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HomeMy WebLinkAboutStaff Report 2409-3469CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, November 18, 2024 Council Chambers & Hybrid 5:30 PM     Agenda Item     3.Approval of General Services Contract Number C25192518 with Califa Group in an Amount Not to Exceed $330,000 to Provide Procurement of Discounted Library Products for a Period of Three (3) Years; CEQA status – not a project. Consent Questions City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Library Meeting Date: November 18, 2024 Report #:2409-3469 TITLE Approval of General Services Contract Number C25192518 with Califa Group in an Amount Not to Exceed $330,000 to Provide Procurement of Discounted Library Products for a Period of Three (3) Years; CEQA status – not a project. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract No. C25192518 (Attachment A), with Califa Group, to provide consortium/broker service that provides procurement of discounted library products for a term of three years and a total amount not-to-exceed $330,000. BACKGROUND In 2003, Califa Group was founded as a nonprofit library membership consortium with initial funding from California State Library. Califa is the only library consortium open to all public libraries in California. There are currently more than 230 member libraries. Califa acts as a broker between these libraries and approximately 75 different library vendors. Califa negotiates discounted group pricing for the products sold by these library vendors (primarily e-content products such as e-books, e-audiobooks, streaming video, streaming music, databases, and e- learning products). Palo Alto City Library (PACL) has been a member of Califa since Fiscal Year 2006. In Fiscal Year 2023, PACL established a two-year contract with Califa, which will expire on December 31, 2024. This contract was for $80,000 annually, totaling $160,000 over two years. Staff seeks to establish a new three-year contract for a total of $330,000 from January 1, 2025, through December 31, 2028. ANALYSIS E-content is popular with PACL patrons. In the last year, usage of e-content increased by 37.5% from the previous year. Califa provides PACL with many of our most popular e-content offerings including: •Research databases used by students for homework and anyone looking for reliably sourced information: A to Z, Gale, Ebsco, Proquest and Oxford •Genealogy tools: HeritageQuest and Ancestry •Language learning: Mango Languages •Museum passes: Discover & Go •News: Wall Street Journal •Technology ebooks: O’Reilly •Career development and training: LinkedIn Learning •Comics for all ages: Comics Plus •Craft workshops and classes: Creative Bug Califa’s brokering service provides discounted group pricing that is on average 10-15% lower than what the City would pay if we purchased directly from the vendors. Some of these products are only available through Califa. Vendors such as Wall Street Journal have established licensing agreements with Califa that are specific to libraries. PACL is only able to make the digital version of Wall Street Journal available to its patrons by purchasing it from Califa. Recently, the California State Library experienced significant budget reductions. As a result, public libraries lost state funded access to popular eLearning products, including LinkedIn Learning. Califa has negotiated discounted agreements with LinkedIn that will allow PACL to continue to provide uninterrupted access to this popular resource to the Palo Alto community Califa is the only consortium that offers this brokering service in which PACL is eligible for membership. Library consortiums typically limit membership to specific types of libraries and/or a specific geographic area. Other examples of library consortia include the Statewide California Electronic Library Consortium which serves academic, research and medical institutions, and the Southern California Library Cooperative which serves public libraries in Los Angeles and Ventura Counties. When researching alternatives, staff did not locate a comparable service that is accessible to the Palo Alto City Library. As a result, an exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360(d) was approved by the City Manager. FISCAL/RESOURCE IMPACT Funding for the first year of this contract is available in the Library Department's Fiscal Year 2025 Adopted Budget. An additional appropriation of $30,000 per year is needed for years two and three of this contract and will be included in the Fiscal Year 2026 base budget, and will be subject to Council approval of the Fiscal Year 2026 budget. 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: Califa Group Contract C25192518 APPROVED BY: Gayathri Kanth, Library Director City of Palo Alto General Services Agreement 1 Rev. Oct 16,2024 CITY OF PALO ALTO CONTRACT NO. C25192518 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 18th day of November, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CALIFA GROUP, a California Non-Profit, located at 330 Townsend Street, San Francisco, CA 94107, Telephone Number: (415) 239-2289 (“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 January 1, 2025 to December 31, 2028 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 2 Rev. Oct 16,2024 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: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Three Hundred Thirty Thousand dollars ($330,000.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of dollars ($ ) 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. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; 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 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 3 Rev. Oct 16,2024 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 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. 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 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 4 Rev. Oct 16,2024 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) 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 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 5 Rev. Oct 16,2024 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. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, 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 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. Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 6 Rev. Oct 16,2024 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 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 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 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 7 Rev. Oct 16,2024 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 ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager 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, computations, and other material or products, 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 assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. 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 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 8 Rev. Oct 16,2024 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, 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 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 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 9 Rev. Oct 16,2024 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 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. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 10 Rev. Oct 16,2024 City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 11 Rev. Oct 16,2024 If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. 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 CALIFA GROUP _________________________ By________________________________ City Manager or Designee Name _____________________________ Title_______________________________ Telephone: _________________________ Approved as to form: ___________________________ City Attorney or Designee Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 Member Services and Outreach Manager, Califa Group Kathy Kosinski City of Palo Alto General Services Agreement 12 Rev. Oct 16,2024 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. Vendor shall provide access to digital resources (e-resources) that Palo Alto City Library specifies from among their product offerings. As of October 2025, Califa offers 75 products. Of that, Library’s products are: Ancestry Library Edition, ProQuest , AtoZ Databases, BookFlix, Comics Plus All-Access Package, Creativebug for Libraries, EBSCO Database Package, Gale Database Package, Discover & Go, EBSCO Discovery Service, HeritageQuest, LinkedIn Learning, LOTE Online for Kids, Mango Languages, O'Reilly for Public Libraries, Oxford Reference Center, Wall Street Journal Public Library Access. Within the duration of this contract, Palo Alto City Library may avail itself to different products that Califa offers. Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 13 Rev. Oct 16,2024 EXHIBIT B SCHEDULE OF PERFORMANCE NOT APPLICABLE CHOOSE ONE OF THESE ALTERNATIVES TO DESCRIBE SCHEDULE: Alternative 1. CONTRACTOR shall perform the Services according to the following schedule: Alternative 2. CONTRACTOR shall perform the Services so as to complete each task within the time period specified below. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONTRACTOR and CITY so long as all work is completed within the term of the Agreement. Upon request CONTRACTOR shall provide a detailed schedule of work consistent with the schedule below. Task Complete ___ Days or (Describe task) ___ Weeks From NTP 1. 2. 3. 4. 5. 6. Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 14 Rev. Oct 16,2024 EXHIBIT C SCHEDULE OF FEES Product Vendor Subscription Start Subscription End Total Custom eResource Bundle Califa 01/01/2025 12/31/2026 $ 100,000.00 Custom eResource Bundle Califa 01/01/2026 12/31/2027 $ 112,000.00 Custom eResource Bundle Califa 01/01/2027 12/31/2028 $118,000.00 Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 15 Rev. Oct 16,2024 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 REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 City of Palo Alto General Services Agreement 16 Rev. Oct 16,2024 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 NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE EMAILED TO: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: 53171C27-576C-4720-845C-2741CE811755 Certificate Of Completion Envelope Id: 53171C27576C4720845C2741CE811755 Status: Completed Subject: Complete with Docusign: C25192518 Digital Subscription CALIFA.pdf Source Envelope: Document Pages: 16 Signatures: 1 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 10/22/2024 2:53:47 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 Kathy Kosinski kathy@califa.org Member Services and Outreach Manager, Califa Group Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 23.93.73.129 Sent: 10/22/2024 3:00:31 PM Resent: 10/23/2024 7:45:24 AM Viewed: 10/23/2024 9:13:36 AM Signed: 10/23/2024 9:13:56 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 Sarah Wilson sarah.wilson@cityofpaloalto.org Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 10/23/2024 9:13:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Celeste Wong celeste.wong@cityofpaloalto.org Administrative Assistant City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 10/23/2024 9:13:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Julie Finklang Julie.Finklang@CityofPaloAlto.org Division Head Library Services Copa Security Level: Email, Account Authentication (None) Sent: 10/23/2024 9:13:59 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 10/22/2024 3:00:31 PM Envelope Updated Security Checked 10/23/2024 7:45:18 AM Certified Delivered Security Checked 10/23/2024 9:13:36 AM Signing Complete Security Checked 10/23/2024 9:13:56 AM Completed Security Checked 10/23/2024 9:13:59 AM Payment Events Status Timestamps Dear Mayor and Council Members, On behalf of City Manager Ed Shikada, please see staff responses below for questions from Council Member Tanaka on the Tuesday, November 18 Council Meeting. Item 3: Approval of General Services Contract Number C25192518 with Califa Group in an Amount Not to Exceed $330,000 to Provide Procurement of Discounted Library Products for a Period of Three (3) Years; CEQA status – not a project. 1. Given that the contract commits the library to Califa as the sole vendor for digital resources, citing them as the only eligible consortium for our needs, what specific research was conducted into alternative consortia or vendors to justify this reliance? As consortia and vendor options in the digital content space evolve quickly, were other providers reviewed to ensure we obtained the best cost and service quality for resources like LinkedIn Learning and the Wall Street Journal? Staff response: Califa is not the sole vendor for digital resources. Palo Alto City Library (PACL) can and does purchase digital resources from a number of vendors. Califa is a Digital Resources Broker that negotiates pricing agreements and group purchases with approximately 75 vendors. Califa is the only consortium that offers this brokering service in which PACL is eligible for membership. Library consortiums typically limit membership to specific types of libraries and/or a specific geographic area. When researching alternatives, staff did not locate a comparable service that is accessible to the Palo Alto City Library. Califa negotiates discounted prices that provide a savings of 10 – 15 % when compared to the price of purchasing directly from the vendor. The user experience and service quality for these digital resources is identical regardless of whether they are purchased via Califa or directly from the vendor with the only exception being the Wall Street Journal which chooses to provide its full digital edition to Califa customers but only select content to direct purchasers. 2. With the rapid evolution of the digital content market, a three-year commitment could limit the library's ability to access new resources or better-priced alternatives that may become available. Does this contract with Califa include any provisions for adding or adapting to new e-resources mid-term? If not, why were shorter contracts, such as annual agreements or contracts with built-in review periods, not considered to keep our digital offerings flexible and responsive to new technology? Staff response: The contract is completely flexible with regards to which resources are purchased. Each of the digital resources purchased from Califa has an annual renewal period. When a resource comes up for renewal we can opt not to renew and/or to purchase a different resource. Califa regularly negotiates agreements with new vendors and notifies member libraries when it has done so. Multiyear agreements provide stability and continuity in contractual relationships recognizing the administrative cost and time involved with procurements. 3. Some residents may need additional support to access digital resources due to limited digital skills, requiring staff assistance and possibly additional training programs. What additional costs might the library face to ensure staff are trained and that digital literacy programs are available to support residents in using these resources? Were these potential costs included in the budget, and if not, could unanticipated expenses in these areas impact the library’s allocated funds? Staff response: PACL offers residents multiple options for receiving staff assistance with digital resources. More information on these resources can be found on the library’s eHelp page. Digital resource vendors typically offer demos and training to staff free of charge, as well as training materials and support for patrons, included in the price of the product. Therefore, we do not anticipate additional expenses for training and support. 4. Given Palo Alto’s commitment to sustainability, it’s important to consider the environmental impacts of Califa’s operations, especially since digital services involve data storage and energy use that contribute to carbon footprints. How do Califa and its partnered vendors align with the city’s environmental standards, particularly regarding sustainable practices in data management and energy consumption? If Califa’s operations aren’t aligned with our sustainability goals, what leverage does the city have within this contract to address this impact? Staff Response: PACL has previously contracted with Califa. Califa agreed to the City’s Environmental Purchasing Policy in the previous contract and will do so in the new contract as well. 5. Since this contract’s funding for years 2 and 3 is contingent on future Council approvals, a lack of funding approval could lead to resource interruptions for library patrons. If funding is not approved for future years, what contingency plans are in place to prevent disruptions, and has the library considered shorter contracts or more flexible options to adapt more easily to potential budget changes? Staff response: Contingency plans for lack of funding approval are usually to seek alternative funding sources and/or to consider making changes to library programs and services that would align with the reduced funding amounts and Council budget direction. Also note the response to Question #2.