HomeMy WebLinkAboutStaff Report 2405-3034CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Tuesday, June 18, 2024
Council Chambers & Hybrid
4:00 PM
Agenda Item
6.Approval of Contract Number C25190507 with OverDrive in an Amount Not to Exceed
$200,000 to Provide Library Electronic Content ("E-Content") for a Period of Two Years;
CEQA status – not a project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Library
Meeting Date: June 18, 2024
Report #:2405-3034
TITLE
Approval of Contract Number C25190507 with OverDrive in an Amount Not to Exceed $200,000
to Provide Library Electronic Content ("E-Content") for a Period of Two Years; CEQA status – not
a project.
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to
execute Contract No. C25190507 (Attachment A), with OverDrive, to provide library e-content
(digital materials) for a term of two years and a total amount not-to-exceed $200,000, with the
option to extend one additional year for a total amount not-to-exceed $300,000. (Authorization
of the third year will require a contract amendment and Council approval)
EXECUTIVE SUMMARY
This contract enables the Library to acquire e-content (digital materials). The formats include e-
books, audiobooks, e-magazines and streaming media. The Library will use OverDrive as a
primary supplier of e-content and services related to the acquisition of e-content.
BACKGROUND
The Library provides a critical service to the community, offering an invaluable reading and
learning resource to users of all ages. OverDrive allows the Library to expand its reach and
engagement with a digital collection, providing access to e-books, audiobooks, e-magazine,
streaming media (video and music).
OverDrive works with over 6,000 suppliers to aggregate a catalog of over 5 million titles in over
100 languages. OverDrive launched our content distribution service in 2000 and now offers the
largest digital content catalog in the world to more than 92,000 libraries and schools in 115
countries.
In FY 2023, e-content items were checked out 120,000 times by Library patrons. 50% of those
checkouts were e-books and 40% of e-book checkouts were in the Kindle format. OverDrive is
the only digital library lending provider that offers downloads in the Kindle format and
compatibility with all generations of the Amazon Kindle.
ANALYSIS
The role of an e-content service provider, such as OverDrive, is to negotiate agreements with e-
content publishers in order to provide the Library with a wide diverse selection of e-content
materials. Obtaining e-content from an e-content service provider offers a variety of
advantages over purchasing from individual publishers. The negotiations that the e-content
service provider undertakes when building their own inventory translates into higher discounts
off list or retail prices due to the volume purchasing they provide. These prices are typically
unavailable to libraries that work with individual publishers. E-content service providers are
often able to provide larger and more varied inventories compared to individual publishers.
E-content service providers also support a streamlined ordering platform for staff and patrons
that provides easy access to the most popular materials. Tools, such as apps, allow library users
to easily browse and access the content they offer. Ultimately, this satisfies the requests of the
Library customer base with a more organized and streamlined e-content experience.
Solicitation Process: City staff issued a Request for Proposal (RFP) on March 6, 2024 for the
provision of e-content to the Library.
Table 1: Summary of Request for Proposal
Proposal Description RFP Library eContent Services
Proposed Length of Project 2 Years with an option to extend one year
Request for Proposal Issued 2/6/24
Number of Vendors Notified 2,934
Total Days to Respond to Proposal 160
Number of RFP Packages Downloaded 16
Pre-Proposal Meeting and Date NA
Number of Company Attendees at Pre-
proposal meeting(s) NA
Number of Proposals Received 6
Proposal Price Range $0.00 - $370,000
Number of Companies Interviewed NA
Final Negotiated Contract Price (Basic
Services) $200,000/two years
Public Link to Solicitation https://procurement.opengov.com/portal/palo-
alto-ca/projects/82555
The proposals were evaluated and four proposals were determined to be responsive to the
criteria identified in the RFP. An evaluation committee consisting of Library staff convened to
evaluate the proposals that met the RFP criteria. OverDrive was selected because of the quality
and effectiveness of their proposal and overall solution, the experience of their firm, financial
stability, prior record of performance with the City, and their ability to provide future services.
It is also the least expensive. Additionally, OverDrive’s content, user interface, selection and
workflow were determined to be superior to other proposers.
FISCAL/RESOURCE IMPACT
Funding for this contract is included in the department's FY 2025 Proposed Operating Budget
and no additional funding is needed; future years of the contract are subject to the annual
appropriation of funds.
STAKEHOLDER ENGAGEMENT
Staff has ongoing stakeholder engagement with the public on all library collections, including e-
content purchasing, through a website feedback form, email and phone calls.
ENVIRONMENTAL REVIEW
Approval of contracts to purchase library materials does not constitute a project under the
California Environmental Quality Act guidelines 15061(b)(3)
ATTACHMENTS
Attachment A: OverDrive Contract C25190507
APPROVED BY:
Gayathri Kanth, Library Director
City of Palo Alto General Services Agreement 1 Rev. March 29, 2018
CITY OF PALO ALTO CONTRACT NO. C25190507
GENERAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into on the 10th day of June, 2024, by and between
the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and
OVERDRIVE, Inc. a Delaware corporation, located at One OverDrive Way, Cleveland, Ohio
44125, Telephone Number: (216) 573-6886 (“CONTRACTOR”). In consideration of their
mutual covenants, the parties hereto agree as follows:
1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”)
described in the Scope of Services, attached at Exhibit A.
Optional On-Call Provision (This provision only applies if checked and only
applies to on-call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and
approved by CITY’s Project Manager. Each Task Order shall be in substantially the
same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager
and shall contain a specific scope of work, a specific schedule of performance and
a specific compensation amount. The total price of all Task Orders issued under
this Agreement shall not exceed the amount of Compensation set forth in Section
5 of this Agreement. CONTRACTOR shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required,
to authorize work up to the maximum compensation amount set forth in Section
5.
2. EXHIBITS. The following exhibits are attached to and made a part of this
Agreement:
“A” - Scope of Services
“B” - Schedule of Performance
“C” – Schedule of Fees
“D” - Insurance Requirements
CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.
3. TERM.
The term of this Agreement is from July 1, 2024, to June 30, 2026, with an option
to extend one year, inclusive, subject to the provisions of Sections R and W of the
General Terms and Conditions. The optional third year shall be subject to mutual
agreement and a written amendment to this Agreement.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 2 Rev. March 29, 2018
4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within
the term of this Agreement in a reasonably prompt and timely manner based upon
the circumstances and direction communicated to CONTRACTOR, and if
applicable, in accordance with the schedule set forth in the Schedule of
Performance, attached at Exhibit B. Time is of the essence in this Agreement.
5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees
to accept as not-to-exceed compensation for the full performance of the Services
and reimbursable expenses, if any:
The total maximum lump sum compensation of dollars ($ );
OR
The sum of dollars ($ ) per hour, not to exceed a total
maximum compensation amount of dollars ($ ); OR
A sum calculated in accordance with the fee schedule set forth at Exhibit
C, not to exceed a total maximum compensation amount of Two Hundred
Thousand dollars ($200,000.00).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed
the total maximum compensation set forth above. Any hours worked or services
performed by CONTRACTOR for which payment would result in a total exceeding
the maximum amount of compensation set forth above for performance of the
Services shall be at no cost to CITY.
CITY has set aside the sum of dollars ($ ) for Additional
Services. CONTRACTOR shall provide Additional Services only by
advanced, written authorization from the City Manager or designee.
CONTRACTOR, at the CITY’s request, shall submit a detailed written
proposal including a description of the scope of services, schedule, level of
effort, and CONTRACTOR’s proposed maximum compensation, including
reimbursable expense, for such services. Compensation shall be based on
the hourly rates set forth above or in Exhibit C (whichever is applicable), or
if such rates are not applicable, a negotiated lump sum. CITY shall not
authorize and CONTRACTOR shall not perform any Additional Services for
which payment would exceed the amount set forth above for Additional
Services. Payment for Additional Services is subject to all requirements and
restrictions in this Agreement.
6. COMPENSATION DURING ADDITIONAL TERMS.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 3 Rev. March 29, 2018
CONTRACTOR’S compensation rates for each additional term shall be the
same as the original term, OR
CONTRACTOR’s compensation rates shall be adjusted effective on the
commencement of each Additional Term. The lump sum compensation
amount, hourly rates, or fees, whichever is applicable as set forth in section
5 above, shall be adjusted by a percentage equal to the change in the
Consumer Price Index for Urban Wage Earners and Clerical Workers for the
San Francisco-Oakland- San Jose area, published by the United States
Department of Labor Statistics (CPI) which is published most immediately
preceding the commencement of the applicable Additional Term, which
shall be compared with the CPI published most immediately preceding the
commencement date of the then expiring term. Notwithstanding the
foregoing, in no event shall CONTRACTOR’s compensation rates be
increased by an amount exceeding five percent of the rates effective
during the immediately preceding term. Any adjustment to
CONTRACTOR’s compensation rates shall be reflected in a written
amendment to this Agreement.
7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this
Section 7, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other
public improvement of any kind. Public Contract Code Section 9204 mandates
certain claims procedures for Public Works Projects, which are set forth in
“Appendix __ Claims for Public Contract Code Section 9204 Public Works
Projects”.
This project is a 9204 Public Works Project and is required to comply with
the claim’s procedures set forth in Appendix __, attached hereto and
incorporated herein.
OR
This project is not a 9204 Public Works Project.
8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project
Manager is: Julie Finklang, Dept.: Library, Telephone: (650) 329-2517. Invoices
shall be submitted in arrears for Services performed. Invoices shall not be
submitted more frequently than monthly. Invoices shall provide a detailed
statement of Services performed during the invoice period and are subject to
verification by CITY. CITY shall pay the undisputed amount of invoices within 30
days of receipt.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 4 Rev. March 29, 2018
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of
this Agreement. This Agreement includes and is limited to the terms and
conditions set forth in sections 1 through 8 above, these general terms and
conditions and the attached exhibits.
B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise
and qualifications to complete the services described in Section 1 of this
Agreement, entitled “SERVICES,” and that every individual charged with the
performance of the services under this Agreement has sufficient skill and
experience and is duly licensed or certified, to the extent such licensing or
certification is required by law, to perform the Services. CITY expressly relies on
CONTRACTOR’s representations regarding its skills, knowledge, and certifications.
CONTRACTOR shall perform all work in accordance with generally accepted
business practices and performance standards of the industry, including all
federal, state, and local operation and safety regulations.
C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the
performance of this Agreement, CONTRACTOR and any person employed by
CONTRACTOR shall at all times be considered an independent CONTRACTOR and
not an agent or employee of CITY. CONTRACTOR shall be responsible for
employing or engaging all persons necessary to complete the work required under
this Agreement.
D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any
Services under this Agreement unless CONTRACTOR obtains prior written consent
of CITY. CONTRACTOR shall be solely responsible for directing the work of
approved subcontractors and for any compensation due to subcontractors.
E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes,
fees, contributions or charges applicable to the conduct of CONTRACTOR’s
business.
F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services
comply with all applicable federal, state and local laws, ordinances, regulations,
and orders.
G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR 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)
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 5 Rev. March 29, 2018
hours of work in a calendar week within the geographic boundaries of the City,
CONTRACTOR 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, CONTRACTOR shall
post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with
Palo Alto Municipal Code section 4.62.060.
H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole
expense, repair in kind, or as the City Manager or designee shall direct, any
damage to public or private property that occurs in connection with
CONTRACTOR’s performance of the Services. CITY may decline to approve and
may withhold payment in whole or in part to such extent as may be necessary to
protect CITY from loss because of defective work not remedied or other damage
to the CITY occurring in connection with CONTRACTOR’s performance of the
Services. CITY shall submit written documentation in support of such withholding
upon CONTRACTOR’s request. When the grounds described above are removed,
payment shall be made for amounts withheld because of them.
I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under
this Agreement shall be performed in a professional and workmanlike manner in
accordance with generally accepted business practices and performance
standards of the industry and the requirements of this Agreement. CONTRACTOR
expressly warrants that all materials, goods and equipment provided by
CONTRACTOR under this Agreement shall be fit for the particular purpose
intended, shall be free from defects, and shall conform to the requirements of this
Agreement. CONTRACTOR agrees to promptly replace or correct any material or
service not in compliance with these warranties, including incomplete, inaccurate,
or defective material or service, at no further cost to CITY. The warranties set
forth in this section shall be in effect for a period of one year from completion of
the Services and shall survive the completion of the Services or termination of this
Agreement.
J. MONITORING OF SERVICES. CITY may monitor the Services performed under this
Agreement to determine whether CONTRACTOR’s work is completed in a
satisfactory manner and complies with the provisions of this Agreement.
K. Intentionally omitted.
L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives
to audit, provided that City provides CONTRACTOR thirty (30) days’ prior written
notice, at any reasonable time during the term of this Agreement and for three (3)
years from the date of final payment, CONTRACTOR’s records pertaining to
matters covered by this Agreement. CONTRACTOR agrees to maintain accurate
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 6 Rev. March 29, 2018
books and records in accordance with generally accepted accounting principles for
at least three (3) following the terms of this Agreement.
M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial
acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights
under this Agreement.
N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full
force during the term of this Agreement, the insurance coverage described at
Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A-
:VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk
Manager must approve deductibles and self-insured retentions. In addition, all
policies, endorsements, certificates and/or binders are subject to approval by the
Risk Manager as to form and content. CONTRACTOR shall obtain a policy
endorsement naming the City of Palo Alto as an additional insured under any
general liability or automobile policy. CONTRACTOR shall obtain an endorsement
stating that the insurance is primary coverage and will not be canceled or
materially reduced in coverage or limits until after providing 30 days prior written
notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall
provide certificates of such policies or other evidence of coverage satisfactory to
the Risk Manager, together with the required endorsements and evidence of
payment of premiums, to CITY concurrently with the execution of this Agreement
and shall throughout the term of this Agreement provide current certificates
evidencing the required insurance coverages and endorsements to the Risk
Manager. CONTRACTOR shall include all subcontractors as insured under its
policies or shall obtain and provide to CITY separate certificates and endorsements
for each subcontractor that meet all the requirements of this section. The
procuring of such required policies of insurance shall not operate to limit
CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement.
O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation
by the provisions of section N relating to insurance, CONTRACTOR shall indemnify,
defend and hold harmless CITY, its Council members, officers, employees and
agents from and against any and all demands, claims, injuries, losses, or liabilities
of any nature, including death or injury to any person, property damage or any
other loss and including without limitation all damages, penalties, fines and
judgments, associated investigation and administrative expenses and defense
costs, including, but not limited to reasonable attorney’s fees, courts costs and
costs of alternative dispute resolution), arising out of, or resulting in any way from
or in connection with the CONTRACTOR’S performance of this Agreement.
CONTRACTOR’s obligations under this Section apply regardless of whether or not
a liability is caused or contributed to by any negligent (passive or active) act or
omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 7 Rev. March 29, 2018
liability arising from the sole negligence or willful misconduct of CITY. The
acceptance of the Services by CITY shall not operate as a waiver of the right of
indemnification. The provisions of this Section survive the completion of the
Services or termination of this Agreement.
P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510,
CONTRACTOR certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color,
gender, age, religion, disability, national origin, ancestry, sexual orientation,
housing status, marital status, familial status, weight or height of such person.
CONTRACTOR acknowledges that it has read and understands the provisions of
Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement,
certifies that it is aware of the provisions of the Labor Code of the State of Califor-
nia which require every employer to be insured against liability for workers'
compensation or to undertake self-insurance in accordance with the provisions of
that Code, and certifies that it will comply with such provisions, as applicable,
before commencing and during the performance of the Services.
R. TERMINATION. The City Manager may terminate this Agreement without cause
by giving thirty (30) days’ prior written notice thereof to CONTRACTOR. If
CONTRACTOR fails to perform any of its material obligations under this
Agreement, City Manager shall inform CONTRACTOR of its failure to perform such
material obligations and allow CONTRACTOR thirty (30) days to cure its breach of
obligations. If CONTRACTOR is not able to cure its breach of its material
obligations under this Agreement after thirty (30) days, the City Manager, in
addition to all other remedies provided by law, may terminate this Agreement
immediately upon written notice of termination. Upon receipt of such notice of
termination, CONTRACTOR shall immediately discontinue performance. CITY shall
pay CONTRACTOR for services satisfactorily performed up to the effective date of
termination. If the termination is for cause, CITY may deduct from such payment
the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s
failure to perform its material obligations under this Agreement. Upon
termination, CONTRACTOR shall immediately deliver to the City Manager any and
all copies of studies, sketches, drawings, and computations, whether or not
completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection
with this Agreement. Such materials shall become the property of CITY.
S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors
and assigns to all covenants of this Agreement. This Agreement shall not be
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 8 Rev. March 29, 2018
assigned or transferred without the prior written consent of CITY. No
amendments, changes or variations of any kind are authorized without the mutual
written consent of CITY and CONTRACTOR.
T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the
performance of this Agreement, it will not employ any person having such an
interest. CONTRACTOR certifies that no CITY officer, employee, or authorized
representative has any financial interest in the business of CONTRACTOR and that
no person associated with CONTRACTOR has any interest, direct or indirect, which
could conflict with the faithful performance of this Agreement. CONTRACTOR
agrees to advise CITY if any conflict arises.
U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws
of the State of California.
V. ENTIRE AGREEMENT. This Agreement, including all exhibits, and the OverDrive
Library Participation Form for Northern California Digital Library Consortium
signed by City on November 19, 2020 represents the entire agreement between
the parties with respect to the services that may be the subject of this Agreement.
Any variance in the exhibits does not affect the validity of the Agreement and the
Agreement itself controls over any conflicting provisions in the exhibits. This
Agreement supersedes all prior agreements, representations, statements,
negotiations and undertakings whether oral or written.
W. NON-APPROPRIATION. 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.
X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Division,
which are incorporated by reference and may be amended from time to time.
CONTRACTOR 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
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 9 Rev. March 29, 2018
composting waste. In particular, CONTRACTOR shall comply with the following
zero waste requirements:
• All printed materials provided by CONTRACTOR 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.
• Goods purchased by Contractor 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.
• Reusable/returnable pallets shall be taken back by CONTRCATOR, at no
additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide
documentation from the facility accepting the pallets to verify that pallets
are not being disposed.
Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties
represent and warrant that they have the legal capacity and authority to do so on
behalf of their respective legal entities.
Z. PREVAILING WAGES
This Project is not subject to prevailing wages. CONTRACTOR is not required to
pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7, if the Agreement is not a public works contract, if
Agreement does not include a public works construction project of more than
$25,000, or the Agreement does not include a public works alteration, demolition,
repair, or maintenance (collectively, ‘improvement’) project of more than
$15,000.
OR
Contractor is required to pay general prevailing wages as defined in Subchapter
3, Title 8 of the California Code of Regulations and Section 16000 et seq. and
Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section
1773 of the Labor Code of the State of California, the City Council has obtained
the general prevailing rate of per diem wages and the general rate for holiday and
overtime work in this locality for each craft, classification, or type of worker
needed to execute the Agreement for this Project from the Director of the
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 10 Rev. March 29, 2018
Department of Industrial Relations (“DIR”). Copies of these rates may be obtained
at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide
a copy of prevailing wage rates to any staff or subcontractor hired and shall pay
the adopted prevailing wage rates as a minimum. Contractor shall comply with
the provisions of all sections, including, but not limited to, Sections 1775, 1776,
1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.
BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the
case of any conflict between the terms of this Agreement and the exhibits hereto
or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of
any conflict between the exhibits hereto and CONTRACTOR’s proposal, the
exhibits shall control.
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 OVERDRIVE ___________________________________ By________________________________________ City Manager or Designee Name _____________________________________ Title_______________________________________ _____________________________________ By________________________________________ Approved as to form: Name______________________________________ City Attorney or Designee Title_______________________________________ EXHIBIT A
SCOPE OF SERVICES
• CONTRACTOR provides a series of services and digital content materials that enable
public libraries to lend popular audiobooks, eBooks, streaming video and music, digital
magazines and other digital content via the Palo Alto City Library’s website on a single
platform.
• CONTRACTOR offers a catalog of over 5 million titles in over 100 languages.
• CONTRACTOR provides an easy-to-use administrative portal, OverDrive Marketplace,
that simplifies content selection, purchase, usage statistics and activity tracking via real-time
reporting features available 24/7/365.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
Erica Lazzaro
General Counsel
Chief Financial Officer
Greg Farmer
City of Palo Alto General Services Agreement 11 Rev. March 29, 2018
• CONTRACTOR provides training is at no additional cost, both virtually and on site, in
person.
• CONTRACTOR provides customized website, complete with a logo and custom
colors, social media graphics and customized marketing materials.
• CONTRACTOR provides user friendly apps for accessing digital content including:
o Libby (digital library app for public libraries, corporations, and colleges),
o Kanopy (video streaming for all groups).
• CONTRACTOR provides support for wide variety of devices including:
o Windows devices
o Mac, iOS devices (iPad, iPod, iPhone)
o Android devices
o Chromebooks
o all generations of the Amazon Kindle- exclusively available from OverDrive
o Kobo ereaders
o Nook tablets and ereaders
o Adobe-compatible ereaders
• CONTRACTOR provides quality MARC records and APIs to integrate ebook, audiobook,
and magazine content into ILS and discovery platforms.
• CONTRACTOR supports the Palo Alto City Library’s membership in the Northern
California Digital Library consortium by providing the ability for patrons to access all content
purchased by the consortium as well as the content purchased from the Library’s private
Overdrive Advantage account.
• CONTRACTOR provides websites and apps that support screen readers, keyboard
navigation, voice control, and other assistive technologies and accessibility features.
• CONTRACTOR provides customizable digital book lending policies to manage access and
usage of materials.
• CONTRACTOR provides a dedicated Digital Content Librarian to assist with supplier
selection.
• CONTRACTOR offers a variety of standing order plans for fiction, non-fiction, adult, and
children’s titles and will allow plans to be set up by frequency, price, number of titles, genre,
specific publisher and other factors as well as custom specifications.
• CONTRACTOR offers flexible purchasing options and multiple lending
models. CONTRACTOR offers a user interface in multiple world languages.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 12 Rev. March 29, 2018
EXHIBIT B SCHEDULE OF PERFORMANCE
CHOOSE ONE OF THESE ALTERNATIVES TO DESCRIBE SCHEDULE:
Alternative 1.
CONTRACTOR shall perform the Services according to the following schedule:
Year One Services: July 1, 2024 – June 30, 2025
Year Two Services: July 1, 2025 – June 30, 2026
Optional Year Three: July 1, 2026 – June 30, 2027
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 13 Rev. March 29, 2018
EXHIBIT C SCHEDULE OF FEES
CHOOSE ONE OF THE FOLLOWING TYPES OF STANDARD COMPENSATION LANGUAGE AND MODIFY AS NECESSARY
ALTERNATIVE 1. Compensation based upon deliverables
CITY shall compensate CONTRACTOR for performance of the Services according to the following schedule, with the maximum amount of compensation not to exceed the amount stated in Sections 5 and 6 of this Agreement:
YEAR ONE July 1, 2024 – June 30, 2025 $100,000.00
YEAR TWO July 1, 2025 – June 30, 2026 $100,000.00
TWO YEAR TOTAL $200,000.00
Optional Three-Year Total July 1, 2026 – June 30, 2027 $100,000.00
THREE YEAR TOTAL $300,000.00
All Payments are based upon CITY’s acceptance of CONTRACTOR’s performance of the phase as evidenced by successful completion of the Deliverable for that Phase. CITY shall have no obligation to pay unless CONTRACTOR has successfully completed and CITY has approved the Project Phase for which payment is due.
The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts stated in Sections 5 and 6 of the Agreement. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 14 Rev. March 29, 2018
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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II.CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIREDCOVERAGE.
III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO“ADDITIONAL INSUREDS”
A.PRIMARY COVERAGE
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
City of Palo Alto General Services Agreement 15 Rev. March 29, 2018
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 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 ANYREASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUINGCOMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTENNOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY ATLEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OFCANCELLATION.
NOTICES SHALL BE EMAILED TO: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6
Certificate Of Completion
Envelope Id: B24F7F9BEA9C4CD1B0A3FC4BB2AC99E6 Status: Completed
Subject: Complete with Docusign: C25190507_Library_eContect_OverDrive_05.30.24_Final.pdf
Source Envelope:
Document Pages: 15 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Lujan, Albert
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Albert.Lujan@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
5/30/2024 12:50:16 PM
Holder: Lujan, Albert
Albert.Lujan@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
Erica Lazzaro
elazzaro@overdrive.com
General Counsel
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 107.10.227.234
Signed using mobile
Sent: 5/30/2024 12:55:55 PM
Viewed: 5/30/2024 2:08:53 PM
Signed: 5/30/2024 2:09:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Greg Farmer
gfarmer@overdrive.com
Chief Financial Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 104.230.2.128
Sent: 5/30/2024 2:09:03 PM
Viewed: 5/31/2024 10:23:35 AM
Signed: 5/31/2024 10:23:55 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
Julie Finklang
Julie.Finklang@CityofPaloAlto.org
Division Head Library Services
Copa
Security Level: Email, Account Authentication
(None)
Sent: 5/31/2024 10:23:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sarah Wilson
sarah.wilson@cityofpaloalto.org
Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 5/31/2024 10:23:58 AM
Viewed: 5/31/2024 10:38:12 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 5/30/2024 12:55:55 PM
Certified Delivered Security Checked 5/31/2024 10:23:35 AM
Signing Complete Security Checked 5/31/2024 10:23:55 AM
Completed Security Checked 5/31/2024 10:23:58 AM
Payment Events Status Timestamps