAYA PATNA· SELECT-O-HITS, INC. Page 21 of 109 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI I 137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufac<t!,J~er's .~l!pplied Video/Audiq Category ManufaCturer Name Vendor Name Audio MIGHTY SOUND SELECT-O-HITS, INC. Audio ZHANA SELECT -O-HITS, .1 NC. Audio ZILLJONAIRE SELECT-O-HITS, INC. Audio ZIMBOB RECORDS SELECT-O-HITS, ·INC. Audio ZENARKENT. SELECT-O-HITS, INC. Audio ZYDEKOOL SELECT-O-HITS, INC. Audio GO GITTAS SELECT-O-HITS, INC. 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INC Audio J RECORDS BMG DISTRIBUTION Audio AMERICUS RECORDS ELECTRIC KINGDOM DISTRIBUTION Audio VFRRECORDS RED DISTRIBUTION, INC Audio BRICK RED RECORDS/GOLD CIRCLE RED DISTRIBUTION, INC Audio TRILOKAISAMSON MUSIC RED DISTRIBUTION, INC Audio BADMAN BAYSIDE DISTRIBUTION Audio ROTTIE RECORDS BAYSIDE DISTRIBUTION Audio HOMMAGE RECORDS BAYSIDE DISTRIBUTION Audio SELENE BAYSIDE DISTRIBUTION Audio RPMlCARGOHECORD$ CHICAGO BAYSIDE DISTRIBUTION Audio CARGO RECORDS GROUP BAYSIDE DISTRIBUTION Audio· SOt..IDAIR CITY HALL RECORDS Audio TOPCAT CITY HALL RECORDS es [0 Page 22 of 109 Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name ' .. _'::-.,:.' Audio ROSHAN RECORDS/PAN CALIENTE CITY HALL RECORDS Audio TOMMY BOLIN ARCHIVES BAYSIDE DISTRIBUTION Audio JAMEY AEBERSOLD CITY HALL RECORDS Audio EMPIRE MUSIC GROUP EMPIRE MUSIC GROUP 'Audio SONORA RECORDS BAYSIDE DISTRIBUTION Audio N.A.I.L. 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LIMITED CITY HALL RECORDS Audio EMPIRE MUSIC GROUP EMPIRE MUSIC GROUP Audio RCA RECORDS BMG DISTRIBUnON Audio EMPIRE MUSIC GROUP EMPIRE MUSIC GROUP Audio CARGO RECORDS GROUP BAYSlpE DISTRIBUTION Audio TRILOKAIMUNDO RECORDS RED DISTRIBUTION, INC Audio MESA BLUE MOON RECORDSN2 BMG DISTRIBUTION Audio VICTORY RECORDS' RED DISTRIBUTION, INC Audio PACIFIC MOON BAYSIDE DISTRIBUTION Audio FUZZY MUSIC CITY HALL RECORDS Audio CALIFORNIA ENT. BAYSIDE DISTRIBUTION Audio EMPIRE MUSIC GROUP EMPIRE MUSIC GROUP Audjo STRING JAZZ RECORDS CITY HALL RECORDS Audio FAT WRECK CHORDS REP DISTRIBUTION, INC Audio NAI.L. DISTRIBUTION BAYSIDE DISTRIBUTION Audio 5.1 ENTERTAINMENT GROUP RJ;:D DISTRIBUTION, INC Audio 4WRECORDS ' BAYSIDE DISTRIBUTION Audio STRAIGHT HITS, . BAYSIDE DISTRIBUTION Audio TRU~GEMS RECORDS CITY HALL RECORDS Audio RUDY/NAIL DISTRIBUTION BAYSIDE DISTRIBUTION . 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CategoQ: Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Auqio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Baker Taylor Manufacturer's Supplied VideofAudio Mal1ufacturer Name . Ven(lor Name. CHARMfjET STAR INNOVATIVEDISTNETWORK CHANDOS KOCH ENTERTAINMENT DIST,LLC CHANDI CITY HALL RECORDS CHERRYDISC RED DISTRH3UTION, INC CHICAGO LAKESIDE JAil. GRIFFIN MUSIC CHICAGO RECORDS BAYSIDE DISTRIBUTION CHAKO PRODUCTIONS ROCK BOTTOM, INC MILlTIAlSIDECHO RED DISTRIBUTION, INC CHORAL ARTS EMPIRE MUSIC GROUP CHOKE RECORDS RED DISTRIBUTION, INC CHAMPELI ENT. 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' .. <.~: Professional Services Rev June 2, 2010 S:\ASD\PURCffiSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied VideolAudio Category Manufacturer Name Vendor Name Audio COMPASS RECORDS KOCH ENTERTAINMENT DIST,LLC Audio Atld(o Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio, Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio AUdio Audio Audio Audio Audio Audio Audio Audio Audio AUdiO Audio Audio Audio Audio Audio Audio AiJdio Audio Audio Audio Audio Audio AudIo Audio 'Audio Audio Audio Audio AU,dio' Audio Audio CONCORD JAZZ ' INNOVATIVE DIST NETWORK CONTEMPORARY RECORDS BAYSIDE DISTRIBUTION CONTINGENCY RECORDS MIDWEST ARTISTS DISTRIBUTION CORO COLLEGIUM RECORDS COPE CITY HALL RECORDS . CORBETT RECORDS ROCK BOTTOM, INC CORINTHIAN (COR) CITY HALL RECORDS CARMEL PARK RECORDS SUMTHING DIST. 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CORNER SERVICE; CITY HALL RECORDS CHEETAH RECORDS RED DISTRIBUTION, INC CATHEXIS (CTH). . CITY HALL RECORDS CATPAWS IN MOTION SUMTHING DIST. CITY TRIPS , EMPIRE MUSIC GROUP . COUNTRY STARS (NETHERLANDS) EMPIRE MUSIC GROUP CUBA CHEVERE· CITY HALL RECORDS CULB CITY HALL RECORDS CLASSIC WORLD PRODUCTIONS Rock.sOTTOM, INC CYCLOPS RECORDS GRIFFIN MUSIC CATALYST . CITY HALL RECORDS DRUMMONS & BARRETT CITY HALL RECORDS DAGORED RECORDS CITY HALL RECORDS DAKOTAHISOAR ROCK BOTTOM, INC DAMIAN MUSIC· BMG DISTRIBUTION' DANCEFLOOR MUSIC SUMTHING DIST. DANIEL'HO CREATIONS CITY HALL RECORDS. DARING INNOVATIVE DIST NETWORK DIVINE ART EMPIRE MUSIC GROUP DREAD AT THE CONTROL ROCK BOTTOM, ·INC DOUBLEPLAYRECORDS ROCK BOTTOM·, INC p6UBLE.S (ENGLAND) . EMPIRE MUSIC GROUP D'BLlJE·RECORDS ELECTRIC KINGDOM DISTRIBUTION DBN RECORDS CITY HA~!-RECORcis DC JAZZ. . , CITY HALL ·RECORDS Page 31 of 109 42 Professional Services Rev June 2, 2010 S :\ASD\PURCH\SOLICIT A TIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\CI113 7900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Catego!,X Manufacturer Name Vendor Name Audio DISCOM. EMPIRE MUSIC GROUP Audio DIAMOND CUT CITY HALL RECORDS Audio DOC CITY PRODUCTIONS CITY HALL RECORDS Audio DCRECORD$ ROCK BOTTOM, INC Audio DC VENTURES DC VENTURES, INC. Audio DEAD EYE RECORDS CITY HALL RECORDS Audio DEAD RECKONING RED DISTRIBUTION, INC Audio DEBUT GOSPEL INNOVATIVE DIST NETWORK Audio DECA DANCE (ENGLAND) EMPIRE MUSIC GROUP Audio DEEJAY CITY HALL RECORDS Audio DEEP BLUE RECORDS RED DISTRIBUTION,INC Audio DEF ATTACK RECORDS . SUMTHING DIST. 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BAYSIDE DISTRIBUTION Audio FIFlY-FOUR FORlY BAYSIDE DISTRIBUTION ~;- Audio FIGHT EVIL CITY HALL RECORDS (> ••••• "~:.-:.' .. , Audio FISH HEAD RECORDS CllY HALL RECORDS Audio FILLMOE COLEMAN (FMO) CllY HALL RECORDS Audio FIREBIRD·(FIR) CllY HALL RECORDS Page 34 of 109 45 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Catego~ Manufacturer Name Vendor Name . Audio FIVE STAR BAYSIDE DISTRIBUTION Audio FLATFISH CITY HALL RECORDS Audio FULCRUM RECORDS ELECTRIC KINGDOM DISTRIBUTION Audio FLEDGLING. CITY HALL RECORDS Audio FULLY LOADED RED DISTRIBUTION, INC Audio FLIP/SIDE RECORDS ROCK BOTTOM, INC Audio FLYING RECORDS KOCH ENTERTAINMENT DIST,LLC Audio FLARE CITY HALL RECORDS Audio FLAT EARTH/SYMBIOTIC· BAYSIDE DISTRIBUTION Audio FLYING FISH/ROUNDER SA YSIDE DISWl8UTION Audio FLYING TART COMPENDIA MUSIC GROUP Audio FRANK-O-MATIC BAYSIDE DISTRIBUTION Audio 4 MEN WITH BEARDS CITY HALL RECORDS Audio FAVORED NATIONS ACOUSTIC RED DISTRIBUTION, INC Audio FOUNDATION ENT. CITY HALL RECORDS Audio FUNFUNDVIERZIG CITY HALL RECORDS Audio. FUNK LAB RECORDS . SUMTHING DIST. Audio FINER ARTSRECORDS ELECTRIC KINGDOM DISTRIBUTION Audio FORTUNE ENTERPRISE BAYSIDE DISTRIBUTION Audio FOLK LEGACY . 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CITY HALL RECORDS Audio 50.50 RECORDS.· CITY HALL RECORDS Audio· FUTURE FARMER-RECORDINGS RED DISTRIBUTION, INC Audio FUZELICIOU$ MORSELS (FUZ) CITY HALL RECORDS: Audio . FONOVISAIAUDIO . FONOVISA, INC . Audio 504 U.K. CITY HALL RECORDS· Audio FIRST WORLD (FWD) CITY HALL RECORDS· Audio FOURWINDS ENTERTAINMENT MIDWEST ARTISTS DISTRIBUTION Audio FUZZY LOGIC RECORDS . ELECTRIC KINGDOM DISTRIBUTION Audio GALLERIE EMPIRE MUSIC GROUP· Audio GALLERY RECORDS ROCK BOTTOM, INC Audio GALAXY SOUND IF JAZZ. EMPIRE MUSIC GROUP . Audio GALX BAYSIDE DISTRIBUTION Audio GAMMA RECORDS· SUMTHING DIST. Audi9 GAMMON RECORDSffELEGRAPH COMP INNOVATIVE OIS1' NETWORK" Audio GATEWAY RECORDINGS SUMTHING DI8T. Audio GBM REGaRDS . CITY HALL RECORDS Audio GOLD COLLECTION "(ENGLAND) EMPIRE· MUSIC GROUp· Audio GDI·RECORDS (ENGLAND) EMPIRE MUSIC GROUP Audio GDIRECORDS EMPIRE MUSIC GROUP Page 35 of 109 ~_ •. __ ..• _,._o~J S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER~CM FOLDERS\KATHy\Contra cts\Cll137900B~Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufac~urer Name Vendor Name Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio . Audio Audio Audio GODREAH . 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CITY HALL RECORDS CITY HALL RECORDS EMPIRE MUSIC GROUP CITY HALL RECORDS BAYSIDE DISTRIBUTION INNOVATIVE DIST NElWORK EMPIRE MUSIC.GROUP EMPIRE MUSIC GROUP BMG DISTRIBUTION CITY HALL RECORPS KOCH ENTERTAINMENT DIST,LLC C1TY HALL·RECORDS .'- CITY HALL RECORDS ·EMPIRE MUSIC GROUP GRIFFIN MUSIC EMPIRE MUS!C,GROUP . EMPIRE MUSIC GROUP BMG DISTRIBUTION CITY HALL RECORDS CITY HALL RECORDS CITY HALL RECORDS ROCK BOTTOM, INC . CITY HALL RECORDS BAYSIDE DISTRIBUTION CITY HALL RECORt;JS CITY HALL R.ECORDS . EMPIRE MUSIC QROUP. CITY HALL RECORDS Page 36 of 109 47 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio HANSSLER COLLEGIUM RECORDS Audio HARBINGER . EMPIRE MUSIC GROUP Audio HARLEQUIN CD CITY HALL RECORDS Audio HARMONY RECORDS RED DISTRIBUTION, INC Audio HARVEST PRODUCT INNOVATIVE DJST NETWORK Audio HAYDEN'S FERRY CITY HALL RECORDS Audio HOT CLUB (HCl) CITY HALL RECORDS Audio HANGDOG RECORDS LTD. ELECTRIC KINGDOM DISTRIBUTION Audio HUDSON VALLEY ReiCK BOTTOM, INC Audio HIDEAWAY RECORDS HIDEAWAY RECORDS Audio HEAVYWOOD (HEA) CITY HALL RECORDS Audio HEART ROCK BOTTOM, INC Audio HEFTY/SYMBIOTIC BAYSIDE DISTRIBUTION Audio HEP JAZ;l.. GRIFFIN MUSIC Audio HERITAGE CITY HALL RECORDS Audio HEY DAY RECORDS CITY HALL RECORDS Audio HAND GAME ROCK BOTTOM, INC Audio HITHOUSE SUMTHING DIST. 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Audio HUMIDITY/RED INK REP DISTRIBUTION, INC Audio HEAVEN & EARnf' ROCK BOTTOM, INC Audio HIGHWATER CITY HALL RECORDS Audio HEWHOCORRUPTS MIDWEST ARTISTS DISTRIBUTION Page 37 of 109 48 I Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICIT A TIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\C 1113 7900B-Baker & Taylor A V & Processmg\Contract C1ll37900B-Baker & Taylor A V and Processing. doc Category Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio· Audio Audio Audio Audio Audio Audio Audio AudiQ Audio Audio Audio Audio Audio Audio Audio Audio· Audio Baker Taylor Manufacturers! Supplied Video/Audio· ... Manufacturer Name Vendor Name 121 RECORDS NILE ENTERTAINMENT IAC.A MIDWEST ARTISTS DISTRIBUTION INNER BEAT MUSIC SUMTHING DIST. ICHIBAN RECORDS COMPENDIA MUSIC GROUP IDEAL MUSIC BAYSIDE DISTRIBUTION IDEAL MUSIC BAYSIDE DISTRIBUTION INNOVATIVE DISTRIBUTION NETWOR INNOvATIVE DIST NETWORK IDOL RECORDS ROCK BOTTOM, INC IFGAM ROCK BOTTOM, INC INVESTMENTS IN NATURE R.ED DISTRIBUTION, .INC IKEF CITY HALL RECORDS ILEK'S MUSIC ILEKS MUSIC ILLUMINE· ROCK BOTTOM,lNe IMAGINA CITY HALL RECORDS IMAGO RECORDS KOCH ENTERTAINMENT DIST,LLC IMI RECORDS SUMTHING DIST. IMOGENA CITY HALL RECORDS IMPERIAL BAYSID.!= DISTRIBUTION INDIANOLA MUSIC GROUP CITY HALL RECORDS IMUSIC BMG DISTRIBUTION INA MINUTE ROCK BOlTOM, INC INAK RECORDS CITY HALL RECORDS INBETWEENS (lNB) C·ITY HALL RECORDS INDIGO BLUE ENTERTAINMENT INC. INNOVATIVE DIST NETWORK INCOGNITO (INC) CITY HALL RECORDS· IN EFFECT RED .DISTRIBUTION,. 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J-CURVE RECORDS JAZZ CRUSADE J & D RECORDS JEN BAY Page 38 of 109 4~ CITY HALL RECORDS . CITY HALL RECORDS CITY HALL RECORDS CITY HALL RECORDS CITY HALL RECORDS CITY HALL RECORDS. CITY HALL RECORDS· • CITY HALL RECORDS l'roreSSlonal :services Rev June 2, 2010 S;\ASD\PURCffiSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Category Audio Audio Audio Audio Audio Audio Audio Audio A!ldio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Al,ldio Audio Audio Audio Audio Audio Audio Audio Audio Audio 'A!Jdio Audio Audio . Audio Audio Audio Audio Audio Audio Audio AU.dio Audio Audio Audio· Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio . Audio Audio Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name JOE RECORDS SUMTHING DIST. JEROME RECORDS EMPIRE MUSIC GROUP JETSTAR INNOVATIVE DIST NETWORK R.SCOTTS JAZZ HOUSE-TKO MAG GRIFFIN MUSIC JIVE RECORDS BMG DISTRIBUTION JAZZ KEY MUSIC CITY HALL RECORDS JACKPINE SOCIAL CLUB INNOVATIVE DJST NETWORK JL AMERICAN RECORDS RED DISTRIBUTION, INC JLM ENT. (JLM) CITY HALL RECORDS JLRECORDS EMPIRE MUSIC GROUP JAZZ ME BLUES MUSIC MIDWEST ARTISTS DISTRIBUTION JAZZ MAGNET MIDWEST ARTISTS DISTRIBUTION JAZZ MARK CITY HALL RECORDS JUMP UPNICTORY RED DISTRIBUTION,. INC JOMATO RECORDS BAYSIDE DISTRIBUTION JOURNEYMUSIC . · RED DISTRIBUTION, INC JMCIXRCD · CITY HALL RECORDS JUNKU BAYSIDE DI.SffllBUTION JOAQUIN RECORDS CITY HALL RECORDS JOKER EMPIRE MUSIC GROUP JOURNEES' CITY-HALL RECORDS JACKPOT RECORDS BAYSIDE DISTRIBUTION JRB RECORDS . ELECTRIC KINGDOM DISTRIBUTION JUST A MINUTE INNOVATIVE DIST NETWORK JTJ RECORDS1BAYSIDE BAYSIDE D1STRIBUTION JTS BAYSIDE DISTRIBuTION JET SET CITY HALL RECORDS JUST A MEMORY INNOVATIVE 01ST NETWORK JUMP CFTY HALL RECORDS JUSTIN TIME INNOVATIVE DIST NETWORK JVCIXRCD CITY HALL RECORDS JAZZ CLASSICS CITY HALL RECORDS JAZZHEADS RECORDS INNOVATIVE DIST NE.TWORK JAZZ ORACLE RECORDS CITY HALL RECORDS JAZZATERIA RECORDS·' MIDWEST ARTISTS DISTRIBUTION KAISONIC' EXPERIENCE ROCK BOn-OM, INC KING BISCUIT ENTERTAINMENT INNOVATIVE DIST NETWORK KOCH DiSCoVER KOCH ENTERTAlNMENT DIST,LLC KEF RECORDS SUMTHING DIST. KELLS MUSIC . PETER PAN AUDIO KING ACE (KGA) CITY HALL RECORDS KHAEON CITY HALL RECORDS KOCH ENTERTAINMENT KOCH ENTERTAINMENT DIST,LLC KILLA VALLEY BAYSIDE DISTRIBUTION KINETIC RECORDS/BMG BMG DISTRIBUTION KINDERCOREfTELEGRAPH INNOVATIVE OIST NETViIoRK KING JAZilNMC MUSIC GROUP INNOVATIVE OIST NE)'WORK KRAZYKAT CITY HALL RECORDS K-LOU RECORDS BAYSIDE. DISTRIBUTION KOALA PUBliCATIONS SUMTHING DIST. KOCH IMPORTS KOCH ENTERTAINMENT DIST,LLC KOLE RECORDS INNOVATIVE DIST NETWORK KOOLARROW INNOVATIVE DISTNETWORK KRL (KRL) CITY HALL RECORDS KINGSNAKE RECORDS · KOCH ENTERTAINMENT DIST,LLC LA FACE RECORDS BMG DISTRIBUTION LAKE EFFECT MIDWEST ARTISTS DISTRIBUTION LAP RECORDS SUMTHING DIST .. · LATITUDES CITY HALL RECORDS LATIF (tAn CITY HAI.,L RECORDS Page 39 of 109 50 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturers Supplied Video/Audio Category Manufacturer °Name Vendor Name Audio LAUGHING STOCK RECORDS ROCK BOTTOM, INC Audio LAST BEAT RECORDS RED DISTRIBUTION, INC Audio LlGHTBULB RECORDS KOCH ENTERTAINMENT DIST,LLC Audio LES CHANSONS ETERNELLES-EMPIRE MUSIC GROUP Audio LOW DICE SUMTHING DIST. 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Audio LOOSE LEAF RECORDS 0 BAYSIDE DISTRIBUTION Audio LLANAS RECORDS MIDWEST ARTISTS DISTRIBUTION Audio LMR BMG DISTRIBUTION Audio LOMAXf.ROUNDER RECORDS BAYSIDE DISTRIBUTION Audio LOGIC RECORDS BMG DISTRIBUTiON Audio LOGIC RECORDS BMG DISTRIBUTION Audio LOOKOUT RECORDS RED DISTRIBUTION, INC Audio LlFERDEF CITY HALL RECORDS Audio LOCUST RECORDS CITY HALL RECORDS Audio LOUIPIMPS CITY HALL RECORDS Audio LOUD RECORDS RED DISTRIBUTION, INC Audio LEOpARD SKIN ROCK BOTTOM, INC Audio LIGHTHOUSE POINT ENTERTAINMENT KOCH ENTERTAINMENT DIST,LLC Audio LONG PLAY RECORDS CITY HALL RECORDS Audio PRIMA BAYSIDE DISTRIBUTION Audio LIQUID CITY CITY HALL RECORDS Audio LYR1CA (ITALY) EMPIRE MUSIC GROUP Audio LOUISIANA RED HOT INNOVATIVE DIST NETWORK Audio LOST GOLD RECORDS CITY HALL RECORDS Audio LAKESHORE JAZZ GRIFFIN MUSIC Audio LSO LIVE (ENGLAND) EMPIRE MUSIC GROUP Audio LATIN SOUNDS EMPIRE MUSIC GHOUP Audio LUCKY 7/ROUNDER BAYSIDE DISTRIBUTION Audio LUKE RECORDS RED DISTRIBUTION, INC 0 Audio LUMAR ROCK BOTTOM, INC Audio LIVING MUSIC/BMG BMG DISTRIBUTION Audio LYRA PRO. SUMTHING DIST. Audio LYRICORD RECORDS KOCH ENTERTAINMENT DIST,LLC Audio LYRICIST LOUNGEfRUMM RED DISTRIBUTION, INC Audio MAO DOLLAR ROCK BOTTOM, INC Audio MAESTRO HISTORY (GERMANY) EMPIRE MUSIC GROUP Audio MAGIC IMPORTS CITY HALL RECORDS Audip MAG RECORDS BAYSIDE DISTRIBUTIOt>j Audio MAGNA CHARTA RECORDS RED DISTRIBUTION, INC Audio MAGNATAR RECORDS SUMTHING DIST. Audio I0AH-MICHAEL ALLEN HARRISON BAYSIDE DISTRIBUTION Audio MARS ENTERTAINMENT INNOVATIVE DIST NETWORK Audio MASON, INNOVATIVE DISI NETWORK Audio MASTERTONE EMPIRE MUSIC GROUP Audio MAUSOLEUN RECORDS BMG DISTRIBUTION Audio MAXI/SNAPT ASTOR PLACE R'ECORDINGS LLC Audio MAILBOAT 0 BAYSIDE DISTRIBUTION Page 40 of 109 51 to".;" I t( Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Conlra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing,doc ..... ..,.~ ...... ..... Baker Taylor Manufacturers Supplied Video/Audio Category Manufacturer Name Vendor Name Audio MISS BUTCH RECORDS ROCK BOTTOM, INC Audio MIRACLE RECORDS . ROCK BOTTOM, INC Audio MARS COLONY MUSIC SUMTHING DIST. Audio MCA SPECIAL PRODUCTS ROCK BOTTOM, INC Audio MUST CLOSE SATURDAY RECORDS ROCK BOTTOM, INC Audio MEDICINE LABEL RED DISTRIBUTION, INC .. Audio MILLION DOLLAR DREAM CITY HALL RECORDS Audio MDG/DABRINGHAUS & GRIMM KOCH ENTERTAINMENT DIST,LLC Audio MUSICA 01 ANGELI EMPIRE MUS'IC GROUP Audio MAD KAT BAYSIDE DISTRIBUTION Audio MOO LANG CITY HALL RECORDS AudiO MAD DOG RECORDS SUMTHING DIST. Audio MIDAS TOUCH CITY HALL RECORDS Audio MECHANICIWORLD OF HART .REDDISTRIBUTION,INC Audio MEDALIST ENTERTAINMENT INNOVATIVE DIST NETWORK AUdio META RECORDS CITY HALL RECORDS . Audio MEEK RECORDS .ROCK BOTTOM, INC Audio . MEGATONE RECORDS SUMTHING DIST. Audio MEGA RECORDS . 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Audio MIAMI RECORDS ROCK BOTTOM; INC Audio MICHAEL SCHENKER RECORDS BAYSIDE DISTRIBUTION .. Audio MIDWEST ARTISTS DIS!. MIDWEST ARTISTS DISTRIBUTION Audio' MOVING IMAGE (MIE) CITY HALL'RECORDS Audio MIGHTY MUSIC CITY HALL "RECORDe Audio MILESTONE RECORDS BAYSIDE DISTRIBUTION Audio MILLENNIUM HITS EMPIRE MUSIC GROUP Audio MILITARY RECORDS MILLITARY RECORDZ . Audio MINOR RECORDS KOCH ENTERTAINMENT DfST,LLC Audio MIXMAG. KOCH E:NTERTAINMENT DIST,LLC Audio MAKOTO BAYSIDE DISTRIBUTION' Audio MISSING LINK ENT. (MLI) CITY HALL RECORDS . Audio MUSIC MASTERS BMG DISTRIBUTiON· Audio MUSIC MACHINE. ROCK BOTTOM; INC Audio MASTERMIND RECORDS BAYSIDE DISTRIBUTION AUdio MEMOI.RlCITY·HALL (IMPORn CITY HALL" RECORDS Audio ~O MUSCLE (MMU) CITY HALL RECORDS Audio MOONCRESTfTROJAN CITY HALL RECORDS Audio MAGNETIC c:ITY HALL RECORDS" Page 41 of 1'09 52 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc Category Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio Audio Audio Audio . Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio AudiO Audio Audio Audio Baker Taylor ,Manufaptu.r~r.'s. Supplied Video/Audio Manufacturer Name Vendor Name MbNITOR/SY[V1BIOTIC BAYSIDE DISTRIBUTION MOBSlYLE MUZIK BAYSIDE DISTRIBUTION MOB STYLE RECORDS MIDWEST ARTISTS DISTRIBUTION MODE IMPORTS . KOCH ENTERTAINMENT DIST,LLC MOE DOE RECORDS CITY HALL RECORDS MO FAITH RECORDS (MFR) CITY HALL RECORDS HOLLISTER GROUP LLC. SUMTHING DIST. MOIDART EMPIRE MUSIC GROUP MOJO RECORDS BMG DISTRIBUTION MOJAZZMANIA ROCK BOTTOM,INC MOMENT RECORDS . KOCH ENTERTAINMENT DIST,llC MONSTER RECORDS ROCK BOTTOM, INC MONKEYHltL .. BAYSIDE DISTRIBUTION MOONSHINE MUSIC KOCH ENTERTAINMENT DIST,lLC MORG BAYSIDE DISTRIBUTION MORROWLAND (MOR) CITY HALL RECORDS Mo.STON BAYSIDE DISTRIBUTION MOTOWN SPECIAL PRODUCTS ROCK BOTTOM, INC MUSIC OF THE WORLD CITY HALL RECORDS MOUTHPIECE INNOVATIVE DIST NETWORK MULTIPHASE ROCK BOTTOM, INC METROPOLITAN RECORDS CITY HALL RECORDS MIPLUS(NETHERLANDS) EMPIRE MUSIC GROUP MELISSA PEARL PRODUCTIONS (MPP CITY HAI,.L RECORDS MR. CHARLES RECORDS BAYSIDE DISTRIBUTION· MTP RE;CORDS CITY HALL RECORDS MA RECORDINGS . KOCH ENTERTAINMENTDIST,LlC MR. MUSIC· CITY HALL RECORDS MAR-ANCE'RECORDS SUMTHING DIST. MCS RECORDS ELECTRIC KINGDOM DISTRIBUTION MR. TEE ROCK BOTTOM, INC MSC/STRANGE·MUSIC. RED DISTRIBUTION, INC MOBB STATUS ENTERTAINMENT BAYSIDE DISTRIBUTION MUSEA GRIFFIN MUSIC MSGRECORDS BAYSIDE' DISTRIBUTION . MOON SKA GRIFFIN MUSIC MASTERENT, CITY HALL RECORDS MASTERS ROCK BOTTOM, INC MOTEMA MUSIC· CITY HALL RECORDS MOUNTAIN..RETREAT BAYSIDE DISTRIBUTION METRO REeO.RDS BAYSIDE ,DISTRIBUTION MULATTA R~CORD.S (MTT) CITY HALL RECORDS MUSIC CLUB ROCK BOTTOM, INC .. MUSIK 1I\,/:rERNATIONAL ROCK BOTTOM, INC MUISC PLANt;:T MIDWEST ARTIS:rS DISTRIBUTION MUSIC TRENDS ROCK BOTTOM, INC MAXIMILLION (MMI) CITY HALL RECORDS 3CITSYM SUMTHING DIST, M1 MUZIK (MZK) CITY HALL RECORDS N2K.!:NCODED MUSIC RED DISTRiBUTION, INC NEW ALBION RECORDS KOCH ENTERTAINMENT DIST,LLC NAED . ROCK BOTTOM, INC NAKED CITYHECORDS SUMTHING DIST, NAME BRAND: RECORDS (NAM) CITY HALL RECORDS NARNIAN(OARFIN MIDWEST ARTISTS DISTRIBUTION' NATURAL VISION/$OAR. ROCK BOTTOM,.INC NCA (NEW,CLASSICAL ADVENTURE) BAYSIDE DISTRIBUTION INDIA ARCHIVE$ CITY HALL RECORDS NEATWORK (NEA) CITY HALL RECORDS NEW MILLEN,IUMRECORDS SUMTHING DIST, Page 42 of 109 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHy\Contra cts\CII137900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor A V and Processing, doc ro<-.~~. , , .. I Baker Taylor Manufacturers Supplied Video/Audio Catego~ Manufacturer Name Vendor Name Audio NEW SPIRIT MUSIC INNOVATIVE DIST NElWORK Audio NETCOM MUSIC.COM BAYSIDE DISTRIBUTION Audio NEON TONIC INNOVATIVE DI8T NETWORK Audio NEUE ASTHETIK BAYSIDE DISTRIBUTION Audio NEWPORT CLASSICS MIDWEST ARTISTS DISTRIBUTION Audio NEXTPLATEU RED DISTRIBUT[ON, INC Audia NEW GROOVE ENT. CITY HALL RECORDS Audio NEWHOUSE SUMTHING DIST. Audio NIGHT HAWK RECORDS RO,CK BOnOM, INC Audio NIKKOS MUSIC MIDWEST ARTISTS DISTRIBUTION A~dio NELJAZZ EMPIRE MUSIC GROUP Audio NMCMUSIC INNOVATIVE DIST NETWORK Audio NEW MOON MUSIC ROCK BOttOM, INC Audio NOCON'WOOD CITY HALL RECORDS Audio NOMAD INDUSTRIES SUMTHING DIST. Audio NOMAD CITY HALL RECORDS Audio NON STOP MUZIC CITY HALL RECORDS Audio NOVELBOND EMPIRE MUSIC GROUP Audio NOVUSRECORDS BMG DISTRIBUTION Audio NORTHPORT RECORDS EMPHASIS ENTERTAINME:NT GROUP Audio NOIR CITY HALL RECORDS Audio N SEAsoN RECORDS CITY HALL RECORDS Audio NIGHTINGALE CLASSICS KOCH ENTERTAINMENT DIST,LLC Audio NIGHT TRAIN RECORDS CITY HALL RECORDS Audio NU WORLD RECORDS INC. EMPHASIS ENTERTAINMENT GROUP Audio NATE WEIDA RECORDS ROCK BOnOM .. INC Audio NEW WEST RED DISTRIBUTION, INC Audio NYC RECORDS CITY HALL RECORDS Audio NYC MUSIC BAYSIDE DISTRIBUTION Audio N-zoNE ENTERTAINMENT ROCK BOnOM, INC Audio ' OARFIN MIDWEST ARTISTS DISTRIBUTION Audio ONCEBlnEN CITY HALL RECORDS Audio OLD COW MUSIC CITY HALL RECORDS Audio OCTONE RECORDS BMG DISTRIBUTION A~dio ONE 4 US ENTERTAINMENT " BAYSIDE DISTRIBUTION Audio ORIGINAL GOLD, EMP,iRE MUSIC GROUP Audio OHM MUSIC SUMTHING DIST: Audio' , OIGC CITY HALL RECORDS Audio ORIGIN JAZZ (OJL) CITY HAll RECORDS Audio OLD BEAN' CITY HALL RECORDS Audio OlOS" ' BAYSIDE DISTRIBUTION' Audi9 ORIGINAL JPll. CLASSICS BAYSIDI; DIS,TRIBUTION Audio THE OLD MASTERS CITY HALL RECORDS Audio ' OL RECORDS ' BAYSIDE DISTRIBUTION Audio OMAC BAYSIDE DISTRIBUTION Audio OMNIBUS RECORDS BAYSIDE DISTRIBUTION Audio ONE, MAN CLAPPING RECORDS CITY HALL RJ;:Co'RDS Audio OMNIPOTENT RECORDS SUMTHING, DIST. Audio Omni Pare Records SUMTHING DIST. Audio ONE DARK NIGHT ' CITY HALL RECORDS Audio ONDINE; KOCH ENTERTAINMENT DIST,LLC Audio ONE VOICE ' CITY HALL RECORDS ,A.udio 'ONI RECORDS INNOVATIVE DIST NETWORK Audio ORGAN OF CORTI KOCH ENTERTAINMENT DIST,LLC Audio OOOUTIC MUSIC ElECTRIC KINGDOM DISTRIBUTION Audio, OPALINE CITv'HALi.. RECORDS Audio ' OPERA, EMPIRE MUSIC GROUP Audio OPENART RECORDS CITY HALL RECORDS Audio ORIGINAL CAST RECORDS ROCK BOnOM, INC Audio ORFIN RECORD,S MIDWEST ARTISTS DISTRIBUTION Page 43 of 109 54 Professional Services Rev June 2,2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor AV and Processing,doc Baker Taylor Manufacture~$ Supplied. Video/Audio Category Manufacturer Name Vendor Name i''.;" ~udio ORANGE ST. INNOVATIVE DIST NETWORK . ~ ... ".' r Audio OR MUSIC RED DISTRIBUTION, INC Audio ORFH$U8/8UMTHING DISTRIBUTION SUMTHING 018T. Audio ORP,NGESTREET/NMC MUSIC GROUP INNOVATIVE OIST NETWORK Audio O.S.T. CITY HALL RECORDS Audio 168 ENTERTAINMENT CiTY HALL RECORDS Audio OPEN SKY . ROCK BOTTOM, INC Audio OLIVER SUDDEN PROD. ROCK BOTTOM, INC Audio O.S.T. (DENMARK) . CITY HALL RECORDS Audio OSMOSYS CITY HALL RECORDS AiJdio ON THE RUN BAYSIDE DISTRIBUTION Audio OTTAVA BAYSIDE DISTRIBUTION Aud'io OUTOF BOUNDS LABEL GROUP' BAYSIDE DISTRIBUTION Audio OUTHOUSE ENTERTAINMENT CITY HALL RECORDS Audio OUTLAW RECORDZ BAYSIDE DISTRIBUTION Audio OUR WORLD ENTERTAINMENT INC BAYSIDE DISTRIBUTION Audio OWNED & OPERATED/SYMBIOTIC BAYSIDE DISTRIBUTION Audio OWN UP ENT. (OWN) CITY HALL RECORDS Audio ONE WAY RECORDS INNOVATIVE DIST NETWORK Audio OXINGAlE ROCK BOTTOM, INC Audio OXYGEN RECORDS/KING BISCUIT EN INNOVATIVE DISTNETWORK Audio OZICRASH MUSIC INNOVATIVE DIST NETWORK' Audio OZONE (OZO) CITY HALL RECORDS Audio PLANET 11 RECORDS EMPHASIS ENTERTAINMENT GROUP Audio PAPER CHASE E}AYSIDE DISTRIBUTION Audio PACIFIC ELECTRIC SUMTHING DISt. Audio -PADRAIG RECORDS ELECTRIC KINGDOM DISTRIBUTION Audio PARK-U:K. 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BAYSIDE DISTRIBUTION Audio PHANTOM RECORDS (~NGLAND) EMPIRE MUSIC GROUP Audio PHARAOH RECORDS CITY HALL.RE.CORDS Audio PHONICA EMPIRE MUSIC GROUP AudIo PHONO-CUT CITY HALL RECORDS Audio PHILO RECORDS INNOVATNE DIST NETWORK Audio PHONTASTIC CITY HALL RECORDS, Audio PHAEDRA EMPIRE MUSIC .GROUP. Audio PHURST DEGREE BAYSIDE DISTRIB.UTION . Audio PIAS AMERICA/RED INK RED DISTRIBUTION, INC i It_. Audio PI LOT/NMC MUSIC GROUP INNOVATIVE DIST NETWORK ' .. Audio PRIMA CITY HALL RECORDS Audio PLAIN CITY HALL 'RECORDS Audio PLANET MEDIA (ENGLAND) EMPIRE MUSIC GROUP Page 44 of 109 55 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing.doc ""'" Category Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio AudIo Baker Taylor Manufacturers Supplied Video/Audio Manufacturer Name Vendor Name PALEO MUSiC CITY HALL RECORDS PILOT (ENGLAND) . EMPIRE MUSIC GROUP PLANET EARTH CITY HALL RECORDS POOL ROOM . ELECTRIC KINGDOM DISTRIBUTION PLATETECTONICS MIDWEST ARTISTS DISTRIBUTION PLATINUMRECORDS COMPENDIAMUSIC GROUP PLUMP RECORDS RED DISTRIBUTION, INC PETER'S MUSIC FACTORY EMPIRE MUSIC GROUP' PINK MASTERTONE EMPIRE MUSIC GROUP PASSION PRESS CITY HALL RECORDS PNEUMA CLASSICS (SPAIN) EMPIRE MUSIC GROUP POLYGRAM SPECIAL PRODUCTS ROCK BonOM, INC PONTO RECORDINGS (NETHERLANDS) EMPIRE MUSIC GROUP POPP LLAMA RECORDS CITY HALL RECORDS POWER RECORDS RED DISTRIBUTION, INC PRIMARILY A CAPPELLA ROCK BonOM, INC PROPER PAIRS CITY HALL RECORDS PREMIER RECORDINGS EMPIRE MUSiC GROUP PRIDDIS MUSIC . PRIDDIS MUSIC, INC PRESTIGE BAYSIDE DISTRIBUTION PROGRESSIVE (PRG) CITY HALL RECORDS PRIME TIME MUSIC SUMTHING DIST. PRIVATE MUSIC BMG DISTRIBUTION PARLANE ENTERTAINMENT G AND J MARKETING PREMIER EMPIRE; MUSIC GROUP PREMENITION RECORDS CITY HALL RECORDS PRIME TIME RECORDS KOCH ENTERTAINMENT D1ST,LLC PRELUDE MUSIC . SUMTHING DIST. PRO ARTS COMPENDIA MUSIC GROUP PROFILE RECORDS INC. 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Paga 45 of 109 56 Professional Services Rev June 2, 2010 S:\ASD:rURCH\SOLICIT A TIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\C 1113 7900B-Baker & Taylor A V & Processmg\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Ma,nllfaC:!\.!ri3r's $.l.lpp/ied .. VideofAudio Category Manufacturer Name. Vendor Name Audio RAJON (l,':NGl.J\ND) EMPIRE MUSIC GROUP Audio RALATINA ROCK BOnOM, INC Audio RANCH~RO(RAN) CITY HALL RECORDS Audio RAUCOUS-TKO MAG GRIFFIN MUSIC Audio RAVEN ROCK BOTTOM, INC Audio RAW ENTERTAINMENT ROCK BOnOM, INC Audio RAWFISH BAYSIDE DISTRIBUTION Audio RAY lEONARD RECORDS ROCK BOnOM, INC Audio RAZORFISH STUDIOS SUMTHING pIST. 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CITY HALL RECORDS Audio RICH HEART ROCK BOnOM, INC Audio RED HAT RECORDS CITY HALL RECORDS Audio RIDERLIFE BAYSIDE DISTRIBUTION Audio RIGHTEOUS BABE RECORDS KOCH ENTERTAINMENT D1ST,LLC Audio RECORDED IN HOLLYWOOD (RIH) CITY HAll RECORDS Audio RISING RECORDS SUMTHINGDIST. Audio R-JAY RECORDS MIDWEST ARTISTS DISTRIBUTION Audio RKO/UNIQUE CITY HALL RECORDS Audio RED KURL RECORDS CITY HALL RECORDS Audio REAL.oEAL RECORDS SUMTHING DIST. Audio . REAL SOUND (ITALY) EMPIRE MUSIC GROUP . Audio REAUZME ENT. CITY HALL RECORDS Audio ROBERTS MUSIC GROUP SUMTHING DIST. Audio RorvioPHONE (ENGLAND) EMPIRE MUSIC GROUP Page 46 of 109 57 «:::\ { \, ..... I ~~;~::~;~ Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CI1137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturers Supplied Video/Audio Category Manufacturer Name Vendor Name Audio Audio Audio Audio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio Audio Audio Audio. Audio Audio Audio Audio Audio Audio Audio Audio, Audio Audio Audio Audio Audio Audio Audio Audio Audio , • Audio AUdio Audio Audio A!,Idio Audio Audio Audio Audio Audio' Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio ROUNDER SELECTIIDN ROUND ROBIN ' ROUND TOP RENEGADEIRUMM RINGING TREE RANKlN MUSIC R'ENOVATION (RNO) ROADRUNNE;R RECORDS , ROBBINS RECORDS RONDEL RECORDS ROESCH RECORDS ROYAL OPERA HOUSE ROHIT ROCKEIOWN ROMEO ENTE;RTAINMENT . ROMP RECORDS ' RONCO CLASSICS ROUNDER SELECT ROWDY RECORDS RPM/CARGO MUSIC RPM RECORDS/COLUMBIA/RED INK R & R RECORDS (RRE) REAL RHYTHM (RRH) RUST BELT ' RASTASCAN RECORDS RTECD'S RASTAFARIA ARTEMIS RECORDS RTVE CLASSICS RUBY RECORDS RUF RECORDS RUM8LERECORDS HIERO IMPERIUM/RUMM RUSTIC RECORDS, RAnLESNAKE VENOM RIVERWAlK, RIGHT WAY PRODUCTIONS ROYCE MUSIC, ROYAL' CLASSICS RAZOR AND TIE RECORDS SACKVII .. LE RECORDS SATEtLlTES', :' SAf;'EHO,USE SAVRUMtit1 SAI,.OON, SALUDOS AMIGOS S.A.M. RECORDS SAMSON MUSIC SAVOY JAZZ RECORDS sconl 8ROTHERS/AMG SURROUNDED'BY SBERECORDS SUNBIRPRECORDS STRICTL,Y,B.USINESS SCEPTER$TEIN ' SOUNDCRAFr (SCF)' $ICKROOM RECORDS SECOND ~I.FE NET; SECOND SIGHT, , SWAMP DOGG ENTERTAINMENT Page 47 of 109 58 INNOVATIVE DIST NETWORK CITY HALL RECORDS 'EMPIRE MUSIC GROUP RED DISTRIBUTION, INC CITY ,HALL RECORDS BAYSIDE DISTRIBUTION CITY HALL RECORDS RED DISTRIBUTION, INC BMG DISTRIBUTION SUMTHING DIST. 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RECOR,DS:' RED DISTRIBUTION, INC RED DISTRIBUTION, INC BMG DISTRIBUTION ~~~I~~g'~~~~UTI()N ' RED DISTRIBUTION, INC CITY HALL RECORDS BAYSIDE DISTRIBUTION CllY HALL RECORDS ,BA,YSIP'E DISTRIBlfnON' CITY HALL RECORDS CITY HALL RECOFms' ROCK BonoM, iNC Professional Services Rev June 2, 20lO S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manl$ctur~r's S.upp1.i~{L Video/Audio CategolX Manufacturer Na~e Vendor Name Audio . SOG RECORDS· COLLEGIUM RECORDS Audio SOUND OIMENSION EMPIRE MuSIC GROUP Audio SUNDO\iVN(TKO MAGNUM) GRIFFIN MUSIC Audio SOUNDPOST RECORDS (SOP) CITY HALL RECORDS Audio SOUNDTRACK FACTORY. 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Professional Services Rev June 2, 2010 S:\ASD:r'URCf1\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CI I 137900B-Baker & Taylor AV & Processmg\Contract CI I 137900B-Baker & Taylor A V and Processing. doc ... :.:- - Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio SIMMER DOWN PRODUCTIONS BAYSIDE DISTRIBUTION Audio SMP ROCK BOTTOM, INC Audio SM RECORDS BAYSIDE DISTRIBUTION Audio SMALL STONE RECORDS SMALLSTONE RECORDS Audio SOURCE MUSIC (SMU) CITY HALL RECORDS Audio SNEAK RECORDS (SN~ CITY HALL RECORDS Audio SONGBIRD BAYSIDE DISTRIBUTION Audio SNEAK TIP CITY HALL RECORDS Audio SONY SPECIAL PRODUCTS ROCK BOTTOM, INC Audio SOUNDS OF IRELAND EMPIRE I0USIC GROUP Audio SOUL 2 REAL ENT. CITY HAll RECORDS Audio SOLO ART RECORDS CITY HALL RECORDS Audio SOLITUDES ROCK BOTTOM, INC Audio SOMERSET .ROCK BOTTOM, INC Audio SOAR ROCK BOTTOM, INC Audio SOSO MUSIC SUMTHING DIST. 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Audio AVATAR RECORDS EMI DISTRIBUTION Audio RUFF LIFE RECORDS WEA CORP Audio ALLEGRO DISTRIBUTED LABELS ALLEGRO CORPORATION Audio ACA DIGITAL ALBANY MUSIC Audio ACE FU MOROAM RECORDS ," Audio ARCHIVE RECORDiNGS WEA CORP Audio ARCANA" HARMONIA MUNDI, U,S.A. 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ANGEL RECORDS Audio ANTONES RECORDS Audio APPALOOSA Audio APO RECORDINGS Audio APR' Audio ALBANYrr-ROY RECORDS Audio ARABESQUE RECORDS Audio. ARBORS RECORDS/ARBORS JAZZ Audio ARCHDUKE A\Jdio ARION' .' A.udio ARENA ROCK RECORDS . Audio ARSIS Audio ARTS MUSIC Audio AS DISC AUdio ASIAN MAN' RECORDS Audio AS.pJC. CD'S Audio A!3PHODEL Audio ASTREE Audio ASTAALWERKS RECORDS Audio .ASTRALWERKS/EMI RECORDS Audio ATAVISTIC RECORDS Audio ALTERNATIVE TE;NTACLES Audio ATlANT!C/Q'RECORDS Audio ALL TOMORROW'S PARTlESfTOUCH A Audio ATAVISTIC VIDEO Audio AUDIOREC CLASSICS Audio AUDITE AU9io AUDIOMATIC Audio AUDIO PHON '. Audio AU-GO-GO RECORDS Page 55 of 109 66 Vendor Name WEACORP HARMONIA MUNDI, U.S.A. ALLEGRO CORPORATION MORDAM RECORDS ALBANY MUSIC MORDAM RECORDS ALLEGRO CORPORATION NEWSOUND ALLEGRO CORPORATION ALBANY MUSIC ALLEGRO CORPORATION ALLEGRO CORPORATION WEACORP HARMONIA MUNDI, U.S.A. WEA CORP WEACORP WEACORP ALBANY MUSIC ALLEGRO CORPORATIQN HARMONIA MUNDt, U.S.A. MORDAM RECORDS ALLEGRO CORPORATION ALLEGRO CORPORAllON WEACORP AllEGRO CORPORATION AllEGRO CORPORATION ALLEGRO CORPORATION ALLEGRO CORPORATION WEACORP ALBANY MUSIC EMI DISTRIBUTION WEACORP ALLEGRO CORPORATION HARMONIA MUNDI, U.SA ALBANY MUSIC ALBANY MUSIC ALLEGRO CORPORATION ALLEGRO CORPORATION HARMONIA MUNDI, U.S.A, ALLEGRO CORPORATION WEACORP ALBANY MUSIC ALLEGRO CORPORATION ALLEGRO CORPORATION MORDAM RECORDS HARMONIA MUNDI, U,S.A. WEACORP HARMONIA MUNDI, U.S.A. CAROLINE DISTRIBUTION EMf DISTRIBUJION WEACORP. MORDAM RECORDS WEACORP WEACORP WEACORP HARMONIA MUNDI, U.SA ALBANY MUSIC . WEACORP ALLEGRO CORPoRATION MORDAM RECORDS Professional Services Rev June 2, 2010 S:\ASD:rURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cl 1 137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor AV and Processing. doc Baktlr Taylor Manufacturer.'s Supplied Video/Audio Cate~ory Manufacturer Nar:ne Vendor Name Audio AUVIDIS . HARMONIA MUNDI, U.S.A. Audio AWARD RECORDS WEACORP Audio AXIOM/PALM PICTURES WEACORP Audio AZFOCUS ALLEGRO CORPORATION Audio BAINBRIDGE RECORDS ALLEGRO CORPORATION Audio BARSUK RECOR.DS/ADA WEACORP Audio BASTA ALLEGRO CORPORATION Audio BBC ALLEGRO CORPORATION Audio BIG BLUE DOG RECORDS ALLEGRO CORPORATION Audio BLUE BOY RECORDS CAROLINE DISTRIBlJTlON Audio BURN OUT/BARSUK RECORDS/ADA WEACORP Audio BLACKBERRY RECORDS CAROLINE DISTRIBlJTlON Audio BACCHUS·ARCI1IVES . . MORDAM RECORDS Audio BEL CANTO SOCIETY VIDEO ALLEGRO CORPORATION Audio . BEC RECORDINGS EMI DISTRIBUTION Audio BEGGARS BANQUET WEAGORP Audio BELLAPHONIDELOS ALLEGRO CORPORATION Audio BELLMARK RECORDS WEACQRP Audio BESCOL COLLECTIONS BESCOLLTD Audio ·BETHLEHEM RECORDS WEACORP Audio BEULAH ALBANY MUSIC Audio BEAUX ALLEGRO CORPORATION· Audio BEYOND RECORDS WEACORP Audio BEliEFNET BELIEFNET Audio BIG DEAL RECORDS WEACORP Audio BIG EAR MUSIC . WEACORP Audio BIG IDE:A.AUDIO EMI D1STRIBUiloN Audio BINGO RECORDS/SOUTHERN CAROLINE DISTRIBlJTlON Audio BIRTHRIGHT EMI DISTRlslJTlON Audio BLACK TOP RECORDS WEACORP Audio BLACK MAGIC ALLEGRO CORPORATION Audio BLACK SAINT RECORDS ALLEGRO CORPORATION Audio BLUE CHOPSTICKS RECORDS CAROLINE DISTRIBUTION Audio BALDflEAD RECORDINGS LIAISON RECORDS Audio BLACK FLAME RECORDS ALLEGRO CORPORATION Audio BLISS TAVERN MUSIC ALLEGRO .CORPORATION Audio BLOODSHOT RECORDS WEACORP Audio BLUEBELL RE,CORDS ALLEGRO CORPORATION Audio BLUE FLAME RECORDS ALLEGRO CORPORATION Audio BLUESTAR ALLEGRO CORPORATION Audio BANDLEAI;>ER ALLEGRO CORPORATION Audio BONG LOAD ALLEGRO CORPORATION Audio 8NL HARMONIA MUNDI, U.S.A. Audio BLUE NOTE EMI DISTRIBUTION Audio BOHEME ALBANY MUSIC . Audio BEST OF JAZZ ALLEGRO CORPORATION Audio BOMP RECORDS MORDAM RECORDS Audio BOMB HIP HOP CAROLINE DISTRIBUTION Audio BOMP RECORDS CAROLINE DISTRIBUTION Audio· BOSTON RECORDS WESTERN RECORD SALES Audio BLUE PLATE MUSIC WEACORP Audio BOSTON RECORDS ALB.ANY. MUSIC Audio BRIDGE RECORDS ALBAflIY MUSIC Audio BARAKA FOUNDATION CAROLINE DISTRIBUTION Audio BREAKBEAT SCIENCE RECORDINGS/A: WEA CORP Audio BROKEN REKIDS MORDAM RECORDS Audio BosioN SKYLINE RECORDS WESTERN RECORD SALES Audio BOSSA NOVA RECORDS CAROLlNE.DISTRIBUTION Audio BEATVllLE RECORDS ALLEGRO CORPORATION Audio BUBBLE CORE RECORDS CAROLINE DISTRIBUTION Page 56 of 109 67 I/~.':·\ . I Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc ~"'\ -'" ... :;;;.- Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Audio BI~/BEST IN BOSTON CAROLINE DISTRIBUTION Audio BUDA MUSIQUE ALLEGRO CORPORATION Audio BULB CAROLINE DISTRIBUTION Audio BURNING HEART ROTZ RECORD DISTRIBUTION Audio BURNSIDE WEACORP Audio CA 'D' ORO PRODUZIONI HARMONIA MUNDI, U.S.A. Audio CALL HARMONIA MUNDI, U.S.A. Audio CALTEX ALLEGRO CORPORATION Audio· CAMERA OBSCURA CAROLINE DISTRIBUTION . Audio . CAPITOL RECOR.DS EMI DISTRIBUTION Audio CAPITOUEMI LATIN EMI DISTRIBUTIQN Audio CAPSTONE ALBANY MUSIC Audio CEMAVIDEO EMI DISTRIBUTION, Audio CAROLINE/BLUE PLATE/FRONT LINE CAROLINE DISTRIBUTION Audio ' CARPORT WEACORP Audio CASAIBARSUK RECORDS/ADA WEACORP Audio CAS RECORDS WE,ACORP Audio CAMERATA ALBANY MUSIC Audio CAULFIE;LD CAROLINE DISTRIBUTION Audio CAVITY SEARCH WEACORP Audio CaD MUSIC .) LIAISON RECORDS AudiO CHANNEL CLASSICS HARMONIA MUNDI, U.S.A. , Audio CAROLINE DISTRIBUTION CAROLINE DISTRIBUTION' Audio COM/RUSSIAN SEASON HARMONIA MUNDI, U.S.A. Audio CELLULOID ALLEGRO CORPORATION Audio CAPlTOUEMI/SBKlCHRYSALIS EMI DISTR'IBUTION Audio CENTURY MEDIA CAROLINE DISTRIBUTION Audio CEXTON ALLEGRO CORPORATION Audio CLASSICS FOR PLEASURE ALLEGRO CORPORATION Audio CHACRA RECORDS ALLEGRO CORPORATION Audio CHALLENGE RECORDS ALLEGRO CORPORATION Audio CHAMELEON RECORDS WEACORP Audio 'CHHANDA OHARA HARMONIA MUNDI, U.S.A. Audio CHE RECORDS WEACORP Audio CHUNKSAAH RECORDS MORDAM RECORDS Audio CHORDANT MUSIC GROUP EMI DISTRIBUTION Audio CHANTICLEER IMPORTS ALLEGRO CORPORATION Audio CHORD WEACORP Audio CHANNEL PRODUCTIONS CHANNEL PRODUCTIONS Audio CHRISTOPHORUS ALLEGRO CORPORATION Audio CITY OF TRIBES ALLEGRO CORPORATION Audio CITADEL ALBANY MUSIC Audio CLAREMONT ALBANY MUSIC Audio COLD CRUSH W,EACORP Audio COLD FRONT ROTZ RECORD DISTRIBUTION Audio CLEAN CUTS MUSIC REDEYE; DISTRIBUTION Audio CLAQUE CLASSICS ALLEGRO CORPORATION Audio CLARITY SOUND & LIGHT ALLEGRO CORPORATION Audio CALAVERA ROTZ RECORD DISTRIBUTION Audio CAMBRIA ALBANY MUSIC Audio CONTINENTAL MUSIC DISTRIBUTION ALLEGRO CORPORATION Audio COMEDY CENTRAL RECORDS WEACORP Auqio COLD MEAT JI~DUSTRIES CAROLINE DI,STRIBUTION Audio COMMITTEE TO KEEP Music EVIL MORDAM RECORDS Audio COCORO RECORDS HARMONIA MUNDI, U.S.A. Audio COLLECTION EUROPA HARMONIA MUNDI, U.S.A. Audio COM. FOUR RECORDS ,CAROLINE DISTRIBUTION Audio COMMUNION RECORDS CAROLINE DISTRIBUTION Audio CONVERSION RECORDS ,ROTZ RECORD DISTRIBUTION Audio CINQ PLANETES ALLEGRO CORPORATION Page 57 of 109 68 Professional Services Rev June 2, 2010 S:\ASD:rURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cl I 137900B-Baker & Taylor AV & Processmg\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufa,ctur~r's, Suppl!~cl Video/Audio Category Manufacturer'Name Vendor Name Audio Audio Audio Audio Audio Audio Audi9 Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio I Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio , Audio Audio Audio Audio Audio 'Audio Audio Audio Audio Audio Audio CAMPlON CAPRICE CLASSICS/JAZZ CPZ COMPACT PISC CROWN cLAssIcs COLUMBIA RIVER ENTERTAINMENT G CRYSTAL RECORDS CRYPT RECORDS CELESTIAL COSMIC RECORDS CATAPULT RECORDS CENTREDISCS CITRUS RECORDS CUBOP RECORDS CURB RECORDS CASCAVELLE COOKING VINYUSPINART CWAL MOB RECORDINGS CYBELE CYMEKOB ENTERPRISES DALI DANACORDJDELMARR CDS DRIVE ARCHIVES DB RECORDS DCCRECORDS DDQ DEEP SOUTH RECORDS DEJADISC DELL'ARTECDS DIFFERENT DRUMMER DOG HOUS,E RECORDS DHARMA MOON DOREMIRECORDS DILL RECORDS DIMMAK DIMAR DIRT RECORDS, DISASTER RECORDS DISCIPLINE' DISQUES MONTAIGNE DAMAGED GOODS DMP COMPACT DISCS DIGITAL MUSIC PRO DMRECORD$ DANICA D'NOTE RECORDS DIONYSUS REGORDS DOUBLE DEUCE RECORDS DOCUMENT RECORDS DOLPHIN RECORDS DONEMUS DORIAN RECORDINGS DORCHESTER RECORDS DAPHNE DRAG CITY RECORDS DRAG CITY/CAROLINE DRUNKEN FisH DR. STRANGE RECORDS DIRTNAP, RECORDS DRUM RECORDS DRIVE ALBANY MUSIC ALLEGRO CORPORATION ALBANY MUSIC ' ALLEGRO CORPORATION ALLEGRO CORPORATION ,CRYSTAL RECORDS INC MORDAM RECORDS CAROLINE DISTRIBUTION CAROLINE DISTRIBUTION REDEYE DISTRIBUTION ALBANY MUSIC ROTZ RECORD DISTRIBUTION WEACORP WEACORP ALLEGRO CORPORATION WEACORP, ' LEGENDARY TRAXSTER, INC ALBANY MUSIC ALLEGRO CORPORATION WEACORP ALBANY MUSIC WEACORP .. REDEYE DISTRIBUTION WEACQRP ALLEGRO CORPORATION REDEYE DISTRIBUTION WEACORP , ALBANY MUSIC CAROLINE DISTRIBUTION CAROL1NE,DlSTRIBUTIO,N WEACORP ALLEGRO CORPORATION ROTZ RECORD DISTRIBUTION WEACORP ROTZ RECORD DISTRIBUTION CAROqNE DISTRIBUTION MORDAM RECORDS WEACORP HARMONIA MUNDI, U.SA CAROUNE DISTRIBUTION ALLEGRO CORPORATION ALLEGRO CORPORATION WEACORP ALBANY MUSIC ALLEGRO CORPORATION MORDAM RECORDS CAROLINE DISTRIBUTION ALLEGRO. CqRPORATION ALLEGRO CORPORATION ALBANY MUSIC ALLEGRO CORPORATION AllEGRO CORPORATION , ALBANY MUSIC ' Wr;A CQRP. CAROLINE DISTRIBUTION CAROLINE DISTRIBUTION MORDAM R,ECORDS MORDAM RECORDS WEACORP ALLEGRO ~ORPORATION Page 58 of 109 69 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor A V and Processing, doc Baker Taylor Manufacturers Supplied VideofAudio .Category Manufacturer Name Vendor Name "\ Audio DESERT RAIN ALLEGRO CORPORATION Audio DIRECT TO TAPE ALLEGRO CORPORATION Audio DUBHEADfSOUTHERN STUDIOS U.S. CAROLINE DISTRIBUTION Audio DUCALE ALLEGRO CORPORATION Audio DLio CLASSICS ALLEGRO CORPORATION Audio DUT HARMONIA MUNDI, U.SA Audio DIVINE ROTZ RECORD DISTRIBUTION Audio DAYSTAR PRODUCTION DAYSTAR PRODUC:TICiNS Audio DIE YOUNG STAY·PRETTY RECORDS WEACORP Audio EARACHE CAROLINE DISTRIBUTION Audio ECB RECORDS CAROLINE DISTRIBUTION Audio . EAST COAST EMPIRE RECORDS ROTZ RECORD DISTRIBUTION· Audio EDA ALBANY MUSIC Audio EDELWEISS RECORDS ALLEGRO CORPORA nON Audio EDITIONS MORALEDA ALBANY MUSIC Audio EFA RECORDSfCAROLINE CAROLINE DISTRIBUTION Audio EG RECORDS CAROLINE DISTRIBUTION Audio ELASTIC ROTZ RECORD DISTRIBUTION Audio ELETRECORD ALLEGRO CORPORA TION Audio ELEKTRAfASYLUM RECORDS WEACORP Audio ELSINOR RECORDS . WEACORP Audio EMIIMPORTS' ALLEGRO CORPORATION Audio EMI CLASSICS EMI DISTRIBUTION Audio. EMI LATIN EMI DISTRIBUTION Audio EMPEROR JONES WEACORP Audio EMPTY RECORDS MORDAM RECORDS Audio ENTREE RECORDS ALLEGRO CORPORATION Audio ENGINE RECORPS Ron RECORD DISTRIBUTION Audio ENIGMA RECORDS EMI DISTRIBUTION . Audio ENSAYO ALBANY MUSIC Audio ENTERPRISE FLOWERS· ALLEGRO CORPORATION Audio ENVIRON/ADA WEACORP Audio EPM COLLECTION . ALLEGRO CORPORATION Audio EPM MUSIQUE ALLEGRO CORPORATION Audio EMlfCAPITOL PROPERTIES EMI DISTRIBUTION Audio EQUILlB"RIUM ALBANY MUSIC' Audio ESSAY ALBANY MUSIC Audio ESTRUS RECORDS WEACORP Audio ETERNA IMPORTS ALLEGRO CORPORATION Audio ETHNIC"IMPORTS HARMONIA MUNDI, U.S.A. Audio .. ·EtJFODA ALBANY MUSIC Audio EVILTEEN RECORDS WE,ACORP' Audio EVEREST RECORDS ALLEGRO CORPORATION Audio EVERFINE REC'ORDS WEACORP Audio EYEBALL.' RECORDS' CAROLINE DISTRIBUTION Audio F111 RECORDS WEACORP Audio F.A:CE 2 FACE RECORDS FACE 2 FACE RECORDS Audio FAT WRECK RECORDS CAROLINE DISTRIBUTION Audio FACE DOWN RECORDS FACE DOWN RECORDS Audio FLEUR DE SON ALLEGRO CORPORATION' Audio FENWAY WEACORP AudiO FEHMATE ALBANY MUSIC Audio 4 FOOT 11 WEACORP Audio FIDELIS HARMONIA MUNDI, U.S.A. Audio· FIER " WEACORP Audio FILE 13 RECORDS MORDAMRECORDS -Audio FINLANDJA RECORDS WEACORP Audio FlASHBACKfRHINO WEACORP Audio FOLGER CONs6RT ALBANY MUSIC Audio FLlPSIDE RECORDS ROTZ RECORD OIST-RIBUTION Page 59 of 109 70 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHY\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Category Audio . Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio· Audio Audio. Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio AudiO Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio AudIo Audio Audio Audio Audio Audio AudIo Audio Audio Baker Taylor Manufactur~(s $~ppl.ied Video/Audi9 Manufacturer Name V~ndor Name FLYING NUN WEACORP FANTASY/MILESTONE/PRESTIGE WEACORP FMRECORDS· ALLEGRO CORPORATION FOUNDATION RECORDS WEACORP FONECbs. ALLEGRO CORPORATION FRAME ALBANY MUSIC FRONTIER RECORDS MORDAM RECORDS FIRST GEN.ERATION (BLUE PLATE M WEACORP FORTUNEA RECORDS CAROLINE DISTRIBUTION 1.ST STEP RECORDS RED EYE DISTRIBUTION FLAVOR UNIT RECORDS· EMI DISTRIBUTION FUELED BY RAMEN RECORDS CAROLINE DISTR!E3UnON FULL COURT PRESS RECORDS CAROLINE DISTRIBUTION FUNDAMENTAL CAROLINE DISTRIBUTION FURIOUS ARTISANS ALBANY MUSIC FUTURIST RECORDS WEACORP FYLKINGEN ALBANY MUSIC G2/ADA WEACORP GALL ALBANY MUSIC GARLAND RECORDS WEACORP GASPARO ALBANY MUSIC GATEWAY RECORDS ALLEGRO CORPORATION GROUND CONTROL CAROLINE DISTRIBUTION GET HIP RECORDS CAROLINE DISTRIBUTION GHB CAROLINE DISTRIBUTION GHOSTMEAT RECORDS REDEYE DISTRIBUTION GREATHALL PRODUCTIONS NEWSOUND GIFT HORSE RECORDS WEACORP. GIARECORDS ALLEGRO CORPORATION 1201 MUSIC ALLEGRO CORPORATION GLOBAL FUSION ALLEGRO CORPORATION GLOBESTAR/ADA WEACORP GLUE·FACTORY RECORDS WEACORP GM RECORDINGS ALLEGRO CORPORATION GMR RECORDS· • NEWSOUND ., GOD RECORDS ROTZ RECORD DISTRIBUTION GO JAZZ ALLEGRO CORPORATION GO KART RECORDS CAROLINE DISTRIBUTION GRAMAVISION WEACORP GREEN LINNET RE;CORDS WEACORP GRAMAPHONE.2000 ALLEGRO CORPORATION GERN BLANDSTEN MORDA[vl RECORDS GRf-ND ROYALE/ADA WEACORP GROOVILICIOUS . WEACORP GRAVITY RECORDS MORDAM RECORDS GREYBOY RECORDS WEACORP G.SL RECORDS MORDAM REGORDS GUITAR SOLO·PUBLICATIONS ALLEGRO CORPORATION GOTHAM RECORDS WE,ACORp· GOOD TIME JAZZ WEACORP GUILD ALBANY MUSIC GEORGE V RECORDS WEACORP HONEST ABE'S CUSTOM RECORDS ' CAROLINE DISTRIBUTION HANNIBAL RECORDS WEACORP HAPPYDAYS· . ALLEGRO CORPORATION HARMONIA MUNDI, U.S.A. . HARMONIA MUNDI, U.S.A, HASTEDT ALBANY MUSIC Audio ·HOTCLUB ALLEGRO CORPORATION' Audio· HEARTS OF DARKNESS WEACORP Audio HONEST DONS CAROLINE DISTRIBUTION Page 60 of 109 t.,).\t"\.0LJ.U"UI\..vl1\I.)VLl'--'JLt1.11Vl'h.,)\vU~1'l1 ilU IDI\.-\..."lVll'VLLlD.l'...0U'V1.1111 \\..,Ulluavt..::t\\ .. .dll.,J/::1VVil-llC1l\.Ca (X. lilYIUI A.v oc:.. Processmg\Contract Cll137900B-Baker & Taylor AV and Processing.doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer,Name Vendor Name Audio HUDSON VANDAM RECORPS CAROLINE DISTRIBUTION Audio HEAPIN' HELP IN' RECORDS RED EYE DISTRIBUTION Audio HEllos HARMONIA MUNDI, U.S.A. Audio HIGHER OCTAVE EMI DISTRIBUTION. Audio HIGHTONE RECORDS WEACORP Audio LINN RECORDS ALLEGRO CORPORATION Audio HARMONIA MUNDI USA HARMONIA MUNDI; U.S.A. Audio HUNKA WEACORP Audio HOPELESS RECORDS ROTZ RECORD DISTRIBUTION Audio HERALD ALBANY MUSIC Audio HISTRONICS .. CAROLINE DISTRIBUTION Audio HUT RECORDS CAROLINE DISTRIBUTION Audio HYBRID RECORDS WEACORP Audio HYPERION HARMONIA MUNDI, U.S.A. Audio HYPNOTIC CAROLINE DISTRII?UTION Audio HELL YEAH RECORDS MORDAM RECORDS Audio· ICELANDIC MUSIC ALBANY MUSIC Audio ICONE ALBANY MUSIC Audio ICONIC RECORDINGS WEACORP Audio I NSTITUT DU MOI'mE ARABE HARMONIA MUNDI. U.S.A. Audio INDIGO/HARMONIA MUNDI HARMONIA MUNDI. U.S.A. Audio ILL LABELS CAROLINE DISTRIBUTION Audio IMG/ALLEGRO ALLEGRO CORPORATION Audio IMMIGRANT MUSIC REDEYE DISTRIBUTION Audio IMPROVISING ARTS ALLEGRO CORPORATION Audio INEDIT HARMONIA MUNDI. U.SA Audio IN THE FISHTANK WEACORP Audio INITIAL RECORDS MORDAM RECORDS Audio INAK RECORDS ALLEGRO CORPORATION Audio INTERNATIONAL MUSIC ANES ALLEGRO CORPORATION Audio IMP CLASSICS· ALLEGRO CORPORATION Audio INNERHYTHMIC CAROLINE DISTRIBUTION Audio . INSTANT MAYHEM RECORDS CAROLINE DISTRIBUTION Audio INTIM ALBANY MUSIC Audio INTORRA CAROLINE DISTRIBUTION Audio INTUITION MUSIC ALLEGRO CORPORATION Audio INTERMEZZO MEDrA ALBANY MUSIC Audio INDIANA UNIVERSITY ALBANY MUSIC . Audio INVISIBLE RECORDS CAROLINE DISTRIBUTION Audio INVESTIGATORRECORDS CAROLINE DISTRIBUTION Audio INNER PEACE RECORDS ALLEGRO CORPORATION Audio IRON NEEDlE· ALLEGRO CORPORATION Audio INTE;RRA CAROLINE DISTRIBUTION Audio JADE TREE RECORDS MORDAM RECORDS Audio JAY RECORDS. ALLEGRO CORPORATION Audio JELLYBEAN RECORDS WEACORP Audio JDCRECORDS JDC RECORDS A~dio JAZZ FOCUS ALLEGRO CORPORATION Audio JOHANN'S FACE RECORDS MORDAM RECORDS Audio JIMCO ALLEGRO CORPORATION Audio JAll.INSPIRATION REGORDS ALLEGRO CORPORATION Audio JVC/SIRE . WEACORP Audio JOHN MARKS RECORDS· ALLEGRO CORPORATION Audio jERDEN RECORDS JERDEN RECORDS Audio JONATHAN SPROUT NEWSOUND· Audio JeT SET WEAcORP Audio K617 HARMONIA MUNDI. U.S.A. Audio KAT RECORDS. CAROLINE DISTRIBUTION Audio KING BISCUIT FLOWER HOUR EMI DISTRIBUTION Audio KEMADO WEACORP Page 61 of 109 7 2 Professional Services Rev June 2. 2010 S:\ASD:rURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CI I 137900B-Baker & Taylor AV & Processmg\Contract CII137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer.'s Supplied. VideofAudio Category Manufac;turer Name Vendor Name Audio KIDS RECORDS Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio KINETIC 'RECORPSfADA KLAVIER MUSIC PRODUCTIONS. KLANGKORPER KARMIS KING PIN KNITIING FACTORY RECORDS KONTRAPUNKTIMPORTS KILL ROCK STARSfTOUCH N GO KUNGFU LARRIKEN RECORDS LAVA RECORDS LABEL BLEU LlQUID/BTEfMUZE LOST CHART LlTILE DOG RECORDS LOR RECORDINGS LAUDIS RECORDS LE CHANT DU MONTE L'EMPREINTE DIGITALE LEGACY INTERNATIONAL LENI STERN RECORDINGS LOST & FOUND RECORDS LARGO, LEANING HOUSE JAZZ LIBERATION . LINK RECORDS LIQUID MEATS LUCKYHORSE INDUSTRIES THRIVEfLONDON.SIRE RECORDS LOAD RECORDS. LOFT RECORDINGS LOOKOUT/ALLEGRO LOMA RECORDS LOVELY MUSIC· LUAKABOP.GQM LUvN HAIGHT RECORDS LlGHTYEAR R~CORDS LYRIC PARTNERS L YRITA IMPORTS LIZARD DISC MAGNUM AMERICA MAGGIES MUSIC MAJORA MALANDRO MANDALA IMPORTS MANU CDS· MAD APPLE RECORDS INC MARQUIS RECORDS MARANTHA MARILYN RECORDS MATADOR RECORDS MATOUS STUDIO MULTICULTURAL MEDIA MEGADISC MEGAFORCE WORLDWIPE MELODIE MELODRAM MEMORIES '. MERGE RECORDS NEWSOUND WEACORP WESTERN RECORD SALES ALLEGRO CORPORATION CAROLINE DISTRIBUTION CAROLINE DISTRIBUTION ALLEGRO CORPORATION ALLEGRO CORPORATION WEACORP CAROLINE DISTRIBUTION ALLEGRO CORPORATION WEACORP ALLEGRO CORPORATION LIQUID AUDIOfBTEfMUZE ALLEGRO CORPORATION REDEYE DISTRIBUTION HARMONIA MUNDI, U.SA ALLEGRO CORPORATION HARMONIA MUNDI, U.S.A. HARMONIA MUNDI, U.S.A. BESCOLLTD WEACORP CAROLINE DISTRIBUTION ALLEGRO CORPORATION ALLEGRO CORPORATION CAROLINE DISTRIBUTION CAROLINE DISTRIBUTION ROTZ RECORD DISTRIBUTION WEACORP. WEACORP MORDAM RECORDS ALLEGRO CORPORATION ALLEGRO CORPORATION WEACORP , ALBANY MUSIC EMI DISTRIBUTioN WEACORp· WEACORP' NEWSOUNQ HARMONIA MUNDI, U,S.A. ALLEGR090RPORA TION ALLEGRO CORPORATION ALLEGRO CORPORATION CAROLINE DISTRIBUTION ALLEGRO CORPORATION HARMONIA MUNDI, U.S.A. ALLEGRO CORPORATION MAD APPLE RECORDS, INC . ALLEGRO CORPORATION WEACORP CAROLINE DISTRIBUTION WEACORP ALLEGRO CORPORATION ALLEGRO· CORPORATION ALBANY MUSIC WEACORP ALLEGRO CORPORATION ALBANY MUSIC ALBANY MUSIC WEACORP page 62 of 109 73 t '., Professional Services Rev June 2, 2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing. doc , Category Audio Audio Audio Audio Audio , Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio AudIo Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name MERIDAN ALLEGRO CORPORATION METROPOLIS RECORDS WEACORP METRONOME RECORDS ALLEGRO CORPORATION META RECORDS CAROLINE DISTRIBUTION MUSIC FROMSOTHEBYS ALLEGRO CORPORATION MAGNA CARTA WEACORP MINUS HABENS RECORDS CAROLINE DISTRIBUTION MAPLESHADE RECORDS ALLEGRO CORPORATION MILAN WEACORP MINTY FRESH WEACORP MIX CONNECTION MULTIMEDIA INC. WEACORP MK ALLEGRO COR,PORATION MESA MUSIC CONSORT ALLEGRO CORPORATION MMC ALBANY MUSIC MARYMICHE I MICHAELMISH ' NEWSOUND MASSMEN CAROLINE DISTRIBUTION MINERVA RECORDS ALLEGRO CORPORATION MONTILLA CLASSICS ALLEGRO CORPORATION MOC CAROLINE DISTRIBUTION MANNEQUIN ODD DANCE/STRICTL Y ~ WEACORP MONDO MUSICA ALBANY MUSIC MOTEnE ALBANY MUSIC MR. LADY RECORDS MORDAM RECORDS MARK RUBIN PRODUCTIONS NEWSOUND MARSTON HARMONIA MUNDI, U,S.A. MUSICIANS SHOWCASE ALBANY MUSIC MUSIKS MONUM ALLEGRO CORPORATION MASTERSOUND ,ALLEGRO, CORPORATION MTM RECORDS EMI DISTRIBUTION MATERIALI SONORI RECORDS ALLEGRO CORPORATION MUSIC AND ARTS ALBANY MUSIC MUSICALES ACTES SUD HARMONIA MUNDI, U.S.A. MUSA COLLECTION ALBANY MUSIC MULTISONIC ALBANY MUSIC MUNICH CD ALLEGRO CORPORATION MURDERECORDS PROPER SALES & DiSTRIBUTION MUSIQUE D'ABORD HARMONIA MUNDI, U.S.A. MUSIC MEMORIA ALLEGRO CORPORATION MUSICA SVECIAE -ALLEGRO CORPORATION MUTE RECORDS WEACORP MUTANT SOUND SYSTEM WEACORP' MODERN WORLD RECORDINGS CAROliNE DISTRIBUTION MO WAX/BEGGARS WEACORP MAYHEM RECORDS WEACORP NAGEL HEYER RECORDS ALLEGRO CORPORATION NARADA RECORDS EM! DISTRIBUTION NEW ARIEL ALBANY MUSIC NBC RECORDS WELK MUSIC GROUP NDECK ENTERTAINMENT REDEYE DISTRlBUTION NEIGHBORHOOD, JDC RECORDS NEMA-AMENRECORDS WEACORP NEUROT RECORDINGS CAROLINE DISTRIBUTION NERVOUS 'RECORDS WEACORP NETIWERK RECORDS EMI DISTRIBUTION' HARMONiA MUNDI; U.S.A. HARMONIA MUNDI, U.S.A. NEURODISC RECORDS/PRIORITY EMI DISTRIBUTION Audio 'NEUMA ALBANY. MUSIC Audio NEWEARi'H ALLEGRO CORPORATION Audio NEW HAVEN WEACORP , ' .' '. Audio NEW WORLD RECORDS NEW WORLD RECORDS ' Page 63 of 109 ' 74 Professional Services Rev June 2, 2010 S;\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor A V & Processing\Contract C11137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer,Name Vendor Name Audio N'FOCU5!=NTERtAINMENT EMI DISTRIBUTioN Audio NG RECORDS ROTZ RECORD DISTRIBUTION Audio NIM~US RECORDS ALLEGRO CORPORATION Audio NITRO R~CORDS CAROLINE DISTRIBUTION Audio NINJA TUNE CAROLINE DISTRIBUTION Audio NEW LINE RECORDS WEACORP Audio NMC ALLEGRO CORPORATION Audio NO MORE RECORDS CAROLINE DISTRIBUTION Audio NO.6 RECORDS CAROLINE DISTRIBUTION Audio NO IDEA I ROTZ RECORD DISTRIBUTION Audio NOISE RECORDS CAROLINE DISTRIBUTION Audio NO LIMIT RECORDS/PRIORITY EMI DISTRIBUTION Audio NO NAME RECORDS WEACORP Audio NONESUCH RECORDS WEACORP Audio NOSAG ALBANY MUSIC Audio NORTH/SOUTH ALBANY MUSIC Audio NOTEWORTHY ALLEGRO CORPORATION Audio NOVELLA HARMONIA MUNDI, U.S.A. Audio NOVA MUTE RECORDS WEACORP Audio NEW RED ARCHIVES MORDAM RECORDS AUQio NATURE'S RHYTHM ALLE:GRO CORPORATION Au&io NORMAL CAROLINE DISTRIBUTION Audio NOTHING CAROLINE DISTRIBUTION Audio NUBENEGRA ALLEGRO CORPORATION Audio NUCLEAR BLAST CAROLINE DISTRIBUTION Audio NU GRUV ALLIANCE CAROLINE DISTRIBl!TION Audio NUOVAERA ALLEGRO CORPORATION Audio NOW OR NEVER RECORDS WEACORP Audio NINE YARDS RECORDS' WEACORP, ' Audio ORIGINAL BL!JESCLASSICS WEACORP Audio OH BOY CLASSICS WEACORP Audio OCORA HARMONIA MUNDI, U.S.A. Audio OCEAN RECORDINGS ALLEGRO CORPORATION Audio OPENING DAY,' ALLEGRO CORPORATION Audio ONE,ELEVEN ' ALBANY MUSIC ' Audio OFF THE RECORD ROTZ RECORD DISTRIBUTION Audio OGLIO RECORD$ WEACORP Audio ORIGINAL JAZZ CLASSICS WEACORP Audio OLDII; BLUES ALLEGRO CORPORATION Audio OLYMPIA ALBANY MUSIC' ' Audio O.M. RECORDS ALBANY MUSIC;> Audio OMNI ENTERTAINMENT ALLEGRO CORPORATION Audio OMEGA RECORDS ALLEGRO CORPORATION· Audio ONr;-ELEVEN ALBANY MUSIC ' Audio ON THE ONE CAROLINE DISTRIBUTION Audio ON U SOUND CAROLINE DISTRIBUTION Audio O.O.DISCS ALBANY. MUSIC Audio OPERAD'ORO ALLEGRO CORPORATION· Audio OTHER PEOPLES MUSIC ROTZ RECORD QIl3TRIBUTION Audio OPUS ONE ALBANY MUSIC Audio OPUS 111 HARMONIA,MUNDI, U.S.A. Audio ORUSIMPORTS ALLEGRO CORPORATION Audio ORATA IMPORTS ALLEGRO CORPORATION Audio OREADE MUSIC ALLEGRO CORPORATION Audio ORANGE SKY RECORDS MORDAM RECORDS Audio ORPHEUS MUSIC/EMD EMI DISTRIBUTION Audio OTTAVO ALBANY MUSIC Audio OUTSIDER ROTZ RECORD DISTRIBUTION Audio OVERCOAT RECORDINGS WEACORP Audio OZONE MUSIC INC. CAROLINE DISTRIBUTION Page 64 of 109 75 , , \':.~~.';. Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract C 1113 7900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name . Audio PABLO RECORDS WEACORP Audio PANTON RECORDS ALLEGRO CORPORATION Audio PASSENGER RECORDS CAROLINE DISTRIBUTION Audio PACIFIC MOON RECORDS. ALLEGRO CORPORATION Audio PUB CITY ROYAL RECORDS ROTZ RECORD DISTRIBUTION Audio PEGASUS RECORDINGS ALLEGRO .CORPORATION Audio PGM ALLEGRO CORPORATION Audio PLATINUM HILL GOSPEL LIAISON RECORDS Audio PHONO SUECIA ALLEGRO CORPORATION Audio 'PHONOGRAPHE ALLEGRO CORPORATION Audio PHOENIX USA ALBANY MUSIC Audio PHREX REDEYE DISTRIBUTION Audio PLAY IT AGAIN SAM RECORDS CAROLINE DISTRIBUTION Audio PIERRE VERANY ALLEGRO CORPORATION Audio PUNK IN MY VITAMINS MORDAM RECORDS Audio PIERIAN ALBANY MUSIC AlJdio PROJEKT RECORDS WEACORP Audio PLAYASOUNDIMPORTS ALLEGRO CORPORATION Audio PALADIN RECORDS, WEACORP Audio PLANETE CAROLINE DISTRISUTION Audio POLSKIE NAGRANIA . ALLEGRO CORPORATION Audio PALM PICTURES WEACORP Audio PENDRAGONIMETROPOLIS WEACORP Audio POGUS ALBANY MUSIC Audio POINT ALBANY MUSIC Audio POLYVINYL RECORDS MORDAM RECORDS· Audio POPE MUSIC ALLEGRO CORPORATION Audio. POP ART JDCRECORDS Audio POSTHUMAN RECORDS/PRIORITY EMI DISTRIBUTION Audio . PRAGA IMPORTS HARMONIA MUNDI, U,S.A. Audio PARADIGM RECORDS WEACORP' Audio PREISER ALBANY MUSIC Audio PREMONITION RECORDS EMl DISTRIBUTION Audio PRIORY ALBANY MUSIC Audio PRIORITY RECO~DS EMI DISTRIBUTION Audio PARLOPHONE RECORDS CAROLINE DISTRIBUTION Audio PRANK RECORDS MORDAM RECORDS . Audio PROORGANO. ALBANY MUSIC Audio PROPULSION RECORDS CAROLINE DISTRIBUTION Aljdio POSITIVE MUSIC ALLEGRCl CORPORATIoN Audio PSYCHOTIC. JDCR6CORDS Audio PITCH A TENT RECORDS CAROLINE DISTRIBUTION AudiO' PUNAHELE RECORl)S. WEACORP Audio pUNK CORE RECORDS. MORDAM RECORDS Audio PUS .. ' WEACORP Audio PYRAMID CPS . ALBANY MUSIC Audio QI,JANGO MUSICiPALM PICTURES .WEACORP Audio' QUARTERSTICK WEACORP Audio QUARTET R~CORDS ALLEGRO CORPORATION Audio QUINTANA HARMONIA MUNDI, U.S.A. Audio RAP-A-LOT 2K EMI DISTRIBUTION Audio RAM RECORDS . ALLEGRO CORPORATION Audio RANWOOQ RECORDS WELK fv)U8IC GROUP; . Audio . RAPPALOT RECOR.DS EMIDISTRfSUTION . . Audio RASA/TOMMY BOY RECORDS WEACORP .' Audio RAW SHACK PRODUCTIONS CAROLINE DISTRIBUTION Audio . RAW VENT.URE . LIAISON RECORDS . Audio RED CLIFFE AL!3ANY MUSIC AudiO RCM ALLEGRO CORPORATION Audio RYKO DISTRIBUTION WEACORP Page 65 of 109 76 Professional Services Rev June 2,2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing,doc Baker Taylor Ma.nl,lfacturer.'s S.uppli!3d Video/Audio Categoty Manufiicturer Name Vendor Name, Audio ROC RECORDS ALLEGRO CORPORATION Audio ~~~ ~~L~ECORDS/EMI EMI DISTRIBUTION Audio EMI DISTRIBUTION Audio RED DECIBLE RECORDS CAROLINE DISTRIBUTION Audio REP EYE DISTRIBUTION RED EYE DISTRIBUTION Audio RED PAJAMAS RECORDS WEACORP Audio REFt;:RENCE RECORDINGS ALLEGRO CORPORATION Audio RELAXATION CO. WEACORP Audio RELAYED WEACORP Audio RELIEF ALBANY MUSIC . Audio REVELS RECORDS ALLEGRO CORPORATION Audio RELEASE RECORDS CAROLINE DISTRIBUTION Audio REM' ALLEGRO CORPORATION Audio RED NOTE RECORDS RED NOTE RECORDS Audio REDSTAR CAROLINE DISTRIBUTION Audio ' ROCKET GIRL RECORDS WEACORP Audio RHINfMESAlBLUEMOON RECORDS WEACO~P Audio RURAL RHYTHM RECORDS WEACORP Audio RHYSfPRIORllY EMI DISTRIBUTION Audio RISING STAR,RECORDS ALLEGRO CORPORATION Audio RIVER.SIDE WORLD RIVERSIDE BOOK AND BIBLE Audio RYKOLATINO WEACORP Audio REAL MUSIC WEA~ORP Audio RELAPSE RECORDS CAROLINE DISTRIBUTION Audio RHINOfLONDON-SIRE 'ESSENTIAL WEACORP Audio :~~~~~Jr~~i~6~~~ , WEACORP Audio ROTZ RECORD DISTRIBUTION Audio ROCKBOY RECQRPS/ADA WEACORP Audio ROMOPHONE HARMONIA MUNDI, U.SA t\ Audio RARE ONE RECORDS LIAISON RECORDS "-:..oJ.';; Audio RONDO GRAMMOFON ALBANY MUSIC \ Audio RONNIE SCOTTS HOUSE OF JAZZ ALLEGRO CORPORATION Audio ROPEADOPE WEACORP , Audio ROTZ RECORDINGS ROTZ RECORD ,DISTRIBUTION Audio RPORECORDS ALLEGRO CORPORATION Audio RIP OFF RECORDS MORDM! RECORDS Audio REDTOUGAN' ALLEGRO CORPORATION Audio RUFF TOWN RECORDS WEACORP , Audio Russ,ian ,Season HARMONIA MUNDI, U.S.A, Audio RUSSIAN COMPACT DISC ALBANy'MUSIC, , Audio RIVERBOAT (WORLD MUSIC NETWORK WEA CO~P Audio RAVEN ALBAt-lY MUSIC Audio RAWKUS RECORDSfPRIORllY EMf'DiSTRIBUTION Audio RXREMEDY WEACORP Audio RX WEACORP Audio RYKODISC WEACORP' Audio SAD ROBOT/ADA WEp')CORP Audio SADLECREEK RECORDS WEACORP Audio SAGA CLASSICS ALLEGRO CORPORATION Audio' SALABERT , HARMONIA MUNDI, U.S.A. Audio SANCTUARY RECORDS WEACORP' Audio SARGASSO ALBANY MUSIC Audio SPINART RECORDS WEACORP .' Audio SAVILLE RECORDS ALLEGRO CORPORATION Audio SUI?HARMONIC RECORDS CAROLINE DISTRIBUTION Audio SUBLIMINAL RECORDS WEACORP. " t·, Audio SUB"STANDAR.D . , MORDAM RECORDS -, ,.~::,,\. Audio SCAT RECORDS, , CAROLINE DISTRIBUTION. Audio SCOOCHP-OOCH RECORDS MORDAM RECORDS Audio SCOTDfSC' . A~LEGRb CORPORATION. page 66 of 109 7 7 Professional Services Rev June 2, 2010 S:\ASD:rURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CII 137900B-Baker & Taylor AV & Processmg\Contract CII 137900B-Baker & Taylor AV and Processing. doc Category Audio Audio Audio Audio Audio Audio Audio Audio Audio . Au·dio Audio Audio Audio Audio Audio Audio Audio Audio Au.dio Audio Audio Audio Audio Audio Audio Audio Audio Audio ./ Audio Audio Audio Audio Audio Au·dio Audia Audio Audio . Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio . Audio· Audio Audio Audio Audio Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name SCRATCHIE WEA CORP SCHIZOPHONIC RECORDS CAROLINE DISTRIBUTION SECOND NATURE MORDAM RECORDS SEED RECORDS WEA CORP SEETHRU CAROLINE DISTRIBUTION SELECT RECORDS WEA CORP SERAPHIMCLASSICSIEMI . EMI DISTRIBUTION SEVENTH WAVE RECORDS ALLEGRO CORPORATION SURFDOG WEA CORP STERLING GOLD RECORDS ALLEGRO CORPORATION SHOCK (,J.S. RECORDS CAROLINE DISTRIBUTION SHADOKS MUSIC CAROLINE DISTRIBLITION SHEFFIELD LABS ALLEGRO CORPORATION SHEERA RECORDS NEWSOUND SHAMROCK ALLEGRO CORPORATION SHANGRI-LAISOUTHERN CAROLINE DISTRIBUTION SHREDDER/MORDAM CAROLINE DISTRIBUTION SHUTEYE RECORDS REDEYE DISTRIBUTION SHIVER/SOUTHERN CAROLINE DISTRIBUTION SIDEONEDUMMY RECORDS WEA CORP SILVER WOLF ALLEGRO CORPORATION SILEX IMPORTS· HARMONIA MUNDI, U.S.A. SIN DROME RECORDS LIMITED WEA CORP . SIRE RECORDS WEA CORP SIRIUS POP/ADA WEA CORP SIX DEGREES WEA CORP SIXTHMAN WEA CORP SIX WEEKS MORDAM RECORDS SKIN GRAFT. WEA CORP SKARBO ALBANY MUSIC SKWZBXX REDEYE DISTRIBUTION SKYLARK RECORDS ALLEGRO CORPORATION SEELAND RECORDS MORDAM RECORDS SLABCO . WEA CORP SLIP N SLIDE RECORDS· WEft. CORp· SLAP-A~HAM· RECORDS CAROLINE DISTRIBUTION SILENT PLANET RECORDS REDEYE DISTRIBUTION SLOW RIVER RECORPS WEA CORP . SLOWDIME CAROLINE DISTRIBUTION STEPHEN MACDONALD PRODUCTIONS ALLEGRO CORPORATION SMORGASBORD RECORDS CAROLINE DISTRIBUTION SAMSUNG CLASSiCS ALLEGRO CORPORATION SONDOS/SUBLIMINAUAD.A WEA CORP SNE RECORDS ALLEGRO CORPORATION SINGULAR WEA CORP SOB RECORDS ROTZ RECORD DISTRIBU'nON SOLSTICE. ALBANY MUSIC SO OJ RECORDS WEA CORP SOUNDINGSOF THE PLANET ALLEGRO CORPORATION SOU.L NOTE RECORDS ALLEGRO CORPORATION SOULJA MUSIC ENTERTAINMENTIPRI EMI DISTRIBUTION SPO ENTERTAINMENT WEA CORP I'?pOILEO BRAT RECORDS WEA CORP SOUND POLLUTION MORDAM RECORDS SPRING HIL.L RECORDS WEA CORP SPIRIT OF ORR, RECORDS CARO~INE DISTRIBUTION SPART(CUS RECO.RDS· ALLEGRO CORPORATION· SQUINT . WEA CORP STRICTLY RHYTHM . WEA CORP SUNNYSIDE RECORDS WEA CORP Page 67 of 1 09 78 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cl I 137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc . . Baker Taylor Manufac!ur:er's"S~pp'Ii~, Video/Audio Category ,Manufacturer Name Vendor Name Audio SOUTHPORT RECORDS SOUTHPORT RECORDs Audio SOUNDSET, ALBANY MUSIC Audio STAR SIxTY NINE RECORDS WEA CORP Audio SOUNDSPELLS ALBANY MUSIC Audio STANDARD RECORDING COMPANY REDEYE DISTRIBUTION Audio STUBBORN CAROLINE DISTRIBUTION Audio ,SCRATCH CAROLINE DISTRIBUTION , Audio STRADIVAR!/ALLEGRO ALLEGRO CORPORATION Audio SUITE CDS ALLEGRO CORPORATION Audio STIFF DOG RECORDS ROTZ RECORD DISTRIBUTION Audio STIFF POLE CAROLINE DISTRIBUTION Audio STORYVILLE RECORDS ALLEGRO CORPORATION Audio STRI,GTLYCOUNTRY ALLEGRO 'CORPORATION Audio STRATA CAROLINE DISTRIBUTION Audio SIDEBURN WEA CORP Audio ' SUB CITY CAROLINE DISTRIBUTION , Audio SUBURBAN HOME CAROLINE DISTRIBUTION Audio SUBPOP RECORDS WEA CORP Audio SUCCESS JOe RECORDS Audio SUGAR'HILL RECORDS WELK MUSIC GROUP Audio SUGH JDe RECORDS Audio SUICIDE SQUEEZE MORDAM RECORDS Audio SUlFURIBEGGARS GROUP WEA CORP Audio SUMMIT RECORDS ALLEGRO CORPORATION Audio SWAMI MORDAM RECORDS Audio SINGLEWING RECORDS REDEYE DISTRIBUTION Audio SWEETFISH RECORDS ' WEA CORP' Audio SWITCH RECORDS' CAROLINE DISTRIBUTioN Audio SYBERSOUND WEA CORP Audio SYMPOSIUM ALBANY MUSIC Audio SYMPATHY FOR THE REGORD INDUST MORDAM RECORDS Audio SYSTEM RECORDINGS/611 RECORDS WEA CORP Audio TABU RECORDS/EM I CATALOG GROUP EMI DISTRIBUTION Audio TACTUS ALLEGRO CORPORATION Audio TACKLE BOX RECORDS CAROLINE DISTRIBUTION Audio ALLEGRO IMPORTS , ALLEGRO CORPORATION Audio TOMMY BOY, ENTERTAINMENT/ADA WEA CORP Audio TOMMY BOYl7fj ARK WEA CORP Audio TCB RECORDS AllEGRO CORPORATION Audio THE CD COLLE:CTION ALLEGRO. 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Audio THREE ONE G MORDAM RECORDS Audio THOROFON ALLEGRO CORPORATION Audio THIRD GEAR.RECORDS CAROLINE DISTRIBUTION Audio THIRSTY EAR/ALL SAINTS WEA CORP Audio 32 RECORDS WEA CORP Audio TIGERBEAT CARPLINE DISTRIBUTION ~~~:~ ~:~~~I~~~~DUCTIONS ~~i~~~ MU'SIC,INC, Audio TITANIC RECORDS ALBANY MUSIC ' Audio' THRILLJOCKEY, WEA CORP Audio tK RECdRDs " CAROLINE DISTRIBUTION , Audio TKC COLLECTORS EDITION ALLEGRO CORPORATION Audio TKO RECORDS MORDAM RECORDS Audio TIME LIFt: MUSIC WEA CORP Page 68 of 109 I :;J Rev June 2, 2010 S:\ASDIPURCffiSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing, doc Baker Taylor Manufacturer's Supplied Video/AUdio Category Manufacturer Name Vendor Name Audio WHOS WHO INJAXX ALLEGRO CORPORATION Audio WICKED WORLD CAROLINE DISTRIBUTION Audio WILDBOAR ALBANY f\liUSIC Audio WILDCHILD ALLEGRO CORPORATION Audio WILD WEST CAROLINE DISTRIBUTION Audio WIN MEDIA EMI DISTRIBUTION Audio WELK MUSIC GROUP WELK MUSIC GROUP Audio WORLD MUSIC NETWORK WEA CO.RP Audio· WOLF ALLEGRO CORPORATION Audio WORLD DOMINATION RECORDS WEA CORP Audio WORD SOUND CAROLINE DISTRIBUTION . 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Audio' ALIVE AND'FR'EE, ' ACTION Music Audio ALERT RECORDS' ACTION MUSIC AudiO ALMO SOUNDS' , ' UNIVERSAL MUSIC & VIDEO DISTR Audio ALPHA 7 MINISTRIES' ACTION,MUSIC Audio' A & M'RECORDS'" UNIVERSAL MUSIC & VIDEO DISTR ' Audio ' AMHEURST REC6RDS ACTION MUSIC ' ' Page 71, of109 82 Professional Services Rev June 2,2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processmg\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor ManLJfact\lr~r.'~SLJPpl!eg Video/Audio Category Manufacturer Name Vendor Name Audio A&MfiLS UNIVER$A,,-fl/IUSIC & VIDEO DrSTR , Audio AM RECORDINGS MDI DISTRIBUTION Audio ANALEKTA NAXOS OF ,AMERICA Audio ANqDYNE MUSIC ACTION MUSIC Audio ANTI~U;:SIll:S UNIVER~AL MUSIC & VIDEO DISTR Audio ATI,ANTA INTERNATIONA~ ACTIO,,! MUSIC Audio AVI UNIVERSAL MUSiC & VIDEO DISTR Audio AXlqN,1IJLS UNIVERSAL MUSIC & VIDEO DISTR Audio BA\3Y GEN,IUS ACTION MUSIC Audio BLACK ARK ENTERTAINMENT SOUTHERN MUSIC DI8T. 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SIGTEX ACTI.oNMUSIC Audio BAYTOWN RECORDS MOl DISTRIBUTION Audio SIGTEX ACTION MUSIC Audio BLISS WAvE 8,ECQRDS ACTION MUSIC Audio 4TH AND BROADWAY UNIVERSAL MUSIC & VIDEO DISTR Audio BX ACTION MUSIC . Audio CA,MDEN ACTION MUS1C Audio CAPRICCIO DELTA ENTERTAINMENT CORP Audio CANTC~O RECORDS, ACTION MUSIC Audio CBC RECORDS . N,.y<OS Of AMERICA Audio CASTLECorviMUNICATIONS ACTION MUSIC Audio CRYSTAL CLEAR RECORDS SOUTHE~N MUSIC 018T., Audio CENTER FOR CQNTEMPORARY ACTION MUSIC Audio CHILDREN'S GROUP NAxOS OF" AMERIcA Audio CHASE MUSIC GROUP ACTION MU61C ' Audio CHESS RECQRDS UNIVERSAL·MUS1C & VID~O DISTR Audio CHILIDOG RECORDS ACTION MUSIC' Audio CIGAR CITY ENTERTAINMENT ACTION MUSIC Audio CLICK RECORDS ACTION MUSIC Audio COUNTY RECORDS ACTION MUSIC Audio CONVERSATioNS. COM ACTION MUSIC . Audio COHIBA UNIVERSAL MUSIC & VIDEO DISTR Audio COVENTRY MUSIC .. ACTION MLJSI'C Audio COOL PEOPLE MUSIC SOUTI:IERN MUSIC DI8T. 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Audio DELTA MUSIC DELTA ENTERTAINMENT CORP Audio DEUCE DEUCE ACTION MUSIC Aud'io DETROIT UNDERGROUND INC ACTION MUSIC Audio [)El ONLY 1 RECORDS SOUTHERN MUSIC D1ST. . Audio DARK FUTURE MUSiC MOl DISTRIBUTION Audio DGC/GEFFEN/REUNION UNIVERSAL MUSIC & VIDEO DISTR Audio DIAMOND CUT'ENTERTAINMENT SOUTHERN MUSIC D1ST. Audio DISNEY AUDIO UNIVERSAL MUSIC & VIDEO DISTR Au'dio DJMRECORDS ACTION MUSIC Audia DARRYL KENNEDY MUSIC ACTION MUSIC Audio DYNAMIC ELITE REeO'RD8 ACTION MUSIC Audio DISCOS RANCH ITO ACTION MUSIC Audio D.RE.W. BMK SOUTHERN MUSIC DI8T. Audio DREAMWORKS RECORDS UNIVERSAL MUSIC & VIDEO DISTR Audio DOWN SOUTH AFFLIATED SOUTHERN MUSIC DIST .. Audio DISKY ACTION MUSIC Audio DIRECT SOURCE MUSIC DIRECT SOURCE Audio DAVIDSYME ACTION MUSIC Audio ECM UNIVERSAL MUSIC & VIDEO DISTR Audio EJB BLUE SKYE MUSIC ACTION MUSIC Audio EL KING RECORDS SOUTHERN MUSIC DIST. Audio EM'IGOLD ACTION MUSIC Audio E PLURIBUS UNUM UNIVERSAL MUSIC & VIDEO DISTR . 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ACTION MUSIC Audio INSIDUOUS ACT10N MUSIC' Audio INTEGRITY MUSIC. ACTION MUSIC Audio INZANE RECORD'S MOl DISTRIBUTION Audio ISLAND RED LABEL UNIVERSAL MUSIC & VIDEO OISTR Audio IRS/ATM RECORD$ UNIVERSALMUSIC & VIDEO DISTR Audio ISABOMBI SOUTHERN MUSIC DIST. Audio INTERNATIONAL SOUND ACTIOI':J MUSIC Audio INTERSCOPE RECORDS UNIVERSAL MUSIC & VIDEO I?ISTR Audio JAMBOREE ACTION MUSIC Audio JARA RECORDS ACTION MUSIC Audio JACK CHESTERFIELD ACTION MUSIC Audio JUKEBOX JAZZ . ACTION MUSIC Audio JAMIE-GUYDEN ACTION MUSIC Audio JMJ/ILS UNIVERSAL MUSIC & VIDEO DlSTR Audio J&M RECORDS GROUP INC, ACTION MUSIC Audio JMT UNIVERSAL MUSIC & VIDEO DISTR Audio JOE & JOEY RECORDS-PSYCHOPATH I ACTION·MUSIC Audio KAM[KAZE RECORDS MD[ DISTRIBUTION ·Audio KARUSSELL ACTION MUSIC Audio KHAOT[C GENERATION RECORDS SO\.JTHERN MUSIC D[ST. Audio KITCHEN WHORE MD[ DISTRIBUT[ON Audio KUL T RE;COROS MOl DISTRIBUTION . 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ACTION MUSIC OUTPOST RECORDS UNIVERSAL MUSiC & VIDEO D1STR PARACLETE PUBLISHING PARACLETE PRESS PAULA ACTION MUSIC POOR BOY RECORDS ACTION MUSIC PACIFiC FORCE RECORDS ACTION MUSIC· PETCAP MUSIC ACTiON MUSIC PROJECT FABULOUS ENTERTAINMENT SOUTHERN MUSIC DIST. PUT GOD FIRST RECDRDS ACTiON MtJSIC . PHAT SOUNDS RECORDS ACTION MUSIC PIADRUM RECORDS ACTION MUSIC POLKA CITY ACTION MUSIC PREMIUM MUSIC COLLECTION/ST. C ACTION MUSIC PHO-NET-IC RECORDS ACTION MUSIC POINT OF GRACE MOl DISTRIBUTION POLYGRAM CLASSICS UNIVERSAL MUSIC & VIDEO DISTR POLYIILS UNIVERSAL MUSIC & VIDEO DISTR POLYGRAM LATINO UNIVERSAL'MUSIC & VIDEO DISTR POLYGRAM UNIVERSAL MUSIC & VIDEO DISTR POWERPAK ACTION. MUSIC PERFECT BEAT RECORDS SOUTHERN MUSIC DiST. PRIVATE 1 RECORDS UNIVERSAL MUSIC & VIDEO O'ISTR PROGRESSIVE RECORDS' ACTION 'MUSIC PERSPECTIVE RECORDS UNIVERSAL MUSIC & VIDEO DISTR PSALM 150MUSIC ACTION MUSIC· PSI RE:CORDS UNlvERSALrVlUSIC &VIDEO DISTR POWER TYME RECORDS ACTION MUSIC' . PURE RECORDS UNIVERSAL MUSIC & VIDEO DISTR . PURITY RECORDS ACTION MUSIC QUANGO RECORDS UNIVERSAL MUSIC & VIDEO DiSTR R&D PRODUCTIONS ACTiON MUSIC RAY BOLTz MUSIC ACTION. Music ROCKETOWN ACTION MUSIC . RECOMMEND!;D RECORDS . ACTION Music RED BIRD ACTION MUSIC RED DOG . ACTION MUSIC RADIO SPIRITS . ACTION MUSIC REBEL RECORDS ACTION MUSIC REQUISITE ACTI.ON MUSIC REVERE RECORDS . ACTION MUSIC REWIND RECORDS' ACTION' MUSIC .. RHOMBUS RECORDS ACTION MUSIC RISING TIDE UNIVERSAL MUSIC & VIDEO DISTR ROCKNBASS ACTION, MUSIC RMM RECORDS 'UNIVERSAL MUSIC & VIDEO DISTR RM RECORDS SOUTHERN .MUSIC DI8T. ROC DIAMOND RECORDS SOUTHERN MUSIC DIST. ROSS RECORDS ACTiON MI.)SIC ROUNDER/POLYGRAM UNIVERSAL.M.USIC & VIDEO DISTR RED ROOM RECORDS ACTION MUSIC ROUND RIVER ACTION MUSIC,' .READY SET GO READY SET ,GOI . . RAVI SHANKAR MUSIC CIRCLE DELOS INT€RNATIONAL, INC. RETRO MUSIC ACTION MUSIC ROOTS & CUL TUREACTION MUSIC . REVOLUTION RECORDS ACTION MUSIC' " Page 76 of 109 87 ( Protessional Services Rev June 2, 2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing.doc Category Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Aud·io Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name REV UP RECORDS REV UP RECORDS RELIX ACTION MUSIC RZlFLATTOWN ACTION MUSIC SAWDUST ALLEY RECORDS ACTION MUSIC SAY MUSIC MDI DISTRIBUTION SEA BREEZE ACTION MUSIC SCIENTIFIC RECORDS ACTION MUSIC SEATHRU RECORDS ACTION MUSIC SEPTEMBER RECORDS ACTION MUSIC SEQUEL RECORDS ACTION MUSIC STAR FACTREE ENT ACTION MUSIC SUGAR BEATS UNIVERSAL MUSIC & VIDEO DISTR SHADOW RECORDS· SOl:JTHERN MUSIC DIST. SHU·BU RECORDS ACTION MUSIC . SUCCESS IN CHRIST RECORDS ACTION MUSIC SOULESTIAL ELEMENTS STEED MEDIA ~P1RIT·LED RECORDS ACTION MUSIC SOULO ACTION MUSIC· SM5000 SERIES/CBC RECORDS NAXOS OF AMERICA SOUND MINDZ RECORDS ACTION MUSIC SOUND TOWN RECORDS SOUTHERN MUSIC OIST. SPARROW RECORDS. ACTION MUSIC . . SPICE OF THE WORLD ACTION MUSIC SHARLARECORDSITARAGON RECORD~ACTION MUSIC SOUTHERN CLASSICS . ACTION MUSIC ST. CLAIR . ACTION MUSIC STARDUST ACTION MUSIC STORYfOONS ENTERTAINMENT STORYfOONS ENTERTAINMENT SUPREME . UNIVERSAL MUSIC & VIDEO DISTR SUSIE Q RECORDS ACTION MUSIC SWALLOWTAIL ACTION MUSIC SWAMP CRITTERS . ACTION MUSIC TAANG. RECORDS· ACTION MUSIC TWO DOGS RECORDS ACTION MUSIC TGD/Eel RsCORDS ACTION MUSIC· THUMP RECORDS UNIVERSAL MUSIC & VIDEO DISTR RODVEN RECORDS UNIVERSAL MUSIC & VIDEO DISTR TIMELIFE MUSIC DELTA ENTERTAINMENT CORP TRACKMODE . MOl DISTRIBUTION . 1'1 AMO RECORDS. MOl DISTRIBUTlo"N TONY MERCEDES RECORDS ACTION MUSIC TORII RECORDS ACTION MUSIC TOTAL RECORDINGS· ACTION MUSIC "Audio Audio Audio Audio AUd.io Audio Au·dio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Audio Au<;!io . TP RECORD$ SOUTHERN MUSIC DIST. TRIBUTE RECORDS ACTION ·MUSIC TRAMP'D OUT RECORDS ACTION MUSIC TRUCK STOP ACTION MUSIC TRIPLE STAR RECORDS ACTION MUSIC TOP TUNES KARAOKE . ACTION MUSIC miSTED ENTERTAINMENT ACTI6N MUSIC TWELFTH. HOUSE.. MOl OfSTRIBUTION . TWIN SISTERS PRODUCTIONS TWIN SISTERS PRODUCTIONS, INC UNIVERSAL MUSIC GROU·P UNIVERSAL Music .& VIDEO OISTR UNITED MULTI MEDIA SALES INC. UNITED MULTI MEDIA SALES, INC UNI RECORDS UNIVERSAL MUSIC & VIDEO DISTR UNIVERSAL LATINO UNIVERSAL ·MUSIC & VIDEO DISTR UNIVERSAL t{ECORDS UNIVERSAL MUSIC & VIDEO DISTf~ URG·ENT RECORDS . 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AudIo WEIGHTLESS RECORDS ACTION MUSIC Audio YOUR MOVE MUSIC ACTION MUSIC Audio YOUNG LIFE RECORDS SOUTHERN MUSIC DIST. ) Audio YUNG ACTION MUSIC Audio ZERO HOUR RECORDS UNIVERSAL MUSIC & VIDEO DISTR Audio OVERDOSE ENtERTAINMENT ACTION MUSIC Audio PROPHETIC VOICE RECORDS . MADACYENTERTAINMENT GROUP IN Audio AIXRECORDS IMAGE. ENTERTAINMENT Audio ARC MUSIC MUSICRAMA, INC Audio CLUC MADACY ENTERTAINMENT GROUP IN Audio HI-RES MUSIC IMAGE ENTERTAINMENT Audio IMAGE ENTERTAINMENT IMAGE ENTERTAINMENT Audio MADAcy 2 LABEL GROUP MADACY ENTERTAINMENT GROl,JP IN Audio MADACY MADACY.ENTERTAINMENTGROUP IN Audio MSI·MUSIC MSI MU§;IC'CORP Audio MUSICRAMA MUSICRAMA, INC Audio ORCHARD.COM THE ORCHARD ~, '''.'. Audio PHANTOM SOUND & VISION PHANTOM SOUND & VISION Audio PROPERBOX (AMAZIN'G PROPER) WAVE IMPORTS Audio RESINMUSfC MUSIC VIDEO ~ISTRIBUTORS Audio SH-K-BOOM RECORDS IMAGE ENTERTAINMENT "Audio SPECTACULAR SOUND EFFECTS MADACY ENTERTAINMENT GROUP IN '. Audio TRANS CONTINENTAL RECORDS MADACY ENTERTAINMENT GROUP IN Audio' WAVE IMPORTS, WAVE IMPORTS Audio WONDER KIDS (MADACY) MADACY ENTERTAINMENT GROUP IN Audio BIG CITY SWING. INC . BIG CITY SWING Audio GOODTIMES ENTERTAINMENT GOOD TIMES !-lOME VIDEO Audio MPI HOME VIDEO . MPI· ME;D.JA. GROUP Audio RELRECORDS REL RECORDS INC Audio FOXHOME ENTERTAINMENT FOX HOME ENTERTAINMENT Audio YORK HOMEVIQEO YORK'ENTERTAINMENT' .- Audio KLEOS/HELICON RECORDS VIDEO ARTISTS [NTL Audio AD. VISION AD. VISION Audio A-TRAX (ANIME SOUNDTRACKS) AD. VISION Audio BRIDGESTONE GROUP INC ALPHA OMEGA PUBLICATION'S Audio CLARITY SOUND & LIGHT CRYSTAL CLAIRTY .' Audio FILMS FOR HUMANIl'IES FILMS FOR THE HUMANITIES Audio . FILMWORKS/HANNOVER HOUSE FILMWOR,KS/HANNOVER HOUSE Audio GRAZIOSO RECORDS VIDEO ARTISTS INTL Audio PIONEER LDCA INC. 'PION~ERENTERTAINMENT (USA) Audio LET'S DOlT PRODUCTIONS CHRISTY. LANE. ENTERPRISES Audio NEW LIFE OPTIONS NEW LIFE OPTIQNS AUdio' PIONEER.I.JVING CORP PIONEER LIVING CORP Audio PENTON bVERSEAS. INC. PENTON OVERSEAS; INC. Audio PASSPORT INTERNATIONAL PASSP0RT 'INTE'RNATIONAL Audio RIGHT STUFF AD. VISION Audio . TOKYOPOP VIDl;O MIXX ENTERTAINMENT,' INC Page 78 o~ 109 8 9 Professional Services Rev June 2,2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract CI1137900B-Baker & Taylor AV and Processing. doc ' Baker Taylor Manufacturer's Supplied Video/Audio Catego!X Manufacturer Name Vendor Name Audio TAPEWORM VIDEO TAPEWORM Audio Video Arts International VIDEO ARTISTS INTl. Audio SONY BlANK TAPES SONY ELECTRONICS, INC Audio BRICKMAN MARKETING BRICKMAN MARKETING Audio BARRONS EDUCATIONAl. VJDEO/AUDi BARRON'S EDUCATIONAL SERIES I. Audio BULLDOG INCREASE ViDEO Audio DVD INTERNATIONAL DVD INTERNATIONAL Audio EARTH FLIGHT PRODUCTIONS FAsT FORWARD MARKETING Audio GODDESS LIFE VENTURA DISTRIBUTION, INC. Audio GOLD lABEL INCREASE VIDEO Audio GO INCREASE VIDEO Audio HATAKLIT RECORDS SISU HOME ENTERTAINMENT Audio MABATLTD. SISU HOME ENTERTAINMI;NT Audio HELICON RECORDS SISU HOME ENTERTAINMENT Audio iDEAL ENTERPRISES UNICORN VIDEO Audio INCREASE RECORDS INCREASE VIDEO Audio INFANT LEARNING CO. INFANT LEARNING CO .. Audio MAVEN ENTERTAINMENT MAVEN ENTERTAINMENT, INC Audio NADA PRODUCTIONS SISU HOME ENTERTAINMENT Audio N.M.C. MUSIC LTD. SISU HOME ENTERTAINMENT Audio NEW RIVER MEDIA NEW RIVER MEDIA Audio PARAMOUNT HOME VIDEO PARAMOUNT HOME VIDEO . Audio PHONOKOL LTD. SISU HOME ENTERTAINMENT Audio PRODUCTION ASSOCIATES BRICKMAN MARKETING Audio QUICKSILVER RECORDS INCREASE VIDEO Audio ROGUE RECORDS. INCREASE VIDEO Audio SINGING BABIES SINGING BABIES CO Audio SISU HOME ENT. SISU HOME ENTERTAINMENT Audio SRI RECORDS INC. SRI RECORDS Audio SOUNDS TRUE SOUNDS TRUE Audio UNITED AMERICAN VIDEO UAVCORP Audio \/.iSART L TO.-POP & BOOKASSETTES SISU HOME ENTERTAINMENT Audio VIZLLC VENTURA DISTRiBUTION, INC. Audio BRENTWOOD HOME VIDEO BCI ECLIPSE LLC Aodio BAKER&TAYLOR . BAKER & TAYLOR ENTERTAINMENT Audio GOLD MOON PRODUCTIONS GOLD MOON PRODUCnONS,LLC Audio MOOSE SCHOOL RECORDS MOOSE SCHOOL HOME VIDEO Other HOU.YWOOD . SELECT-O·HITS, INC. Other STRICTLY· HYPE RECORDiNGS NAVARRE CORPORATION Other LIMELIGHT RECORDS BIG DADDY DISTRIBUTION Other AMERICAN GRAMMOPHONE RECORDS NAVARRE CORPORATION Other AVENUE, RECORDS SELECT-O-HITS, INC. other BASIXMUSIC SELECT-O-HITS, INC. Other BIG BEAT RECORDS NAVARRE CORPORATION Other ' BLIND PIG RECORDS SELECT·O-HITS, INC. Other BLACK MARKET RECORDS SELECT-O-HITS, INC. Other BROTHER RECORDS NAVARRE .CORPORATION Other BUTTERFLY RECORDS NAVARRE CORPORATION Other CABANA BOY RECORDS NAVARRE CORPORATION Other CANTERBURY RECORDS SELECT-O-HITS, INC. Other CANYON RECORDS NAVARRE CORP0Rf.\TION· Other SONY DISCOS SONY MUSIC ENTERTAINMENT INC. Other CABIN FEVER MUSIC NAVARRE CORPORATION Oth,er CHAR LIN/FRANCE CD'S QUALITON IMPORTS LTD. Other CMH RECqRDS NAVARRE .CORPORATION Other CM·CUSTOM MARKETING LABEL GROU SELECT-O-HITS, INC. Other SONY MUSIC DIST. SONY MUSIC (VIDEO) . Ot~er COLLECTABLES RECORDS GOTHAM DISTRIBUTION CORP Other CBStEPICIWTt;3 RECORDS SONY MUSIC ENTERTAINMENT INC. Other CREATIVE MUSIC NAVARRE CORPORATION Page 79 of 109 90 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER·CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor AV and Processing. doc Category Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name TRIPLE X RECORDS NAVARRE CORPORATION TWO SWEET RECORDS SELECT·O-HITS, INC. TURN UP THE MUSIC TURN UP THE MUSIC UNITED ARTISTS BIG DADDY DISTRIBUTION UNDER COVERS BIG DADDY DISTRIBUTION UNDER THE SELECT·O-HITS, INC. 'itp RECORDS BIG DADDY DISTRIBUTION VISION"BETTYWRIGHT . SELECT-O-HITS, INC. WAX TRAX RECORDS TEE VEE roONS,INC WHITEHOUSE RECORDS BIG DADDY DISTRIBUTION WASHINGTON HIT MAKERS NAVARRE CORPORATION WINGSPAN SELECT-O-HITS, INC. WRECKSHOP SELECT·O-HITS, INC. WORLD WRESTLING FEDERATION SONY MUSIC (VIDEO) S-CURVE RECORDS/ARTEMIS RECORD RED DISTRIBUTION, INC WARLOCK DISTRIBUTED LABELS RED DISTRIBUTION, INC KAISONIC I;:XPERIENCE DISTRIBUTE SUMTHING DIST. 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BMG DISTRIBUTION CAEDMON AUDIO BOOKS HARPER COLLINS PUBLISHERS CMC RECORDSIBMG BMG DISTRIBUTION ' COAST il COAST . BAYSIDE DISTRIBUTION Other Other Other Other Other Other Other Otlier Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other other Oth~r Other other Other Oiher Other Other Other Other Other Other Other Other . 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VISION MEDIA BLASTERS, INC EAST TEXAS DISTRIBUTING ARTISAN (FOX VIDEO) EAST TEXAS DISTRIBUTING EAST TEXAS DISTRIBUTING Page 86 of 109 97 ,- ( Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing,doc Baker Taylor Manufacturer's Supplied Video/Audio . Category Manufacturer Name Vendor Name Other Other Other Other Other Other Other Other Other' Other Other Other Other ()ther Other Other Other Other Other Other Other Other ()ther Other Other Other Other Other Other Other ()ther Other" Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other Other . Other Other Other Other Other Other Other Other Other Other. BARR MEDIA GROUP CABIN FEVER AKA HALLMARK CENTRAL PARK MEDIA DIANETICS VIDEO FAMILY HOME/DISCOVERY VIDEO HALLMARK HQME ENTERTAINMENT CHILDRENS HOME LIBRARY . 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VIDEO STORE SERVICES SPECIAL Tv VIDEO COMPANY ARTISAN (FOX VIDEO) CENTRAL PARK MEDIA CO. BRIDGE PUBLICATIONS ARTISAN (FOX VIDEO) ARTISAN (FOX VIDEO) ARTISAN (FOX VIDEO) EAST TEXAS DISTRIBUTING ARTISAN (FOX VIDEO) J2 COMMUNICATIONS PIONEER ENTERTAINMENT (USA) ARTISAN (FOX VIDEO) MONARCH HOME VIDEO TAPEWORM MEDIA VEN.TURES VIDEO INC. NEW CONCORDE HOME ENTERTAINII ARTISAN (FOX VIDEO) PIONEER ENTERTAINMENT (USA) PENTON OVERSEAS, INC. SUNSET HILI-VIDEO EAST TEXAS DISTRIBUTING SPARTAN HOME; ENTERTAINMENT SPEGTRUM ENT PRODUCTS, INC EAST TEXAS DISTRIBUTING VIDEO ARTISTS INTL VIDEO AIDED INSTRUCTION, INC ARTISAN (FOX VIDEO) . PIONEER ENTERTAINMENT (USA) EAST TExAS DISTRIBUTING ARTISAN (FOX VIDEO) VCX, LTD . ACCOUTREMENTS,INC D&H DISTRIBUTING CO, INC ALLSOP NEXPAK ALPHA SECURITY NEXPAK INTL CUP' CORP BLACKBOURN'MEDIA PACKAGING BAKER & TAYLOR ENTERTAINMENT CASELOGI.C· . COMPUTER EXPRESSIONS MIZCO INTERNATIONAL GENEVA CORP .' . CORGI GLASSICS'INC' JWINELECTRONICS KINYO COMPANY,INC. 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Video CGP SELECt~O~HITS, .INC. '~ Video CHESKY RECORDS. TELARC INTERNATIONAL CORP. Video CLEOPATRA RECORDS NAVARRE CORP,ORATlON Video CLASSIC ROCK LEGENDS 'NAVARRE-CORPORATION Video SONY MU~IC DIST. , SONY MUSIC (VIDEO) Video CBSIEPICIWTG RECORDS SONY MUSIC ENTERTAINMENT INC. Video CLASSIC ROCK LEGENDS (NAVARRE) NAVARRE CORPORATION Video CARLTON ENTERTAINMENT, NAVARRE CORPORATION Video DOGDAY , SELECT-O-HF[S, INC. , Video DOPE HOUSE SElE,CT-O-HITS, INC. ' Video DPG RECORDS ' .sELECT-O-HITS, INC. Video DREAMCATCHER RECORDS NAVARRE CORP'ORATION Video DYNAMICIITALY CD'S ' QUALITON IMPORTS LTD, Video FORTRESS ENTERTAINMENT SELEGT-O-HITS"INC. Video GL-GRO~ND l..EVEL LABEL GROUP SELECT·OHITS; !NC. Video ' , GOD S STRENGTH SELECT-O-HITS, INC. Video HALICKI FILMS NAVARRE CORPORATION Video' HOMELAND LABEL GROUP SELECT-O-HITS, INC. Page,aa of 109 99 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc ., _ .... :; J I Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Video HOLY ROLLER RECORDS NAVARRE CORPORATION Video IMMORTAL CLASSICS QUAUTON IMPORTS LTD, Video JDIRECORDS NAVARRE CORPORATION Video KDERECORDS NAVARRE CORPORATION Video UL JOE RECORDS NAVARRE CORPORATION Video LUGOSI ENTERPRISES NAVARRE CORPORATION Video MADFISH NAVARRE CORPORATION Video MALACO SELECT·a.HITS, INC, Video. MALACO RECORDSNlDEQ ONLY SELECT·O·HITS, INC, Video MCG RECORDS NAVARRE CORPORATION Video MUSIC MATIERS/MATRIXMUSIC MAR NAVARRE CORPORATION Video MO MUSIC ENTERTAINMENT SELECT-O-HITS, INC. 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DISTRIBl!TION, INc: , Vj~eo' N2~ ENCODED Ml,ISIC RED DISTRIBUTION, INC Video NEW MEDIA ' BAYSIDE'DISTRIBUTION ' Page 90 of 109 101 { Professional Services Rev June 2, 2010 S :\ASD\PURCH\SOLICIT A TIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\C 1113 7900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor A V and Processing,doc t Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name 'i Video PANDISC RECORDS ~ED DISTRIBUTION, INC Video PACHYDERM RECORDS KOCH ENTERTAINMENT DIST,L!-C Video PLATINUM RECORDS COMPENDIAMUSIC GROUP Video PRIDDIS MUSIC PRIDDIS MUSIC, INC Video PSCHOPATHIC RECORDS RED DISTRIBUTION, INC Video RADIO SPIRITS · RADIO SPIRITS, INC Video RCAIMUSICVISION VIDEO BMG DISTRIBUTION (VIDEO ONLy) Video RED INK RECORDS RED DISTRIBUTION, INC . Video RELATIVITY RED DISTRIBUTION, INC Video . 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PLANET PUBLICATIONS LONELY PLANET Video LlVINGARTS GAIAM AMERICAS Page 91 of 10.9 102 Professional Services Rev June 2, 2010 S:\ASD:rURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CII137900B-Baker & Taylor A V & Processmg\Contract CII137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufactu~er's Supplied 'VideoJAuciiii . , .. . Category Manufacturer Name Video . MASTERViSION Video MILESTONE FILM & VIDEO Video MGt;" ENTERTAINMENT Video MGMrTURNER MOVIE CLASSICS Video MKS VIDEO Video NEW YORKER FILMS VIDEO Video PUB,~IC MEDIA VIDEO Video REMSTA.R Video AMERICAN SCHOOL PUBLISHING Video RED HILL Video RAY NELSON Video SPOKEN ARTS VIDEO Video SAVE AMERICAS FORESTS' Video STREAMLINE PICTURES Video TURNER HOME ENTERTAINMENT Video TLA RELEASiNG Video TIMELESS VIDEO INC, Video UNITED LE;ARNING Video VIEW VIDEO Video VIDEO POST Video, VIDEO TUTOR.INC. 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VIDEO POST PROD.UCTION VIDEO TUTOR INC. VIDEO VELOCITY WARN.ER HOME VIDEO WATER BEARER FILMS,INC QL,lE~TAR, INC WGBH ' INTERMEDIA VIDEO PRODUCTS WOLFE VIPEO , ' 100 PERCENT EDUCATIONAL VIDEO ALLIED ARTISTS ENTERTAINMENT AMERICAN HOME ENTERTAINMENT ANGEL /:IEART FILMS ARCATA ARTS ARTISTIC VIDEO A TIi,"ETIC MQTION ATLAS INC CRYSTAL PRODUCTIONS BELL CANYON ENT!=RTAINMENT BRAIN DAMAGE FILMS BENNETT MEDIA CORPORATION BROOKVILLE PRODUCTIONS COBRA PRODOCCIONES BIG KIDS PRODUCTIONS BARREL ENTERTAINMENT BRAINY BABY COMPANY CLOUD TEN PICT()RES .WISE NOW MEDIA, LLC , CONNOISSEUR/MERIDIAN FILMS GET SMARTV.IDEO & DUPLICATION DO IT YOURSELF INC. GOLDHIL HOME MEDIA INT'L CREATIVE IMAGES INC C~YSTAL PRODUCTIONS ANCHOR BAY ENTERTAINMENT GET SMART VIDEO & DUPLICATION CONNOISSEUR/MERIDIAN FILMS . BIG KIDS PRODUCTIONS CLEARVUE/EAV WARNER BROS PUBLISHING, INC. DGD DISTRIBUTORS " Page 92 of 109 103 ~, ' ·.1 ... .<:.·' Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor A V & Processmg\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio C~tegory Manufacturer Name Veridor Name Video DO IT YOURSELF INC. DO IT YOURSELF INC . . Video DORLING KINDERSLEY VIDEO OK PUBLISHING INC Video DISTINCTIVE MOVIE NETWORK PRO-ACTIVE ENTERTAINMENT GROU Video DRIVE ENTERTAINMENT ANCHOR BAY ENTERTAINMENT Video DVD, LTD. NUTECH DIGITAL Video DREAMWORKS PICTURES UMVDIDREAMWORKS Video FALCON HOME VIDEO AMERICAN HOME ENTERTAINMENT Video FARKLEBERRY FARM ENTERTAINMENT PRO-ACTIVE ENTERTAINMENT GROU Video FERDE GROFE FILMS . BENNETT MEDIA CORI?ORATION Video FOX LORBER HOME VIDEO WELLSPRING MEDIA, INC Video FINE MEDIA GROUP FINE MEDIA GROUP Video FIREDOG PICTURES BIG KIDS PRODUCTIONS Video FORUM HOME VIDEO WELLSPRING MEDIA, INC Video FRONTIER PRODUCTIONS CAROL CARLSON Video QUESTAAVIDEO' QUESTAR, INC Video GREAT CHEFSILEISURE VIDEO LEISURE VIDEO/GREAT CHEFS' Video GOLDHIL VIDEO GOLDHILHOME MEDIA INT'L Video GLE ENTERTAINMENT MAGIC 'LAMP PRODUCTIONS Video GAMING TAPES INCORPORATED GAMING TAPES INCORPORATED Video GREAT WHITE DOG LIGHT BEAMS PUBLISHING Video HORIZON ENTERTAINMENT CORP GET SMART VIDEO & DUPLICATION Video HOUGHTON MIFFLIN CO. . HOUGHTON MIFFLIN CO. VidllO HORIZON SPECIAL FEATURES GET SMART VIDEO 8. DUPLICATION Video HI TOPS VIDEO ANCHOR BAY ENTERTAINMENT Video IDEA FACTORY THE IDEA FACTORY Video IN-FISHERMAN' PRO-ACTIVE ENTERTAINMENT GROU . Video INTERNATIONAL VIDEO NETWORK QUESTAR, INC' Video KIDS COACH, KIDS COACH Video KEY EAST ENTERTAINMENT KEY EAST ENTERTAINMENT Video KID VlDZ . 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MOUNTAIN LAKE VENTURES Video MNTEX'ENTERTAINMENT ANCHOR BAY ENTERTAINMENT 0:~:~ ~~Os;:~~~~!CS, ~~~~~T~ET~T~E~~;ERTAINMENT Video MYSTIC FIRE VIDEO MYSTIC FIRE VIDEO Video MYSTIC FIREIWINSTAR WELLSPRING MEDIA, INC Video NOODlEHEAD NE'J"INORK NOODLEHEAD NETWORK Video NAT~ONl\L HEALiH VIDEO INC. 'NATIONAL HEALTH VIDEO INC, Video PERMIERE AMERICAN'EDUCATIONAL PREMIERE AMERICAN EDUCATIONAL Video P.RO-ACTIVE ENTERTAINMENT GROUP PRO-Acm/E ENTERTAINMENT GROU Video PERENNIAL PRODUCTIONS GOLDHIL HOME. Mfi!DIA INT'L Video. PUBLISHERS GROUP WEST PUBLISHERS GROUP WEST Video PHILADELPHIA FILMS GOLDHIL HOME MEDIA.IN'r'L Video PALADIN PRESS. PALADIN ENTERPRISES, INC Video PLUS PUBLICATIONS PLUS PUBLICATlONS' Page 93 of 109 104 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor A V and Processing,doc Baker Taylor ManufactLlrer'~ SuppJie.d .. Video/Audio Category Manufacturer Name Ventlor Name Video PETER pAN HOME VIDEO PETER pAN INDUSTRIES t"" . Vi~eo READER;S'DIGEST QUESTAR, INC ( Video RUSSDQUGHTEN PRODUCTIONS f'>RO-AcnVE E;:!'ITERTAINMENT GROU Video REALVIDEO· WELLSPR-ING MEDIA, INC Video REHVIDEO WARN,ER BROS PUBLISHING, INC. Video RICH-HEAPE ENTERTAINMENT PRO-ACTIVE ENTERTAINMENT GROU Video ROOK COMMUNICATIONS ROOK COMMUNICATIONS Video ROBERJ: QUACKENBUSH STUDIOS ROBERT QUACKENBUSH STUDIOS Video RAYCqM VIDEO ENTERPRISES RA YCOM VIDEO ENTERPRISES Video SAFE AND SOUND VIDEO GET SMART VIDEO & DUPLICATION Video SMALL FRYPRODUCTIONS SMALL FRY PRODUCTIONS Video SVE/CHURCHILLMEDIA CLEARVUE/EAV Video SPYGLASS/CARA VIDEO '. _ . Spy GUISE-VIDEO .. 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WILLOW MIXED MEDIA Video YOGA FOR GOLFERS YOGA FOR GOLFERS Video YOUTH SPORTS CLUB YOUTH SPORTS CLUB Video YAMAZATO VIDEOS PRO-ACTIVE ENTERTAINMENT .GROU Video ZOLAR/GOLDHILL GOLDHIL HOM'E MEDIA INTL Video AMERICAN PRODUCTION SERVICES AMERiCAN PRODUCTiON SERVICES Vide.o ALLEGRO DISTRIBUTED LABELS .. " '. . ALLEGRO C.ORP.ORATION Video ALLE~RO DISTRIBUTED LINES ALLEGRO CORPORATION Video SEELAND/MORDAM CAROLINE DISTRIBUTION Video ACONY (RYKO) . WEAcORP Video ALLEGRO CORPORATION ALLEGRO CORPORATIQN Video ALACAZAMIALACAZAR RECORDS NEWSOUND Video ALIAS RECORDS VYEACORP Page 94 of 109 1 0 5 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cl 1137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturers Supplied Video/Audio Category Manufacturer Name Vendor Name Video ANGEL RECORDS EMI DISTRIBUTION Video ATLANTIC/Q RECORDS WEACORP Video ATAVISTIC VIDEO WEACORP Video BEL CANTO SOCIETY VIDEO ALLEGRO CORPORATION Video BEGGARS BANQUET WEACORP Video BLUE\NOTE . EMI DI$TRIBUTION Video BRIDGE RECORDS ALBANY MUSIC Video CAPITOL RECORDS EMI DISTRIBUTiON Video CEMAVIDEO EMI DISTRIBUTION Video CAROLINE DISTRIBUTION CAROLINE DISTRIBUTION Video CENTURY MEDIA CAROLINE DISTRIBUTION Video CERES CAROLINE DISTRIBUTION Video CHUNKSAAH RECORDS MORDAM RECORDS Video CHORDANT MUSIC GROUP EMI DISTRIBUTION Video COLD CRUSH WEACORP Video COMEDY CENTRAL RECORDS WEACORP Video CURB PRODUCTIONS WEACORP Video DAYSTAR PRODUCTION DAYSTAR PRODUCTIONS Video EARACHE CAROLINE DISTRIBUTION Video ELEKTRAIASYLUM RECORDS WEACORP Video EMI CLASSICS EMI DISTRIBUTION Video· EMILATIN EMI DISTRIBUTION Video FAT WRECK RECORDS CAROLINE DISTRIBUTION Video GLORIOUS MUSIC WEACORP Video GO JAZZ ALLEGRO CORPORATION Video GO KART RECORDS . CAROLINE DISTRIBUTION Video HARMONI~ MUNDI, U.S.A HARMONIA MUNDI, U.S.A. Video HIGHER OCTAVE EMI DISTRIBUTION Video· HARMONIA MUNDI USA HARMONIA MUNDI, U.S.A. Video INVISIBLE RECORDS CAROLINE DISTRIBUTION Video KILL ROCK STARSITOUCH N GO WEACORP Video . LlGHTYEAR RECORDS WEACORP Video MAGNUM·AMERICA ALLEGRO CORPORATION Video MATADOR RECORDS \(yEA CORP Video MEiROPOLlS-RE.CORO,S . WEACORP Video MEGAVISION (RYKO) WEACORp· Video MANGA VIDEO· -.. WEACORP Video MARK RUBIN PRODUCTiONS NEWSOUND Video MAYHEM RECORDS WEACORP Vid10 ·NE~RK RECORDS EMI DISTRIBUTION Video NITRO RECORDS CAROLINE DISTRIBUTION Video. NiNJA TUNE;' . CAROLINE DISTRIBUTION Video NONeSUCHNIDEO ONLY WEACORP Video NUCLEAR BLAST CAROLINE DISTRIBUTION Vide6 NVCARTS ' WEACORP Video OH BOY CLASSICS WEACORP Video OGLIO RECORDS WEACORP Video PROSCENIUM ENTERTAINMENT ALLEGRO CORPORATION Video PROJEKT (RYKO) WEACORP Video PALM PICTURES WEACO~P Video pLEXIFILM WEACORP VideO PRIORITY RECORDS EMI DISTRIBUTION Vid.eo PRO.ORGANO . ALBANY MUSIC Video QV/DEO WEACORP Video RAP·A·LOT 2K EMI DISTRIBUTION Video RAWVE'NTURE -LIAISON RECORDS Video RYKO DISTRIBUTION. WEACdRP Video REDEYE DISTRI·BUT1ON REDEYE DISTRIBUTION Video . RED PAJAMAS RECORDS WEACORP Video . RHINIMESAlaLUEMOON RECORDS WEACORP Page 95 of 109 106 Professional Services Rev June 2, 2010 S :\ASD~URCH\SOLICIT A TIONS\CURRENT BUYER ·CM FOLDERS\KA THY\Contra cts\C 1113 7900B·Baker & Taylor A V & Processmg\Contract Cll137900B·Baker & Taylor A V and Processing. doc Baker Taylor Manufacturer's Supplied . vlde;o/Audio . .. Category Manufacturer Name Vendor Name Video RIVERSiDE WORLD RIVERSIDE' BQOK AND BIBLE t""" " Video RHINO HOME VIDEO WEACORP " Video SCOTDISC ALLEGRO CORPORATION Video SEVENTH WAVE RECORDS ALLEGRO CORPORATION . 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Video DELTA Music DELTA ENTERTAINMENT CORP Video GEFFEN HOME VIDEO · UNIY,ERSA,L MUSIC & viDEO DISTF~ Page 96 of 109 1 0 7 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract.CI1137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's SuppUed Video/Audio Category Manufacturer Name Vendor Name ) Video DEUTSCHE GRAMMAPHON VIDEO UNIVERSAL MUSIC & VIDEO DISTR Video FOLK ERA ACTION MUSIC Video GASOLINE ALLEY VIDEO UNIVERSAL MUSIC & VIDEO DISTR Video GOSPEL JUBILEE ACTION MUSIC Video GTSVVIDEO UNIVERSAL MUSIC & VIDEO DISTR Video HOSANNA MUSIC ACTION MUSIC Video . 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MUSICRAMA MUSICRAMA, INC Video NUTZ MUSIC VIDEO DISTRIBUTORS Video ORCHARD.GOM THE ORCHARD Video PLAYBOY FILMS (iMAGE) IMAGE ENTERTAINMENT Video PLAY!30Y VIDEO (IMAGE) 'IMAGE ENtERTAINMENT Video PHANTOM SOUND & VISION PHANTOM SOUND & VISION Video RESIN MUSIC MUSIC VIDEO DISTRIBUrORS Video STEFAN·GROSSMAN GUITAR WORKSHCSTEFAN GROSSMAN GUITAR WKSHO Video SPORTVUE LlC. IMAGE ENTERTAINMENT Video TOO CLEAN ENTERTAINMENT MUSIC VIDEO DISTRIBUTORS Video THE LEARNING CHANNEUMADACY MADACY ENTERTAINMENT GROUP IN Vide.o UNLEASH MUSIC VIDEO DISTRIBUTORS Video UNAPIX CONSUMER PRODUCTS AROUSTRY HOME ENTERTAI.NMENT- Video VESTAPOL STEFAN GROSSMAN GUITAR WKSHO Video VIDEO MUSIC, INC. . MUSIC VIDEO DISTRIBUTORS Video WAVE IMPORTS . WAVE IMPORTS Video APIX HOME VIDEO ARDUSTRY HOME ENTERTAINMENT Video . A & E HOME VIDEO A & E HOME VIDEO Video ABC VIDEO . BUENA VISTA HOME VIDEO Video AURORAlYORK YORK ENTERTAINMENT Video AVALANCHE/LIONS. GATE LIONS GATE HOME ENTERTAINMENT Video ARROW ENTERTAINMENT ARROW FILMS INTL INC .. Page 97 of 109 1 0 8 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Conlra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor Manufacturi3T's Supplied Video/Audio Category Manllfacturer Name Vendor Name Video 'BIG CITY SWING INC BIG C'riY SWING {~ ... ,. Video CAV DISTRIBUTING C.AV. DISTRIBUTION CORP Video CINEMATHEQUE COLLECTION XENON ENTERTAINMENT GROUP Video CAMERA ONE PRODUCTIONS CAMERA ONE Video CYBERBUSTERS CYBERBUSTERS Video EASTERN HER.OES XENON ENTERTAINMENT GROUP Video ENVIRONMENTAL MEDIA CORPORATIO ENVIRONMENTAL MEDIA CORP Video ESPNVIDEO BUENAVISTAHOME VIDEO Video FANTASY HOME VIDEO PEPINIMERHI ENTERTAINMENT Video PltM FORUM XENON ENTERTAINMENT GROUP Video FIRST LOOK PICTURES FIRST LOOK PICTURES Video FRAMEWORK ENTERTAINMENT FRAMEWORK ENT GROUP ,LLC Video GORGON VIDEO MPI MEDIA GROUP Video GOODTIMES ENTERTAINMENT GOOD TIMES HOME VIDEO Video INECOM INECOM,INC Video KANTOLA PRODUCTIONS KANTOLA PRODUCTIONS Video LIBERTY INTERNATIONAL PUBLISH I LIBERTY INIL PUBLISHING INC Video MARENGO FILMS MARENGO FILMS Video MPI HOME VIDEO MPI MEDIA GROUP Video MTI HOME VIDEO MTI HOME VIDEO Video MULTIMEDIA ENTERTAINMENT NEW ViDEO GROUP Video NORTHUGHT COMMUNICATIONS NORTHUGHT COMMUNICATION Video NEW VIDEO GROUP NEW VIDEO GROUP Video ' PM HOME VIDEO PEPINIMERHI ENTERTAINMENT Video RELRECORDSNlDEO REL RECORDS INC Video SUNDANCE HOME ENTERTAINMENT SHOWTIME; ENTERTAlNMENT Video SHOWTIME ENTERTAINMENT SHOWTIME ENTERTAINMENT Video STUDIO HOME ENTERTAINMENT LIONS GATE H6iv1E ENTERTAINMENT Video SUN VALLEY HOME VIDEO PEPINfMERHI ENtERTAINMENT 4, Vi,deo TVONTARIO SUPERIOR PROMOTIONS, INC. Video FOXHOME ENTERTAINMENT FOX HOME ENTERTAINMENT Video TRIMARK HOME ENTERTAINMENT LIONS GATE HOME ENTERTAINMENT Video WALRUS PICTURES FIRST LOOK PICTURES Video BUENA VISTA HOME VIDEO BUENA VISTA HOME VIDEO Video WORLD VIDEO INTERNATIONAL C.A.V. DiSTRIBUTION .cORP Video W.w. NORTON W W NORTON PUBLISHING Video XENON/ARENAIPRAISE/SOLAR XENON E~TERTAINMENT GROUP Video YORK HOME \,IIDEO YORK ENTERTAINMENT Video 2 MUCH FUN PRODUCTIONS TAPEWORM Video 411 VIDEOINPORMATION TAPEWORM Video 411 VIDEO PRODUCTIONS 411 PRODUCTIONS Video ANIME18 CENTRAL PARK MEDIA CO. Video AMERICAN AUTOMOBILE ASSOCIATIO INTL VlDEO CORP Video AMAZING ADVANTAGE FOR KIDS TAPEWORM Video APOGEE COMMUNICATIOONS GROUP APOGEE COMMUNICATIONS GROUP Video ACTIVlDEO ACTIVJDEO, Video ACTION VIDEO PRODUCTIONS, INC, TAPEWORM Video ADHD VIDEO FOR KIDS NEUROLOGY LEARNING & BEHA'y'IOR Video A.D. VISION A.D. VISION Video AMERICAN FILM STUDIOS TAPEWORM Video AGELESS FITNESS TAPEWORM Video AGENDA VIDEO TAPEWORM Video ALPHABET FACTORY TAPEWORM Video ALEXANDER INSTITUTE ALEXANDER INSTITUTE Video AMBROSEITAPEWORM VIDEO TAPEWORM Video ANDERSON VIDEO COMMUNICATIONS MILWAl!KEE PUBLIC TELEVISION ft . Video ANIMEWORKS MEDIA Bl...A:STERS, INC .. { Video ANIMAZING ENTERTAIMENT TAPEWORM Video A~IA PULP CINEMA ~ENTRAL PARK MEDIA CO. Video ARTISAN ENTERTAINMENT , ARTISAN (FOX VIDEO) Page 98 of 109 1 0 9 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor AV and Processing, doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name Video AMERICAN SOUND & VIDEO CORP. A1RHEART, INC Video ATIITUDE PRODUCTIONS INTERNATI TAPEWORM . Video AUDIO VISION TAPEWORM . Video ASIAVIEW ENTERTAINMENT, INC. TAl SENG ENTERTAINMENT Video AVID VIDEO ARTISAN (FOX VIDEO) Video ALASKA VIDEO PUBLISHING, INC. SKY RIVER FILMS Video ARTIST VIEW VIDEO HOT BODIES INTERNATIONAL Video At,.L WORK ENTERPRISES TAPEWO'RM . Video AXIOM ENTERTAINMENT EAST TEXAS DISTRIBUTING Video . AYLMER PRESS AYLMER PRESS Video SANDAl ENTERTAINMENT PIONEER ENTERTAINMENT (USA) 'Video BARR MEDIA GROUP SPECIALTY VIDEO COMPANY Video BODY ART INC. . TAPEWORM Video SFS VIDEO BFS ENTERTAINMENT/MULTIMEDIA Video BRIDGESTONE.GROUP INC ALPHA OMEGA PUBLICATIONS Video BILLY BUDD FILMS TAPEWORM Video BLUE BEETLE PRODUCTIONS TAPEWORM Video. BOOKLEGGER WORLDWIDE BOOKLEGGER WORLDWIDE Video B.LlTZ ART PRODUCTS TAPEWORM Video BOHEMIA PRODUCTIONS, INC. TAPEWORM Video BO PEEP PRODUCTIONS TAPEWORM Video BOWE HOME VIDEO BLACK NEWS PICTURES Video BRAUN FILM AND VIDEO INC. TAPEWORM Video BRADSHAW CASSETTES TAPEWORM Video BLACK RABBIT PRODUCTIONS BLACK RABBIT PRODUCTIONS V!deo . BROADCAST SERVICES OF ALASKA TAPEWORM Video BEE SMART BABY . TAPEWORM Video BURNS MEDIA TAPEWORM Videp BUZZ ENTERTAINMENT MONARCH HOME VIDEO Video CONCEPT ASSOCIATES CONCEPT VIDEOS Video CORDON BLEU VIDEO SERENDIPITY COMMUNICATION Video caw VENTURES TAPEWORM' Video COACHES CHOICE· COACHES CHOICE . Video CAMBRIDGE VIDEO CAMBRIDGE EDUCATIONAL Video CDR COMMUNicATIONS, INp. TAPEWORM Video CHRISTENSEN COLLECTION TAPEWORM Video CHfAPPEITA PRODUCTIONS WilD HARVEST VIDEOS Video CLEVAL VIDEO LTD. TAPEWORM . Video CLARITY SOUND & LIGHT C·RYSTAL CLAIRTY Video CRITICAL MASS' .' A.D. VISioN \.!ideo Congress Video CONGRESS ENTERTAINMENT LTD . Video CAN' TOOl TAPES . TAPEWORM Video. C.OLLEGEAoMISSION PRODUCTIONS SERENDIPITY COMMUNICATION Video CORINTH VIDEO CORINTH VIDEO Video COSMOS TELEVISION KOCH VISION ENTERTAINMENT Video COUSINS PRODUCTIONS TAPEWORM Video CENTRAL PARK MEDIA· CENTRAL PARK MEDIA CO. Video C.P.S. ASSOCIATES TAPEWORM : Video CRESCENTI MOON PRODUCTIONS TAPEWORM Vi.deo . CYCLE VISION TOURS INC. CVT PRODUCTIONS Vid~o DAWN PUBLICATIONS DAWN PUBLICATIONS Video DB ENTERPRISES TAPEWORM Video DD VIDEO TAPEWORM. Video DHD (HOT BOOY) / HOT BODIES INTEI1NATIONAL Video DANCE HORIZON VIDEO PRINCETON BOOKOOMPANY Video DIGITAL MANGAINC: . QIGITAi.:MANGA, INC Video DANCE POUNDS AWAY TAPEWORM· Video DIRECT SOURCE SPECIAL PRODUCTS DiRECT SOURCE . Video DIANETICS VIDEO . BRIDGE PU'BLICATIOtiiS Video CAPITOL ENTERTAINMENT .CAPITOL HOME Page 99 of 109' 110 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor A V & Processmg\Contract Cll137900B-Baker & Taylor A V and Processing. doc Category Viqeo Video Video Video Video Video Video Video. Video Video Video Video Video Video Video Video Video Video Video Video Video Video' Video Video Video Video Video Video Video Video Video Video Video Video Video Video' Video Video Video Video Video . Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video . Baker Taylor Manufacturer's Supplied Video/Audio .. .' Manufacturer Name Vendor Name EAGLE EYE PIQNEERENTERT~fNMENT (USA) . EDEN GROUP LC. TAPEWORM. ELEGANT EXPRESSIONS TAPEWORM EIII.oKI.fILMS MEDIA BLASTERS, INC ERGO MEDIA INC. ERGO MEDIA INC. ESQUIRE HOME VIDEO SE;RENDIPITY COMMUNICATION ESCALAQE SPORTS TAPEWORM EASYSTYLE TAPEWORM EUPSYCHIAN PRESS TAP!::WORM EUROPEAN VIDEO DISTRIBUTORS EUROPEAN VIDEO DI$TRIBUTORS EVENTURE. . EVENTURE ExPANDED ~NTERTAINMENT TAPEWORM FAMILY HOME/DISCOVERYVIDEO ARTISAN (FOX VIDEO) FAMILY EXPE;RIENCES PRODUCTIONS FAMILY EXPERIENCES PRODUCTION: GH.RIS FESKO ENTERPRISES TAPEWORM FILMS FOR HUMANITIES FILMS FOR THE HUMANITIES FEATURE FILMS FOR FAMILIES TAPEWORM FILMWORKS/HANNOVER HOUSE FILMWORKS/I-jANNOVER HOUSE flOWERS FILMS & VIDEO FLOWERS, FILMS.& VIDEO FACETS VIDEO FACETS VIDEO FUNSTUFF PRODUCTIONS, INC. FUN STUFF PRODUCTIONS, INC. FILMS OF THE NATIONS TAPEWORM FREEDOM PRODUCTIONS TAPEWORM FIELD TRIP VIDEOS ALPHA OMEGAPUBLICATIONS FUN1MATION FUNIMATION PRODUCTIONS LTD . FIREWATCH TAPEWORM GINGERBREAD LADY GINGERBREAD LADY HARRY GLICK A TIORNEY LAW OFFICES OF HARRYGLICK GOOD.LlFE PRODUCTS GOOD LIFE. PRODUCTS, iNC. GUILFORD P.UBLiCATIONS -GUILFORD PUBLICATIONS INC· GRUIII.KO FI~MS,INC. GRUNKO FILMS, INC. AMERICAN HOME TREASURES/BFS BFS ENTERTAINMENT/MULTIMEDIA GTBICYCLES TAPEWORM GYDIGITAL CORP. TAPEWORM GROUND ZERO LATINO G.ROUND ZERO ENTERTAINMENT HALLMARK HOME ENTERTAINMENT ARTISAN (FOX VIDEO) HAWKHILL A$SOCIATES INC. . HAWKHIL ASSOCIATES, INC. HAY HOUSE It'!C. HAY HOUSE, INC. NANCY HAYS ENTERTAINMENT INC. TAPEWORM· HAZELDEN .EDUCATIONAL . 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KIDS SHOP GRAHAM KERR KNIGHT & HALE KID-O-SPHERE PRODUCTIONS KID$TREK KIFARU PRODUCTIONS KENNETH MADSEN FILM PRODUCTION Kjdmark Inc, KITIY KVC ENTERTAINMENT LA PRODUCTION GROUp· LANCE (MEDIA BLASTERS) LEVEL BEST GOLF LET'S CREATE. PIONEER LDCA INC. LET'S DO IT PRODUCTIONS LOGIC GROUP LOHMAN LONG RUN PRODUCTI.oNS LAS VEGASITIFFANVDESIGN LIGHTENING VIDEO LOVE ALIVE PRODUCTIONS LtGHTWORKS AUDIO & VIDEO, MARK ALLAN PRODUCTIONS MASTER COMMUNICATIPNS .INC MID CAROLINA MEDIA, INC. MCNAUGHTON INC. . MADERA CINEVIDEO, INC. MEDIA METHODS MENSENDIECK SYSTEM .MAGIC HOUR PRODUCTIONS MONARCH HOMEVID.EO MICHAEL WEISS 'PRODUCTIONS MINDLIGHT . MOOREVIDEO MOTIVATIONAL MEDIA' MOTORSPORTS INTERNATIONAL MERITAGE INC. MUCH MORE MEDIA" MASTER ARTS . MEXC.lNEMA VIPEO CORP .. MEDIA VENTURES VIDEO INC. MEDIA WEST .• MAYTE MOUSE PRODUCTIONS NORTHERN ARTS ENTERTAINMENT IN ARTISAN (FOX VIDEO) TAPEWORM INTERNATIONAL VIDEO PROJECTS J2 COMMUNiCATIONS JEF FILMS INC. TAPEWOijM TAPEWORM TAPEWORM TAPEWORM. JOHN PATRICK ENTERTAiNMENT iNC JSK ENTERPRISES JIST PUBLISHING MEDIA BLASTERS, INC KOCH VISION ENTERTAINMENT TAPEWORM TAPEWORM TAPEWORM TAPEWORM TAPEWORM TAPEWORM KIFARU PRODUCTIONS TAPEWORM TAPEWORM MEDIA BLASTERS, INC SPECIALTY ViDEO COMPANY CELA DISTRIBUTION MEDIA BLASTERS, INC TAPEWORM Lr;:TSCREATE PIONEER ENTERTAINMENT (USA) CHRISTY LANE ENTERPRISES TAPEWORM I TAPEWORM ' TAPEWORM TAPEWORM ARTISAN (FOX VIDEO) LOVE ALIVE PRODUCTIONS LlGHlWORKS AUDIO & VIDEO MARK ALLAN PRODUCTIONS MASrER COMMUNICATIONS, INC MID CAROLINA MEDIA, INC TAPEWORM MADERACINEVIDEO. INC. ._ MEDIA METHO[,)S NEW LIFE OPTIONS TAPEWORM MONARCH HOME VIDEO TAPEWORM TAPEWORM TAPEWORM TAPEWORM TAPEWORM TAPEWORM MUCH MORE MEDIA' TAPEWORM MEXCINEMA VIDEO CORP MEDIA VENTURES VIDEO INC. GLOBAL HOME VIDEO INC. TAPEWORM TAPEWORM Page 101 of 109 112 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI 1 137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor ManufllctIJrer's SUp'plied Video/Audio Category Manufacturer Name Vendor Name Video NORTi-lEFm"ARTS/NAIAD PRESS TAPEWORM Video NEPTUNE MEDIA NEPTUNE MEDIA Video NEW HQRIZONS HOME VIDEO NEW CONCORDE HOME ENTERTAINI\ Video NEW MEDIA RESOUROES VIDEO NEW MEDIA RESOURCES Video NOSTALGIA FAMILY VIDEO TAPEWORM Video NATURE SCIENCE NETWORK ARK MEDIA GROUP, LTD Video REPUBLIC ENTERTAINMENT ARTISAN (FOX VIDEO) Video NEW & UNIQUE VIDEOS NEW & UNIQUE VIDEOS Video NEW YORK INSTITUTE OF PHOTOGRA NEW YORK INS OF PHOTOGRAPHY Video OBLOMOVIES TAPEWORM Video ONE LEG UP PRODUCTIONS ONE LEG UP PRODUCTIONS Video OXXO COMPANIA COMPANIA OXXO . Video PANTHER PRODUCTIONS TAPEWORM· Video PARABOLA PARABOLA Video PENNY PRICE VIDEO TAPEWORM Video PATHFINDER HOME ENTERTAINMENT PATHFINDER HOME ENTERTAINMENl Video PURPLE HEART RECORDS PURPLE HEART RECORDS Video PICTURE START INC. NEXTGEN VIDEO Video PIONEER VIDEO PIONEER ENTERTAINMENT (USA) Video PANACEA LEARNING SYSTEMS INC. TAPEWORM Video PIONEER LIVING-CORP PIONEER LIVING CORP Video PLAYER HOME VIDEO PLAYER HOME ENT.ERTAINMENT Video PAUL M. LEVINE PRODUCTIONS TAPEWORM Video PENTON OVERSEAS INC. PENTON OVERSEAS, INC. Video POWER ROCK.ENTERTAINMENT TAPEWORM Video PALMER/PLETSCH ASSOCIATES PALMEl:'IPLETSCH ASSOCIATES Video PILOT. PRODUCTIO!'JS -GLOI;lE TREK 555 PRODUCTIONS Video PIKES PEAK LIBRARY DISTRICT PALMER DIVIDE pROD. & MARK. Video PRECISION POOL PRODUCTIONS TAPEWORM VIdeo PATRICK!=NTERPRISES .. YOGAI,INC Video PRIAPISM HOME VIDEO TAPEWORM Video PRIMALUX VIDEO, INC. TAPEWORM Video PERSPECTIVES PERSPECTIVES Video ,PRIME TIME PRODUCTIONS TAPEWORM Video PRIVATE SCREENINGS . MEDIA BLASTERS, INC· Video PASSPORT INTERNATIONAL PASSPORT INTERNATIONAL Video PUD PRODUCTIONS TAPr;:WORM Video PROVISIONAL. TApEWORM Video PIVWOLF PRODUCTIONS TAPEWQRM Video POWERSPORTS . TAPEWORM Video PSYBERqREAM. TAPEWORM Video RB PRODUCTIONS RB PRODUCTIONS Video READNO\A! . TAPEWORM Video REEL TO REEL MINISTRIES AMERICAN PORTRAIT FILMS Video REGENT PICTURES TAPEWORM Video RIGHT STUFF AD. VISION Video RMI MEDIA PRODUCTIONS RMI MEDIA PRODUCTION·S Video ROMANCE HOME VIDEO TAPEWORM Video ROXIE VIDEO ROXIE VIDEO Video RESORT TELESPoiHS -EDUCATION IN TAPEWORM Video SOFTWARE BUSINESS MARKETING TAPEWORM Video SUBSTANCE TV :SUBSTANcE TV Video SHARON SCHERR TAPEWORM Video SCR1PTMASJER FILMS· KOCH VISION ENTERTAINMENT Video SELF HELP COMPANY TAPEWORM Video SHRIEK SHOW MEDIA BLASTERS, INC Video SHE~LY'S VIDEO LTD. SHELLEY'S VIDEO LTD. Video SIROCCO/411· TAPEWORM Video SANDBAR PRODUCi10NS TAPE;WORM Video .SQFTCELPICTURES· .AD. VISION Page 102.of 109. 113 .r'''-' .. , i l ~:. .. ..... -; ... «.-.~;;;..., Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor AV and Processing.doc Category \ Video Video Video Video Video Video Video Video Video Video Video Video Video Video, Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video , , Video Video Vid~o , Video Video Video Video Video Video Video VidElO Video Video Video Video Video Video Video Video Video Video ViGleo Video Video Video Video Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name SOFTWARE SCULPTORS ) CENTRAL PARK MEDIA CO. STUDENTS OF SUCCESS/411 TAPEWORM BROCCOLIINTERNA T10NAL BROCCOLIINTLUSA, INC SPORTSMAN'S SHOWCASE TAPEWORM: SPARTAN ENTERTAINMENT SPARTAN HOME ENTERTAINMENT SPECTRUM ENTERTAINMENT SPECTftUM ENT PRODUCTS, INC SPECIALTY VIDEO COMPANY SPECIALTY VIDEO COMPANY SUCCESSFUL RETIREMENT PLANNING TAPEWORM SUPER SIDERS VIDEO ACTIVIDEO SHORTSTUFF ENTERTAINMENT TAPEWORM STONEY-WOLF PRODUCTIONS INC. TAPEWORM SWIRL ., MEDIA BLASTERS, INC SOUTHWEST SERIES SOUTHWEST SERIES SYNERGTICS SYNERGETICS HEALTH PUB. SYNAPSE FILMS SYNAPSE FILMS TAl CHI VIDEO PRODUCTIONS TAPEWORM TAl SENG'VIDEO MARKETING TAl SENG ENTERTAINMENT TEGVIDEO TAPEWORM TERRA PRODUCTIONS TERRA PRODUCTIONS TETON GRAVITY RESEARCH, TETON GRAVITY RESEARCH TUNE-IN COUNSELLING SERVICES TAPEWORM TIM PODELL PRODUCTIONS TIM PODELL PRODUCTIONS TOKYO SHOCK MEDIA BLASTERS, INC TEMPLE KNIGHTS TAPEWORM TELL ME WHY SALES CO. TMW / MEDIA GROUP TOKYOPOP VIDEO MIXX ENTERTAINMENT, INC TRUTH QUEST PRODUCTIONS TAPEWORM TROLL ASSOCIATES MEDIA BASICS VIDEO TRAVELVIEW INTERNATIONAL TAPEWORM TRI STAR INTERNATIONAL INC TRISTAR INTERNATIONAL TSUNAMI PRODUCT.l0NS DRAGON ASSOCIATES, INC, +~~TE~~~~ ~~~gUCTIONS TAPEWORM, TAPEWORM UNCLE LOU!E PROD/STRAIGHT SHOO TAPEWORM UP VIDEO EDUCATIONAL PROD. UP VIDEO E(;)UCAT.IONAL PROD, URBANVISION URBAN VISION ENTERTAINMENT U.S.IViANGA CORP. CENTRAL PARK MEDIA CO, Video Arts Internatiqnal VIDEO ARTISTS INTL VIDEO ACTIVE COMPANY VIDEO ACTIVE COMPANY USA T!;STNlDEO,AIDED INSTRUCTI VIDEO AIDED INSTRUCTION, INC VCIIVIDEO VCX, LTD VIDEO CINE SERVICES INC. VIDEO CINE SERVICES, INC. VIDEO CATALOG CO. TAP.EWORIyI VESTRON VIDEO " ARTISAN (FOX VIDEO) VE;NTURE ENTERTAINMENT GROUP' VENTURE ENTERTAINMENT GROUP VIDEO EDUCATIONAL PRODUCTS VIDEO EDUCATIONAL PRODUCTS LH VISION VIDEO , VISION \,(IQEO VIVID VIDEO LFP VIDEO, INC VIZ COMMUNICATION/PIONEER PIONEER ENTERTAINMENT (USA) VIDEO KIDS INC. TAPEWORM VIDEO LANGUAGE I?ROPUCTS VIDEO LANGUAGE PRODUCTS VIDEO MANAGEMENT SYSTEMS ,TAP!:WORM ' VPSI TAPEWORM VISTA STREET ENTERTAINMENT TAPEWORM VALLEY OF THE SUN VIDEO THE SUTPHEN CORPORATION VIDEO TUTORIAL SERVICE VIDEQ TUTORIAL SERVICE WEST 3 VISION ' .' , DIRECT SqURCg' : WORLD ARTISTS HOME VIDEO WORLD ARTISTS HOME VIDEO WILD HARVEST-VIDEO WILD HARVEST VIDEOS' WIZARDS PRODUCTION' GROUP TAPEWORM Page 103 of 109 114 Professional Services Rev June 2,2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor A V and Processing. doc Baker Taylor ManLlfacturElr:~. 9!JPplieq .. Video/Audio Catsf,!ory Manufacturer Name Vendor Name Video WOF{LDPROP PRODUCTIONS TAPEWQRM Video WORLDPROP PRODUCTIONS TAPEWORM Video WEST.PRODUCTION SERVICES WEST.PRODUCTIONS SERVICES Video WATERSAFE FUNDAMENTALS SWIMsAFE-FUNDAMENTALS Video WORLQVISION ARTISAN (FOX VIDEO) . Video WINTERS WEST PICTURES TAPEWORM Video WISH YOU WERE HERE VIDEO VAGABOND PRODUCTIONS Video 1130/STEEPLECHASE ENTERTAINMENT PROGRAMS, INC Video 2 DUCK PRODUCTIONS ARIZTICAL ENTERTAINMENT Video 50TH STREET FILMS TROMA ENTERTAINMENT Video AFTER DARK HOME VIDEO UMVO Video ALDEN FILMS VICTORY MULTIMEDIA Video ALPHADVD VENTURA DISTRIBUTION, INC: Video ANIMEGO VIDEO ANIMEIGO Video ATLANTIS VIDEO NEW VISION/ATI,ANTIS VIDEO Video AVION PARK VENTURA PISTRIBUTION, INC. Video BENCH AEROBICS INC. VICTORY MULT!MEDIA' Video BETTER BUSINESS BUREAU PLATYPUS PRODUCTIONS, INC. Video BRADLEY BOATMAN PRODUCTIONS BRADLEY BOATMAN PRODUCTIONS Video BOWLING GREEN ASSOCIATES BOWLING. GREEN ASSOQIATES Video BILL AARON PRODUCTIONS BILL AARON PRODUCTIONS Video BILLY JACK ENTERPRISES. VENTURADISTR!BUTION, INC. Video BENJIMOVIES.COM VENTURA DISTRIBUTION, INC. Video BRIEN LEE CREATIVE SOLUTIONSfE BRIEN LEE SOLUTIONS Video BOB MANN SPORTS FAST FORWARD MARKETING Video BRICKMANIv1ARKETING BRICKMAN MARKETING Video BARRONSEDUCATIONAL VIDEO/AUDI BAR.RON'S EDl!CATIONAL SERIES I. Video BORN DREAMER \(ENTURA DISTRIB.UTION,INC. Video BOYS TOWN VIO'EO VICTORYMULTIMEpIA. Video BEST FILM AND VIDEO BEST FILM& VIDEO CORP. Video BENt-IETr-WATT MEDIA BENNETT·WATJ MEDIA, INC Video BACKYARD WRESTLING VENTURA. DISTRIBUTION, ING. Video CAMELLIA PRODUCTIONS VICTORY MULTIMEDIA Video CCC OF AMERICA eee OF AME.RICA ·Video CC-M PRODUCTIONS . VICTORY MUL TIMEDlA Video CHAIR DANCING INTERNATIONAL CHAIR DANCING II'ff!.':RNATIONAL Video CHARIOT PRODUCTIONS VICTORY MUL T1Mt;DIA Video CHERUB PROPUCTIONS VIc;TORY ~UL:rIMEDIA Video CHIMERA VENT\JRA DISTRIBUTIOt-!; INC. Video CHIPPENDALES HOflAE VIDEO FA$T FORWARD MARKETING Video CHENOWETH PRODUCTIONS FAST FORWARD MARKETING Video CITY ISLAND ENTERTAINMENT ON DECK HOME; ENTERTAINMENT Video COLE MEDIA VENTURA PIST,RIBUT10N, INC.: Video CRAZY LEGS PRODUCTIONS FAST FORWARD'MARKETING Video CLAS$IC PIcTURES . VENTURA DISTRIBUTION, INC. Video CLASSIC VIEWS . VENTURA DISTRIBUTION, INC .. Video CLEVER PRODUCTIONS CLEVER PRODUCTIONS Video CHILD MANAGEMENT, INC. CHILD MANAG.EMENT INC Video COMMUNITY MUSIC, INC. HAL LEONARD PUBLISHING Video COUJMBIAITRI-STAR COLUMBIA TRISTAR f:lOME VIDEO Video COLUMBIAITRI-STAR (INTERNAL) INGRAM ENTERTAINMENT, INC Video COMMUNITY EXCHANGE VICTORY MULTIMEDIA Video CITY OF TRIBES COMMUNICATIONS VICTORY MULTIMEDIA .' Video COYOTE CREEK PRODUCTIONS COYOTE CREEK PRODUCTIONS Video CULTURE Q CONNECTION ARIZTICAL ENTERTAINMENT Video CQT RELEASING ARIZTICAL ENTERTAINMENT Video CRASH CINEMA'. VENTURA DISTRIBUTION, INC. Video CREATIVE DESIGN ART$, INC. C~.EATIVE DESIGN, ART, INC . Video CREATIVE LIGHT CREATIVE.L1GHT WORLDWIDE . Video CRITTER GITTERS VE~TURA DISTRiBUTlb~., INC. Page 104 of 109 115 ! ~:.: Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\CII137900B-Baker & Taylor A V & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Baker Taylor Manufacturer's Supplied Video/Audio Category Manufacturer Name Vendor Name ~~. Video CREATIVE VISION CREATIVE VISION Video CARVERGROUP VENTURA DISTRIBUTION, INC. Video CONSUMER VISIONS CONSUMER VISION, INC. Video CAMPUS VIDEO TOURS INC. VICTORY MULTIMEDIA Video CELEBRITY HOME ENTERTAINMENT CELEBRITY HOME ENTERTAINMENT Video DAVAL PRODUCTIONS VICTORY MULTIMEDIA Video DEF COMEDY JAM VENTURA DISTRIBUTION,. INC. Video DEBORAH FILMS VENTURA DISTRIBUTION, INC. Video DEJ VENTURA DISTRIBUTION, INC. Video DKMC INC. DKMC INC Video DESERT MOUNTAIN MEDIA VENTURA DISTRIBUTION, INC. Video DANCETIME PUBLIcATIONS BRICKMAN MARKETING Video DVD INTERNATIONAL DVD INTERNATIONAL Video ELLIOT BAY' FILM COMPANY ELLIOT BAY FILM COMPANY Video EDUCATION 2000 INC. VICTORY MULTIMEDIA Video . ELECTRIC EYE ENTERTAINMENT COR ELECTRIC EYE Video EDUCATIONAL FILMSTRIP & VIDEO EDUCATIONAL VIDEO NETWORK Video E.1. INDEPENDENT CINEMA VENTURA DISTRIBUTION, INC. Video ELITE ENTERTAINMENT ELITE ENTERTAINMENT, INC Video ENTERTAINMENT MARKETING GROUP WESTLAKE ENTERTAINMENT Video ENTERTAINMENT DISTRIBUTING ENTERTAINMENT DISTRIBUTING Video ENTERTAINMENT PROGRAMS ENTERTAINMENT PROGRAMS, INC Video FALL LINE PICTURES VENTURA DISTRIBUTION, INC. Video FOCUS FILMS FOCUSFILM , Video FRANCEE COVINGTON PRODUCTIONS FRANCEE COVINGTON PRODUCTION Video FIT & FIFtY PLUS INC. .FAST FORWARD MARKETING Video F.OX SPORTS NET VENTURA DISTRIBUTION, INC. I Video FANTASIA VENTURA DISTRIBUTION, INC. Video GIGGLEBUG FARMS PRODUCTION WESTLAKE ENTERTAINMENT I Video GREENWOOD/COOPER HOWE VIDEO FAST FORWARD MARKETING Video GODDESS LIFE VENTURA'OISTRIBUTIC)N, INC. Video GMG PRODUCTIONS GMG PRODUCTIONS Video GO' INCREASE VIDEO , GORDIAN PRODUCTIONS VICTORY MULTIMEDIA 1 Video I I Video. GUTHY RENKER VENTURA.DIST.RIBUTION, INC. Video GLOBAt.STAGE GLOBALSTAGE PRODUCTIONS I Video GUS ENTERTAINMENT VENTURA DISTRIBUTION, INC. I Video HUMANCARE INC HUMAN CARE, INC. I Video HUMAN KINETICS 'HUMAN KINETICS I . Vi~eo HAL LEONARD PUBLISHING HAL LEONARD PUBLISHING I Video HOLLYWOOD MOVIE CLAEiSICS CELEBRllY HOME ENTERTAINMENT Video HUMAN RELATIONS MEDIA HUMAN RELATIONS MEDIA I Video INCREASE VIDEO . INCREASE VIDE9 I Video INTERNAT'L CTR FOR CREATV THNK ; INTL CENTER FOR CRNE THINKING Video INDIEDVD VENTURA DISTRIBUTION, INC. I Vid~o IMPERIAL VENTURA DI$.TRIBUTION, INC. I Video IDEAL ENTERPRISES . UNICORN VIOEO Video INTERESTING FILMS FROM DIFFERE ARIZTICAL ENTERTAINrv1ENT i Video INDIAN HILL STUDIO VICTORY MULTIMEDIA ! Video INFANT LEARNING CO. INFANT LEARNING CO ! Video ISSHI,NRYU PRODUCTIONS ViCTORY MULTIMEDIA Video INNERVISIONS GROUP INNERVISIONSGRdUP 1 Video IMAGEWORKS LTD .. VENTURA DISTRIBUTION, INC. Video. JANUARY PRODUCTIONS JANUARY PRODUCTIONS I Video J.L. PACHNER LTD J.L PACHNr;:R LTD I JOHN SABELLA 'JOHN SABELLA & ASSOCIATES' I , Video . ' . Video JOCELYN RILEY PRODUCTIONS JOGEL YN RilEY PRODUCTIONS . I Video JTC:INC. . JTC,If\JC •. I Video KARATE'CONNECTION VICTORY MULTIMEDIA I Video KIDS ARE WORTH rr KIDS ARE WORTH IT" Page 105 of 109 I I 116 Professional Services I Rev June 2, 2010 I S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI I 137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing.doc Category Baker Taylor ManufactLtfer's SuppHed Video/Audio Manufacturer Name Vendor Name KIT PARKERFI,LMS VENTURA DISTRIBUTION, INC_ KALANJ.MUSIC BRICKMAN MARKETING KIT PA~KER FILMS VCI/FFI KID SAFETY TO AMERICA KlDSAFETY OF AMERICA KNOWLEDGE UNLIMITED, INC. KNOWLEDGE UNLIMITED, INC. KAREN VOIGHT VENTURA DISTRIBUTION, INC. KIDS VIDS INC C/O TELEPHONE DC KIDS VIDS INC C/O TELEPHONE DC KREATI,YE VIDEO PRODUCTS , VENTURA DISTRIBUTION, INC. L.A, KINGS VICTORY MULTIMEDIA LASERLIGHT DIGITAL DELTA MUSIC MUSIC INC LINCOLN MEDIA GROUP AMERICAN FILM PARTNERS LITTLE MAMMOTH,MEDIA LITTLE MAMMOTH MEDIA LARKIN ENTERPRISES LARKIN ENTERPRISES' LAR,KSPUR COMPANY LARKSPUR COMPANY LEARNING SEED LEARNING SEED L & S VIDEO INC. L & S VIDEO MANTRA FI,LMS VENTURA DISTRIBUTION, INC. MAVEN ENTERTAINMENT MAVEN ENTERTAINMENT, INC MALIBU BA~(FILMS VENTURA DISTRIBUTION, INC. MCA HOME VIDEO UMVD MIDDLEBROOK ENTERPRISE VICTORY MULTIMEDIA MACDADDY ENTERTAINMENT MacDaddy Entertainment MERIDIAN EDUCATION CORP MERIDIAN EDUCATION CORP MODERN ETIQUETTE MODERN ETIQUETTE MAIN EVENT VENTURA DISTRIBUTION, INC, MAGIC MUSIC PRODUCTIONS MAGIC MUSIC PRODUCTIONS MAGNUM VIDEO FAST FORWARD MARKETING MONUMENT ENTERTAINMENT VENTURA DISTRIBUT!ON,INC. MONTEREY 'HOME VIDEO . MONTEREY HOME VIDEO MRC RECORDS RECORDS VICTORYMUlTIMEDIA METAMORPHISIS PRODUCTIONS VICTORY MULTIMEDIA MVE VENTURA DISTRIBUTION, INC, MUSIC VIDEO PRODUCTS, INC. MVP HOME ENTERTAINMENT, INC MUSICIANS WORKSHOP MUSICIANS WORKSHOP.COM NORMAN BEERGER PRODUCTIONS VICTORY MULTIMEDIA· NORTH COA.ST Atv'lERICA DIST. VICTORY MULTIMEDIA NCU PRODUCTIONS NCU PROD.u,CTIONS NESAK VIDEO, NESAK INTERNATIONAL NEW VISION VIDEO/ATLANTIS-VIDE NEW VISION/ATLANTIS VIDEO NFL FILMS UNIVERSALMUSIC & VIDEO DIST Video Vldeo Vldeo Video Video Video Video Video Video Video Video Video Video 'Vldeo Vi,deo Video Video Video Video Vid<;lo Video Video Video Video Video Video 'Video Video Video, Video Video Video Video Video Video Video Video Video Vldeo Video Video Vid~o Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video' Video Video Video . NHLi-lciME VlPEO ' UMVD NO t,.IMIT REQORDSNENTURA VENTURA DISTRIBUTION, INC. NEW RIVER MEDIA NEW RIVER MEDIA ORBIT VIDEO FAST FORWARD MARKET!N.G OAK RIDGE EDUCATIONAL SERVlCES OAKRIDGE EDUCATIONAL SERVICES ON THE STREET PRODUCTIONS MVP'HOME ENTERTAINMENT, INC OUT & ABOUT PICTURES FAST FORWARD MARKETING PA.RAMOUNT HOME VIDEO PARAMOUNT HOME VIDEO PARKER PRODUCTIONS PARKER PRODUCTIONS PACIFIC ARTS VIDEO/AUDIO UMVD PEACH ENTERTAINMENT VENTURA DISTRIBUTION, INC. PH>< RELEASING ARIZTICAL ENTERTAINMENT PICTURE THIS! VENTURA DISTRIBUTION, INC. PLAYGIRL VIDEO NEW VISIONfATLAr\ITlS VIDEO, PACIFIC MEDIA ENIERTAINIV!ENT PACIFIC MEDiA ENTERTAINMENT POWER POINT ENTERTAINMENT ENTERTAINMENT PROGRAMS, IN.C . PRODUCTION ASSOCIATES BRICKMAN MARKETING',' PROSPERING NATURALLY VICTORY MULTIMEDIA· pERFECT 10 HOME.ENTERTAINMENT . VENTURA DISTRIBUTION,: INC, PARENTING RESOURCES INC. PARENTING RESOURCES, INC Page 106 of 109 117 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing, doc Baker Taylor Manufacturers Supplied Video/Audio Category Manufacturer Name . Vendor Name Video PASTIME TAPES VICTORY MULTIMEDIA Video POLYGRAM/USA HOME ENTERTAIMENT UNIVERSAL MUSIC.& VIDEO DIST Video R2 ENTERTAINMENT/STUDIOWORKS VENTURA DISTRIBUTION, INC. Video RA ABRAMS AND ASSOCIATES, IN VICTORY MULTIMEDIA Video REDWOOD PRODUCTIONS VICTORY MULTIMEDIA Video REGENCY HOME VIDEO TELEVISION REPRESENTATIVES INC Video REP-NET LLC REPNET, LCC Video RETRO MEDIA VENTURA DISTRIBUTION, INC. Video RM FILMS INTERNATIONAL VENTURA DISTRIBUTION, INC .. Video ROAN GROUPITROMA TROMA ENTERTAINMENT Video ROC DOC FILMS VENTURA DISTRIBUTION, INC. Video RAVEN RELEASING RAVEN RELEASING Video RODVEN VIDEO UMVD Vid~o SINGING BABIES SINGING BABIES CO Video STERLlNG·ENTERTAINMENT UAV CORP Video SEMG VIDEO VENTURA DISTRIBUTION, INC. Video SILVER MINE INCREASE VIDEO Video SISU HOME ENTERTAINMENT SISU HOME ENTERTAINMENT Video SUGE KNIGHT FILMS VENTURA DISTRIBUTION, INC, Video SKYLINE ENTERTAINMENT VICTORY MULTIMEDIA Video $KYHOUNDZ . SKYHOUNDZ . Video SUNLAND STUDIOS VENTURA DISTRIBUTION, INC. Video SLING SHOT ENTERTAINMENT VENTURA DISTRIBUTION, INC. Video SATURN PRODUCTIONS EDUCATIONAL VIDEO NETWORK Video SONY/COLUMBIA-TRISTAR COLUMBIA TRISTAR HOME VIDEO Video SRI RECORDS INC. SRI RECORDS Video SO·SO DEF VENTURA DISTRIBUTION, INC. Video SILVER SCREEN GEMS VICTORY MULTIMEDIA Video STAR VIDEO PRODUCTI'ONs VICTORY M~LTIMEDIA Video ST. CLARI PRODUCTIONS VICTORY MULTIMEDIA Video STAGE ONE PRODUCTIONS . STAGE ONE PRODUCTION Video STAGE FRIGHTPROD STAGE FRIGHT PRODUCTIONS Video STEP N' MOTION VIDEOS . BRICKMAN MARKETING Video STEEPLECHASE ENTERTAINMENT DEVINE ENTERTAINMENT CORP .. Video STRAND RElEASING VENTURA DlSTRIBUTION, INC. , Video SOUNDS TRUE· SOUNDS TRUE . Video STUDIOWORKS/FOX TV STUDIOS VENTURA DISTRIBlfrION, INC. Video TALBOT PRODUCTIONS TALBOT PRODUCTIONS Video TAUNTON PRESS TAUNTON PRESS. Video rAE-BO VENTURA DISTRIBUTION, INC. Video TOURDU MONDE" VICTORY MULTIMEDIA· Video TEMPE VIDEO·.. VICTORY MULTIMEDIA Video TYNDALE HOUSE PUBLISHERS TYNDALE HOUSE PUBLICATIONS Video i"iMElIFE VlDEOIFASTFORWARD FAST FORWARD MARK~ING ",ideo rIME·LlF~ KIDS VIDEO VENTURA OI.STRIBUTION, INC.· Video TEL~VISldN INNOVATION VENTURA DISTRIBUTION, INC. Video TOMKAT PRODUCTIONS VICTORY MULTIMEDIA . Video THOMAS & PARTNERS CO. . THOMAs & pARTNERS CO. Video TE·ACHERS PET PRODUCTIONS VICTORY MULTIMEDIA Video TERRA ENTERTAINMENT TERRA ENTERTAINMENT Video TRITON VENTURA DISTRIBUTION, INC. Video TROMP. TEAM VIDEO TROMA ENTERTAINMENT Video TIMING VIDEO VENTURES VENTURA DISTRIBUTION, INC. Video UNITED AMERICAN VIDEO UAV CORP Vld~o UNITED HOME VCI/FFI Video URBAN ENTERTAINMENT GROUP VENTURA DISTRIBUTION, INC. Video UNICORN VIDEO· UNICORN VIDEO Video . URBAN EDGE VENTURA DISTRIBUTION, INC. Video .VIDEO 11· . VICTORY MULTIMEDIA VideQ VIDEO ACTION SPORTS VENTURA DISTRIBUTION, INC, Page 107 of 109 118 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900B-Baker & Taylor AV & Processmg\Contract CII137900B-Baker & Taylor AV and Processing. doc Cate~ory Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Video Baker Taylor Manufactu.rer's Supplied Video/Audio Manufacturer Name Vendor Name VICTORY AUDIONIDEOSERVICES VICTORY. MULTIMEDIA VAW. ENTERPRISES V.A.W. 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WEST END FILMS INC WESTLAKE ENTERTAINMENT WI;STLAKE ENTERTAINMENT WICKED PICTURES WICKED PICTURES WILDERNESS VIDEO VICTORY MULTIMEDIA WILD LIFE INTERNATIONAL VICTORY MULTIMEDIA WORLDLINK WORLDLJNK INNET FAST FORWARD MARKETING WE SIGN (PRODUCTION ASSOCIATES BRICKMAN MARKETING WAVELEN.GTH RELEASING VENTURA DISTRIBUTION, INC, WORLDWIDE TRAVEL FILMS WORLDWIDE TRAVEL FILMS XT'REMEENTERTAINMENT VENTURA DISTRIBUTION, INC. ZEITGEIST VIDEO ZEITGEIST VIDEO AMBROSE VIDEO AMBROSE VIDEO PUBLISHING AMERICAN VISIONS , STAMATS.COMMUNICATIONS. ARTHUR CANTOR INC. ARTHUR CANTOR INC ·BRENTWOOQ HQME VIDEO BCI ECLIPSE LLC BEATNIKHOMJ;: ENTERTAINMENT MONARCH FILMS, INC BAKER & TAYLOR BAKER & TAYLOR ENTERTAINMENT CEREBELLUM CEREBELLUM CORP. CORPORf.,CION.fILMICA MEX CORPORACION FILM(CA MEXICANA CHOICES INC. CHOICES, INC CIVITAS' CIVitAS .CLAYTON PROQUCTIONS CLAYTON PRODUCTIONS Video . COLUMBIA RIVER ENTERTAINMENT G ALLEGRO SPECIAL MARKETS Video DIAMOND LU.PRODUqIONS DIAMOND.LU PRODUCnONS Video PROMEDIA PRODUCTIONS, INC. PR.o. MEDIA PIWDUCTIONS, INC Video EDVANTAGE MEDIA INC. EOVANTAGE MEDIA INC Video EXPRESSIONS IN ANIMATION EXPRESSIONS IN ANIMATION Video EME CORPORATION EME CORPORATION Video FILM ARCHIVES FILM ARCHIVES . Video GARETH STEVENS GARETH STEV!O:NS INC. Video GORDON BOSSIN ASSOCIATES ABA,INC Video GILAD PRODUCTIONS GILAD PRODUCTIONS. LTD Video GOLD MOON PRODUCTIONS GOLD MOON PRODUCTIONS,LLC Video GLOBAL NE;T PRODUCTIONS GLOBAL NET PRODUCTI0t:JS Video GR.EY DAWN PROD\JCTIONS GREY DAWN PRODUCTIONS Video GWCINC ... GWC1NC Video HEEBIE jEEBIE; MUSIC . HEEBIE JEEBIE MUSIC VideQ IVY CLASSICS VIDEO IVY VIDEO Page 108 of 109 119 ! p"', ..... , Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cl 1 137900B-Baker & Taylor A V & . Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc Category Video Video Video Video Video Video Video Video Video Video Video Video Video Video. Video Video Video Video Video Video Video Video Video Video. Video Video Video Video Video Video Video Video Video Video .Video Video Video Baker Taylor Manufacturer's Supplied Video/Audio Manufacturer Name Vendor Name JANSON ASSOCIATES JANSON VlDEO INC . JUST ENOUGH LEARNING JUST ENOUGH LEARNING CO J.D. HEADE CO. INC. MPL fiLM & VIDEO JVC ANTHOLOGY VIDEO MUL TICUL rURAL MEDIA LTD KCETVIDEO COMMUNITY TELEVISION OF KIDZ-MED, INC. KIDZ-MED INC KESTREL COMMUNICATIONS KESTREL COMMUNICATIONS,LLC LAURIE HEPBURN PRODUCTIONS LAURIE HEPBURN PRODUCTIONS LSL PRODUCTIONS LSL PRODUCTIONS, INC MOVIECRAFT, INC. MOVIECRAFT, INC. MEYCOR RESEARCH MEYCOR RESEARCH MARTIN HECKE;LMAN MARTIN HECKLEMAN AND COMPANY MOOSE SCHOOL HOME VIDEO MOOSE SCHOOL HOME VIDEO NEW KID HOME VIDEOIMARTIN TAHS NEW KlD HOME VIDEO NEW KlDHOME VIDEOITBP TRUST KFO NEW KID VIDEO NEW WORLP MUSIC NEW WORLD MUSIC PLATINUM DISC CORPORATION PLATINUM DISC CORP PELICULAS ALEXANDRIA VIDEO PELICULAS ALEXANDRIA PEARENT PRODUCTIQNS PEARENT PRODUCTIONS . PYRAMID HOME VIDEO PYRAMID FILMS CORPORATION QUALITY TIME EDUCATION INC. QUALIlYTIME EDUCATION,INC. ROBERT STEINFELD PRODUCTIONS ROBERT STEINFELD PRODUCTIONS SUNBURST COMMUNICATION SUNBURST SEGMENTS OF KNOWLEDGE· SEGMENTS OF KNOWLEDGE THINKING ALLOWED PRODUCTIONS THINKING ALLOWED PRODUCTIONS TOUCHSTAR PRODUCTIONS TOUCHSTAR PRODUCTIONS THINK MEDIA INC. WILLIAM K LOVE, INC THOUGHTSOURCE THOUGHT SOURCE VIDCREST VIDCREST VIDEO NATURALS COMPANY VIDEO NATURALS COMPANY .VANGUARD INTERNATIONAL CINEMA VANGUARD CINEMA VIDEO TOURS INC. VIDEO TOURS INC. VICTORIAN VIDEO PRODUCTIONS YARN BARN WELLSPRING MEDIA THE GENESIS PROJECT XENEJENEX HEALTH VIDEO XENEJENEX ZULA LTD ZULALTD AMVEST/HOTLINE SALES BCI ECLIPSE LLC Page 109 of109 120 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processing\Contract Cll137900B-Baker & Taylor AV and Processing.doc . I. IL ii III, ~': i' l" IV. ~'i V. VI •. ·vn. i' ~;vnI. t· X. XI. I~:XHHB'IT 8-1 category Definitions Adult Jrnde Hardcover Editions CO, C) (may Indude some spoken word audio materials) . High demand materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal, These titles are typically released In hardback and can be either fiction or current non·fictlon, Publisher promotional/media el<pend~ures and print runs are customarily higher for these titles than for most others. Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses). An example of a trade edition would be: ~ by John Grisham, ISBN: 0385510454, Juyenlle Trade Hardcover Editions (Jl High demand, Juvenile materials from widely distributed publishers designed for the general consumer, usually dealing wtth a subject matter having broad mass appeal, These tnles are typically released In hardback and can be either nctlon or current non-fiction. Publisher promottonaVmedla expenditures and print runs are customarily higher for these thles than for most others, Inventory Is maintained with preferred stock status (regularly stocked In three to four majOr warehouses), An example of a trade edition would be: A Llaht In the Attic by Shel Silverstein, ISBN: 00602,6737. Adult Quality PQDerbacfs Editions (Bf C) High demand paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found In bookstcres and other retail outlets. Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses). An example of a quality paperback would be: l1ll Sister's Keeper by Jodi Picoul!, ISBN: 0743454537. Juyenlle Quality paperback Editigns (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found In bookstores and other retail outlets. Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses), An example of a quality paperback would be: Charlotte's Web by E.S, WMe, ISBN: ~0644~05S7, Mass Market Papru"wk Edltlgns (P) A standard rack Size paperback typically found In bookstores or other retail outlets, An example of a mass market paperback would be: The Girl Who LOVed Tom ~ by Stephen King, ISBN: 0671042858. Single Edltlgn Reinforced (R) A high quality binding designed to proVIde a long shelf life In a heavy use environment. Although the binding Is fanned and glued It may not be sewn, which is typically found In .the publisher library edition, Subject content can Indude both fictional and non-fiction works appealing to Juveniles as well as adults. These bindings are Idenijfied by the publisher to Baker & Taylor. An example of a single edltlon reinforced binding would be: BunniaJla Strikes Agalnl By James Howe, ISBN 0689814631. publisher Llbrarx ~ditI9n. (Z) Action as well as non-fiction materials appealing to both Juveniles and adults, designed with the rugged durabllny required of the environment typically round In a library setting. publisher Ubrary Edttlons are traditionally of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding, These bindings are IdenURed by the publisher to Baker & Taylor. An example of a publisher library edition would be: If Xou GIVe A elg A pancake by Laura Joffe Numerofl', ISBN: 0060266872. Univera;tl( Press Trade ~ltlon6 (A)(may Indllde some spoken word audIo materials) This category would Include any University Press Trade Editions, both adult and Juvenile, and are subject to publisher reclassification. An example of a universny press trade edition would be: We Oxford C~moanlon to the Garden by Oxford University Press, ISBN: 0199551979, Text, Technical, Reference, Sma" press. and/gr Dtles orUm/ted Demand (5, X. f;j, L, M, V. If Uf Wf Letber Qt 4. Sf 6. 7, 8l category of materialS Includes, but Is not limited to, text, technical, reference, professional medical, small press, and some university press titles (exdudlng UnIVersity Press Trade Edltlons). It Includes titles purchased from publishers on a non·returnable baSis, those publishers that extend little discount to Baker &. Taylor, and publishers whose titles have limited sales volume based upon a seml·annual revieW. It Indudes Individual ~tles which do not qualify for preferred stock status (based .upon a quarterly review) and Individual tRies which qualify for preferred stock status, but have limited demand (calculated over a roiling 12 month period). Addttlonally, any publisher which Is not In compliance with some of Baker &. Taylor's purchasing requirements could be In this category. Materials In this category are both adult and juvenile and may be of any binding. Examples within this category would be: The Merck Index. ISBN: 0911910131, Strategies That Wer\<, ISBN: 1571103104 and Beauty and the East ISBN: 1566563879 Impgrt¢ English and Hgn·English Language EdltlpDS,CE.K.l,;U Titles produced and distributed outside of the domesttc US. These titles may be of any binding type and represent various publishers. Enhanced Service Progra(p Titles (y IQ) This category Includes materials where Baker & Taylor receives no discount from the publisher, or prepayment Is required by the publisher, or publishers which have restrictions on returns, or books of small or non-commercial publishers with limited sales VOlume based upon a semi-annual review. Any publisher which Is not In compliance with Baker &. Taylo~s purchaSing requirements would be In this category, Materials In this category may be of any binding. These tltles will receive no discount. An example within this category would be: Pat!)s to Recovery, ISBN: 0910034311, XII. SPOkeD WOrd Aydlo (H) Primarily abridged materials designed for the general consumer, usually dealing wtth a subject matter having broad mass appeal, These tltles can be either nctlon or ':. current non-fiction. An example of a prlmalily abridged spoken word audio would be: ~ by John Grisham, ISBN: 0739316443, ·~iXIII. ~ . XIV. xv. Board Bookli (I) Durabie materials from widely distributed domesttc publiShers designed for youll9 children; pages are manufactured of heavy gauge cardboard to prevent rearing. These editions typically feature few pages, simple themes and colorful illustrations or photographs. An example of a board book would be: Runaway Bunny by Margaret Wise Brown, ISBN: 0061074292. Nl!!!tt!!Y Items/Activity QOOks (1) Spedally packaged gift set Or novelty nom related to a book product or attached as an accessory to a book product, These Items would Ind,ude a book with toy, rag books, washable cloth books, books with accessories or kits, ele.etronlc sound books, sUcker books, tracing books or coloring books. this category also Includes any non-book merchandise such as model kits, hobby kits, flash cards or Jigsaw puzzles, An example of an ttem In this category would be: Chesterfield the P!q: Book and I.Q¥, ISBN 0307145077. . :;PII~'al Programs CD and E as indicated In Exhibit A) .' Programs, formats, or editions offered only by Baker &. Taylor or not Included In any other category. These programs Indude but may not be limited to PawPrlnts and Turtleback editions. Examples of Items In this category would be: Clifford's Valentines Day by Norman Bridwell, ISBN 1435201736 (PawPrtnl!i prebound edition) and Mr. putter and Tabby Spin the yam by CYnthia Rylant, ISBN 1417795565 (Turtleback prebound edltlon) 121 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER·CM FOLDERS\KA THY\Contra cts\Cll137900B·Baker & Taylor A V & Processing\Contract Cll137900B·Baker & Taylor AV and Processing. doc EXHIBIT C-l BILLING RATE DISCOUNTS I. CONSULTANT shall provide the following audio-visual formats for the Library and shall offer the following discounts off of list price: (See Category Definitions in Exhibit B-1) A. ADULT MEDIA MATERIALS DVDs Music on compact discs Music MP3s Audio books on CD (unabridged) Audio books on MP3 (unabridged) DVD-ROMs B. CHILDREN's MEDIA MATERIALS DVDs CD-ROMs DVD-ROMs Music on compact discs Audio books on CD Audio books on MP3 Discount 28.1 %** 26.0%** No Bid 45.4%* 45.4%* No Bid 28.1%** No Bid No Bid 26.0%** 45.4%* 45.4%* * This discount will apply to popular titles produced by widely distributed publishers. Not all spoken word audio titles meet these criteria. Other editions will be invoiced at the discount outlined in Categories I, II, VII, IX < X < or XI.. * * Titles which receive minimal supplier or which are under restriction, or titles produced by small, specialty Vendors will be invoiced at Manufacturer's suggested Retail Price. List Prices are manufacturer's suggested list prices, where available. In instances where no list price is provided by manufacturer, a list price will be assigned by CONSULTANT. 123 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\CII137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc CUSTOMIZED LIBRARY SERVICES AN MATERIAL PRICING PROPOSAL Based on the infonnation provided in the RFP, we are pleased to propose the following pricing for Audio Visual Material. Please note: Pricing is subject to change based on specifications or case changes. If the library requires alternate processing or cataloging requirements, it is at the discretion of CLS to adjust pricing accordingly. DVD CATALOGING AND PROCESSING DVD ............................ II ••••••••••••••••••••••••••• III .................................. III1 •••••• $5.25/UNrf* INCLUDES: 1. ADAPTIVE AND COpy CATALOGING UTILIZING Z39.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. REPACKAGE DVDs IN NON-STANDARD PACKAGING INTO STANDARD CASES 5. SPINELABEL 6. PROPERTY LABEL 7. BARCODE 8. HUBLABEL DVD PROCESSING ONLY ••••. u .......................... .:. ..................................... II ... $2.85/uNIT* INCLUDES: 1. PROJECT MANAGEMENT SUPPORT 2. REPACKAGE DVDs IN NON-STANDARD PACKAGING INTO STANDARD CASES 3. SPINE LABEL 4. PROPERTY LABEL 5. BARCODE' 6. HUBLABEL ADDITIONAL SERVICES AT THE LIBRARY'S REQUEST: DIGITAL MEDIA PROCESSING (ADDITIONAL) ............................................................................. $O.60/UNIT * TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE. THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT, INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. * A V CATALOGING AND PROCESSING PRICES FOR CDs AND DVDS ARE FOR BOTH SINGLE AND MULTIPLE DISC FORMAT. • BAKER & TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILITY. INVOICES ARE MAILED TO THE LIBRARY AT THE TIME INVOICING OCCURS. 125 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CI I 137900B-Baker & Taylor AV & . Processing\Contract CI I I37900B-Baker & Taylor A V and Processing. doc MUSIC CD CATALOGING AND PROCESSING MUSIC CD •••• ~ •••••••••• nl.III •••••••••••••••••••••••••••••••••.................... ., ••••••••••••••• $5.25/UNIT* INCLUDES: 1. ADAPTIVE AND COpy CATALOGING UTILIZING Z39.S0 PROTOCOL 2. ITEM LINK1NG 3. PROJECTMANAGEMENTSUPPORT 4. REPACKAGE CDs IN NON-STANDARD PACKAGING INTO STANDARD CASES S. SPINE LABEL 6. PROPERTY LABEL 7. BARCODE 8. HUBLABEL MUSIC CD PROCESSING ONLY ......................... ' .......................... IU ............ $2.85/UNIT* INCLUDES: 1. PROJECT MANAGEMENT SUPPORT 2. REPACKAGE CDs IN NON-STANDARD PACKAGING INTO STANDARD CASES 3. SPlNELABEL 4. PROPERTY LABEL 5. BARCODE 6. HUBLABEL ADDITIONAL SERVICES AT THE LmRARY'S REQUEST: DiGITAL MEDIA PROCESSING (ADDITIONAL) ............................................................................. $O.60/UNIT * TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE. THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT, INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. * AV CATALOGING AND PROCESSING PRICES FOR CDS AND DVDS ARE FOR BOTH SINGLE AND MULTIPLE . DISC FORMAT . • BAKER & TAYLOR'S PATh1ENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILITY. INVOICES ARE MAILED TO THE LIBRARY AT THE TIME INVOICING OCCURS. 126 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI1137900B-Baker & Taylor AV & Processing\Contract CII137900B-Baker & Taylor AV and Processing. doc EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITHAM BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. A WARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW" , , MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES NO YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY I BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000;000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULT ANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS,OFFICERS, AGENTS, AND EMPLOYEES. 1. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS 'PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL 127 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl1137900B-Baker & Taylor AV & Processing\Contract Cl1137900B-Baker & Taylor AV and Processing.doc NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. . 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (1O) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: J PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 128 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900B-Baker & Taylor A V & Processing\Contract Cll137900B-Baker & Taylor AV and Processing. doc '.;11 7 UI'" t'ALU AL 1 U t'Utl·~HA~t: UKUt:H 1 t:KIVI;:' AI'lU I.,UI'IUI1 IUN::; ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to rejec: any and aU quO'tations. to waive any Informalities. and, unless ottlerwise specified bv Seller. to accept any hem in a quotation. 8v accepung or filing this Purchase Order (P.O.I. Seller agrp.;aS I':> the utms and conditions herein whitn shall pre'J3i1 over any inconSistent provision in any form or other paper submilted by Seller. All shipments or ser'lices performed shall be deemed to have b~en made pursuant herelo. No other terms 31e acceptable. This P.O., inCluding 311 s!lecHicatrons and drawings. sr.all constitute the entire agreement between the parties unless mcdified in writing by CllV. CITY'S PROPERTY: Seller agrees that the information. tOOls. jigs. dies. or materials, and drawings. pimems, and specilication supplied or paid 'or bv Cit'l shall be and remain City propeuv and shall be held bV Seller for City unless direcled otherwise. Seller sh all account for such ilems and keep them protected, insured, and in good working conditions without ellplJnse to City. DELIVERY: The terms of delivery are as stated on the attachment hereof. lhe obligation of Saller to meet the delivery dates. specificalions. Md quantities sel forth herein is of the essence of this P.O. No boxing. packing. or cartage Charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if nOI. such quantities and times are specified pursuant to City's wriuen instruction. Items not delivered may be canceled without penalty 10 City. Shipments in greater or lesser quantity Ihat ordered may be returned at Seller's expense unless wriuen authorization is issued by City, PRICeS: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplles, sacvices and/or installations unless City e>l:press1y agrees otherwise in wriling. Notwithsunding the prices set forth the P.O. CitY shall receive the benefit of any general reduction In the price of any item lsi listed herein which may be made by Seller at any time prior to the last delivery of goods or services COllered by this P.O. TERMINATION: City shall have ehe right to terminate this P.O, or any pari thereol upon ten (10) days notice In writing 10 Seller. £11 Without Caose. City may terminate all or any part of this P.O. without cause. Any claim by Seller for damages due to termination withOUt cause must be submitted to City within thirty 1301 days afler effective date of termination. t21 For Cause. If Seller fails to make any delivery in accordance with the agreed delivery dale. delivery schedule. or otherwise fails to observe or comply with any 01 the other inSHuctions. terms, conditions or warranties applicable to lhis P.O., City msy. in addition to any other right or remedy pfovided by this p.O. or by la ...... terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase supplies or services elsewhere . on such terms or i(\ such manner as City msy deem appfopriat8 and Seller shall be liable to City for any cost and other expenses incurred by City which is charged to City. CHANGES: City shali hava the right at any time by ~ritten notice via P.O. Change Order to Seller to make changes in the specitications. the qucsntlfy of items called tor, delivery schedules. and requilements covering testing, packaging, or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made 10 w(lting with then 110) days after receipt by Seller of notice or' such change. Price increases or e>l:tensions of tie for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's PurchaSing Manager. INSPECTION: CitY shan have the right to inspect and approve or reject any materials. supplies, services and/or installations upon arrival of notice oJ completion prior to payment wilhout regard to the manner of shipment. completion, or any shipping or price terms contained in this P.O. All materials, supolies, services and/or installations must be furnished as s~ecified. 01 Defective. damaged. and nonconforming materials andlor supplies may be returned tI'Jr credit or refund, at Seller's expense .. City may charge Seller for all expenses of unpacking. e:<amining; repacking and reshipping of such materialS and/or supplies. 12J Defective, incorrect and nonconforming services and/or installations may be returned fOI credit or refund. at Seller'S expense. All 01 the above notwithstanding prior payment by City, 13) Seller's obligations to wave defects that exist. EXHIBIT E WARRANTY: Si!l1sf expre'5s1y warranlS that all mateflals, supplies, services and/or installations covered bY' this P.O. shall: (1) conform ~o the specifications, drawings. samples. or ?the, descriptions specified by CIty or if none are so specified, to Seller's standard spec,fi'-;:IH.on or the stsndardS of the ASTM or ANSI or uthat national siandard organlzatluns; (21 be new and unlesS specified to the ~ontrarv on the lace hereof. will be free from defects in material and workmansh,p and 'IIi11 be free of all hens and encumbrances and will conform to,any affirmation of facts made on the contalOer or label; 13) be adeQuately contained, packaged. marked, labeled and lor prOVIded in compliance with all applicable lederal and state laws and regulations Uncludlng materials deemed hazardous); 14) be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended); (5) be produced or transferred or disposed 01 as required by federal and stale laws and regulation under the conditions of the Toxic Substances Control Act; the HazardOUS Materials Control and Hazardous Waste Regulations; and other tOXIC laws and programs. Seller fuuher expressly agrees to protect. indemnify, and hold harmless City, its employees and agents for 8ny 10$5. damage. fins, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Seller's lailure to furnish materials or sIJpplies or perform services that conform with any warranty contained herein. [61 ha.ve good marketable title. GOVERNING LAW: This P.O, shall be governed by the laws of the State of California. INDEPENDENT CONTRACTOR. INSURANCE: Seller certifies, by acceptance, that he/she is an Independent contractor. Seller shall protect. defend. and indemnity and hold City harmless against all damages,lIability. claims, losses and expenses (including attorney's fees) arising out of, or resulting in any way from Seller's negligence in p(o\(idlng the goods or ser\(ices purchased hereunder 01 from any act or omission of Seller. its agents, employees, 01 subcontractors, Seller shall maintain such public liability insurance. Including contractual liability, automobile and general public liability, (including non-owned automobile liability) Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage. liabilities. claims, losses. and expenses (inclUding attorneys' feesl. Sener agrees to submit certificates of insIJrance, evidencing lis insurance coverage when requested by City_ EQUAL OPPORTUNITY CLAUS!:;: BV acceptance of this P.O., SE!trer cellUies it is in compliance with tM Equal Opportunity Clause required bv Executive Order 11246. as amended. and the Palo Alto Municipal Code, as amended. including Affirmative Action 'Compliance Programs for Veterans; Handicapped; and Minority eusiness. and other equal opponunity programs. FORCE MAJEURe: City may delay delivery or acceptance occasioned by causes beyond its conllOI. Selier shall hold such matenal supplies. services and or installations at the direction of City and shall deliver them when the cause affecting the delay has been ,emoved. CitY shall be responsible only for Setrers' direct additional costs in holdIng Iha goods or delaying performance 01 this P.O. and CitY's raquest Seller shall also be excused if dalivery is delayed by unforseen events beyond its reasonable conuol, provided SeUer notities CitY as $000 as they occur. City may cancel this p.O. if such delay exceeds thirty (301 days form the original dehvery date. Seller shall use its best efforts to grant preference to this P.O. over those of other cuStomers which wete placed after this P.O. AUTHORITY OF AGENT DR FACTOR: Seller represents thai, whenever it executes this P.O. on behall of a third party as an agent Of factot, it shall disclose the Bxislence 01 the agency Of factor relationship to City. Seller shall be deemed to have the legal authority to enter into this P.O. with City on behalf of the third party. INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the terms of this P.O. and Ihe 8Hached specification with respect to any obligation 01 Selter, the provision whicfl impose \l'1e greater obligations upon Selle! shall prevail. 129 Professional Services Rev. June 2, 2010 rrrfSAKER&TAYLOR -1------- , ATTAOHMENt A the future delivered Institutional Returns Policy L~_~. __ ~~.".-.. ~" .\: " ~ .. ____ .--.J .. , " " (Revised August 2007) The following guidelines are required to ensure prompt handling of your return. All product returns (excluding Book Leasing programs) require prior authorization from a Customer Service Representative. You may contact your appropriate representative vIa the toll-free number listed on your packing list. \ - How to Obtain Return Authorizatfon Please use the Return Authorization Form from your shipment's packing list to make all returns. Contact your Customer Service Representative_ for return authorization. All claims must be made within 45 days from the date of invoice. 1. 2. 3. 4. When calling for return authorization, please have the following information available; A. Return Authorization Form B. Your account number and ATS#from the shipment's packing list (located mid-page under the Return Authorization Form explanation) C. Reason for the claim/return D. Action being requested - 1. Replacement of product 2. Credit to your account; no replacement product necessary Your Customer Service Representative will assign your return an authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit. -.} Products incorr9cUy shipped by Baker & Taylor may be returned with authorizaUon within 45 days of the product's date of Invoice. Product(s) meeting the definition of Publisher defective may be returned with prior authorization within six months of the product's date of Invoice. Products purchased with value-added processing services which have been shipped as ordered are considered non-returnable. DAMAGED SHIPMENTS; If you receive a damaged carton(s) Which resulted In damaged product(s), please hold the product(s) and save the carton for Carrier Inspection. If the damage is visible at the time of delivery, bring it to the Carrier's attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Customer Service Representative via the toll-free number listed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortages. All claims must be made within 45 days from the product's invoice date. Please ensure you have received all cartons of a shipment prior to Signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For Information on making returns of damaged, defective, or' incorrect products,please contact your local International Sales Office or our International Customer Service Department In Momence, illinois (FAX: 815-472-9886). You may also refer to the website at http;/Iwww.btol.comiinternationallreturn. All returns should be sent to: Baker & Taylor Returns Center Department R 5055 W. 79th St. Indianapolis, IN 46268 130 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900B-Baker & Taylor AV & Processmg\Contract Cll137900B-Baker & Taylor AV and Processing. doc ATTACHMENT D CITY OF PALO ALTO CONTRACT NO. Cl1137900C AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BAKER & TAYLOR, INC. FOR PROFESSIONAL SERVICES PROVISION OF LIBRARY CONTINUATION SERVICES . This Agreement is entered into on this 1 st day of November, 2010, ("Agreement") by and between the CITY OF P ALO ALTO, a California chartered municipal corporation ("CITY"), and Baker and Taylor Inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvola Street, Suite 300, Charlotte, NC 28217 (PH) 800-795-7930 ("CONSULTANT") .. RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to CITY intends to procure Library Continuation Services for its various CITY Libraries (Project) and desires to engage a consultant to provide these services for the libraries, collectively referred to as ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall provide the Library Continuation Services as listed in Exhibit "B" and perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through October 31, 2013, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement .. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based· upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to Professional Services Rev. June 2, 2010 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULT ANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULT ANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the· work of any sub consultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a sub consultant. CONSULTANT shall change or add sub consultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the proj ect director to have supervisory responsibility for the performance, 3 Professional Services Rev. June 2, 2010 S;\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc progress, and execution of the Services. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City's project manager is Mary Minto, Library Division, 1213 Newell Road, Palo Alto, CA 94303, Telephone:650-329-2517. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate p:t;oject manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work purSU(illt to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable tim~ during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not 3 Professional Services Rev. June 2, 2010 S:\ASD\PURCIDSOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations. doc operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or ofthe provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18 .1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit liD". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subj ect to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 5 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the eventofa substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhislher discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addr~ssed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer Professional Services Rev. June 2, 2010 6 S:\ASD\PURCIDSOLIC1TATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Tay1or-Continuations.doc or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Proj ect Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred Purchasing policies which are available at the City's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULT ANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 3 0% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pillets to verify that pallets are not being disposed. SECTION 24. 'NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions ofthe Charter ofthe City of Palo Alto and the Palo Alto MunicipalCode. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following :qscal year, 7 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions ofthis Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5( d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 25.9 All unchecked boxes do not apply to this agreement. 25.10 The individuals executing this Agreement represent and warrant that they have Professional Services Rev. June 2, 2010 8 S :\ASD\PURCH\SOLICIT A TIONS\CURRENT BUYER -CM FOLDERS\KA THY\Contra cts\CI 113 7900C-Baker & Taylor Lib Continuations\Contract CII137900C-Baker & Taylor-Continuations.doc EXHlBlT A SCOPE OF SERVICES Baker & Taylor offers various levels of service-depending lipan-the requirements of the Library. The following response pr.ovides both a standard service approach (BTMA'RC) and a customized approach (Customized Services). Baker & Tay/or's Customized Library ServiCes (CLS) division has provided customized cataloging and . processing to libraries since 1989. Should the PACL opt for system and shelf ready materia? CLS has the experience and the expertise to exceed the library's expectations. . Standard ServIces Your orders are important to us, and we strive to produce accurate shipments with quality cataloging and'processing services. Following is a brief description of our product receipt and order fulfillment ~~ .. Inventory I Order Fulfillment As titles are received in our service center, they are "scanned in" by barcoge or UPC number. This· creates a unique identifier for each title. This identifier will always be associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is physically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Multiple CheckpOints Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processing Services Any orders requiring processing services are circulated through our Processing Department. Here, the order is checked against processing specification sheets. These sheets detail the cataloging /processing requested for the titles ordered on an accourit, as well as any special instructions aSSOCiated with the order. Processing sheets are developed only after the appropriate Library contact has reviewed and approved the specifications for the account. . . . Packing I Shipping After titles have been properly processed to specifications, they move forWard to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. . The destination address of the boxed order Is now verified against our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and Individual carton weight. Each carton' In a shipment is numbered, and the final carton also Indicates total carton count (e.g .. 1,2,3, and 4 of 4). . Customized Library services CustomIzed Services Baker & Taylor will work with the PACL library and its staff to develop and determine the required service specifications at no additionai'cost. Our project management approach is described below. Baker & Taylor's Customized librarY Services utilizes a team approach to working with libraries to help manage projects In the areas of Collection Development, Ongoing Cataloging and Pr(jcessing, and Opening Day Collections. The core of this team approach is our project management philosophy. Our project managers and support staff will work with the library to Insure that all requirements are ,-. 10 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc documented and understood, necessary resources are available, and that a proper framevyork for communication is in place. All ClS project teall.1s consist of the library staff, and a minimum of a project manager, an automation specialist/cataloging/processing manager, and an account coordinator. Collection development managers are included on an as needed basis. Team members are responsible for managing their assigned resources to complete the project. In turn, each team member works closely with the project manager to ensure compliance to all requirements. As a current customer,-PACL has an established ClS Project Team as outlined below. Upon award, ClS will work with the library to review your account structure, cataloging profiles, and processing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS Regional sales manager to determine what ·steps the CLS project team needs to take .. Our Service Ryan Gallagher Penny Prince Scott Crawford Amy Glaza Penny Ginn Project Manager Account Coordinator as Director of Sales Sales Consultant Cataloging Manager Cataloging services for the City of Palo Alto are available through Customized Library Services eClS). Customized Library Services' custom cataloging is BAKER & TAYLOR'S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. CLS wiil use one of two methodologies to perform cataloging services. Our preferred method is to access the Library'S ILS using the Z39.S0 protocol. Customized Library Servi<;es has partnered with The Library Corporation (TLC) to create a state of the art cataloging methodology that leverages Z39.50 protocol for accesSing the library's database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the· most current version of the library's cataloging records without the overhead of being directly online. Records obtained from the Library's database are saved to a library specific work file located in our secure cataloging utility. The records In the work file are uSed in the creation of spine labels and as a vehicle for providing item-linking information. Original cataloging (described below as well) will be performed as ne~ded. It should be noted that the cost for this alternate methodology could be different then the pricing quoted in this proposal. Major Features of the CLS Preferred Cataloging Methodology (Z39.50): Only authorized CLS catalogers have access to the library's database and work file. The cataloger will process material first by searching for a matching record in the library's database and work file simultaneously. A successful.search occurs when our cataloger matches the data elements found In the appropriate record tags. CLS considers the title, author, imprint/publishert editIon and date of publication when matching a record. During the ClS profiling, the project team will document the appropriate . attributes for matching records. When a matching record is found, the appropriate item level information (examples: barcode number, list price, collection code, etc.) is keyed and the record Is saved to the library's work file. If a record is not found in the library's database or work file! the ClS Bibliographic Database is searched, followed by LC MARC and the resource databases of nco Th~ CLS Bibliographic Database 2 11 Professional Services Rev. June 2, 2010 contains all CIP records upgraded to full MARC standards by CLS catalogers, as well as new records created by CLS original catalogers. If the record is not found in the above resources, the Library may also choose to have CLS search OCLC on their behalf for records not found In the library's catalog. Once a record is located in OCLC it is saved to the Library's work file and the record is updated to the Library's specifications. The option of utilizing OCLC will also help to minimize the Library'S need for original cataloging. Please note that the process of using OCLC is available upon CLS' receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library's behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding OCLC charges will be the reSponsibility of the Library. On a weekly basis, an electronic file Is sent to OCLC to update the library's holdings for all contributed records. When a full matching record Is found in one of the resource databases, It is upgraded to meet the library's specifications and the appropriate item tag is keyed. The record is then saved to the library's work file. If the matching record found is not a ful! 'level record, the record is upgraded to meet LC standards and is saved to the CLS. Bibliographic Database. The record 15 then further edited to meet the library's specifications and the appropriate item record is keyed. The record is then saved to the library's work file, The exception to a full level record would be that some AV pre-pub records are not . upgraded to full MARC standards. However, these records are upgradeable to the Library's local standards. If a matching record cannot be found in the multi-database search string, a request is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to AACR2. rules •. LC i;luthorlty files .are used to validate author and subject headings. Once the, record is created, it is saved Into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved In the CLS Bibliographic Database. The library's assigned cataloger is notified and the record will be edited to meet the library's specification and appropriate item tag is keyed. The sample records enclosed (Exhibit K) represent the minimum level of cataloging for AV materials. . Every title sent to the library will have a full MARC record with the appropriate Item tags. The records will either be new additions to the library's catalog, edited and modifIed to the library~s standards, or existing records from the library's catalog. When the cataloger has completed the order, laser printed label sets consisting of spine, barcode, bibliographic, and other labels as required by the library are printed. We have enclosed a photocopied sample in Exhibit J. The barcode is provided in a standard fonnat, with an eye readable number strip available. All other labels are customizable for font, pitch, boldness and italics. Options for iabel font include Courier, Times New Roman and Arial and pitches 12, 14, 16 and text can be left justified or centered. For thin books, we can provide one line spine labels arid for Picture Books we can provide a larger font author letter spine label. The library will supply a unique barcode range, barcode prefix, and symbology information. call number and bibliographic information is extratted directly from the MARC record to ensure accuracy. After the labels are printed, a file of MARC records corresponding to the titles In the order is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FTP server for the library to retrieve and load. The records are maintained on the Library's work file for historical reference. 3 12 Professional Services Rev June 2, 2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900C-Baker & Taylor Lib Continuations\Contract CII137900C-Baker & Taylor·Continuations.doc Processing The CLS department has over 350 trained professionals staffed to handle the library's customized requirements. These staff members are dedicated to meeting the library's requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched In our industry. After cataloging is complete, the processing department completes the physical processing of each item. The processors review the processing instructions gathered during profiling .. Following these instructions, the processor attaches the spine label, barcode, and any special labels required by the library. After the application of all physical components, the library's materials moye to the jacket selection area. Experienced technicians size the books so the . appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully processed, it is ready for the final and most Important stage in our CLS process, back audit. The back audit team is the final step In ensuring the material we ship to the library is of the highest quality and is In compliance with the library's profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the site visit •. Once the library's material passes this stage, the order is ready to be staged for delivery to the library. 13 Professional Services Rev June 2, 2010 S:\ASD\PURCIDSOLICIT A TIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\Cl I 137900C-Baker & Taylor Lib Continuations\Contract CII137900C-Baker & Taylor-Continuations.doc EXHIBITB Continuation Services Program Description Baker & Taylor has extensive knowledge and experience servicing the standing order requirements of public libraries, offering our library customers a Continuation Services program since 1958. Baker & Taylor's Continuation Services program is the most comprehensive program available In the industry. Only Baker & Taylor can provide ALL of the following standing order services to the City of Palo Alto: • 40,000+ series/title database • 14,000+ publishers • Free Price Quotation Service • Alternate-year cycling • Pre-Payment Incentive Plan • Free Comprehensive Management Reports • Variety of Subject Selection Lists • Dedicated Account Representation, Cynthia Hoffman, at (800) 775-3600, ext. 7287 • Navigator (quarterly publication of Continuations titles) • Individual Internet Address: http://compass.baker-taylor.com Our continuation services program will offer to the City of Palo Alto a database covering .40,000+ series representing in excess of 250,000 titles. These Include numbered and unnumbered monographic series, proceedings, non-subscription serials, sets in progress, selected U.S. government documents, and publications of the United Nations and other international agencies, as distributed in the U.S. Unlike other vendors In the Industry, B&T does not limit your selection of series and titles to a closed listing. B&T offers a wide variety of publishers and has an extensive offering In text, technical and reference series collections. The CS program monitors thousands of publishersl catalogs and trade journals to ascertain when the next issue(s) of relevant publications will be available and then ships the tltle(s) automatically as they are received from the publishers. COMPASS Compass, a web-based product, will enable the City of Palo Alto to access the CS program on the Internet! Using Compass, librarians can reduce time consuming phone calls and paperwork by modifying profiles, creating bibliographic searches, submitting claims, and developing management reports on-line, 24-hours a day. The benefits of this system Include: • View/modify your CS profile on-line. Subscribers can make title changes, add series, or review pending shipments at their convenience. • Access to Enriched Series/title database containing over 250/000+ series titles. Search options include: ISBN, title, publisher, author, editor, subject categories, and more. • On-line claims and new series request service-Now, claiming a specific issue or requesting new series is only a mouse-click away. Our program speCialists will constantly monitor submitted claims and provide daily updates, so subscribers can make informed decisions. • Alphabetical search function which enables a user to easily naVigate through their profiled series based on the first letter of a Series title. • A print profile feature allows a user to print or view a complete list of their profiled series from their own personal computer. 1 11 Professional Services Rev. June 2, 2010 • Pop-up messages to keep users Informed every step of the way, as they make modifications to their profile. • A detailed compass users manual which can be accessed d[rectly from the website. • A direct hyperllnk to a dedicated Customer Account Representative who will be able to answer questions, process requests, and research claims. Compass provides all available Issues within a specific serres -now the Library can complete incomplete sets, find missing back issues, or order extra copies of a popular series with just a few keystrokes. compass has been designed to be quIck and easy-to-use. Baker & Taylor has not employed any complex graphics, which can delay download time. The "point and click" Interface means that Information [s never more than a text box away, with no complex commands to remember or difficult menus to naVigate. The entire library staff will be able to use Compass without the need for time-consuming tra[nlng sessions or complicated user manuals. Please contact your Continuation Services Customer Service Representative, Cynthia Hoffman, at (800) 775-3600, ext. 7287 for additional information. Baker & Taylor's Continuation Services program also offers the following additional features: Publisher Flyer Program Promotional flyers from our vendor partners announcing "new & noteworthylf series, published 4- 6 times per year. FREE of Charge. The Navigator Quarterly publication of forthcoming titles. Free of Charge. The Core LIst, published annually, contains more than 1,500 titles covering a variety of subject areas, including: Business, Travel & Touris)11, Bibliographies, Computer Technology, Economics, Education, Occupations & careers, and much more. Libraries of all types can rely on this authoritative list to build or enhance their standing order collection. Each Core Listentry includes series ID, title, publisher, last title published, last date published, list price, frequency and special notes. Additional information, such as subtitle, title changes, and main series can be found In the "notes" column for selected entries. Free Price Quotation Service Submit a list of titles to our Continuations staff and they will provide a price quotation with the most recent issues available. FREE of Charge. Free Account Transfer Service Baker & Taylor can handle all of the time-consuming account transfer tasks, FREE of Charge. The Library only has to follow two simple steps: 1) Forward a not1fJcation letter requesting an account transfer with a supply of your Library's letterhead and envelopes. 2) Include your current standIng order titles listing including the publisher/vendor name and address for each title and the last issue received by the library. \ Baker & Taylor will take care of the rest including: 2 12 Professional Services Rev June 2,2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc • Forwarding cancellation notices to the applicable publisher/vendor • Periodic updates of pending titles, including additional requests to publisher/vendor • Confirmation of your current Baker & Taylor series profile to ensure all titles have been added. Comprehensive Management Reports Master profile reports, status reports, shipping & invoice histories, and Individual title reports are available in Excel and Word format. Baker & Taylor will also be happy to work with the Ubrary to provide customized financial reports as needed. For additional information, please contact Baker & Taylor's Continuation Services Department at (800) 775-3600. Pre-payment Incentive Plan Expand your purchasing power, reduce your administrative expenses, and guarantee fund expenditure by pre-paying your anticipated annual Continuation purchases. Upon receipt of payment (minimum deposit is $10,000), the library will automatically receive a 1.25% credit on future purchases of Baker & Taylor products and services. How to Order i B&T can accept CS orders via phone toll-free, by fax, mail, e-mall,or electronically on-line via COMPASS. Once the orders are received, your account representative will Immediately update the individual library's customized account profile(s). Weekly account profile conflrmatlons will be forwarded directly to the individual library address as necessary. Ordering Address: Baker & Taylor, Inc. Attn: Continuation Services 1120 US Route 22, East Bridgewater, NJ 08807-0885 Phone/E-mall: Telephone: (800) 775-3600 Fax: (800) 775-1600 E-mail: compass@baker:taylor.com 3 13 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc I. IL Ii ID. ~, !, f: IV. ;'; V. VI, . . VII. t: ~iVIII, x, XI, XII. ~il(III. ?: XIV. xv. category Definitions I. ~XHltItIT IlH Adult Trade Hardcover Editions (0. C) (may Indude some spoken word audIo materials) . High demand materials from widely distribUted publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically released In hardback and can be either fiction or current nOll-ftctIon. Publisher promotional/media expendnures and pt1nt runs are customarily higher for these titles than for most others. Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses). An example of a trade edition would be: ~ by John Grisham, ISBN: 0385510454. Juvenile Trade Hardcover Edition. (J) High demand, Juvenile materials from wldely.dlstrlbuted publishers designed for the general consumer, usually dealing wnh a subject matter haVing broad mass appeal, These titles are typically released In hardback and can be either nctlon or current non-fiction, Publisher promotional/media expendnures and print runs are t\IStOmarily higher tor these titles than for most others, Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses), An example of a trade edition would be: A light In the AttIc by Shel Silverstein, ISBN: 0060256737, Adult Quality ~Derb,ck EdiUnn. (B, C) High demand paperback materials from widely dlstl1buted publishers, other than the standard rack size paperback, typically found In bookstores and other retail outlets, Inventory Is maintained with preferred stock status (regularly stocked In three to four major warehouses), An example of a quality paperback would be: M\! Sister's Keeper by Jodi Picoult, ISBN: 0743454537, Juyenlle Qyallty paperback Editions (G) High demand, JUVenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found In bookstores and other retail outlets. Inventory Is maintained with preferred stock status (regulariy stocked In three to four major warehouses). An example of a qualny paperback would be: Charlotte'S Web by E,B, WMe, ISBN: 0064400557, Mass Market Paperback Editions (P) A standard rack Size paperback typically found In bookstores or other retail outlets, An example of a mass market paperback would be: The Girl Who Loved Tom ll2m2n by Stephen King, ISBN: 0671042858, Single Edition Reinforced (R) A high quality blndlng designed to proVIde a Igng shelf life In a heavy use enVironment Although the binding Is fanned and glued It may not be sewn, which Is typically found In ~e publisher library edition, Subject content can Indude both fictional and non-ftctIon works appealing to Juveniles as well as adults, These bindings are Idenijfied by the publisher to Baker &. Taylor, An example of a single edition reinforced binding would be: Bunnkula Strikes Acalnl By James Howe, ISBN 0689814631, publisher Libra!,,( EdWan. (Z) Rction as well as non-ficHon mate~als appealing to both juveniles and adults, designed with the rugged durabllny required of the environment typically found In a library setting, Publisher Ubrary Ednlons are trad~lonally of the highest quality, usually fanned, sewn and glued to provide the greatest posSible shelf life of ,my binding, These bindings are Idenijned by the publisher to Baker &. Taylor, An example of a publisher library edition would be: If Xou GIVe A elg A pancake by laura Joffe Numerofl', ISBN: 0060266872. University; PreU TIlde ~dlt!on. (A)(1I?8Y Indude some spoken word lJudto mater/als) This category would Include any Universny Press Trade Edltlons, both adult and JUVenile, and are subject to publisher reclasslficatlon. An example of a unlversny press trade edition would be: We Oxford Qlmoanlon to the Garden by Oxford University Press, ISBN: 0199551979, Text. Technical. Reference. sm." press. and lor ntles of Limited Demand (5. X. tj. L. M. V, L u, W. Letter Q. 4. 5. 6. 7. 8) category of materials Includes, but Is not limited to, text, technical, reference, professional medical, small press, and some university press titles (exdudlng University Press Trade Editions), It Includes titles purchased from publishers on a non·returnable baSiS, those publishers that extend little discount to Baker &. Taylor, and publishers whose tltles have limited sales volume based upon a semi-annual revieW, It Indudes IndMdual titles which do not qualify for preferred stock status (based upon a quarterly review) and Individual tlUes which qualify tor preferred stock status, but have limned demand (calculated over a roiling 12 month panod), Addttlonally, any publisher which Is not In compliance with some of Baker &. Taylor's purchasing requirements could be In this category. Materials In this category are both adult and juvenile and may be of any binding, Examples within this category would be: The Merck Index, ISBN: 0911910131, Strategies That wark, ISBN: 1571103104 and Beayty and the East ISBN: 15li6563879 Imoa!WI English and Non-English language EditIon. (F.K.l,3) Titles produced and distributed outside of the domestic US. These titles may be of any binding type and represent various publishers, Enhanced service program Title. (y/Q) This category Includes materials where Baker &. Taylor receives no discount from the publisher, or prepayment IS reqUired by the publisher, or publishers which have restrictions on returns, or books of small or non·commerclal publishers with limited S<lles volvme based upon a semi-annual review. Any publisher which Is not In compliance with Baker & Taylor's purchasing requirements would be In this category, Materials In this category may be of any binding. These tltles will receive no discount. An example wnhlrl this category would be: Pat!)s to p'ecovery. ISBN: 0910034311, SPOken Word AUdIo (H) Primarily abridged materials designed for the general consumer, usually dealing with a SIlbject matter haVing broad mass appeal, These titles can be either nctlon or current non-fiction. An example at a p~marily abrldged spoken word audio would be: ~ by John Grlsham, ISBN: 0739316443, Board Books (I) DUra!,le materials from widely distributed domestic publishers designed for young children; pages are manufactured of heavy gauge cardboard to prevent tearing. These editions typically feature few pages, simple themes and colorfullllustratlons or photographs, An example of a board book would be: Runaway Bunny by Margaret Wise Brown, ISBN: 0061074292, Novel!v 1telll!!'Activjtv 'logks (I) Spedally packaged gift set Or novelty ~em related to a book product or attached as an accessory to a book product, These Items would Indude a book with toy, rag books, washable cloth books, books with accessories or kits, electroniC sound books, sticker books, tracing books or coloring books. This category also includes any non-book merchandise sum as model kits, hobby kits, flash cards or Jigsaw puzzles, An example of an Kem In this category would be: Chesterfield the Pig: Book and IQ¥, ISBN 0307145077. . . SpecIal programs (0 and E as indIcated In Exhibit A) 11 Professional Services Rev. June 2,2010 · C··:.:··:,:·::·~·; Baker a Taylor, Inc. IEXHlifUT C· Discount Terms and Conditions of Sale (Continuation Services) Palo Alto City Library Palo Alto, CA Baker & Taylor, Inc. Is pleased to offer the discount terms and conditions contained In this Exhibit A-2. The pricing grid below provides discounts for h d ffedbBk I . !!8C pro uct category 0 re )Y a er & TaYlor . ; Product Category Definition * Price IndiCator Category I. Adult Trade Hardcover Editions o (zero) (Hardcover Trade Editions) (Popular Fiction & Non-Fiction) C (Hardcover Computer Books) n. Juvenile Trade Hardcover Editions J (Popular Fiction & Non-Fiction) m. Adult Quality Paperback Editions B (Paperback Trade Editions) (Popular Action & Non-fiction) C (Paperback Computer Books) IV. Juvenile Quality Paperback Editions G (Popular Action & Non-Rction) V. Mass Market Paperback Editions P , VI. Single Edition Reinforced (Juvenile) R VII. Publisher's Library Edition (Juvenile) Z VIII. University Press Trade Editions A IX. Text, Technical, Reference, Small Press, and/or S/XIN (Text, Technical, or Reference Editions) Titles of Limited Demand L (Hardcover Editions from Small, Specialty (May be of C\ny binding and Indudes non-trade University Press titles and some spoken word Publishers and/or 11tIes of Umlted Demand) audio) M (Paperback Editions from Small, Spedalty Publishers and/or Titles of Umlted Demand) T/UN/W/4/7/Letter 0 (SpeCialty Textbooks) 5/6/8 (Professional Medical Titles) Imported English and Non-English Language F/K/l/3 X. Editions XI. Enhanoed Servloe Program Y/Q XII. Spoken Word Audio (primarily abridged) H XIII. Board Books I XIV. Novelty Items/Activity Books I XV. SpeCial Programs, such as: -Paw Prints Editions 0 -Turtleback Editions E SlIding Scale' 1 Sliding Scale 2 1-3 copies/title 44.5% 4+ copIes/title 45.0% 1-3 copies/title 43.2% 4+ copies/title 43.7% DI5COunt 1-3 copies/title 44.5% 4+ copies/title 45.0% 1-3 copies/title 44.5% 4+ copies/title 45.0% 1-3 caples/title 43.2% 4+ copies/title 43.7% 1-3 copies/title 43.2% 4+ caples/title 43.7% 1-3 copies/title 43.2% 4+ copies/title 43.7% 11.1% 11.1% 11.1% 5 = 11.1 % 4 = 11.1% X = 11.1 % 7 = 11.1% N = 7.5 % L = Scale 1 ** Letter 0 = M = Scale 2 ** 11.1% T= 0.0 % U = 0.0% 5", 7.5 % V = 0.0% 6 = 11.1% W= 0.0% 8 = 11.1% F -0.0 % K = 11.1 % 1 = 0.0% 3 = 7.5% Q=7.S% Y = 0.0 % *** nla 1-3 ooples/tltle 44.5% 4+ copies/title 45.0% n/a 0= 0.0 % E= 0.0% * Please see Exhibit B for full category definitions, which are attached hereto and Incorporated herein by reference. MaterialS produced for TextStream print-on-demand services may fall into any category, depending upon the relationship established with the Individual content suppliers. \ ** Represents publishers with limited sales volume, based upon a semi-annual review and Individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). Also represents Individual titles which do not qualify for preferred stock status, based upon quarterly review. These titles may be of any binding type or publisher of origin. *** Titles where Baker & Taylor reoelves no discount from the pub.Jlsher or prepayment Is required by the publisher or publishers whose. titles have limited demand and/or non-commercial publishers will be Invoiced at list prioe. 1 of 2 (Continued on the followIng page) 12 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations.doc : (Continued) Baker & Taylor, Inc. Discount Terms and Conditions of Sale .uso, please note that: • Publisher's list price Is subject to change without notice. Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment. Baker & Taylor reserves the sole right to be the final determinant of product categories, category definitions and price Indicators. The discounts vary based on this determination. Titles are categorized by Baker & Taylor for pricing purposes by considering the binding, general marketing categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to relationships with publishers such as shipping terms, payment terms, publisher's discount, returnability to publishers and other factors. Product categories, category definitions and price indicators are subject to change at Baker & Taylor's sole discretion, without notice, based upon the above-described factors for categorizing titles. For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles a price In Its electronic catalog which Is based upon Baker & Taylor's estimate of market conditions. For imported titles where no publisher list price is assigned by the publisher for the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price In its electronic catalog which Is based upon Baker & Taylor's estimate of market conditions. For Paw Prints editions, Baker & Taylor will assign such titles a price in Its electronic catalog which Is based upon Baker & Taylor's estimate of market conditions. Tlties of limited demand or from small or specialty publishers generally are Induded In Product Category IX or Product Category XI. The discount terms and conditions in this Exhibit A-2 do not apply to Baker & Taylor's Approval Programs. Baker & Taylor provides an Invoice that identifies the publisher's current list price, the discount offered, and the exact price charged for each title ordered. Ubrary is a subscriber to our Title Source 3'blbJlographic database product. Please use your existing id in conjunction wIth the discount Information listed in exhIbIt A-2 to assist in the evaluation of our proposal 13 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900C-Baker & Taylor Lib Continuations\Contract Cll137900C-Baker & Taylor-Continuations,doc n~ a:> 5'0 ~"'5 §'~ ~n n; o (Zl ~o '" r a-08 :::~ w_ """0 ~z 0(Zl n--tl:l8 [~ f'\:>z ...,..., ~tJ:I -c ~ til g~ an §' ~ §.·cs Or ~ 0 "'"tIl g G; 8 ::c: ~ ~ a ~ o t;:; ....., ID o o i f'\:> ..., ~ Q f-' (.Jl ~ 8' :;o~ ~ ~. ~g ::l a en (Zl Nen N$. on -en 0", Palo Alto City Library Continuations Quote Form Title .... : :,:~,.>.:"' '.' .. Last YrJEd. . .llst Price of % .. Uttited:Net:,. 'Unit #of Ext~~~.; . . .~. "~". 'R~~#~ Next Yr ./Ed. Discount .:~~J~~~.2·~ :.~~t~: Copies PriceJGr:~!I~ , ..... ,.: .. "'-',',' . : Contes:; ..• ·:. .:.;. " ~.:. "'" .' 45 California Electrical Code 2007 Not currently a profiled series. but, may be set-up as such upon your reguest" ...... 46 California Energy Code 2007 Not. currently a profiled series but. may be set-up as such upon your request 47 California Fire Code 2007 Not currently a profiled series, but. ma be set-up as such upon your re uest .. 48 California Rre laws 2008 Need more information to research 49 California Government Code -supplement (Parker) 2008 Need more information to research 50 California Government Code (Parker -2 v.) 2009 Need more information to research i 51 california Landlord's Law Book. RiQhts and Responsibilities) (Nato) 2009 $44.991 43.70%1 $25.33 0 5 $126.65 52 California Landlords Law Book: Evictions (Nolo) 2009 $44.991 43.70%1 $25.33 0 5 $126.65 53 California Manufacturers Register (Harris) 2009 . $220.00! 0.00%1 $220.00 0 1 $220.00 '54 California Mechanical Code 2007 Not currently a profiled serles, but. may be set-up as such upon your request 55 California Penal Code 2009 $35.001 7.50%1 $32.381 0 1 2 ! $64.761 56 California Plumbing Code 2007 Not currently a profiled series, but, rna be set-up as such UDon your request 57 California Re!ail Survey . have none Need more informalion to research 58 California Road Atlas {ThomOlsl 2008 $19.951 4320% $11.33 0 1 $11.33 59 california Tenant's Rights (Nolo) 2010 $29.991 43.70% $16.88 0 5 $84.40 60 Car Book (Uftimale Car Sook) 2009 $19.951 4320% $11.33 0 3 $33.99 61 Career GuIde (Dun's) 01/09·01110 Publisher Direct 62 CalaloglngService Bulletin 2009 Publisher Direct 63 Catholic Almanac (OUT Sunday Visitor's) 2010 $32.981 43.20% $18.73 0 1 $18.73 64 Chase's Calendar of Events 2010 $75.001 . 7.50% $69.38/ 0 5 $346.90 65 Children's Catalog 2001109 Publisher Direct ,66 Children's Writer's and Illustrator's Market 2009 $29.991 43.20% $17.03 0 2 $34.06 --_ .. _._-_ .. 67 Chronicle Career College & Technology Databook 2008109 Series Ceased 68 Chronicle Financial Aid Guide 2009110 Series Ceased 69 College Board Book of Majors 2009 $26.99 43.20% $15.33 0 1 $15.33 70 College Soard Guide to Gettrng Fmancial Aid 2009 $21.99 43.20% $12.49 0 1 $12.49 .. '~~-'" 71 College Handbook w/disk (College Board) 2009 529.99 43.20% $17.03 0 2 $34.06 72 Columbia GrangE'.r's Index to Poe!Jy in Anll1oiogies 2006 $350.00 7.50% $323.75 0 1 $323.75 .~ .~.-73 Complete Guide to Prescription and Nonprescription Drugs 2010 $25.00 43.20% $14.20 0 3 $42.60 74 ConQress and the Nation: a Review of Governmen! and Polilics 2001 -2004 $345.00 7.50% $319.13 0 . 1 $319.13 .75 Consultants and Consulting Organizations Directory (2 v.) 2009 $1,326.00 7.50% $1,226.55 0 1 $1.226.55 ........ 76 ConterrlpOrary Artists (St James) 2002 $346.00 7.50% $320.05 0 1 $320.05 77 Contemporary. Novelists .2001 $260.00 7.50% $240.50 0 1 $240.50 78 Contemporary Poets 2001 $260.00 7.50% $240.50 " 0 1 $240.50 79 Corporate Directory of U.S. Public Companies 2009 $368.00 0.00% $368.00 0 1 $368.00 80 CountY and City Data Book (Bureau of the Census) 2007 $75.00 11.1{)% $66.68 0 1 $66.68 81 CRB CommoditY Yearbook & CD ROM 2010 $200.00 44.50% $111.00 0 1 $111.00 82. CSG State Directory. Directory !: Elective Officials 2010 $65.00 7.50% S60.13 0 1 $60.13 .83 eSG State Directorv. Directory U;State Legislative Leadership. Committees 2010 $65.00 7.50% $60.13 . 0 1 $60.13 84 CSG State Directory. Directory III: Administrative Officials 2008 $65.00 7.50% $60.13 0 1 $60.13 85 Current BioQraphy -vearbook 01/09 -12109 $180.00 11.10% $160.02 0 1 $160.02 86 Current Medical Diagnosis and Treatment 2010 $75.00 11.10% $66.68 0 4 $266.72 87 Decisions of the United States Su[>!'eme Court 2008/09 $108.QO ---0.00% __ ~J_~Q() ()-__ ~t $108.00 2 of 18 ,rl7122/10 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITHAM BEST'S KEY RATING OF A-:VII, OR IDGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW' , , MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES NO YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RES ULTANTAGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULT ANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. . A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY 32 Professional Services Rev June 2,2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900C-Baker & Taylor Lib Continuations\Contract CII137900C-Baker & Taylor-Continuations.doc THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 33 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CII137900C-Baker & Taylor Lib Continuations\Contract CII137900C-Baker & Taylor-Continuations.doc t.;J J 7 VI"" t'ALV AL J U t'UM·~HA;:'1:: UKIJt:M J t:KIV\::> AJ'IIU l,UI'IIUIIIUN:> ACCePTANCE/AGREEMENT: CitY of Palo Alto ICity' reserves the lighl to (!jec: any and all qU>:It3tions. to waive any Informalities. and, unless otherwise specified by Seller. to accept an" item in a quotation. e',. acceollng iJf filir.g [his Purchase Order IP.O.', Seller agrees t-:l the tErms and conditions herein whicn shall pre'Jail over any inconSistent provision in any form or orhef paper submilted by Seller. AU shipments or sel'lices performed shall be deemed to have b~E:n made purSuant herela. No other terms are acceptable. This P.O., including 311 soacilieallons and drawing:;, st:all conStj~lite the entire agreement between the patties unless mcdihed in writing by CltV. crrv'S PROPERTY: Seller agrees that the information. tools, jigs. dies. or materials. and dlawings. patlerns, and specification supplied or paid for bv City shall be and remain Citv propBlty and shat! be held by Seller for City unless directed otherwise. Seller sh all account tor such items and keep them protected, insured. and in good working conditions without exp'3nse to City. DELIVERY: The terms of delivery are as stated on the auachment hereof. The obligaTion of Seiler to meet the delivery dates, stlBcifications, and Quantities sel forth herein is 01 the essence of this P.O. No boxing. packing. or cartage charge will be allowed unless authorized by this P.O. Deliveries are to be made both in Quarn!ties and at times specified herein or, if not, such qtJamities and times are specified pursuant to City's written instruction. Items nOt delivered may be canceled without penahy to City. Shipments in greater or lesser quantity that ordered may be returned at Seller's expeflse unless written authorization is issued by City. PRiCes: lhe price which Seller charge$ in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplies, services and/or instai1ations unless City expfeSS1y agrees otherwise in writing. NOtwithstanding the prices set forth the P.O. City shall\ receive the benefit of any general reduction in the price of any itemls) listed herein which may be made by Seller at any time prior to the last delivery of goods or services CO\lered by this P.O. TERMINATION: City shall havf.l (he tight to terminate this P.O. or any part thereof upon ten (101 days notiCE!: in writing to Seiler. 111 Without Cause. City may terminate all or any part of this P ,0. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty 1301 days alter etcective date of termination. 121 For Cause. If Seller fails to make any delivery in accordance with lhe agreed delivery crate, delivery schedule. or otherwise fails \0 observe 01 comply with any of the other instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to any other right or remedy pfovided by this p.O. or by law. terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase sUDPlies or services elsewhere on sucl1 terms or io such manner as City may deem appropriate and Seller shall be liable to City lor any COSt and other expenses incurred by City which is charged to City. CHANGES: City shall have the right at any time by written notice vi~ P.O. Change Order to SeMef to make changes in the specifications. the Quantity of items called for, delivery SChedules, and requirements covering testing, packaging. or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then (101 days after ,ecelpl by Seller of notice of such change. Price increases or extensions of tie for delivery shall not be binding on Cily unless ev1denced by a P.O. Change Order issued by City'S Purchasing Manager. INSPECTION: City shall have the right to inspect and approve or reject any materials, supplies, services and/or inslallations upon arrival of nOlice of completion tlrior to payment without regard to the manner of snipmeOl, completion, or any shipping or Drice terms contained in this P.O. All materials, supolies, services and/or installations must be furnished as sj:ecilied. (1) Defective, damaged. and nonconlorming materials andlor supplies may be returned 'I)r credit or refund, at Seller's expense. City may Charge Seller for all expenses of unpacking, uamining; repacking Bnd reshipping of such materials and/or supplies. t21 Defective, iocollect and nonconformIng services andlor Installations may be returned lor credit or relund. at Selier'S expense. All 01 the above notwithstanding ptior oayment by City. 131 Selle,'s obligations to wave defects that exist. EXHIBIT E WARRANTY: S~l1er eXPfll'aly warrants that all materials. supplies·, services and!or installations covered by this ?O. shall: 111 conform ~o the specifiC3tions. drawings. samoles, or 'lIMr descriptions specified by CIty or if none are so specified. to Seller's standard sDec,fi~atlon or (118 standards of the ASTM or ANSI or \It/1er national standard orgamZatLons; 121 be new and unless specified to the contrary on ~he !ace tlerecf. will be flee Irom defectS in material and workmanshIp and will be free of aI/liens and encumbrances and will conform to,any affirmation 1.11 facts made ony~e contaIner or label; 131 be adequately conuined. packaged: marked, labeled and/or prOVIded in compliance with all atlPlicable fedelal and state laws and regulations {including materials deemed hazardousl: 141 be performed within the rules and regulations of the Occupational Safety and Heahh Act ot 1970 las amendedl; (51 be produced or transferred or disposed of as required by federal and stale laws and regulation undel the conditions of the Toxic Substances Contlol Act; the Hazardous Materials. ConHol and Ha18rdous Waste Regulations; and other tOXIC laws and programs. Seller further expressly agrees to protect. indemnify, and hold harmless City. its employees and agents for My loSs. damage, tine. liability, fee [including reasonable charges and feesl or expense ariSing in connection with or resulting from Seller's faHure to furnish materials or soppljes or perform services that conform with any warranty contained herein. 161 have flOod mar"-elable tille. GOVERNING LAW: This P.O. shall be governed by the laws of the State of California. INDEPENDENT CONTRACTOR. INSURANCE: Seller cBltifies, by acceplance, that he/she is an Indeptndent contractor. Seller shall protect, defend, and indemnify and hold City harmless against all damages, liability, claims, losses and expenses (including anOrCley's feesl arising out of • or resulting in any way from Seller's negligence in providing the goods or services purchased hereunder 01 from any act or omission of Seller, its agents, employees. or subcontfactofs, Seller shall maintain such public liability insurance. including contractual liability. automobile and general public liability, (including non-owned automoblle liabilityl Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage, iiabilities, claims, losses. and expenses linclu(Jing attorneys' feesl. Seller agrees to submit certificates 01 insurance. evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: By acceptance 01 this P.O., Seller certifies it is in comtlliance with the Equal Opportunny Clause required by Executive Order 11246, as amended, and the Palo Alto MlJn~cipal Code, as amended, including Affirmative Action Compliance Programs for Veterans; Handicapped; and Minority eusiness, and other eCjual opportunity programs. FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such matenal supplies, services and or. insta~lalions at the direction of City and shall deliver them when the cause affecting the delay has been removed. City shall be responsible ~nly for SeUers' direct additional costs in holding the goods or delaying performance of this P.O. and CitY's request. Seller shall also be excused if delivery is delayed by unforseen events beyond Its reasonable contrOl. provided Seiler notifies City as soon as they occur. City may cancel this P .01 if such delay exceeds thirty (301 days form the original dehvery date. Se1ler shall use its .best efforts to grant preference to this P.O. over those of other customers which were placed after this P.O. AUTHORITY OF AGENT OR FACTOR: Selier represents that, whenever it executes this P.O. on behall of a third party as an i!Igent or factor, it shall disclose the existence of the agency or factor relationship 'to City. Seller shall be deemed to have [he legal authority to enter into this P.O. with City on behalf of the third party. 34 INTERPRETATION OF CONTRACT DOCUMENTS: In the e\lent of a conflict between the terms of this P.O. and the attached specification with respect to any obligation of Seller, the provision which impose ttle grealer obligations upon Sellet shall prevail. Professional Services Rev. June 2, 2010 .•... '. , rrrr B A K E R & T A Y LOR the future delivered Institutional Returns Policy !-_ .. --- , A TTAPHMEN't A ],' ~_~ _____ ........ u..-:. ~.'.'_' .\:', ~ .. _____ .~., (Revised August 2007) The following guidelines are required to ensure prompt handling of your return. All product returns (excluding Book Leasing programs) require prior authorization from a Customer Service Representative. You may contact your appropriate representative via the toll-free number listed on your packing list. How to Obtain Return Authorizatfon Please use the Return Authorization Form from your shipment's packing list to make all returns. Contact your Customer Service Representative. for return authorization. All claims must be made within 45 days from the date of Invoice. 1. When calling for return authorization, please have the following information available: A. Return Authorization Form B. Your account number and ATS#from the shipment's packing list (located mid-page under the Return Authorization Form explanation) C. Reason for the claim/return D. Action being requested - 1 . Replacement of product 2. Credit to your account; no replacement product necessary 2. Your customer Service Representative will assign your return an authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. 3. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for retums lost in transit. 4. Products incorrectly shipped by Baker & Taylor may be returned with authorization within 45 days of the product's date of Invoice. Product(s} meeting the definition of Publisher defective may be returned with prior authorization within six lTionths of the' product's date of invoice. Products purchased with value-added processing services which have been shipped as ordered are considered non-returnable. DAMAGED SHIPMENTS; If you receive a damaged carton(s} which resulted In damaged product(s}, please hold the product(s) and save the carton for Carrier Inspection. If the damage is visible at the time of delivery, bring it to the Carrier's attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Customer Service Representative via the toll-free number listed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortages. All claIms must be made within 45 days from the product's invoice date. Please ensure you have received all cartons of a Shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For Information on making returns of damaged. defective, or incorrect products, please contact your local International Sales Office or our International Customer Service Department in Momence, Illinois (FAX: 815-472-9886). You may also refer to the website at http;/Iwww.btol.com/international/return. All returns should be sent to: Baker &,Taylor Returns center Department R 5055 W. 79th 51. Indianapolis, IN 46268 35 Professional Services Rev June 2, 2010 S:\A~D\P~RCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900C-Baker & Taylor Lib ContmuatlOns\Contract Cll137900C-Baker & Taylor-Continuations.doc ATTACHMENT E CITY OF PALO ALTO CONTRACT NO. Cl1137900D AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BAKER & TAYLOR, INC. FOR PROFESSIONAL SERVICES PROVISION OF LIBRARY CATALOGING AND PROCESSING SERVICES This Agreement is entered into on this 1 st day of November, 2010, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Baker and Taylor Inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvola Street, Suite 300, Charlotte, NC 28217 (PH) 800-795-7930 ("CONSULTANT") .. RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to CITY intends to procure Library Cataloging and Processing Services for its various CITY Libraries (Project) and desires to engage a consultant to provide these services for the libraries, collectively referred to as ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall provide the Library Cataloging and Processing Services as listed in Exhibit "B" and perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through October 31,2013, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement. . Any Services for which times for performance are not specified in this Agreement shall Professional Services Rev. June 2, 2010 be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for provision of the Library Cataloging and Processing Services, as listed in Exhibit B, and for the performance of the Services described in Exhibit "A", including both payment for materials and services, including processing and shipping and freight, shall not exceed Eighty Nine Thousand Dollars ($89,000.00) over the Three Year Term of Agreement. Annual Not to Exceed amounts include: a) $26,000 in year 1 (November 1,2010 through October 31, 2011) b) $31,500 in year 2 (November 1,2011 through October 31, 2012) c) $31,500 in year 3 (November 1,2012 through October 31, 2013) The applicable Costs for Library Cataloging and Processing Services are set out in Exhibit "C", entitled "COSTS," which are attached to and made a part of this Agreement. Additional· Services, if any, shall be authorized in accordance with and subj ect to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices to the CITY describing the materials purchased and services performed and the applicable charges, based upon the CONSULTANT's Cost Sheet (set forth in Exhibit "C"). CONSULTANT shall be paid for materials received by CITY. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and sub consultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the materials to be provided and services to be furnished by CONSULTANT under this' agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. 2 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc . SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or arnbiguitiesin the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval ofthe city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a sub consultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the proj ect director to have supervisory responsibility for the performance, 3 Professional Services Rev. June 2, 2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & 'Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing.doc progress, and execution of the Services. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or-replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City's project manager is Mary Minto, Library Divisi()n, 1213 Newell Road, Palo Alto, CA 94303, Telephone:650-329-2517. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY,and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULT ANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not 3 Professional Services Rev. June 2,2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\CI I 137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation ofthe same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy o~ policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best':s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subj ect to the approval of CITY's Risk Manager and will contain an endorsement stating that the im;urance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 5 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processing\Contract CI1137900D-Baker & Taylor-Cataloging and Processing.doc 19 .2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereofto CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY , CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhislher discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance ofthis Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no p~rson who has or will have any financial interest under this Agreement is an officer Professional Services Rev. June 2, 2010 6 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing. doc or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State ofCalifomia. 21. 3. If the Proj ect Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the City'sEnvironmentally Preferred Purchasing policies which are available at the City's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or compo sting waste. In partiCUlar, Consultant shall comply with the following zero waste requirements: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consu,ltant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty ( a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, 7 Professional Services Rev. June 2, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing. doc or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion ofthe fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 25.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 25.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, ~ attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5( d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 25.9 All unchecked boxes do not apply to this agreement. 25.10 The individuals executing this Agreement represent and warrant that they have Professional Services Rev. June 2, 2010 8 S:\ASD\PURCH\SOLlCITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc EXHIBIT A SCOPE OF SERVICES Baker & Taylor offers various levels of service-depending iipon-iherequirements of the Library. The following response provides both a standard ~ervlce approach (BTMA'RC) and a clIstomized approach ,(Customized Services). . Baker & Taylor's Customized Library ServiCes (CLS) division has provIded customized cataloging and ' processing to libraries since 1989. Should the PACL opt for system and shelf ready material CLS has the experience and the expertise to exceed the library's expectations. . Standard ServIces Yolir orders are important to us, and we strive! to produce accurate shipments with qualtty cataloging and' processing services. Following is a brief description of our product receipt and order fulfillment ~~~ " Inventory I Order Fylfillment As titles are received in our service center, they are "scanned In" by barcode or UPC number. This' creates a unique identifier for each title. This identifier will always be associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is physically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. MultiRle Checkpoints Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processing Services Any orders requiring processing services are circulated through our Processing Department. Here, the order Is checked against processing specification sheets. These sheets detail the cataloging , /processing requested for the titles ordered on an account, as well as any special instructions associated with the order. Processing sheets are developed only after the appropriate Library contact has reviewed and approved the speCifications for the account. ' ' Packing I Shipping After titles have been properly processed to specifications, they move forward to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. . The destination address of the boxed order Is now verified against our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and Individual carton weight. Each carton In a shipment is numbered, and the final carton also Indicates total carton count (e.g .. 1,2,3, and 4 of 4). ' Customized Library Services CustomIzed Services Baker & Taylor will work with the PACL library and its staff to develop and determine the required service speCifications at no additional cost. Our project management approach is described below. Baker & Taylor's Customized librarY Services utilizes a team approach to working with libraries to help manage projects In the areas of Collection Development, Ongoing Cataloging and Pro,cessing, and Opening Day Collections. The core of this tearn approach is our project management philosophy. Our project managers and support staff will work with the library to Insure that all requirements are '-, 10 Professional Services Rev, June 2, 2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI 1137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing,doc documented and understood, necessary resources are available, and that a proper frameV10rk for communication is in place. All CLS project teal'11s consist of the library staff, and a minimum of a project manager, an automation specialist/cataloging/processing manager, and an account coordinator. Collection development managers are included on an as needed basis. Team members are responsible for managing their assigned resources to complete the project. In turn, each team member works closely with the project manager to ensure compliance to all requirements. As a current customer, PACL has an established I:LS Project Team as outlined below. Upon award, ClS will work with the library to review your account structure, cataloging profiles, and processing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the ClS Regional sales manager to determine what steps the ClS project team needs to take .. Our Service Ryan Gallagher Penny Prince Scott Crawford Amy Glaza Penny Ginn Project Manager Account Coordinator as Director of Sales Sales Consultant Cataloging Manager cataloging services for the City of Palo Alto are available through Customized Library Services (ClS). Customized LIbrary Services' custom cataloging is BAKER & TAYLOR'S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. CLS wiil use one of two methodologies to perform cataloging services. Our preferred method is to access the library'S ILS using the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TLC) to create a state of the art cataloging methodology that leverages Z3950 protocol for accesSing the library's database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the' most current version of the library's cataloging records without the overhead of being directiy online. Records obtained from the Library's database are saved to a library specific work file located in our secure cataloging utility. The records In the work file are used in the creation of spine labels and as a vehicle for proylding item-linking information. Original cataloging (described below as well) will be performed as needed. It should be noted that the cost for this alternate methodology could be different then the pricing quoted in this proposal. Major Features of the CLS Preferred Cataloging Methodology (Z39.50): Only authorized CLS catalogers have access to the library's database and work file. The cataloger will process material first ~y searching for a matching record in the library's database and work file simultaneously. , A successful search occurs when our cataloger matches the data elements found In the appropriate record tags. CLS considers the title, author, imprint/publisher, editIon and date of publication when matching a record. During the CLS prOfiling, the project team will document the appropriate . attributes for matching records. When a matching record is found, the appropriate item level information (examples: barcode number, list price, collection code, etc.) is keyed and the record Is saved to the library's work file. If a record Is not found in the library's database or work file, the CLS Bibliographic Database Is searched, followed by lC MARC and the resource databases of 11-C. The ClS Bibliographic Database 2 11 Professional Services Rev. June 2. 2010 contains all CIP records upgraded to full MARC standards by CLS catalogersr as well as new records created by CLS original catalogers. If the record is not found in the above resources, the Library may also choose to have CLS search OCLC on their behalf for records not found in the library's catalog. Once a record is located in OCLC it is saved to the Library's work file and the record is updated to the Library's specifications. The option of utilizing OCLC will also help to minimize the Library's need for original cataloging. Please note that the process of using OCLC is avaflable upon CLS' receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library's behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding \ OCLC charges will be the responsibility of the Library. On a weekly basis, an electronic file Is sent to OCLC to update the library's holdings for all contributed records. When a full matching record Is found In one of the resource databases, it is upgraded to meet the library's specifications and the appropriate Item tag is keyed. The record is then saved to the library's work file. If the matching record found is not a full 'level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographic Database. The record Is then further edited to meet the library's specifications and the appropriate Item record is keyed. The record is then saved to the library's work file, The exception to a full level record would be that some AV pre-pub records are not . upgraded to full MARC standards. However, these records are upgradeable to the Library's local standards. If a matching record cannot be found in the multi-database search string, a request is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to AACR2 rules •. Le authority files .are used to validate author and subject headings. Once the record is created, it is saved Into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved in the CLS Bibliographic Database. The library's assigned cataloger is notified and the record will be edited to meet the library's specification and appropriate item tag is keyed. The sample records enclosed (Exhibit K) represent the minimum level of cataloging for AV materials. . Every title sent to the library will have a full MARC record with the appropriate item tags. The records will either be new additions to the library's catalog, edited and modified to the library~s standards, or existing records from the library's catalog. When the cataloger has completed the order, laser printed label sets conSisting of spine, barcode, bibliographic, and other labels as required by the library are printed. We have enclosed· a photocopied sample in Exhibit]~ The barcode is provided in a standard format, with an eye readable number strip available. All other labels are customizable for font, pitch, boldness and italics. Options for label font include Courier, Times New Roman and Arial and pitches 12, 14, 16 and text can be left justified or centered. For thin booksr we can provide one line spine labels and for Picture Books we can provide a larger font author letter spine label. The library will supply a unique barcode range, barcode prefix, and symbology information. . call number and bibliographic information is extracted directly from the MARC record to ensure accuracy. After the labels are printed, a file of MARC records corresponding to the titles In the order is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FrP server for the library to retrieve and load. The records are maintained on the Library's work file for historical referen~. 3 12 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing. doc Processing The CLS department has over 350 trained professionals staffed to handle the library's customized requirements. These staff members are dedicated to meeting the library's requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched In our industry. After cataloging is complete, the processing department completes the physical processing of each item. The processors review the processing instructions gathered during profiling .. Following these instructions, the processor attaches the spine label, barcode, and any special labels required by the library. After the application of all physical components, the library's materials move to the jacket selection area. Experienced technicians size the books so the . appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully processed, it is ready for the final and most important stage in our CLS process, back audit. The back audit team is the final step In ensuring the material we ship to the library is of the highest quality and is In compliance with the library's profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the site visit. Once the library's material passes this stage, the order is ready to be staged for delivery to the library. 13 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc EXHIBIT B CUSTOMIZED CONTRACT TECHNICAL SERVICES Baker & Taylor offers various levels of service depending upon the requirements of the LIbrary. Responses to the following items are provided using both a standard service approach (BTMARC) and a customized approach (Customized Services). Baker & Taylor's Customized Library Services (CLS) divIsion has provided customized catalogIng and processing to libraries since 1989. Should the PACL opt for system and shelf ready materia~ as has the experIence and the expertIse to exceed the library'S expectatio.ns. . Upon successful awar~ Baker & Taylor will work with the PACL to determIne the exaCt catalogIng specifications requIred. Please note, all of the requirements for Cataloging Conventions (provided via Addendum 1) are available through our CUstomized Library Services group. Standard Services as described below will not meet all of these specIfications. CATALOGING a. standard Services Book Materials Standard services, available through our B&T MARC system, utilize cataloging records as produced by Library of Congress or which exist in B&T's cataloging database. Please note, not all titles have such cataloging records available. Spoken Word Audio cassettelCD Materials Standard services, available through our B&T MARC system group, utilize cataloging records as produced by Baker & Taylor for any annotated, advertised title appearing in our Forecast publication. Please note, not all titles have such cataloging records available. Allowable variations in cataloging or processing standards are outlined In the enclosed B&T MARC Specification booklet. DVD/Muslc CD Baker & Taylor is pleased to offer B&T MARC AV cataloging and processing service for your consideration. This service provides 100% cataloging of new, annotated, advertised, and recommended DVDand CD music titles listed In our monthly publication, The ALERT. Each monthly issue lists from 250 to 400 new release and.sell-through titles for which cataloging Is available on "street date". The Baker & Taylor original cataloging is a pre-publication level MARC record that complies with AACRII and all national standards. Allowable variations in cataloging or processing standards are outlined In the enclosed B&T MARC AV Specification booklet. Customized Services Customized Library Services can provide custom cataloging as described in our response. Our project management team will work to update your account profiles as needed upon award of thiS contract. Please refer to the CLS Proposal enclosed In Tab 10, Exhibit A-7 for pricing Information. b. standard Services Our standard services utilize existing Library of Congress or Baker & Taylor records, so no additional time Is required for cataloging services. Book I Spoken Word Audio . Orders for In-stock product requesting book only or mylar jacket only services will be shipped within 1 business day of receipt of order (typically delivered 2-3 days after receipt of order from our Reno, NV facility). Additional cataloging/processing services will require additional tIme; 9 11 . Professional Services Rev. June 2, 2010 typicallYr further processed Items will be shipped within 5-7 days of receipt of order (typically delivered 6-8 days after receipt of order from our Renor NV fadllty). DVD/Music CD Orders for in-stock product requesting product only or case only services will be shipped within 1 business day of receipt of order (typically delivered 2-3 days after receipt of order from our Renor NV facility). Additional cataloging/processing services will require additional time; typically, further processed Items will be shipped within 3-5 days of receipt of order (typically delivered 5-6 days after receipt of order from our Renor NV facility). Customized Services For shelf ready materlalsr CLS will employ the appropriate amount of resources to maintain the fastest possible turnaround time. Our average turn around for fully cataloged and processed material (non Rush) Is 10-15 days after receipt of material from the publisher. While It will be our target to get material cataloged and processed within the time frame abover based on . operational and fulfillment conditions, this g,oal might not be obtainable 100 percent of the time. Rush Delivery Service (In-Stock Items; either level of service) Please contact your customer service representative for aSSistance In expediting any order for in- stock product. In many casesr book-only orders may be shipped within 24 hours of receipt of your order. This service is available at no additional charge, utilizing standard shipping arrangements (generally delivered within 1-2 business days). Baker & Taylor will provide overnight delivery service with the understanding that the library will incur any carrier fees associated with the requested service. Please noter all RUSH deliveries must be specified on a per order basis. c. Standard Services The source of our records is Library of Congress or existing B&T-created records. We follow all national standards and policiesr adopting changes as soon as they are issued. We are currently cataloging following AACR2 as well as MARC21. Our database contains over 4.9 million records. ' Customized Services Cataloging services for the City of Palo Alto are available through Customized Library SerVices (CLS). Customized Library Services' custom cataloging is BAKER & TAYLOR'S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. CLS will use one of two methodologies to perform cataloging services. Our preferred method is to access the Library's ILS using the Z39.50 protocol. Customized Library Services has partnered with The Ubrary Corporation (TLC) to create a state of the art cataloging methodology that leverages Z39.50 protocol for accessing the library's database and a resource pool of records from the' Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the most current version of the library's cataloging records without the overhead of being directly online. Records obtained from the Library's database are saved to a library specific work file loCated in our secure cataloging utility. The records In the work file are used in the creation of spine labels and as a vehicle for proViding Item-linking Information. Original cataloging will be performed as needed. It should be noted that the cost for this alternate methodology could be different then the pricing quoted in this proposal. The Baker & Taylor cataloging database has over 4.9 million records, which includes Library of Congress updated QP records and Baker & Taylor original records. With the customer's requestr we access OCLC records on the customer's behalf. 10 12 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing,doc :. d. standard Services This service Is not available through Standard Services. Customized Services The cataloger will process material first by searching for a matching record in the library's database and work file simultaneously. If a record Is not found in the library's database or work filel the ClS Bibliographic Database Is searched, followed by lC MARC and the resource databases of TLC. The ClS Bibliographic Database contains all CIP records upgraded to full MARC standards by ClS catalogers, as well as new records created by ClS original catalogers. As an optlonl through the cLs Utility the cataloger can search OClC for a matching record. CLS. will use the libra ry's authOrlzation (through a 3,d party agreement) for access to OClC. e. standard Services f. Copy cataloging Is not available through standard services. Customized Services Baker & Taylor will download a copy of PACL/s database into a work file. All updates tOI changes to, and creation of new cataloging records will be completed through the work file. A successful search occurs when our cataloger matches the data elements found In the appropriate record tags. CLS conSiders the tltlel authorl imprint/publisher, edition and date of publication when matching a record. Durlng the ClS profilingl the project team will document the appropriate attributes for matching records. When a matching record is found, the approj':Jriate Item level information (examples: barcode nuniberl list pricel collection codel etc.) is keyed and the record Is saved to the library's work file. Standard Services Copy cataloging is not available through standard services. " Customized Services Yes, the library can identify unacceptable types of copy. g. Standard Services Not available. Customized Services Baker & Taylor will download a copy of PACl/s database into a work file. All updates tOI changes tal and creation of new cataloging records will be cqmpleted through the work file. h. Standard Services Specialized editing Is not available. Allowable variations in cataloging or processing standards are outlined in the en dosed B&T MARC SpeCification booklet.' . CustomIzed ServIces Baker & Taylor will provide bibliographic records both through editing of existing records in the work file as well as creation of original recordsl If there Is not an existing record. i. Standard Services or Customized Services The 001 field' is a unique system number. If created by CLS the number will be preceded by d. When created by B&T MARCI the number will be preceded by bl. If created by BTAVI the number will be preceded by be. Should Baker & Taylor use OClC on the Library's behalf through use of a Third Party Agreementl the number will be preceded by oem. 11 13 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processmg\Contract CII137900D-Baker & Taylor-Cataloging and Processing. doc j, standard Services . This service is not C!vailable, CustomIzed Services CLS can send two files of records for each shipment, one with new records to the library's system and one with added copy records. k. standard Services Please see item a above for information regarding the source of our records. No review is performed on Library of Congress records; the record is used in its original format as produced byLC. CustomIzed Services Our catalogers review each record to ensure there is a match; catalogers also review full records to see if there are any blatant mistakes at the access points. I. standard Services No. Customized Services Yes, catalogers will upgrade all CIP records with book in hand: m, standard Services Not applicable. Customized Services No, the CLS shelf ready per unit price includes upgrading of crp records. Original Cataloging . (when an existing record can not be found in the database strtng) can be created for $10.00jtitle, This charge applies to the first unit of a title ordered, but not to additional copies, The CLS shelf ready charge Is applied to every copy of a title ordered. n. Standard Services Baker & Taylor Is a PromptCat participant. Additionally, we are pleased to offer Cataloging Plus Service: OCLC CATALOGING PLUS SERVICE This service combines the strengths of OCLC, featuring WorldCat -the largest bibliographic database, and Baker & Taylor, the leading provider of materials to libraries. . Cataloging Plus offers: Access to the World Cat database View OCLC numbers on Title Source 3 for products linked to World cat Download best available OCLC record from Title Source 3 to enhance matching and'cJuplicate checking Eliminate searching for cataloging records by receiving the best available OCLC record at point of shipment Automatically have the library's holdings set in WorldCat All MARC records are compatible wit~ all Integrated Library Systems Baker & Taylor is pleased to offer varIous levels of Cataloging Plus service. Should the Ubrary be interested in additional informatIon, please contact your Sales Consultant; Amy Glaza. 12 14 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processing\Contract C11137900D-Baker & Taylor-Cataloging and Processing.doc Please note, selVlce fees will be Invoiced through OCLC; any fees associated with the production or applIcation of cataloging components for. physical processing wIll be invoiced through Baker & Taylor. . CUstomized Services Once a record is located in OCLe It Is saved to the Library's work file and the record is updated to the Library's specifications. The option of utilizing DeLe will also help to minimize the Library's need for original cataloging. Please note that the process of using OCLC is available upon CLS' receipt of a signed third party agreement which grants permiSsion to our catalogers to access OCLC on the library's behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding OCLe charges will be the responsibility of the Library. On a weekly baSiS, an electronic file is sent to OCLe to update the library's holdings for all contributed records. o. standard Services Please see item a. above for information regarding the source of our records. No review is performed on Library of Congress records; the record is used in its original format as produced by LC. Customized SelVices Baker & Taylor's cataloging records are audited by Senior Catalogers to ensure that they meet the specifications outlined by the PACL. Baker & Taylor maintains a 97% accuracy rate for cataloging records. p. standard ServIces This service Is not available. Customized Services E-mail notifications are sent when records are posted to the FT'Psite and invoices are issued for all units cataloged and shipped. CLS Will work with the library to set up additional reports within our system capabilities, if needed. q. standard Services or Customized Services Please see item n for information. It Is our experience that utilizing either OCLC or the CLS cataloging methodology provides a more efficient ·and cost effective alternative for customized cataloging. r. Please see the bid form. 13 15 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CI i 137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing.doc PROCESSING SPECIFICATIONS standard Services Baker & Taylor offers a variety of processing services for book and audio visual materials. Mylar jackets, plastic laminate cover reinforcement for paperbacks, barcodes, book pockets, caseS, ownership labels, and theft detection devices are a few of the available services. Pricing for selected components may be found in Tab 10, Exhibit A-6. We will be pleased to provide pricing Information for other components upon request. Custom/zed ServIces The CLS department has over 350 trained professionals staffed to handle the library's customized requirements. These staff members are dedicated to meeting the library's requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched In our indUstry. After cataloging Is complete, the processing department completes the physical processing of each Item. The processors review the processing instructions gathered during profiling. Following these 'instructions, the processor attaches the spine label, barcode, and any special labels required by the library. After the application of all physical components, the library's materials move to the jacket selection area. Experienced technicians size the books so the appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully procesSed, it Is ready for the final and most important stage in our CLS process, back audit. The back audit team is the final step in ensuring the material we ship to the library is of the highest quality and is in oompliance with the library's profiled specifications. The CLS back auditors inspect each order by cross referencing the oompleted processing and the processing instructions gathered at the site visit. Once the library's material passes this stage, the order is ready to be staged for delivery to the library. Please refer to the CLS Proposal enclosed in Tab 10, ExhibIt A-7 for InformatIon regardIng CLS's blended per unit price for Shelf Ready Materials. CLS can-,supp/y the processing as described In this response. 1-9 standard ServIces All Items are available, with the following clarifications: 4. Spine Labels are available for those items with available cataloging, as described in CATALOGING SPEc;IFICATlONS,item a. '. 5. The eye-readable donut barcode label must be supplied by the Ubrary. 7. In order to accommodate this request, all items designated as "NEW" must be ordered on a separate account. The "NEW" label must be customer supplied; . As an alternative, titles ordered through our Book Lease program are processed with a red lease logo sticker, identifying all of these titles as new release, lease titles. 9. In order to accommodate this request, all Items designated as a particular genre by the Ubrary must be ordered on a seParate account. Labels must be customer supplied. Customized Services All items are available as requested. 14 16 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl I 137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing. doc a. standard Services Your orders are important to us, and we strive to produce accurate shipments with quality cataloging and processing services. Processing Services Any orders requiring processing services are circulated through our Processing Department. Here, the order Is checked against processing specification sheets. These sheets detail the cataloging /processlng requested for the titles ordered on an account, as well as any special instructions associated with the order. Processing sheets are developed only after the appropriate Library contact has reviewed and approved the specification for the account. Customized Services . The back audit. team Is the final step in ensuring the material we ship to the library Is of the highest qualJty and Is In compliance with the library's profiled specifications. The CLS back auditors inspect E;!ach order by cross referencing the oompleted processing and the processing Instructions gathered at the site visit. Once the library's material passes this Stage, the order is ready to be staged for delivery to the library. b. Baker & Taylor and CLS can create separate order acoounts as required by PACL for book only, processed and cataloged books, audio visual material, and continuations. c. standard Services d. With Baker & Taylor's Digital Media Processing, the original artwork is digitally reproduced for each DVD to your exact profile specifications. Customized Services Ba,ker & Taylor can process a boxed set of DVDs in Individual cases with oolor caples of the original artwork on all cases except the first case, which will have the original artwork itself. We· also offer Digital Media Processing: Digital Media Processing Baker & Taylor will begin with the original scanned oover art (In color) and add customized processing information such as barcode, ownership label, bibliography label, spine label, oontent labels, etc. The cover will then be printed to the size of the library's case and Inserted Into the oover art area of the case. Bake( & Taylor's policy is the leave the UPC oode on the graphics. Baker & Taylor will accept the authorized return of items that are damaged, defective, or incorrectly shipped or processed. Please see Baker & Taylor's return poliCies located in Tab 10, Exhibit D for further details on credits and returns. e. The library will contact the appropriate Customer Service representative or Ryan Gallagher, CLS Project Manager, to facilitate the re-processing of materials or returns (see Tab 10, Exhibit E). f. There is no additional charge associated with the correction of B&T errors. g. Standard Services Our standard services utilize existing Library of Congress or Baker & Taylor records, so no additional time is required for cataloging services. Book I Spoken Word Audio Orders for in-stock product requesting book only or mylar jacket only services will be shipped within 1 business day of receipt of order (typically delivered 2-3 days after receipt of order from our Reno, NV facility). Additional cataloging/processing services will require additional timei 15 17 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processmg\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc typically, further processed Items will be shipped within 5-7 days of receipt of order (typically delivered 6-8 days after receipt of order from our Reno, NV facility). DVDLMusic CD Orders for in-stock product requesting product only or case only services will be shipped within 1 bUSiness day of receipt of order (typically delivered 2-3 days after receipt of order from our Reno, NV facility). Additional cataloging/processing services will require additional time; typically, further processed items will be shipped within 3-5 days of receipt of order (typically delivered 5-6 days after receipt of order from our Reno, NV facility). CUstomIzed ServIces For shelf ready materials, CLS will employ the appropriate amount of resources to maintain the fastest possible turnaround time. Our average turn around for fully cataloged and processed material (non Rush) is 10-15 days after receipt of material from the publisher. While it will be our target to get material cataloged and processed within the time frame above, based on operational and fulfillment conditions, this goal might not be obtainable 100 percent of the time. I h. Baker & Taylor will provide all services under this contract, no subcontractors will be used. I. standard Services The application of Library-supplied RFID Is available for $ .2S/label. Programming services are not available. Customized Services Baker & Taylor's Customized Library Services has provided RFID services for print and audiovisual material since 2001. To date, we have linked, printed and/or applied tags for over 1 million Items.' As the number of vendors and product offerings has grown with regard to RFID technologies, CLS too has grown in our vendor relationships and linking and application capabilities. We currently work with 3M, CheckpOint, Tech-Logic, ITG, Blbllo-theca, and VTLS and we own or lease eqUipment from each vendor. As this is a developing technology with unlimited potential for library use, Baker & Taylor's Customized Library Services will continue to support the needs and requirements of our customers. If during the course of the contract, PACL moves. to RFID technology for, security and inventory purposes, Baker & Taylor will work with and negotiate a price with the library for this additional processing component. Pricing will be dependent upon the particular theft device that the PACL chooses and any additional equipment necessary 'for Baker & Taylor to attach and link the theft device. ' j. standard Services Please see the bid form. Customized Services Baker & Taylor is pleased to provide references as outlined in response to Section c., cataloging, Item r. above. 16 18 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc EXHIBITC COSTS Baker &. Taylor, Inc.'s Tenns and Conditions of Sale Cataloging/Processing Services -Standard BaT MARC Services Palo Alto City Library Book I Spoken WordAudlo Materia! Baker & Taylor's standard B& T MARC seJVIces (non-shelf ready) will provide a catalog record and printed spine label for any book tItle cataloged through Library of Congress or wIth an existing Baker & Taylor catalogIng record. cataloging data and printed spIne labels are available for any spoken word audio title annotated and advert/sed In our Forecast publication. I Following are prices for selected componentsi we wUI be pleased to provide pricing information on addItIonal components, upon request Spine Label. ... . ... ....•... ........ ... .. . ..•... .... .... ... .. . . .. $ .12/label MARC on diskettell ••.... III ••• ' •••••••••• I. III •••••• ~ r I •••••• , III II •• I. , ••• $ .25/record MARC downloaded from website ...........•............... , ......•... FREE OF CHARGE Library Supplied Barcode Label .....•. , •.. , ....•.....•. , . . . . . . . . . . . • $ .12/label Library Supplied Stamp. , . , .•......•.........•. ,'. . .. . . • . . • . • • . • . .. "$ .12/stamp Library Supplied Label." ........• , .••...•...........•..••...... , . • . $ .12/label 'aped Mylar Jacket. , , •.•. " • . . . . . . . . . . • . . . . . . • • . • . . . . . . . • • • • . . . . . . $ .62/unit DVD/Music CD Products Baker & Taylor is pleased to offer B& T MARC AV cataloging and processing service for your consideratIon. This service provides 100% catalogIng of new, annotat~ advertised; and recommended DVD and CD music titles listed in our monthly publication, The ALERT. Each mOiJthly issue lists from 250 to 400 new release and sel/-through titles for whIch cataloging is available on ''street date'~ The Baker & Taylor origInal cataloging is a pre-publication level MARCrecord that complies with AACRII and all national standards. Please see the enclosed BTMARC AV price list (followIng page) for details on available components and services. 20 Professional Services Rev June 2, 2010 S;\ASD\PURCH\SOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing,doc CUSTOMIZED LmRARY SERVICES PRINT MATERIAL PRICING PROPOSAL Based on the information contained in your RFP, we are pleased to propose the following pricing for print and spoken word material. BAKER & TAYLORlCLS reserves the right to adjust pricing if the Library'S requirements change at any time throughout the project. Should the library require additional services in collection development, cataloging, processing, reporting, storage, or shipment, BAKER & TA YLORlC~S may adjust pricing accordingly. If the library system cannot be accessedvia our Z39.50 methodology, then CLS may discuss alternative methodologies for system and shelf ready material. It should be noted that the cost for an alternative methodology other than what is outlined within this proposal, would be different than the pricing quoted below. All items will be suru>lied by CLS unless otherwise noted: ONGOING COLLECTION SERVICES .......................................................... J ....... $3.95/UNIT INCLUDES: 1. ADAPTIVE AND COPY CATALOGING WIlli CIP UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. MYLAR JACKET 5. SPINE LABEL 6. GENRE LABEL 7. BARCODE 8. PROPERTY STAMP 9. "NEW" STICKER 10. BOOK PLATES AS NEEDED ADDmONAL SERVICI);S AT THE LIBRARY'S REQUEST: SPOKl!:N WORD/JlNENILE KITS CATALOGING AND PROCESSING (ADDITIONAL) ................................. $2.25IUNIT VINABIND (ADDITIONAL) ................................................................................................... $4. 7StUNIT KAPCo (ADDITIONAL) ...................................................................................................... $1.99IUNIT ORIGINAL CATALOGING ................................................................................................... $10.00tTITLE + BAKER & TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILITY. IF STORAGE IS REQUIRED, BAKER & TAYLOR WILL STORE THE MATERIALS IN A FULLY INSURED AND CLIMATE CONTROLLED FACILITY UNTIL THE DESIRED SHIPMENT DATES. INvOICES ARE MAILED TO THE LIBRARY AT THE TIME INVOICING OCCURS. + FOR THOSE RECORDS WHERE CATALOGING IS NOT AVAILABLE IN THE LIBRARY'S DATABASE OR B&T's CATALOGING UTILITY, CLS WILL PROVIDE AN ORIGINAL CATALOGING RECORD FOR $1O.00/TITLE. TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00tTITLEFOR THE FIRST COPY OF EVERY TITLE ORDERED. IFMULTIPLE COrlES OF A TITLE ARE ORDERED, THE $10.00 CHARGE WILL ONLY APPLY ONCE, HOWEVER, THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. The Library may opt to take advantage of the services offered by our Customized Library Services division (CLS). Please see the following pages for a description of the CLS process and pridng Information for selVice packages. 21 Professional Services Rev June. 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc BTMARC AV Cataloging / Processing catqlogjng/?rocessina options Baker & Taylor Is pleased to offer B& T MARC A V cataloging and processing service for your consIderation. This service provides 100% cataloging of ne~ annotatec£ advertlsec£ and recommended DVD and CD musIc t;tles listed in our monthly publication, The ALERT. Each monthly Issue lists from 250 to 400 new release and sel/- through titles for which cataloging Is available on "street date'~ . Cataloging Baker & Taylor offers standard MARC recorcfs that meet national standarcfs for Music CD and DVD products. Each recorcf contains a Dewey and Library of Congress call number and Library of Congress subject headings. In addition, Music CD records include the ANSCR classification. AI/ records conform to AACRlI rules. Standard, edited record, .••.•••. , • , , • , ....••. , •...... , , , •.•....• $ 1.50 / record (based upon options available through standarcf B&T MARC AV profile) Unedited Record •• , , , .... , •.•..•••...•.• , ......•. , .. , ...• , , ••• ,$ .75/ record Processing Remove shrink-wrap and security seals, , , .... , , •. , • , .• , , . , , , •••. , .. , ,$ ,55 / unit Remove shrink-wrap and re-package in standard plastic case ... , , .. '.' •••.•. $ 1.00 / unit Digital Media Processing •.•• , • , •.•..• , •• , . , •..•• , ..••• , .••.. , .. , $ 1.69 / unit (Includes removal of shrink-wrap and security devices, re-package in standard case, insertfon of scanned publisher artwork, and one embedded /abel) Additional Embedded Labels .••.••.. , .• , ......... , , •... $ ,15/ label Hand Applied Labels ..•... , •. , , ..•..••. , ...• , .••.. , $ .25 / label Component Options Barcode Label . . , ...••. , , . , • , .. , , • , , , • . . . . . . ••.•••.••.. , .•..•. $ .25 / label . Custom Label •...• , •..• ', .•. , •.... , •.•.••••. , .. , ••.. , •.•. , , .•. $ .25 / label Date Due Slip •• , .•...••. , .•..• , • , ..•.•....•..• , . , ....•....... $ ,25 / label Label Protectors. , ............ , . , .•.. , ••.•••..•.....•....... " •. $ .25/ label Ownership Label, • , .. . .....•...••. , •.•..•••..•••...••..•..••.. $ .25/ label Pocket .• , ••...•. , ..•.............•.....•••.•....•.....••... $' .35 / unit Spine Label .•.•.•..... , •••.••...•..• , •..... " •.•...••....•.... $ .25/label Library Supplied stamp or Label •• , •.•....••...•..•..•....•...•. , .• $ .15/locatlon Theft Detection Device (select one) . 3M: DCD-2 (DVD, single sided) .••...•.•..•.•.....•...•..... $ LSD / uhit 3M: DCD-2 (Music CD) .••...•..•..•.•.•...•.•..•.. , ..••... $ LSD/unit CheckPoint: Plain Label •...••.••.....•.•.. , ...•.•..••...... $ .59/ unit CheckPoint: Date Due Label •.••..•......•.....•.•.•.•..•...• $ .59/ unIt CheckPOint: Simulated Barcode Label .. ~ ••..•......•• , ....•.•. $ .59/ unit Library Supplied RFID (unprogrammed) ••......•.......•...•.•. $ .25 / unit. 22 Professional Services Rev June 2,2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processmg\Contract CII137900D-Baker & Taylor-Cataloging and Processing.doc CUSTOMIZED LmRARY SERVICES AN MATERIAL PRICING PROPOSAL Based on the information provided in the RFP, we are pleased to propose the following pricing for Audio VisualM.aterial. Please note: Pricing is subject to change based on sp~ifications or case changes. If the library requires· alternate processing or cataloging requirements, it is at the discretion of CLS to adjust pricing accordingly. DVD CATALOGING AND PROCESSING DVD .. "" II .................. If ......... 1.1 •• II .. I ............................ 111 ... 1 •••• _ II I ...... II ........ " ......... III .......... II II ••••• 1Ill$5~25/uNIT* INCLUDES: 1. ADAPTIVE AND COpy CATALOGING UTILIZING Z39.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. REPACKAGE DVDs IN NON-STANDARD PACKAGING INTO STANDARD CASES 5. SPlNELABEL 6. PROPERTY LABEL 7. BARCODE 8. HUB LABEL DVD PROCESSING ONLY.,.· ................ ~ ......... IIII ................. I111 ............................. $2.85/uNIT* INCLUDES: 1. PROJECT MANAGEMENT SUPPORT 2. REPACKAGE DVDs IN NON-STANDARD PACKAGING INTo STANDARD CASES 3. SPINE LABEL 4. PROPERTY LABEL 5. BARCODE 6. HUBLABEL ADDITIONAL SERVICES AT THE LIBRARY'S REQUEST: DIGITAL MEDIA PROCESSING (ADDITIONAL) .................................................. ; .......................... $O.60/uNIT ljC TInES ·REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE. THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE VVILL APPLY TO EACH UNIT, INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. II< AV CATALOGING AND PROCESSING PRICES FOR CDs AND DVDS ARE FOR BOTH SINGLE AND MULTIPLE DISC FORMAT. + BAKER & TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND TIm MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TA nOR FACILITY. INvOICES ARE MAILED TO THE LmRARY AT THE TIME INVOICING OCCURS. 2 3 Professional Services Rev June 2, 2010 S:\ASD:rURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1 137900D-Baker & Taylor Book Cataloging & Processmg\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc MUSIC CD CATALOGING AND PROCESSING , . MusIc CD ............. II:'II ................................... III1'Ir •••••••••••••••••• ,11 .. ' ................. $5.2S/UNIT* INCLUDES: 1. ADAPTIVE AND COpy CATALOGING UTILIZING Z39.50 PROTOCOL 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. REPACKAGE CDs IN NON-STANDARD PACKAGING INTO STANDARD CASES 5. SPINE LABEL 6. PROPERTY LABEL 7. BARCODE 8. HUBLABEL MUSIC CD PROCESSING ONLY ............................. I11 ....... I111 ......................... I1 .... $2.85/UNIT* INCLUDES: 1. PROJECT MANAGEMENT SUPPORT 2. REPACKAGE CDs IN NON-STANDARD PACKAGING INTO STANDARD CASES 3. SPINE LABEL 4. PROPERTY LABEL 5. BARCODE 6. HUBLABEL ADDITIONAL SERVICES AT THE LmRARY'S REQUEST: DIGITAL MEDIA PROCESSING (ADDITIONAL) ............................................................................. $O.60/uNIT * TITLES REQUIRJNG ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE .. THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT, INCLUDING THE INITIAL UNIT 1HA T RECEIVES mE $10.00 CHARGE. * AV CATALOGING AND PROCESSING PRICES FOR CDs AND DVDS ARB FOR BOTH SINGLE AND MULTIPLE DISC FORMAT. , • BAKER &. TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM TIlE DATE OF INVOICE. OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILITY. INvOICES ARE MAlLED TO TIlE LIBRARY AT THE TIME INVOICING OCCURS. 2 4 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHY\Contra cts\Cl 1 137900D-Baker & Taylor Book Cataloging & Processmg\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY CO MPANIESWITHAM BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. . AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS AS SPECIFIED BELOW' , , MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES NO YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,00(},000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL 25 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processing\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. :SOX 10250 PALO ALTO, CA 94303 26 Professional Services Rev June 2, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII137900D-Baker & Taylor Book Cataloging & Processing\Contract CII137900D-Baker & Taylor-Cataloging and Processing. doc '';1 I 1 VI" t'ALV AL I V t'UM·~HA::'1: UKlJI:tI II:MIVI::' AI'IIU \...U1'1 UII IUN::; ACCC:PTANCEfAGREEMENT: City of Palo Alto ICity' reserves lhp. right to (eiee: any and all qu..,tations. [0 waive any Inlormalities, and. unless otherWise specified by Seller. to accept an', item in a Quotation. 8'/ accePting i)( 1i1ir.g this Purchase Orde' 'P.O.)' Seller agrees ~'llhe terms and conditions herein whicn shall pre'Jail ovel any inconSistent proviSion in any lorm or olher paper submitted by Seller. All Shipments or set'lices performed shall be deemed to have b~en made OU/suant herelO. No other terms 3fe acceptable. This P.O., inCluding ;111 scecWcallons and drawings. sr.al! constitute the entire agreement between the oanies unless mc.difietl in writing by City. crrv'S PROPERTY; SeIJer agrees that the information. 10015. jigs. dies, or materials. and drawings, patterns, and specification supplied or paid (or bv Cit'( shall be and remain CitY property and shall be held by Seller fer City unless directed otherwise. Seller sh all account for such items and keep them protected, insured, and in good working conditions withOUt expl3nsa to CiIY. DELIVERY: The terms ot delivery are as stated on the attachment hereof. The obligation of Sailer 10 meet the delivery dales. specifications. and quantities sel forth herein is of the essence of this P.O. Noooxing, packing. or cartage charge will be allowed unless authorized by this P.O. DeliVeries are to bamaCle both in quanlities and at times specified herein or. if not, such quantities and times are specified pursuant to City's written instruction. Items not delivered may be canceled without penalty to CitY. Shipments in greater Qr lesser quantity tlist ordered may be returned at Seller's expense unless wrinen authorization is issued by City. PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials. supplies. services and/or installations ul'liess City expressly agrees otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction in Ihe price of any ilemls) listed herein which may be made by Seller at any time prior to the last delivery of goods or services cOl/ered by this P.O. TERMINATION: City shall have (he right (0 terminate this P.O. or any part thereof upon ten 1101 days notice In writln9to Seller. 01 Without Cause. City may terminate all or any part or this P .D. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty 130) days after effectjl/e date of termination. 121 For Cause. If Seller fails to make any delivery in accordance with the agreed delivery dale, delivery Schedule. or otherwise fails to observe 0' comply with any of the other inmuctions, terms, conditions or wauanties applicable to this P.O .• Chy may, in addition to' any other right or remedy plovlded b'y this p.O. or by law. terminate all oj any part of Ihis P.O. in writing without any liability of City with respect to SeUer at any time during the term of this P.O. In the event bE termination for cause, City may purchase supplies Of services elsewhere on such terms or jn such manner as City may deem appropriate and Seller shall be liable to City lor any cost and other expenses incurre~ by City which is charged to City. CHANGES: City sflall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications. the quantity of items called for, delivery schedules. and requirements covering testing. packaging. Of destination. Any claim by Seller fOf adjustment under this clause shall be deemed waived unless made in writing with then (10) days after receipt by Seller 01 ootice of such Change. Price increases 01 extensions of tie tor delivery shall not be binding on City uniess evidenced by a P.O. Change Order issued by City's Purchasing Manager. iNSPECTION: City shall have the right to inspect and approve or rejeci any materials, supplies. services and/or installalions upon arrival of nOlice of completion prior to payment without regard to the manner of shipment. completion, or any shipping or price terms contained in this P.O. All materials. supolies, services and/or installations must be furnished as s~ecified. 111 Defective, damaged. and nonconforming materials andlor supplies may be returned 11)1 credit or refund, at Saller's expense. City may cn8tg8 Seller for all expenses of unpacking, e:<amining; repacking and reshipping of such materials and/or supplies. 121 Defective. incorrect and nonconlotmlng services and/or Installations may be returned fot credit or refund. at Seller's expense. All 01 the above notwithstanding prior oayrnent by CilV. 131 Seller's obligations to wave defects that exist. EXHIBIT E WAf\AANTY: S~ller eXpre'iSly warrants that all mat'!nals. supplies, services andlor installations covered by this? .0. shall: III conform to the specific3tions. drawings. samoles. or 'l{hel descriptions specified by City or if none are so specified. to Seller's standard soec,fi~&llon Ot the standards of the ASTM or ANSI or othel national standard organizations; 121 be new and IJnless specified to the contrary on ~he !ace hereel. will be hee from defects in mater;al and workmanship and will be free of aI/liens and encumbrances and will conform to,any affirmation 1)1 facts made on ,he container or label; 13) be adeQuately contained, packaged. marked. labeled andlor prOVided in compliance with all applicable federal and state laws and regulations lincludlng materials deemed l'Iaurdous}; 141 be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 las amendedl; (51 be produced or transferred or disposed of as required by federal and stale laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Ha18rdous Waste Regulations; and other tOXIC laws and programs. Seller further expressly agrees to protect. indemnify, and hold harmless City, its employees and agents for any loss. damage. fine, liability, fee (inCluding reasonable charges and fees) or expense ariSing in connection with or resulting from Seller's failure to furnish materials or supplies or perform services that conform with any warranty contained nerein. 16) have good matketable title. GOVERN1NG LAW: This P.O. Shall be governed bv the laws of the State of CaUfQrnia. INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance. that he/she is an Independent contractor. Seller shall protect. defend. and indemnify and hold City harmless ~gain$t aU damages, l1ability, claims, losses and expenses (including aHorney's fees) arising out of, or resulting in any way from SeUer's negligence in providing Il'Ie goods or services purchased hereunder or from any act or omission of Seller. its agents, employees. or subcontractors, Seller shall maintain such public liability insulence. Including contractual liabilhy, automobile and general public liability. (including non-owned automobile liability) Worker's Compensation. and employer's liability Insurance as well adequately protect City against such dalJlage. liabilities. claims, losses, and expenses fincluoing attorneys' fees). Senar agrees 10 submit certificates of insurance. evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it Is in compliance with the Equal Opportul'llty Clause 'equired by Executive Order 11246, as amended, and the Palo Alto Municipal Code, as amended. including Affirmative Action Compliance ~ro9rams for Veterans; Handicapped; and Minority Business. and other eClual opportunity programs. FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such matettal supplies. services and or installations at the direction of City and shall daliver them when the cause affecting the delay has been remoyed. City shall be responsible only for Sellers' direct additional COslS in holding the goods or delaying performance of this P.O. and City's laquest. Seller shall also be eKcused if deljvery is delayed by unforseen events beyond lis reasonable contrOl, provided SeJler notifies City as soon as they occur. City may cancel this P.O. it such delay exceeds thirty (30) days form the original dehvery date. Seller shall use its best efforts to grant preterence to this P.O. over those of othar customers wllich were placed after this P.O. 27 AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O. on behalf of a third party as an agent or factor. it shall disclose ttle existence 01 the agency or factor relationship to City. SeUer shall be deemed to have the legal autfloriw to entet into this P.O. with City on behalf of the. third party. INTERPRETATION OF CONTRACT DOCUMENTS: In tha event of a conflict between the terms of this P.O. and the atlached specification with respect to any obligation 01 Seller, the proviSion which impose tna greater obligations upon Seiler shall prevail. Professional Services Rev. June 2, 2010 l ·,.,. '. , ff[f BA K E R & T AY LO R the future delivered Institutional Retums Policy ! -_. -_. . A TTAPHMENT A L~. __ -_." .. ~.~ , .. :; .. ~ .. --,~ .. (Revised August 2007) The following guidelines are required to ensure prompt handling of your return. All product returns (excluding Book LeaSing programs) require prior authorization from a CUstomer Service Representative. You may contact your appropriate representative vIa the toll-free number listed on your packing fist. How to Obtain Return Authorization Please use the Return Authorization Form from your shipment's packing list to make all returns. Contact your Customer Service Representative. for retum authorization. All claims must be made within 45 days from the date of invoice. 1. When calling for return authorization, please have the following information available: A. Return Authorization Form B. Your account number and ATS# from the shipment's packing list (located mid-page under the Return Authorization Form explanation) C. Reason for the claim/return D. Action being requested - 1. Replacement of product 2. Credit to your account; no replacement product necessary 2. Your Customer Service Representative will assign your return an authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. 3. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for retums lost in transit. 4. Products incorrecUy shipped by Baker & Taylor may be returned with authorization within 45 days of the product's date of Invoice. Product(s) meeting the definition of Publisher defective may be returned with prior authorization within six months of the product's date of invoice. Products purchased with value-added processing services which have been shipped as ordered are considered non-returnable. DAMAGED SHIPMENTS: If you receive a damaged carton(s) which resulted In damaged product(s), please hold the product(s) and save the carton for Carrier Inspection. If the damage is visible at the time of delivery, bring it to the Carrier's attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Customer SerVice Representative via the toll-free number listed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortages. All claims must be made within 45 days from the product's invoice date. Please ensure you have received all cartons of a shipment prior to Signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For Information on making returns of damaged, defective, or incorrect products, please contact your local International Sales Office or our International Customer Service Department In Momence, Illinois (FAX: 815-472-9886). You may also refer to the website at http://www.btol.com/international/return. All returns should be sent to: Baker & Taylor Returns Center Department R 5055 W. 79th St. Indianapolis, IN 46268 28 Professional Services Rev June 2, 2010 S:\ASD~URCH\SOLIClT ATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll137900D-Baker & Taylor Book Cataloging & Processmg\Contract Cll137900D-Baker & Taylor-Cataloging and Processing. doc The final General Services Agreement with ValleyCrest is attached as Attachment B. RECOMMENDATION Staff recommends that the Council: 1. Authorize the City Manager or his designee to execute the General Services Agreement (Attachment B) in the amount of $1,850,000 with ValleyCrest for a term of 30 months beginning November 1, 2010 ending April 30, 2013, and the sale of used golf course maintenance equipment (Attachment D) to ValleyCrest for $125,000; and 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with ValleyCrest Golf Maintenance for related, additional but unforeseen work that may develop during the term, the total value of which shall not exceed $185,000 (10% Contingency). ATTACHMENTS Attachment A Attachment B Attachment C Attachment D CMR 382:10, October 18, 2010, recommending approval of a General Services Agreement with ValleyCrest Final version of the General Services Agreement between the City of Palo Alto and ValleyCrest, also provided to Council on October'18 Supplemental Council' Memo, October 18, 2010, summarizing key contract revisions List of used City Golf Course maintenance equipment to be sold to ValleyCrest /~!/ //J P~PMrnDBY: __________ (_"~,/~~~~~ /.~~ __ ~~~~ __ ~~~ ______ _ ROBDEGEUS DEPARTMENT HEAD APPROVAL: Division Manager, Recreation Services ~ '!:1izJ (~';) ~T~ ----------- rector, ommunity Services Department .~ ..... -.} ""---- CITY MANAGER APPROV AL: ----"~~/:-:)-~-t~'f-M-¥:..-/--;/ ",4~~.~<:::::~L:"'::'·~""/_//~)--t.---f~ft::::, "::.::..'?'L~ ____ _ City Manager CMR390:10 20f2 ATTACHMENT A TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: COMMUNITY SERVICES DATE: OCTOBER 18, 2010 CMR: 382:10 REPORT TYPE: ACTION SUBJECT: Approval of a General Services Agreement with ValleyCrest Golf Course Maintenance, Inc. in the Amount of $1,850,000 for Maintenance Services and Sale of Used City Golf Course Maintenance Equipment for· $125,000; and Referral of Golf Course Financial Planning Issues to the Finance Committee EXECUTIVE SUMMARY Due to the ongoing fiscal challenges facing the City of Palo Alto's (City) General Fund the Community Services Department (CSD) recommended, and the Council approved, the exploration of "contracting out" Palo Alto Municipal Golf Course ("Golf Course") maintenance services during the 2011 budget process. The",recommendation to explore private maintenance was also suggested in the findings of the Golf Course operational study conducted by Economic Research Associates (ERA) in 2008. The Executive Summary of the ERA study is attached as Attachment A. This report describes the Request For Proposal (RFP) process for Golf Course maintenance that has resulted in the recommendation of an award of contract to ValleyCrest Golf Course Maintenance, Inc. (ValleyCrest) to assume Golf Course maintenance responsibilities, beginning November 1, 2010 for a 30-month term ending on ·or soon after April 30, 2013 at a cost of $1,850,000 and a purchase of used golf course equipment at a cost of $125,000. ValleyCrest is recommended for an award of contract due to its extensive golf course maintenance services experience, low cost proposal relative to the public maintenance option, and its commitment to enhance the City's existing Integrated Pest Management (IMP) program, customer service and, most importantly, to improve the quality of Golf Course maintenance services to ensure the Golf Course will remain competitive with neighboring golf courses. The proposed contract between the City and ValleyCrest is attached as Attachment B. The report also discuses related Golf Course issues that require the Council's direction and action in the near future. The current outstanding issues include: • The need for flood control project mitigation, not only for the physical disruption to the Golf Course but also for anticipated revenue losses from decreased play during levee reconstruction; and CMR382:10 10f8 ATTACHMENT A • Consideration of the establishment of an infrastructure reserve for the Golf Course to pay for capital improvements from positive Golf Course cash flow to reduce the need for future capital improvement-related debt. Staff requests that these two items be referred to the Finance Committee for further discussion. Finally, the report also discusses the intent to make coterminous both the Golf Professional contract with Brad Lozares and the Pro-Shop lease agreement with Brad Lozares, so the agreements will terminate concurrently in the month of April 2013. Staff will make a recommendation to the Council before the end of calendar year 2010. RECOMMENDATION Staff recommends that the Council: 1. Authorize the City Manager or his designee to execute the General Services Agreement (Attachment B) in the amount of $1,850,000 with ValleyCrest for a term of 30 months beginning November 1, 2010 ending April 30, 2013, and the sale of used golf course maintenance equipment (Attachment C) to ValleyCrest for $125,000; and 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with ValleyCrest Golf, Inc., for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $185,000 (10% Contingency); and 3. Refer to the Finance Committee the question, of how staff should propose fair and reasonable mitigation for anticipated lost revenues at the Golf Course during the San Francisquito Creek Joint Powers Authority's (JPA) flood control project. 4. Refer to the Finance Committee the question of whether staff should develop for the Council's approval a proposal to establish a new infrastructure reserve fund in the amount of the annual savings above the fully loaded operating costs of the Golf Course for the eventual replacement of anticipated infrastructure needs at the Palo Alto Municipal Golf Course. BACKGROUND The Golf Course was constructed in the mid-1950's on 184 acres of flat former salt-marsh and bay fill. The course was designed by noted golf course architect William R. Bell of Pasadena, California. The Golf Course was designed as an I8-hole facility with a par of 72. The Golf Course is a classic I8-hole championship course that measures over 6,800 yards from the back tees. The facility includes a large practice putting green, a three-building Eichler-designed- clubhouse/golf shop complex and parking lot. In the mid 1970's, improvements were made to replace the clubhouse buildings. At that time, holes 3, 10, 11, & 18 were renovated under the direction of golf architect Robert Trent Jones, Jr. The Golf Course is a City of Palo Alto General Fund operation. All excess revenues or shortages are returned to the City'S General Fund. The Golf Course currently generates sufficient revenues to support debt service, direct and indirect expenses, and City cost plan charges. There is no reserve or replacement fund for the Golf Course, consequently; additional debt service is taken on by the Golf Course when new capital improvement needs arise. The debt service for the Certificates of Participation, which represents approximately $570,000 annually, will be fully retired in June 30, 2018. CMR382:1O 20f8 ATTACHMENT A Presently, the City has entered into both a Golf Professional management agreement and a Pro Shop lease agreement with Brad Lozares (Lozares) for golf operations. As a result of Internal Revenue Services (IRS) debt issuance limitations, the management agreement and the lease for the building are separate contracts. The management agreement includes the following responsibilities: reservations; green fees collection; starting; and marshalling services. The lease agreement for the building includes: responsibility for managing golf cart rentals; the driving range; merchandise sales; and instruction services. The Lozares management agreement with the City for operating the Golf Course expires December 31, 2010. The lease agreement with Lozares for lease of the building expires in April 2013. The building lease also includes an option to extend the term of the concession 10 additional years, if the option is exercised at the City's sole discretion. There is also a separate lease agreement with R&T Restaurant Corporation (R&T) for food and beverage services at the Golf Course. The R&T lease agreement for food and beverage operations expires April 20, 2018. Currently Golf Course turf and irrigation maintenance services are provided by CSD's Parks, Open Space and Golf Division. CSD oversees daily turf and ground maintenance operations that include coordination of services between the tenants and City maintenance staff in order to provide a seamless experience for visitors to the Golf Course. The Real Estate Division of the Administrative Services Department oversees tenant leases. The Club House and Pro Shop building rriaintenance (exterior) and janitorial services are provided by the City's Public Works Department, Facilities Management Division. In 2007, the City Council authorized staff to proceed with an operational analysis of the Golf Course. The operational analysis was conducted by Economics Research Associates (ERA) (Attachment A), and provided information on the Bay Area golf market and conditions of the Golf Course facility; and the current and alternative operating models available for the Golf Course. The ERA study was presented to the City Council on November 17, 2008 (CMR: 446:08; Attachment D). The study concluded that, despite a Bay Area wide decline in golf play, the Golf Course performance has been relatively strong when compared with similar municipal facilities in the market area. The recommendations to sustain the long-term viability of the golf course program from the staff report are summarized below: 1. Retain a golf course design consultant to work with the JPA and the City's staffs to design an environmentally friendly flood control project that will balance flood control and recreational use solutions and also benefit the Golf Course. 2. Recalculate the Cost Plan allocation for the Golf Course to a more traditional golf course operation allocation. This would allow for excess funds to be set aside to establish a replacement reserve to fund ongoing minor capital improvement and/or more intensive maintenance. 3. Align the two tenant leases and management contract so they expire concurrently. This would allow consideration of other, potentially more effective and efficient, operating options and a smoother transition of operation, should that be deemed advantageous in the future. CMR382:10 30f8 ATTACHMENT A 4. Commit to a plan of cost-neutral capital improvements to ensure the Golf Course remains competitive. That is, proceed with improvements that are economically justified by increased net operating income stemming from the improvements. 5. Direct Community Services and other relevant City staff to work in cooperation with the labor union to further evaluate the advantages and disadvantages of private versus public maintenance. Since the 2008 Golf Course study was presented to Council, the Golf Course has continued to experience a decline in annual rounds of play from 74,000 in 2008, to 72,000 in 2009, and to 68,500 in 2010. In order to keep the Golf Course financially viable budget cuts were made in 2009 and 2010 that continued to erode the resources available for the City-operated maintenance program. Although the Golf Course managed to end FY 2010 with net revenues of $77,000, this was achieved with a 40% reduction in staff, which is less than the level of staff needed to provide comprehensive quality Golf Course maintenance. As the FY 2011 budget process began, it became clear the City needed to make significant structural budget reductions to the General Fund with an anticipated deficit of $7.3 million. As CSD considered alternatives for budget reductions, the "contracting out" of Golf Course maintenance services was recommended, not only for the potential cost savings, but also to return maintenance levels to a standard that allows the Golf Course to remain competitive with the objective of increasing golf rounds, which has been compromised through numerous years of program budget cuts. Staff recommends the approval of a Golf Course maintenance services agreement with ValIeyCrest and replacing in-house maintenance staff with contract personnel. Below, staff will provide information on the process that was used to arrive at this recommendation and will discuss the progress and current thinking on the other recommendations listed above, stemming from the ERA Golf Course study . . DISCUSSION The process for exploring "contra~t out" Golf Course maintenance services began in spring 2010 by notifying SEIU of the City's intent to explore contract maintenance services for the Golf Course. The City and SEIU engaged in a discussion about the City's financial challenges and rationale for the need to consider an alternative service delivery for Golf Course maintenance. Although some ideas were discussed to mitigate the need for contracting out Golf Course maintenance, such as a regional golf course maintenance agreement between several neighboring cities, this suggestion was deemed by the City to be financially infeasible. CSD staff prepared a detailed scope of service, with input from several other City departments including Public Works, Utilities and Administrative Services (ASD). The Request for Proposal (RFP) was released in June. A mandatory pre-solicitation meeting was held at the Golf Course which included a tour of the Golf Course that allow all interested parties to walk the Golf Course and ask specific questions during the hole-by-hole walk. Five potential bidders attended the pre- bid meeting. Four proposals were received in August when the responses to the RFP were due. CSD assembled an evaluation panel to evaluate the proposals. The eight member panel included members of the Golf Advisory Committee, CSD Director, Palo Alto's Golf Course CMR382:1O 40f8 ATTACHMENT A Superintendent, Recreation Division Manager and the Parks, Open Space and Golf Division Manager. The stated RFP criteria used to evaluate the proposals were: A. Quality and completeness of proposal; B. Qualifications & experience of proposer in providing Golf Course Maintenance Services as stated in this RFP; including experience and qualifications of project manager & key staff to be assigned to project; C. Similar experience and expertise in the type of work required, with the City, or with other municipal golf courses or private golf courses; D. Demonstrated understanding of the scope of services requested, timeframes, scheduling ability, ability to provide back up or follow up services, if needed; E. References/Financial stability of Firm; and F. The Cost to the City. Of the four proposals, based on the RFP criteria above, two were determined by the evaluation panel as more responsive to the RFP. The proposals were submitted by Lozares and ValleyCrest. Both companies were invited to interview with the panel; the interviews occurred in Septymber. At the conclusion of the interviews each company was asked to provide a Best and Final proposal with an emphasis on reducing overall costs with minimal or no impact to the scope of services defined in the RFP. The "Best and Final" offers were received in mid September. Concurrently, reference checks were made and, where feasible, site visits were conducted to evaluate maintenance levels at other golf courses maintained by the firms. At the conclusion of the RFP process ValleyCrest was unanimously determined by the evaluation panel to have provided the most complete responsive proposal and thereby it recommended ValleyCrest as the party to provide private Golf Course maintenance services to the City. The factors that weighed most heavily on the ValleyCrest recommendation was the depth of experience exhibited by ValleyCrest and the proposed overall cost savings, which is approximately $300,000 below the Lozares' "Best and Final" proposal, and approximately $500,000 below what it would cost the City to continue Golf Course maintenance services in- house over the 30-month term of the proposed contract. Furthermore, the ValleyCrest management team displayed a commitment to customer service and high quality maintenance that the City desires for the Golf Course. ValleyCrest is very interested in working closely with the City's water quality control program, environmental goals and the IMP program. ValleyCrest brings a wealth of knowledge and expertise in horticulture and agronomy that staff believe will serve the City well as we continue push the boundaries toward excellence in Golf Course maintenance, sustainability and environmental conservation. ValleyCrest Golf Course Maintenance is one of five operating divisions of the ValleyCrest Holding Co. and Subsidiaries. It is the country's largest horticulture maintenance, golf course maintenance and construction company. ValleyCrest currently maintains· over fifty golf CMR382:10 50f8 ATTACHMENT A properties located in California, Texas, Florida, Georgia, North Carolina, South Carolina, Pennsylvania, New Jersey, Massachusetts and Michigan. Furthermore, ValleyCrest is open and enthusiastic to providing displaced City Golf Course maintenance staff with an opportunity to join the ValleyCrest Company. Staff was very encouraged to hear this and will work with ValleyCrest to connect displaced employees with ValleyCrest. Of the seven regular staff affected by contracting out Golf Course maintenance four have already made the decision to retire, one has found other employment, and one has bumping rights per the SEIU labor agreement with the City and will move to the Parks, Open Space and Golf division of CSD. The remaining staff member will be laid-off as of November 1, 2010; however, staff is hopeful that a vacancy may emerge in the Parks Open Space and Golf division over the next month that will provide an opportunity for a transition. As CSD staff will need to maintain the Golf Course until the effective date of the transition to ValleyCrest, the proposed negotiated sale of City-owned Golf Course maintenance equipment to ValleyCrest is preferred for the effective and efficient transition from public to private maintenance. The City's Public Works fleet management staff valued the existing Golf Course equipment, staff then negotiated a fair and reasonable price with ValleyCrest, which has agreed to pay $125,000 for all major equipment. As described in the contract (Attachment B), ValleyCrest will occupy the Golf Course maintenance yard and facilities therein to deliver the Golf Course maintenance services. The City Attorney's office, ASD Budget and Purchasing Divisions together with Risk Management provided support in drafting the contract, including review and approval of the occupancy terms and insurance requirements for use of the City facilities and property. A third party furniture, fixtures and equipment consultant will be retained by the City to determine the fair market value (FMV) of all other minor items (tools, supplies and materials) that remain at the Golf Course maintenance yard. ValleyCrest has agreed to pay for the remaining items based on this FMV independent furniture, fixtures and equipment consultant's valuation, This will be completed on or before November 1,2010. . Discussion of Related Golf Course Issues The topics below relate to the staff recommendations from the 2008 ERA Golf Course study, summarized on page 3 of this staff report and in CMR: 446:08 Operational Analysis of the City of Palo Alto Municipal Golf Course (Attachment D) The action items before Council at this time is the recommendation refer items 1 and 2 below to the Finance Committee for further discussion. 1. San Francisquito Creek Joint Powers Authority -Flood Control The Council has requested that the JP A retain a golf course design consultant to work with the Joint Powers Authority andCity staff to design an environmentally friendly flood control project that will balance flood control and recreational use solutions and that will also benefit the Golf Course. The JPA has been very supportive of the City'S need for fair and reasonable mitigation measures to the Golf Course for levee improvements; the impact to the Golf Course will include the need to re-design 4 to 6 holes due to levee realignment and encroachment onto the Golf Course. The JP A hopes to begin work in summer 2011, but the likelihood of this occurring is CMR382:1O 6.of8 ATTACHMENT A unknown at this time. The impact and related mitigation to the physical impacts to the Golf Course is moving in a positive direction and staff is confident that a workable win/win design will be developed. However, the loss of City revenue during the levee reconstruction is difficult to quantify. Staff does not have a specific recommendation to mitigate expected lost revenues at this time but does want to bring this issue to the Council's attention and ask that this issue be referred to the Finance Committee. A possible mitigation to consider is to seek additional and more comprehensive Golf Course design and planning beyond mitigating for the golf holes impacted by levee realignment. For a point of reference, during the major capital improvements at the Golf Course in 1998-99 the City experienced a 25% reduction in annual play; such a reduction today would translate to $500,000 annually in lost revenues. Staff is working with the JP A to explore appropriate mitigations as the timeline and levee design work progresses and look forward to discussing options with the Finance Committee. 2. Golf Course Infrastructure Reserve Regarding the revision of the Cost Plan allocation for the Golf Course to a more traditional golf course operation allocation will occur with the reduction of 7 Full Time Equivalent (FTE) to .45 FTE staff previously dedicated to the in-house Golf Course maintenance operation, as city Cost Plan is allocated based on FTE. The result of the Cost Plan revision, coupled with the lower . overall cost of private Golf Course maintenance, will be a positive cash flow for the Golf Course, if annual rounds played hold steady at 68,000 or more. It is recommended that revenues above and beyond the cost of operating the Golf Course be considered for a infrastructure reserve for ongoing capital improvement needs· for the Golf Course. This recommendation aims to reduce the need for debt when the 1998 bond debt of $~70,000 annually expires in 2018. The Golf Course Advisory Committee believes creating an infrastructure reserve, paid for by the golfing community, as a very important step for the long-term financial health of the Golf Course. Staff recommends that this item also be referred to the Finance Committee for further discussion Other related items for that staff would like Council to be aware of are: 3. Aligning Golf Course Contracts -Food and Beverage, Professional Services, Golf Course Maintenance and Pro Shop The recommendation to align the two tenant leases and management contract at the Golf Course, so they will expire concurrently, remains a staff recommendation. Specifically alignment of contracts would allow consideration of other, potentially more effective and efficient, operating options and a smoother transition of operation, should that be deemed advantageous in the future. The ValleyCrest maintenance contract is strategically aligned with the existing lease agreement with Brad Lozares for operating the Pro-Shop. Moreover, staff intends to bring an extension of the existing management agreement with Lozares to the Council before the end of 2010 to align the management agreement with the Pro-Shop Lease and the proposed ValleyCrest maintenance agreement expiration date. This would result in 3 of the 4 Golf Course contracts to expire at the same time, April 2013. The lease with R&T Restaurant Corporation, who operates the Bay Cafe, has a term that expires in 2018; options for re-aligning this lease with the other three Golf Course contracts is also being considered. 4. Capital Improvement Lastly regarding the recommendation to commit to a plan of cost neutral capital improvements, to ensure the Golf Course remains competitive, the only CIP improvements recommended at this CMR382:10 70f8 perfonned by the Contractor, for which payment would result in a sum total exceeding the maximum amount of compensation set forth in this Agreement for perfonnance of the Services, shall be performed at no additional cost to the City, except as expressly provided in this Agreement. The Contractor acknowledges that the City has infonned it that the current Palo Alto municipal golf course (the "Golf Course") configurations could be changed or re-designed after the: Effective Date, and that the City's collaboration with the San Francisquito Creek Joint Powers Authority (the "JP A") to implement any reasonably necessary flood control measures with respect to the San Francisquito Creek, which lies adjacent to the Golf Course, could result in the temporary closure of one or more areas of the Golf Course and, consequently, could affect ona temporary or periodic basis the' Contractor's duties and obligation to perfonn the Services hereunder. In that event, the Parties shall in good faith timely negotiate an adjustment to the Services, including, without limitation, the compensation otherwise payable to the Contractor, as set forth in this Agreement, in order to reflect any changes, including, without limitation, modifications to the scope of the Services. The City has set aside the sum of One Hundred Eighty-Five Thousand Dollars ($185,000.00) for the Contractor's perfonnance of Additional Services, if any may be required to be performed by the Contractor. The Contractor shall provide any Additional Services only after receipt of the prior written authorization of the City Manager or designee. Thereafter, the Contractor, at the City's request, shall submit a detailed written proposal, including a description of the Additional Services' scope of services, 'schedule, level of effort, and the maximum compensation, including reimbursable expenses. Such compensation shall be based on the hourly rates set forth in Exhibit . "C" or, if such rates are not applicable, a negotiated lump sum. The City shall not authorize, and the Contractor shall not perfonn, any Additional Services, for which any payment would cause the total :\um compensation for Additional Services to exceed the amount of $185,000.00. Payments for Additional Services shall be subject to in the provisions of this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. C! CONTRACTOR'S compensation rates for each additional tenn shall be the same as the original tenn;OR . 13 The Contractor's compensation rates shall be adjusted effective on the commencement of each Additional Term, if any. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco- Oakland-San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most iliunediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring tenn. Notwithstanding the foregoing, in no event shall the Contractor's compensation rates be increased by an amount exceeding five percent (5%) of the rates in effect during the immediately preceding Tenn. Any adjustment to the Contractor's compensation rates shall be reflected in a written amendment to this Agreement. 7. INVOICING. The Contractor shall send all invoices to the City, Attention: the Golf Services Manager (the "GSM"). The present GSM is Joseph Vallaire, Golf Course Superintendent, CommunitY Services Dept., Parks and Golf Division, Telephone: 650-329-2175. The invoices: (a) shall be submitted in arrears for the Services performed; (b) shall not be submitted more frequently than monthly; and (c) shall provide a detailed statement of the Services perfonned during the invoice period. which statement may be subject to verification by the City Manager or City Auditor or designee. The City shall pay the undisputed amount of any invoice within thirty (30) days of its receipt. GENERAL TERMS AND. CONDITIONS A. ACCEPTANCE. The Contractor accepts and agrees to the general terms and conditions of this Agreement, Sections A through AA, inclusive. This Agreement includes Sections 1 through 6 above, these general terms and conditions, and the attached exhibits and any amendments thereto. B. QUALIFICATIONS. the Contractor represents and warrants that (1) it has the expertise and 2 Rev. January 11.2010 S:\ASD~URCH\SOLICITATIONS\CURRENT BUYER-eM FOLDERS\K.ATI-ly\Contra cts\CI1l36681-Valley Crest Golf Maintenance\Cl 1 136681 Valleycrest GC Maintenance Agreement FINAL 1 0.12.201 O.doc K. AUDITS. The City and its authorized representatives may audit, at.any reasonable time during the Term . and for three (3) years after the date of final payment, the Contractor's records pertaining to matters covered by this Agreement. The Contractor shall maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the expiration or earlier termination of this Agreement. . L. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by the City shall operate as a waiver.on the part of the City of any of its rights under this Agreement. M. INSURANCE. The City, at its sole cost, sliall purchase and maintain in full force during the Term, the insurance coverage described in Exhibit "D". Insurance must be provided by companies with a Best's Key rating of A-:VII or higher and which are otherwise acceptable to the City's Risk Manager .. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, . certificates and/or binders are subject to approval by the Risk Manager as to form and content. The Contractor shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. The Contractor shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing thirty (30) days' prior written notice of the cancellation or modification to the Risk Manager. The Contractor shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to the City concurrently with the execution of this Agreement and shall during the Term provide current certificates evidencing the required insurance coverage and endorsements to the Risk Manager. The Contractor shall include all subcontractors as insured under its policies or shall obtain and provide to the City separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit the Contractor's liability or obligation to indemnify the City under this Agreement. N. HOLD ~ARMLESS. To the fullest extent permitted by law and without limitation by the provisions of Section M relating to insurance, the Contractor shall indemnify, defend and hold harmless the City, its officials, officers, employees and agents from and against any and all damages, demands, claims, injuries, losses, or liabilities of any nature, includfug death or injury to any person, property damage or any other loss, including, without limitation, damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of al~rnative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. The Contractor's obligations under this Section N apply regardless of whether or not liability is caused or contributed to by any negligent (passive or active) act or omission of the City, except that the Contractor shall not be obligated to indemnify for liability arising from the sole negligence or 'willful misconduct of the City. The acceptance of the Services by the' City shall not operate as a waiver of the right of indemnification. The provisions of this Section shall survive the completion of the Services or the earlier termination of this Contract. O. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, the Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person.because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. The Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code, relating to Nondiscrimination Requirements and the penalties for violation thereof, and it agrees to meet the requirements of Section 2.30.510 pertaining to nondiscrimination in employment. P. WORKERS' COMPENSATION. The Contractor, by executing this Agreement, certifies that it is aware of the provisions of the California Labor Code, which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that the Labor Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. . Q. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to the Contractor. If the Contractor fails to perform any of its material obligations under this Agreement, in a4dition to all other remedies provided by law, the City Manager may 4 Rev. January 11, 2010 S:\ASD\PURCH\SOLICITATIONS\CURRBNT BUYER-CM FOLDERS\KATHy\Contra cts\CI1136681-Valley Crest Golf Maintenance\Clll36681 Valleycrest GC Maintenance Agreement FlNALI0.12.2010.doc available for inspection at the Purchasing Division. • Reusable/returnable pallets shall be returned by the Contractor, at no additional cost to the City, for reuse or recycling. The Contractor shall provide documentation from the facility, which accepts the pallets, verifying that pallets are not being improperly disposed. . x; AUTHORITY. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and du~ authority to do so on behalf of the Contractor. Y. CONTRACT TERMS: All unchecked boxes do not apply to this Agreement. Z. STORAGE AND MAINTENANCE FACILITIES. The City hereby grants a license and right of entry to the Contractor to access, occupy and use the site of the Facilities (the "Site"), which comprise several building facilities, including sheds and shops, and the two surrounding areas that are bounded by chain-link fencing and that straddle the Golf Course holes and the Palo Alto airport, which the City shall make available to the Contractor during the Term at no additional cost to the Contractor. The Contractor shall maintain the Site and the Facilities in the same condition existing' as of the date· when the Contractor is takes possession thereof, ordinary wear and tear excepted. The Contractor shall use due care and caution with respect to (1) whenever its employees. agents. representatives, contactors or subcontractors use the equipment maintenance shop, depic!ed in Exhibit "G"· and located closest to the Palo Altp airport above- ground jet fuel storage tanks (the "Fnel Tanks"), for purposes of performing equipment repairs as a part of . the Services, (2) the fertilizer storage shed. in which fertilizer and other potentially hazardous materials are stored, and (3) the oil storage shed, to ensure that the potential for accidental ignition and resulting frre- related damage and hazardous materials losses will be substantial mitigated. The Contractor will exercise such due care as, for example, the Contractor shall close the roll-down door of the equipment maintenance shop, located closest to the Fuel Tanks, whenever an ignition source such as an acetylene torch is used therein for equipment welding purposes, and whenever using and ensuring the utility and integrity of sand bags and other materials that are located around catch basins in the event of a chemical spill. Th<l City will conduct quarterly inspections of the Site and the Facilities, including the Fuel Facility, upon prior reasonable notice given to the Contractor. AA.FUEL FACILITmS. Nothing in this Section AA 0.1 other provision of this Agreement shaH be deemed or . construed to require the Contractor to purchase from the City any fuel for sue by any equipment or vehicle or other instrument that the Contractor uses to provide the Services. The City shall retain ownership and control of the card reader, fuel pump and fuel tank (collectively, the "Fuel Facility") located at the Site. The Contractor acknowledges and agrees that, if the Contractor uses the Fuel Facility to withdraw fuel, then it shall compensate the City for the quantities of fuel at the charges then in effect. The Contractor acknowledges and agrees that the City currently imposes a fuel charge, which inCdrporates the cost of fuel delivery, fuel commodity charge, based on the Oil Price Information Service Index) and direct overhead costs (the "Fuel Price"). For Fuel Price e~ate disclosure purposes only, the City represents that the Fuel Price for August 2010 was $3.43 for unleaded gasoline and $3.12 for diesel fuel. Notwithstanding any provision in this Agreement to the contrary, the Contractor further acknowledges and agrees that .the City shall access the Fuel Facility for its own purposes and it has permitted the golf course operator and Pro- Shop tenant, currently Brad Lozares, to enter upon the Site and use the Fuel Facility, and that the City will not require the Contractor to assume any such fueling obligation with resPt:ct to the operator-tenant Lozares. IN WITNESS WHEREOF, the Parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. . 6 Rev. January 11,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl1136681.Val1ey Crest Oolf Maintenancc\Cl1136681 Valleycrest OC Maintenance Agreement FINAL 1 0.12.201 O.doc the public, the Contractor's employees, agents, representatives, contractor and subcontractors as well as by any other entity present or occurring in at the Golf Course or the Site, including a complete written report thereof to the GSM within twenty-four (24) hours following the occurrence of such event. 1.2 PROTECTION OF PROPERTY 1.2.1 During Periods of Inclement Weather: The Contractor will provide supervisory inspection of the Golf Course during regular hours to prevent or minimize possible damage. The Contractor shall submit a report identifying any storm damage to the GSM, which shall be attached to a site map" that identifies the location of damage." The Contractor's employees shall continue to perform the Services that are or will not be affected by such inclement weather (e.g., "clean-up a·nd. facility maintenance, as well as work caused by the inclement weather). "" 1.2:2 The Contractor shall exercise due care during the performance of the Services in protecting from damage all existing facilities, structures and utilities, including both aboveground and underground City property. Any damage to. the City's property that is determined to be caused by the " Cantractor's act or omission shall be corrected and paid far by the Contractor, upon request, at no cost to. the City. 1.2.3 If the City requests or directs the Co.ntractar to. perfarm Services wark in a specified area, then the Contractor shall be responsible for verifying and locating (and markin"g by USA) any underground utility systems and far taking reasonable precautians whenever its employees are or will be· working in these areas. Any damage or problems shall be reported immediately to the GSM. 1.3 INTEGRATED PEST MANAGEMENT. 1.3.1 The Contractor shall satisfy and athelWise comply with the follawing IPM provisians: a. T\1e Cantractar must wark clasely with the GSM and the City's IPM Coordinatar (the "IPMC") to achieve annual IPM goals which strive to. reduce the amaunt and taxicity of pesticides that are used while maintaining the health and aesthetics of the Golf Course. The Cantractar must attend annually City IPM meeting, caordinate with the IPMC an annual goals, and meet quarterly to track progress on annual gaals and troubleshaot IPM problems and respond to public requests. b. Within thirty (30) days of the Effective Date and annually on the anniversary date (Navember 1st or as othelWise specified) af this , 9 Rev. January 11,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CIII36681·Valley Crest Golf Maintenance\CI I 136681 Valleycrest GC Maintenance Agreement FINALIO.l2.2010.doc beneficial insects (or other invertebrates). Selective applications of the least-toxic pesticides may be used only when non-chemical control measures have been exhausted. The following products shall not be used for insect control: i. Products labeled with the signal word "danger" ii. Organophosphate products (e.g.,diazinon or chlopyrifos) . . iii. Carbamate products (e.g., carbaryl) iv. Pyrethroid-containing products Biological controls will be based upon sound information such as that provided by the University of California. The CSD staff will provide Site-specific historical data for known infestations. . i.. The Contractor must provide regular pesticide reporting information in electronic format using the City's Contractor's Pesticide Application Form (Attachment 2) and to be emailed to the GSM and the IPMC by the 15th day of each month for the previous month's work, unless it is otherwise agreed to and approved by the IPMC. The Contractor must also have internet access and the ability to ehter pesticide use information online if the City provides that· reporting mechanism. " j. For the City's Annual Pest Management and IPM Report, the Contractor must also provide information confirming appropriate training of staff, an annual inventory of hazardous materials and hazardous wastes to ensure expired or prohibited products are appropriately disposed and a written summary of the ·challenges and successes of IPM program efforts annually. The brief report format (Attachment 2) shal~ be provided by the City, and shall be . due to the IPMC by December 3.1 of each year. k. In accordance with the City's shared Municipal Regional Storm water permit, IPM training must be provided to the Contractor's staff at a minimum of once every three (3) years, or at a minimum of one time during the Term, as shall be established by the GSM. I. . Requests for information from the GSM or IPMC must be responded to within 48 hours . . All materials used shall be in strict accordance with and applied within the standards set forth in the EPA regulations and the California Food and Agricultural Code. The Contractor is responsible for obtaining a'lI required permits and maintaining the required usage documentation and to comply with all requests from the Santa Clara County Agricultural Department to fnspect records, licenses, training 11 Rev. January 11,2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUY.ER-CM FOLDERS\KATHY\Contra cts\CI I 13668I-Valley Crest Golf Maintenance\CII136681 Valleycrest GC Maintenance Agreement FINALIO.l2.2010.doc · . pursuant to the contract. 1.4.2 Each internal combustion engine used for any purpose on the job or related to the job shall be equipped with a 'muffler of a type recommended by the manufacturer of such equipment. No .internal combustion engine shall be operated on the project without said muffler. 1.5 EQUIPMENT AND ACCESSORIES 1.5.1 The Contractor shall provide all necessary equipmentneeded to perform the Services as set forth in this Exhibit "A". 1.5.2 As of tlie Effective Date, the Contractor shall purchase from the City the equipment, listed in Attachment A, in the "as-is", "where-is" condition in the amount of $125,000, which sum shall be paid to the City on or before the Effective Date. The Contractor will assume all rights and obligations relating to the equipment as of the Effective Date. To the extent that the City will require the Contractor to execute a bill of sale for such equipment, the Contractor will execute and deliVer the same promptly to the City. 1.5.3 A third party 'furnishings, fixtures and equipment' consultant will value the remaining supplies, materials and minor tools and equipment (not the subject of the .sale and purchase) at the Site that is related to Golf Cours~ maintenance. The Contractor shall pay the City for the cost of the .' independent consultant's valuation by the Effective Date or as soon as practicable as agreed to by the City. 1.5.4 The Contractor shall take all necessary precautions for safe operation of purchased equipment and the protection of the public from injury and damage from such equipment. 1.5.5 All accessory equipment must be maintained in a clean, safe, functioning condition at all times and repainted as required to present an aesthetically pleasing appearance. . 1.5.6 The Contractor shall be responsible for the repair and repl.acement of Golf Course signage, shoe brushes, trash receptacles, ash urns, greens cups, NCGA tee markers, benches, s~nd rakes, flags and poles, ball washers, fairway yardage poles, and sprinkler yardage markers. 1.6 INQUIRIES AND COMPLAINTS .; 1 ~6.1 The Contractor shall have at the Golf Course and the Site designated responsible management personnel who will be authorized to take the necessary action regarding inquiries and complaints that may be received by the City, the golf course management services professional and/or patrons during regular business hours. Copies of any and all public correspondence will be provided to the GSM. 13 Rev. January 11,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Conlra cts\Cl1 136681-Valley Crest Golf Maintenance\Cll136681 Valleycrest GC Maintenance Agreement FINAL 1 0.12.2010.doc All maintenance employees shall present a neat, well-groomed appearance at all times. The Contractor's employees shall act in a courteous, professional manner at all times. Every effort shall be made to perform the work while creating minimum disturbance to the golfers. Any Contractor employee, who is determined by the GSM to be incompete-nt, disorderly, and intemperate or otherwise behaves objectionably, upon request of the G8M, shall be immediately removed by the Contractor from the Golf Course crew and replaced with a satisfactory replacement. The Superintendent will attend and participate in bi-weekly Golf Course management/tenant meetings, monthly Golf Advisory Committee meetings and other Golf Course-related meetings, whenever the subject of Golf _ Course maintenance will be a topic or related topic of discussion. The Superintendent shall play the Golf Course in order to be able to discuss-the Golf Course conditions with the golf course services professiOnal and golfer patrons and experience first-hand the playing conditions. Rounds shall be limited to the weekdays, and in no event more than four (4) complimentary rollnds a month, subject to space availability, and no advance reservations will be permitted. All other Contractor maintenance staff assigned to duties at the Golf Course may play two (2) complimentary rounds a month, weekdays only, subject to space availability, and no advance reservations. The Contractor's staff, who will be assigned to duties at the Golf Course, shall be fingerprinted before they will be permitted to commencing work on behalf of the Contractor at the Golf Course. The Contractor will confirm, in writing, of such fingerprinting, upon request of the G8M. 1.7.2 Uniforms: The Contractor shall pay for and bear the maintenance cost of uniforms for all employees working on the Golf Course. The uniform shall be worn as a complete unit and be fitted properly. The uniform shall be cleaned and pressed with no rips, tears or permanent stains present. The uniform shall include an inSignia or logo that refers to "City of Palo Alto Municipal Golf Course." In cool weather when a jacket or sweatshirt is needed, the jacket or sweatshirt shall be worn as the outer garment. All shirts and jackets shall have the golf course logo and the worker's first name on them. Protective golf staff equipment shall be determined by the Contractor when working on the golf Gourse. When working elsewhere at the facility, but not within the actual field of play, a cotton uniform cap with either of the golf course logos may be worn, but must be worn with the bill facing forward at all times. 15 Rev. January 11,2010 -S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\K.ATHy\Conlra cts\CII136681.Va1ley Crest Golf Maintenance\Cll1366~1 Va1leycrest GC Maintenance Agreement FINALIO.l2.2010_doc ·2.0.4 The Contractor shall perform any required maintenance activities, including, but not limited to, ropes, stakes, traffic control, turf aerification, and overseeding as a result of golf cart use on the Golf Course. . 2.0.5 The Contractor shall-meet weekly with the golf professional to coordinate golf events and maintenance activities. 2.1 MAINTENANCE RECORDS The Contractor shall provide the GSM with a written schedule of the work to be performed during the following month, which shall include, but is not limited to: general Golf Course maintenance, aerification, tree trimming, pond maintenance, herbicide/insecticide application, fertilization and replacement of plants with ~right colors. The report shall be provided in a format developed by the Contractor and approved by th~ GSM. If the Contractor finds that it is not possible to maintain the submitted .schedule, the GSM shall be advised, and arevised schedule shall be submitted. 2.1.1 The Contractor shall maintain and keep current a log that records all on- going, seasonal and additional work, and maintenance functions performed on a daily basis by the Contractor's personnel. The report shall be in a form and content acqeptable to the GSM and shall be submitted to the City concurrent with the monthly invoicing. The monthly payment will . not be made until such rep'ort is received by the City. . 2.2 TREES' 2.2.1 Trees trimmed as needed. All tree trimming activities shall be performed on a schedule approved by the GSM and in accordance with the tree, shrub and other wood plan maintenance pruning practices outlined by the American National Standards Institute, Inc. (ANSI) and International· Society of Arboriculture (ISA) Best Management Practices standards. However, such trimming and pruning is a minimum level and shall not relieve the Contractor of other responsibilities set forth herein. The Contractor shall consult with the City's Managing Arborist on issues concerning the removal or treatment of trees at the Golf Course. 2.2.2 Trees shall be kept in healthy condition and pruned as required to remove broken or diseased branches. The Contractor shall develop a pruning . program, which will promote proper tree scaffolding, strength, and . appearance consistent with its intended use. The Contractor shall prune trees to allow wind to pass through the tree, reducing and preventing B- "sail" effect when needed. 2.2.3 Trees located adjacent to vehicular and/or pedestrian traffic ways shall be maintained so as not to obstruct vehicle and/or pedestrian visibility and clearance. Trees interfering with airport tower vision must be trimmed and 17 Rev. January 11,2010 S;\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\I(ATIIy\Contra C1s\CII136681-Valley Crest Golf Maintenance\Cll136681 VaIJeycrest GC Maintenance Agreement FINALI 0.12.201 O.doc 2.2.14 The Parties agree that the annual compensation provided her~in includes an amount not to exceed $13,000 annually, allocated for the arbor care, including tree planting, stump grinding and major tree trimming, and associated green waster disposal for ~rees above 15 feet from the ground. 2.3· SHRUBS The Contractor shall: 2.3.1 Pr~ne shrubs to retain as much of the natural informal appearance as possible. 2.3.2 Shrubs used as formal hedges or screens shall be pruned as required to present a neat, uniform appearance. . 2.3.3 Remove any spent blossoms or dead flower stocks as required to present a neat, clean appearance. 2.3.4 Plants growing over curbing and/or sidewalks shall be trimmed on a natural taper rather than vertical so as not to appear to be hedged. 2.3.5 Schedule the application of a commercial fertilizer as often as required to promote optimum growth and healthy appearance to all shrubs. 2.3.6 Any plant requiring removal shall be replaced by the Contractor. 2.4 GROUND COVER -NATIVE GRASSES 2.4.1 Apply all chemical control (e.g. pesticides) as required and in conformance with the Golf Course Integrated Pest Management Plan that will be approved each year (Section 1.3) to contro"l or prevent pest infestations to protect ornamental planti~gs. 2.4.2 Trim ground cover adjacent to walks, walls and/or fences as required for general containment to present a neat, clean appearance. 2.4.3 Cultivate and/or spray herbicide to remove broad-leafed and grass weeds as required (and in conformance with the Golf Course Integrated Pest Management Plan that will be approved each "year (Section 1.3). Shrub beds shall be maintained in a weed free condition. 2.4.4 Keep ground cover trimmed back from all controller units, valve boxes, quick couplers, or other appurtenances or fixtures. Do not allow ground covers to grow up trees·, into curbs, or on structures or walls. Keep trimmed back· approximately 4 inches from structure or walls. 2.4.5 Fertilization: Schedule fertilization of all ground cover areas with a commercial fertilizer as often as required to promote healthy appearance. Any fertilizer or chemicals must be applied is strict adherence with 19 Rev. JlIrluary 11,2010 S:\ASD\PURCIDSOLICIT A TlONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cll136681-Valley Crest Golf Maintenllrlce\Cll136681 Valleycrest OC Maintenance Agreement FlNALI0.12.201O.doc 2.6.1.3 The soil moisture content on greens, tees and fairWays shall be checked regularly and appropriate adjustments made. Adequate soil moisture shall " be determined by visual observation, plant resiliency, and turgidity, examining cores removed by soil probe, moisture sensing devices and programming irrigation controllers accordingly. 2.6.1.4 The Contractor shall obserVe and note deficiencies occurring from the original design of facilities and review these find ings with the "GSM so necessary improvements can be considered. 2.6.1.5 All" leaking or defective valves, lines, sprinkler heads, and quick cquplers shall be repaired within twenty-four "(24) hours at the expense of the Contractor. A report of such repairs shall be given to the GSM weekly. 2.6.1.6 The Contractor shall turn off all controllers when it is not necessary to irrigate due to adequate rainfall. 2.6.1.7 The Contractor shall monitor reclaimed water and potable water. Reclaimed water shall not exceed 65% and potable water costs shall not exceed $250,000. The Contractor shall notify GSM if these costs exceed $225,000. As conditions dictate GSM may approve additional potable water use. 2.6.1.8. The City acknowledges that the adequacy of water supply and quality cannot be guara~teed for water irrigation purposes and that, after the Effective Date, the City may adopt water usage restrictions and take other measures that could impact the amount of water available for irrigation purposes at the Golf Course. In the event that the City becomes aware of a decrease in the water supply, then the City will inform the Contractor of such occurrence, and the Parties promptly will use reasonable efforts to ascertain the effect, if any, of the decrease in water supply on the standards of maintenance to which the Contractor is required to adhere in t~e performance of the Services. To the extent practicable, the City will endeavor to prioritize water usage in order to cause the least impact to the water supply available to the Golf Course, and the Contractor's obligation to adhere to the standards of maintenance will be evaluated by the City under then prevailing conditions of a decrease in water supply for irrigation purposes. 2.6.2 SYSTEM MAINTENANCE " The Contractor is aware of the current location and general condition of the Golf Course's water irrigation system and accepts the system in its "as-is" "where-is" conditions, and agrees to be fully responsibility for the repair and maintenance of the system. Any required replacements, repairs, and maintenance to existing components of the system to ensure the system remains in operation are the sole responsibility of the Contractor. Appropriate personnel shall be trained in the use of the master 21 " Rev. January 11,2010 S:\ASD\PURCIDSOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KA THy\Contra cts\Cll136681-Valley Crest Golf Maintenance\Cll136681 Valleycrest OC Maintenance"Agreement FINALI 0.12.201 O.doc drafted annually and following specifications for rodent control. Damage to public or private property due to"erosion "as a result of rodent activity shall" be repaired at the Contractor's expense. The Contractor will use reasonable" efforts to several times daily remove the geese from the Golf Course. The Contractor shall contact the Palo Alto Airport Tower for their approval whenever there are attempts to remove the geese from the Golf Course. Goose guano shall be cleaned on an as- needed basis on the Tees, Greens, Approaches, Fairways, and Cart Paths, using best management practices. 2.8 WEED CONTROL OF PAVED SURFACES The Contractor shall control all weeds growing in cracks, expansion joints and other hard surfaces by the use of mechanical weed control or with limited use of chemicals in accordance with the Golf Course IPM Plan. 2.9 WEED CONTROL IN LANDSCAPE AREAS Weed control in landscaped areas shall be accomplished by mulching and the use of mechanical weed eradication. 2.10 STRING TRIMMERS Care shall be exercised with regard to the use of string trimmers to prevent damage to building surfaces, walls, header board, light fixtures, signage, etc. A minimum of 12" bare soil or mulched buffer zone shall be maintained around the circumference at the base of all trees in I"andscaped areas. 2.11 GREENS Maintain all turf in accordance with playability and industry wide standards as determined by the GSM, observing the following minimum " requirements: 2.11.1 Greens shall be mowed daily in the s!Jmmer (March 1 -o.ctober 31) and a minimum ofthree (3) times per week during the winter (November 1 - February 28) with an approved greens reel type mower at a height of 130 or as recommended by the superintendent and approved by the GSM. Frequencies and height of cut may be modified from time to time as deemed necessary by the golf course superintendent with the prior approval of the GSM. All grass clippings must be" collected and removed from the site during each mowing operation, including dispersed in a method to prevent unplayable conditions. Greens must be mowed, and rolled if performed, prior to first golfer of day reaching each respective green, including the putting green. Care will be given on clean-up lap mowing to reduce turf loss and playability. 23 Rev. January 1l.2010 S;\ASD\PURCIDSOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Conlra cts\ClI136681-Valley Crest Golf Maintenance\Cll13668l Valleycrest GC Maintenance Agreement FINALl 0.12.20 IO.doc square feet shall be applied per growing month. Typically, a variety of granular slow release types of material or liquid sprayable fertilizer may be utilized. Use of materials to control salt damage and water infiltration shall be applied to meet the requirements of the turf and playable conditions. Fertilizer shall be applied every 3-4 weeks during the active growing season and every five (5) weeks for the remainder of the year. 2.11.7 Treat greens with proper chemicals to control insects, disease, weeds and other pests in conformance with the City's IPM Plan. 2.11.8 Greens shall be kept free of non-native and/or invasive grasses and/or broadleaf weeds that tend to creep in from the edges. A threshold level of 0-2% has been set for weeds and disease: Insect threshold has been set at 0-5%. No foreign grass encroachment from collars. 2.11.·9 EC readings should be taken during spring and fall to determine salts levels and if they are above normal, corrective action taken to reduce to appropriate levels to promote optimum health of the turf. 2.11.10 Green speed should be consistent daily on all greens with the difference between the lowest green speed and the highest green speed no more than one (1) foot in variance on the stimp meter through out golf course. G'reen speeds should be no lower than 8 feet in average daily during the months of May, June, July, August, September, and October, and no lower than 8 feet 6 inches daily for the other months. Green speeds should be maintained as high as agronomic conditions and play conditions allow. 2.11.11 Debris from trees shall be cleared prior to mowing and .during day as needed, no standing water or severe turf loss areas, pest and vandal damage to be repaired, and bare and stressed areas sodded or plugged to ensure quality playing conditions. 2.11.12 Ball marks shall b~ repaired daily. 2.12 COLLARS, APPROACH, BANKS AND GREEN SURROUNDS Maintain all turf in accordance with playability and industry wide standards as determined by the GSM observing the following minimum requirements: 2.12.1 Collars shall be mowed a minimum of two (2) times each week during the summer (March 1 -October 31) and one (1) to two (2) times each week during the winter to (November 1 -February. 28) maintain a height of % . inch, mowing with a triplex mower. 2.12.2 Green surrounds shall be mowed a minimum of two (2) times each week in the summer (March 1 -October 31) and one (1) to two (2) times per week in the winter (November 1 -February 28) to maintain a height of 1 25 Rev. January 11,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENTBUYER-CMFOLDERS\KATHY\Contracts\C11136681-Valley Crest Golf Maintenance\Cll136681 Valleycrest GC Maintenance Agreement FINALI 0.12.20 1 O.doc 2.13 TEE MAINTENANCE Maintain all turf in accordance with playability and industry-wide standards as determined by the GSM observing the following minimum requirements: 2.13.1 Service tees daily by moving tee markers, removing trash and checking benches and ball washers. Change tee towels and water weekly and . keep ball washers filled to proper level with wate(andappropriate cleaning agent. Tee markers shall be moved daily to healthy turf areas, placed at appropriate direction to play. Tee markers placed in healthy areas with tee markers .set flat to ground and direction of play .• 2.13.2 Mow tees two (2) times weekly in the summer (March 1 -Octob~r 31) and one (1) to two (2) times weekly in the winter (November 1 -February 28) with reel type mower, with baskets, at height of 112 inch or a height as recommended by the superintendent and approved by the GSM. All grass clippings will be collected and dispersed properly for playable conditions. 2.13.3 Aerify and topdress tees, with sand and mulch pre-approved by the GSM, at least two (2) times per year, or more frequently if needed, using the appropriate equipment with the minimum of inte'rference to play. Aerification shall be carried out with a minimum of interference to play and plugs removed the same day. Aerification shall be in conjunction with the golf professional and the GSM. All aerification hole sizes, with a minimum of 518 inch utilized, and spoil locations shall be pre-approved by the GSM. Care should be taken to have as minimal disturbance to tee surface from manual and equipment applications during aerification process. Bare areas sodded and leveled. 2.13.4 Fertilization frequency, materials and analysis shall be determined·from results of annual soil nutrient level testing and growing conditions at the time of treatment. Under normal conditions, 0.50 to 0.75 pounds of actual nitrogen 'per thousand square feet shall be applied every 6-8 weeks during the active growth season and every 8-10 weeks during the remainder of the year. Typically combinations of granular slow release type of materials may be utilized. 2.13.5 Repair worn and damaged turf areas as they occur by topdressing. overseeding or resoddingto ensure playability at all times. No standing water or mud holes and pest and vandal damage repaired. . 2.13.6 Tees shall be overseeded, with approved perennial rye seed by the GSM, following aerification and before topdressing at a rate of 9 Ibs. per thousand square feet of tee area. 2.13.7 Treat tees for control of insects, disease, weeds and other pests as necessary to maintain healthy turf. All treatments shall be in compliance 27 Rev. January 11,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHY\Contra cts\Cll136681-Valley Crest Golf Maintenance\Cll13668l Valleycrest GC Maintenance Agreement FINAL! O.12.2010.doc recommended to promote turf growth, improve water infiltration, and improve salt damage. . 2.14.30verseed all fairways.once per year, in fall and at a preapproved date with the GSM and golf professional, with perenial rye grass, pre-approved by the GSM, at a minimum rate of 400 Ibs. per acre. All seed shall be slit seeded into the soil to ensure adequate soil and seed contact. A post seed application offertilizer (15-15:-15 or equivalent) shall be applied with four (4) weeks of the overseed process at a rate of one (1) Ib per thousand of nitrogen. Overseed andtopdress (or re-sod) of worn or bare areas of fairways as necessary. 2.14.4 Treat turf to control weeds, invasive grasses (Le. Kikuyu), diseases, insects, and other pests as necessary to maintain fairway threshold level. A threshold level of 35% for weeds, 50% for disease and 40% for insects has been set. Spot spraying by location basis as needed when thresholds are exceeded. All treatments shall be in compliance with the IPM Plan. 2.14.5 A proper fertilizing and nutrient program shall be performed per soil testing recommendations each calendar year. Fertilization shall be performed a minimum of every 8-10 weeks during the active growth season and every 10-12 week during the remainder of the year. 2.14.6 Policing to control litter shall be done on a regular basis for the removal of all paper, leaves, cans, bottles, tree branches, etc. 2.14.7 Excessive turf clippings shall be dispersed by a method of dragging, baskets, vacuumed or blown to ensure proper playable conditions are· provided. Grounds under repair painted with appropriate white turf paint and roped off neatly and consistently throughout the golf course. Grounds under repair include those under repair by the Contractor and those areas where turf is at a level that is not consistent with other associated turf areas. Yardage markers and sprinkler head yardage markers in place and maintained. Cart traffic management devices in place; bare or stressed areas properly addressed. No standing water or mud holes. Pest and vandal damage repaired. 2.14.8 Excessive turf clippings shall be dispersed by a method of dragging, baskets, vacuumed or blown to ensure proper playable conditions are provided. Grounds·under repair painted with appropriate white turf paint and roped off neatly and consistently throughout the golf course. Grounds under repair include those under repair by the Contractor and those areas where turf is at a level that is not consistent with other associated turf areas. Yardage markers and sprinkler head yardage markers in place and maintained. Cart traffic management devices in place; bare qr stressed areas properly addressed. No standing water or mud holes. Pest and vandal damage repaired. 29 Rev. January 11,2010 S:\ASD\PURCHISOLICITA TIONS\CURRENT BUYER-CM FOLDERS\KA TIfY\Contra cts\Cl i 136681-Valley Crest Golf MaintenancelCll136681 Valleycrest GC Maintenance Agreement FINAL I 0.12.201 O.doc other related applications for the golf course. The report will conform to the requirements of the IPM Plan. 2.16.5 The Contractor shall flush drainage inlets once a year. 2.16.6 The Contractor shall utilize wood chipping machinery to produce wood chips from tree pruning and care. Wood chips may be spread throughout golf course in preapproved areas by the GSM. No permanent dumping of course debris such as branches, wood stumps, etc. is approved on the property. The Contractor is responsible for costs associated with any removal of debris. Any other course-generated debris such as earthen spoils shall be dispersed at locations and with methods preapproved by the GSM. 2.16.7 Turf areas surrounding the clubhouse shall be mowed one (1) time per . week at a height of 1-1/4 inches .. 2.16.8 The Contractor shall provide, at its sole expense, an effective goose control program to mitigate goose activities, including, but not limited to, the use of control dogs, motorized hand controlled boats, noise makers, and other methods. 2.17 SAND BUNKERS 2.17.1 Sand bunkers shall be cleaned and raked by mechanical method or by hand a minimum of three (3) times per week with Fridays being one of the three days. No eXCeSS sand buildup on high side. 2.17.2 Sand depth shall be randomly checked monthly for depth of sand and shall be maintained no less than four inches (4") deep. Additional sand will be added at the Contractor's expense. 2.17.3 Turf shall be mechanically edged along sand bunker edges monthly, or more frequently if required, to ensure a neat appearance. Care shall be taken to maintain the design outline of the bunkers to insure the integrity of the bunker shape. Bunkers should have 1" lip on lower side. Chemical control of sand edges through use of a non-selective herbicide or growth regulator around sand bunkers shall be allowed with preapproval of GSM. 2.17.4 Excess sand in the turf surrounding the trap shall be removed on a regular basis. 2.17.5 A minimum of two (2) to five (5) rakes are to be available, depending on bunker size, at all sand bunkers at all times. Rakes properly maintained. (Color and style are subject to GSM approval.) 2.17.6 Bunker sand shall be cultivated as needed, or at a minimum of once per . month, to ensure sand is not compacted. Methods should be used to not 31 Rev. January 11,2010 S:\ASD\PURCmsOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra c!s\Cl I 136681 -Valley Crest Golf Maintenance\CII136681 Valleycrest GC Maintenance Agreement FINAL I 0.12.20 I O.doc 2.18.3.1 All periphery areas shall be maintained in a manner consistent to industry standards to ensure a healthy and aesthetically pleasing appearance at all times. 2.18.3.2 Areas shall be mowed, weeded, cleared of litter and other debris on a regular basis (a minimum of once per week). Watering should occur if the area is covered by the irrigation system. 2.18.3.3 Special attention shall be given to periphery areas adjacent to public roadways since these areas are highly visible to the general public and constitute a "first impression" of the overall service level of the course: . 2.18.3.4 All areas are to be inspected for erosion problems and repaired as needed. 2.19 PARKING LOTS 2.19.1 Parking lots shall be maintained in a safe condition for use by both vehiCles and pedestrians, and Cleaned each day to ensure.a clean, crisp. appearance free from litter, debris, ano weeds including all landscaped planters on or adjacent to the lots (including the traffic island on Embarcadero Way near the primary entrance to the Golf Course) .. 2.19.2 All parking lot lighting shall be inspected daily and repaired as needed or reported to the City's PW Facilities Maintenance Division. 2.19.3 "Disabled Parking" signage and other signage shall be rllaintained in accordance with all City, County, and State regulations. 2.19.4 All parking lot signage shall remain in place, maintained and readable. 2.19.5 Parking lot asphalt shall be inspected daily by the Contractor. The City's PW Facility Maintenance Division shall be called for the performance of repairs .. The lots shall be generally ·maintained free of debris, litter, leaves, and trimmings. The Contractor shall inspect and clean the lots daily. 2.20 GRAFFITI. 2.20.1 The Golf Course shall be inspected daily for evidence of graffiti. Special attention shall be given to restrooms, signs, markers, block walls, curbing, paving, tees, utility poles/boxes and/or any other structures or fixtures. 2.20.2 All graffiti shall be removed within twenty-four (24) hours of detection. 2.20.3 Graffiti requiring paint over shall be painted over with a color consistent with ·that of the original surface. 2.20.4 Graffiti on non-painted surfaces shall be removed by sand or water blasting and area returned to the preexisting condition. 33 Rev. January 11,2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-eM FOLDERS\KATHY\Contra cts\CII136681-Valley Crest Golf Maintenance\Cl1136681 Valleycrest GC Maintenance Agreement FINALIO.12.2010.doc City shall make available for use by the Contractor, at no charge to . . the Contractor, the Site and Facilities for the storage Qf golf courseMrelated equipment, materials and/or supplies. The Facilities will be available to the Contractor on an "as is" basis. The Contractor will conform its use of the Facilities to all applicable laws, rules and regulations regarding the storage of materials on the City's premises, including, but not limited to, the .storage of hazardous, toxi·c or flammable materials. The City assumes no responsibility for any theft, . destruction or damage to the Contractor'.s personal property that is stored at the Facilities. The Contractor will return the facility to the City in its original condition as of the date of commencement of the contract between the City and the Contractor, normal wear and tear excepted. 2.23.1.1 Permitted Usage: The Contractor may use the Site and the Facilities . for the following uses: Storage, Files, Office area or other similar uses. The Facility may not be used for any other purposes without the City Manager or designee's prior written consent, which may be granted or denied at the City's sole discretion. 2.23.1.2 Prohibited Uses. The Contractor shall not use the Site and the Facilities for any purpose not expre~sly permitted hereunder. The Contractor shall not create,. cause, maintain or permit any nuisance or waste in, on, or about the Site or the Facilities, or permit or allow the Site or the Facilities to be used for any unlawful or immoral purpose. The Contractor shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the City's property or the occupants of . neighboring property. Specifically, and without limiting the .. above, the Contractor shall not cause the emanation of any foul odor or excessively loud noise,·vibration, power emission, or other item to emanate from the Site or the Facilities. No materials or articles of any nature shall be stored outside of or upon any portion of the Site or the Facilities. The Contractor will riot use the Site or the Facilities in a manner that will increase the risk of fire, cost of fire insurance or improvements thereon. No unreasonable sign or placard shall be painted·, inscribed or placed in, on or about the Site or the Facilities and no tree or shrub thereon shall be destroyed or removed or qther waste committed at the Site or the Facilities. No bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed in stored facilities at the Site, except for the garage or driveway. No repair, overhaul or modification of any motor vehicle shall take place in the Facilities or the surrounding property or the street in front of Facilities. The Contractor, at its sole cost and expense, shall keep the Site and -the Facilities in as good as the condition as of the Effective Date, excepting damage resulting from ordinary 35 . Rev. January 11,2010 S:\ASD\PURCH\SOLICITATIONS\CURRENT BUYER·CM FOLDERS\KATHy\Contra cts\CI1 136681-Val1ey Crest Golf Maintenance\Cll136681 Valleycrest GC Maintenance Agreement FINALIO.l2.2010.doc responsibility of the Contractor, including telephone, gas, potable water, sewer, and trash, except as otherwise agreed to, in writing, by the City .. The City will provide electrical service to the Site and the Facilities without an additional charge to the Contractor in excess of the compensation payable under Section 5 and Exhibit "C". 2.23.10 Adherence to all City, County, and State regulations for proper storage and disposal of materials is required. 2.24 CLUBHOUSE AND FACILITY LIGHTING All lighting systems shall be inspected by the Contractor on a regular basis for faulty bulbs, fixtures or other malfunctions repaired and/or replaced as needed by the City's PW Facility Maintenance Division. 2.24.1 Walkways, breezeway, surroundings, ramps, driving range walkway and tees cleaned of litter, dirt, and landscape debris daily. All garbage containers at clubhouse and surrounding area must be emptied daily. 2.24.2 Exterior lighting working and scheduled properly. Report needed repairs to the City's PW Facility Maintenance Division. 2.24.3 All signage accurate and readable. 2.24.4 A threshold of 50% has been set for disease and weeds 60% for insects . . Spot spraying by location basis only when thresholds are exceeded. Any use of pesticides must conform to the IPM policies and procedures. 2.25 NETS/FENCES/GATES 2.25.1 The Contractor will be responsible for net repair and material costs on . holes 3,6,10, and Driving Range. 2.25.2 All fences and gates shall be inspected regularly with repairs made as needed to ensure a safe, secure and aesthetically pleasing condition at all times, no holes in fences. Repairs and materials are the responsibility of the Contractor. 2.26 POND MAINTENANCE 2.26.1 Algae and cattail control program shall be maintained as approved by the GSM. 2.26.2 Pond shall be inspected daily with all visible litter/trash removed upon detection. 2.26.3 Pond water levels shall be maintained to ensure bank stability and aesthetic. 37 Rev. January 11,2010 S:\ASD\PURCH\sOLICITATIONS\CURRENT BUYER·CM FOLDERS\KA THY\Contra cts\CII136681· Valley Crest Golf Maintenance\CI1136681 ValJeycrest GC Maintenance Agreement FINALlO.12.2010.doc The City will be responsible for the repairs and maintenance of the building . exteriors and interiors of the Clubhouse, Restrooms and Storage Facility . . 2.30 GOLF COURSE WETLAND AREAS Wetland areas shall not be disturbed by vehicular traffic, fertilizers, pesticides and equipment. Litter and debris must be removed daily. Wetland signage must be clean, readable and placed along both sides of Wetlands. Replacements 9f all signage will the responsibility of the Contractor. V. GENERAL CONDITIONS A. Permits/Parking The Contractor shall be issued a free maintenance permit from the City's Department of Transportation. This will allow the Contractor's crews to use City parking facilities at no charge during the term of this contract and only while dOing landscape maintenance work for the City's Open Space and Parks Division. B. Payments and Inspection Payment will be made for work satisfactorily completed as called for in this contract. The City's Representative shall inspect and notify the Contractor· of any unsatisfactory work. Unsatisfactory work shall be corrected within 24 hours. The Contractor or the Contractor's representative shall. meet with a representative from the City at least once a month during the life of this contract to inspect Work performed .. The Contractor will bill the City by the 5th of the month following service. The City will pay the Contractor on a monthly basis for labor, eqUipment and materials provided during the monthly billing period. C. Use of Sanitary Landfill The refuse disposal facilities of the city of Palo Alto Sanitary Landfill located adjacent to East Embarcadero Road in said City will be made available to the Contractor through the 2011 calendar year for the disposal of all trees, rubbish and construction debris generated on work site. The Contractor shall pay all dump fees. The Contractor shall at its sale expense load, haul and deposit said rubbish and debris during normal landfill operating hours. All landfill regulations will apply to all debris deposited by the Contractor. Any questions regarding landfill rules and regulations shall be directed. to the Landfill Supervisor. A digest of the refuse disposed area rules and regulations have been appended to this contract. At the end of the 2011 calendar year, the Contractor shall at is 39 Rev. January 11,2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\CII136681-Valley Crest Golf Maintenance\CI1136681 VlIlleycrest GC Maintenance Agreement FINALl 0.12.201 O.doc EXIllBITB SCHEDULE OF PERFORMANCE The Contractor Shall perfonn the Services so as to. complete each task within the time period sp·ecified in the Scope of Services, attached to this Agreement as Exhibit "A". The Contractor shall provide the specified services according to the frequency and schedule specified in Exhibit "A". . . the Contractor shall execute the use of proper knowledge, skills, materials and equipment of a timely basis to maintain all areas in a clean; safe, healthy, and aesthetically acceptable manner during the entire term of this contract. The Contractor agrees to be continuously alert in locating and defining problems and agrees to exercise prompt and proper corrective action,. Action times will be prioritized, and low priority items will be given a time line for corrections. . Upon request, the Contractor shall provide a detailed schedule of work consistent with completing the required Services as needed. 5 Rev. January 11,201.0 . . S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KA THY\Contra cts\CII136681-Valley Crest Golf Maintenance\CI1136681 Valleycrest GC Maintenance Agreement FINALIO.l2.2010.doc EXHIBITD INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WIlli CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW' MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES NO YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL B9DIL Y INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, -EACH OCCURRENCE $1,000,000 $1,000,000 INCLUDING ALL OWNED, HIRED, PROPERTY DAMAGE $1,000,000 $1,000,000 NON-OWNED BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY· ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNiFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" 10 Rev. January 1 I, 2010 S:\ASD\PURCH\SOLICIT ATIONS\CURRENT BUYER-CM FOLDERS\KATHy\Contra cts\Cl 1136681-Valley Crest Golf Maintenance\Cll 13668 1 Valleycrest GC Maintenance Agreement FINALIO.I2.2010.doc EXHIBITE BONDS [ATTACH BOND FORMS IF BONDS ARE REQUIRED] 12 Rev. January 11,2010 S:\ASD\PURCIDSOLICITATIONS\CURRENT BUYER-CM FOLDERS\KATIIY\Cpntra cls\Cll136681-Valley Crest Golf Maintenance\C11136681 Valleycrest OC Maintenance Agreement FINAL 1 O.l2.20t O.doc Division contact/ext: Date: October 1,2010 2010 ATTACHMENT 2 Annual Division IPM Summary and Prohibited Pesticide Inventory Report Please complete the/ollowing information and submit to Julie Weiss by December 31,2010 .1) Please list and describe the pest problem trends your division dealt with this year, including peak season problems and non-chemical/structural/landscape solutions that were used .. 2) Which IPM pesticide alternatives were considered and tested? What was their effectiveness? 3) Were any new rPM plans created or revisions made to existing plans? (IPM plans that were submitted last year will be annexed in this year's Amiual Report unless divisions submit.revised versions). 4) What training programs are you interested in receiving for your staff or program this year? 5) Per new 2009 Stormwater Permit requirements, please answer the following: a. How many of your employees apply pesticides? b. Please confirm that these employees will have been informed of and read the City's rPM Policy by December 31, 2009 (see policy statement below). D Yes DNa Per CMR 343-01: The City of Palo Alto will carry out its pest management operations using reduced-risk [PM techniques to reduce or eliminate chemicals to the maximum extent. Chemicals will be used only as a last resort/or pest management problems. Each division that applies pesticides will maintain an active IPM plan to ensure the long-term prevention or suppression of pest problems with minimum negative impact on human health, non~target organisms, and the environment. The City will actively pilot non-toxic alternatives for structural and landscape pest control, seeking to use tile most recent technology, best management practices and lea$ttoxic methods for all pest control measures. The City will use appropriate venues to educate staff and the public about its [PM commitment in an effort to role model less toxic approaches to structural and landscaping pest controL c. Please confirm that these employees have been trained in some form of IPM practices in the last three years (please submit training agendas or training description). City of Palo Alto City Manager's Report TO: HONORABLE CITY COUNCIL FROM: DATE: CITY MANAGER OCTOBER 25, 2010 DEPARTMENT: HUMAN RESOURCES CMR:392:10 REPORT TYPE: CONSENT SUBJECT: Appointment of Michael Edmonds as Acting City Auditor RECOMMENDATION Appoint Michael Edmonds as Acting City Auditor DISCUSSION On October 18, 2010 the City Council interviewed the finalist for the position of Acting City Auditor and approved moving forward expeditiously with the appointment of Michael Edmonds. City Auditor Lynda Brouchoud is on leave of absence from October 18,2010 to April 17, 2011 and Mr. Edmonds will be able to inunediately assume the duties of the office during her leave. Mr. Edmonds has over 30 years oflocal government auditing experience and has served at the executive level in both San Jose and Oakland. Additionally, ]\tlr. Edmonds has previously worked with our current and former City Auditors and is familiar with the policies and procedures of the City of Palo Alto. Since Mr. Edmonds is currently retired from the California Public Employees' Retirement System (CalPERS), the CalPERS retirement rules will limit his work to a total of 960 hours during this fiscal year. This enables him to work full time and he will collaborate with the City Council on how he allocates his time. Mr. Edmonds will be compensated at the same $75 hourly rate as our current City Auditor and he will not be receiving any additional benefits. There will be no material impact on the department budget as his compeusation will be paid from salary savings due to Ms. Brouchoud's leave. DEPARTMENT HEAD:\:) Q~--- Russell Carlsen of Human R ces CITY MANAGER AFPROV AL:~:E:rf.."=:::;~~~~~"---/f::!:J.-=--_ CMR: 392:10 Page 10ft 7 TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: HUMAN RESOURCES DATE: October 25, 2010 CMR:388:10 REPORT TYPE: ACTION SUBJECT: Adoption of Two Resolutions: (I) Amending Section 1901 of the Merit System Rules and Regulations Regarding a Memorandum of Agreement for Represented Hourly Employees (SEIU Hourly Unit) and (2) Adopting a Compensation Plan for Represented Hourly Employees (SEIU Hourly Unit) and Rescinding Resolution 8758 RECOMMENDATION Staff recommends the following to Council: (I) Adopt the attached resolution amending the Merit System Rules (2) Adopt the attached resolution adopting a new compensation plan BACKGROUND Hourly employees serve as a contingent workforce, providing increased flexibility to City departments. Certain hourly employees that work on a consistent basis are represented by the Service Employees' International Union (SEIU) -. the "SEIU Hourly Unit." This unit specifically excludes seasonal, intermittent and limited basis workers. Hourly employees who do not meet the SEIU Hourly recognition requirements serve as unrepresented Limited Hourly employees and are covered by a separate compensation plan. The SEIU Hourly Unit has roughly 140 employees who work in a variety of capacities including Lifeguard, Librarian, Theater Arts Professional, Custodial Assistant and Administrative Specialist. The collective bargaining process for this unit typically follows the Classified Unit negotiations (regular employees with benefits). The parties began negotiating in December 2009 and reached tentative agreement in July 2010. The primary issues discussed in this process included basic health care, expanding access to the City's internal recruitment process and providing more relevant classifications to fit the work being performed. CMR:388:IO Page 10f3 DISCUSSION This Memorandum of Agreement (MOA) with the SEIU Hourly employees has been ratified by the bargaining unit members and will take effect upon adoption by Council, with the exception of the medical stipend provisions which take effect in July of 2010 and July of2011. The Agreement continues through December 31, 2011. The City's difficult economic climate narrowed the City's ability to address most of SEIU's economic proposals in this round of negotiations. The key changes in the new SEIU Hourly MOA include: • As with other bargaining units, this unit will have a wage freeze for the duration of the contract. • The existing medical stipend will increase by $0.05 in Fiscal Year (FY) 2011 and by $0.10 in FY 2012. The current medical stipend is $2.72 per hour worked, will increase to $2.77 this fiscal year and move to $2.87 next fiscal year. • Members of this unit accrue sick leave for each hour worked; The rate is currently 0.03 hours per hour worked and will not change during the term of this contract. The parties negotiated a consistent approach of carrying sick leave accrued during hourly service to the classified service for employees hired into positions in the Classified Unit. The practice of sick leave carryover has been varied in the past. A review of the last 3 years finds an annual average of 6 employees hired in to the Classified Unit, each of whom had accrued an average of24 hours. • The probationary period was simplified from the existing requirement of 2 years or 1,400 hours worked, to 6 months. • In response to feedback from managers, the City negotiated several new job classifications to provide managers with more flexibility when hiring supplemental staffing. These classifications include Staff Specialist, Inspector, Journey-Level Laborer and General Laborer. • Members of this unit will now be eligible to apply for both internal and external SEIU Classified Unit promotional employment opportunities. Previously an hourly employee had to wait until the completion of the internal recruitment process to be considered for regular city positions. This change provides more flexibility to hiring managers to consider qualified staff that are already working for the City and have operational knowledge. This language does not obligate the City to do anything other than consider a qualified hourly along with the pool of other internal candidates. CMR:388:10 Page2of3 RESOURCE IMPACT The primary resource impact is from the increases in the medical stipend, which total $4,300 and $8,600 for FY 2011 and FY 2012 respectively. Staff estimates a $3,000 annual cost for allowing hourly employees hired into the Classified Unit to carry over accrued sick leave, based on averages from prior years. The total annual cost is estimated at $7,300 for FY 2011 and $11,600 for FY 2012. These costs can be absorbed without further budget modification. POLICY IMPLICATIONS The action recommended by this report is consistent with City Council direction. ENVIRONMENTAL REVIEW This is not a project under the California Environmental Quality Act (CEQA). ATTACHMENTS A; Resolution Amending Section 190 I of the Merit System Rules and Regulations Regarding a Memorandum of Agreement for Represented Hourly Employees (SEIU Hourly Unity) B: Resolution Adopting a Compensation Plan for Represented Hourly Employees (SEIU Hourly Unit) and Rescinding Resolution 8758 C: Redlined Memorandum of Agreement for SEIU Hourly Unit PREPARED BY: Sandra T.R. Blanch, Assistant Director, Human Resources Joseph Saccio, Administrative Services Deputy Director Marcie Scott, Human Resources Administrator . DEPARTMENT HEAD: ___ '''_~_~~ C:(",: - Russell Carlsen Director of Human Resources CITY MANAGER APPROVAL:~,,,-...A....::ft,-~ t-,~,.p' ,,-/ L---,,' =£-'..C'#"(-"---.:;t'--c:---T'Lf-_"l...r"--__ James K,i'ene f/ City Manager CMR:388:10 Page 30f3 ATTACHMENT A ** NOT YET APPROVED ** Resolution No. :-:::-_::-:- Resolution of the Council of the City of Palo Alto Amending Section 1901 of the Merit System Rules and Regulations Regarding a Memorandum of Agreement for Represented Hourly Employees (SEID Hourly Unit) The Council of the City of Palo Alto does RESOLVE as follows: SECTION I. amended to read as follows: Chapter 19 of the Merit System Rules and Regulations is hereby "1901. Memorandum of Agreement incorporated by reference. That certain Memorandum of Agreement by and between the City of Palo Alto and Local 521 SEIU, consisting of a Preamble and Articles r through XXV and Appendices A and B, attached thereto and incorporated therein, for a term commencing October -' 2010 and expiring December 31, 2011, is hereby incorporated into these Merit System Rules and Regulations by reference as though fully set forth herein. The memorandum of agreement shall apply to all employees in hourly classifications represented by said Local 521, SEIU, except where specifically provided otherwise herein. In the case of conflict with this chapter and any other provisions of the Merit System Rules and Regulations, this chapter will prevail over such other provisions as to hourly employees reprcsented by said Local 521, SEIU." SECTION 2. The changes to the Merit System Rules and Regulations provided for in this resolution shall not affect any right established or accrued, or any offense or act committed, or any penalty of forfeiture incurred, or any prosecution, suit, or proceeding pending or any judgment rendered prior to the effective date of this resolution. /1 1/ /1 II 1/ 1/ 101007 sh 8261451 1 ** NOT YET APPROVED ** SECTION 3. The Council finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Senior Deputy City Attorney 101007 sh 8261451 2 Mayor APPROVED: City Manager Director of Human Resources Director of Administrative Services MEMORANDUM OF AGREEMENT City of Palo Alto and Local 521, SEW PREAMBLE This Memorandum of Agreement is entered into by the City of Palo Alto (hereinafter referred to as the City) and Local 521 Service Employees International Union (hereinafter referred to as the Union). Employee, for the purposes of this Memorandum of Agreement, shall mean an employee assigned to a classification within the SEW Hourly unit. This Memorandum of Agreement is pursuant and subject to Sections 3500 et, seq. of the Government Code of the State of California and Chapter 12 of the City of Palo Alto Merit Rules and Regulations. ARTICLE I -RECOGNITION Section 1. Pursuant to Sections 3500 et. seq. of the Government Code of the State of California and Chapter 12 of the City of Palo Alto Merit System Rules and Regulations, the City recognizes the Union as the exclusive representative of a representation unit consisting of hourly employees who are regularly scheduled and who work an average of eight (8) hours per week over eleven (11) pay periods for a minimum of four hundred sixteen (416) hours per fiscal year. This does include PERS exempt employees. This does not include on call employees without regular schedules and who are hired to work occasionally for special projects. This does not include employees employed primarily to work seasonal or recreational programs and who may work intennittently outside their recreational season. This unit shall for purposes of identification be titled the SEIU Hourly unit, and includes employees in the classifications listed in Appendix A attached. The City shall notify the Union in writing of the development of a new hourly classification and upon request will meet and confer regarding inclusion of the classification in the SEW hourly unit. The parties agree that hourly employees are considered to be in the bargaining unit while that employee is employed by the City of Palo Alto if: (a) The employee is hired to work in a covered classification with the expectation of working an average of eight (8) hours per week over eleven (11) pay periods for a minimum of four hundred and sixteen (416) hours in a fiscal year Or (b) The employee actually works in a covered classification for an average of eight (8) hours per week over eleven (11) pay periods for a minimum offoUT hundred and sixteen (416) hours in any fiscal year beginning fiscal year 2003/2004. 1 Section 2. No Discrimination. The City and Union agree that no person employed by or applying for employment hereto shall be discriminated against beeause of race, religion, creed, political affiliation, color, national origin, ancestry, union activity, age, disability, sexual orientation, or gender. The City and the Union agree to protect the rights of all employces to exercise their free choice to join the Union and to abide by the express provisions of applieable State and local laws. ARTICLE Il-UNION SECURITY Section I. Notice. When a person is hired in a job eovercd in Article I, the City shall notifY that person that the Union is the reeognized bargaining representative for the employee and give the employee a current copy of the Memorandum of Agreement. When a group employee orientation is held for new employees of the bargaining unit, a Union Representative may make a presentation to such bargaining unit employees for the purpose of explaining matters of representation. The presentation shall not exceed 15 minutes. New employees shall be required to attend orientation. The Director of Human Resources may make an exception if extraordinary circumstances interfere with the employee's ability to attend. If the Director grants an exception, the employee and Union shall be granted a maximum of fifteen (15) minutes at the employee's report location for union orientation. Section 2. Agency Shop. (a) Every employee in the bargaining unit cOvered by this Memorandurn of Agreement shall: (l) remain a member in good standing of the Union; or (2) pay to the Union a monthly service fee, to be set by the Union in aceordance with applicable law, in an amount not to exceed the standard initiation fee, periodic dues, and general assessments of the organization; or, (3) in the case of an employee who certifies that he/she is a member of a reeognized religion, body or sect which has historically held eonscientious objection to joining or financially supporting public employee organizations, pay a charity fee, equal to the service fee, to a non-religious, non-labor charitable fund exempt from taxation under Section 501 (c)(3) of the Internal Revcnue Code, chosen from one of the following three charitable organizations agreed to by the City and the Union (or any successor organization(s) agreed to by the City and the Union): United Way of California Community Hcalth Charities Environmental Federation of California Union members may declare their intention to terminate Union membership by certified letter, return receipt requested, to the Director of Human Resources and the Union. In order to be effective, the notice must be filed during the 30-day period between 60 and 90 days prior to expiration of the Memorandum of Agreement. (b) Employees who are newly hired into or who join the bargaining unit shall elect one of the above payment deduction options by completing and submitting the Employee Election 2 form within thirty (30) calendar days of being hired into a classification covered by this MOA. (c) To qualifY for deduction of thc Charity Fee, the employee must certifY to the Union and City that helshe is a member of a bona fide religious body or sect that has historically held conscientious objection to joining or financially supporting employce organizations. The employee is required to submit to the City and the Union a notarized letter signed by an official of the bona fide religion, body, or sect certifYing that person's membership. Upon request, the City shall provide to the Union a report of payments made by employees that qualify for the Charity Fee option in this subsection. (d) The deductions in this Section shall not apply during any period where an employee is in an unpaid status. (e) Involuntary Service Fee Deduction Process: Thc City shall deduct a service fce from the salary of each bargaining unit member who has not authorized a dues deduction, service fee deduction or charity fee in writing within the time stated in this Section, above. The Union certifies that it has consulted with knowledgeable legal counsel and has thereby determined that this involuntary service fee deduction process satisfies all constitutional and statutory requirements. (f) Agency shop may be rescinded only in accordance with the provision of state law. (g) Indemnification, Defense and Hold Harmless: Union agrees to indemnifY and hold harmless the City and all officials, employees, and agents acting on its behalf, from any and all claims, actions, damages, costs, or expenses including all attorney's fees and costs of defense in actions against the City, its officials, employees or agents as a result of actions taken or not taken by the City pursuant to the Agency Shop Arrangement (h) Sign-up forms for deduction of union dues, service fees and charity fees shall be provided by the Union and approved by the City. The parties agree to work out administrative procedures when an employee is in non-pay status. Dues will not be deducted when circumstances result in a negative paycheck. Section 3. Documentation. The City shall supply the Union with the information described under subsections (a) and (b) of this Section: (a) A monthly print out of the names, membership status, addresses and classifications of all bargaining unit employees; The Union v.ill use this contact information only for purposes relevant and necessary to fulfilling its obligation to represent unit employees. (b) A list of bargaining unit new hires, terminations and retirements which occurred during the previous month. I (c) The Union shall supply the City, and as applicable, the employees, with the documentation required by Government Code Section 3502.5(f). 3 Section 4. Payroll Deduction. The City shall deduct Union membership dues, service fees, charity fees, and any other mutually agreed upon payroll deduction, which may include voluntary COPE check-off, from the bi-weekly pay of bargaining unit employees. The dues/fees deduction must be authorized in writing by the employee on an authorization form acceptable to the City and the Union, except as provided in Section 2(0) and Section 2(h) above. City shall remit the deducted dues or fees to the Union as soon as possible after deduction. Section 5. Bulletin Boards and Departmental Mail. The Union shall have access to inter-office mail, existing bulletin boards in unit employee work areas, and the existing Union-paid telephone answering device for the purpose of posting, transmitting, or distributing notiee or announcements including notices of social events, recreational events, Union membership meetings, results of elections and reports of minutes of Union meetings. Any other material must have prior approval of the Human Resourees Office. Action on approval will be taken within 24 hours of submission. The Union may send email messages only for the purposes set forth above. The IT Department will maintain the SElU list and keep it current. The Union access to email is based on the following conditions: 1) emails to the SEIU list will be copied to the Human Resource Director at distribution; 2) emails to the SEIU list will only be sent by the SEIU Chapter Chair, Vice Chair, Chief Steward(s) or Secretary, 3) a maximum of 52 emails may be sent per year and a maximum of 12 emails may be sent per year by the SEIU Chapter Secretary. Section 6. Access to Union Representatives. Representatives of the Union are authorized access to City work locations for the purpose of conducting business within the scope of representation, provided that no disruption of work is involved and the business transacted is other than recruiting of members or collecting of dues, and the Representative must notifY the Human Resources Department Office prior to entering the work location. Section 7. Meeting Places. The Union shall have the right to reserve City meeting and conference rooms for use during luneh periods or other non-working hours. Sueh meeting places will be made available in conformity with City's regulations and subject to the limitations of prior commitment. Section 8. Notification to the Union. The Union shall be informed in advance in writing by Management before any proposed changes not covered by this Memorandum of Agreement are made in benefits, working conditions, or other terms and conditions of employment which ,require meet and confer or meet and consult process. Section 9. Union Logo. All materials and documents produced on Itek and metal plates, by the City print and reproduction shop, shall carry the Union label on the inside of covers or. title pages in accordance with customary printing trades practices. Section 10. City Council Materials. The City shall make available to the Union in a timely manner copies of all City Council meeting agendas, minutes and schedule of meetings. These materials may be picked up at the City Clerk's Office during business hours. 4 Section II. Temporarv Agency Reporting. Upon request, the City shall provide to the Union reports by department on the use of agency temporaries filling representation unit vacant positions, or doing work similar to that of representation unit classifications. Section 12. Job Postings. Job postings for classifications positions covered by this Agrcoment shall include a statement that the position is covered by this Collective Bargaining Agreement and that union dues or agency fees may be required. Section 13. Contracting Out. The City through the labor management process wilI keep the Uuion advised of the statns of the budget process, including any formal budget proposal involving the contracting out of SEIU bargaining unit work traditionally performed by bargaining unit members at least thirty (30) days prior to the release of the City Manager's proposed budget. The City will notify the Union in writing at least ninety (90) days prior to contracting work which has been traditionally performed by bargaining unit members, where such contracting will result in layoff or permanent reduction in hours. Within the uinety (90) day period of contracting out, both parties may offer alternatives to contracting out and meet and confer on the impact of such contracting out of a bargaining unit employee work. The City will notify the Union in writing when contracting out work which has been traditionally performed by bargaining uuit workers, where such contracting out is expected to replace a laid off bargaining unit position that has been eliminated within ninety (90) days prior to the date of the planned contract work. When feasible, the City will provide such notice prior to the beginning date of the planned contract work. The City will meet with the Union upon request to discuss alternatives. This provision does not apply to the filling of temporary vacancies of twelve (12) months or less duration. The City will provide the Union with a biannual list by department of all contract workers or vendors who are contracted by the City who perform work for the City. The City will make a reasonable effort to identify the names of the vendors on the list and the nature of the work provided by each vendor. ARTICLE III. STEWARDS Section I. Designation. The Union agrees to notify the Director of Human Resources of those individuals designated as Union officers and Stewards who receive and investigate grievances and represent employees before Management. Alternates may be designated to perform Steward functions during the absences or unavailability of the Steward. Section 2. Release Time. It is agreed that, as long as there is prior notice to the Supervisor with no disruption of work, one (I) Steward shall be allowed reasonable release time away from their work duties, without loss of pay, to act in representing a unit employce or employees on grievances or matters within the scope of representation, including: (a) A meeting of the Steward and an employee, or employees of that unit related to a grievance. 5 (b) A meeting with Management (c) Investigation and preparation of grievances. Grievances may be transmitted on City time. All Steward release time shall be reported on time cards using Internal Order 80005 or its successcr and a short-text notation describing the nature of the release time (e.g. "Steward release time", "bargaining release time", "Labor-Management Committee release time", etc.). Section 3. Advance Notification and Approval. The Union agrees that the Steward shaH give advance notification to hislher supervisor and receive permission before leaving the work location, except in those cases involving emergencies where advance notice cannot be given. Management permission to leave the worksite under this section shall not be unreasonably denied. Section 4. Timecard Reporting. One Union Steward per affected Department, who is a City employee, shaH be allowed a reasonable amount of release time off for purposes of meeting and conferring or meeting and consulting on matters within the scope of representation. All sueh time will be reported on timecards using Internal Order 80005 or its successor and a short-text notation describing the nature of the release time (e.g. "Steward release time", "bargaining release time", "Labor-Management Committee release time", etc.). Section 5. Storage of Union materials. Union Stewards may utilize space in assigned desks for storage of Union materials. In the event Stewards are not assigned desks the City will provide locker or other mutually agreeable space for storage of Union materials. Section 6. Labor/Management Meetings. Two Hourly Unit employees from different divisions shall be allowed a reasonable amount of release time off to participate in monthly Labor! Management Meetings. Such meetings may be included with the Classified Unit's LaborlManagement meetings if appropriate. Such time shall be reported using Internal Order 80005 or its successor and a short-text notation describing the nature of the release time (e.g. "Labor-Management Committee release time", etc.). ARTICLE IV. REDUCTION IN FORCE For the purposes of this Section, length of service shall be defined as aH straight time hours worked by that employee for the City of Palo Alto. Seetion 1. In the event of reductions in force, reductions shaH be accomplished whenever possible through attrition. Section 2. Notice. When the City determines that layoffs are imminent resulting from reduction in force within the representation unit, the City will give the Union such advance notice as is reasonable under the circumstances. The notice will indicate the departments and divisions which will be affected and the circumstances requiring the layoffs. The City will furnish the Union with a current representation unit seniority list with notice of layoff. 6 Section 3. Seniority and Service Ties. If the work force is reduced within a department, division, or office for reasons of change in duties or organization, abolition of position, shortage of work or funds, or completion of work, employees with the shortest length of service will be laid off first so long as employees retained are fully qualified, trained, and capable of performing remaining work. Length of service for the purpose of this article will be based on current service hire date of record in a rcgular classification with no adjustment for leaves of absence. Length of service ties will be determined by lot. Employees laid off due to the above reasons will be given written notice at least thirty (30) days prior to the reduction in force. A copy of such notice will be given to the Union, Such employees shall be offered priority employment rights to hourly positions which are requisitioned and for which the employees are qualified for a period beginning with notification and ending sixty days following the reduction in force. Employees transferred or reclassified under this seetion will be assigned to the step in the new classification salary range closest to the employee's salary range at the time of reclassification. ' Employees laid off pursuant to this section shall receive the balance of all regular City compensation owed at termination within 72 hours of the date of tormination. This does not include any amounts payable under Article V, Section 6, or PERS contribution refunds, if any. Section 4. Bumping Rights. Employees identified for layoff who have seniority (bumping) rights to their current or previously held classification within the representation unit must declare their intention to exercise these rights within seven (7) working days after written notification of layoff, otherwise bumping rights will automatically terminate. Bumping may occur within the representation unit, only to the least senior incumbent of the current or a previously held classification. To successfully bump, the employee must be fully qualified, trained, and capable of performing all work in the position bumped. An employee who declares bumping rights may not also claim priority re-employment rights. For purposes of this section of the Agreement, the term "working days" shall mean Mondays through Fridays, exclusive of holidays. Section 5. Re-Employment List. The names of persons laid-off or who through bumping changed classification in accordance with the provisions of this Article shall be entered upon a re-employment list in seniority order. The person with the highest seniority on a division re- employment list for a particular classification when a vacancy exists in that classification in that division shall be offered the appointment. Names shall be carried on a re-employment list for a period of one (I) year from the date of separation from City services or change of classification through bumping. Upon re-employment within the one-year period, the employee's hire date of record at the time oflayoff will be reinstated. Section 6. Reinstatement. Employees laid off pursuant to Section 2 who are reinstated to a regnlar position within sixty days shall retain the sick leave balance they had at the time of layoff. Section 7. No representation unit employee will be laid off or remain on a re-employment list when intermittent hourly and seasonal hourly employees are performing substantially all the duties of the classification of the hourly employee receiving a layoff notice or on a re- employment list. 7 ARTICLE V. PERSONNEL ACTIONS Section 1. Probationary Period. Each new employee shall serve a probationary period of six (6) months of ccntinuous employment calculated from the employee's date of hire in a covered classification and excluding all periods of leave and light duty assignments. The probationary period shall be regarded as a part of the testing process and shall be utilized for closely observing the employee's work, for securing the effective adjustment of a new employee to hislher position, and for rejecting any probationary employee whose performance does not meet the acceptable standards of work. At least one written performance appraisal will be given each probationary employee on or before expiration of the probationary period. Normally, this appraisal will be given at the end of 416 hours of continuous service or six months, whichever occurs first. In the event of termination prior to successful ccmpletion of the probationary period, such terminated employee shall be given written notice of his/her termination with the reasons for the termination stated therein. The Human Resources Department shall, upon request, afford an interview in a timely fashion to the terminated employee for discussion of the ressons for termination. The employee may, upon request, be acccmpanied by a Union Representative. The interview shall not be deemed a hearing nor shall it obligate the City to reccnsider or alter the termination action. The parties agree that probationary employees shall have all rights under this Memorandum of Agreement, including full and ccmplete access to the grievance procedure, save and except for instances of suspension, demotion or termination. Section 2. Personnel Evaluations. Personnel evaluations "''ill be given to employees as scheduled by Management. Personnel evaluations are not appealable subject to appeal through the grievance procedure but, in the event of disagreement over content, the employee may request a review of the evaluation with the next higher level of Management, in consultation \\'ith the Human Resources Department. For purposes of this review, the employee may be represented by the Union. Decisions regarding evaluation re\'iew shall be made in writing within ten (10) working days following the review meeting. Section 3. Personnel Files. Records of all disciplinary actions shall be kept in the central personnel file. Employees shall be entitled to sign and date all action forms in their personnel files. Employees are entitled to re\'iew their personnel files upon written request or to authorize, in writing, re\'iew by their Union Representatives. l\.n employee or the Union shall be allowed, upon reasonable request, copies of materials in an employee's personnel file relating to a grievance. Section 4. Release of Information. The City will only release information to creditors or other persons upon prior identification of the inquirer and acceptable reasons for the inquiry. Information then given from personnel files is limited to verification of employment, length of employment and verification and disclosure of salary range information. Release of more specific information may be authorized by the employee in writing. Section 5. Full Time Opportunities. Full time job opportunities for classifications within the Hourly unit and the Classified unit will be posted for at least ten (IO) working days (Monday through Friday) prior to selection. 8 Outside reeruitment may be used for full time openings and may begin at the time of posting, or any time thereafter. Section 6. Equitable Rotation. In assigning employees to regular schedules or special assignments, transfer, standby, overtime, or time off selection, ability to perform the work, length of service and/or equitable rotation shall determine the assignments. Section 7. Internal Eligibility. Non-probationary employees in the Hourly Unit are eligible to apply for any posted SEIU, Classified Unit promotional employment opportunity. Such participation shall be on the same basis and on the same terms as applies to internal Classified Unit applicants, except as provided otherwise by the terms of the applicable City-SEIU Classified Unit MOA or other applicable agreement between the City and the SElU Classified Unit. Unless otherwise provided by the City-SEIU Classified Unit MOA or other applicable agreement between the City and the SEIU Classified Unit, the seniority of an Hourly Unit applicant shall be determined by total hours worked divided by two thousand eighty (2080). The parties acknowledge that this paragraph will have effect only upon written agreement between the City and SEIU Classified Unit to permit its application and for the duration of such agreement. Section 8. Work in SElU Classified Unit Vacancies. An employee in the Hourly bargaining unit may perform the duties of a vacant SEIU Classified bargaining Unit position for up to six months. However, ifbefore the six month period ends the City initiates and remains engaged in an active recruitment and selection process (i.e. such steps as advertising, posting, development of an employment candidate list, and interviews) with the objective of filling the vacancy the City shall be entitled to have the employee in this unit continue to perform the duties until a regular incumbent is hired and commences work. In the absence of an active recruitment, the City'S Human Resources Director (or his or her designee) and the Union may agree in writing to extend this period for one or more three month increments. The Union agrees that it shall not unreasonably withhold agreement for reasonable extensions of reasonable duration. Members of this bargaining unit may be employed in vacant Public Safety Dispatcher positions without application of the limitations set forth in this paragraph. ARTICLE VI -PAY Section 1. Wages. Base wage rates and ranges of covered classifications are set forth in Appendix A of this Memorandum of Agreement. Section 2. Step Increases. Hourly employees are to be given a performance review after 416 hours, or six months, whichever occurs first, from datc of hire and annually thereafter; improvement, efficient and effective service will warrant a salary step increase. Subsequent salary reviews are based on performance appraisals and will depend upon demonstrated satisfactory job performance. If an employee's performance evaluation is delayed past the employee's review date and the reviewing manager determines that the employee's demonstrated job performance warrants the step increase, the increase shall takc effect retroactive to the employee'S scheduled review date. Section 3. Working Out of Classification. The term "working out of classification" is defined as a Management authorized assignment to a budgeted Hourly or Classified position on a temporary 9 basis wherein all significant duties are perfonned by an individual holding a classification within a lower compensation range. Pay for working out of classification shall be as follows: Employees appointed to "working out of classification" basis will receive acting pay within the range of the higher classification beginning the sixth (6th) consecutive work day of the assignment. Pay for work out of class will be detennined by the salary step of the higher classification which the employee would be compensated if pennanently appointed to that classification. Out-of-classification provisions do not apply to work assignments perfonned in connection with specific predetennined apprenticeship or training programs, or declared conditions of public peril andior disaster. ARTICLE VII -HOURS OF WORK, OVERTIME Section 1. Work Wcek and Work Day. The workweek for hourly employees shall be no greater than forty (40) regularly scheduled hours. An employee wiII work the hours assigned by the employee's supervIsor. Overtime work must be approved by a supervisor prior to being perfonned. Section 2. Overtime Work. An employee wiII receive overtime at the rate of time and one-half for all hours paid after 40 hours in a workweek. Section 3. Work Shifts. Employees may be assigned to work shifts with scheduled starting and quitting times. For employees assigned to a regular work shift, should conditions necessitate a change in starting and quitting times, the Employee will be notified ten (10) working days in advance and pennitted to discuss such changes with the City. The Employee may request the presence of histher Union Representative at the meeting with the City. This however, sha11 not preclude the City's right to effect schedule changes dictated by opemtional necessity, nor shall this provision apply to day-to-day changes needed to cover short-term unexpected absences. This section does not apply to overtime scheduling. Section 4. Lunch and Break Periods. Employees will be granted a minimum halfhour (112 hour) unpaid meal break after five (5) hours of work, unless the entire shift is only six (6) hours, in which case the employer and employee may agree to forgo the meal break. If dictated by the operational needs of a department, and upon agreement by the City and the Union, employees may take an "on duty" lunch period which shall be counted as time worked. All employees in the bargaining unit wiII be granted a paid rest period limited to fifteen (15) minutes during each full four (4) hours of work. Departments may make reasonable rules concerning rest period scheduling. Section 5. Clean-Up Time. All employees whose work causes their person or clothing to become soiled shall be provided with reasonable time before lunch and at shift end for wash-up purposes. 10 Section 6. Call-Out Pay. Employees not otherwise excluded from receiving overtime pay and who are called out to perfonn work shall be compensated for at least two hours pay from the time of the call-out for each occurrence at the appropriate overtime rate. ARTICLE VIII UNIFORMS The City will provide uuifonns, coveralls or shop coats on a weekly basis, or as otherwise furnished, for the jobs and/or classifications that the City requires such apparel. Employees required to wear uuifonns shall be provided suitable change rooms and lockers where presently provided. . Employee clothing seriously damaged or destroyed in conjunction with an industrial injury will be reasonably replaced by the City. A.ny other claims alleging City liability may be filed with the City Attorney. The City shall reimburse employees 75 percent of the cost of job-required safety shoes upon verification of such purchase by the employee. The City will provide rainy weather protection when and where appropriate. The City and the tJnion will work through thc Labor Management process to further develop guidelines for providing unifonns and reimbursements. ARTICLE IX HOLIDAYS Section 1. Fixed Holidays: January I Third Monday in January (Martin Luther King Day) Third Monday in February Last Monday in May July 4 First Monday in September Second Monday in October Veterans' Day, November 11 Thanksgiving Day Day after Thanksgiving December 25 Either December 24 or Decemb~ 31 Employees who work a regular schedule shall receive holiday pay for the hours they would otherwise be seheduled to work on a Fixed City Holiday provided the employee was in a pay status or in authorized non-pay status on the Employee's last regularly scheduled working day before and after the holiday. 11 All employees scheduled to work on a holiday will receive time and one half for all hours worked on a holiday in addition to any regular holiday pay, if applicable. ARTICLE X SICK LEAVE The City shall provide each employee with paid sick leave, earned on the basis of 0.03 hours for each hour paid. There will be no payout of sick leave upon the employee's termination. Sick leave shall be allowed and used in cases of actual personal sickness or for the care of an immediate family member, including a registered domestic partner, or disability, medical or dental treatment, or as authorized for personal business (e.g. bereavement). A maximum of 15 . hours per year of sick leave may be used to care for family members, including a registered domestic partner. If an Hourly Unit member is hired into a permanent position in the General Employee bargaining unit, he or she will retain his or her accumulated sick leave balanee. ARTICLE XI -VOTING TIME When the employee is unable to vote outside the employee's work hours, time off with pay to vote in any general or direct primary election shall be granted as provided in the State of California Eleetion Code, and notice than an employee desires such time off shall be given in accordance with the provisions of said Code. ARTICLE XII WORKERS COMPENSATION Industrial Temporary Disability. (a) While temporarily disabled, employees shall be entitled to use accrued sick leave for the first three (3) days fol1owing the date of injury and thereafter shall be paid based upon hourly salary for a period not to exceed fifty-seven (57) calendar days, unless hospitalized, in which case employees shall be paid full base salary for a period not to exceed sixty (60) days from date of injury. (b) For any temporary disability continuing beyond the time limits set forth in (a) above, employees shall be paid two-thirds (66 2/3%) of their hourly salary at the time of injury for the duration of such temporary disability in conformance with the State law. (c) In case of Subsection (a) above, the employee will continue to accrue sick leave benefits. In the case of Subsection (b), sick leave benefits shall not be accrued. ARTICLE XIII -BENEFIT PROGRAMS Medical Insurance Plan. In lieu of providing a medical plan, effective the pay period including July I, 2010 each employee shall receive two dollars seventy-seven cents ($2.77) per hour in paid status as a medical stipend. Effective the pay period including July 1, 2011 this stipend will increase by ten cents ($0.10) to two dollars eighty-seven cents ($2.87) per hour worked. This stipend does not apply and will not be payable to employees who are California Public Employee Retirement System annuitants already receiving medical benefits through that system. 12 If the State of California or federal government adopt or mandate a plan that requires the City to pay in whole or in part for medical services or coverage for employees in the bargaining unit, the stipend provided in this paragraph shall be reduced or cease to the extent of required payments toward the state or federal plan, as applicable. Before implementation the change the City shall notii}r the Union of the amount of the offset and providc it an opportunity to meet to discuss the cal(.,'Ulation of the amount. Such discussion shall occur within fifteen (15) working days after the City gives notice to the Union. The City's calculation of the amount of the offset shall be based on the aggregate number of hours worked in the bargaining unit during the fiscal year preceding that in which the state or federal plan takes effect. Thc City and SEn; will continue to investigate the feasibility of providing Employees with access to medical insurance. Such information will be shared during negotiations for a successor Memorandum of Agreement. . ARTICLE XIV -RETIREMENT Section 1. Part-time, Seasonal, Temporary (PST) Retirement Plan. Employees in the Hourly Unit shall participate in the City of Palo Alto PST Retirement Plan. (See Appendix B.) The plan was adopted by the City on June 25, 1994 as a retirement plan alternative for part-time, seasonal and temporary employees to replace Social Security. All hourly employees are required to contribute 7.5% of their salary into the PST Retirement Plan. Section 2. California P.E.R.S. -PERS annuitants are excluded from participation in the P.S.T. Retirement Plan. Employees in the Hourly Unit who have previously participated in and remain members in the California Public Employee Retirement System ("PERS") shall participate in P .E.R.S. to the extent required by law, in lieu of participation in the P .S.T. Retirement Plan. Such participation shall be under the retirement formula in effect at the time the employee is hired into the Hourly Bargaining Unit unless otherwise required by law. ARTICLE XV PARKING Employees are covered by the City's administrative policy for Hourly parking permits. The policy is attached as Appendix C. ARTICLE XVI PHYSICAL EXAMINATIONS If an employee who is required to have a City-provided physical examination not related to workers' compensation programs disagrees with the findings of the City-sponsored physician, he/she may consult with hislher own physician at hislher own expense and, if his/her private physician's report conflicts with that of the City physician in terms of ability to work at hislher regular job, then he/she may request an evaluation of hislher problem through a third physician mutually agreed upon by the employee and the City. Cost for the third examination will be equally shared and the decision of this physician concerning the continuing ability of the employee to perform his/her work in his/her regular job without exposing himselflherself to further injury as a result of his/her condition shall be the basis for returning the employee to his/her regular work. 13 ARTICLE XVII -SAFETY Section 1. Health and Safety Provisions. The City shall furnish and use safety devices and safeguards and shall adopt use practices, means, methods, operatious and processes which are reasonably adequate to render such employment and place of employment safe, in conformance with applicable safety regulations under the State Labor and Administrative Code sections. The City shall not require or permit any employee to go to or be in any employment or place of employment which is not safe. Section 2. Union will cooperate with the City by encouraging all employees to perform their work in a safe manner. Section 3. Safety Committee. A Safety committee composed of Management and Union Stewards will meet no less than ten times annually to discuss safety practices, methods of reducing hazards, and to conduct safety training. This shall in no way remove the basic responsibility of safety from Management nor shall it in any way alter the responsibility of the employee to report unsafe conditions directly and immediately to his or her supervisor. Three (3) Hourly employees will participate in the ten-member Citywide Union/Management safety committee with equal Union and Management membership that will meet, upon call, to review safety and occupational health standards and practices, discuss overall City safety and health problems, and to act as an advisory group to the departmental safety committees. The committee shall review all departmental safety programs and recommend change where necessary. The three (3) Hourly participants shall report such time on timecards, using Internal Order 80005 or its successor in conjunction with a short-text entry describing the nature of the time spent (e.g. "City-wide Union-Management Safety Committee"). In cases of dispute over safe working conditions the employee will first report such unsafe conditions to his or her supervisor and every attempt will be made to rectifY the problem at this level. The employee may contact his or her Steward to assist in the resolution of the dispute. If the problem cannot be resolved the Risk Manager will be contacted and the problem will be addressed through the interpretation of the basic safety rules and regulations. Should the problem not be resolved at this step, the grievance procedure will be used. Safety grievances shall be submitted at Step III. ARTICLE XVIII -GRIEVANCE PROCEDURE Section 1. The City and the Union recognize that early settlement of grievance or appeal of disciplinary actions is essential to sound employee-employer relations. The parties seek to establish a mutually satisfactory method for the settlement of employee grievances, or appeal of disciplinary action, or Union grievances as provided for below. In presenting a grievance or appeal of disciplinary action, the aggrieved andlor his or her representative is assured freedom from restraint, interference, coercion, discrimination or reprisal. Release time for investigation and processing a grievance or appeal of disciplinary action is designated in Article N of this Memorandum of Agreement (MOA). 14 Section 2. Definition. A grievance is: (a) An unresolved complaint or dispute regarding the application or interpretation of rules, regulations, policies, procedures, Memorandum of Agreement or City ordinances of resolution, relating to terms or conditions of employment, wages or fringe benefits, excluding however those provisions of this MOA which specifically provide that the decision of any City official shaH be final, the interpretation or application of those provisions not being subject to the grievance or appeal of disciplinary action procedure. (b) An appeal from a disciplinary action of any kind against an employee covered by this Memorandum of Agreement. Disciplinary action is defined as suspensions without pay, reductions in pay, demotion or discharge. Reprimands, transfers, reassignments, layoffs, and negative comments in performance evaluations are not considered discipline. Section 3. Conduct of Grievance Procedure. (a) An aggrieved employee may be represented' by the Union or may represent himself!herself in preparing and presenting a grievance at any level of review. Grievances may also be presented by a group of employees. No grievance settlement may be made in violation of an existing merit rule or memorandum of agreement. The Union will be notified prior to the implementation of any settlement made which affects the rights or conditions of other employees represented by the Union. The Union and the Steward will be copied on all written representation unit grievance decisions. (b) An employee and the Representative Steward, if any, may use a reasonable amount of work time so long as there is no disruption of work, in conferring about and presenting a grievance. Requests for release time to prepare a grievance shaH be made in accordance with the provisions of Article III, section 3. Beginning with the third step of the grievance procedure, the Chief Steward or Alternate Chief Steward may assist in presenting a grievance and may be present at all Step III, and IV grievance hearings. (c) The time limits specified in this Article may be extended by mutual agreement in writing ofthe aggrieved employee or the Union and the reviewer concerned. (d) Should a decision not be rendered within a stipulated time limit, the aggrieved employee may immediately appcal to the next step. (e) The grievance may be considered settled if the decision of any step is not appealed within the specified time limit. (f) If appropriate, the aggrieved employee(s) or the Union and the Department Head may mutually agree to waive Step I andlor Step II of the grievanee procedure. (g) Grievances shall be made in writing and submitted on forms provided by the City or on forms which are mutually agreeable to the City and Union. The written grievance shall contain clear, factual and concise language including: (1) the name of the grievant, (2) a statement of the facts upon which the grievance is based, including relevant dates, times and places, (3) specific provisions of the Agreement or specifie City rules, policies, or 15 procedures which the party filing the grievance alleges has been violated; (4) a summary of any steps taken toward resolution, and (5) the action the grievant believes will resolve the grievance. (h) Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in writing. (i) If the grievance is filed by more than one employee in the bargaining unit, the Union may, at its option, convert it to a Union grievance after Step II of the grievance procedure. The Union may also file a grievance in those instanecs when, under this Memorandum of Agreement, a Union right not directly related to an individual employee becomes the subject of dispute. Union grievances shall comply with all of the foregoing provisions and procedures. (j) For purposes of time limits, "working days" are considered to be Monday through Friday, exclusive of City holidays. (k) If a mutually agreed solution is roached during any step of this grievance procedure, the agreement shall be placed in writing and signed by the City and the grievant or union. (I) Upon request of either party, meetings to discuss the grievance shall be held at any step in the grievance procedure. Section 4. Grievance Procedure . . Step I. Informal Discussion. Within fifteen (15) working days after the incident or discovery of the incident on which the grievance is based the aggrieved employee shall present the grievance action to his or her immediate supervisor and attempt to resolve the grievance through informal discussions. Every attempt will be made to settle the issue at this level. Step II. If the grievance is not resolved through the informal discussion in Step 1, the employee will reduce the grievance to writing and submit copies to the Department head or his or her designee within fifteen working days of the discussion with the immediate supervisor. The Department Head or designee shall have fifteen working days from the receipt of a written grievance to review the matter and prepare a written statement. Step III If the grievance is not resolved andlor the aggrieved employee is not satisfied with the Step II decision, the grievant or disciplined employee may appeal to the Human Resource Director or his or her designee in writing within fifteen working days of the receipt of the Department Head's response. The written appeal to the Human Resources level shall include a copy of the original grievance, the Department Head's decision at Step II, and a clear statement of the reasons for appeal. Within fifteen working days, after receiving the written appeal, the Human Resource Director shall review the matter and prepare a written statement. If a mutually agreed solution is reached during this process the agreement shall be placed in writing and signed. 16 Step IV. If a grievance as defined under 2(a) above is not resolved at Step 111, the aggrieved employee may choose between fmal and binding resolution of the grievance through appeal to the City Manager or through appeal to final and binding arbitration. For the term of this Memorandum of Agreement, appeals to final and binding arbitration may be processed only with Union approval. All Step N appeals must be filed in writing at the Human Resources Department Office within fifteen working days of receipt of the Human Resource Director's decision at Step 3. If the gricvant or appellant elects final and binding resolution by the City Manager, the City Manager will choose the methods he or she considers appropriate to review and settle the grievance or appeal of disciplinary action. The City Manager shall render a written decision to all parties directly involved within fifteen working days after receiving the grievant/appellant's appeal. If the grievant/appellant elects final and binding arbitration in accordance with this provision, the parties shall mutually select an arbitrator within 90 days from the date of receipt of the written request for appeal. In the event the parties carmot agree on an arbitrator, they shall mutually request a panel of five arbitrators from the California State Conciliation Service or from the American Arbitration Assoeiation if either party objects to the State Conciliation Service, and select an arbitrator by the alternate strike method. The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of this Memorandum of Agreement and such Merit System Rules, regulations, policies, procedures, City ordinances, resolutions relating to terms or conditions of employment, wages or fringe benefits, as may hereafter be in effect in the City insofar as may be necessary to the determination of grievances or appeal of disciplinary action appealed to the arbitrator. The arbitrator shall be "ithout power to make any decision contrary to, or inconsistent with or modifYing in any way, the terms of this Memorandum Of Agreement, grant wage increases or decreases, or to decide matters of interest. The arbitrator shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City carmot delegate or relinquish. Where either party seeks arbitration and the other party claims the matter is not subject to the arbitration provisions of this Memorandum of Agreement, the issue of arbitrability shall first be decided by the arbitrator using the standards and eriteria set forth in Article XX and without regard to the merits of the grievanee or appeal of disciplinary action. If the issue is held to be arbitrable, the arbitration proceedings will be recessed for up to five working days during which the parties shall attempt to resolve the grievance. If no resolution is reached, the arbitrator will resume the hearing and hear and resolve the issue on the merits. Copies of the arbitrator's decision shall be submitted to the City, the aggrieved employee and the Union. All direct costs emanating from the arbitration procedure shall be shared equally by the City and the aggrieved employee or the Union. A grievance as defined under Section 2(b) above (demotion, suspension, reduction in payor termination) that remains unresolved after the conclusion of step III of the grievance procedure, shall be reviewed by a City Hearing Officer. Appeals to a City Hearing Officer must be filed 17 with the Human Resources Director in writing within fifteen (15) working days of the receipt of the Step III Grievance response. Within sixty (60) working days, the City Hearing Officer shall review the matter, hold a hearing with the City and the affected worker, and prepare a written recommendation to the City Manager. The City Manager shall issue a final and binding decision within fifteen (15) working days after receipt of the City Hearing Officer's recommendation. The City Manager may accept, reject or modify the City Hearing Officer's recommendation. The City Manager's decision shall be final, binding and not be subject to further appeal. ARTICLE XIX -UNSATISFACTORY WORK OR CONDUCT AND DISCIPLINARY ACTION Section 1. The City has the right to discipline, demote, or discharge employees for cause. Section 2. Non-probationary employees whose work or conduct is unsatisfactory but not sufficiently deficient to warrant discipline, demotion, or discharge will be given a written notification of unsatisfactory work or conduct and an opportunity to improve. Failure to correct deficiencies and improve to meet standards may result in discipline, demotion, or discharge. Discipline is defined as suspensions without pay, reduction in pay, demotion, or discharge. Reprimands, transfers, reassignments, layoffs, and negative comments in performance evaluations are not discipline and shall not be subject to the requirements of this Article. Section 3. Preliminary Notice of Discipline. Prior to imposing disciplinary action involving a disciplinary suspension, demotion, reduction in pay, or discharge of a non-probationary employee, a supervisor shall provide an employee with preliminary written notice of the proposed disciplinary action. The notice of proposed disciplinary action must be in writing and served on the employee in person or by registered mail or Fed-Ex. The notice of disciplinary action shall include: (a) Statement of the violations upon which the disciplinary action is based; (b) Intended effective date of the action; (c) Statement of the cause thereof; (d) Statement in ordinary and concise language of the act or the omissions upon which the causes are based; (e) Copies of any documents or other written materials upon which the disciplinary action was fully or in part based. (f) Statement advising the employee ofhislher right to appeal from such action, and the right to Union representation. (g) The date and/or the procedure for responding to the notice. 18 Section 4. Skellv Meeting. The employee who receives a notice pursuant to section 3 above shall have the right to respond informally to the charges either verbally or in writing before the discipline is imposed. The employee shall have fifteen (15) days from receipt of the notice to request this pre-disciplinary administrative review. The employee may request a reasonable extension of the time to respond for justifiable reasons. The Skelly meeting to listen to the verbal responses shall be scheduled with a City representative who is not the manager recommending the discipline (the "Skelly Officer"). The Skelly Officer shall render a final . written decision (the "post-Skelly decision") within fifteen (15) days of receiving the employee's response, if any, and shall deliver the post-Skelly decision to the employee by personal delivery or registered mail to the employee's last known address on file with the Human Resources Department. The Skelly Officer may sustain, modifY, or overturn the recommended disciplinary action. If the Skelly Officer sustains or modifies the disciplinary action, the action may be imposed after the post-Skelly decision is delivered to the employee. ARTICLE XX -NO ABROGATION OF RIGHTS The parties acknowledge that Management rights as indicated in Section 1207D of the Merit System Rules and Regulations and all applicable State laws are neither abrogated nor made subject to negotiation by adoption of this Memorandum of Agreement. ARTICLE XXI -OUTSIDE EMPLOYMENT The provisions of Article 4.7 of the Government Code of the State of California will govern the determination of incompatible outside employment. ARTICLE XXII PROMOTIONAL/CONvERSION OPPORTUNITIES The City and Union will meet on a quarterly basis to review the possibility of converting long term ongoing temporary-hourly positions to regular status. A part of such a meeting may be a discussion regarding promotional opportunities of Hourlies to Classified positions. ARTICLE XXIII -PROVISIONS OF THE LAW Section 1. This Memorandum of Agreement is subject to all current and future applicable Federal and State laws and Federal and State regulations and the Charter of the City of Palo Alto and the Constitution of the State of California. Should any of the provisions herein contained be rendered or declared invalid by reason of any existing State or Federal legislation, such invalidation of such part or portion of this Memorandum of Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect, insofar as such remaining portions are severable. Section 2. The City and the Union agree by signing this Memorandum of Agreement that the wages, hours, rights and working conditions contained herein shall be continued in full force during the term of this Memorandum of Agreement except as otherwise provided for in the Memorandum of Agreement and shall be binding on both the City and the Union upon ratification by the Council of the City of Palo Alto and upon ratification by Union membership. 19 ARTICLE XXIV -COST REDUCTION PROGRAMS During the tenn of this agreement, the Union will aggressively assist Management in developing cost reduction programs. Such programs may include voluntary reduced hours/pay after this concept is studied by Management, and with such application as may be approved by Management. ARTICLE XXV -TERM Except as expressly provided otherwise by this MOA for the July 1, 2010 pay period medical stipend increase, this Memorandum of Agreement shall take effect on ratification and signing by the parties, and shall expire on December 31, 2011. Either party may serve written notice upon the other party during the period between ninety and sixty days prior to its expiration date, of its desire to amend this Memorandum of Agreement. If, at the time this Memorandum of Agreement would otherwise terminate, the parties are negotiating a new Memorandum of Agreement, upon mutual agreement of the Union and the City Manager the tenns and conditions of this Memorandum shall continue in effect. 20 EXECUTED: FOR LOCAL 521, SEIU: Bunny Bernstein, Negotiator Library Services /l ~~J // ' Ifl, f //", /' fifi,~ It~~~ Nick Raisch, ChlefNegotiator SEIU Loca1521 Worksite Organizer Director FOR CITY OF PALO ALTO: James Keene City Manager Russ Carlsen, Human Resources Director ~~ Assistant Human Resources Director , ~H;SCOtt, Labor Relations Administrator ;7 '/ ( '<Vl G Y ~_ ==::::: DaVid Yuan, ( Sr. Administrator, Utilities 'efNegotiator Appendix A Job Classifications and Salary for Hourly Unit Personnel-Effective 7/1/10 Administrative Specialist I -H Perfonns administrative work that requires advanced skills or knowledge in support of a department/division or program. Step 1 $20.52 Step 2 $21.72 Step 3 $22.98 Administrative Specialist II -H Step 4 $24.30 Step 5 $25.72 Perfonns more complex administrative work that requires advance skills or knowledge in specialized software programs and data analysis in specialized areas in support of a department/division or program. Two years of experience equivalent to that of an Administrative Specialist 1. Step 1 $24.51 Step 2 $25.93 Assistant Park Ranger -H Step 3 $27.43 Step 4 $29.02 Step S $30.71 Positions requiring at least 2 years of experience and specialized skills or advanced certificates for First Aid, CPR, and heavy equipment operation. Prior experience as an open space technician or park aide is essential. Step 1 S20.53 Step 2 $21.73 Building Serviceperson -H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Under limited supervision, perfonns custodial duties and other related work as required to maintain City buildings and facilities in a clean and orderly condition. Members of this classification may be assigned to perfonn cither public works duties or park duties. Two years of experience equivalent to that of a Custodial Assistant. Step 1 $19.35 Step 2 $20.37 Clerical Assistant -H Step 3 $21.44 Step 4 S22.57 StepS $23.75 Under supervision, perfonns routine and repetitive computer inputting and clerical tasks, and perfonns related work as required. May require cash handling. Step 1 $16.62 Step 2 $17.59 Step 3 $18.62 Step 4 $19.69 Step 5 $20.83 Custodial Aide -H Under close supervision, this entry-level position perfOims basic custodial duties as required to maintain City buildings and facilities, perfonns room set-ups and take-downs, and other related work. Step I $13.43 Step 2 $14.21 . Custodial Assistant -H Step 3 S15.03 Step 4 $15.90 Step 5 $16.83 Under general supervision, perfonns custodial duties and other related work as required to maintain City buildings and facilities in a clean and orderl y condition. Members of this classification may be assigned to perfonn either public works duties or parks duties. Step 1 $15.71 Step 2 $16.62 General Laborer -H Step 3 $17.58 Step 4 $18.61 Step 5 $19.68 Perfonns general manual tasks. Perfonns various types of manual labor as needed. Possesses knowledge of commonly-used concepts, practices, and procedures within a particular field. Perfonns tasks in confonnance within pre-established instructions. Works under general supervision. Uses very limited independent judgment similar to that expected of an apprentice-helper level laborer, consistent with pre-established instructions. May report to a lead worker, but typically reports to a supervisor. Requires a high school diploma or its equivalent with I year of related experience. Salary to be detennined .... an hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. House MaIDlger -H Facility supervisor of special events, productions, concerts, rentals -etc. Involves high public contact and customer service, including enforeement of rules and regulations. May included set-up of events. Step 1 $15.45 Inspector -H Step 2 816.34 Step 3 817.29 Step 4 $18.29 Step 5 819.36 Provides inspections for capital and maintenance work, buildings and structures in any stage of construction, alteration or repair. Insures compliance with standard construction practices, approved plans and specifications, governing laws and City ordinances. Prepares and maintains records of inspections, contractor's daily activities, verification of materials and quantities used, notification to and contact with the residents in the project area, violation notices, investigations and other related data and infonnation. Salary to be detennined -minimum step 1 base of 826.87. An hourly rate above 8S0/hour must be approved by the Director of Human Resources before the City extends an offer of employment. Instructor Aide -H Under general supervision, performs administrative work in support of Instructors in areas suCh as course preparation, classroom assistance and related activities. May reqnire lifting up to 15 pounds. Step 1 $9.31 Step 2 $9.85 Instructor I - H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Under general supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assignments to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the diSCiplines to be taught. May require lifting up to 15 pounds. Step I $15.46 Step 2 $16.36 Instructor II -H Step 3 $17.30 Step 4 $18.31 StepS $19.37 Under limited supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assignments to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. Two years of experienee equivalent to that of an Instructor 1. May require lifting up to 15 pounds. Step I $23.62 Step 2 $25.10 Journey-Level Laborer -H Step 3 $26.44 Step 4 $27.97 Step 5 $29.60 Perfonns various tasks involving physical labor in or on buildings, construction sites, demolition sites, streets, sidewalks, or on other construction projects. May operate hand and power tools of all types (e.g. Air hammers, earth tampers, cement mixers, small mechanical hoists, surveying and measuring equipment, and various other equipment and instruments). May clean and prepare sites, dig trenches, set braces to support the sides of excavations, erect scaffolding, clean up rubble and debris, and remove hazardous waste materials; may assist other eraft workers. Uses independent judgment similar to that expected of a journey-level laborer, within pre-established instructions similar to and consistent with industry practices for journey-level laborers. Works under general supervision. Typically reports to a lead worker or supervisor. Requires a high school diploma or its equivalent with 1-3 years of related experience. Salary to be determined - an hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. Librarian -H Under supervision, assists customers with reference inquiries, provides instruction in the use oflibrary resources and equipment. Step I $24.95 Step 2 $26.39 Library Clerk -H Step 3 $27.93 Step 4 $29.54 Step 5 $31.26 Under close supervision, performs technical and clerical tasks; assists customers with their accounts; shelves materials. Step I $18.57 Step 2 $19.65 Library Page -H Step 3 $20.79 Step 4 $22.00 Step 5 $23.27 Under close supervision, shelves materials; performs routine clerical and support tasks. Step I $11.38 Step 2 $12.04 Maintenance Assistant -H Step 3 $12.74 Step 4 $13.48 Step 5 $14.26 Under general supervision, responsible for skilled and semiskilled tasks in one or more of the following areas: Landscape and turf maintenance of parks and golf courses, including tree maintenance and turf renovation City building and facilities City streets, sewers, and storm drains City vehicles and equipment Performs related tasks as required. Requires experience with power equipment and a valid California driver's license. May require drug testing. Step I $14.94 Step 2 $15.82 Open Space Technician -H Step 3 $16.73 Step 4 $17.70 Step 5 $18.72 Under general supervision performs work assignments in Parks and Open Space areas that assist in the protection, preservation and maintenance of Palo Alto open space lands. Entry-level positions that require familiarity with power tools such as weed whips and chain saws. Step I $14.94 Step 2 $15.82 Step 3 $16.73 Step 4 $17.70 Step 5 $18.72 Print Shop Assistant -H Under supervision, provides assistance in the Print Shop in duplication, finishing work, mail distribution and other support function duties, often under tight deadlines. Step 1 $18.57 Step 2 $19.65 Project Specialist -H Step 3 $20.79 Step 4 $22.00 Step 5 $23.27 Support for and administrative tasks related to City programs and projects on an ongoing basis, requiring technical and administrative skills such as scheduling, research and report writing, project development and design, ongoing project implementation and administration, and budget tracking and conformance. Step I $20.53 Step 2 $21.73 Recreation Aide -H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Provides general clerical and U1iskilled labor/support of recreational programs. Step 1 $9.31 Step 2 $9.85 Recreation Leader I -H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Entry level positions that do not require previous experience including: Teen leaders Gymnastics Instructors Sports Camp Assistants Special Event Assistants Summer Camp Counselors Coaches Step 1 $9.31 Step 2 $9.85 Recreation Leader II -H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Positions require at least one season of experience and certifications in a related field including: Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Assistant Pool Manager Senior Swim InstructorlLifeguard (Lifeguard Training, First Aid and CPR) Summer Camp Assistants Coaches Step 1 $12.60 Step 2 $13.33 Step 3 $14.10 Step 4 $14.92 Step 5 $15.78 Recreation Leader III - H Positions require at least 2 years of experience and specialized skills or advanced certifications in a related field including: Summer Camp Leaders Teen Outreach Leaders Coaches Substitute Teachers Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Pool Manager Gymnastic/Dance Instructors (Recreation Leader II requirements and Safety Certification and one of the following certifications: Professional Development Program II, Kinder Accreditation for Teachers or Movement Education and Learning Development. ) Step 1 $15.67 Step 2 $16.57 Staff Specialist -H Step 3 $17.54 Step 4 $18.55 Step 5 $19.63 Under limited supervision, performs professional work requiring specialized knowledge or training in a specific field in support of a City program or organizational unit. The work performed is generally varied in character and similar to or equally complex to that of a career position, but is not managerial. Salary to be determined -an hourly rate above $50lhour must be approved by the Director of Human Resources before the City extends an offer of employment. Stock Clerk - H Under supervision, performs a variety of inventory maintenance functions including receiving, storing, and delivering supplies. Includes maintaining and reviewing computerized inventory records; performs other related work as required. Step 1 $14.86 Step 2 $15.72 Step 3 .. $16.64 Swim InstructorlLifeguard - H Step 4 $17.59 Step 5 $18.62 Monitors pool activities to enforce regulations and prevent accidents, rescue swimmers in distress, conducts swimming lessons in accordance with American Red Cross or other national recognized aquatics programs and performs other related duties as required. Certificates in Lifeguard Training, First Aid and CPR required. Step 1 $10.62 Step 2 $11.23 Step 3 $11.89 Step 4 $12.58 Step 5 $13.30 Technical Specialist - H Under general supervision, responsible for work that requires technical skills associated with one or more of the following areas: drafting/CAD, electronics, computer systems, engineering, environmental science, or planning. Step 1 816.62 Step 2 $17.59 Step 3 $18.61 Theatre/Arts Professional I - H Step 4 $19.69 Step 5 820.83 Under general supervision, performs highly skilled jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater scene, costume & lighting design and direction, studio supervision, etc. Step 1 $19.40 Step 2 $20.53 Step 3 821.72 Theatre/Arts Professional II - H Step 4 $22.98 Step 5 $24.31 Under limited supervision, performs highiy specialized jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, thcater scene, costume & lighting design and direction, studio supervision, etc. Two years of experience equivalent to that of a Theatrc! Arts Professional 1. Step ] $23.62 Step 2 $24.99 Step 3 $26.44 Theatre/Arts Technician - H Step 4 $27.97 Step 5 $29.60 tinder supervision, performs paraprofessional and skilled support to a specific performing or visual arts program area such as lighting, props, building, painting, stitching -etc. Step 1 $13.78 Step 2 $14.58 Theatre! Arts Aide « H Step 3 $15.42 Step 4 $16.31 Step 5 $17.26 Under general supervision, performs general unskilled and some semiskilled tasks in support of theater, arts and museum programs. Step I $9.09 Step 2 $9.62 Zoological Assistant « H Step 3 $10.17 Step 4 $10.77 Step 5 811.39 Under supervision, performs assignments that assist in the maintenance, control, and shelter of animals in the zoo and other City facilities. Step I $20.53 Step 2 $21.73 Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 AppendixB Public Agency Retirement System ("PAR.S.") Plan City of Palo Alto PST (Part-time. Seasonal and Temporary) Employees Retirement Plan As of the effective date of this contract, the City contracts with the Public Agency Retirement Services Alternate Retirement System (PARS ARS) to provide an alternative plan to Social Security for members of this Unit. The main components of the plan include: • Enrollment in the PARS 457 retirement plan is automatic for eligible employees (excludes employees previously enrolled in CaIPERS). • All contributions are pre-tax and invested • Employees receive an annual statement of gains and losses • Employees may become eligible to receive their account balance when one of the following events occur: o Termination of employment o Retirement o Permanent or total disability o Death o Changed employment status to a position covered by another retirement system • An employee may elect either: o a one-time lump sum cash payment, which may be subject to federal and/or state income tax withholding, OR o A direct rollover without tax withholding to a traditional IRA or an eligible plan that accepts rollovers [e.g. 403(b), 457(b), 401(k)] A copy of the Plan Document is on file in Human Resources and may be reviewed upon advanced request. For questions or additional infonnation, contact PARS at 800-540-6369. AppendixC Parking Penni ts • Pennits will be issued for University Avenue parking strU(.,'tures only. • Hourly employee must work at least 2.5 hours per day for a consistent period of time (this assumes the need to walk back and forth to a garage). If the employee works less than 2.5 hours, they can park, without penalty, in downtown garages given the current 3 hour parking limit. • Hourly employee must obtain a signed letter from Department Head verifying their "consistent" and greater than 2.5 hour schedule for a parking pennit and submit with request for pennit. • Pennit to be issued and tracked by Revenue Collections. • Parking pennlt is not transferable. • Pennit must be returned to City upon change to a less than a 2.5 hour, consistent schedule or tennination. ATTACHMENT B . **NOT YET APPROVED** Resolution No .. -:-__ -:- Resolution of the Council of the City of Palo Alto Adopting a Compensation Plan for Represented Hourly Employees (SEIU Hourly Unit) and Rescinding Resolution 8758 The Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. Pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the SEIU Hourly Employee Compensation Plan, as set forth in· Exhibit "A" attached hereto and .made a part hereof by reference, is hereby adopted for Represented Hourly Employees (SEIU Hourly Unit) effective October ---' 2010 through December 31, 2011. SECTION 2. The Compensation PIau adopted herein shall be administered by the City Manager in accordance with the Merit System Rules and Regulations . . SECTION 3. The Compensation Plan shall continue in effect until amended or revoked by the Council. SECTION 4. The Director of Administrative Services hereby is authorized to implement the Compensation PIau adopted herein in his preparation of forthcoming payrolls. He is further authorized to make chauges in the titles of employee classifications identified in the Table of Authorized Personnel contaloed in the 2010-2011 budget, if such titles have been chauged in the Compensation Plan. SECTION 5. Resolution No. 8758 is hereby rescinded. II II II II II II II II II II 101001 'h 8261450 1 **NOT YET APPROVED** SECTION 6. The Council finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: Clerk APPROVED AS TO FORM: Senior Deputy City Attorney 101007 sh 8261450 Mayor APPROVED: City Manoger Director of A drninistrative Services Director of Human Resources 2 CITY OF PALO ALTO COMPENSATION PLAN SEIU HOURLY UNIT EMPLOYEES EFFECTIVE: October 25,2010 Through December 31, 2011 1 COMPENSATION PLAN FOR THE CITY OF PALO ALTO SEIU Hourly Unit Personnel SECTION I. SALARY A. Salary Range Tables Personnel covered by this plan shall receive compensation within the salary ranges set forth in the Salary Range Tables that follow in Appendix A. B. Establishment of Salary The City Manager is authorized to make appointments to or advancements with the prescribed ranges upon evaluation of employee qualification and performance. Hourly employees are to be given a performance review after 416 hours, or six months, whichever occurs first, from date of hire and annually thereafter. Improvement, efficient and effective service will warrant a salary step increase. Subsequent salary reviews are based on performance appraisals and will depend upon demonstrated satisfactory job performance. If an employee's performance evaluation is delayed past the employee's review date and the reviewing manager determines that the employee's demonstrated job performance warrants the step increase, the increase shall take effect retroactive to the employee's scheduled review date. SECTION II. BENEFITS A. Medical Insurance Plan In lieu of providing a medical plan, effective July 1, 2006, each employee shall receive two dollars seventy-two cents ($2.72) per hour in paid status as a medical stipend. Effective July 1, 2010 this stipend will increase by five cents ($0.05) to two dollars seventy-seven cents ($2.77) per hour. Effective July 1, 2011 this stipend shall increase by an additional ten cents ($0.1 0) per hourto two dollars eighty-seven cents ($2.87) per hour worked. If the State of Califomia or federal govemment adopt or mandate a plan that requires the City to pay in whole or in part for medical services or coverage for employees in the bargaining unit, the stipend provided in this paragraph shall be reduced or cease to the extent of required payments toward the state or federal 2 plan, as applicable. Before implementation of the change the City shall notify the Union of the amount of the offset and provide it an opportunity to meet to discuss the_calculation of the amount. Such discussion shall occur within fifteen (15) working days after the City gives notice to the Union. The City's calculation of the amount of the offset shall be based on the aggregate number of hours worked in the bargaining unit during the fiscal year preceding that in which the state or federal plan takes effect. B. Sick Leave Effective July 1, 2005, the City shall provide each employee with paid sick leave, earned on the basis of 0.03 hours for each hour paid. There will be no payout of sick leave upon the employee's termination. A maximum of 15 hours per year of sick leave may be used to care for family members, including a registered domestic partner. C. Retirement Employees in the Hourly Unit shall participate in the City of Palo Alto PST (Part- time, Seasonal and Temporary Employees) Retirement Plan. The plan was adopted by the City on June 25, 1994 as a retirement plan altemative for its part- time, seasonal and temporary employees to replace Social Security. All hourly employees are required to contribute 7.5% of their salary into the PST Retirement Plan. D. Industrial Temporary Disability 1. While temporarily disabled, employees shall be entitled to use accrued sick leave for the first three (3) days following the date of injury and thereafter shall be paid based upon hourly salary for a period not to exceed fifty-seven (57) calendar days, unless hospitalized, in which case employees shall be paid full base salary for a period not to exceed sixty (60) days from date of injury. 2. For any temporary disability continuing beyond the time limits set forth in (a) above, employees shall be paid two-thirds (66 2/3%) of their hourly salary at the time of injury forthe duration of such temporary disability in conformance with the State law. 3. In case of Subsection (1) above, the employee will continue to accrue sick leave benefits. In the case of Subsection (2), sick leave benefits shall not be accrued. 3 SECTION III. SPECIAL COMPENSATION Personnel covered by this compensation plan, in addition to the salary set forth in Section I and Benefits in Section II above, may receive special compensation as follows. Eligibility shall be in conformance with the Merit Rules and Regulations and Administrative Directives issued by the City Manager for the purposes of clarification and interpretation. A. Overtime An employee will receive overtime at the rate of time and one-half for all hours paid after 40 hours in a workweek. B. Working Out of Classification The term "working out of classification" is defined as a Management authorized assignment to a budgeted Hourly or Classified position on a temporary basis wherein all significant duties are performed by an individual holding a classification within a lower compensation range. Pay for working out of classification shall be as follows: Employees appointed to "working out of classification" basis will receive acting pay within the range of the higher classification beginning on the sixth consecutive work day of the assignment. Pay for work out of class will be determined by the salary step of the higher classification which the employee would be compensated if permanently appointed to that classification. Out-of-classification provisions do not apply to work assignments performed in connection with specific predetermined apprenticeship or training programs, or declared conditions of public peril and/or disaster. C. Call-Out Pay Employees not otherwise excluded from receiving overtime pay and who are called out to perform work shall be compensated for at least two hours' pay from the time of the call-out for each occurrence at the appropriate overtime rate. D. Uniforms The City will provide uniforms, coveralls or shop coats on a weekly basis, or as otherwise furnished, for the jobs and/or classifications that the City requires such apparel. 4 The City shall reimburse employees 75 percent of the cost of job required safety shoes upon verification of such purchase by the employee. The City will provide rainy weather protection when and where appropriate. E. Parking Employees are covered by the City's administrative policy for Hourly Parking permits. 5 Appendix A Job Classifications and Salary for Hourly Unit Personnel-Effective 7/1110 Administrative Specialist I - H Performs administrative work that requires advanced skills or knowledge in support of a department/division or program. Step 1 $20.52 Step 2 $21.72 Step 3 $22.98 Administrative Specialist 11-H Step 4 $24.30 Step 5 $25.72 Perfurms more complex administrative work that requires advance skills or knowledge in specialized software programs and data analysis in specialized areas in support of a department/division or program. Two years of experience equivalent to that of an Administrative Specialist I. Step 1 $24.51 Step 2 $25.93 Assistant Park Ranger - H Step 3 $27.43 Step 4 $29.02 Step 5 $30.71 Positions requiring at least 2 years of experience and specialized skills or advanced certificates for First Aid, CPR, and heavy equipment operation. Prior experience as an open space technician or park aide is essential. Step 1 $20.53 Step 2 $21.73 Building Serviceperson H Step 3 $22.99 Step 4 $24.31 StepS $25.72 Under limited supervision, performs eustodial duties and other related work as required to maintain City buildings and facilities in a clean and orderly condition. Members of this classification may be assigned to perform cither public works duties or park duties. Two years of experience equivalent to that of a Custodial Assistant Step 1 $19.35 Step 2 $20.37 Clerical Assistant - H Step 3 $21.44 Step 4 $22.57 Step 5 $23.75 Under supervision, performs routine and repetitive computer inputting and clerical tasks, and performs related work as required. May require cash handling. Step 1 $16.62 Step 2 $17.59 Step 3 $18.62 SIep4 $19.69 Step 5 $20.83 Custodial Aide - H Under close supervision, this entry-level position perfonns basic custodial duties as required to maintain City buildings and facilities, perfonns room set-ups and take-downs, and other related work. Step I $13.43 Step 2 $14.21 Custodial Assistant - H Step 3 $15.03 Step 4 $15.90 Step 5 $16.83 Under general supervision, perfonns custodial duties and other related work as required to maintain City buildings and facilities in a clean and orderly condition. Members of this classification may be assigned to perfonn either public works duties or parks duties. Step I $15.71 Step 2 $16.62 General Laborer -H Step 3 $17.58 Step 4 $18.61 Step 5 $19.68 Perfonns general manual tasks. Perfonns various types of manual labor as needed. Possesses knowledge of commonly-used concepts, practices, and procedures within a particular field. Perfonns tasks in confonnance within pre-established instructions. Works under general supervision. Uses very limited independent judgment similar to that expected of an apprentice-helper level laborer, consistent with pre-established instructions. May report to a lead worker, but typically reports to a supervisor. Requires a high school diploma or its equivalent with I year of related experience. Salary to be detennined -an hourly rate above $501hour must be approved by the Director of Human Resources before the City extends an offer of employment. House Manager -H Facility supervisor of special events, productions, concerts, rentals -etc. Involves high public contact and customer service, including enforcement of rules and regulations. May included set-up of events. . Step I $15.45 Inspector -H Step 2 $16.34 Step 3 $17.29 Step 4 $18.29 Step 5 $19.36 Provides inspections for capital and maintenance work, buildings and structures in any stage of construction, alteration or repair. Insures compliance with standard construction practices, approved plans and specifications, governing laws and City ordinances. Prepares and maintains records of inspections, contractor's daily activities, verification of materials and quantities used, notification to and contact with the residents in the project area, violation notices, investigations and other related data and infonnation. Salary to be detennined -minimum step I base of $26.87. An hourly rate above $50lhour must be approved by the Director of Human Resources before the City extends an offer of employment. Instructor Aide -H Under general supervision, performs administrative work in support of Instructors in areas such as course preparation, classroom assistance and related activities. May require lifting up to 15 pounds. Step I $9.31 Step 2 $9.85 Instructor I -H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Under general supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assignments to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. May require lifting up to 15 pounds. Step I $15.46 Step 2 $16.36 Instructor II -H Step 3 $17.30 Step 4 $18.31 Step 5 $19.37 Under limited supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assignments to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. Two years of experience equivalent to that of an Instructor 1. May require lifting up to 15 pounds. Step I $23.62 Step 2 $25.10 Journey-Level Laborer -H Step 3 $26.44 Step 4 $27.97 Step 5 $29.60 Performs various tasks involving physical labor in or on buildings, construction sites, demolition sites, streets, sidewalks, or on other construction projects. May operate hand and power tools of all types (e.g. Air hammers, earth tampers, cement mixers, small mechanical hoists, surveying and measuring equipment, and various other equipment and instruments). May clean and prepare sites, dig trenches, set braces to support the sides of excavations, erect scaffolding, clean up rubble and debris, and remove hazardous waste materials; may assist other craft workers. Uses independent judgment similar to that expected of a journey-level laborer, within pre-established instructions similar to and consistent with industry practices for joumey-Ievellaborers. Works under general supervision. Typically reports to a lead worker or supervisor. Requires a high school diploma or its equivalent with 1-3 years of related experience. Salary to be determined- an hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. Librarian -H Under supervision, assists customers with reference inquiries, provides instruction in the use of library resources and equipment. Step 1 $24.95 Step 2 $26.39 Library Clerk -H Step 3 $27.93 Step 4 $29.54 Step 5 $31.26 Under close supervision, performs technical and clerical tasks; assists customers with their accounts; shelves materials. Step 1 $18.57 Step 2 $19.65 Library Page -H Step 3 $20.79 Step 4 $22.00 Step 5 $23.27 Under close supervision, shelves materials; peiforms routine clerical and support tasks. Step 1 $11.38 Step 2 $12.04 Maintenance Assistant -H Step 3 $12.74 Step 4 $13.48 Step 5 $14.26 Under general supervision, responsible for skilled and semiski1led tasks in one or more of the following areas: Landscape and turf maintenance of parks and golf courses, including tree maintenance and turf renovation City building and facilities City streets, sewers, and storm drains City vehicles and equipment Performs related tasks as required. Requires experience with power equipment and a valid California driver's license. May require drug testing. Step 1 $14.94 Step 2 $15.82 Open Space Technician -H Step 3 $16;73 Step 4 $17.70 Step 5 $18.72 Under general supervision performs work assigoments in Parks and Open Space areas that assist in the protection, preservation and maintenance of Palo Alto open space lands. Entry-level positions that require familiarity with power tools such as weed whips and chain saws. Step 1 $14.94 Step 2 . $15.82 Step 3 $16.73 Step 4 $17.70 Step 5 $18.72 Print Shop Assistant -H Under supervision, provides assistance in the Print Shop in duplication, finishing work, mail distribution and other support function duties, often under tight deadlines. Step I $18.57 Step 2 $19.65 Project Specialist -H Step 3 $20.79 Step 4 $22.00 Step 5 $23.27 Support for and administrative tasks related to City programs and projects on an ongoing basis, requiring technical and administrative skills such as scheduling, research and report writing, project development and design, ongoing project implementation and administration, and budget tracking and confonnance. Step I $20.53 Step 2 $21.73 Recreation Aide -H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Provides general clerical and unskilled labor/support of recreational programs. Step I $9.31 Step 2 $9.85 Recreation Leader I -H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Entry level positions that do not require previous experience including: Teen leaders Gymnastics Instructors Sports Camp Assistants Special Event Assistants Summer Camp Counselors Coaches Step I $9.31 Step 2 $9.85 Recreation Leader II -H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Positions require at least one season of experience and certifications in a related field including: Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Assistant Pool Manager Senior Swim Instructor/Lifeguard (Lifeguard Training, First Aid and CPR) Summer Camp Assistants Coaches Step I $12.60 Step 2 $13.33 Step 3 $14.10 Step 4 $14.92 Step 5 $15.78 Recreation Leader III -H Positions require at least 2 years of experience and speeialized skills or advanced certifications in a related field including: Summer Camp Leaders Teen Outreach Leaders Coaches S ubsti tute Teachers Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Pool Manager Gymnastic/Dance Instructors (Recreation Leader II requirements and Safety Certification and one of the following certifications: Professional Development Program II, Kinder Accreditation fur Teachers or Movement Education and Learning Development.) Step 1 $15.67 Step 2 $16.57 Staff Specialist":' H Step 3 $17.54 Step 4 $18.55 Step 5 $19.63 Under limited supervision, performs professional work requiring specialized knowledge or training in a specific field in support of a City program or organizational unit. The work performed is generally varied in character and similar to or equally complex to that of a career position, but is not managerial. Salary to be determined -an hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. Stock Clerk -H Under supervision, performs a variety of inventory maintenance functions including receiving, storing, and delivering supplies. Includes maintaining and reviewing computerized inventory records; performs other related work as required. Step 1 $14.86 Step 2 $15.72 Step 3 $16.64 Swim Instructor/Lifeguard -H Step 4 $17.59 Step 5 $18.62 Monitors pool activities to enforce regulations and prevent aecidents, rescue swinuners in distress, conducts swirrnning lessons in accordance with American Red Cross or other national recognized aquatics programs and performs other related duties as required. Certificates in Lifeguard Training, First Aid and CPR required. Step 1 $10,62 Step 2 $11.23 Step 3 $11.89 Step 4 $12.58 Step 5 $13.30 Technical Specialist - H Under general supervision, responsible for work that requires technical skills associated with one or more of the following areas: drafting/CAD, electronics, computer systems, engineering, environmental science, or planning. Step 1 S16.62 Step 2 $17.59 Step 3 $18.61 Theatre/Arts Professional I - H Step 4 $19.69 StepS $20.83 Under general supervision, perfurms highly skilled jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater scene, costume & lighting design and direction, studio supervision, etc. Step 1 S 19.40 Step 2 $20.53 Step 3 S21.72 Theatre/Arts Professional II - H Step 4 S22.98 Step 5 $24.31 Under limited supervision, performs highly specialized jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater scene, costume & lighting design and direction, studio supervision, etc. Two years of experience equivalent to that of a Theatre! Arts Professional 1. Step 1 $23.62 Step 2 $24.99 Step 3 $26.44 Theatre!Arts Technician - H Step 4 $27.97 Step S $29.60 Under supervision, performs paraprofessional and skilled support to a specific performing or visual arts program area such as lighting, props, building, painting, stitching -etc. Step 1 $13.78 Step 2 $14.58 Theatre/ Arts Aide - H Step 3 $15.42 Step 4 $16.31 Step S $17.26 Under general supervision, performs general unskilled and some semiskilled tasks in support of theater, arts and museum programs. Step 1 $9.09 step 2 $9.62 Zoological Assistant - H Step 3 $10.17 Step 4 $10.77 StepS $11.39 Under supervision, performs assignments that assist in the maintenance, control, and shelter of animals in the zoo and other City facilities. Step 1 $20.53 Step 2 $21.73 Step 3 $22.99 Step 4 S24.31 Step 5 825.72 ATTACHMENT C City of Palo Alto And SEm Hourly Unit Tentative Agreement 8/25/10 MEMORANDUM OF AGREEMENT City of Palo Alto and Local ~521, SEIU PREAMBLE This Memorandum of Agreement is entered into by the City of Palo Alto (hereinafter referred to as the City) and Local m521 Service Employees International Union (hereinafter referred to as the Union). Employee, for the purposes of this Memorandum of Agreement, shall mean an employee assigned to a classification within the SEm Hourly unit. This Memorandum of Agreement is pursuant and subject to Sections 3500 et, seq. of the Government Code of the State of California and Chapter 12 of the City of Palo Alto Merit Rules and Regulations. ARTICLE I -RECOGNITION Section I. Pursuant to Sections 3500 et. seq. of the Govemment Code of the State of California and Chapter 12 of the City of Palo Alto Merit System Rules and Regulations, the City recognizes the Union as the exclusive representative of a representation unit consisting of hourly employees who are regularly scheduled and who work an average of eight (8) hours per week over eleven (11) pay periods for a minimum of four hundred sixteen (416) hours per fiscal year. This does include PERS exempt employees. 1bis does not include on call employees without regular schedules and who are hired to work occasionally for special projects. This does not include employees employed primarily to work seasonal or recreational programs and who may work intermittently outside their recreational season. This unit shall for purposes of identification be titled the SEm Hourly unit, and includes employees in the classifications listed in Appendix A attached. The City shall notifY the Union in writing of the development of a new hourly classification and upon request will meet and confer regarding inclusion of the classification in the SEm hourly unit. The parties agree that hourly employees are considered to be in the bargaining unit while that ernployee is employed by the City of Palo Alto if: (a) The employee is hired to work in a covered classification with the expectation of working an average of eight (8) hours per week over eleven (11) pay periods for a miniroum of four hundred and sixteen (416) hours in a fiscal year Or (b) The employee actually works in a covered classification for an average of eight (8) hours per week over eleven (11) pay periods for a minimum of four hundred and sixteen (416) hours in any fiscal year beginning fiscal year 2003/2004. I City of Palo Alto And SEIU Hourly Unit Tentative Agreement 812511 0 ARTICLJi II NO mSCR1MlJ>/,ATION Section42 -No Discrimination .. The City and Union agree that no person employed by or applying for employment hereto shall be discriminated against because of race, religion,· creed, political affiliation, color, national origin, ancestry, union activity, age, disability, sexual orientation, or gender. The City and the Union agree to protect the rights of all employees to exercise their free ehoice to join the Union and to abide by the express provisions of applicable State and local laws. ARTICLE 111-UNION SECURI1Y Section I. Notice. When a person is hired in a job covered in Article I, the City shall notify that person that the Union is the recognized bargaining representative for the employee and give the employee a current copy of the Memorandum of Agreement. When a group employee orientation is held for new employees of the bargaining unit, a Union Representative may make a presentation to such bargaining unit employees for the purpose of explaining matters of representation. The presentation shall not exceed 15 minutes. New employees shall be required to attend orientation. The Director of Human Resources may make an exception if extraordinary circumstances interfere with the employee's ability to attend. If the Director grants an exception, the employee and Union shall be granted a maximum of fifteen (15) minutes at the employee's report location for union orientation. Section 2. Agency Shop. i&Every employee in the bargaining unit covered by this Memorandum of Agreement shall: (1) remain a member in good standing of the Union; or (2) pay to the Union a monthly service fee, to be set by the Union in accordanee with applicable law, in an at!!&IilYfOAnt not to exceed the standard initiation fee, periodic dues, and general assessments of the organization; or, (3) in the case of an employee who certifies that helshe is a member of a recognized religion, body or sect whieh has historically held conscientious objection to joining or financially supporting public employee organizations, pay a charity fee, equal to the service fee, to a non-religious, non-labor charitable fund exempt from taxation under Section 501 (c){3) of the Internal Revenue Code, chosen from one of the following three charitable organizations agreed to by the City and the Union (or any successor organization(s) agreed to by the City and the Union): United Way of California Community Health Charities Environmental Federation of California Union members may declare their intention to terminate Union membership by certified letter, return receipt requested, to the Director of Human Resources and the Union. In 2 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 812511 0 order to be effective, the notice must be filed during the 30-day period between 60 and 90 days prior to expiration of the Memorandum of Agreement. (b) Employees who are newly hired into or who join the bargaining unit shall elect one of the above payment deduction options by completing and submitting the Employee Election form within thirty (30) calendar days of being hired into a classification covered by this MOA. (c) To qualify for deduction of the Charity Fee, the employee must certify to the Union and City that helshc is a member of a bona fide religious body or sect that has historically held conscientious objection to joining or financially supporting employee organizations. The employee is required to submit to the City and the Union a notarized ,letter signed by an official of the bona fide religion, body, or sect certifying that person's membership. Upon request, the City shall provide to the' Union a report of payments made by employees that qualify for the Charity Fee option in this subsection. (d) The deductions in this Section shall not apply during any period where an employee is in . an unpaid status. (e) Involuntary Service Fee Deduction Process: The City shall deduct a service fee from the salary of each bargaining unit member who has not authorized a dues deduction, serviee fee deduction or charity fee in writing within the time stated in this Section, above. The Union certifies that it has consulted with knowledgeable legal counsel and has thereby determined that this involuntary service fee deduction process satisfies all constitutional and statutory requirements. (f) Agency shop may be rescinded only in accordance with the provision of state law. (g) Indemnification, Defense and Hold Harmless: Union agrees to-indenmify and hold harmless the City and all officials, employees, and agents acting on its behalf, from any and all claims, actions, damages, costs, or expenses including all attorney's fees and costs of defense in actions against the City, its officials, employees or agents as a result of actions taken or not taken by the City pursuant to the Agency Shop A.rrangement. (h) Sign-up forms for deduction of union dues, service fees and charity fees shall be provided by the Union and approved by the City. The parties agrec to work out administrativc procedures when an employee is in non-pay status. Dues will not be deducted when circumstances result in a negative paycheck. Section 3. Documentation. The City shall supply the Union with the information described under subsections (a) and (b) of this Section: (a) A monthly' print out of the names, membership status, addresses and classifications of all bargaining unit employees 6)[seflt these ""he Ele writtefl Batiee '?lith the Hl!!J'laH 3 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25110 Resoorees D6f!!Htmeet ebjeetiflg ts release sf addresses, if! waiGh ease iHfa~sll 'llill se wanslHitted 'iI'itRsut adWoess; The Union will use this contact infonnation only for illlll!Ql!~sJelevant and necessary to fulfilling its obligation to represent unit employees.and (b) A list of bargaining unit new hires, terminations and retiremcnts which occurred during the prcvious month. W-The Union shall supply the City, and as applicable, the employees, withfthe DQocmnentation required by Govermnent Code Section 3502.5 (f). Section 4. Payroll Deduction. The City shall deduct Union membership dues, service ft<es, charity fees, and any other mutually agreed upon payroll deduction, which may includc voluntary COPE checkoff, from the bi-weekly pay of bargaining unit employees. The dues/fees deduction must be authorized in writing by the employee on an authorization fonn acceptable to the City and the Union, except as provided in Section 2( e) and Section 2(h) above. City shall remit the deducted dues or fees to the Union as soon as possible afrer deduction. Section 5. Bulletin Boards and Departmental Mail. The Union shall have access to inter-office mail, existing bulletin boards in unit employee work areas, and the existing Union-paid . telephone answeting device for the purpose of posting, transmitting, or distributing notice or announcements including notices of social events, recreational events, Union membership meetings, results of elections and reports of minutes of Union meetings. Any other material must have prior approval of the Human Resources Office. Action on approval will be taken within 24 hours of submission. The Union may send email messages only for the purposes set forth above. The IT Department will maintain the SEIU list and keep it current. The Union access to email is based on the following conditions: 1) emails to the SEIU list will be copied to the Hmnan Resource Director at distribution; 2) emails to the SEn; list will only be sent by the SEIU Chapter Chair, Vice Chair, Chief Steward(s) or Secretary, 3) a maximum of 52 emails may be sent per year and a maximum of 12 emails may be sent per year by the SEIU Chapter Secretary. Section 6. Access to Union Representatives. Representatives of the Union are authorized access to City work locations for the purpose of conducting business within the scope of representation, provided that no disruption of work is involved and the business transacted is other than recruiting of members or collecting of dues, and the Representative must notifY the Hmnan Resources Department Office prior to entering the work location. Section 7. Meeting Places. The Union shall have the right to reserve City meeting and conference rooms for US(;l during lunch periods or other non-working hours. Such meeting places will be made available in conformity with City's regulations and subject to the limitations of prior commitment. .s.;;:ction 8. Notification to the Union. The Union shall be infonned in advance in writing by Management before any proposed changes not covered by this Memorandum of Agreement are 4 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 made in benefits, working conditions, or other terms and conditions of employment which require meet and confer or meet and consult process. Section 9. Union Logo. All materials and documents produced on ltek and metal plates, by the City print and reproduction shop, shall carry the Union label on the inside of covers or title pages in accordance with customary printing trades practices. Section 10. City Council Materials. The City shall make available to the Union in a timely manner copies of all City Council meeting agendas, minutes and schedule of meetings. These materials may be picked up at the City Clerk's Office during business bours. Section 11. Temporary Agencv Reporting. Upon request, the City shall provide to the Union reports by department on the use of agency temporaries filling representation unit vacant positions, or doing work similar to that of representation unit classifications. Section 12. Job Postings. Job postings for classifications positions covered by this Agreement shall include a statement that the position is covered by this Collective Bargaining Agreement and that union dues or agency fees may be required. Section 13. Contracting Out. The City through the labor management process will keep the Union advised of the status of the budget process, including any formal budget proposal involving the contracting out of SEIU bargaining unit work traditionally performed by bargaining unit members at least thirty (30) days prior to the release of the City Manager's proposed budget. The City will notify the Union in writing at least ninety (90) days prior to contracting work which has been traditionally performed by bargaining unit members, where such contracting will result in layoff or permanent reduction in hours. Within the ninety (90) day period of contracting out, both parties may offer alternatives to contracting out and meet and confer on the impact of such contracting out of a bargaining 1l;nit employee work. The City will notify the Union in writing when contracting out work which has been traditionally performed by bargaining unit workers, where such contracting out is expected to replace a laid off bargaining unit position that has been eliminated within ninety (90) days prior to the date of the planned contract work. ¥ihen feasible, the City will provide such notice prior to the beginning date of the planned contract work. The City will meet with the Union upon request to discuss alternatives. This provision does not apply to the filling of temporary vacancies of twelve (12) months or less duration. The City will provide the Union with a biannual list by department of all contract workers or vendors who are contracted by the City who perform work for the City. The City will make a reasonable effort to identify the names of the vendors on the list and the nature of the work provided by each vendor. 5 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8!25110 ARTICLE ill¥. STEWARDS Seetion I. Designation. The Union agrees to notify the Director of Human Resources of those individuals designated as Union officers and Stewards who reeeive and investigate grievances and represent employees before Management. Altemates may be designated to perform Steward functions during the absences or unavailability ofthe Steward. Section 2. Release Time.' It is agreed that, as long as there is prior notice to the Supervisor with no disruption of work, one (I) Steward shall be allowed reasonable release time away from their work duties, without loss of pay, to act in representing a unit employee or employees on grievances or matters within the scope of representation, including: (a) A meeting of the Steward and an employee, or employees of that unit related to a gnevance. (b) A meeting with Management. (c) Investigation and preparation of grievances. Grievances may be transmitted on City time. All Steward release time shall be reported on time eards using Internal Order 80005 or its successor and:;\ short-text notation deseribing the nature of the release time (e.g. "Steward release time", "bargaining release time", "Labor-Marrngement Committee release time", etc.). Section 3. Advance Notification and Approval. The Union agrees that the Steward shall give advance notification to hislher supervisor and receive permission before leaving the work location, except in those cases involving emergencies where advance notice cannot be given. Management permission to leave the worksite under this section shall not be unreasonably denied. Section 4. Timecard Reporting. One Union Steward per affected Department, who. is a City employee, shall be allowed a reasonable amount of release time off for purposes of meeting and conferring or meeting and consulting on matters within the scope of representation. All such time will be reported on timecards 7 using Internal Order 80005 or its successor and a short-text notation describing the nature of the release time (e.g. "St~ard release time", "bargaining release time", "Labor-Manageme.nt Committee release time", etc.). Section 5. Storage of Union materials. Union Stewards may utilize space in assigned desks for storage of Union materials. In the event Stewards are not assigned desks the City will provide locker or other mutually agreeable space for storage of Union materials. Section 6. LaborlManagement Meetings. Two Hourly Unit employees from different divisions shall be allowed a reasonable amount of release time off to participate, 'Nith the Classiiied (ffiit, in monthly Labor! Management Meetings. Such meetings may be included with the Classified 6 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/1 0 Unit's Labor/Management meetings if appropriate .. S.uch time shall be reported using Internal Order 80005 or its successor and a short-text notation describing the nature of the release time (e.g. "Labor-Management Committee release time", etc.). ARTICLE IV. REDUCTION IN FORCE For the purposes of this Section, length of service shall be defined as all straight time hours worked by that employee for the City of Palo Alto. Section 1. In the event of reductions in force, reductions shall be accomplished whenever possible through attrition. Section 2. Notice. \Vhen the City determines that layoffS are imminent resulting from reduction in force within the representation unit, the City will give the Union such advance notice as is reasonable under the circumstances. The notice will indicate the departments and divisions which will be affeeted and the circumstances requiring the layoffs, The City will furnish the Union with a current representation unit seniority list with notice oflayoff. Section 3. Seniority and Service Ties. If the work force is reduced within a department, division, or office for reasons of change in duties or organization, abolition of position, shortage of work or funds, or completion of work, employees with the shortest length of service will be laid off first so long as employees retained are fully qualified, trained, and capable of performing remaining work. Length of service for the purpose of this article will be based on current service hire date of record in a regular classification with no adjustment for leaves of absence. Length of service ties will be determined by lot. Employees laid off due to the above reasons will be given written notice at least thirty (30) days prior to the reduction in force. A copy of such notice will be given to the Union. Such employees shall be offered priority employment rights to hourly positions which are requisitioned and for which the employees are qualified for a period beginning with notification and ending sixty days following the reduction in force. Employees transferred or reclassified under this section will be assigned to the step in the new classification salary range closest to the employee's salary range at the time of reclassification, Employees laid off pursuant to this section shall receive the balance of all regular City compensation owed at termination within 72 hours of the date of termination. This does not include any amounts payable under Article V, Section 6, or PERS contribution refunds, if any. Section 4. Bumping Rights. Employees identified for layoff who have seniority (bumping) rights to their current or previously held classification within the representation unit must declare their intention to exercise these rights within seven (7tworking days_after written notification of layoff, otherwise bumping rights will automatically terminate. Bumping may occur within the representation unit, only to the least senior ineumbent of the current or a previously held classificatiOl1. To successfully bump, the employee must be fully qualified, trained, and capable of performing all work in the position bumped. An employee who declares bumping rights may 7 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25110 not also claim priority re-employment rights. For purposes of this section of the Agreement, the term "working days" shall mean Mondays through Fridays, exclusive of holidays. Section 5. Re-Emplovrnent List. The names of persons laid off or who through bumping changed classification in accordance with the provisions of this Article shall be entered upon a re-employment list in seniority order. The person with the highest seniority on a division re- employment list for a particular classification when a vacancy exists in that classification in that division shall be offered the appointment. Names shall be carried on a re-employment list for a period of one (I) year from the date of separation from City services or change of classification through bumping. Upon re-employment within the one-year period, the employee's hire date of record at the time oflayoff will be reinstated. Section 6. Reinstatement. Employees laid off pursuant to Seetion 2 who are reinstated to a regular position within sixty days shall retain the sick leave balance they had at the time of layoff. Section 7. No representation unit employee will be laid off or remain on a re-employment list when intermittent hourly and seasonal hourly employees are performing substantially all the duties of the classification of the hourly employee receiving a layoff notice or on a re- employment list. ARTICLE VI. PERSONNEL ACTIONS Section I. Probationary Period. Each new employee .shall serve a probationary period of six (6) months twe )'eaffi of continuous employment. ef follrteea ffitl!lSfeS (1499) hellfS WhieflWff:lf e8!f!tJs Jiirst calculated from ea€h-the employee's date of hire in a covered classification and excluding all periods ofleave and light duty assignments. The probationary period shall be regarded as a part of the testing process and shall be utilized for closely observing the employee's work, for securing the effective adjustment of a new employee to hislher position, and for r~ecting any probationary employee whose performance does not meet the acceptable standards of work. At least one written performance appraisal will be given each probationary employee on or before expiration of the probationary period. Normally, this appraisal will be given at the end of 416 hours of continuous service or six months, whichever occurs first. In the event oftermination prior to successful completion of the probationary period, such terminated employee shall be given written notice ofhislher termination with the reasons for the termination stated therein. The Human Resources Department shall, upon request, afford an interview in a timely fashion to the terminated employee for discussion of the reasons for termination. The employee may, upon request, be accompanied by a Union Representative. The interview shall not be deemed a hearing nor shall it obligate the City to reconsider or alter the termination action. The parties agree that probationary employees shall have all rights under this Memorandum of Agreement, including full and complete access to the grievance procedure, save and except for instances of suspension, demotion or termination. 8 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 Section 2. Personnel Evaluations. Personnel evaluations will be given to employees as scheduled by Management. Personnel evaluations are not appealable subject to appeal through the grievance procedure but, in the event of disagreement over content, the employee may request a review of the evaluation with the next higher level of Management, in consultation with the Human Resources Department. For purposes of this review, the employee may be represented by the Union. Decisions regarding evaluation review shall be made in writing within ten (10) working days following the review meeting. Section 3. Personnel Files. Records of all disciplinary actions shall be kept in the central personnel file. Employees shall be entitled to sign and date all action forms in their personnel files. Employees are entitled to review their personnel files upon written request or to authorize, in writing, review by their Union Representatives. An employee or the Union shall be allowed, upon reasonable request, eopies of materials in an employee's personnel file relating to a gnevance. Section 4. Release of Information. The City will only release information to creditors or other persons upon prior identification of the inquirer and acceptable reasons for the inquiry. Information then given from personnel files is limited to verification of employment, length of employment and verification and disclosure of salary range information. Release of more specific information may be authorized by the employee in writing. Section 5. Full Time Opportunities. Full time job opportunities for classifications within the Hourly unit and the Classified unit will be posted for at least ten (10) working days (Monday through Friday) prior to selection. Outside reeruitment may be used for full time openings and may begin at the time of posting, or any time thereafter. Section 6. Equitable Rotation. In assigning employees to regular schedules or special assignments, transfer, standby, overtime, or time off selection, ability to perform the work, length of service and/or equitable rotation shall determine the assignments. Section 7. Internal Eligibility. Non-probationary employees in the Hourly Unit are eligible to apply for any posted SEill Classified Unit promotional employment opportunity. Such participation shall be on the same basis and on the same terms as applies to intemal Classified Unit applicants, except as provided otherwise by the terms of the applicable City-SEill Classified Unit MOA or other applicable agreement between the City and the SEIU Classified Unit. Unless otherwise provided bv the City-SEill Classified Unit MOA or other applicable agreement between the City and the SEillClassified Unit, the senioritv of an Hourly Unit applicant shall be determined by total hours worked divided by two thousand eighty (2080). The parties acknowledge that this paragraph will have effect onlv upon written agreement between the City and SEIU Classified Unit to permit its application and for the duration of such agreement. Section 8 -Work in SEIU Classified Unit Vacancies. An employee in the Hourly bargaining unit may perform the duties of a vacant SEIU Classified bargaining Unit position for up to six 9 City of Palo Alto And SEIG HourlyGnit Tentative Agreement 8/25/10 months. However, ifbefore the six month period ends the City initiates and remains engaged in an active recruitment and selection process (i.e. such steps as advertising, posting, development of an employment candidate list. and interviews) with the objective of filling the vacancy the City shall be entitled to have the employee in this unit continue to perform the duties until a regular incumbent is hired and commences work. In the absence of an active recruitment, the City's Human Resources Director (or his or her designee) and the Gnion may agrec in writing to extend this period for one or more three month increments. The Gnion agrees that it shall not unreasonably withhold agreement for reasonableextensions of reasonable duration. Members of this bargaining unit may be employed in vacant Public Safety Dispatcher positions without application of the limitations set forth in this paragraph. ARTICLE VII -PAY. Section 1. Wages Ia6feEise. BffeetiY8 lanaiif)' e, 2007 the base wage rates R:lf elassifieations lisles ia AjljlelldiK A will reeeiv6 an a6rass the aaMd wage iliSfease ef eae Pereeat (Ui%). The Jllffilary 6, 2007 wage iaSfease shall awly te bargaiaiag effit eHlflleyees '1,':IIe werked a Il1fninrum ef 41e heafS th!riag FY 200(i 07, Effeeti'.'e Jtily I, 2GG7, the base wage Fates fer these elassil'ieatielis shall be iaerassed three tmG eae k-alfpereant (3.5%). Bffeeti'l6 hliy 1, 2008, the base '.'iage rates fer these elassifieaaoos shallae iacre!!sed three pereeat (:3.(;%). Base wage rates and ranges of covered classifications are set forth in Appendix A of this Memorandum of Agreement. Section 2. Sten Inereases. Hourly employees are to be given a performance review after 416 hours, or six months, whichever occurs first, from date of hire and aunually thereafter; improvement, efficient and effective service will warrant a salary step inerease. Subsequent salary reviews are based on performance appraisals and will depend upon demonstrated satisfactory job performance. If an employee's performance evaluation is delayed past the employee's review date and the reviewing manager determines that the employee's demonstrated job performance warrants the step inerease, the increase shall take effect retroactive to the employee's scheduled review date. Section 3. Working Out of Classification. The term "working out of classification" is defined as a Management authorized assigmnent to a budgeted Hourly or Classified position on a temporary basis wherein all significant duties are performed by an individual holding a classification within a lower compensation range. Pay for working out of classification shall be as follows: Employees appointed to "working out of classification" basis will receive acting pay within the range of the higher classification beginning the e!eveaih sixth (&1') eonsecutive work day of the assignment. Pay for work out of class will be determined by the salary step of the higher classification which the employee would be compensated if permanently appointed to that classification. Out-of-classification provisions do not apply to work assigmnents performed in connection with specific predetermined apprenticeship or training programs, or declared conditions of public peril andlor disaster. 10 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 ARTICLEVm -HOURS OF WORK, OVERTIME Section 1. Work Week and Work Day. The workweek for hourly employees shall be no greater than forty (40) regularly scheduled hours. An employee will work the hours assigned by the employee's supervisor. Overtime work must be approved by a supervisor prior to being performed. Section 2. Overtime Work. An employee will receive overtime at the rate of time and one-half for all hours paid after 40 hours in a workweek. Section 3. Work Shifts. Employees may be assigned to work shifts with scheduled starting and quitting times. For employees assigned to a regular work shift, should conditions necessitate a change in starting and quitting times, the Employee will be notified ten (10) working days in advance and permitted to discuss such changes with the City. The Employee may request the presence of his/her Union Representative at the meeting with the City. This however, shall not preclude the City's right to effect schedule changes dictated by operational necessity, nor shall this provision apply to day-to-day changes needed to cover short-term unexpected absences. This section does not apply to overtime scheduling. Section 4. Lunch and Break Periods. Employees will be granted a minimum half hour (112 hour) unpaid meal break after five (5) hours of work, unless the entire shift is only six (6) hours, in which case the employer and employee may agree to forgo the meal break. If dictated by the operational needs of a department, and upon agreement by thc City and the Union, employees may take an "on duty" lunch period which shall be counted as time worked. All employees in the bargaining unit will be granted a paid rest period limited to fifteen (15) minutes during each full four (4) hours of work. Departments may make reasonable rules concerning rest period scheduling. Section 5. Clean-Up Time. All employees whose work causes their person or clothing to become soiled shall be provided with reasonable time before lunch and at shift end for wash-up purposes. Section 6. Call-Out Pay. Employees not otherwise excluded from receiving overtime pay and who are called out to perform work shall be compensated for at least two hours pay from the time of the call-out for each occurrence at the appropriate overtime rate. ARTICLE Vlnx UNIFORMS The City will provide uniforms, coveralls or shop coats on a weekly basis, or as otherwise furnished, for the jobs and/or classifications that the City requires such apparcl. Employees required to wear uniforms shall be provided suitable change rooms and lockers where presently provided. II City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8125110 Employee clothing seriously damaged or destroyed in conjunction with an industrial injury will be reasonably replaced by the City. Any other claims alleging City liability may be filed with the City Attorney. The City shall reimburse employees 75 percent of the cost of job-required safety shoes upon verification of such purchase by the employee. The City will provide rainy weather protection when and where appropriate. The City and the Union will work through the Labor Management process to further develop guidelines for providing uniforms and reimbursements. ARTICLE IX HOLIDAYS Section 1. Fixed Holidays; January 1 Third Monday in January (Martin Luther King Day) Third Monday in February Last Monday in May July 4 First Monday in Scptember Second Monday in October Veterans' Day, November 11 Thanksgiving Day Day after Thanksgiving December 25 Either December 24 or December 31 Bffeetfve Ally 1, 2005, eEmployees who work a regular schedule shall receive holiday pay for the hours they would otherwise be scheduled to work on a Fixed City Holiday provided the employee was in a pay status or in authorized non-pay status on the Employee's last regularly scheduled working day before and after the holiday. All employees scheduled to work on a holiday will receive time and one half for all hours worked on a holiday in addition to any regular holiday pay, if applicable. ARTICLE XI SICK LEAVE Effeetive Ally I, 2005, tThe City shall provide each employee with paid sick leave, earned on the basis of 0.03 hours for each hour paid. There will be no payout of sick leave upon the employee's termination. Sick leave shall be allowed and used in cases of actual personal sickness or for the care of an immediate family member, including a registered domestic partner, or disability, medical or dental treatment, or as authorized for personal business (e.g. bereavement). A maximum of 15 hours per year of sick leave may be used to care for family 12 City of Palo Alto And SEIU Houri y Unit Tentative Agreement 8/25/10 members, including a registered domestic partner. If an Hourly Unit member is hired into a permanent position in the General Employee bargaining unit. he or she will retain his or her accumulated sick leave balance. ARTICLE XI -VOTING TIME When the employee is unable to vote outside the employee's work hours. time off with pay to vote in any general or direct primary election shall be granted as provided in the State of California Election Code. and notice than an employee desires such time off shall be given in accordance with the provisions of said Code. ARTICLE XII WORKERS COMPENSATION Industrial Temporary Disability. (a) While temporarily disabled, employees shall be entitled to use accrued sick leave for the first three (3) days following the date of injury and thereafter shall be paid based upon houri y salary for a period not to exceed fifty-seven (57) calendar days, unless hospitalized, in which case employees shall be paid full base salary for a period not to exceed sixty (60) days from date of injury. (b) For any temporary disability continuing beyond the time limits set forth in (a) above, employees shall be paid two-thirds (66 2/3%) of their hourly salary at the time of injury for the duration of such temporary disability in conformance with the State law. (c) In case of Subsection (a) above, the employee will continue to accrue sick leave benefits. In the case of Subsection (b), sick leave benefits shall not be accrued. ARTICLE XIII -BENEFIT PROGRAMS Medical Insurance Plan. In lieu of providing a medical plan, effective the pay period including July I, 2010e each employee shall receive two dollars farty Sill seHts ($2.48) seventy-seven cents ($2.77) per hour in paid status as a medical stipend. Effective the pay period including July I, 2011G+ this stipend will increase by tlHrteen ten cents ($O.IQJ) to two dollars fifty eiRe eighty-seven cents ($2.§9) ($2.87) fler hsur. Bffe6tiYe Jwy 1, 2{){)8 tlHs stifleRS shall iR6f6aS6 by ali aa8itisRaI thirt66R seats ($().13) fief hsur ts tv,s ssllars sll',eRty tws seats ($2.72) per hour worked. This stipend does not apply and will not be payable to employees who are California Public Employee Retirement System annuitants already receiving medical benefits through that system. If the State of California or federal government adopt or mandate a plan that requires the City to pay in whole or in part for medical services or coverage for employees in the bargaining unit, the stipend provided in this paragraph shall be reduced or cease to the extent of required payments toward the state or federal plan, as applicable. Before implementation the change the City shall notifY the Union of the amount of the offset and provide it an opportunity to meet to discuss the 13 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 ea1eulation of the amount. Such discussion shall oeeur within fifteen (15) working days after the City gives notiee to the Union. The City's ealeulation of the amount of the offSet shall be based on the aggregate number of hours worked in the bargaining unit during the fisea1 year preeeding that in whieh the state or federal plan takes effect. The City and SEIU will continue to investigate the feasibility of providing Employees with access to medieal insuranee. Sueh infonnation will be shared during negotiations for a suecessor Memorandum of Agreement. ARTICLE XIV -RETIREMENT Section I -Part-time, Seasonal, Temporary (PST} Retirement Plan. Employees in the Hourly Unit shall participate in the City of Palo Alto PST (Part time, SeassHad aHa T8!llflorary BHlfllsyees) Retirement Plan. (See Appendix R) The plan was adopted by the City on June 25, 1994 as a retirement plan alternative for its part-time, seasonal and temporary employees to replace Soeial Seeurity. All hourly employees are required to contribute 7.5% of their salary into the PST Retirement Plan. Seetion 2 -California PER.8. -PERS annuitants are excluded from participation in the P.S.T. Retirement Plan. Employees in the Hourly Unit who have previously participated in and remain ll5m1bers in the California Public Employee Retirement System (apERS") shall participate in PERS. to the extent required by law, in lieu of participation in the P.S.T. Retirement Plan. Such participation shall be under the retirement fonnula in effect at the time the employee is hired into the Hourly Bargaining Dnit unless otherwise required by law. ARTICLE XV PARKING Employees are covered by the City's administrative policy for Hourly parking permits. The policy is attached as BlEhibit 8Appendix C. ARTICLE XVI PHYSICAL EXAMINATIONS If an employee who is required to have a City-provided physical examination not related to workers' compensation programs disagrees with the findings of the City-sponsored physician, he/she may consult with hislher own physician at hislher own expense and, if his/her private physician's report conflicts with that of the City physician in tenns of ability to work at hiSlher regular job, then he/she may request an evaluation of hislher problem through a third physician mutually agreed upon by the employee and the City. Cost for the third examination will be equally shared and the decision of this physician concerning the continuing ability of the employee to perfonn hislher work in hislher regular job without exposing himse1£1herself to further injury as a result of hislher condition shall be the basis for returning the employee to hisiber regular work. ARTICLE xvn -SAFETY 14 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/l 0 Section I. Health and Safety Provisions. The City shall furnish and use safety devices and safeguards and shall adopt use practices, means, methods, operations and processes which are reasonably adequate to render such employment and place of employmcnt safe, in confurmance with applicable safety regulations under the State Labor and Administrative Code sections. The City shall not require or permit any employee to go to or be in any employment or place of employment which is not safe. Section 2. Union will cooperate with the City by encouraging all employees to perform their work in a safe manner. Section 3. Safety Committee. A Safety committee composed of Management and Union Stewards; will meet no less than ten times annually to discuss safety practices, methods of reducing hazards, and to conduct safety training. This shall in no way remove the basic responsibility of safety from Management nor shall it in any way alter the responsibility of the employee to report unsafe conditions directly and immediately to his or her supervisor. Three (3) Hourly employees will participate in the ten-member Citywide Union/Management safety committee with equal Union and Management membership that will meet, upon call, to review safety and occupational health standards and practices, discuss overall City safety and health problems, and to act as an advisory group to the departmental safety committees. The committee shall review all departmental safety programs and recommend change where necessary. The three (3) Hourly participants shall rsmort such time on timecards, using Internal Order 80005 or its successor in eonjunetion with a short-text entry describing the nature of the time spent (e.g. "City-wide Union-Management Safety Committee"). In cases of dispute over safe working conditions the employee will first report such unsafe conditions to his or her supervisor and every attempt will be made to rectifY the problem at this level. The employee may contact his or her Steward to assist in the resolution of the dispute. If the problem cannot be resolved the Risk Manager will be contacted and the problem will be addressed through the interpretation of the basic safety rules and regulations. Should the problem not be resolved at this step, the grievance procedure will be used. Safety grievances shall be submitted at Step III. ARTICLE XVIII -GRIEVANCE PROCEDURE Section I. The City and the Union recognize that early settlement of grievance or appeal of disciplinary actions is essential to sound employee-employer relations. The parties seek to establish a mutually satisfactory method for the settlement of employee grievances, or appeal of disciplinary action, or Union grievances as provided for below. In presenting a grievance or appeal of diseiplinary a<.iion, the aggrieved andlor his or her representative is assured frcedom from restraint, interference, coercion, discrimination or reprisal. Release time for investigation and processing a grievance or appeal of disciplinary action is designated in Article N of this Memorandum of Agreement (MOA). Section 2. DefInition. A grievance is: 15 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 (a) An unresolved complaint or dispute regarding the application or interpretation of rules, regulations, policies, procedures, Memorandum of Agreement or City ordinances of resolution, relating to terms or conditions of employment, wages or fringe benefits, excluding however those provisions of this MOA which specifically provide that the decision of any City official shall be final, the interpretation or application of those provisions not being subject to the grievance or appeal of disciplinary action procedure. (b) An appeal from a disciplinary action of any kind against an employee covered by this Memorandum of Agreement. Disciplinary action is defined as suspensions without pay, reductions in pay, demotion or discharge. Reprimands, transfers, reassignments, layoffil, and negative comments in performance evaluations are not considered discipline. Section 3. Conduct of Grievance Procedure. (a) An aggrieved employee may be represented by the Union or may represent himseWherself in preparing and presenting a grievance at any level of review. Grievances may also be presented by a group of employees. No grievance settlement may be made in violation of an existing merit rule or memorandum of agreement. The Union will be notified prior to the implementation of any settlement made which affects the rights or conditions of other employees represented by the Union. The Union and the Steward "viii be copied on all written representation unit grievance decisions. (b) An employee and the Representative Steward, if any, may use a reasonable amount of work time so long as there is no disruption of work, in conferring about and presenting a grievance. Requests for release time to prepare a grievance shall be made in accordance with the provisions of Article III, section 3. Beginning with the third step of the grievance procedure, the Chief Steward or Alternate Chief Steward may assist in presenting a grievance and may be present at all Step III, and IV grievance hearings. (c) The time limits specified in this Article may be extended by mutual agreement in writing of the aggrieved employee or the Union and the reviewer concerned. (d) Should a decision not be rendered within a stipulated time limit, the aggrieved employee may immediately appeal to the next step. (e) The grievance may be considered settled if the decision of any step is not appealed within the specified time limit. (f) If appropriate, the aggrieved employee(s) or the Union and the Department Head may mutually agree to waive Step I andlor Step II of the grievance procedure. (g) Grievances shall be made in writing and submitted on forms provided by the City or on forms which are mutually agreeable to the City and Union. The written grievance shall contain clear, faetnal and concise language including: (I) the name of the grievant, (2) a statement of the facts upon which the grievance is based, including relevant dates, times 16 City of Palo Alto And SEW Hourly Unit Tentative Agreement 8125/10 and places, (3) specific provisions of the Agreement or specific City rules, policies, or procedures which the party filing the grievance alleges has been violated; (4) a summary of any steps taken toward resolution, and (5) the action the grievant believes will resolve the grievance. (h) Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in ",'fiting. (i) If the grievance is filed by more than one employee in the bargaining unit, the Union may, at its option, convert it to a Union grievance after Step II of the grievance procedure. The Union may also file a grievance in those instances when, under this Memorandum of Agreement, a Union right not directly related to an individual employee becomes the subject of dispute. Union grievances shall comply with all of the foregoing provisions and procedures. G) For purposes of time limits, "working days" are considered to be Monday through Friday, exclusive of City holidays. (k) If a mutually agreed solution is reached during any step of this grievance procedure, the agreement shall be placed in writing and signed by the City and the grievant or union. (I) Upon request of eitller party, meetings to discuss the grievance shall be held at any step in the grievance procedure. Section 4. Grievance Procedure. Step I. Informal Discussion. Within fifteen (15) working days after the incident or discovery of the incident on which the gricvance is based the aggrieved employee shall present the grievance action to his or her immediate supervisor and attempt to resolve the grievance through informal discussions. Every attempt will be made to settle the issue at this level. Step II. If the grievance is not resolved through the informal discussion in Step 1, the employee will reduce the grievance to writing and submit copies to the Department head or his or her designee within fifteen working days of the discussion with the inmlediate supervisor. The Department Head or designee shall have fifteen working days from the receipt of a written grievance to review the matter and prepare a written statement. Step III. If the grievance is not resolved andlor the aggrieved employee is not satisfied with the Step II decision, the grievant or disciplined employee may appeal to the Human Resource Director or his or her designee in writing within fifteen working days of the receipt of the Department Head's response. The written appeal to the Human Resources level shall include a copy of the original grievance, the Department Head's decision at Step II, and a clear statement of the reasons for appeal. 17 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/2511 0 Within fifteen working days, after receiving the written appeal, the Human Resource Director shall review the matter and prepare a written statement. If a mutually agreed solution is reached during this process the agreement shall be placed in writing and signed. Step IV. If a grievance as defined under 2(a) above is not resolved at Step III, the aggrieved employee may choose betwcen final and binding resolution of the grievance through appeal to the City Manager or through appeal to final and binding arbitration. For the term of this Memorandum of Agreement, appeals to final and binding arbitration may be processed only with Union approval. All Step N appeals must be filed in writing at the Human Resources Department Office within fifteen working days of receipt of the Human Resource Director's deeision at Step 3. If the grievant or appellant eleets final and binding resolution by the City Manager, the City Manager will choose the methods he or she considers appropriate to review and settle the grievance or appeal of disciplinary action. The City Manager shall render a written decision to all parties directly involved within fifteen working days after receiving the grievant/appellant's appeal. If the grievant/appellant elects final and binding arbitration in accordance with this provision, the parties shall mutually select an arbitrator within 90 days from the date of receipt of the written request for appeal. In the event the parties cannot agree on an arbitrator, they shall mutually request a panel of five arbitrators from the California State Conciliation Service or from the American Arbitration Association if either party objects to the State Conciliation Service, and select an arbitrator by the alternate strike method. The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of this Memorandum of Agreement and such Merit System Rules, regulations, policies, procedures, City ordinances, resolutions relating to terms or conditions of employment, wages or fringe benefits, as may hereafter be in effect in the City insofar as may be necessary to the determination of grievances or appeal of disciplinary action appealed to the arbitrator. The arbitrator shall be without power to make any decision contrary to, or inconsistent with or modifying in any way, the terms of this Memorandum Of Agreement, grant wage increases or decreases, or to decide matters of interest. The arbitrator shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City cannot delegate or relinquish. Where either party seeks arbitration and the other party claims the matter is not subject to the arbitration provisions of this Memorandum of Agreement, the issue of arbitrability shall first be decided by the arbitrator using the standards and criteria set forth in Article XX and without regard to the merits of the grievance or appeal of disciplinary action. If the issue is held to be arbitrable, the arbitration proceedings will be recessed for up to five working days during which the parties shall attempt to resolve the grievance. If no resolution is reached, the arbitrator will resume the hearing and hear and resolve the issue on the merits. 18 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 Copies of the arbitrator's decision shall be submitted to the City, the aggrieved employee and the Union. All direct costs emanating from the arbitration procedure shall be shared equally by the City and the aggrieved employee or the Union. A grievance as defined under Section 2(b) above (demotion, suspension, reduction in payor termination) that remains unresolved after the conclusion of step III of the grievance procedure, shall be reviewed by a City Hearing Officer. Appeals to a City Hearing Officer must be filed with the Human Resources Director in writing within fifteen (15) working days of the receipt of the Step III Grievancc response. Within sixty (60) working days, the City Hearing Officer shall review the matter, hold a hearing with the City and the affected worker, and prepare a written recommendation to the City Manager. The City Manager shall issue a final and binding decision within fifteen (15) working days after receipt of the City Hearing Officer's recommendation. The City Manager may accept, reject or modifY the City Hearing Officer's recommendation. The City Manager's decision shall be final, binding and not be subject to further appeal. ARTICLE XIX UNSATISFACTORY WORK. OR CONDUCT AND DISCIPLINARY ACTION Section 1. The City has the right to discipline, demote, or discharge employees for cause. Section 2._Non-probationary employees whose work or conduct is unsatisfactory but not sufficiently deficient to warrant discipline, demotion, or discharge will be given a written notification of unsatisfactory work or conduct and an opportunity to improve. Failure to correct defieiencies and improve to meet standards may result in discipline, demotion, or discharge. Discipline is defined as sU&'Pensions without pay, reduction in pay, demotion, or discharge. Reprimands, . transfers, reassignments, layoffs, and negative comments in performance evaluations are not discipline and shall not be subject to the requirements of this Article. Section 3. Preliminary Notice of Discipline. Prior to imposing disciplinary actionjnvolving a disciplinary suspension, demotion, reduction in pay, or discharge of a non-probationary employee, a supervisor shall provide an employee with preliminary written notice of the proposed disciplinary action. The notice of proposed disciplinary action must be in writing and served on the cmployee in person or by registered mail or Fed-Ex. The notice of disciplinary action shall include: (a) Statement of the violations upon which the disciplinary action is based; (b) Intended effective date of the action; (c) Statement of the cause thercof; (d) Statement in ordinary .and concise langnage of the act or the omissions upon which the causes are based; 19 City of Palo Alto And SEIU Hourly Unit Tentative Agreement 8/25/10 (e) Copies of any documents or other written materials upon which the disciplinary action was fully or in part based. (f) Statement advising the employee ofhislher right to appcal from such action, and the right to Union representation. (g) The date andlor the procedure for responding to the notice. Section 4. Skelly Meeting. The employee who receives a notice pursuant to section 3 above shall have the right to respond informally to the charges either verbally or in writing before the discipline is imposed. The employee shall have fifteen (15) days from receipt of the notice to request this pre-disciplinary administrative review. The employee may request a reasonable extension of the time to respond for justifiable reasons. The Skelly meeting to listen to the verbal responses shall be scheduled with a City representative who is not the manager , recommending the discipline (the "Skelly Officer"). The Skelly Officer shall render a final written decision (the "post-Skelly decision") within fifteen (15) days of receiving the employee's response, if any, and shall deliver the post-Skelly decision to the employee by personal delivery or registered mail to the employee's last known address on file with the Huroan Resources Department. The Skelly Officer may sustain, modify, or overturn the recommended disciplinary aetion. If the Skelly Officer sustains or modifies the disciplinary action, the action may be imposed after the post-Skelly decision is delivered to the employce. ARTICLE XX NO ABROGATION OF RIGHTS The parties acknowledge that Management rights as indicated in Seetion 1207D of the Merit System Ru1es and Regulations and all applicable State laws are neither abrogatod nor made subject to negotiation by adoption of this Memoranduro of Agreement. ARTICLE XXI OUTSIDE EMPLOYMENT The provisions of Article 4.7 of the Government Code of the State of California will govern the determination of incompatible outside employment. AKI1CLE XXII PROMOTIONAL/CONVERSION OPPORTlJNITIES The City and Union will meet on a quarterly basis to review the possibility of converting long term ongoing temporary-hourly positions to regular status. A part of such a meeting may be a discussion regarding promotional opportunities of Hourlies to Classified positions. ARTICLE XXIII -PROVISIONS OF THE LAW Section 1. This Memoranduro of Agreement is subject to all current and future applicable Federal and State laws and Federal and State regulations and the Charter of the City of Palo Alto and the Constitution of the State of California. 20 City of Palo Alto And SEm Hourly Unit Tentative Agreement 8/25110 Should any of the provisions herein contained be rendered or declared invalid by reason of any existing State or Federallegjslation, such invalidation of such part or portion of this Memorandum of Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect, insofar as such remaining portions are severable. Section 2. The City and the Union agree by signing this Memorandum of Agreement that the wages, hours, rights and working conditions contained herein shan be continued in full force during the term of this Memorandum of Agreement except 'as otherwise provided for in the Memorandum of Agreement and shall be binding on both the City and the Union upon ratification by the Council of the City of Palo Alto and upon ratification by Union membership. ARTICLE XXN -COST RE.QPCTION PROGRAMS During the term of this agreement, the Union will aggressively assist Management in developing cost reduction programs. Such programs may include voluntary reduced hours/pay after this concept is studied by Management, and with such application as may be approved by Management. ARTICLE:XXV -TERM Except as expressly provided otherwise by this MOA for the JaflllaFY 6, l097 wa,geJuly 1, 2010 pay period medical stipend increase, this Memorandum of Agreement shall take effect on ratification and signing by the parties, and shall expire on J'ffile 3gDecember 31, 20ll09. Either party may serve written notice upon the other party during the period between ninety and sixty days prior to its expiration date, of its desire to amend this Memorandum of Agreement. If, at the time this Memorandum of Agreement would otherwise terminate, the parties are negotiating a new Memorandum of Agreement, upon mutual agreement of the Union and the City Managcr the terms and conditions of this Memorandum shall continue in effect. 21 EXECUTED: FOR LOCAL 521, SEIU: Bunny Bernstein, Negotiator Library Services I1t~UI ~! ( tr ,1 ' V· . Ii /1. & Nick Raisch, ChlefNegotiator SEIU Local 521 Worksite Organizer Director FOR CITY OF PALO ALTO: James Keene City Manager Russ Carlsen, Human Resources Director ~~ Assistant Human Resources Director ·.~?~cbdK arCle Scott, Labor Relations Administrator 'efNegotiator Appendix A Job Classifications and Salary for Hourly Unit Personnel-Effective 7/11()810-@%-) Administrative Specialist I - H Performs administrative work that requires advanced skills or knowledge in support of a department/division or program. Step 1 $20.52 Step 2 $21.72 Step 3 $22.98 Administrative Specialist II -H Step 4 $24.30 Step 5 $25.72 Performs more complex administrative work that requires advance skills or knowledge in specialized software programs and data analysis in specialized areas in support of a department/division or program. Two years of experience equivalent to that of an Administrative Specialist I. Step 1 $24.51 Step 2 $25.93 Assistant Park Ranger - H Step 3 $27.43 Step 4 $29.02 Step 5 $30.71 Positions requiring at least 2 years of experience and specialized skills or advanced certificates for First Aid, CPR, and heavy equipment operation. Prior experience as an open space technician or park aide is essential. Step 1 $20.53 Step 2 $21.73 Building Serviceperson - H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Under limited supervision, performs custodial duties and other related work as required to maintain City buildings and facilities in a clean and orderly condition. Members of this classification may be assigned to perform either public works duties or park duties. Two years of experience equivalent to that of a Custodial Assistant. Step I $19.35 Step 2 $20.37 Clerical Assistant - H Step 3 $21.44 Step 4 $22.57 Step 5 $23.75 Under supervision, performs routine and repetitive computer inputting and clerical tasks, and performs related work as required. May require cash handling. Step I $16.62 Step 2 $17.59 Step 3 $18.62 Step 4 $19.69 Step 5 $20.83 Custodial Aide - H Under close supervision, this entry-level position perfonns basic custodial duties as required to maintain City buildings and facilities, perfonns room set-ups and take-downs, and other related work. Step 1 $13.43 Step 2 $14.21 Custodial Assistant - H Step 3 $15.03 Step 4 $15.90 Step 5 $16.83 Under general supervision, perfonns custodial duties and other related work as required to maintain City buildings and facilities in a clean and orderly condition. Members of this classification may be assigned to perfonn either public works duties or parks duties. Step 1 $15.71 Step 2 $16.62 General Laborer -H Step 3 $17.58 Step 4 $18.61 Step 5 $19.68 Perfonns general manual tasks. Perfonns various types of manual labor as needed. Possesses knowledge of commonly-used concepts, practices, and procedures within a particular field. Perfonns tasks in confonnance within pre-established instructions. Works under general supervision. Uses very limited independent judgment similar to that expected of an apprentice-helper level laborer, consistent with pre-established instructions. May report to a lead worker, but typically reports to a supervisor. Requires a high school diploma or its equivalent with 1 year of related experience. SalarY to be detennined -an hourly rate above $50lhour must be approved by the Director of Human Resources before the City extends an offer of employment. House Manager - H Facility supervisor of special events, productions, concerts, rentals -etc. Involves high public contact and customer service, including enforcement of rules and regulations. May included set-up of events. Step 1 $15.45 Inspector -H Step.2 $16.34 Step 3 $17.29 Step 4 $18.29 Step 5 $19.36 Provides inspections for capital and maintenance work, buildings and structures in any stage of construction, alteration or repair. Insures compliance with standard construction practices, approved plans and specifications, governing laws and City ordinances. Prepares and maintains records of inspections, contractor's daily activities, verification of materials and quantities used, notification to and contact with the residents in the project area, violation notices, investigations and other related data and infonnation. Salary to be detennined -minimum step 1 base of $26.87. An hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. Instructor Aide -H Under general supervision, performs administrative work in support of Instructors in areas such as course preparation, classroom assistance and related aetivities. May require lifting up to 15 pounds. Step 1 $9.31 Step 2 $9.85 Instructor I -H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Under general supervision, prepares classes, programs and earnp curriculum, presents classes and field trips and provides assignments to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. May require lifting up to 15 pounds. Step I $15.46 Step 2 $16.36 Instructor n -H Step 3 $17.30 Step 4 $18.31 Step 5 $19.37 Under limited supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assignments to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. Two years of experience equivalent to that of an Instructor I. May require lifting up to 15 pounds. Step 1 $23.62 Step 2 $25.10 Journey-Level Laborer - H Step 3 $26.44 Step 4 $27.97 Step 5 $29.60 Perfonns various tasks involving physica1labor in or on buildings, construction sites, demolition sites, streets, sidewalks. or on other construction projects. May operate hand and power tools of all types (e.g. Air hammers, earth tampers, cement mixers, small mechanical hoists, surveying and measuring equipment, and various other equipment and instruments). May clean and pr<mare sites. dig trenches, set braces to support the sides of exeavations. erect scaffolding, dean up rnbble and debris, and remove hazardous waste materials; may assist other craft workers. Uses independent judgment similar to that expected of a journey-level laborer, within pre-established instructions similar to and consistent with industry practices for journey-level laborers. Works under general supervision. Typically reports to a lead worker or supervisor. Requires a high school diploma or its equivalent with 1-3 years of related experience. Salary to be detennined- an hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. Librarian -H Under supervision, assists customers with reference inquiries, provides iustruction in the use of library resonrces and equipment. Step 1 $24.95 Step 2 $26.39 Library Clerk -H Step 3 $27.93 Step 4 $29.54 Step 5 $31.26 Under close supervision, performs technical and clerical tasks; assists customers with their accounts; shelves materials. Step 1 S18.57 Step 2 $19.65 Library Page -H Step 3 $20.79 Step 4 322.00 Step 5 $23.27 Under close supervision, shelves materials; perfonns routine clerical and support tasks. Step 1 $11.38 Step 2 $12.04 Maintenance Assistant -H Step 3 $12.74 Step 4 $13.48 Step 5 $14.26 Undcr general supervision, responsible for skilled and semiskilled tasks in one or more of thc following areas: Landscape and turf maintenance of parks and golf conrses, including tree maintenance and tnrf renovation City building and facilities City streets, sewers, and stonn drains City vehicles and equipment Perfonns related tasks as required. Requires experience with power equipment and a valid Californla driver's license. May require drug testing. Step 1 $14.94 Step 2 $15.82 Open Space Technician -H Step 3 316.73 Step 4 $17.70 Step 5 $18.72 Under general supervision performs work assignments in Parks and Open Space areas that assist in the protection, preservation and maintenance of Palo Alto open space lands. Entry-level positions that require familiarity with power tools such as weed whips and chain saws. Step 1 $14.94 Step 2 $15.82 Step 3 $16.73 Step 4 $17.70 Step 5 318.72 Print Shop Assistant - H Under supervision, provides assistance in the Print Shop in duplieation, finishing work, mail distribution and other support function duties, often under tight deadlines. Step 1 $18.57 Step 2 $19.65 Step 3 $20.79 Projeet COllstFlletiall ffispeetar H Step 4 $22.00 Step 5 $23.27 lHspeeaoR of City 6oRs\l;1;!eaoR pf€jeets to eHsafe oOllfuflllaflOe witH ]'lIaR aHa speeifieeaoRs, a06lH!leH1:atioll ofeolltf€etoF'S Gaily aeU¥ities, 'feHBeation of materials aflG ~ities 1:ISe6, afla llotiBeatiOfi to ana eootaet with tee resiGeHts ill the ~ eet area. £t6]3 1 £tsp 2 £tsp 3 £tsp 4 £tsp 5 $2{).87 $28.44 $3i.l.\)g $31.83 $33.97 Project Specialist - H Support for and administrative tasks related to City programs and projects on an ongoing basis, requiring technical and administrative skills such as scheduling, research and report writing, project development and design, ongoing project implementation and administration, and budget tracking and conformance. Step 1 $20.53 Step 2 $21.73 Recreation Aide - H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Provides general clerical and unskilled labor/support of recreational programs. Step 1 $9.31 Step 2 $9.85 Recreation Leader I - H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Entry level positions that do not require previous experience including: Teen leaders Gymnastics Instructors Sports Camp Assistants Special Event Assistants Summer Camp Counselors Coaches Step 1 $9.31 Step 2 $9.85 Recreation Leader II - H Step 3 $10,42 Step 4 SI1.03 Step 5 $11.67 Positions require at least one season of experience and certifications in a related field including: Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Assistant Pool Manager Senior Swim InstructoriLifeguard (Lifeguard Training, First Aid and CPR) Swnmer Camp Assistants Coaches Step 1 812.60 Step 2 $13.33 Recreation Leader III -H Step 3 814.10 Step 4 $14.92 Step 5 $15.78 Positions require at least 2 years of experience and specialized skills or advanced certifications in a related field including: Summer Camp Leaders Teen Outreach Leaders Coaches Substitute Teaehers Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Pool Manager GymnastieiDance Instruetors (Recreation Leader II requirements and Safety Certifieation and one of the following eertifications: Professional Development Program II, Kinder Aeereditation for Teaehers or Movement Education and Leaming Development. ) Step 1 $15.67 Step 2 $16.57 Staff Specialist - H Step 3 $17.54 Step 4 $18.55 Step 5 $19.63 Under limited supervision, performs professional work requiring specialized knowledge or training in a specific field in support of a Citv program or organizational unit. The work performed is generally varied in character and similar to or equally complex to that of a eareer position, but is not manageriaL Salary to be determined -an hourly rate above $50ibour must be approved by the Director of Human Resources before the City extends an offer of employment. Stock Clerk -H Under supervision, performs a variety of inventory maintenance functions including reeeiving, storing, and delivering supplies. Includes maintaining and reviewing computerized inventory records; performs other related work as required. Step 1 $14.86 Step 2 $15.72 Step 3 $16.64 Step 4 $17.59 Step 5 $18.62 Swim InstructoriLifeguard - H Monitors pool activities to enforce regulations and prevent accidents, rescue swimmers in distress, conducts swimming lessons in accordance with American Red Cross or other national recognized aquatics programs and performs other related duties as required. Certificates in Lifeguard Training, First Aid and CPR required. Step I $10.62 Step 2 $11.23 Technical Specialist - H Step 3 $11.89 Step 4 $12.58 Step 5 $13.30 Under general supervision, responsible for work that requires technical skills associated with one or more of the following areas: draftingiCAD, electronics, computer systems, engineering, environmental science, or planning. Step I $16.62 Step 2 $17.59 Step 3 $18.61 Theatre/Arts Professional I - H Step 4 $19.69 Step 5 $20.83 Under general supervision, performs highly skilled jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater scene, costume & lighting design and direction, studio supervision, etc. Step I $19.40 Step 2 $20.53 Step 3 $21.72 Theatre/Arts Professional II - H Step 4 $22.98 Step 5 $24.31 Under limited supervision, performs highly specialized jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater scene, costume & lighting design and direction, studio supervision, etc. Two years of experience equivalent to that of a Theatre/Arts Professional 1. Step 1 $23.62 Step 2 $24.99 Step 3 $26.44 Theatre/Arts Technician - H Step 4 $27.97 Step 5 $29.60 Under supervision, performs paraprofessional and skilled support to a specific performing or visual arts program area such as lighting, props, building, painting, stitching -etc. Step 1 $13.78 Step 2 $14.58 Theatre/ Arts Aide - H Step 3 $15.42 Step 4 $16.31 Step 5 $17.26 Under general supervision, performs general unskilled and some semiskilled tasks in support of theater, arts and museum programs. Step I $9.09 Step 2 $9.62 Zoological Assistant - H Step 3 $10.17 Step 4 $10.77 Step 5 $11.39 Under supervision, performs assignments that assist in the maintenaoce, control, aod shelter of animals in the zoo aod other City facilities. Step I $20.53 Step 2 $21.73 Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Appendix B Public Agency Retirement System ("P.A.R.s.") Plan Citv of Palo Alto PST (Part-time, Seasonal and Temporarv) Emplovees Retirement Plan As of the etIective date of this contract, the City contracts with the Public Agency Retirement Services Alternate Retirement Svstem (PARS ARS) to provide an alternative plan to Social Security for members of this Unit. The main components of the plan include: • Enrollment in the PARS 457 retirement plan is automatic for eligible employees (excludes employees previously enrolled in CaIPERS). • All contributions are pre-tax and invested • Emplovees recei ve an annual statement of gains and losses • Emplovees mav become eligible to receive their account balance when one of the following events occnr: o Tennination of employment o Retirement o Permanent or total disability o Death o Changed employment status to a position covered by another retirement system • .'\.n employee may elect either: o a one-time lump sum cash payment, which may be subiect to federal and/or state income tax withholding, OR o A direct rollover without tax withholding to a traditional IRA or an eligible plan that accepts rollovers [e.g. 403(b), 457(b), 401(k)] A copy of the Plan Document is on file in Human Resources and mav be reviewed upon advanced request. For questions or additional information. contact PARS at 800-540-6369. AppendixC Parking Pennits • Pennits will be issued for University Avenue parking structures only. • Hourly employee must work at least 2.5 hours per day for a consistent period of time (this assumes the need to walk back and forth to a garage). If the employee works less than 2.5 hours, they can park, without penalty, in downtown garages given the current 3 hour parking limit. • Hourly employee must obtain a signed letter from Department Head verifying their "consistent" and greater than 2.5 hour schedule for a parking pennit and submit with request for permit. • Pennit to be issued and tracked by Revenue Collections. • Parking pennit is not transferable. • Pennit must be returned to City upon change to a less than a 2.5 hour, consistent schedule or termination. CITY OF PALO ALTO COMPENSATION PLAN SEIU HOURLY UNIT E:v1PLOYEES EFFECTIVE: October 25. 2010 Payperied iB:eJ..w:lillg May 1, 2997 TbroughDecember 31, 201IJoos 39, 2999 1 COMPENSATION PLAN FOR THE CITY OF PALO ALTO SEIU Hourly Unit Personnel SECTION I. SALARY A. Salarv Range Tables Personnel covered by this plan shall receive compensation within the salary ranges set forth in the Salary Range Tables that follow in Appendix A. These tables reflect tho follo'/lin€): E:#oetilJo Janblary a, 2QQ7 tho ease 'N3€jO Fates for slassifisatiens listed in A~~endix A 'Nill FOceive an acFOSS the beard wa!je increase ef ene ~eFGent ( 1.Q%). The Jan~arj' €I, 2QQ7 wa!je incFOase shall a~~ly te baF!jainin!j ~nit ern~leyees ''''ho 'A'{)rKed a rninirn~rn of 41 €I ho~rs d~rin!j FY 2QQe Q7. Effective J~ly 1, 2QQ7, the base wage rates for those classifications shall be incFOased thFOe and one half percent (d.€i%). Effective J~ly 1, 2QQS, the base wa!je rates for these classificatiens shall be incroasod thFOo porcont (d.Q%). B. Establishment of Salarv The City Manager is authorized to make appointments to or advancements with the prescribed ranges upon evaluation of employee qualification and performance. Hourly employees are to be given a performance review after 416 hours, or six months, whichever occurs first, from date of hire and annually thereafter. Improvement, efficient and effective service will warrant a salary step increase. Subsequent salary reviews are based on performance appraisals and will depend upon demonstrated satisfactory job performance. If an employee's performance evaluation is delayed past the employee's review date and the reviewing manager determines that the employee's demonstrated job performance warrants the step increase, the increase shall take effect retroactive to the employee's scheduled review date. SECTION II. BENEFITS A. Medical Insurance Plan In lieu of providing a medical plan, effective July 1,2006, each employee shall receive two dollars forty six conts ($2.4e) seventy-two cents ($2.72) per hour in paid status as a medical stipend. Effective July 1, 20G-7-10 this stipend will increase by thirteenfive cents ($0.054-J) to two dollars seventy-seven fifty nine cents ($2.W77) per hour. Effective July 1, 2 200011 this stipend shall increase by an additional tentl=liFteen cents ($0.1dQ) per hour to two dollars eighty-seven seventy tW{) cents ($2.87+2) per hour worked. If the State of California or federal government adopt or mandate a plan that requires the City to pay in whole or in part for medical services or coverage for employees in the bargaining unit, the stipend provided in this paragraph shall be reduced or cease to the extent of required payments toward the state or federal plan, as applicable. Before implementation of the change the City shall notify the Union ofthe amount of the offset and provide it an opportunity to meet to discuss the_calculation ofthe amount. Such discussion shall occur within fifteen (15) working days after the City gives notice to the Union. The City's calculation of the amount of the offset shall be based on the aggregate number of hours worked in the bargaining unit during the fiscal year preceding that in which the state or federal plan takes effect. B. Sick Leave Effective July 1, 2005, the City shall provide each employee with paid sick leave, earned on the basis of 0.03 hours for each hour paid. There will be no payout of sick leave upon the employee's termination. A maximum of 15 hours per year of sick leave may be used to care for family members, including a registered domestic partner. C. Retirement Employees in the Hourly Unit shall participate in the City of Palo Alto PST (Part- time, Seasonal and Temporary Employees) Retirement Plan. The plan was adopted by the City on June 25, 1994 as a retirement plan alternative for its part- time, seasonal and temporary employees to replace Social Security. All hourly employees are required to contribute 7.5% of their salary into the PST Retirement Plan. D. Industrial Temporarv Disability 1. While temporarily disabled, employees shall be entitled to use accrued sick leave for the first three (3) days following the date of injury and thereafter shall be paid based upon hourly salary for a period not to exceed fifty-seven (57) calendar days, unless hospitalized, in which case employees shall be paid full base salary for a period not to exceed sixty (60) days from date of injury. 2. For any temporary disability continuing beyond the time limits set forth in (a) above, employees shall be'paid two-thirds (66 2/3%) of their hourly salary at the time of injury for the duration of such temporary disability in conformance 3 with the State law. 3. In case of Subsection (1) above, the employee will continue to accrue sick leave benefits. In the case of Subsection (2), sick leave benefits shall not be accrued. SECTION III. SPECIAL COMPENSATION Personnel covered by this compensation plan, in addition to the salary set forth in Section I and Benefits in Section II above, may receive special compensation as follows. Eligibility shall be in conformance with the Merit Rules and Regulations and Administrative Directives issued by the City Manager for the purposes of clarification and interpretation. A. Overtime An employee will receive overtime at the rate of time and one-half for all hours paid after 40 hours in a workweek. B. Working Out of Classification The term "working out of classification" is defined as a Management authorized assignment to a budgeted Hourly or Classified position on a temporary basis wherein all significant duties are performed by an individual holding a classification within a lower compensation range. Pay for working out of classification shall be as follows: Employees appOinted to "working out of classification" basis will receive acting pay within the range of the higher classification beginning on the sixth consecutive work day of the assignment. Pay for work out of class will be determined by the salary step of the higher classification which the employee would be compensated if permanently appointed to that classification. Out-of-classification provisions do not apply to work assignments performed in connection with specific predetermined apprenticeship or training programs, or declared conditions of public peril and/or disaster. C. Call-Out Pay Employees not otherwise excluded from receiving overtime pay and who are called out to perform work shall be compensated for at least two hours' pay from the time of the call-out for each occurrence at the appropriate overtime rate. 4 D. Uniforms The City will provide uniforms, coveralls or shop coats on a weekly basis, or as otherwise furnished, for the jobs and/or classifications that the City requires such apparel. The City shall reimburse employees 75 percent of the cost of job required safety shoes upon verification of such purchase by the employee. The City will provide rainy weather protection when and where appropriate. E. Parking Employees are covered by the City's administrative policy for Hourly Parking permits. 5 Appendix A Job Classifications and Salary for Hourly Unit Personnel-Effective 7/110810=@-%t Administrative Specialist I -H Perfonns administrative work that requires advanced skills or knowledge in support of a department/division or program. Step 1 $20.52 Step 2 $21.72 Step 3 $22.98 Administrative Specialist II - H Step 4 $24.30 Step 5 $25.72 Perfonns more complex administrative work that requires advance skills or knowledge in specialized software programs and data analysis in specialized areas in support of a department/division or program. Two years of experience equivalent to that of an Administrative Specialist 1. Step 1 $24.51 Step 2 $25.93 Assistant Park Ranger -H Step 3 $27.43 Step 4 $29.02 Step 5 $30.71 Positions requiring at least 2 years of experience and specialized skills or advanced certificates for First Aid, CPR, and heavy equipment operation. Prior experience as an open space technician or park aide is essential. Step 1 $20.53 Step 2 $21.73 Building Serviceperson -H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Under limited supervision, perfonns custodial duties and other related work as required to maintain City buildings and facilities in a clean and orderly condition. Members of this classification may be assigned toperfonn either public works duties or park duties. Two years of experience equivalent to that of a Custodial Assistant. Step 1 $19.35 Step 2 $20.37 . Clerical Assistant -H Step 3 $21.44 Step 4 $22.57 Step 5 $23.75 Under supervision, perfonns routine and repetitive computer inputting and clerical tasks, and perfonns related work as required. May require cash handling. Step 1 $16.62 Step 2 $17.59 Step 3 $18.62 Step 4 $19.69 Step 5 $20.83 Custodial Aide -H Under close supervision, this entry-level position performs basic custodial duties as required to maintain City buildings and facilities, performs room set -ups and take-downS, and other related work. Step 1 $13.43 Step 2 $14.21 Custodial Assistant -H Step 3 $15.03 Step 4 $15.90 Step 5 $16.83 Under general supervision, perfonns custodial duties and other related work as required to maintain City buildings and fucilities in a clean and orderly condition. Members of this classification may be assigned to perfonn either public works duties or parks duties. Step 1 $15.71 Step 2 $16.62 General Laborer -H Step 3 $17.58 Step 4 $18.61 Step 5 $19.68 Perfonns general manual tasks. Perfunns various types of manual labor as needed. Possesses knowledge of commonly-used concepts, practices, and procedures within a particular field. Perfonns tasks in confonnance within pre-established instructions. Works under general supervision. Uses very limited independent judgment similar to that expected of an apprentice-helper level laborer. consistent with pre-established instructions. May report to a lead worker, but typically reports to a supervisor. Requires a high school diploma or its equivalent with 1 year of related experienee. Salary to be determined -an hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of employment. House Manager -H Facility supervisor of special events, productions, conccrt~, rentals etc. Involves high public contact and customer service, including enforcement of rules and regulations. May included set-up of events. Step 1 $15.45 Inspector -H Step 2 $16.34 . Step 3 $17.29 Step 4 $18.29 Step 5 $19.36 Provides inspections for capital and maintenance work, buildings and structures in any stage of coustruction, alteration or repair. Insures compliance with standard construction practices, approved plans and specifications, governing laws and City ordinances. Prepares and maintains records of inspections, contractor's daily activities, verification of materials and quantities used, notification to and contact with the residents in the project area, violation notices, investigations and other related data and infonnation. Salary to be determined -minimum step 1 base of $26.87. An hourly rate above $50/hour must be approved by the Director of Human Resources before the City extends an offer of emplovment. Instructor Aide - H Under general supervision, performs administrative work in support of Instructors in areas such as course preparation, classroom assistance and related activities. May require lifting up to 15 pounds. Step I $9.31 Step 2 $9.85 Instructor 1-H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Under general supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assigurnents to Instructor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. May require lifting up to 15 pounds. Step 1 $15.46 Step 2 $16.36 Instructor II - H Step 3 $17.30 Step 4 $18.31 Step 5 $19.37 Under limited supervision, prepares classes, programs and camp curriculum, presents classes and field trips and provides assigurnents to Instru,etor Aides and volunteers. Requires previous teaching experience. Requires prior in-depth knowledge of the disciplines to be taught. Two years of experience equivalent to that of an Instructor 1. May require lifting up to 15 pounds. Step I $23.62 Step 2 $25.1 0 Journey-Level Laborer - H Step 3 $26.44 Step 4 $27,97 Step 5 $29.60 Performs various tasks involving physical labor in or on buildings. construction sites, demolition sites, streets, sidewalks, or on other construction projects. Mav operate hand and power tools of all twes (e.g, Air hammers, earth tampers, cement mixers, small mechanical hoists, surveying and measuring equipment, and various other equipment and instruments). May clean and prepare sites, dig trenches, set braces to support the sides of excavations, erect scaffolding, clean up rubble and debris, and remove hazardous waste materials; may assist other craft workers. Uses independent judgment similar to that expected of a iourney-Ievellaborer, within pre-established instructions similar to and consistent with industry practices for journey-level laborers. Works under general supervision. Twicallv reports to a lead worker or supervisor. Requires a high school diploma or its eguivalent with 1-3 years of related experience. Salary to be detennined- an hourly rate above $50/hour must be approved by the Director ofHU1Ilan Resources before the City extends an offer of employment. Librarian -B Under supervision, assists customers with reference inquiries, provides instruction in the use of library resources and equipment. Step 1 $24.95 Step 2 $26.39 Library Clerk -B Step 3 $27.93 Step 4 $29.54 Step 5 S31.26 Under close supervision, performs technical and clerical tasks; assists customers with their accounts; shelves materials. Step 1 $18.57 Step 2 $19.65 Library Page -B Step 3 $20.79 Step 4 $22.00 Step 5 $23.27 Under close supervision, shelves materials; performs routine clerical and support tasks. Step I $11.38 Step 2 $12.04 Maintenance Assistant -B Step 3 $12.74 Step 4 $13.48 StepS $14.26 Under general supervision, responsible for skilled and semiskilled tasks in one or more of the following areas: Landscape and turf maintenance of parks and golf courses, including trcc maintenance and turf renovation City building and facilities City streets, sewers, and storm drains City vehicles and equipment Performs related tasks as required. Requires experience with power equipment and a valid California driver's license. May require drug testing. Step 1 $14.94 Step 2 $15.82 Open Spaee Technician -B Step 3 $16.73 Step 4 $17.70 StepS SI8.72 Under general supervision performs work assignments in Parks and Open Space areas that assist in the protection, preservation and maintenance of Palo Alto open space lands. Entry-level positions that require familiarity with power tools such as weed whips and chain saws. Step 1 $14.94 Step 2 $15.82 Step 3 $16.73 Step 4 $17.70 Step 5 $18.72 Print Shop Assistant - H Under supervision, provides assistance in the Print Shop in duplication, finishing work, mail distribution and other support function duties, often under tight deadlines. Step I $18.57 Step 2 $19.65 Step 3 $20.79 PF9jeet C9HstFUeti9H IHsfleet9F B Step 4 $22.00 Step 5 $23.27 IllSfleetioll of City sOllstRistioll flfoj6StS to 6llSaF6 sOllfo_anss witfi plan alla spesifisatiollS, aOffilffieatatioll of sommetof's aaily aetivities, verifisatioll of materials alla EtHalltities lisea, ana llotifieatioll to ana somast witfi tfie f6siaems ill tHe Pfoj 6St afeR. Step! Step 2 Step 3 Step 4 Step 5 $26.87 $28.44 $30.08 $3l.83 $33.137 Project Specialist - H Support for and administrative tasks related to City programs and projects on an ongoing basis, requiring technical and administrative skills such as scheduling, research and report writing, project development and design, ongoing project implementation and administration, and budget tracking and conformance. Step 1 $20.53 Step 2 $21.73 Recreation Aide - H Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 Provides general clerical and unskilled labor/support of recreational programs. Step 1 $9.31 Step 2 $9.85 Recreation Leader I - H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Entry level positions that do not require previous experience including: Teen leaders Gymnastics Instructors Sports Camp Assistants Special Event Assistants Summer Camp Counselors Coaches Step 1 $9.31 Step 2 $9.85 Recreation Leader II - H Step 3 $10.42 Step 4 $11.03 Step 5 $11.67 Positions require at least one season of experience and certifications in a related field including: Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Assistant Pool Manager Senior Swim Instructor/Lifegnard (Lifegnard Training, First Aid and CPR) Summer Camp Assistants Coaches Step 1 $12.60 Step 2 $13.33 Recreation Leader HI -H Step 3 $14.10 Step 4 $14.92 Step S $15.78 Positions require at least 2 years of experience and specialized skills or advanced . certifications in a related field iucluding: Summer Camp Leaders Teen Outreach Leaders Coaches Substitute Teachers Sports Camp Leaders (CPR and First Aid) Sport Officials (CPR and First Aid) Pool Manager Gymnastic/Dance Instructors (Recreation Leader II requirements and Safety Certification and one of the followiug certifications: Professional Development Program II, Kinder Accreditation for Teachers or Movement Education and Learning Development.) Step 1 $15.67 Step 2 $16.57 Staff Specialist - H Step 3 $17.S4 Step 4 $18.55 StepS $19.63 Under limited supervision, performs professional work requiriug specialized knowledge or training in a specific field in support of a City program or organizational unit. The work performed is generally varied in character and similar to or equally complex to that of a career position, but is not managerial. Salary to be dctcrmined -an hourlv rate above $50mour must be approved by the Director of Human Resources before the City extends an offer of employment. Stock Clerk - H Under supervision, performs a variety of inventory maintenance functions iucluding receiving, storing, and delivering supplies. Includes maintaining and revie\'1ing computerized iuventory records; performs other related work as required. Step I $14.86 Step 2 $15.72 Step 3 $16.64 Step 4 $17.59 Step S $18.62 Swim InstructorlLifeguard - H Monitors pool activities to enforce regulations and prevent accidents, rescue swimmers in distress, conducts swimming lessons in accordance with American Red Cross or other national recognized aquatics programs and performs other related duties as required. Certificates in Lifeguard Training, First Aid and CPR required. Step 1 $10.62 Step 2 $11.23 Technical Specialist - H Step 3 $11.89 Step 4 $12.58 Step 5 $13.30 Under general supervision, responsible for work that requires technical skills associated with one or more of the following areas: drafting/CAD, electronics, computer systems, engineering, enviromnental science, or planning. Step 1 $16.62 Step 2 $17.59 Step 3 $18.61 Theatre!Arts Professional I - H Step 4 $19.69 Step 5 $20.83 Under general supervision, performs highly skilled jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater sccne, costume & lighting design and direction, studio supervision, etc. Step 1 519.40 Step 2 $20.53 Step 3 $21.72 Theatre!Arts Professional II - H Step 4 $22.98 Step 5 524.31 Under limitcd supervision, performs highly specialized jobs in support of performing and visual arts. Examples would include exhibit design and installation, graphic design, theater scene, costume & lighting design and direction, studio supervision, etc. Two years of experienec equivalent to that of a Theatre! Arts Professional!. Step 1 S23.62 Step 2 S24.99 Step 3 S26.44 Theatre/Arts Technician - H Step 4 $27.97 Step 5 $29.60 Under supervision, performs paraprofessional and skilled support to a specific performing or visual arts program area such as lighting, props, building, painting, stitching -etc. Step 1 $13.78 Step 2 $14.58 Theatre! Arts Aide - H Step 3 $15.42 Step 4 $16.31 Step 5 $17.26 Under general supervision, performs general unskilled and some semiskilled tasks in support of theater, arts and museum programs. Step 1 $9.09 Step 2 89.62 Zoological Assistant -H Step 3 $10.17 Step 4 $10.77 StepS $11.39 Under supervision, performs assignments that assist in the maintenance, control, and shelter of animals in the zoo and other City facilities. c Step 1 $20.53 Step 2 $21.73 Step 3 $22.99 Step 4 $24.31 Step 5 $25.72 CMR: 389:10 Page 1 of 6 TO: CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: CITY MANAGER DATE: OCOTBER 25, 2010 CMR: 389:10 REPORT TYPE: Action SUBJECT: Recommendation from the High Speed Rail Committee Regarding California High Speed Rail Station in Palo Alto and Other High Speed Rail Issues Summary The focus of the discussion is whether the City of Palo Alto seeks to take a formal position on this issue. The California High Speed Rail Authority (CHSRA) is currently evaluating three communities for a mid-peninsula High Speed Rail Station (HSRS). The three communities are Mountain View, Palo Alto and Redwood City. CHSRA has held public workshops in Mountain View and Palo Alto. They have planned a similar workshop soon in Redwood City. The Mountain View City Council has indicated they do not want CHSRA to further consider an HSRS in downtown Mountain View. Notwithstanding this position by the City of Mountain View or any other community under consideration, the CHSRA may continue to analyze a station in a particular community despite formal opposition. The City Council has several alternatives it can consider including but not limited to: 1. Status quo, take no formal position on a station at this time pending review of further information that may be published by CHSRA as part of the Project Environmental Impact Report/Environmental Impact Statement (EIR/EIS) and completion of various city reports and studies including the rail corridor study and property and economic value reports; 2. Take a position indicating the City is against further consideration of a mid-peninsula station at University Avenue; 3. Take a position indicating the City would consider a mid-peninsula station at University Avenue provided certain conditions were met; 4. Request in writing the CHSRA consider a California Avenue HSRS, since a request in writing is required for CHSRA consideration. CMR: 389:10 Page 2 of 6 The HSR Committee will consider these alternatives and any others the Committee may want to add at its meeting on October 21st and present its recommendation to the City Council at the meeting on October 25th. Discussion On Thursday, October 7th the California High Speed Rail Authority (CHSRA) hosted a community study session workshop in Palo Alto. The purpose of this workshop was to discuss the potential for a mid-peninsula High Speed Rail Station (HSRS) in Palo Alto. In addition, the CHSRA was seeking input from the community regarding a potential HSRS. There were approximately twenty attendees from the general public at the meeting. The other two potential HSRS’s under review by CHSRA are Redwood City and Mountain View. After Mountain View’s September 13th CHSRA HSRS workshop, their City Council decided not to support a station in the City of Mountain View. The CHSRA Redwood City workshop is scheduled for late-October or early November. Background The High Speed Rail Committee received an HSRS presentation from HNTB at their meeting on July 29th 2010. HNTB is the engineering design firm hired by the CHSRA for the San Francisco to San Jose segment of the high speed rail project. HNTB staff brought with them various track layouts and a scale model of the proposed station. The purpose of these materials was to describe and provide some visualization (e.g., scale) of potential track layouts and designs for a mid- peninsula HSRS. The available data based assumed a full build-out in 2035 which included the following:  Minimum HSRS building size: 67,000’  HSRS platform length: 1,410’ (approximately twice as long as current Palo Alto University Avenue Caltrain platform)  HSRS alignment: could be a north-south aligned with existing Caltrain station or east-west alignment across and over the tracks  HSRS required parking spaces: 3,000 total, 1,000 adjacent to the station and 2,000 within 3 miles of station  HSRS station boarding’s: approximately 7,800 daily boardings  HSRS vehicle trips: 750 trips in the a.m. /p.m.  HSRS daily vehicles: 8,440 The following sections provide a background and overview of relevant city policies. Comprehensive Plan Policies CMR: 389:10 Page 3 of 6 Land Use & Design Policy L – 27: Pursue redevelopment of the University Avenue Multi-Modal Transit Station area to establish a link between University Avenue/Downtown and the Stanford Shopping Center. This policy states in part: “the area’s reuse should optimize the effectiveness of the multi-modal transit center, protect nearby residential areas from potential adverse environmental impacts, improve both the City and University gateways, and enhance parkland and natural resources” (p. L-23) Transportation, Public Transit Goal T-2: A Convenient, Efficient, Public Transit System that Provides a Viable Alternative to Driving (p. T-5) Program T-14: Pursue development of the University-Avenue Multi-Modal Transit Station conceptual plan based on the 1993 – 1994 design study (p. T-6) Policy T-6: Improve public transit access to regional destinations, including those within Palo Alto (p. T- 7) Policy T-7: Support plans for a quiet, fast rail system that encircles the Bay, and for intra-county and Transbay transit systems that link Palo Alto to the rest of Santa Clara County and adjoining counties (p. T-7) Program T-16: Evaluate the extension of a light-rail line from Mountain View through Palo Alto to Menlo Park (p. T-8) Program T-17: Support Caltrain electrification and its extension to downtown San Francisco (p. T-8) Policy T-8: Encourage employers to develop shuttle services connecting employment areas with the multi-modal transit stations and business districts (p. T-8) Policy T-46: Minimize the need for all-day employee parking facilities in the University Avenue/Downtown and California Avenue business districts and encourage short-term customer parking (p. T-26) Policy T-51: Support the efforts of the Metropolitan Transportation Commission (MTC) to coordinate transportation planning and services for the Mid-Peninsula and the Bay Area that emphasize alternatives to the automobile. Encourage MTC to base its Regional Transportation Plan (RTP) on compact land use development assumptions (p. T-27) HSR Station Requirements and Operations The information provided here is founded on data provided by CHSRA. Station size A new HSRS building would be approximately 67,000’. CMR: 389:10 Page 4 of 6 Ridership The CHSRA projects a daily ridership of 7,800 boardings and 7,800 alightings at a new HSRS. The total daily riders for the station would therefore be approximately 15,600. This number is approximately equivalent to the 15,500 daily ridership totals at the San Francisco Caltrain station located at 4th and King Street. According to a February 2010 Caltrain ridership survey Palo Alto ranks #2 in total numbers of riders. The current Palo Alto Caltrain ridership boardings is 3,905 per day. Parking The HSRS requires 1,000 parking spaces adjacent to the station and 2,000 additional spaces within 3 miles of the station for a total requirement of 3,000. As a point of comparison for how much space might be required for a 1,000 space parking garage, the Bryant Street parking garage has 692 parking spaces on seven floors of which two floors are underground. In addition to the adjacent station parking space requirements, an additional 2,000 parking spaces would be required within a 3-mile radius of the downtown station. The CHSRA has indicated that parking facilities are not included in the project. CHSRA has also not included parking in their cost estimates with the expectation that the station parking would be the responsibility of the local jurisdiction, possibly in partnership with private operators. HSRS Benefits and Impacts Staff has been working with CHSRA staff to secure information on any potential benefits and impacts of an HSRS. The following is a brief overview of existing information available. Ridership and Traffic Volumes The following chart lists CHSRA estimated ridership volumes: Boardings and Alightings Auto drop-off 4,400 Auto park 4,800 Rental cars 1,440 Taxis 1,360 Transit 1,600 Walk/Bike 2,000 Total for boardings or alightings 15,600 The CHSRA has stated the total expected daily traffic from a downtown station would be approximately 8,400 trips. The CHSRA has not evaluated the traffic impact to Palo Alto’s local roadway network. Additional studies and analysis would be required to understand these potential traffic and circulation related impacts. Economic Benefit CMR: 389:10 Page 5 of 6 The CHSRA has outlined for staff several potential economic benefits including:  Attracts investment/enhances real estate value  Creates an identity/destination from the location of the HSRS  Statewide accessibility  Supports multi-modal connectivity  Supports sustainability None of the above benefits have been quantified nor corroborated by any independent analysis or study therefore staff makes no claims to the accuracy of the stated benefits. Additional Considerations California Avenue location The CHSRA is only evaluating the potential for a HSRS at University Avenue. Staff inquired if CHSRA would also evaluate the California Avenue location for a potential station. CHSRA staff indicated they would only do so upon a written request. Thus, there has been no planning or design work for a potential station at this location. Downtown The impact of a HSRS for the City is at best uncertain. There are very few U.S. models for comparison regarding economic impacts. Given this, more research is necessary, which has prompted the City to engage in its own analysis, which is currently ongoing. Unless conclusive economic data suggests otherwise, it seems that the traffic-inducing nature of a HSRS could produce serious impacts on City infrastructure and services. Although more visitors would usually equate to more retail activity, our preliminary analysis suggests the nature of the increased trips would be for long-distance travelers, similar to airport traffic. As such, we would expect minimal secondary retail sales in the downtown area due to HSR users. Moreover, because of the uncertainties regarding future track alignment, we are unable to fully comprehend the physical impacts on downtown. Much of Palo Alto’s success as a retail destination is driven by its pedestrian scale and character, which could be damaged by a future HSRS. Stanford University Stanford University has been carefully following and evaluating the information published by the CHSRA. Stanford has submitted letters to CHSRA stating its views and positions on various HSR studies and reports. Stanford sent a letter June 30, 2010 to the CHSRA stating its views on the Preliminary Alternatives Analysis Report (PAAR). For the September 20th, 2010 Palo Alto City Council meeting staff provided the City Council with a one-page “Stanford Statement on California High Speed Rail (HSR)” which briefly discussed the potential for a station in Palo Alto at University Avenue. Stanford, while acknowledging there could be potential benefits to Stanford Area businesses from an HSRS, concluded a station should not be a priority, given the limited traffic and parking capacity in the area surrounding the potential station location. Next Steps The CHSRA will continue to evaluate a mid-peninsula station location as part of the Project level Environmental Impact Report (EIR)/Environmental Impact Statement (EIS). This includes CMR: 389:10 Page 6 of 6 but is not limited to review of roadways and critical intersections, transit/pedestrian/bicycle connections, parking, and plans and policies associated with an HSRS. CHSRA is also planning additional workshops on the HSRS concept in Millbrae the end of October and in Redwood City in either late-October or early November. The City is in the process of selecting professional firms (separate firms) to conduct and complete a rail corridor study and a property and economic value analysis of the impacts of HSR. This analysis is likely to produce more information on the impacts of HSR than currently available information provided by CHSRA. PREPARED BY: ___________________________ ROB BRAULIK Project Manager DEPARTMENT HEAD APPROVAL: __________________________ STEVE EMSLIE Deputy City Manager CITY MANAGER APPROVAL: ___________________________ JAMES KEENE City Manager TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT CMR: 387:10 DATE: OCTOBER 25, 2010 REPORT TYPE: PUBLIC HEARING SUBJECT: Certification of the Final Environmental Impact Report (FEIR) for the proposed 405 Lincoln Avenue Single Family Residential Replacement Project and approval of Demolition Delay in conjunction with a request for a Demolition Permit for the existing residence at 405 Lincoln Avenue, which is listed as a Contributing Structure in the Profess orville National Register Historic District and a contributing resource to the Professorville Historic District. EXECUTIVE SUMMARY The, project is the demolition and replacement of a single family house in the Professorville Historic District. The existing house is listed as a contributing structure to Professorville on both the National Register of Historic Places and on the City's Historic Inventory. An Environmental Impact Report has been prepared for the proj ect addressing the impacts from loss of the contributing structure, its loss on the district and the compatibility of the proposed replacement structure within the historic district. The EIR concluded that the project impacts are less thm significant. The proposed project is subject to the City's Historic Preservation Ordinance requiring a demolition moratorium of a minimum of 60 days up to a maximum of one year prior to demolition of the existing structure. RECOMMENDATION Staff and the HRB recommend that the City Council: 1. Certify the Final Environmental Impact Report finding it complete and adequate under the requirements of the California Environmental Quality Act (CEQA) 2. Find that the Demolition Delay request for the existing structure at 405 Lincoln can be satisfied with the minimum 60 day nloratorium ; and, 3. Refer review of any revised plan for the site to the Historic Resources Board for evaluation of compatibility with the Professorville Historic District. CMR: 387:10 Page.! of7 BACKGROUND On June 14, 2007, the owners/applicants of the single family residence at 405 Lincoln Ave. applied for HRB review of a Demolition Delay request to enable demolition of the existing house, a Spanish Colonial Revival constructed circa 1923. The applicants had been advised by staff that since the property is listed as a contributing resource to the Professorville National Register Historic District on the City's Historic Inventory, it is subject to a demolition moratorium in accordance with the City'S Historic, Preservation Ordinance and that the demolition of the existing structure would be allowed once a two month to one year demolition moratorium had been satisfied. The structure is also listed on the National Register of Historic Places as a contributing structure in the Professorville Historic District. Shortly after submission of the application for Demolition Delay in June, the City Attorney determined based upon a trial court ruling in a City of Palo Alto lawsuit that the demolition delay process was subj ect to the California Environmental Quality Act; and, therefore, environmental review was required. The City decided to prepare an Environmental Impact Report (EIR) for the project since, absent mitigation, demolition of the building had the potential for resulting in a direct adverse impact on the Professorville Historic District. On August 10, 2007, the applicants submitted the additional request and deposit for preparation of an EIR for the project. The EIR would provide CEQA-required documentation for the following two City approvals required for the project: Demolition Delay'and Individual Review of the replacement structure. The applicants' architect conlpleted an initial design of the replacement structure in early 2008, and submitted the plans to the City for review for compatibility with the Professorville Historic District. Over the next year and a half, the plans for the replacement structure were modified several times as a result of meetings with staff and the historic architect hired by the City to evaluate the project as part of the EIR process. The EIR was to evaluate significance of the loss of the individual structure, the effects of removal of the contributing structure on the Professorville district and the compatibility of the proposed replacement structure on the district. In August, 2009, the applicant submitted final plans for the replacement residence to be analyzed for compatibility with the Professorville Historic District in the project EIR. Over the following year, multiple iterations of the design were reviewed and discussed by the City's historic consultant, staff, the project architect and the owners. The DEIR began circulation on July 27, 2010 for a 53 day review period, ending circulation on September 17, 2010. Twenty-one letters and emails were received on the EIR during the circulation period. On September 1, 2010, the HRB held a public hearing to take testimony on the adequacy of the DEIR. Thirteen speakers provided testimony at the hearing; the majority expressed concern regarding the loss of the existing structure. The minutes from the September 1 st meeting are included in the Final Environmental Impact Report (Attachment A) along with responses to each of the issues raised by the speakers. On October 6, 2010, the HRB held its second hearing on the project focusing on the length of the Demolition Delay requirement and the evaluation of the replacement structure and its compatibility with the Professorville Historic District. The minutes from that meeting are attached (Attachment B). CMR: 387:10 Page 2 of7 DISCUSSION For this project, the City Council is being asked to act on two items. First, the City Council is required to detennine if the Final Environmental Impact Report (FEIR) for the proj ect is complete and adequate under the provisions of the California Environmental Quality Act (CEQA). If the City Council certifies the FEIR, then the Council should detennine the appropriate time limit for the Demolition Delay moratorium as provided for in the City's Historic Preservation Ordinance, which ranges from the mandatory two month period up to a maximum of one year. Summary and Adequacy ofEIR The following criteria were used in the D EIR to determine if the proj ect would result in a significant cultural resource impact. Although not officially adopted by the City Council, these criteria are consistently used by the City on projects with historic resources requiring environmental review. • Adversely affect (resource has lost its integrity) a historic resource listed or eligible for listing on the National andlor California Register, or listed on the City's Historic Inventory; or • Eliminate important examples of maj or periods of California history or prehistory The evaluation in the DEIR by the historic consultant concluded that the existing residence at 405 Lincoln is not considered a "historic resource" based on California state criteria established in the CEQA guidelines nor does its removal within the Professorville Historic District result in a loss of the district's integrity as a historic resource; therefore, the DEIR concluded that the demolition of the existing residence at 405 Lincoln results in a less than significant impact. However, the DEIR concludes that the proposed replacement structure could be incompatible with the district and, as a result, adversely affect the integrity of the district since the color and materials palette, building eave lines, fenestration and massing characteristics, wood trellis and shading elements are not sufficiently reflective of the Spanish Eclectic style and not sufficiently compatible with the district. The DEIR identifies mitigations that would reduce these impacts to a less than significant level and suggests ways to implement these mitigations, but other options could be considered. The applicant has agreed to comply with these mitigation measures. DEIR Alternatives The DEIR addresses three alternatives to the proposed project and their ability to meet the applicant's objectives for the project and identifies an environmentally superior alternative. The No Project alternative would result in no impacts on the district; however, none of the project objectives could be realized by this alternative. Alternative 2, Retention and Expansion of the Existing Residence, is considered the environmentally superior alternative since the 'building would be retained within the district; however, the design of the addition has the potential to result in impacts to the existing structure CMR: 387:10 Page 3 of7 dependent on the extent and nature of the building alterations. This alternative would not meet the project objective. The third alternative, Relocation of the existing residence, would have the same impact on the district as the project since the site would be redeveloped with a new building. In addition, relocating the existing residence outside the district would not achieve any benefit since the existing residence's historic value is as a contributor in the Professorville Historic District. Key Environmental Issues Of the various comments received on the DEIR, the two that were most significant from a CEQA adequacy standpoint to be addressed in the FEIR were: • The cumulative impact from the loss of the structure on the Professorville district; and • The significance of the existing structure, individually and as a contributor. The DEIR concludes that the cumulative impact from loss of the structure at 405 Lincoln would not result in a significant impact due to the fact that the district retains its historic integrity after removal of this one contributor and that the district has had limited change over time. To further support that position, staff did further research on the status of demolitions and alterations in the Professorville district. The two reports appended to the FEIR identify that there are 195 parcels in the Professorville area. 115 of these parcels are in the National Register District area; 80 are in the Expanded District area. Over the last ten years (1999-2010) the number of non-contributors in the district has remained constant at 50 (25% of the district parcels). 12% of the National Register district area consists of non-contributors with 45 % non-contributors in the Expanded District. Since designation of the National Register District in 1980, four demolitions have occurred in that area. One demolition has occurred in the Expanded District since its listing on the City's Historic Inventory in 1993. As a result the FEIR concludes that the cumulative loss from the removal of the contributing structure at 405 Lincoln results in a less than significant impact on the district. EIR Conclusions The DEIR concludes that the loss of the individual building at 405 Lincoln results in a less than significant impact both individually and on the Professorville district. Although additional information was provided in the comments received on the DEIR regarding the owners of the house and their significance locally in the community, the FEIR concludes that this information does not elevate the structure to a level of significance for CEQA purposes. The structure does not meet the National or California criteria for individual listing on either the federal or state register, it is not singled out on the National Register CMR: 387:10 Page 4 of7 form as a significant building, nor is it designated on the City's Inventory as an individual structure in one of the four categories of significance. Regarding its significance as a contributor to the district, although it is recognized that the demolition of the house would cause an interruption in the system of relationships that constitutes the Professorville historic district, this particular interruption is considered less than significant because: 1. The structure at 405 Lincoln is not an example of one of the dominant styles of the Professorville historic district for which the district is listed on the National Register. These styles are Craftsman, Shingle, Wood Bungalow, Colonial Revival or a mixture of these styles. 2. The structure at 405 Lincoln is one of the smallest contributors in the district; and 3. The structure at 405 Lincoln is one story and is not considered a dominant presence in the district. Policy Implications of Conclusions It also should be noted that if "contributing" status automatically deternlines significance, there are broader ramifications for the City; all contributing structures in Greenmeadow and Green Gables, both National Register districts, would be subject to preparation of an EIR and City Council override of impacts if any changes were proposed to contributing structures in those districts that were inconsistent with Secretary of Interior's standards or if any contributing structure was proposed for demolition. Length of Demolition Delay The second issue for determination by the Council is the length of the demolition delay, which may vary between 60 days and one year. The sixty-day moratorium required for this application should be considered adequate based on the following: 1. This project has been on file for the last three years but since the Demolition Delay process requires CEQA review, it has not been possible to proceed with the Demolition Delay request in a timely manner. In compliance with the intent of the Denlolition Delay process, this three-year period has provided sufficient opportunity for the any merrlber of the public interested in relocating the house to conle forward since its availability has been well publicized; and there has been adequate time to gather information about the property's significance, which is documented in the DEIR. 2. A precedent for limiting the review based on extenuating circumstances was set in 2000 when the HRB allowed the minimum demolition delay of 60 days for a residential structure located at 364 Kingsley after a protracted three year administrative process by the property owner to obtain a demolition permit. 3. The applicants have been sufficiently exposed to extensive and comprehensive historic information about their property, and they have engaged. in considerable dialogue with CMR: 387:10 Page 5 of7 So we want to start this morning with the Demolition Delay, but let me first say that -1 want to first say that the procedure will be slightly different today because we're not going to have an open -I'm not opening the Public Hearing about the EIR unless the Board feels that we should do that, and we'll get to that. So we're limiting it today to public testimony for those who did not comment on -and the last time on the EIR, we would allow that comment, but only people who did not comnlent before. Other comments we'll allow on the demolition and the structure reviewed. So the process that we will follow this morning is I'll announce the Agenda item, we'll open the Public Hearing on the Demolition Delay and the Replacement Structure. We'll ask the Applicant t to present for ten minutes their materials on those two topics. The Applicant can also make a presentation on the EIR if you choose. You chose not to last time, but that's available to you since you did not make comments. We'll take Public Con1ments on the Demolition Delay and the Replacement Structure. We'll close -the Applicant will have an opportunity to address those comments, close the Public Hearing, and then the Board will discuss these particular issues and make the recommendations and Motions. Boardmenlber Bunnenberg: 1 need to recuse myself from this item due to a conflict of interest in tenns of commenting too early on the DEIR. So 1 should recuse myself at this point, but 1 wish to submit a comment card on the Demolition Delay. Chair Bower: All right, before we begin the hearing, there is an Oral· Communications period for anyone who wants to speak on any item that is not on the Agenda today. 1 have not received any requests to do that, so we'll move forward with the next item of business which is Approval of Minutes for September 1 st and September 15th• Any corrections in the Minutes from any of the Boardmembers. No corrections. Motion and second to approve minutes from September 1,2010. All right, September 15th meeting minutes. 1 was not at that meeting, so 1 won't vote, but -and Mike wasn't either. That means there are only three people voting on it and no quorum, so we will just do that next -we'll reschedule that for our next meeting. Then I'll open the meeting, the hearing to review the Demolition Delay and the Replacement Structure for 405 Lincoln. I'd like to have Julie present that, if you would, the Staff Recommendations and then Discussion. Julie Caporgno, Chief Planning and Transportation Official: Thank you, Chair Bower. I wanted to give you a little bit of a background on the Demo Delay process and the City'S Historic Preservation Ordinance. The Preservation Ordinance allows demolition of any structure in Professorville after the Demolition Delay process has been satisfied. The Demolition Delay process is for a minimum of two months, up to one year, and the Board makes a recommendation to the City Council and the City Council makes the deternlination as to the extent of the Demolition Delay Moratorium. City of Palo Alto HRB -October 6, 2010 Page 2 The only area in Palo Alto that prohibits demolition of historic properties is in the Downtown CD and only for Category 1 and 2 properties. The reason I wanted to identify that, or go through the process, although I know the Board is familiar with it, but there's been some -some of the comments that we've received from the public have indicated that, in our discussions with the applicants when they first came in, that there was some misinformation provided to them, that demolition isn't allowed in Professorville, and that's' not the case. The only restriction is the Demolition Delay process. The change that has occurred· since/within the last three years, from the time that the applicants purchased the 405 Lincoln property, submitted an application for a Demolition Delay and then proceeded with it was that the City because of a recent court decision, now considers the Demolition Delay process discretionary and, therefore, environmental review is required. So for this project we required an Environmental Impact Report to be prepared but, as far as the Demolition Delay process, that was in place before. It's the same as it was previously. As I mentioned, we require now CEQA review for a Demolition Delay moratorium. This project is the only one that has come forward since that decision has been nlade and the EIR for the project, as you know, addressed the significance of the existing building. It also addressed the loss of the historic structure on the District and it addressed the compatibility of the replacement structure within the District. Eventually, the City Council will have to make a determination as to the adequacy of the EIR. You held a Public Hearing on that EIR during your last meeting, and the Council will also have to identify the length of the Demolition Delay Moratorium if the EIR is found to be adequate. We are asking the Board today to make a recommendation on the Demolition Delay, the extent of the time required prior to issuance of a demolition permit. We're recommending that you determine that either it's the minimum or the entire Demolition Delay process has been satisfied because of the fact that this project has been ongoing for three years, and there has been sufficient Public Notice that the project is underway. There is an IR sign at the property, which indicates that there is an IR application on file. Many of the people from the Historic Preservation sector are aware of this, and so the opportunities for helping find a relocation site-well, in this particular case, a replacement site really wouldn't satisfy anything because the importance of the building is in the context of the District, but I think that the rationale behind the Demolition Delay process has been satisfied, so that's why Staff is recommending that you either recommend the two-month delay or you conclude that it has been satisfied. The other thing that we would like you to do this morning is to evaluate the Replacement Structure and is compatibility with the Professorville Historic District. The Environmental Impact Report that you had reviewed previously analyzed the new structure in the context of the Professorville Historic District and it identified that there were certain shortcomings with the proposed project. The applicant has made some revisions to the proj ect to address those impacts that were identified in the EIR and City of Palo Alto HRB-October 6,2010 Page 3 provide mitigations that were outlined in the EIR; we are requesting that the Board review the Replacement Structure based within that context. The other item that I wanted to raise was, at the hearing on September 1 st, there was a former Boardmember as well as I think some of the current Boardmembers concerned about the existing District's integrity; there was discussion about a percent(:l,ge of retention of structures and what would -how much, or was there a threshold for a percentage that would be meaningful for retention of the integrity of the District. There isn't a magic number, but we can give you the data, or I can give you the data as to how many parcels are in the Professorville Historic District, and also how many are contributors and noncontributors, and how many have been modified or removed over the period of time since the District was incorporated, how many structures have been denl01ished. First of all, there are 199 parcels in Professorville, and this includes the expanded area, and 50 of those parcels are noncontributing and 147 are contributing and one parcel is vacant. In the National Register District itself, there are 114 properties, and there are 100 contributors and 14 noncontributors which is only 12 percent of the District, and 88 percent of the District is contributing to the integrity of the District. In the expanded area there, alone, there are 82 parcels. Forty of them are contributors and 36 are noncontributors, with 56 percent of them contributing. I think if you add in the expanded area to the overall picture it somewhat skews the integrity of the District. My understanding of when that expanded District was fonned was it was done to try to clean up the boundaries, and so a lot of parcels that were included in the expanded District at the time were noncontributing structures. Since 1980, there have been four (4) contributors demolished in the National Register District, and since 1993 (when the District was expanded) one significantly altered contributor was demolished that is in the expanded District. So if you look at the District as a whole, since 1980 five structures have been demolished; when you take into consideration just the National Register District, there are four (4) demolished with 88 percent integrity. So, from a standpoint of this one structure, the Historic Consultant who evaluated the loss on the District from the removal of the structure concluded that its loss would not be significant and the District would retain its integrity because it's not an exemplary building for the architectural style and the loss of this one contributing building is not going to have significant impacts on the integrity of the District. John Wagstaff, EIR Consultant: I would only add that the thrust of the mitigation program in the EIR is to -the intent is to provide for a design that is, itself, a replacement design which would be compatible with the District. That's the whole thrust of the Design Review Process that has caught on over these many months., and the fmal tweaks that are recommended in the Draft EIR. City of Palo Alto HRB October 6,2010 Page 4 Ms. Caporgno: Then, the final thing I wanted to add was that I had mentioned at the meeting on September 1 st that when the final EIR is prepared you all will receive a copy of it. We're still in the process of addressing the comments that were made at the Public Hearing, as well as the comments that were received in writing, and we should have the Final EIR available next week. The discussion of the Final EIR by the City Council is currently scheduled for October 25th, so we are obligated by State Law to have the Final EIR out at least ten days before the Public Hearing, so if we are going to go on October 25th, we'll have to have the Final EIR available on the 15th of October. So we will definitely be getting the Board a copy of the Final EIR as well as it will be posted online. Any conunents (either at the meeting on Septelnber 1 st or anyone who has submitted comments in writing), will either be getting a copy of the Final EIR, or will at least have -we will be sending them email information on how they can access the Final EIR online because some of them, if we have email-only addresses, we can't send them anything, but we can send them a link to the Final EIR which will be posted online. That concludes our Staff Report, and we're here for any questions you might have. Chair Bower: Excuse me, let me ask a couple of questions, just so I can get the sense of what we want to accomplish here today. Should the Board, or are we expected to, vote to accept the EIR as we saw it? Do we have any -is there any issue about making Motions about that document? City Attorney, Gary Baum: It's my opinion that the Historic Resources Board can make a recommendation to the Council to accept the EIR, or to make changes to the EIR, or both. Chair Bower: Or reject it? Mr. Baum: Accept with changes or reject. Rejection alone isn't going to provide them with enough guidance. You need to tell them what the issues are. Chair Bower: Okay, and then we would discuss and make a Motion to either -to establish the Demolition Delay timeframe, is that correct? Could we elinlinate any delay, since we've had a three-year period? . Mr. Baum: Yes. Chair Bower: Okay, and then the final one, which is compatibility of the new structure with the Historic District. Has the Staff finished their negotiations with the client and the client's architect about the issues that were raised in the EIR report? City of Palo Alto HRB -October 6,2010 Page 5 Ms. Caporgno: The project is going to have to go through, and I forgot to mention this, the Individual Review (IR) process. Staff has looked at it kind of in an initial evaluation in conjunction with IR guidelines, and we've had the City's outside consultant evaluate it too, but there hasn't been any decision made on it, and that -the EIR needs to be certified by the City Council before the Director of Planning can make a decision on the IR. We are recommending that the Board make comments regarding the Replacement Structure, and if they need more time, that's something you could do--continue that item, based on whatever concerns you identify for an ensuing hearing, you could do that, but the critical component today for you to get through is the Demolition Delay process so that recommendation can be made to the City Council. Chair Bower: Okay, thank you. So I think where we should begin is with an Applicant presentation, and then we'll just follow the list of Standard Procedure. So, we'd like to hear from the Applicants. And, again, I'd like very much not to go back to the Environmental Impact Report. You have an opportunity to address that, because you haven't, but for the rest of the audience, I'd like to have that remain closed. Allen Akin. Project Applicant: In fact, that's my preference as well. I'm Allen Akin. Good morning, everyone. My wife Michelle Arden and I are the owners of 405 Lincoln. Before we continue, I would just like to confirm that you have the material that's new that we provided for you for this meeting. That should include our comments on our responses to the comments on the EIR, and also the excerpts from Dr. Kirk's analysis. So, if you have those two things, that certainly covers everything that we need to say, concerning the EIR. If you're ready to proceed, then I think the right thing to do is to ask Bob Peterson to give you a presentation on the house, and we'll go from there, and I will be available for any questions you may have. Chair Bower: Okay, that's fine, thank you. Bob Peterson, Project Architect: Hi, I'm Bob Peterson, Architect, in Palo Alto. I'm going to run through a quick outline concerning the replacement building. The things I want to touch on are the program/the process we've gone through and then the design of the building to have it compa,tible with the District. I've been working with Allen and Michelle on this for quite a while. They are current residents of Palo Alto. They've lived here a long time. They want to stay here. They like the community. They have two small children, and they have two pairs of grandparents, and the building needs to accommodate this kind of intergenerational family. The grandparents are here for extended periods, over the year, and will continue to do that. . City of Palo Alto HRB -October 6, 2010 Page 6 The process that we've been going through for several years now, early on we had some preliminary designs and it became clear that the only way to really get the things that I think needed to be done was to do a Review Process, periodically, as we've moved through it. So we did just that. We started with the bare piece of ground, and the program, and the requirements to try and make it be compatible, and in each phase we met with the Historic Consultant. . We made -usually, we had two or three schemes. We discussed them all, we got advice from the Historic Consultant, we made changes, we came back with alternatives, and we moved through that, repeatedly. The first one was to look at the site, and the existing parameters. Now, the existing building is about -it's right on the 20-foot setback on the front. Because of the contextual setback, this building is at 33 feet back. There is quite a difference there. One of the things that we were aware of, and looked at initially, was the impact on the closest neighbor. This obviously pushed -the new structure would be well back from where the existing was, so that helped for privacy and light issues. However, the new structure is two stories and, even though the existing neighbor is two stories, this would have an impact on privacy and light. We looked at that, and we've done a number of things to mitigate that, and the owners of the n~w building are as concerned about privacy and light as the existing ones. So that's the sort of thing that there needs to be some dialogue there to make sure that we can satisfy both partners on that. We took a look at the garage placement, and in this case, we moved the garage back in the rear yard, a long ways from the street, because we didn't want to have a garage impact with doors facing the street. The new garage will not face the street at all. It's back in the comer. It doesn't make a big impact because it's integrated into the building itself, so it's a very quiet situation there. The orientation is critical in the design of all buildings, and the south and southeast is the ideal orientation for outdoor living, and that was instrumental in how we layout the house. In terms of privacy for the next door neighbor that works to their advantage, and that is the orientation is toward the south and the southeast, meaning that's where the major glass is, the major views out, and so the orientation to the neighbor is really minor things, like some of the windows are to the closets and things like that. Now, the other things that really played in our favor is the existing landscaping there is really significant. It's been there a long time. The owners, the new owners, have every intention to maintain it and make it more lush, and we have the house placed so that we don't have to interfere with any of that, so there will be a lot of screening from th~ street. So that is definitely an advantage. City of Palo Alto HRB-October 6,2010 Page 7 When we looked at the design and the exterior elevations, one of the major things for compatibility is the relationship over the glass areas to the solid walls, and so we purposefully reduced.the number and the size of the windows so that we could maintain a reasonable ratio there that is similar to what is in the neighborhood already. Now, the only downside to that is that it does impact the new house light and orientation -and the light inside the house. What we have done to compensate for that is the use of skylights to dump light right in the middle there. With the low slope of the roofs, the skylights are almost invisible. Now, when you look at the elevations, you can see them, clearly, but if you stand on the sidewalk or in the car, the angle is so low that all you see is the edge of the skylight. So we're able to add the skylights, get the light, and not have a major impact, and these are flat skylights, so they're very inconspicuous. There's a traditional element. There's a front porch to this new building. The entry is recessed there, so it's very quiet, and it's typical of the neighborhood. The exterior materials, the walls are integral color stucco. It will be a warm stucco color and the two big elements on a house, really, are the exterior walls and the exterior roofs. The roof in this case is a zinc shingle, and if you haven't seen zinc on a roof, it's a very soft, warm color. It tends to mottle with time a little bit, a completely flat surface, and so the integral stucco color has that kind of aged look, a little bit mottled, and the roof has the same thing. The whole intent here was to design a house that was visually very quiet. We didn't want to compete with any of the historic structures and, in general, we want the house to be a very quiet structure itself. The windows are all dark green metal. They are set back to the back of the exterior walls, and these days (with insulation) all the walls are six inches, at least. It's very . subtle, but you do get a lot of shadow patterns from placing the windows deep into the wall, and that's what we're doing here. The windows, themselves, are all going to be glazed with a sloped glazing bead which we are not doing it to make it fake in any way, but that's a standard glazing bead you can get, and it gives that subtle look of an older house and an older window. Okay, well, I think that's a quick summary. I'd be happy to answer any questions. One of the reasons we designed in this way, and this is an infill building in an existing neighborhood, and it obviously makes sense for a Historic District but, in fact, it makes sense for any infill building in a residential area. So, if you have any questions, I'd be happy to answer them. Board Member Bernstein: I've got a couple of questions, and it includes question to the Staff. This, I think it might be appropriate. When the Staff is ready, I'll ask those questions too. Great, and I'll wait until they're done. I've got a question for Staff, and then perhaps the Applicant can respond. First of all, and Bob I think the most significant comment you made is talking about process, and Review City of Palo Alto HRB October 6,2010 Page 8 Process. First of all, and for the Staff, I understand there is a preliminary Review Process that an applicant can come to the HRB, very preliminarily, correct? Is there a fee for that Review Process? If it's voluntary, I mean, just - Ms. Caporgno: There isn't any fee for a preliminary review with the HRB. There isn't any Staff time in involved, but the project would be brought to you without any evaluation by Staff. Boardmember Bernstein: I understand, and then for that review there is no requirement for an EIR for that preliminary review? Ms. Caporgno: That's true. Boardmember Bernstein: And there's no requirement for any historic value -in other words, there is no fee required. The Applicant can just come before us for the preliminary comments, non-binding comments from the HRB. ~ Ms. Caporgno: That's correct. I think what -just to clarify. I know that the Board has always, or recently, has been very encouraging of Applicants bringing forward projects for preliminary review. I think in this particular case, one of the problems was that it because it was going to be a new structure in the Professorville District, and the EIR was involved, and we were having an historic evaluation done by the Historic Consultant, the Applicant was designing this around the guidelines that had been established by the Historic Consultant to meet the compatibility determination for Professorville. And so I think that's the difference between what you review when an addition is designed and it comes to you early on for your feedback before it's completed. . Boardmember Bernstein: Thank you, Julie. Bob, you mentioned, early on, and it's been what, two or three years ago that you started the review process? Mr. Peterson: Correct. Boardmember Bernstein: Is there any record, and this goes to the Staff and you, is there any record that there was any review by any preliminary designs to the HRB? Is there any record of that? Ms. Caporgno: I'm sorry, if you could repeat it please. Boardmember Bernstein: Is there any record, during the two to three past years, has there been any record of any plans at all coming to the HRB? Ms. Caporgno: There haven't been any. You have not seen these plans previously, or any plans regarding this project. Boardmember Bernstein: So, Bob, you mentioned several review processes of talking to different people. There's a no-fee review three years ago that could have happened at City of Palo Alto HRB -October 6, 2010 Page 9 HRB. Can you explain if/why we didn't -we just saw these plans four weeks ago? Any comment on HRB review very early on to get our comments too? Mr. Peterson: Well, it was clear, made clear to us, the Staff made clear to us that we were going to have to go through the EIR process, and we wanted to be able to really have an ongoing cooperative arrangement here from an Historic Consultant who would help us craft a building that would be acceptable and successful in this District. That means that we wanted help fronl the very beginning. As I say, we started with the Site Plan. We had three our four meetings there. Then we went on to Design and Materials, so there were many, many meetings over a long time. Boardmember Bernstein: And if all of those meetings, at any time, you said there was a cooperative effort. So the HRB hasn't seen these plans. Mr. Peterson: With the Historic Consultant. Boardmember Bernstein: Right, and the Historic District Consultant, I don't think they've consulted with the HRB. So where is the feedback from the HRB, is my point, over the last three years? Those are my questions, yeah. Mr. Peterson: Just a brief historical note. We actually scheduled an HRB hearing for the original plan and had to cancel because the Consultant rejected the original set of plans. So you actually -if things had gone according to schedule, you actually would have seen . the original set of plans in 2008, but because those plans were rejected, the process changed. Boardmember Kohler: I have to comment. I'm sitting here getting really frustrated. We have the final approval of this project, and so to avoid us, Staff, you should have said something. The consulting historic architect is a consultant. He doesn't have the final say. Through the IR process, I've had to work with him two or three tinles, and I've rej ected several of his comments and said that they just aren't correct, and he said okay. So, to have us suddenly be put at the end of everything, the huge amount of pressure to approve everything here because it has taken so long, I'm finding very upsetting, that suddenly we're the bad guys if we don't approve this today because it's taken everyone so long. So it's I don't know what to say. I mean, I'm having a hard time because, number one, Staff should have said, well, we have the Consultant and we have HRB. We should do them both together and get this resolved, way ahead of time. And you have Arnold, you know, the outside individual review person. You know, I've worked 60 new homes with him, so I know him very quite well, and he's also flexible and adjustable. So there were three people that should have been working together (the consultant, Arnold and us) and we've been left out. So I'm not sure what I'm going to do today. City of Palo Alto HRB October 6, 2010 Page 10 Ms. Caporgno: Can I respond to that? I think that, because this process differed in the sense of the Environmental bnpact Report· and the identification of adequate mitigation, obviously, the Board can look at the evaluation that was done in the EIR, and if you don't concur with the evaluation, that's your prerogative. You can identify what is a problem, but I think that we needed an objective outside consultant to look at the Replacement Structure and provide the direction. Boardmember Kohler: No, that's not correct. It should have been happening all at the same time. You don't hire the outside IR without getting input from uS,because we're the Board that's supposed to recommend this Approval. I know the Council has the final say, but to leave us out of this whole loop, spend all that money, and all that time, and then say here it all is, you know, it's a big package, please approve it. It's just a huge mistake, and when I do an IR review, I meet with Arnold right up front, and I say, what do you think, and the Staff, you and the other staff members, and we work out together so we know ahead. We were just left out of this whole loop, and I'm not -I feel very sad for the homeowners to have gone through all this. This whole thing should have taken less than a year, and now what is it, three years? . Mr. Peterson: Could I add something to that? Our intent was to try and craft a building that -and bring a building that was worthy of your looking at it. So, in no way, were we trying to circumvent the HRB. Boardmember Kohler: I'm not blaming you at all. I'm just saying, somewhere along the line, considering that we're the Board that has to go through . and look at all this, somewhere along the line, someone ought to have said, well, you ought to run it through HRB and see what they think, and now we're sort of sitting here. I feel like I'm under a huge pressure to approve this because of all of the bad things that have happened, and I'm just not happy about that. . Boardmember Makinen: Thank you, Chair Bower, just a couple of things. I missed the earlier presentation, but I did read through the entire Minutes, 23 pages of them in detail. Just a recap here, it is my understanding that the EIR will not be -the Final EIR will not come out until October 15th? Chair Bower: I could answer that. I think, if understood Julie correctly it can't come out later than ten days before the Council actually reviews it, is that right? Ms. Caporgno: I apologize to all of you because I wear hearing aids and I -in my haste to get over here this morning, I forgot to put them on, so that's why I keep asking if you can repeat. The EIR, the Final EIR, will beavailable on October 15th• City of Palo Alto HRB -October 6, 20 J 0 Page J J Boardmember Makinen: Okay, and the EIR now was in the process of incorporating comments from the public, is that my understanding? Ms. Caporgno: Yes, the Final EIR will address, or respond, to all the, comments that were made at the Public Hearing that was held here on September 1 st, as well as any letters that we've received on the EIR to date. Boardmenlber Makinen: Are we being asked to approve the preliminary EIR today? Mr. Baum: The HRB is being asked to give a recommendation to the Council on the Draft EIR. That's how the system under CEQA works. It's a little unusual for this committeelBoard because we haven't had an EIR come before you like this for a single residential structure, but the way the system works is, if this was the Planning Commission, the Planning Commission would get the Draft EIR, the Council gets the Final EIR and does the final approval of that, but the Advisory Commissions get the Draft versions, and then they are allowed to make comments, encouraged to make comments, as are the public. Boardmember Makinen: Well, I guess the crux of my question is, why are we having this meeting today when the Final EIR is due out in a matter of about ten, nine days? We could have the opportunity to look at the final document, with all the additions that would be put into it, reflecting the public comment. I just don't get it. Mr. Baum: You would have heard all of those comments, as well as vast majority of the responses, but the CEQA process works like that, and that's the way it works statutorily, that's the way the guidelines work and that's the way it works across the State. This isn't a Palo Alto setup. Every Planning Commission reviews Draft EIRs to the extent that this committee does. They're going to review the Draft, and then the Council actually gets a Final Draft~ and then they'll get a Final version, and so that's the way the process works. You're being asked to make comments on the EIR and recommendations on that EIR and those will be considered by the Council. Chair Bower: If I can make a suggestion to the Boardmembers. I think we all share a frustration in the process, but let's -this is ultimately the Council's decision, and so let's provide them with our guidance in how we would -how we evaluate this project. They're going to make the final decision, and I think we're all frustrated by the EIR process. It doesn't -this seems backwards to me as well, and so I think that we'll -let's finish the discussion of these two issues, and then let's make Motions that direct the Council to take the Actions that we would like to see them take. Is that reasonable? Pat, did you want to make any comments about it at this point? Boardmember DiCicco: I feel very frustrated about it as well. I mean, I think everyone on this Board -and empathetic for the owners. I mean, it's gone on for three years and as City of Palo Alto HRB -October 6,2010 Page 12 Roger said, we -you feel like we're under pressure to decide today whether this building is compatible, and I would have a lot of difficulty making that decision myself. Boardmember Makinen: One final comment, in addition to what I've previously stated. We've got at least three our four additional pieces of paper here that were presented this morning, before we even had a chance to look at them and review them. I think that's unacceptable to present them at the moment that we're at the meeting here. Chair Bower: It is frustrating to incorporate that into our work, but I'm assuming that Staff actually got those, and as I see from one of them, it's got a September 9th date on it, so I don't know why that wasn't in our packet, but maybe they just came in recently, last night or something. One of them has a date of October 5th, and so there's not much opportunity for that to get to us sooner. I would also like to say that, in the last meeting, I did not have the EIR report to review. Staff has assured me that it was delivered to my house, and I suspect it was, and so it wasn't Staffs problem, it was my -the turbulence in my house that probably lost that document, but -yeah, the dog ate it. I don't have a dog. Anyway, so I didn't -I was frustrated because that was a difficult position to be in trying to run a meeting when I didn't have documentation, but it wasn't the Staffs problem, it was mIne. Anyway, let's move had a couple of questions for Bob about the project. These are- on the north side of the proposed building there is an eight-foot setback. Is that the setback for that area of Palo Alto? Mr. Peterson: Yes, it is. Chair Bower: Okay, it's eight feet and not six feet. Mr. Peterson: Correct. Chair Bower: So, in looking at the plans, it looks like we have some significant stucco . texture, but I can't quite· figure it out. Did you -in our last meeting, we had asked for some sample boards that would show us textures and stuff. Did we get that? Mr. Peterson: Yes, it was delivered to the City. Chair Bower: Okay, it looks like -I mean, this is your stucco? Mr. Peterson: That's correct. Chair Bower: And so it's going to be smooth, I mean effectively this is like a smooth surface. City of Palo Alto HRB -October 6,2010 Page 13 Mr. Peterson: It would be a sand texture. It's actually a sand, like a sand dash, so it is not troweled. Chair Bower: I'm interested in the selection of the zinc shingles. You know, when I was driving, and I was up over in the neighborhood yesterday looking at the houses surrounding this property, and there's a significant red tile roof motif there. How does/is this compatible? How is a zinc shingle compatible with the sort of surrounding buildings? Mr. Peterson: Well, what we felt, and the Historic Architect also felt, we're not trying to simulate any particular style here. We just want something that has some of the character, and zinc is one of those materials that does look a little -it's very subtle, but it's a little splotchy, so it looks aged, and so it's an ideal material for that, and that's why we wanted integral color stucco. It has the same sense of an aged material, so the house doesn't come on as new and bright and out there. It's very quiet and settles back. So it's a lightweight material, it's fireproof, long-lasting, and it has those qualities, much of them like tile except tile is not lightweight and it has a particular character to it. This District has all kinds of different buildings, obviously. Chair Bower: There is substantial landscaping screening right now, and as a contractor I look at the project and I look at the screening and wonder how that survives, and then that leads me to think about how this house would appear if it didn't have this screening. I mean, of course, it could come back. In your pictUre, on page I-A, from the Waverly Street perspective, half of the house is exposed, and that is the side of the house that has that ten-foot hedge. I imagine -I mean, it's the intent to try and save as much of that as possible, is that correct? Mr. Peterson: Absolutely, and to enhance it. As you can see, on that one view in the photo montage, you see the City's electrical boxes out there. Unfortunately, they're in the right-of-way, so we can't hide them, but the hedge is going to come around and completely screen the house there. Chair Bower: Right, and on page 2-A, when you are viewing the house from the Lincoln Street side, it's actually totally obscured, the first floor. I guess my question here is, when I imagine and look at the elevations of the house without landscaping, the roofline has considerable sort of cut up quality to it. One of the EIR comments from the Consultants was that those be smoothed out and eliminated, or at least nlodified so that there was less of a choppy look. I know this is a revision from what we saw last, to some extent, but I don't see much of that. Mr. Peterson: Well, we really have been working on that, and we've simplified it quite a bit from where/when he did his last comments on that, and we're highly motivated (for energy reasons) to protect the glass and heat gain with the windows and that seems like the most integrative way to do that. City of Palo Alto HRB -October 6, 2010 Page 14 Chair Bower: Right, 110, I'm having -oh, you're talking about having overhangs and reducing the distance between the top of the windows and the roof by having the roofat different levels to meet the window, is that what you're talking about? Mr. Peterson: Well, there's a trade-off. I mean, we're trying to keep that as simple as possible and it is a reflection of the plan itself, obviously. Chair Bower: Right, I don't actually see that the roof is simple, and I may be looking at it as a contractor and not as an architect, but that's not a simple roof, so. Mr. Peterson: Well, I have to tell you, my father-in-law who was a contractor, said the only building to build is a square building. The fewer comers you have, the better off you are. So we are somewhere between that. Chair Bower: I'm not in that school of thought, but anybody? Thank you, that's all the questions I have. Anybody else have any questions for the Applicant? Chair Kohler: Just a modest technical question. The media room in the basement doesn't really have natural light except from the stairwell, is that -are you going to get that for the Code? It says that the media room/rec room, down at the bottom of the stairs, there's not real- Mr. Peterson: It has light coming down through the stairwell itself. Boardmember Kohler: Good luck. That's a Mr. Peterson: Well, fortunately, a media room Boardmember Kohler: But as long as it's got habitable space and things like that, it's going to have to have natural light, and whether or not this current regime in the building department will allow you to do that, I just think - Mr. Peterson: Yeah, we WIll meet those light requirements. Boardmember Kohler: Otherwise, you have to take it all out and - Mr. Peterson: We're really constrained there by getting light wells. You're not allowed to have them in the front setback. Boardmember Kohler: I guess the last thing I have is to follow up on the roof materials, as well. I mean, the house is not a very simple-looking home. It's got a lot of things going on, and then the fact that the zinc roof, which is how many houses in Palo Alto have that? I would guess five, ten- Mr. Peterson: There's not many, but it is a really quiet soft material. City of Palo Alto HRB -October 6,2010 Page 15 Boardmember Kohler: It's a great roof, but I just -when I look at the pictures you've provided, almost all the homes around you are all tile. The house that you're tearing down is tile, and now we're putting in a roof -a house that is very modem, and then the roof is also very unusual. So I think if -I don't know what to say, but I just -if the house was a tile roof, it would probably blend right in and no one would even know it was a new home, but once it's got that roof on there, it's kind of a signal that this is a new home, and I think we'll have to talk about, with the Board here, I'n1 not quite sure how we were supposed to have approached this. . Mr. Peterson: Well, let me make another comment about that. The character that the zinc gives is very much like a shingled roof. It turns almost like the same color. It's very simple. It is a triangular-shaped fairly large shingle, and it's traditional of course all over Europe and many older cities. Chair Bower: So it looks something like slate? Mr. Peterson: Yes, that's right. Boardmember Kohler: I was thinking of a different zinc roof. That helps a little bit, yeah, thanks. Chair Bower: Pat, any comments? Not required. Boardmember DiCicco: My comment, again, I guess would be more of confusion. On that Board that we just saw, is that actually a piece of the zinc? Mr. Peterson: That's cortect. Boardmember DiCicco: Only, you say it's a large -what's large? Mr. Peterson: They're about 18 inches square, the shingles. Boardn1ember DiCicco: And they weather into a different color? That is the color it's going to be. Mr. Peterson: No, they -that is the natural color of zinc and it does tend to take a little bit of mottling over years, but it won't change significantly from what you see there. It's fairly uniform color now, but with rain and other things it becomes slightly mottled. Boardmember DiCicco: Well, my only other comment is that it, to me, all of the colors on the building and the roof appear to be quite in contrast with a lot of the existing buildings in Professorville, as you have said, and also the roof is a different material. And, absent mature landscaping, the building would really stand out as not exactly contributing to Professorville. City of Palo Alto HRB -October 6, 2010 Page 16 Mr. Peterson: Well, I think the texture and color of the stucco really will be very soft and nonconlpetitive to anything around. You can look at the photo montages to see there are salmon-colored, and white and yellow and all many -and then there's painted shingles just a couple of houses away, so there's a terrific variety down there now. We're trying to kind of fit in with all of those. Chair Bower: And of course we're looking at all these colors and then ten years -it will be less than ten years if you're using integral color and you don't pain that stucco because then Mr. Peterson: You never have to paint it. Chair Bower: Well, you know, you and I have worked in this business a long time. I've seen a lot of houses around Palo Alto that started out integral color and then ended up growing moss on them because the stucco doesn't shed the water; it absorbs it, but you could -nonetheless, you can still paint it, and it could be a salmon building. Mr. Peterson: You could paint it. My own house is 20 years old, integral color is just like it was in the beginning, slightly mottled, but - Chair Bower: No moss growing. Mr: Peterson: No, fortunately. Chair Bower: Okay, if there are no other comments, I think I'd like to move on to the next phase of this and hear from the public. There are five people who want to speak. Again, I'd like to limit conlments to the Demolition Delay and the compatibility of the new building to the District. PUBLIC COMMENT Ms. Nancy Clark: My name is Nancy Clark. I live at 225 Addison, and that's in Professorville. First of all, I'd like to thank you for your services here today and what you're doing for the community. It's appreciated. I just want to state my support for the project. I don't -I walk by that house on 405 Lincoln almost every day, sometimes twice with my dog. I don't think that the existing structure adds anything to the neighborhood. I'm fully in support of these people, and I'm disappointed about the amount of time and money they've h~d to spend for the project, as I am sure you all are as well. With that, I appreciate, again, paying close attention to the details and the lack of historical significance for the current home. Thank you. Mr. Jason Trindade: Jason Trindade from 409 Lincoln, and like you, I am very frustrated with the process that's going on here. I feel that we were hit late in the situation with our ability to make any suggestions on what was going to happen. Now, I think this is being viewed in a vacuum, and as Julie has stated, there has only been one demolition in the main area since 1993. So this is a big deal. It sets a large precedent and the precedent City of Palo Alto HRB -October 6,2010 Page 17 that's being set here really needs to be understood in terms of, first, removing a single- story house and replacing it with a multi-story house. This is an historic district, but that is one of the issues. Secondly, it's that if you can demolish in an area where everybody else had to pay a lot of money and go through Planning and not even be able to move their driveway, you're applying the wrong standard. And so the standard which used to apply to, say, a modification, me coming up here and saying may I move the front of my house forward three feet, has been thrown away. So the precedent set by a demolition decision here really has far-reaching and negative impacts to any preservation attempts in this District. I mean, you're not talking about a single thing on the secondary overlay. You're talking about a property that was in the initial historic circuit, a property that was then confirmed within the secondary overlay. So, you know, I'm really disappointed about the way that this procedure has gone. We have some/our concerns as neighbors because we live right next door. You know we bought the house, it's in a Historic District, and we had to go by the rules that everyone else had to follow. We paid hundreds of thousands of dollars in doing our roof. As we have heard, roofing is a big topic here. We had to put the same tiles right back on. We rebuilt our chimney, saved all the bricks, reused everything that we could, and our house was built by the same architect as their house was built by. So to change the rules and make it so that you can demolish a house, but you can't modify a house, because that's what the decision here for demolition would do, it seems very, very erroneous to me. I have a question here. It seems that the idea that the Demolition Delay be shortened is being represented in terms of credit for tinle served. We all sympathize that this has taken a long time, but as the Council has stated before, they weren't approached in the beginning about this, and the sign in front of the property, it says Contact Kathy Morris. It's the same one that's been there for three years. It hasn't -or two years. It hasn't changed. It never says when there's a meeting. You know, the members of the public walk by, and that's what they see. So, you know, I think that we need to accept the fact that Demolition Delays occur and exist so that when there's an error, or when there is a procedural issue that should have been raised and was not raised, it may be raised appropriately in court before the house is gone. Our consideration here is that the house should be able to be rebuilt on the spot. If you take away, and you can't rebuild it, and as architects you know pretty well that, hey, look at the interior. It's not made out of sheetrock; it's lath and plaster. Look at the exterior, you know. It's not going to be rebuilt with old wood. It's not the sanle type of building. This just -accept (if we're going to do this) that, first, that house being more historically relevant than our house, and replacement of it causing a significant impact in both our property value because we have a private backyard, a private swimming pool. Now, having windows over it, that's unacceptable to us. You know, necessitates in our ' replacement of our structure. We have to make significant modifications to our home, City of Palo Alto Pagel8 HRB -October 6, 2010 which is historic, and there's really no way that we can come up here and say, oh, well, we'll accept the no nlodification judgment here because we'd just have to point at that house. Look, you knocked it down. It was more historic than ours. Look, it was built by the same architect, and then you know we have an -1 mean, lots of people here are mUltiple homeowners, you know, some people at Eichlers, and we could extend this, have areas where they don't pennit a building next to it or you know it's never allowed. Well, hey, look, you took one of the historic buildings, obviously 20 years older, it's not a tract home, you knocked if down. Where there was a single-story home, you built a two-story home. There doesn't seem to be a side view from our property to that property, and I'd really like to see that. You know, it doesn't show how the windows affect ours and how our property affects that property. You know windows in a closet. A closet doesn't need windows. A room that you dwell in needs windows, and it needs light, not necessarily windows. There're things that could be addressed by light wells, which haven't been addressed. 1 have no desire to see this procedure go on longer and longer, but 1 think it should have been stopped in the beginning, and if it wasn't stopped in the beginning, then it should have been looked at in tenns of something which mitigates the impact on the environment around it, and when you look at what's going to happen, and it's unfortunate that this is a single-story structure here, because if it wasn't it would change the entire dialogue. You wouldn't set a precedent which would make it so that the alterations and the significant materials impacts to the neighboring houses would be available as a reason or justification for anybody coming before you to say we get to do what we want, but that's really what will happen here. 1 mean, what's the relevance of Historic Review when you've gone and taken one of the more historic homes, on a block where other people who have just secondary overlay homes and not contributing structures, and are subjects to guidelines for modifications, and say hey it's gone, it's demolished. Chair Bower: You're over five minutes; can you summarize for us? Mr. Trindade: 1 am -okay, it's my opinion that the precedent that would be set by this, and the direct impacts on our home, are such that they are too broad-reaching to be pennissible, that this Board and the governing body of the City have been placed here with our trust, and we have paid taxes to do/for Historic Preservation. We pay hundreds of thousands of dollars for it. The wrong standard of scrutiny has been applied to this project. This should have been scrutinized and the only substantial issue is denl0lition here. It really should have not gone through this EIR process. It should have been, can we demolish this house? What happens if we demolish this house? And what happens to the District? 1 think that making anything other than a No Demolition move, at this point in time due to the procedure, is erroneous. So 1 really would think that, if you consider a Demolition Delay, you have to understand the legal ramifications of this, meaning that you can't give credit for time served. That's unacceptable. Thank you. City of Palo Alto HRB -October 6, 2010 Page 19 Chair Bower: I neglected to say earlier, there is a five-minute limit so we can get through. We have several people here today so we'll impose that. Ms. Carmo Trindade: I'm Carmo Trindade, and I don't think you need worry; I have only two minutes, or three minutes, so I think you will be pleased with that. I have two points. Number one is, I think there is frustration from all of you here that I've seen, and a whole lot of other people, with the process but you just kicked the ball down the road. You see, that's the point of what's happening most of the time. As I forget, one of you said here that there should have been consultation with the Historic Resource Board all through, and then the excuse that they waited three years, but that's not your fault, and that's not my fault, the neighbors. The fault is that, in fact, you don't go and look for a house in a historic neighborhood and don't expect any delay any expenditure to be undertaken because when you hear -I see that somehow made it the victim, and you see it that we have spent $500,000, or whatever, to date. Well, I've spent far more than that in trying to keep it the historic portion of that and, doubtless, most of my neighbors have done so. Now, the other point that I may want to make is that we talked last time, just the last meeting about interaction with the neighborhood. My then neighbor next door, one said that they hadn't been approached at all and talked with and we, ourselves, were approached about a year after the house was bought, with the intention to demolish it. I mean, this is not just -and you were not the only ones that -you are not the only ones who were not informed over the three-year period. We were not informed for 1-112 years, and the only people it seems were informed were the Staff and the Applicants and the Applicant, and when we went to see the things, many things were not available. So I don't think this process has been done at all well, even though it maybe the first time, as Julie said, the first time that this has happened because of this thing. It doesn't matter damn, first time. We should not suffer because that is the first time that the City has got this thing here. I think the job of the Historic Resources Board is not to worry about mitigations that may be there, because they think that there is a three-year delay or the $500,000 output on this type of thing. I don't think this is the thing that could be considered at all. I think what one has to consider is, is this historic house that has been put in the Register, and does it fit in or whatever else that it is that we put there? Fit in with the rest of the aesthetic part of that neighborhood? You walk in and you see a whole comer which is the same type of construction, and you're going to see a very different thing in that comer. That's my point that I think the aesthetics are going to be affected. And, all the more, the City has to make a decision, are they going to have historic neighborhoods, or not? Because if you are going to have an historic neighborhood, then you don't destroy it because I can assure you, if 405 is demolished, I will want a permit the next year or the year after to change my house completely. And there will be nothing to stand on that you can't do this because that house is far more -the 405 is far more City of Palo Alto Page 20 HRB -October 6,2010 historic than mine. It was in the primary district. So I just want to point out that the City and the Historic Board, you all have to make a decision. You can't kick the ball down the road and say the Council will decide. What is your decision for the Council? Otherwise why would you need a vote of the Historic Resources Board? You don't need it. Forget it. Just go straight to the Council. I mean, I heard the frustration from you, and you and you. Everybody here, that I see the frustration, but no decision is made. You don't say that we are a Historic Resource Board, this is what our decision is. I'm expecting that you will do that. Thank you very much. Ms. Grace Hinton: Good morning. I'm Grace Hinton representing Palo Alto Stanford Heritage. We sent a letter to Claire Campbell on Septenlber the 9th, which is the day that the Public Comments period closed. So this should have been in your packet, but I don't believe it was. Because you haven't had time to read it, I'd like to use my five minutes to read this letter. This is regarding the Environmental Impact Report for 405 Lincoln Avenue. This is signed by our President, Scott Smithwick, but he is not here today. Dear Claire: On behalf of PAST Heritage, I'm writing to comment on the Environmental Impact Report for 405 Lincoln. The EIR finds that Hthe proposed demolition of the structure does not equate to the demolition of the District and will not materially alter in an adverse manner those characteristics that justify the District's inclusion in the National Register of Historic Places, California Register of Historic Resources or City of Palo Alto Resources Inventory," and this is the EIR, Section 4.3.5, Impacts and Mitigations, Impact 4.1. The EIR justifies this finding by citing Valley Advocates versus the City of Fresno, and this is a quote, HThe Court of Appeals has also found that just because a building is identified in a Historic District, it is not a mandatory Historical Resource for purposes of CEQA." However, the EIR doesn't seem to follow through with the Court of Appeals Decision in this case. The question seems to be whether the determination of the significance of the resource is mandatory, presumptive or discretionary. In their 2008 Land Use Alert, titled CEQA Lead Agency has discretion to determine whether a building is a significant Historic Resource, the attorneys, Barbara Schussman and Stephen Kostka, report the following, HThe Court of Appeal ruled that when the Fresno City Council decided the project was exempt, it was misinformed as to the discretion it had to find the building was a significant Historic Resource. The Court then explained how the initial determination, whether a resource is a significant Historical Resource, should be made depending on which of the following three categories applies. Mandatory: A lead agency must find a resource is a significant Historical Resource if it has been listed on, or determined City of Palo Alto HRB October 6,2010 Page 21 eligible for, listing on the California Register of Historic Resources. The Court explained that it is only an official determination by the State Historical Resources Commission that triggers this mandatory determination. The second category is Presumptive: A lead agency must presume a resource is a significant Historical Resource if it has been listed on a local register or included in a local survey that meets specified criteria unless the preponderance of evidence demonstrates otherwise. Discretionary: A lead agency may determine that a resource is a significant Historical Resource if it does not fit within the mandatory or presumptive categories as long as the determination is supported by substantial evidence in the record. When such a determination is made, the criteria to be applied are the criteria for listing on the California Register of Historical Resources. " This EIR implies that his resource falls into the discretionary category. We would argue that it falls into the presumptive category due to its listing an Historic Inventory as a contributing building. The letter P on its listing sheet denotes its status as contributing to Professorville. It is a Usignificant building according to Palo Alto Municipal Ordinance Section 16.49 under definition of significance. USignificant building means any building, group of buildings or site categorized on an Historic Inventory as number one or number two and all structures within Historic Districts." This is Ordinance 37.21.1986, thus the Ordinance, itself, the Ordinance, I might point out of a certified local government has recognized for over 25 years, the significance of structures within Historic Districts. The house, itself, has been recognized as a contributing structure to the District for 30 years. Some of have argued that 405 Lincoln sits at the edge of th~ District and is therefore expendable. However, the original District, as defined by Beech & Begozian, of Historical and Environmental Consultants, in 1980, and using methodologies approved by the City and State, deliberately included this structure. It maintains its integrity and contributes to the unity of the Historic District itself The foundation of an Historic District is the system of relationships among contributing buildings, grand and not so grand. We believe that the premise of this EIR was incorrect. That is to say that it focused not on the impacts of demolition to the Historic Resource and the Historic District it belongs to, but rather on the compatibility of the replacement house. As was mentioned several times during the Public Comments at the September 1st, 2010 HRB meeting, the question of how many contributing structures can be demolished without compromising the integrity of the District as a whole was never answered in this EIR. We believe that the next step in this process requires a reformulation of the EIR to include impacts that the proposed demolition has on the District itself Failing that, we believe that the demolition of this resource requires a Statement of Overriding Considerations by the City Council to provide the public with specific reasons why the benefit of this proposed project outweighs the adverse effects. City of Palo Alto HRB -October 6, 2010 Page 22 We would also like to register protest that the Public Comment period on the EIR does not extend to the Public Hearing in which the EIR would be discussed. " This is signed, "Sincerely Yours, Scott Smithwick, President, PAST Heritage. " Chair Bower: Thank you, Grace. I appreciate you reading that since we didn't have time to read it ourselves. Ms. Beth Bunnenberg: Beth Bunnenberg, 2351 Ramona Street, Palo Alto, and I'm speaking today as an individual. In your consideration of the Demolition Delay for 405 Lincoln, there are two remaining central questions that have come up during discussion. Please remember that the Applicant and the City have been working on this for a very long time, but the public did not have a clue about the facts that were to be presented in the DEIR until a little over a month ago. The first question emerging is, is this house historic? And I would again call attention to the Municipal Code, Historic Preservation Chapter, 16.49. Very important language exists there about Historic Districts, and the definitions section which is .020C, the statement included is, "The collective value of an Historic District taken together may be greater than the value of each individual building," and then as stated previously, "All structures cited within the Historic District are categorized as significant on the inventory. " And, again, the other definition is of significant building, which means a building or site categorized as one or two, and all historic structures within the Historic District. This certainly sounds like it applies to 405 Lincoln. The City Council needs to be informed of these provisions and I would again remind you that demolition is a very final act. Demolition can not be mitigated. The second question is, what would be the impact on Professorville National Historic Register District of one or more demolitions? This moves into that area of cumulative impacts. There are cumulative impacts that have been going for years. Thank you, Julie, for the report on some of the figures, but just to call attention to a few more things. In the Dames & Moore Study Phase 2, 1999, there were 200 listed addresses, 50 were noncontributing. Looking at those noncontributors, there were nine (9) demolitions producing eight (8) new houses, and one went for a garden. One (1) house was lost by fire. We're painfully aware that that becomes a possibility. Seven (7) houses that were built in the early 1990s lost integrity and became noncontributors. There were 13 new houses built on shared or subdivided lots. So 30 noncontributors were created during that period, from 1978 to 1999. We don't have statistics from 1999 to 2010 in terms of how many houses have lost integrity over this period of time, through denl0lition, loss of integrity, natural disasters. We don't have full information there. City of Palo Alto HRB October 6,2010 Page 23 Therefore, in view of the need to reevaluate and properly apply the definitions of the Municipal Code 16.49.020, showing that all structures in a District are significant, and we need a survey of the impacts of Professorville demolition, loss of integrity and so forth. Therefore, I respectfully request that the HRB recommend to the Council the 60- day or more Demolition Delay as provided in our Ordinance, but the Council needs and deserves full information on these complex issues. Thank you. Ms. Barbara Wallace: Good morning, Barbara Wallace, 356 Lincoln. I appreciated very much that -thorough investigation of the Municipal Code. That's something I don'tlhaven't had access to or haven't taken the trouble to find out and, although I know your powers are advisory and limited to persuasion basically, I hope you will consider rejecting the Staff recommendation to advise no further delay in the demolition process. We know, it's true, it's been lengthy, and it's been more than a little inconvenient to the public, the City, the Staff, the HRB and of course the owners who expected little difficulty in obtaining a demolition permit. There is pressure to accept the Staff recommendation. It's written there in the recommendation, but I'd like to point out inadequacies in the DEIR which I believe incorrectly minimizes the loss to the District of this contributing structure and since my comments, too, from September 1 i h (the last day of the extended period) were apparently not in your packet. I was told they were not. They were sent to the Planning Department that day. I feel somewhat justified in referring back to the DEIR. The DEIR claims that the loss would not represent a significant irreversible environmental change, yet the National Register considers the District to be a unified entity. I don't see how removing a contributing building can be anything but a significant irreversible environn1ental change. You may wish to consider that. The DEIR dismisses t~e effect of cumulative impacts on the District when it indicates that, because there are no concurrent applications for development or demolition, the CEQA definition of cumulative impacts doesn't apply. That definition refers to two or more individually effect, which when considered together are considerable, or which compound or increase other impacts. Now, I ask you to consider-that, though the demolitions in the District, have been spaced out, in the immediate area in the early to mid 1990s, the houses at 1110 Waverly and then 1106 Bryant were demolitions and more recently the house at 364 Kingsley, which is cited by Staff as a precedent for suspending the delay now at this point. These demolitions have had obvious and adverse effects on the integrity of the Historic District as it was originally described. And I have one last point. As I read it, the house is deemed insignificant to the District, partly because it represents a later architectural style. We know that from the beginning of the University Park Subdivision that block, known as Shepherds Fields, that was the block bounded by Waverly, Lincoln, Cowper, Addison, and it remained undeveloped, at least partly because the owners hoped the City would acquire it for uses of park site, but City of Palo Alto HRB October 6, 201 0 Page 24 in 1919, or 1920, the voters rejected that idea, or at least they rejected the cost, which 1 think was somewhere between $10,000 and $14,000, and then in late 1920 the lots went on the market. Robert Duryea bought more than one lot. His design of 405 Lincoln, in the newer style just beginning to be seen in Palo Alto, was known to influence the slightly later intact Spanish Eclectic houses on Waverly and Lincoln, of which the Trindade house is one. To diminish its importance to the District, because it varies from the houses of the generation earlier, seems to violate the notion of a District as a unified entity. And one last thing that has puzzled me from the beginning. 1 read in the DEIR that the house had been advertised for sale to be relocated to a replacement site. 1 just would like to know where those advertisements were. 1 never saw them, and several neighbors whom I've spoken with, had no notion that was being done. 1 think that's a significant omission from the general discussion. Thank you. Ms. Joyce McClure: Hello, my name is Joyce McClure. 1 live at 1005 Bryant. 1 was also -I also gave comments at the last meeting and 1 know some of you were not here then. 1 know Roger wasn't here, and 1 just want to remind you that there were a lot of people here from Professorville standing up in opposition to the demolition of this home. 1 have lived primarily in this District for about 35 years, and when 1 moved in and most people still believe that these homes are protected, and as the City Staff person has said, well, they're not. Anything can be demolished, and that's what the Historic Resources Board, 1 feel by their name and by how they're presented to the community, should be working to preserve this. As 1 have heard you talk about feeling sorry for the owners who have had to wait three years, 1 think you really need to be addressing and thinking about the Professorville community, people who live here, people who have spent hundreds and hundreds of thousands of dollars preserving their homes and 1 do believe that this honle is a particularly poor example of a home that will erode the integrity of the District. This is a beloved home. This has been owned, as 1 believe, by one family until this couple bought it, and it is especially beloved because of the family who lived there, because of it being hand--built by the owner, and because of the significance of the family in many, many ways who lived here. 1 would really like to see this Board address what's happening in Professorville, and 1 would like to see them make a recommendation to Council that we look into something that preserves these homes because, while they may have spent $300,000, my home will be eroded by much more if modem homes are put in there. Now, 1 formerly lived at 329 Lincoln and was subjected to about 12 years of construction, and as one of the letters in the packet, 1 think of the next door neighbor, talks about the loss of privacy. 1 live next door to the Sun Bonn~t House, and the same thing happened to me in that house. There were windows built. The entire orientation of City of Palo Alto Page 25 HRB -October 6, 2010 how they entered changed, and it completely destroyed my privacy there, and that and the Wing House, which also has had two or three years of construction -or, of course, I had the opportunity to buy a very historical house which I love, and I treasure, but most of the people in that neighborhood, it's very important to them that it be an Historic Neighborhood, and I don't see any reason why someone would come in and buy a home in an Historic Neighborhood and expect to be able to demolish it. They said they've done research on the home and on the individuals. It is a treasured home, and I really feel that, as I've seen happen, these different precedents are taking place and people feel that if this happens that they'll be able to do it as well. Now, I know most of you are architects, or contractors, and I wish there were more preservationists on this Board, but people who have bought into that neighborhood and into expensive homes treasure it. I just hope -my expectation is that this Board should be protecting and preserving this neighborhood. Thank you. Chair Bower: Thank you 'for your comments, all of you. I think I'd like to close the Public Comment portion now. We have no more, no additional people who would like to speak. Wauld you like to make any final statements? The Applicant has an opportunity to respond. It's. not required. Mr. Akin: I don't know whether it makes sense to reopen so many of these issues that have been discussed previously on the EIR. I'll make a few brief comments, and mostly refer you to the material that you already have, which I think covers most of this ground already. The comments from Grace considering the letter from Scott Smithwick, this is one of the areas where I know very well that I'm not qualified to respond and I have talked to our attorney about it, and Gary I presume you know what's being referred to there. So I defer to the experts on that question. There is frequent use of the word "significant" and "historic" in many of these comments, and one of the things that I've learned the hard way throughout this entire process is that you have to approach these words with great care, that the level of significance is an important concept throughout CEQA and also throughout this process. To say that -in many cases, to say that a resource is significant means only that you are required to go through the CEQA review process for a number of actions that might be performed on the resource. It's the job of the EIR to determine whether those actions actually have a significant adverse impact on either that structure as an individual resource or on the District. It's not a simple matter, and I wish I could offer you clarity on that, but all I can do is just try and work through the process. City of Palo Alto HRB -October 6, 2010 Page 26 Let me see, what else is of importance here that hasn't already been covered? Brief actual correction, we did not buy the house from the Duryea family. There were intermediate owners, so just a small factual correction there. And I think my wife points out that we should make it clear that we have been in touch with Eve Debonna's daughters, for several years, so they are aware all of this is going on. I think everything else has been covered, concerning the EIR, has been covered adequately in the other material that you have, so we won't go into that further. One other brief comment, Boardmember Kohler, you asked about Arnold Mammaella Arnold was participating in the discussions with Bob Peterson and Michael Garavaglia and the other Staff members. So his comments have been noted at least several times during the process. You know, we did talk about preliminary study sessions with the HRB, and I think the issue was that the EIR process was so new and so ill-defined at the time that it was unclear exactly when we could get you involved. Beyond that, I simply don't know. I'd have to ask Staff what the reasoning was for each of the steps in the process. As a final general comment, there are always going to be differences of opinion in nlatters this difficult, and those are driven not only by people's values but also by our understanding of the facts of the situation and the facts of the law. Everyone, I believe, will agree that this is an unfortunate situation and we all wish that it had never played out this way, but what we have to resolve this kind of difficult question is the processes that are defined by the law and the policies of the City. Difficult as it is, we're trying to work through those to a conclusion and all I can ask is that you help us do that, just to work through the process, and we'll accept the outcome at the end. If you have any further questions, I'll be happy to answer. Thank you. Chair Bower: Thank you for your contribution. All right, I think we'll now close the Public Hearing on the Demolition Delay and the compatibility issues. Roger was just asking me to have the Staff summarize what we're supposed to do here, but I think I would like to try to formulate that, and then you can -the Staff can comment on it if I've missed something. So we have three issues we need to address. We need to, as a Board, address the Draft Environmental Impact Report which is now finalized. We need to address the Demolition Delay issue, and we need to address the compatibility issue, and the Board in making Motions and Recommendations for the City Council to act on can add and embellish, maybe is not the right word, but upon all the documents and all of the comments that have been made before us today. Is that correct? I mean, is that basically the City of Palo Alto HRB -October 6,2010 Page 27 Mr. Baum: I would agree, fundamentally, the way you described it as there are the three pieces: the Draft EIR, the Demo Delay al}d the compatibility issue. The Draft EIR is still a Draft EIR. It's not final. That's why we're looking for your guidance. Chair Bower: Right, so it's not complete. All right, so I guess this is the point when we, as Boardmembers, can discuss these three items. Let's, and I don't have a preference on how we approach them, but I suggest that we take them one at a time and make a recommendations to the City Council first about the EIR, then about the Demolition Delay and finally about the compatibility of the house. So, who would like to begin? Boardmember Bernstein: On the· DEIR, Draft Environmental Impact Report, just I assume then, is it correct then that the publics' comments will be included then in the final EIR? Mr. Wagstaff: That is correct, including some of the letters that were referenced in the comments today that were not in your packet. Apparently, the only letters that were included in your packet were letters that were directly addressed to the Board. A1lletters that were received within the Public Review Period on the Draft EIR will be included in the packet, including the ones that were mentioned today, with written responses to all of the comments therein, and also any associated changes to the EIR itself will be made to incorporate the information in those letters has been verified. Boardmember Kohler: On the Draft EIR, I'm not sure what to say. I tried to read all of it. I'm not sure I got everything. I found on page 6-10, I think that's the page, is that how it works? It's in the middle, I think, almost in the middle. They aren't numbered sequentially, I guess. It's four -I guess they go by sections, so section 6, page 10. It has a comment here that I'm not sure. I don't know in context how this -it's right in kind of the middle of page where there are architect drawings -no, it's right after the drawings. Yeah, okay, Item number -well, there's a few things that I don't quite understand. These statements -let me go back where 6 begins to -I was trying to understand -I guess we're talking about alternative methodology and this is -these alternatives on section 6 were written out by the Draft EIR person, is that how this came about? Okay. He's talking about alternatives and -well, there's -in the middle there it says section 6, which is about a little more than a third way tprough. Mr. Wagstaff: Member Kohler, may I explain section 6 a little bit, give a little preface to your comments? Under CEQA one of the content requirements, the EIR content requirements, is to identify alternatives to the proj ect that mayor may not meet the project objectives, but will reduce and mitigate the impacts of the project. The alternative that you're referring to on that page is a so-called Replacement Design Alternative that, in cooperation with the EIR authors, the Applicant's architect prepared a City of Palo Alto HRB -October 6, 2010 Page 28 replacement design that was formulated to the extent possible to meet the program objectives. It's explained what objectives were met, what objectives could not be met with the replacement design and then this -then there is an evaluation of the comparative impacts of the replacement design. So this is a design -this is an alternative that retains the current structure but modifies the existing structure to the extent possible to meet the program objectives, and some of the objectives are met, many of the objectives of the Applicant are not, with respect to space, family requirements and so forth. Boardmember Kohler: Okay, well it's -well, the first comment on that page says the expansion of the existing one-story main residential structure would be limited to the maximal allowable lot coverage available for the residential expansion as listed in total. That's wrong, so that statement is not correct. The maximal allowable lot coverage for a one-story home is the maximum Hoor area allowed, so if you're allowed 3600 square feet of floor area, you're allowed to do 3600 square feet on a one-story house. That's the change that came through the IR review and we've utilized that and there's a home underway, and another one underway that is; I know that for a fact. So that's a wrong -,statement. It said the expansion -the maximums would be limited to the maximal amount of Hoor area expansion. That's true. For this two-story expansion, you're then limited to the maximum floor area. So the idea here was to encourage one-story homes versus two- story homes, so to encourage one-story homes they said, they said, let's give -jt was always a detriment. You went to two-story homes, you could get more square feet. So to create the encouragement to do one-story homes, they now a one-story home can do the maximal floor area. We have. one on Kelly Way that's about to start and another one on Carmel Drive which is going to go in for pem1it. Those are both one-story homes up to the maximum floor area. The one on Kelly Way has just been approved, so I know that for sure. So this item number two is also true. Item number three, the Applicant's architect has stated that construction of a new basement beneath and associated size may retrofit the existing resident would be very costly and therefore a conceptual outline of a new basement component under this alternative be limited primarily to the footprint of the new above-ground story. Sure, it's -it mayor may not be more costly. There's a house two blocks away at 1128 Webster. If you go by, it's apparently (and depending on who you talk to) the oldest home in Palo Alto. It was moved from its original location around the comer. It's now at 1128. If you go by it, it's -well, for awhile it was just up on pillars and there's a new basement being installed under it, and a new addition out the back. So my thought, when I looked at the plan of the existing house was, and then the comment was made, you cannot do a basement under the courtyard. Well, technically, that's true. If we did some porches there, you can do that, but considering this is an old City of Palo Alto HRB October 6,2010 Page 29 home, an historic home in an Historic District, if the owner had kept most of this house and did a basement under the entire home, my guess is that we could have gotten a Variance or a Honle Improvement Exception to allow the basement to go under that courtyard to encourage keeping the structure and utilizing the basement for more square feet. The other option would have been to allow you to do that and make some second floor additions and maybe not do the addition at the back. So I think it's just outright dismissive as being too costly is not really true because there is a home at 2160 Bryant that had totally jacked up the home and went through Garavaglia revieyv and it sold recently and the new owner is doing another addition out the back, so it's -and we did one at 1052 Bryant, and we did one at -David and I did one at 1128 Emerson -29, that's right, Emerson, and 1128 was an addition I did, and well I did the one at -well, anyway, never mind. So it's not uncommon. It's becoming more common because more people are deciding that they like the look of the older home. So I sort of have to agree with these three comments but I'm just not sure that those are correct, on page 6-10, and they just aren't based on reality and, in fact, some contractors will say that they think it's less expensive because they do have to rework the older home, but in fact -and it's more green. You're reusing the wood, it's beingrecyc1ed. It's one of the best ways to go. Then it says, on Table 6, when the maximal allowable -the next floor' $ loss gross of floor area expansion total based on existing zoning would be 1900 square feet, theoretical floor area, so I guess that's right, if you added that up, plus the 1400 square foot basement. Well, that's assuming you don't do a basement under the old house, so that's not exactly right either. The practical floor area expansion, so I don't know. "I just -so my feeling is, I think that the new home is, in general, probably not exactly very compatible. It's-I think the roofing material is a big/relatively large negative. If the new house had a tile roof it would blend in slightly more with the rest of the neighbors. There's a house at the comer of Seal and Cowper, which we did many years ago, and they imported used tile for the top row of tile, and many people think it's a very old home. It's not, and the house across the street is called the Box on the Box. That's the- it looks like two storage units apartments stacked on top of each other, which was approved through the IR, but Arnold did not approve it and Staff has admitted that's a big mistake, so things happen all over town. As a Board, we are limited as to what we can do today. The Zoning Ordinance, and the Ordinance as set up, allows homes to be demolished in this neighborhood. I don't agree with it, but that's the way the rules are stated, and there is an up to. a one-year delay in construction. There's a -since I've been on the Board, we've done three homes that I know of that were delayed a year and then tom down and rebuilt, and all of those you probably would not be able to tell they were new homes because they remain traditional style homes. City of Palo Alto HRB -October 6, 2010 Page 30 One is shingle and one is -anyway, so as a Board we're somewhat limited by the Zoning Ordinances. We can't arbitrarily change the Ordinances. 1 think the City Attorney would agree. So 1 guess today's decision is as to whether or not to impose -in this section, we're talking about the EIR and then eventually -so eventually we have to -right now, the EIR -I didn't. 1 tried to read all of it, but this -that one page was the ones 1 had objections to, so that's all my comments on that. Chair Bower: I'd like to -I'm sorry, would you like to make a c01TIJ.11ent. Mr. W agstaff: Yes, 1 just wanted to respond. 1 can only say that those data were prepared by professional architects and peer reviewed by professional architects, with respect to the arithmetic and so forth. 1 should point out that, regardless of those evaluations and whether the arithmetic is or is not accurate, the conclusion is that the replacement alternative is, under CEQA, the environmentally superior alternative. On page 6-20, that conclusion is made. Boardmember Kohler: But if it is based on page 6-10, then 1 think it's false. Mr. Wagstaff: Well, it's 6-20 states that although that alternative appears to be more costly from an environmental standpoint with respect to consistency with the Secretary of the Interior Standards, that replacement alternative is under CEQA, if you will, the environmentallypreferable alternative. Boardmember Kohler: The environmentally preferable alternative is to replace the home. Mr. Wagstaff: No, the -is to -I'm sorry, the retention and expansion alternative is the environmentally superior alternative. So the one you were just looking at, and having issues with the details, regardless of the details that alternative has been identified in the EIR as the environmentally superior alternative, retention of this and expansion of the existing structure. Boardmember Kohler: Well, 1 guess, 1 was just reacting to the page 6-10 where 1 - Mr. Wagstaff: To the details, right. Boardmember Kohler: Well, if those were corrected, it would reinforce their statement on 6-20 to more extent. 1 mean, it would be more ammunition to support that statement, would be my comment. 1 think that's what 1 was trying to say. 1 didn't say it very well, sorry. Boardmember Makinen: Yes, 1 think reading the page 6-20, 1 believe it's the understanding that 1 gain from reading that paragraph that the expansion or the retention City of Palo Alto HRB -October 6,2010 Page 31 is the preferred alternative that has less impact upon the District, from the first paragraph on paragraph 6.4, the-last sentence. So it seems to state in the EIR that to keep this structure, not to go ahead with something, so if I'm interpreting that correct, it says don't build an alternative if you want to have the least impact on the District. Is that what I'm reading? Mr. Wagstaff: So under CEQA, the last phase of the CEQA compliance process is to prepare a Statement of Findings which goes with the ultimate action on the project. So that Statement of Findings, if the project (as proposed) which is demolition of the existing structure and its replacement, is the selected project, the Statement of Findings would have to explain what overriding -considerations were considered by the City and why that project design was approved rather than this environmentally superior alternative. Boardmerrlber Makinen: I don't know what overriding considerations would - Chair Bower: Pat, you have a comment? Boardmember Makinen: Let -Gary will correct my terminology. Mr. Baum: We need to be careful because we're using certain terms-ultimately, when the Council makes its determination, they have to pass Statement of Findings, and in that fmdings would explain why one alternative was chosen over the other. So the Council could choose one of these alternatives or the original proj ect but, whichever is chosen, they have to explain it, and some of the criteria is that which you have been going through, and some of it is the project objectives, as well. So it's important that the project meet the objectives of the Applicant. Boardmember Makinen: Perhaps it meets the obj ectives of the Applicant, but it doesn't meet the objectives of the Historic District. Boardmerrlber DiCicco: I have a comnlent. I think what is very complex about this is there's sort of parallel issues. Number one, you know, I think Julie has brought up, well, we have 88 percent are contributing, and so if we would lose one, it's still -you know, it's not a number carved in stone, but here is a structure that in one way is contributing significantly -a significantly contributing structure within the District. Then, in the next paragraph somewhere here, it says it's individually not a significant historical structure, but it is within the District. So that becomes sort of an issue as well, and then part of the issue of the alternative that appears to be actually the best in terms of CEQA, would be retention and expansion of the building, but then it's mentioned that it would be more expensive and not meet the objectives of the owner of the building. I see, I agree with Mike that what is the most important issue here also is, is it in compliance with the outcome and what the -this is a rather you know an involved City of Palo Alto HRB October 6,.2010 Page 32 document, CEQA review, and it -there's -I mean, you can't meet all of these objectives. It seems really difficult, to me, and Beth has already brought up too, that I don't think was mentioned in this EIR, that are really more buildings that have beenlbecome less than significant. I don't know if this is included in the 88 percent, or -it's -that's kind of vague too. Ms. Caporgno: My understanding from Dennis Backlund is that most of the alterations that have occurred in the District, they've all come through you and that, even though it's mandatory review/voluntary compliance, most if not all of them have retained their integrity and complied with the direction that came from this Board. There may be one or two that haven't. So I don't think the alterations are an issue either. We don't have real specific data on it. I mean, like building by building, but Dennis is very knowledgeable about what's gone on, particularly over the last 10 or 15 years, and I think prior to that there weren't a lot of alterations -from the data he has, it doesn't indicate that there were a lot of alterations. And Dennis visits the Professorville District, often times, and I don't think that he thinks that there are many alterations that haven't complied with your direction. Boardmember DiCicco: I have one more question of the owner and, again, it's hard doing this materially. You know, I've tried to review it. As Roger has said, it's a lot of material to look at. There's somewhere a project -when the project was started, or maybe two years ago, there was a design of what you were going to build and it was described as a shingle structure, and I wasn't clear as to why it's changed significantly from your original design. Mr. Akin: When the project began we talked to Dennis Backlund to try and get some advice on what the Replacement Structure should be like, and Dennis suggested that for maximum compatibility with the District it ought to be a brown shingle style, and given that, as Bob will remember, when we actually started this whole project, thinking it was going to be Arts and Crafts, that didn't seem like a big leap. So the original proposal that we made was for a brown shingle style building. When Michael Garavaglia became involved with the project, he felt that, while perhaps more compatible with the District as a whole, didn't give enough light to the immediate neighbors, and so he felt that something that had more features, from the Spanish Eclectic style, was necessary and so the original design was thrown out and that would have around September of 2008. About that time was when we began the incremental redesign process that Bob Peterson described, where we went back to bare ground and then built up carefully from sighting plan, elevations, fenestration, the whole works. That cooperatively designed building became the basis for what you see in the plans now. City of Palo Alto HRB -October 6,2010 Page 33 The original version was not -Michael judged that it was not consistent with the Secretary's standards and so we ended up making further changes and then eventually the listed mitigations that you see in the Draft EIR. So it's a little hard to pin down the main iterations the second set of plans went through, but the first set, the brown shingle set, was simply thrown out. We still have it, if you're curious, but it's irrelevant now, I think. Chair Bower: I'm going to try to be brief in my comments. I share Roger's frustration with the Alternative 6.2.2 because I think that, had that been explored more carefully or more thoroughly, that the client's objectives -Mr. Akin's and his wife's objectives probably could have been satisfied because, as Roger mentioned, we put a full basement under a Professorville house without moving the house. The house stayed where it was, and then we renovated the inside. I think there's a marginal increase in cost, and I say that as a contractor, in renovating historic buildings, but the purpose of the renovation is to maintain the building and if the objective of Mr. Akin and his wife was to have a new house, then of course there's no way that retention of any building would meet that objective. I think, in my rough calculation last night, I was able to almost approach the same floor area that the new house has, with a full basement and an addition on the side, and that would largely preserve the building that's there. I think that the Palo Alto Stanford Heritage letter that Grace read to us is exactly right on/spot on in terms of the listing of this building. I think it should be listed as presumptively part of -it's a presumptive category that should be applied here. This building is part of a significant number of buildings within the District, and my understanding of the preservation standards, the Secretary of the Interior Standards, is that we preserve the District. That's why the District is formed is to give the District a cohesive shape and scope so that these buildings don't go away. I own a building in San Francisco in the Liberty Hills Historic District, and those buildings are protected because of that District. We get benefits from them, and I think the City Council ought to be making efforts to make significant benefits available to people who are willing to preserve these 'buildings. Now, that said, I guess what I would like the Board -I'd like to recommend that the Board create or craft a Motion that supports the EIR, and in particular this 6.2.2 conclusion, and then encourage the City Council to use its authority to pursue that as a viable option. I think that we should also recommend that the City Council, at a minimum, adhere to the 60-day Demolition Delay, and then I think we ought to have a list of -I don't even know how to say this, that we should suggest to the Council modifications to the existing design that make the building more compatible in alignment with the discussion we've had today. City of Palo Alto HRB -October 6, 2010 Page 34 So comments from the Boardmembers on that? Boardmember Makinen: I completely support everything Chair Bower has stated, although re-craft your words into a Motion. Chair Bower: I just wanted to have a -if that's the direction the Board would like to take, then I think that - Boardmember Makinen: In my opinion it is, but- Chair Bower: Right, anybody wants to make a comment, otherwise I'm ready to move forward with Motions and for the recommendations for the Council, if everyone else is. Okay, would you like me to make that Motion? Boardmember Makinen: That would be an excellent - Chair Bower: So I guess, this Motion would be in three parts, is that acceptable, or should we do it with three Motions? Mr. Baum: It can be done in three parts. I p.o want to make one comment that I don't know necessarily affects the integrity of your Motion. The September 9th letter saying that it is a presumptive part, I disagree with, legally. That's not what the case says, and this is not a presumptive Historic Resource in my opinion, and it's also backed up by the facts and the analysis in the EIR. Chair Bower: Okay, so-noted. I guess, then I would like to propose that we approve the Draft EIR with the following comments and additions. Mr. Baum: Recommend approval. Chair Bower: Reconlffiend approval, thank you, that the Council to whatever extent it can pursue 6.2.2 -that's what you're talking about, it's alternative -this is the alternative to -this is the retention and expansion alternative rather than encourage the demolition of the house. Well, I'm on page -oh, 6---it's on page 6-20, so the conclusion is 6.4, so that because that's an environmentally superior alternative and I feel, and sonle of the other Boardmembers feel, that this is an opportunity to save a building that we feel is valuable in the Historic District, and meet most of the -I'm assuming we could probably craft a way to meet most of the client's objectives, number one. Then, as far as the Demolition Delay is concerned, I guess -let me pause here. What's the -when does that delay begin? What's the -what date does that trigger? City of Palo Alto HRB -October 6,2010 Page 35 Mr. Baum: It's triggered by the ultimate Council determination. So once the Council makes its final decision, that's when it starts. Chair Bower: And then, so the delay Mr. Baum: I believe that's how it's interpreted. Chair Bower: All right, and the applicant could apply for the Demolition Permit the day the Council makes its determination, and then during the 60-day moratorium, the processing of that permit would occur, is that right, or does the permit application have to wait for 60 days? Ms. Caporgno: Yes, if the Council approves the 60-day process, then they would be able to get the demolition permit subsequently, and I think that the Ordinance is a bit unclear. I don't think the applicants are proposing to demo the house immediately anyway because they have a tenant in there, so they would have to -they're probably going to wait for the IR process to be completed. If this goes forward, and the Council certifies ,I the EIR and approves the Demo Delay for 60 days, the applicants have to go through the IR process before they would be able to get Building Permits. So I'm assuming they'll probably not, once they get the Demo Permit, they may not demo it immediately. Chair Bower: All right, you can't actually now demolish the building until the replacement permit is approved, is that right? I think that's my last experience? Boardmember Makinen: Chair Bower, need we comment at all on demolition, the Demolition Delay, since we're not going that direction? We can stay quiet on that? Chair Bower: It's a possibility. They're asking Mr. Baum: The Council needs, and the Ordinance requires you to, to comment on the Demo Delay. Boardmember Makinen: It would - Boardnlerrlber DiCicco: I understand the first recommendation we made. I think I'm at least voting or recommending that the delay moratorium has been satisfied and it shouldn't -they should be able to proceed within the 60-day period, and then they'll either obtain it, or they won't, based on the other recommendations. Is that correct? Chair Bower: It's a Staff question. So can we just say -can I -I guess we're unclear what the Demolition Delay, what affect it will have at this point, after all of this. City of Palo Alto HRB -October 6, 2010 Page 36 Ms. Caporgno: When it will go into -when the Demolition Permit would be granted, is that the question? I think -the City also has a practice that relates to this that we won't allow the demolition to be approved and granted until the plans for the Replacement Structure have been approved. So if you grant the 60 days, it's not going to occur probably for four or five months, even if the Council grants the 60 days. The problem is going to be imposing the year delay because if in faGt they go forward then the year would constrict them as far as when they could start construction. So that's why we were suggesting and supporting the 60 days. Obviously, there's a window, I mean, a range too. You could do four months, but I think it's normally done two months or a year. It's either two months or a year, that's kind of it traditionally, and since there haven't been a lot of them, but that's the way that they've been approved is my understanding. Chair Bower: All right, do you not want to -I'm actually trying to make this Motion while we're actually discussing it and I don't think that's exactly the way we should do this, but I'm -my Motion would be that we recommend that the Council accept the minimum Demolition Delay, and then just leave it at that, because in fact the practicalities are that the building won't be demolished until the new building is approved, and what's more important I think is a. to try and save the existing building and b., should that not occur, that we want to make sure that the other issues that we have discussed here today can be applied to the new building to make it more compatible. So the third part of my Motion would be that the recommendations in the Draft Environmental Impact Report that mitigate and make the building more compatible be followed and the ones that I've noted and, again, this is what really occurs during Plan Review, so for us to be making recommendations about building compatibility while we're only looking at a bare bones plan is, again, backwards to me, and I think to all of us, but so- Boardmember Makinen: Pat suggested that language that would state that the 60-day moratorium has been satisfied, does that -I don't want to put words in your mouth, Pat, but I like the way you stated that. Boardmember DiCicco: I think that was the way it was recommended. It looked like we're almost contradicting ourselves by these different Motions, but we're, one, recommending to the City Council to review the alternative of expansion and retention of the building. In the next sequence, we're saying do not d~lay -you know, the moratorium has been satisfied and go ahead and if a permit is going to be approved, go ahead and approve it for the 60-day period, you know. City of Palo Alto HRB October 6, 2010 Page 37 that the Demolition Delay has been satisfied by the three-year process, and that it not be extended. Is that -all right? Boardmember Kohler: I'd like to just clarify the time that it has been actually. There's a difference between starting a project and making an application, so when you officially became involved, has it been six months, a year, two months? How long has Staff been involved in working with the owners? But I understand there's no formal application was applied for, or was there? Is there a date? Ms. Caporgno: Staff has been involved with this project for three years because the application was applied -the application for the Demolition pe1ay was applied for approximately three years ago, and then shortly after, within a month or two of that application being submitted, the determination was made that we -that the proj ect would need anEIR. So then we went through the process of selecting an Environmental Impact Report Consultant, and there was the discussion about how do you evaluate a new structure. We told the applicants that they needed to, in this EIR, not only address the loss of the existing structure, but they needed to identify what would go in its place because that was equally important. . So then that necessitated them developing plans for the proj ect, and then working with the Historic Consultant that was working with our Environmental Consultant to develop the guidelines that are identified in the EIR for how to evaluate and to design that structure so that it was compatible with the District. Boardmember Kohler: I'm sorry, it just blows my mind. Mr. Baum: I have a point of clarification here, and I suspect the applicant has got these dates better than I do, but the applicant actually applied or spoke with Staff approximately 3-1/2 years ago and in June of 2007 they actually formally applied and requested the Demo Delay issue. Correct me if I'm too far off. Chair Bower: Yes, Ms. Arden, you wanted to comment. Ms. Michelle Arden, Applicant: I just wanted to give you the dates, but Gary has already started. So in July -June 2007 we submitted for -at the suggestion of Staff, actually, we submitted for demolition. We first met with Wagstaff and Garavaglia, the kickoff meeting for the EIR, February 2008. We submitted for Individual Review, June 2008. I guess that's -and then there were five individual meetings with Wagstaff and Garavaglia and our architect, mostly not us, and City Staff including Arnold Mammae11a between February 2008 and July 2009. City of Palo Alto HRB -October 6, 2010 Page 39 Boardmenlber Bernstein: Staff, just so I can get clarity. So an applicant can apply for a delay of a demolition, a house -for a house that's not been approved, for a Replacement Structure that has not been approved. Is that correct? Ms. Caporgno: When the Applicants applied for the Demolition Delay that was the case at the time. Subsequently, we have internally modified our process. It went through the City Attorney's office. We notified the historic conlmunjty as well as real estate people that -and I think that this came to -the Board had been notified of this, that now and when a demolition request is made, regardless of whether or not it's for an historic property or not, that demolition won't be granted until there are plans that have been approved for the Replacement Structure. Boardmember Bernstein: Right, and because that was not in place at the time that this project was applied for, for the demolition, we would ignore the current rule. Is that correct? Ms. Caporgno: That's correct. I think the practice that I just mentioned has been in place for not more than two years, probably about 1-112 to 2 years. Boardmember Bernstein: Thank you, and that practice applies to this case, even though this application was made prior to this practice? Ms. Caporgno: We would -now, it's kind of irrelevant because they are going through the process. I think that we would support them not removing the structure until their plans are approved, and you might want to check with thenl. I was under the impression that they weren't going to demolish immediately. They have tenants on the property, living in the house. They also, when they came in, I think originally they did not apply immediately after they purchased the house for the Demolition Delay because they didn't want to demolish the house until they were ready to build the new structure. Chair Bower: Gary, this is probably your jurisdiction. Mr. Baum: Yeah, I was just going to say that it's CEQA that is driving a lot of this and I opine that you cannot issue a Demolition Permit without a project attached to it because it's not -it's dividing a project, so that is the genesis of this, but yes this project is subject to all of that, and the fact that they got caught in the requirement of a full-blown EIR keeps it as part of all that. Chair Bower: All right, so the building won't be demolished until a new building is permitted and approved for permit release, is that what you are saying? Mr. Baum: That's my understanding. Boardmember Bernstein: So, I don't know. I would like to know, and I don't know, is it true that the house cannot be demolished until an approved permit is for any replacement work, or remodeling work is done? City of Palo Alto HRB October 6, 2010 Page 40 Ms. Caporgno: Yes, that is our current practice. So when something comes in to the Development Center for demolition, the plans have to be approved prior to the demolition of the structure. I mean, they can apply for the Demolition Permit, but the Demolition Permit won't be granted until the new structure has been approved. Boardmember Bernstein: So, I mean, if the Council agrees no further delay on approving a demolition, no demolition can happen until there is a pernlit in hand? Ms. Caporgno: Correct. That is why I mentioned before that two months is not probably going to happen, but I don't think that if the year -we were not supporting a year because that may constrain their ability to construct. Chair Bower: Right, yeah, okay, I'd like to modify my Motion then just because I want to be absolutely clear. I think that's what our questions are all about. So we would suspend -nly Motion is that the Demolition Delay has been met by the three-year process of review that this project has already -we would -additionally, we would encourage the City Council not to allow the building to be demolished until a new building is approved for permit by the Building and Planning Department for construction. Boardmember DiCicco: Question, will this new plan be reviewed by our Board? Chair Bower: Let's get this, let's deal with compatibility, let's deal with that during compatibility. Can we do that? Boardmember Kohler: You've tied it into the building permit. Boardmember DiCicco: So, I'm saying that before they approve a new building, because it's in an Historic District, would the applicants come to us as a Study Session first before there are final plans? Again, I mean, these people have had two or three different plans already. Chair Bower: Right, it's my intention in the final Motion that we ask this project -that we get this project back to us with more complete plans, and if that's what's going to happen, before it gets permitted. That would be my -okay, so are we clear on the Demolition Delay? Mr. Peterson: Just one final word. You used the word "new building." Would you expect the word "new plan?" Chair Bower: I'm using that term with the assumption that, if we get to the point -no matter what happens, it's coming back as a different project, I think, because we -I think the next Motion is going to make it a different proj ecl. Okay, so we can take that out if you want. New plans. Mr. Peterson: I would suggest "new plan" if Chair Bower will accept it. City of Palo Alto Page 41 HRB October 6,2010 Mr. Bower: I accept it, that's fine. All right, Dennis or son1ebody that looks at this tape can take that language into account, unless you want me to try and restate it again. All right, if there is no more discussion, we are ready to vote. Okay, all in favor. The board voted to support with motion with Boardmember Bunnenberg recused. Boardmember Kohler: I think: that this points out that practice does not make perfect. Chair Bower: All right, I don't need to make the final motion about compatibility, but rm happy to start that discussion, unless someone else would like to do it. Boardmember Bernstein: Yeah, I have some comments about compatibility. Looking at the plans and compatibility involves massing of the structure, scale of the structure. Looking at the drawings that the architect provided, and they are on the wall for the public's view also, and it's particularly on page HRBI-A showing the photo montage of the proposed new structure on the neighborhood, and I have some reaction to the roofing planes. I was trying to articulate it further and what really helped me articulate my concern about the roofing planes adding massing is the published Palo Alto Single Family Individual Review Guidelines, and on that, on page 11, it talks about over-encompassing inappropriate roof forms does not meet guidelines for compatibility of houses in neighborhoods that don't have that kind of a structure. I'm going to pass this on to Boardmembers. So it's right there. Anyways, that's pretty specific and that relates directly. In fact, if I look at the roof plan where it says it's inappropriate, it reminds me very much of the roof plan proposed for this project, so that kind of is concert with my sense that it's incompatible because of the r<?of shapes. I think: that's supported by the IR guidelines of what's not acceptable. I think: the second -the roof planes, you know, when I look at the photo montage, it's unique and distinct from the other homes in the neighborhood and so my conclusion is that the massing is too massive for compatibility, and that's why I would support that this is not compatible. Boardmember DiCicco: I think: this has been brought up by Roger also. I believe the roofing materials are not compatible with the District as well, not traditional materials. Boardmember Kohler: Yeah, I think I agree with previous comn1ents on that. I don't think: I'm going to say a whole lot more. Chair Bower: Okay, so my Motion would be that we ask the. Applicant to return with revised drawings, should this project move forward. Let's see, after the first two Motions have been -after the Council has made a decision about the first two Motions, if a new building, or even an existing modified building is to be built, we'd like to have the City of Palo Alto . Page 42 HRB -October 6, 2010 Applicant come back to the Board and show us a more complete set of drawings so that we could make a determination. Our concerns are that the roof planes are not compatible with the neighborhood and that they more closely meet the -what is that document? What's it called, the City Guidelines for New Buildings. Yeah, the Individual Review guidelines, that the roofing materials be more consistent with the Historic District roof materials, and in the Draft Environmental Impact Report, there are some concerns raised about distinctive design elements that serve to direct the interpretation of the building massing and they discuss the entry being more clearly delineated, and I think I don't want to go through all of those at this point, but I do think that those issues should be addressed because I think they're appropriate for this particular District. I wouldn't have a problem with this design outside of the District, but I think that is our purpose here, so does anyone want to add another element to that? Boardmember DiCicco: This might be very minor, but it was brought up by the architect that there was going to be numerous -it looks like there's at least 15 skylights, and that they wouldn't be very visible, but I'm not quite sure that that's the case either, and I guess I'd have to see more detail in the plans. Chair Bower: Okay, so I think that that's where I'd leave it at this point, unless someone wants to add anything to amend that. Any discussion? No, all right, all in favor? Boardmember Kohler: It needs a Second. Chair Bower: I'm sorry, is there a Second? Boardmember Bernstein: I will Second Chair Bower's Motion. Chair Bower: Now there's a Second. Did we have a Second on the last one? Okay, now we have a Motion and a Second, and no discussion. All in favor? The board supported the motion with Boardmerrlber Bunnenberg recused. Chair Bower: Okay, I guess we'll close this portIon of the meeting, close the Public Hearing on 405 Lincoln. Boardmember Kohler: I just have a general comment as everyone is cleaning up. It's that, in the future, I would suggest, and we've been talking about this for years. I don't know, I've been on the Board 15 years, and it still hasn't happened. If you could -if there's like, we always had the in-process list -we've also asked for a list of projects in process. You know, what the Staff is looking at that might relate to the Historic Board and, certainly, if this had been on the list three years ago, it might have had a different City of Palo Alto HRB:.... October 6,2010 Page 43 outcome in the whole process because I don't think, what I'm trying to say is, if things came through to us even on a very prelinlinary basis, it might help the applicants, Staff and everybody have this process work more smoothly. I mean, three years, and we're just hearing about it last month, is pretty dramatic. Chair Bower: I was actually going to under -so we're working on other business, and I was just going to bring that very fact up. I'd like the Staff to prepare a list ofprojects that are under consideration so we can see it, and I think that we need, as a Board and a Staff, to actually get/develop a better system for this. I know CEQA is complicated, and I know it's expensive, but there has to be a better way for us residents to resolve these issues, and this is just not -it's unfair to all of us. I mean, everybody, Staff and particularly the homeowners, you know. So I'm not blaming anybody, but I think we need to do this better. Ms. Caporgno: I just wanted to respond. I don't think we disagree with you at all. This has been kind of a nightmare for everyone involved. The applicants are well aware of it, we haven't had this issue come up before, so we were -you know, what I had said before about having the Environmental Consultant do an objective -or the Historical Consultant do an objective analysis of the requirements for compatibility and then evaluate the house. We thought that was important because they shouldn't be influenced by anybody because they are doing the separate CEQA document that need to ensure that the building is evaluated stringently using the appropriate standards for review. Hopefully, this will never happen again, but if it does in the future, we need to figure out a way of getting the Board involved early on, but yet allow that objectivity for the Historic Consultant to be retained also. Boardmember Kohler: You know, fifteen-sixteen years ago, I was on the Permit Streamline Committee with Fred Herman. We met and we -and that's why the Development Center is where it is because that's what our request was, to have everything -I mean, I'm not sure it's working because the Development Center is too successful. There are so many people there and there's not enough staffmost of the time, and people are waiting. But, on the other hand, our Board looks at some really quirky things. We're not out there doing everything, and we don't have very many -I always assunle that we don't have anything to do and yet I keep -we come with these projects that have been in process for 18, 20, you know 30 months. Why haven't we heard about it? I bet, if you had brought that preliminary to us, you could have eliminated a whole bunch of this stuff that you know you are required to do, but it might have made everyone's job easier if you had gotten some immediate reaction from the Board but, you know, we don't know. It goes to the City Council, and we'll just see what they say. City of Palo Alto HRB -October 6,2010 Page 44 Chair Bower: Right, I think you ought to encourage any applicant with a project of this scope and scale to come to this Board in a Study Session. We've done that, repeatedly, and I think that the project Study Session helps tell the Applicant at an early stage what we're looking for. It gives the public some opportunity to see it. Then, when they come back to us, as they have with, for instance, the main library and I can't remember the other one. I mean, these projects are now both conlpliant and based on what we as a Board are looking for, and it's cost effective for the applicant. So a Study Session, and I mean we can't require it, but I think it's obviously -yeah, it's free, and I mean it's free in terms of Staff costs, but the applicant has to pay for the presentation and architect, but I think it's, in the long run, a savings. Boardmember Kohler: And then there is that house on Waverly that was a remodeling, and that didn't come to us until after the fact. You know, we never saw it, I don't think. Oh, yeah, it came for an HIE, and then they didn't do anything that was required of them in the HIE, and Dennis had to go out there and try to make it work. I think all they ended up doing was relocating a few windows. Chair Bower: Do we have any status reports on historic projects? No, okay, staff announcements? All right, I think we have all the correspondence that we -any correspondence we have not seen today? Boardmember Kohler: How is Dennis? Ms. Caporgno: Dennis is okay. He will hopefully be joining you at your next meeting. I did have one thing that Diana wanted me to remind you of, that the HRB Joint Meeting with the City Council, I believe, is scheduled for December 13th• I think she polled all of you, but just to make sure if you could put it on your calendars. And the Chair and Vice- Chair will be invited to meet with the Mayor and Vice-Mayor prior to that to go over the Agenda. So maybe either this month at a later meeting, or next month, you might ..... the full Board may want to discuss what that Agenda entails. Chair Bower: Okay, Diana Boardmember Kohler: Are we required to bring Christmas presents? Holiday presents. Chair Bower: No. So, actually, that brings me to my next question. What's our next scheduled meeting? Ms. Caporgno: It seems that there isn't anything scheduled. We have no known project coming up in the near future. The Board could schedule a meeting to discuss the Agenda for the retreat. So if, in fact, we don't get anything in the next couple of weeks, I can talk to Steven and maybe your first meeting in November, if nothing else, you can at least discuss the retreat at that meeting. City of Palo Alto HRB ..... October 6,2010 Page 45 Chair Bower: Yeah, I think we should definitely schedule a meeting no later than the first week in November, because that's only a month before the nleeting with the Council, and we need to prepare for it. We need to discuss what we want to present. Boardmember Kohler: Is there anything for us to do on high-speed rail? Are we sort of not in the loop? Ms. Caporgno: The only thing that I know that the Board is going to be don't know if anybody has contacted you yet, but the Board is going to have a representative, I believe, on the Rail Corridor Study Task Force. Oh, and I saw that you distributed that graphic. Boardmember Kohler: I sent this to you, and I brought some copies, because it's just shocking to see that this is going to run through Palo Alto. I mean, these things are -it's just, I can't believe it. There's extra copies, so, yeah, okay, just asking. Chair Bower: All right, so I think we gone through Staff Approvals. There's no Staff Approvals, probably, because Dennis is not here. That's the last item on our Agenda. Ms. Caporgno: Dennis never gave me any information to convey to you, so at this point I don't think that there's anything to report. Chair Bower: I'm assuming that our next meeting will be the first Wednesday in November and we will, at least on that meeting Agenda, discuss our meeting with Council. Ms. Caporgno: And I might suggest that you -if there are certain topics that any of you are interested in, if you could submit them to Staff, and maybe then we can gather those together and then that would be something for you to work from on your meeting. You could have some opportunity to digest those before the meeting, and then work from those at your meeting in November. Chair Bower: Okay, Staff, I mean, Board, did you hear that? Let's email Diana with those suggestions about what we want to talk to the Council about next meeting. Our next meeting would be in the first week of Noverrlber. Hopefully, we'll have everyone here. We'll, at least in that meeting, discuss our Agenda with the Council and anything else that Staff has to bring to us. Okay, with no other business, meeting is adjourned. Meeting adjourned. City of Palo Alto HRB October 6,2010 Page 46 ATTACHMENT B FINAL ENVIRONMENTAL IMP ACT REPORT AVAILABLE AT http://www.cityofpaloalto.org/civica/filebanklblobdload.asp?BlobID=25076 ATTACHMENT C To: City Council From: Michelle Arden and Allen Akin Regarding: Alternative Design, 405 Lincoln Ave. Project October 19,2010 City Council: As you are aware, the City has completed an Environmental Impact Report (EIR) for our proposed project at 405 Lincoln Ave. The EIR states that the existing non-category structure is neither historic nor architecturally significant, and that demolition of the existing non-category structure would not have a significant negative impact on the Professorville District. It also concludes that, with some minor mitigations, the proposed new residence meets the Secretary of the Interior's Standards for Rehabilitation as required by CEQA. In an EIR, CEQA also requires that an alternative "retention" design be proposed which retains the existing non-category yet contributing structure. We developed such a design, and it is included in the EIR. While the EIR concludes that, with mitigations, the new structure meets the Secretary Interior's Standards, it also concludes -as will always be the case -that the environmentally superior alternative is a "retention" design, since less environmental change occurs. On September 1 st and October 6th, the Historic Resources Board conducted two public hearings on the project. Choosing to ignore staff recommendations and the EIR's conclusions about the new design, they recommended to Council that the alternative "retention" design be preferred. Over the course of this three year+ project, we spent significant time determining if the project objectives could be met with a design where the existing structure were retained. We concluded that they could not. A retention design would require very substantial seismic and structure upgrades which, for an older structure, can be prohibitive in cost; the costs of this project have been so substantial to date that it would likely not be affordable for us. Due to design constraints imposed by the preservation of the current structure, the proposed "retention" design is several feet higher than the proposed new residence, making it much less desirable for either of our adjacent neighbors. A two-story back addition, the only option available, will result in a highly unbalanced mass when seen from Waverley; we feel that it will be abundantly clear that there was an add-on to an existing structure. Importantly, due to the rather extended U- shaped shape of the existing structure, a much larger percentage of the lot would be covered by a structure, effectively resulting in no usable outdoor landscape. Finally, key parts of our program would not be met. As the existing house is raised off the ground, it would be more difficult to allow disabled access, which is a requirement. The siting of the existing structure and the back addition results in poor overall sun orientation. Due to the U -conformation of the existing house, circulation patterns for a retention design are awkward and dis functional. While not a primary disqualification, the retention design also results in 20% less total square footage. We list specifics below. The seismic & structural upgrade and retrofit of the existing residence would require: • A complete new foundation • New lateral bracing of all exterior walls • New lateral bracing of existing roof • All new electrical, HV AC, and plumbing systems • Refurbishing of all interior finishes for all wall, floor and ceiling surfaces • New insulation in all exterior walls, floors, and ceilings • Replacement of all interior and exterior doors windows and architectural millwork • New electrical fixtures, plumbing fixtures, and trim • New gutters, downspouts and flashing Architectural, siting, and compatibility shortcomings of the retention design include: • The expansion is greater in area than the original building and includes a second story. These two factors will produce a building that will compete with the existing building, rather than contribute to its integrity. • The retention design is several feet higher, 28' in lieu of24' 3". One adjacent neighbor has expressed significant concerns about the height of the second story; the other, supportive of the proposed new residence, would have a higher two-story addition considerably closer to their lot. The retention design would be sUboptimal for both neighbors. • Given the extended footprint of the existing U-shaped structure, the massing of the two- story addition will be visibly unbalanced with the single-story structure, especially when viewed from Waverley. We believe that this will substantially decrease the overall structure's compatibility with the District. • The existing building will not meet the Green Building Standards • Construction costs will exceed the cost of an all-new building • The fundamental factors necessary for a successful design of residential properties are the orientation of the sun to the interior and exterior spaces and the circulation pattern for both the interior of the home and the site. The sun orientation establishes the quality of light and warmth. The circulation establishes the efficiency and the intuitive connection between spaces. The existing building shape and location on the site prohibits the design of a functional building and site plan for orientation and circulation. • A much larger percentage of the lot would be covered by a structure, effectively resulting in no usable outdoor landscape. Aside from the obvious loss of functionality, this will also detract from its compatibility with one of Professorville' s defining characteristics: its landscaping. • Unlike the proposed new residence, the garage doors face the street, making the garage much more prominent. • Program floor area is reduced by 20% when compared to the proposed new residence. Sincerely, Michelle Arden and Allen Akin I ACTION NO. 2010- RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR THE PROPOSED 405 LINCOLN AVENUE SINGLE-FAMILY REPLACEMENT PROJECT (MICHELLE ARDEN AND ALLEN AKIN APPLICANTS) On October 25, 2010, the Council of the City of Palo Alto certified the Final Environmental Impact Report for the Proposed 405 Lincoln Avenue Single Family-Residential Replacement Project, making the following findings, determination and declarations: SECTION 1. Background. The City Council of the City of Palo Alto ("City Council") finds, determines, and declares as follows: A. The owners of a single-family residential property at 405 Lincoln Avenue, with the City's Professorville Historic District have submitted an application to permit demolition of the existing single-story residential structure and construction of a new two-story residence. ("The Project"). B. Professorville is an exclusively residential district that occupies approximately nine city blocks, approximately three blocks from downtown Palo Alto. A six-block portion of the district is listed on the National Register of Historic Places as the Professorville National Register Historic District. The six. block National Register district plus an additional three adjacent blocks are also designated in the Professorville Historic District in the City's Historic Inventory. C. The main residential building proposed for demolition is a stucco Spanish Colonial Revival style residence constructed circa 1923. The building is listed in the National Register as "a contributing building to the National Register district." D. The City, as lead agency, prepared a Draft Environmental Impact Report ("DEIR") for the Project. The DEIR was made available for public review beginning july 27, 2010 through September 17,2010. E. The Historic Resources Board held a public hearing on the ("DEIR") on September!, 2010 and recommended certification of the EIR at its meeting of October 6, 2010. F. The Final Environmental Impact Report ("FEIR") incorporates responses to comments and text changes to clarify the findings of the DEIR. SECTION 2. Certification. Pursuant to CEQA Guidelines Section 15090, the City Council hereby fmds that the FEIR has been completed in compliance with CEQA, has been presented to the City Council for its review and consideration and reflects the independent judgment of the City, and therefore recommends certification of the FEIR. SECTION 3. Recommendation. The City Council hereby adopts the Findings with respect to the significant effects on the environment of the Project as identified in the FIER, with 1 101020 sh 0111546 the stipulation that all information in these Findings is intended as a summary of the full administrative record supporting the Project, which full administrative record should be consulted for the full details supporting these Findings, and that any mitigation measures and/or alternatives that were suggested by a commenter to the DEIR and were not adopted as part of the FEIR are hereby expressly rejected for the reasons stated in the responses to the comments set forth in the FEIR and elsewhere in the record. SECTION 4. Findings. The City Council hereby finds that the environmental impact has been reduced to a level of less than significant due to incorporation of mitigation measures requiring a design that is compatible with the Professorville Historic District. The residential building at 405 Lincoln does not independently meet the definition of "historical resource" included in CEQA Guidelines section 15064.5 (a). The current structure is a contributing structure only. The demolition of the structure does not equate to the demolition of the district, and will not materially alter, in an adverse manner, those characteristics that justify the District's inclusion in the National Register of Historical Places, California Register of Historical Resources, or City of Palo Alto Historic Resources Inventory. The City Council rejects the environmentally superior alternative as it does not meet the project objectives as listed at Section 3.2 of the DEIR. The new structure must meet the Secretary of the Interior Standards for the treatment of Historic Properties for new construction. SECTION 5. Demolition Delay. The City Council hereby finds that the moratorium on demolition required pursuant to Section 16.49.070 of the Palo Alto Municipal Code will be satisfied by an additional delay of 60 (sixty) days, this time period shall not start to run until after issuance of a building permit for the replacement structure. SECTION 6. Replacement Structure. The replacement structure shall consist of a two story residence. The replacement structure shall be compatible with the Professorville neighborhood and shall comply with the Secretary of the Interior Standards for the treatment of Historical Properties. SECTION 7. Conditions of Approval. The project applicant shall submit a design to the Director of Planning that is compatible with the surrounding Professorville District and complies with the mitigation measures found in the DEIR. 1. To the extent permitted by law, the project applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the "indemnified parties") from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside, or void this Record of Land Use Action or any permit or approval authorized hereby for the project, including (without limitation) II II II 2 101020 sh 0111546 J reimbursing the City its actual attorneys fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its choice. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 101020 sh 0111546 Director of Planning and Community Environment 3