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HomeMy WebLinkAboutStaff Report 11398 City of Palo Alto (ID # 11398) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approve Three Contracts for Library Materials Acquisitions Title: Approval of Library Contracts With Baker & Taylor for up to Six-years for a Total Amount Not-to-Exceed $2 Million for the Purchase of Library Materials and Services, With Ingram for up to Six-years for a Total Amount Not-to-Exceed $200,000 for Print Materials and Services, and With Midwest Tape for up to Six-years for a Total Amount Not-to-Exceed $700,000 for Media and Digital Materials and Services From: City Manager Lead Department: Library RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or his designee to execute the following six-year contracts (July 2020 through June 2026): 1. Contract No. C20177635C with Midwest for media and digital materials and services in the amount of $110,000 in Fiscal Year 2021 and a total amount not to exceed $700,000. (Attachment A) 2. Contract No. C20177635A with Baker & Taylor for library materials and services in an amount not to exceed $210,000 in Fiscal Year 2021 and a total amount not to exceed $2 million (Attachment B) 3. Contract No. C20177635B with Ingram for print materials and services in an amount not to exceed $20,000 in Fiscal Year 2021 and a total amount not to exceed $200,000 (Attachment C) EXECUTIVE SUMMARY The contracts enable the Library to acquire materials and services. The Library will use Baker & Taylor as a primary supplier of materials and services related to the acquisition of materials. Ingram will be used as a secondary supplier for print materials and services as needed to best supply those materials in a particular format or quantity. Midwest Tape will be used as a secondary supplier for media materials and services as needed to best supply media in a particular format or quantity. City of Palo Alto Page 2 BACKGROUND Since the mid-2000s, the Library has purchased over 90 percent of new items for its collections from suppliers who maintain large inventories of titles. These suppliers source materials from many publishers and producers in print, media and digital formats. To date, the Library has structured its materials contracts in tiers corresponding to suppliers’ abilities to provide materials in various formats. The most recent library materials acquisition contracts lasted from July 2014 to June 2020. The contracted suppliers included Baker & Taylor as a primary supplier of print, media and digital materials for a total of $3 million, Ingram as a secondary supplier of print materials for $550,000 and Midwest Tape as a secondary supplier of media and digital materials for $450,000. Given the imminent expiration of the existing contracts, Staff issued a Request for Proposal (RFP) on April 1, 2020 to wholesalers who provide these materials to public libraries. The RFP was structured such that suppliers could propose providing one or more of the following categories of library materials: adult books, children’s books, audiovisual media, library continuations, digital content, along with any associated services. Contracts will be established with one or more of the suppliers that best meet the selection criteria. DISCUSSION The role of the suppliers is two-fold: (1) supplying library materials and (2) providing and coordinating services for supplied materials. Obtaining print, media and digital materials through suppliers offers a variety of advantages over purchasing from individual publishers. First, the negotiation that suppliers undertake when building their own inventory translates into higher discounts off list or retail prices. These prices are typically unavailable to libraries that work with individual publishers and can only be obtained by working with suppliers. Next, suppliers are often able to provide larger and more varied inventories compared to individual publishers. Ultimately, this satisfies the requests of the Library customer base with a more organized and streamlined allocation of funds and staff resources. Contracts with suppliers translate into system efficiencies in placing orders and processing payments. Streamlining the platforms that staff are required to use improves the responsiveness of staff to customer requests. This includes services such as delivering materials user-ready and tools for library collection management. When suppliers are able to provide these services, this decreases the demand placed on staff to engage in materials processing. As a result, staff are able to focus their expertise and time on serving customers. In the end, this decreases the time from material requests, to those materials making it onto our physical and digital shelves. The term of the contract is six years. Staff has found that a multi-year contract is advantageous to the Library as it affords suppliers the ability to anticipate the Library’s needs based on its acquisition history, thus ensuring enough quantity of materials are available for the Library. It City of Palo Alto Page 3 also enables staff efficiency as there is an initial investment of staff resources in establishing workflow and processes between the Library and the suppliers for service to happen. Made once over a longer period of time, this initial investment pays off in the long run as it removes repeated training burden on staff. Summary of RFP Process A Request for Proposal (RFP) for the provision of library materials with services was issued on April 1, 2020 to 68 potential suppliers via Planetbids.com. The proposal period was 28 days. Proposals were received from five qualified suppliers: Baker & Taylor, Bibliotheca, Brodart, Midwest Tape, and Ingram. The specifications of the RFP were as follows: RFP Number/Name RFP177635/ Provision of Library Materials with Services Proposed length 6 years Number of prospective proposers on PlanetBids 12 suppliers downloaded RFP package; 68 suppliers were notified via PB Total days to response 28 days Number of attendees at pre-proposal meeting N/A, no proposal meeting Number of proposals received 5 Proposal price range Not a base price project An evaluation team consisting of staff from the Palo Alto City Library and Sunnyvale City Library evaluated five proposals. In evaluating proposals, the team used the following evaluation factors and weights as identified in the RFP. The criteria used to evaluate the proposals were as follows: • Quality of the proposal • Quality, performance and effectiveness of the solution, goods and/or services • Experience • Cost Evaluation • Contractor’s financial stability • Contractor’s ability to perform the contract within the time specified • Contractor’s prior record of performance with city or others • Contractor’s ability to provide future maintenance, repairs parts and/or services • Contractor’s compliance with applicable laws, regulations, policies and guidelines The evaluation was separated into two principal types of materials – Books (Print, Audio and Digital) and Media (DVD and BluRay DVD) -along with any associated services. Below is a summary of the evaluations for books and media. City of Palo Alto Page 4 Books (Print, Audio and Digital) Three of the five suppliers who responded to the RFP submitted proposals to provide books. These suppliers were Baker & Taylor, Brodart, and Ingram. Overall, Baker & Taylor and Ingram Library Services were judged to be superior to those of Brodart. Both suppliers had superior inventory, variety of materials in stock, and level of services provided. Between the two, Baker & Taylor’s online database was judged to be more functional given cleaner visual user interface, more user-friendly system of search filters, and its search-by-review-source feature. These features currently result in greater staff efficiency in the selection and ordering of library materials. Additionally, over the past six years, Baker & Taylor’s Customized Library Services has been the Library’s primary supplier of books. The Library has invested considerable amount of resources in staff training and establishment of an effective workflow to acquire books from Baker & Taylor and prepare them for customer use. Therefore, staff recommended selecting Baker & Taylor as the primary supplier for the provision of adult and children’s materials. Ingram was recommended as secondary as it provided materials from certain publishers that Baker & Taylor either did not have or was unable to provide in the same discount rate. Media (DVD, BluRay DVD) Three of the five suppliers who responded to the RFP submitted proposals to provide media. These suppliers were Baker & Taylor; Ingram; and Midwest Tape. Baker & Taylor and Midwest Tape have the types of inventory for media materials the Library needs. For the reasons noted above, Baker & Taylor’s online order database is more functional than both Ingram’s and Midwest Tape’s. Midwest Tape has been providing a streaming service that has been very popular with customers. It is also the sole provider of certain production labels, such as Disney. An overall evaluation summary of the major components of the RFP indicated that Baker & Taylor has earned the highest average score among all of the five suppliers. Its scores in nine areas were either higher or the same as Ingram’s and Midwest Tapes’ scores. Midwest Tape had the second highest score, with Ingram coming in third. Therefore, Baker & Taylor was recommended for the provision of media materials as primary supplier. Midwest Tape was recommended as secondary as it provides materials from certain production companies that Baker & Taylor does not. Ingram does not have a comprehensive enough product line to meet the Library’s media needs. In summary, based on the analysis of the submitted RFPs, staff proposes awarding contracts to the following vendors with contract amounts as shown. The FY 2021 contract amounts assumes budget reductions that were reviewed by Council and to be presented in the FY 2021 Adopted Budget. Contract amounts in future years are subject to appropriation during the annual budget process. Vendor First Year Contract (FY 2021) Contract Years Two to Six Total Not-to-Exceed City of Palo Alto Page 5 Baker & Taylor $210,000 $358,000 $2,000,000 Midwest Tape $110,000 $118,000 $700,000 Ingram $20,000 $36,000 $200,000 Total Not-to-Exceed $340,000 $2,900,000 This contract is on the City’s General Services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. TIMELINE Staff will acquire materials from these vendors as soon as the contracts are executed. RESOURCE IMPACT The year one cost of these three contracts is $340,000, which is recommended to be supported in the General Fund via the Library Department’s operating budget. Fiscal year (FY) 2021 funding is subject to City Council approval of the FY 2021 Operating Budget. Funding for future fiscal years through the remainder of these contracts is subject to City Council approval through the annual budget development process. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. STAKEHOLDER ENGAGEMENT Staff has ongoing stakeholder engagement from the public on materials purchasing through feedback via a website feedback form, email and phone calls. Staff has also developed a new Engagement Plan which identifies relevant stakeholders and asks them to share their Library materials usage going forward as the Library re-opens in the COVID-19 environment. This new Engagement Plan launches with a survey in June and July 2020. This will be used to inform purchasing under this contract in FY21. ENVIRONMENTAL REVIEW Approval of contracts to purchase library materials does not constitute a project under the California Environmental Quality Act. . Attachments: • Attachment A: C21177635C Midwest Tape - Council Ready • Attachment B: C21177635A Baker Taylor - Council Ready • Attachment C: C21177635B Ingram - Legal reviewed Professional Services Rev. April 23, 2020 1 CITY OF PALO ALTO CONTRACT NO. C21177635C AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MIDWEST TAPE, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MIDWEST TAPE, LLC, a Ohio corporation, located at 1417 Timberwolf Drive, Holland, OH 43528 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure media and digital materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“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, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 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 and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part 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 extend the term or the schedule for performance shall not preclude recovery Professional Services Rev. April 23, 2020 2 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 performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Seven Hundred Thousand Dollars (700,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $110,000.00 in year 1 (July 1, 2020 through June 30, 2021) $118,000.00 in year 2 (July 1, 2021 through June 30, 2022) $118,000.00 in year 3 (July 1, 2022 through June 30, 2023) $118,000.00 in year 4 (July 1, 2023 through June 30, 2024) $118,000.00 in year 5 (July 1, 2024 through June 30, 2025) $118,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 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 at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. 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 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 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 Professional Services Rev. April 23, 2020 3 similar circumstances. 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 is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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 the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to 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 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 compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. 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 James Gonzalez as the Project Manager to have supervisory responsibility for the performance, progress, and Professional Services Rev. April 23, 2020 4 execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. 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. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield 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. 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. 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. Professional Services Rev. April 23, 2020 5 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 concurrent-ly 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. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer 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 Professional Services Rev. April 23, 2020 6 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 of his/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 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. Professional Services Rev. April 23, 2020 7 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. 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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 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 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: (a) All printed materials provided by CCONSULTANT 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 of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with 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 Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. Professional Services Rev. April 23, 2020 8 CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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, 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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. 27.4. 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. Professional Services Rev. April 23, 2020 9 27.5. 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. 27.6. 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. 27.7. 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. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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. 27.10 [Reserved] 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 23, 2020 10 CONTRACT No. C21177635C SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee MIDWEST TAPE, LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Jeff Jankowski Vice President Sue Bascuk VP Finance Professional Services Rev. April 23, 2020 11 EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same-day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. Professional Services Rev. April 23, 2020 12 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, additional requirements must be met. Professional Services Rev. April 23, 2020 13 C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT CONSULTANT shall: Professional Services Rev. April 23, 2020 14 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. Professional Services Rev. April 23, 2020 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Professional Services Rev. April 23, 2020 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $110,000.00 (July 1, 2020 through June 30, 2021) Year 2 $118,000.00 (July 1, 2021 through June 30, 2022) Year 3 $118,000.00 (July 1,2022 through June 30, 2023) Task 4 $118,000.00 (July 1, 2023 through June 30, 2024) Task 5 $118,000.00 (July 1, 2024 through June 30, 2025) Task 6 $118,000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $700,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $700,000.00 Maximum Total Compensation $700,000.00 Professional Services Rev. April 23, 2020 17 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 23, 2020 18 EXHIBIT “C-1” SCHEDULE OF RATES Service Cost Schedule Processing Prices: Single DVD - $4.00 Single Music CD - $3.35 Double DVD - $4.00 Double Music CD - $3.35 Multiple DVD - $6.20 (processed in to 4/6 case) Multiple Music CD - $5.51 *Blu-Ray DVDS – same as noted above. Audiobooks – Flat Rate $2.99 Free Audiobook Replacements – The library will receive free replacement Audiobook discs as needed to assist when an audiobook cannot be circulated due to a lost or damaged volume. Please contact your library assigned support person, Erica Rodriguez, when replacements are needed. MARC Record Support: Vendor Records for support in electronic ordering - Please see Chapter 4 Response document, page 4 for more information in terms of our free vendor records for ILS electronic ordering services along with details on tag designation for most Sierra ILS library tag information. $1.20 Full MARC Records (per TITLE, not per copy) – these records are more detailed than the vendor records. This level of record has been found to be most cost and time effective for our libraries and is the most popular level of record for today’s audiovisual materials. 949 tag linking services (barcode into existing record) can be provided at a cost of $.25 per tag. Materials Discount Format Seller can Supply # Titles in Inventory # Volumes in Inventory Discount Off List Price Yes No DVDs YES 107,000 150,000- 300,000 30% (including Blu-Ray DVD) Digital/Electronic Books YES (via our Hoopla Digital Platform) 315,246 Not applicable No discount – per circulation charges range from $0.39 - $3.99 per borrow. Professional Services Rev. April 23, 2020 19 Digital/Electronic Audiobooks YES (via our Hoopla Digital Platform) 80,908 Not applicable No discount – per circulation charges range from $0.39 - $3.99 per borrow. Audio Books on CD YES 67,000 100,000 – 250,000 Sold at List price. Includes repacking into SoundSafeTM Case at no additional cost. Professional Services Rev. April 23, 2020 20 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 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 WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES 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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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 Professional Services Rev. April 23, 2020 21 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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 48918AD0F9C64240A33564AAD25163BE Status: Completed Subject: Please DocuSign: C21177635C Midwest Tape - Legal reviewed - Midwest Tape reviewed.pdf Source Envelope: Document Pages: 21 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/9/2020 8:31:58 AM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Jeff Jankowski jjankowski@midwesttape.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.64.115.25 Sent: 6/9/2020 8:37:14 AM Resent: 6/9/2020 9:29:51 AM Viewed: 6/9/2020 10:52:19 AM Signed: 6/9/2020 10:53:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sue Bascuk sbascuk@midwesttape.com VP Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.52.124.254 Sent: 6/9/2020 10:53:25 AM Resent: 6/9/2020 10:55:28 AM Viewed: 6/9/2020 11:27:06 AM Signed: 6/9/2020 11:30:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Janet Timm JTimm@midwesttapes.com Security Level: Email, Account Authentication (None) Sent: 6/9/2020 11:30:15 AM Viewed: 6/9/2020 11:37:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Diane Lai Diane.Lai@CityofPaloAlto.org Division Head Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/9/2020 11:30:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/9/2020 11:30:16 AM Certified Delivered Security Checked 6/9/2020 11:30:16 AM Signing Complete Security Checked 6/9/2020 11:30:16 AM Completed Security Checked 6/9/2020 11:30:16 AM Payment Events Status Timestamps CITY OF PALO ALTO CONTRACT NO. C21177635A AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BAKER & TAYLOR, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BAKER & TAYLOR, LLC, a Delaware corporation, located at 2810 Coliseum Centre, Drive, Suite 300, Charlotte, NC 28217-3252 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure library materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“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, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 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 and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part 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 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 performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Million Dollars (2,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $210,000.00 in year 1 (July 1, 2020 through June 30, 2021) $358,000.00 in year 2 (July 1, 2021 through June 30, 2022) $358,000.00 in year 3 (July 1, 2022 through June 30, 2023) $358,000.00 in year 4 (July 1, 2023 through June 30, 2024) $358,000.00 in year 5 (July 1, 2024 through June 30, 2025) $358,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 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 at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. 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 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 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. 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 is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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 the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to 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 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 compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. 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 Marie Franklin as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. 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. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield 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. 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. 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 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. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer 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. 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 of his/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 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. 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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 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 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: (a) All printed materials provided by CCONSULTANT 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 of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with 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 Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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, 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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. 27.4. 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. 27.5. 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. 27.6. 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. 27.7. 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. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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. 27.10 [Reserved] 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. CONTRACT No. C21177635A SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee BAKER & TAYLOR, LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Lee Ann Queen Director-Pricing Services Jennifer Rhyne Manager-Pricing Projects & Analytics EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same- day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, additional requirements must be met. C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT CONSULTANT shall: 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $210,000.00 (July 1, 2020 through June 30, 2021) Year 2 $358000.00 (July 1, 2021 through June 30, 2022) Year 3 $358,000.00 (July 1,2022 through June 30, 2023) Task 4 $358,000.00 (July 1, 2023 through June 30, 2024) Task 5 $358,000.00 (July 1, 2024 through June 30, 2025) Task 6 $358000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $2,000,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $2,000,000.00 Maximum Total Compensation $2,000,000.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. EXHIBIT “C-1” SCHEDULE OF RATES RATES ON LIBRARY MATERIALS Adult Books a) Baker & Taylor agrees to deduct from the publisher's standard list price when invoicing the City the following flat percentage discounts: Trade editions 47.1% Mass market paperback editions: 41.2% Quality paperback editions. 41.2% Short discount publications 10.0% * * Titles which receive minimal publisher discount will be invoiced at publisher list price. Titles where Baker & Taylor 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. These titles may be blocked from order '!Pon request. Digital/Electronic books 0.0% ** ** eBook and eAudiobook editions will be invoiced at publisher list price. The Library is currently a subscriber to the hosting platform, Axis 360. We will be pleased to extend existing service pricing through the initial term of this contract. b) Baker & Taylor does not provide additional discounts when multiple copies of a titles are ordered c) No flat service charge per Item for non-discount items or where publisher requires prepayment from supplier. d) Delivery or shipping charged (FOB/Palo Alto, CA) is FOB Destination, free shipping. e) Baker & Taylor does not have a unit order requirement. f) Address of the principal warehouse from which items will be shipped to Library. Principal 501 South Gladiolus Street Momence, IL 60954 Supplementary 251 Mt. Olive Church Road Commerce, GA 30599 g) Baker & Taylor currently has 349,000 (#) hardbound and quality paperback book titles and 6.3 million (#) hardbound and quality book volumes in the above category (adult books) in stock at the warehouse indicated above. h) Baker & Taylor currently has 9,400(#) mass market paperback book titles and 554,000 (#) mass market paperback book volumes In the above category (adult books) in stock at the warehouse Indicated above. i) Estimated time from receipt of book order by vendor to delivery of items In Palo Alto, CA if item(s) in stock Number of days (excluding weekends & holidays) is 4-5 business days (non-processed material, shipped from Momence, IL) j) A dditional warehouses or fulfillment system that be used in providing requested titles to the City: Baker & Taylor offer product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Additionally, our VIP program provides access to inventory on publisher shelves. VIP- Virtual Inventory Program Get access to over 2 million titles readily available to ship with B& T's new VIP Program. Why buy titles from vendors and retailers who do not provide critical value-added services? Let Baker & Taylor's VIP Program create the one- stop shopping experience that will offer you and your patrons the broadest range of titles and inventory coverage in the industry. B& T has partnered with over 100 of the most important publishers in the business to deliver a unique service, providing us with their inventory positions - on their shelves - in real time, visible I Title Source! Benefits of sourcing titles through Baker & Taylor: • VIP gives access to an additional 800,000 titles with publisher in stock availability and adds to B& T's offering totaling over 2 million in stock titles • Program provides an initial fill rate of over 90% - the highest in the industry • No disruption to your workflow - get the titles you need with all the value-added services you depend on from Baker & Taylor • Enhance the breadth of titles you can bring to your patrons k) A list of publishers and/or Imprints that are unavailable from Bake & Taylor. Appendix 6 is a listing of Publishers Supplied (DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD), Appendix 7. Additionally, the Library is a subscriber to our Title Source database; publishers may also be viewed via the website. Juvenile Books Baker & Taylor’s Appendix 2 for a complete outline of discount terms and Appendix 3 for material category definitions. a) Baker & Taylor agrees to deduct from the publisher's standard list price when invoicing the City the following flat percentage discounts: Juvenile Trade editions 47.1% Juvenile reinforced editions 22.3% Mass market paperback editions 41.2% Quality paperback editions 41.2% Short discount publications 10.0%* * Titles which receive minimal publisher discount will be invoiced at publisher list price. Titles where Baker & Taylor 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. These titles may be blocked from order upon request. Digital/Electronic Books 0.0%* ** eBook and eAudiobook editions will be invoiced at publisher list price. The Library is currently a subscriber to the hosting platform, Axis 360. We will be pleased to extend existing service pricing through the initial term of this contract. b) Baker & Taylor does not provide additional discounts when multiple copies of a titles are ordered c) No flat service charge per Item for non-discount items or where publisher requires prepayment from supplier. d) Delivery or shipping charged (FOB/Palo Alto, CA) is F OB Destination, free shipping. e) Baker & Taylor does not have a unit order requirement. f) Address of the principal warehouse from which items will be shipped to Library. Principal 501 South Gladiolus Street Momence, IL 60954 Supplementary 251 Mt. Olive Church Road Commerce, GA 30599 g) Baker & Taylor currently has 315,488 (#) hardbound and quality paperback book titles and 3.8 million (#) hardbound and quality book volumes in the above category (juvenile books) in stock at the warehouse indicated above. h) Baker & Taylor currently has 3,700 (#) mass market paperback book titles and 116,000 (#) mass market paperback book volumes In the above category (juvenile books) in stock at the warehouse Indicated above. i) Estimated time from receipt of book order by vendor to delivery of items In Palo Alto, CA if item(s) in stock Number of days (excluding weekends & holidays) is 4-5 business days (non-processed material, shipped from Momence, IL) j) Baker & Taylor offers product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Additionally, our VIP program provides access to inventory on publisher shelves. VIP- Virtual Inventory Program Get access to over 2 million titles readily available to ship with B& T's new VIP Program. Why buy titlesfrom vendors and retailers who do not provide critical value-added services? Let Baker & Taylor's VIP Program create the one- stop shopping experience that will offer you and your patrons the broadest range of titles and inventory coverage in the industry. B& T has partnered with over 100 of the most important publishers in the business to deliver a unique service, providing us with their inventory positions - on their shelves - in real time, visible I Title Source! Benefits of sourcing titles through Baker & Taylor: • VIP gives access to an additional 800,000 titles with publisher in stock availability and adds to B& T's offering totaling over 2 million in stock titles • Program provides an initial fill rate of over 90% - the highest in the industry • No disruption to your workflow - get the titles you need with all the value-added services you depend on from Baker & Taylor • Enhance the breadth of titles you can bring to your patrons k) A list of publishers and/or Imprints that are unavailable from Baker & Taylor. Appendix 6for a listing of Publishers Supplied (DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD), Appendix 7. Additionally, the Library is a subscriber to our Title Source database; publishers may also be viewed via the website. Adult Audio-Visual Materials a) Baker & Taylor shall provide the following adult audio-Visual formats to the City, will offer the following inventories in its principal warehouse. Format Seller can Supply # Titles in Inventory #Volumes in Inventory Discount Off List Price Yes No DVDs X 23,000 449,000 29.0% Digital/Electronic Books X 1.6 million N/A 0.0% Digital/Electronic Audiobooks X 152,000 N/A 0.0% Audio Books on CD X 7,200 70,800 45.4%* Category Definition XII * This discount will apply to recent release, popular titles as produced by widely distributed publishers. Not all spoken word audio CD titles meet these criteria. Other editions will be invoiced as outlined in categories I, VII, VIII, IX, X, or XI (Appendix 2 and 3). b) Baker & Taylor maintains Inventories for each of these formats and Insure timely delivery to the City. c) Baker & Taylor does not provide additional discounts when multiple copies of a title are ordered. d) No Flat service charge per item for non-discount items or where publisher requires prepayment from supplier. e) Delivery or shipping charges (FOB/Pale Alto. CA) is FOB Destination, with free shipping. f)Baker & Taylor does not have a unit order requirement. g) Estimated time from receipt of order by vendor to delivery of Items In Palo Alto, CA if item(s) in stock. Number of days (excluding weekends & holidays) is 4-5 business days. (non-processed material, shipped from Momence, IL) h) Baker & Taylor offers product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Appendix 6 for a listing of Publishers Supplied {DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD}, Appendix 7. Additionally, the Library is a subscriber to Baker & Taylor’s Title Source database; publishers may also be viewed via the website. Juvenile Audio-Visual Materials a) Baker & Taylor shall provide the following juvenile audio-visual formats to the City, will offer the following discounts off of list price; and has the following inventories in its principal warehouse. Format Seller can Supply # Titles in Inventory #Volumes in Inventory Discount Off List Price Yes No DVDs X 2,700 143,000 29.0% Digital/Electronic Books X 225,600 N/A 0.0% DigitaI/Electronic Audiobooks X 25,200 N/A 0.0% Audio Books on CD X 874 9,500 45.4% * Category Definition XII * This discount will apply to recent release, popular titles as produced by widely distributed publishers. Not all spoken word audio CD titles meet these criteria. Other editions will be invoiced as outlined in categories I, VII, VIII, IX, X, or XI {Appendix 2 and 3}. b) Baker & Taylor maintains inventories for each these formats and insure timely delivery to the City. c) Baker & Taylor does not provide additional discounts when multiple copies of a title are ordered: d) No Flat service charge per item for non-discount items or where publisher requires prepayment from Baker & Taylor . e) Delivery or shipping charges (FOB/Palo Alto, CA) is FOB Destination, with free shipping f) Baker & Taylor does not have a unit order requirement. g) Estimated time from receipt of order by Baker & Taylor to delivery of items In Palo Alto, CA if item(s) in stock is excluding weekends & holidays) 4-5 business days. (non-processed material, shipped from Momence, IL} h) Baker & Taylor offers product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Appendix 6 for a listing of Publishers Supplied (DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD), Appendix 7. Additionally, the Library is a subscriber to Baker & Taylor’s Title Source database; publishers may also be viewed via the website. Professional Services Rev. April 23, 2020 1 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 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 WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES 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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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 Professional Services Rev. April 23, 2020 2 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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: B5EF21B1854E4A6DB3C11BED1BCB3B04 Status: Completed Subject: Please DocuSign: C21177635A Baker Taylor - Legal Reviewed06092020.pdf Source Envelope: Document Pages: 38 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/9/2020 12:03:27 PM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Lee Ann Queen queenl@baker-taylor.com Director-Pricing Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.129.205.6 Sent: 6/9/2020 12:08:09 PM Resent: 6/9/2020 1:06:19 PM Viewed: 6/9/2020 3:11:47 PM Signed: 6/9/2020 4:41:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Rhyne Jennifer.rhyne@baker-taylor.com Manager-Pricing Projects & Analytics Baker & Taylor, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.129.205.12 Sent: 6/9/2020 4:41:07 PM Viewed: 6/9/2020 4:42:38 PM Signed: 6/9/2020 4:43:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Diane Lai Diane.Lai@CityofPaloAlto.org Division Head Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/9/2020 4:43:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/9/2020 4:43:34 PM Certified Delivered Security Checked 6/9/2020 4:43:34 PM Signing Complete Security Checked 6/9/2020 4:43:34 PM Completed Security Checked 6/9/2020 4:43:34 PM Payment Events Status Timestamps Professional Services Rev. April 23, 2020 1 CITY OF PALO ALTO CONTRACT NO. C21177635B AGREEMENT BETWEEN THE CITY OF PALO ALTO AND INGRAM LIBRARY SERVICES LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INGRAM LIBRARY SERVICES LLC, a Tennessee corporation, located at One Ingram Blvd., La Vergne, TN 37086 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure print materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“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, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 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 and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part 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 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. Professional Services Rev. April 23, 2020 2 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred Thousand Dollars (200,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $20,000.00 in year 1 (July 1, 2020 through June 30, 2021) $36,000.00 in year 2 (July 1, 2021 through June 30, 2022) $36,000.00 in year 3 (July 1, 2022 through June 30, 2023) $36,000.00 in year 4 (July 1, 2023 through June 30, 2024) $36,000.00 in year 5 (July 1, 2024 through June 30, 2025) $36,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 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 at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. 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 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 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. Professional Services Rev. April 23, 2020 3 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 is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. 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 the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to 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 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. Option A: No Subcontractor: 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 subconsultant. 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 BJ Compau as the Project Manager to have supervisory responsibility for the performance, progress, and Professional Services Rev. April 23, 2020 4 execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. 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. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield 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. 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. 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. Professional Services Rev. April 23, 2020 5 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 concurrent-ly 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. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer 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 Professional Services Rev. April 23, 2020 6 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 of his/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 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. Professional Services Rev. April 23, 2020 7 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. 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 due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, 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 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 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: (a) All printed materials provided by CCONSULTANT 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 of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with 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 Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to 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. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. Professional Services Rev. April 23, 2020 8 CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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, 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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. 27.4. 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. Professional Services Rev. April 23, 2020 9 27.5. 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. 27.6. 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. 27.7. 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. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement 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. 27.10 [Reserved] 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 23, 2020 10 CONTRACT No. C21177635B SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee INGRAM LIBRARY SERVICES LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Professional Services Rev. April 23, 2020 11 EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same-day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. Professional Services Rev. April 23, 2020 12 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, additional requirements must be met. Professional Services Rev. April 23, 2020 13 C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT CONSULTANT shall: Professional Services Rev. April 23, 2020 14 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. Professional Services Rev. April 23, 2020 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Professional Services Rev. April 23, 2020 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $20,000.00 (July 1, 2020 through June 30, 2021) Year 2 $36000.00 (July 1, 2021 through June 30, 2022) Year 3 $36,000.00 (July 1,2022 through June 30, 2023) Task 4 $36,000.00 (July 1, 2023 through June 30, 2024) Task 5 $36,000.00 (July 1, 2024 through June 30, 2025) Task 6 $36,000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $200,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $200,000.00 Maximum Total Compensation $200,000.00 Professional Services Rev. April 23, 2020 17 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 23, 2020 18 EXHIBIT “C-1” SCHEDULE OF RATES For multi-vendor award, the bundled fee will be $6.25 per unit, to include the same cataloging and processing components. Discount Schedule Trade Hardcover 45.0% Trade/Quality Paperback 40.0% Mass Market Paperback 38.0% Library Bindings 24.0% Pre-binds 24.0% Graphic Novels 35.0% University Press 8.0% Short discount titles 8.0% Spoken Word Audio, trade 45.0% Spoken Word Audio, non-trade 8.0% DVD and Blu-ray 28.0% Music 5.0% Video Games 5.0% Net Titles 0.0% Professional Services Rev. April 23, 2020 19 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 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 WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE INCLUDED 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, INCLUDING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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 Professional Services Rev. April 23, 2020 20 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 CONSULTANT 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 CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP