CC Agreement No. 2022-162
CITY OF CAMARILLO
PROFESSIONAL SERVICES AGREEMENT
With
Library Systems and Services, LLC
for Library Operations
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TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. ............................................................................................. 1 Section 2. Scope and Performance of Services. ................................................................... 1 Section 3. Additional Services and Changes in Services. ..................................................... 2 Section 4. Familiarity with Services and Site. ........................................................................ 2 Section 5. Compensation and Payment. ............................................................................... 3 Section 6. Required Documentation Prior to Performance. ................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. ......................................... 4 Section 8. Cooperation by City. ............................................................................................ 4 Section 9. Project Documents. .............................................................................................. 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ........................................................................ 5 Section 12. Status of Consultant. ............................................................................................ 6 Section 13. Compliance with Applicable Laws. ....................................................................... 6 Section 14. Unauthorized Aliens. ............................................................................................ 7 Section 15. Conflicts of Interest. ............................................................................................. 7 Section 16. Indemnification. .................................................................................................... 7 Section 17. Insurance. ............................................................................................................ 9 Section 18. Assignment. .........................................................................................................9 Section 19. Default; Limitations on Liability. ............................................................................ 9 Section 20. Termination of Agreement. ................................................................................... 9 Section 21. Notices. .............................................................................................................. 10 Section 22. General Provisions. ............................................................................................ 10
Exhibit A – Scope Of Services ................................................................................................ A-1 Exhibit B – Key Personnel & Compensation ........................................................................... B-1 Exhibit C – Insurance .............................................................................................................. C-1 Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of July 1, 2022 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and Library Systems & Services, LLC, a Maryland Limited Liability Company (“Consultant”).
Recitals
A. On January 11, 2011, City and Consultant entered into a Professional Services Agreement (“Initial Agreement”) for the administration and operation of the Camarillo Public Library (“Library”).
B. On January 1, 2016, City and Consultant entered into a subsequent Professional Services Agreement extending the services provided for the administration of operations.
C. Due to the existing relationship between City and Consultant over the past 11 years providing services to patrons at the Camarillo Public Library, the parties desire to enter into a new Professional Services Agreement to supersede all prior Agreements, and any Amendments thereto, further extend oversight of administrative operations.
Section 1. Term of Agreement.
Subject to the provisions of Section 20 (Termination of Agreement), the term of this Agreement will be for a period commencing on the Effective Date and will terminate on June 30, 2032.
Section 2. Scope and Performance of Services.
2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.
2.2 Consultant will furnish all of the labor, technical, administrative, professional, and other personnel, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.
2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.
2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.
2.5 Consultant must obtain City’s prior written approval before utilizing any subconsultants to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.
2.6 Consultant represents that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience, and talent, perform all services described in this Agreement.
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In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. THERE ARE NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2.7 City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement.
2.8 The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.
Section 3. Additional Services and Changes in Services.
3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement unless such additional services are authorized in advance and in writing by City.
3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager or designee with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.
3.3 City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.
All such changes must be authorized in writing and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.
Section 4. Familiarity with Services and Site.
4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state, or federal law to perform the services contemplated by this Agreement and will maintain all required licenses during the performance of this Agreement.
4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.
Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.
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Section 5. Compensation and Payment.
5.1Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by City.
5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.
5.3 At the beginning of each calendar month during the term of this Agreement, Consultant will furnish City with an original invoice for that month's services in accordance with the fee schedule set forth in Exhibit B.
5.4 City will review each invoice submitted by Consultant to determine whether the work performed, and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission.
5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.
5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment.
5.7 City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.
5.8 The Consultant continues to hold for the City, a one-time advancement made to Consultant of $125,000 ("Advance Deposit") under previous Agreement 2015-94, intended to be used as a pre-payment for services. The City desires to have Consultant hold for City under new Agreement No, 2022-162. At the City’s discretion the Advance Deposit will be applied as a credit towards Consultant's final invoice under this Agreement, any other expenditure by the City.
Section 6. Required Documentation Prior to Performance.
6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides City with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) City gives Consultant a written notice to proceed.
6.2 The City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.
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Section 7. Time of Performance; Excusable Delays; Extensions.
7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.
7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state, or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Consultant is delayed by any cause beyond Consultant’s control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with Consultant’s performance of services.
Section 8. Cooperation by City.
City will make available to Consultant without charge, solely for Consultant's use in performing the Scope of Services, all properties, facilities, equipment, collections, supplies, records, files, and data used or useful in the operation of the Library that is in City's possession, custody, or control. In addition, all public information, data, reports, records as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
9.1 All original data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys, and other documents (collectively, “Project Documents”) prepared, developed, or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City acknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to City the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement.
9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City’s prior written approval. All press releases, including graphic display information to be published, must be approved, and distributed solely by City, unless otherwise agreed to in writing by City.
Section 10. Confidential Information; Release of Information.
10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than City without prior written Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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authorization from the City Manager or designee, except as may be required by law.
10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or designee or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
10.3 If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then City will have the right to reimbursement and indemnity from Consultant for any damages, costs, and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.
10.4 Consultant must promptly notify City should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the services performed under this Agreement. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
10.5 All media and press releases, including graphic display information, must be approved, and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.
10.6 Consultant’s technology (including the platform used by Consultant to deliver the services under this Agreement) will be considered the confidential information of Consultant unless such information is in the public domain or already known to City. City will (a) not disclose any such Consultant confidential information to any party other than its employees or consultants who need to access such information under this Agreement and subject to written confidentiality agreements that are protective of Consultant consistent with this Section 10.6, and (b) use such Consultant confidential information solely as needed to receive and use the services provided by Consultant under this Agreement.
Section 11. Consultant’s Books and Records.
11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures, and disbursements charged to City under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.
11.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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or records must be provided directly to City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.
11.3 Where City has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to City, as well as to its successors-in-interest and authorized representatives.
Section 12. Status of Consultant.
12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, will have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, or employees of City.
12.3 Neither Consultant, nor any of Consultant’s officers, employees, or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
13.1 In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the term of this Agreement that apply to the services performed by Consultant.
13.2 Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.
13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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orientation of any such person, except as may be permitted by California Government Code section 12940.
Section 14. Unauthorized Aliens.
Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by City.
Section 15. Conflicts of Interest.
15.1 Consultant covenants that neither Consultant, nor any officer, principal, or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 and following), and California Government Code section 1090.
15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103. Consultant further covenants that it will make no political contributions to any political campaign or initiative affecting the Library or City, and City covenants that it will not make such a request of Consultant to do so.
15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.
15.4 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.
Section 16. Indemnification.
16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section.
Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.
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and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).
16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).
16.5 Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.
16.7 Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.
16.8 In the event of any Claim made against City, may, in its sole discretion, reserve, retain or apply any funds due to Consultant under this Agreement for the purpose of resolving such claim.
16.9 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
16.10 Consultant agrees to obtain executed indemnity agreements with provisions consistent with those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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way act as a waiver of any rights under this Agreement.
16.11The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).
Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.
All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so, approved in writing by the City Manager or designee, or City Attorney.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
Section 19. Default; Limitations on Liability.
19.1 In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed after City provides written notice to Consultant of such default.
19.2 Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
19.3 City’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.
Section 20. Termination of Agreement.
20.1 Either party may terminate this Agreement, with or without cause, at any time by giving at least six months prior written notice of termination to the other party. In the event such notice is given, Consultant must cease all work as of the effective date of termination.
20.2 Either party may terminate this Agreement upon a material breach of this Agreement and a failure to cure such breach upon 30 days prior written notice of termination to the other party.
20.3 Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant’s possession must be returned to City. Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.
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20.4 Consultant acknowledges City’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City’s termination of this Agreement.
Section 21. Notices.
21.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:
To City:
City of Camarillo
PO Box 248
Camarillo, California 93011-0248
Attention: Carmen Nichols, Assistant City Manager
Tel.: (805) 383-5312
Fax: (805) 419-7800
e-mail: [email protected]
To Consultant:
LS&S
2600 Tower Oaks Boulevard, Suite 500
Rockville, Maryland 20852
Attention: Todd Frager, CEO
Tel.: (301) 540-5100 x2226
Fax: N/A
e-mail: [email protected]
21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile, or email. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
21.3 Any party may change its notice information by giving notice to the other party in compliance with this section.
Section 22. General Provisions.
22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.
22.2 Entire Agreement. This Agreement, including the attached Exhibits A through C, is the entire, complete, final, and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and City prior to the execution of this Agreement.
22.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.
22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council or City Manager or designee, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
22.5 Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts.
22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.
22.7 Interpretation. This Agreement will be interpreted, construed, and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
22.8 Severability. If any term, condition, or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement will not be affected, and the Agreement will be read and construed without the invalid, void or unenforceable provision.
22.9 Venue. In the event of litigation between the parties, venue in will be exclusively in a state court in the County of Ventura.
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:
CITY OF CAMARILLO
_________________________________
Greg Ramirez, City Manager
ATTEST:
_________________________________
Kristy Buxkemper, City Clerk
CONSULTANT: LIBRARY SYSTEMS & SERVICES, LLC
By_________________________________
Name: Todd Frager, CEO
By_________________________________
Name: Cullen Donohoe, CFO
Camarillo Business Tax Certificated No. 033768 / Expiration Date 9/30/22_ 07 / 01 / 2022
07 / 01 / 2022
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07 / 01 / 2022
07 / 01 / 2022
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Form Approved January 2018 A-1
EXHIBIT A
SCOPE OF SERVICES
City of Camarillo
Professional Services Agreement for Library Administration and Operations A) Statement of Work:
LS&S will administer the operations of the City's Library, including the accounting for, purchase of, and payment for payroll services and goods and services from vendors for supplies, operational expenditures, and Library Materials (as defined below) and Capital Items (as defined below) sufficient to operate the Library in accordance with the policies and guidelines approved by the City.
LS&S will provide, by and through its own employees, or independent contractors ("LS&S Staff or "Library Staff), any labor LS&S deems necessary for the operation of the Library. The cost of the LS&S Staff will be paid by LS&S and is included in the Operating Budget (as defined below). LS&S will have the sole and absolute right to hire and/or terminate the employment of the Library Staff and volunteers from time to time to perform work under this Agreement. LS&S will provide the appropriate staffing levels to keep the Library open to the public at least 61 hours per week.
The hours of operation of the Library will be as follows, which may change subject to City's approval:
Monday – Thursday 10 a.m.- 8 p.m.
Friday – Sunday 10 a.m.- 5 p.m.
B) Staffing:
1. LS&S will employ qualified Library Staff sufficient to provide services and programs during all hours of Library operations and the necessary orientation and ongoing training and professional development to the Library Staff. LS&S proposes to staff the Library with at least 23 full-time equivalent positions (FTEs). Of these FTEs, six FTEs, including the Library Director, will be professional librarians with MLIS degrees from colleges and universities accredited by the American Library Association.
2. All personnel employed to perform the services necessary to operate the Library and to perform the other functions of the Consultant will be employees of the Consultant which will pay all costs related to their employment. From time to time, actual staffing levels may fluctuate due to normal turnover and attrition. LS&S agrees it will make a good faith effort to recruit and select qualified employees to fill vacancies within a reasonable period of time in order to maintain appropriate and necessary staffing levels. In order to more effectively meet the evolving service needs of the community, from time to time LS&S may create or abolish positions, combine positions, reclassify positions, or modify the organizational structure of the Library Staff, provided the City is given prior written notice and approves in writing such changes.
3. The Library will be closed on some Holidays and other days mutually agreed upon in writing by the City and LS&S.
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4. LS&S agrees to conduct background checks, including a check for criminal and sex offender history, for all employees and volunteers working within the Library facility or for the Library in any capacity as part of its Library Staff.
C) Scope of Services: LS&S will:
1. General - Under the general direction of the City Manager or his designee, administer all aspects of the day-to-day operations of the Library, in accordance with generally accepted practices and principles of the public library profession. Periodically review program development, collections, and community development involvement activities, ensuring that programming, services, and collections are in line with community needs. Comply with all California laws and regulations pertaining to public library services, including, but not limited to, the California Library Services Act. Represent the City at relevant library meetings, including the annual California Library Association State Librarians' Meeting.
2. Every five years, LS&S will update the strategic plan ("Strategic Plan") for the Library, in cooperation with the City, elected and appointed local officials, community stakeholders, and the Library Staff.
Using current professional standards and practice, the Strategic Plan will identify challenges and opportunities for the Library Staff and corresponding strategic responses, including specific, measurable goals and objectives.
This Strategic Plan, when approved by the City, will help govern the direction and focus of the fulfillment of the mission of providing effective and efficient Library service to meet the personal, professional, and lifelong learning needs of the citizens served by the Library.
3. The Strategic Plan will include, but not be limited to, a service needs assessment, a five (5) year forecast of Library maintenance and growth, Library expansion plan if appropriate, Library programming enhancements and/or additions to be phased in as recommended, and a comprehensive identification of technology and Library material needs. Also included with the working documents that include staffing resource requirements and budgetary analysis for each item addressed in the plan. LS&S agrees that the Strategic Plan will be completed on or before December 31, 2022.
D) Community Relations:
1. Develop and maintain effective working relationships with City staff, elected officials, advisory boards, other appointed officials, and community groups such as the Friends of the Library. Be present at all City Council or Library Board of Trustee’s meetings as requested.
2. Develop a marketing plan to promote all Library services to the residents of the City and implement such plan subject to approval of the plan by the City. Effectively disseminate information, and promote use of the Library, resources, and services.
3. Work cooperatively with Library support groups to coordinate Library marketing efforts.
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E) Public Services:
1. Provide prompt, friendly, and accurate assistance in the use of the Library.
2. Provide prompt and accurate circulation, information, and reference services.
3. Provide requested material promptly.
4. Mirror and emulate the City of Camarillo's public service policies.
F) Programming:
Provide high-quality, effective educational, recreational, and cultural programs of interest to all major demographic groups present in the community. Examine current programming and recommend changes as necessary. LS&S will be responsible for all contractual and insurance with contracted performers, educators, and program volunteers.
G) Interlibrary Loan program:
Work with the Southern California Library Cooperative (SCLC) on interlibrary loan arrangements for the Library. Recommend other interlibrary loan arrangements to the City, work to secure such interlibrary loan arrangements. City will be responsible for payment of SCLC membership.
LS&S at their cost, provide Interlibrary Loan (ILL) services accessing and sharing of books from colleges, universities, and other libraries through OCLC WorldCat. OCLC Worldcat is a union catalog that itemizes the collections of tens of thousands of institutions, in many countries collectively maintain bibliograph databases.
H) Adult Literacy: LS&S will:
1. Hire a Literacy Program Coordinator offering free tutoring services at the Library.
2. Recruit, orient, and train Library volunteer tutors to provide one-on-one and small group literacy instruction.
3. Purchase and catalog educational materials for the literacy program.
4. Maintain records and report statistics related to learner attendance and goals achieved and provide such records and statistics to City annually.
5. Supervise Library volunteer tutors and maintain a positive learning environment.
6. Interview adult students, assess their needs, assist them with setting goals, match them with a suitable Library volunteer tutor and monitor the ongoing progress of the pair.
7. Interview Library volunteer tutors, match them with adult learners, assist them with selecting appropriate materials, and assist with developing individualized curriculum.
8. Establish and maintain a materials check-out system for adult literacy program participants.
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I) The Adult Literacy Program Volunteer Tutors will:
1. Receive ample instruction appropriate to individual tutor need, experience and skill level.
2. Be assigned an adult learner and tutor him/her 1 to 4 hours weekly.
3. Support a positive learning environment.
4. Follow directions provided by the Adult Literacy Coordinator.
5. Seek assistance from the Adult Literacy Coordinator to ensure continuous progress for the adult learner.
6. Sign a Library Volunteer Waiver form (all tutors).
J) Business Coordinator Compensation:
1. LS&S will maintain a Business Coordinator for the Russell Fischer Business Library who is tasked with overseeing the development and maintenance of an exemplary business collection. The Coordinator will conduct extensive outreach within the local business community and partner with local business service organizations to ensure that the Russell Fischer Business Library collection and resources are utilized to the advancement of businesses throughout the City.
2. The amounts in the compensation schedule reflect maximum amounts per charge period and maximum monthly amounts including salary, benefits, administrative overhead, and other applicable fees and charges. LS&S will include a separate line item on its monthly invoices for the Business Coordinator position which will equal the actual salary and benefits paid to the Business Coordinator and administrative overhead. Additionally applicable fees and charges will be provided for as a separate line item on the monthly invoices, with supporting invoice(s) of fees or charges.
K) Fiscal Responsibility:
1. Be responsible for the proper administration of the overall Library budget, of which the contracted services are a part.
2. Collect and account for fines and fees, and remit same to the City. All revenues resulting from Library operations and programs will belong to the City.
3. Be the City's principal liaison with the State of California with respect to library statistical reporting and funding matters.
4. Develop and maintain effective and efficient financial procedures.
5. Review all aspects of Library operation and service for efficiency and cost- effectiveness, while making changes as appropriate.
6. Provide the City with annual audited financial statements of the Company to demonstrate fiscal soundness.
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7. Explore supplemental Library funding opportunities, and apply for those which meet the Library's objectives, including but not limited to application and administration services for Federal E-Rate funding.
8. Continue to seek innovative means of adding value to the City at little or no additional cost, including the research of, and application for, grants per Policy 2.03.
9. Make recommendations to the City on fine and fee schedules and investigate and recommend supplemental revenue sources.
10. All Library Staff responsible for handing cash receipts will be trained in and adhere to City cash handing procedures and will be appropriately bonded.
L) Management and Reporting:
1. Prepare and provide quarterly reports to the City, describing Library activities and recommending changes in policies, procedures, and operations as necessary and appropriate in a format acceptable to the City.
2. Prepare and provide timely monthly statistical and financial reports in a form acceptable to the City on Library activities.
3. Prepare and provide a comprehensive report relating to Library services annually. The annual report must be presented to the City of Camarillo Library Board of Trustees by August 30th (ref. Ordinance 1061, Section 2.48.060).
4. Prepare and provide annual statistical reports to the California State Library.
5. At least annually, survey and gather information from Library users for use in Library planning and customer satisfaction.
6. LS&S's Library Director will report to the City Manager or designee, or City Librarian will also serve as Library staff liaison to any Library Board of Trustees, Citizen's Advisory Board, and Friends of the Camarillo Library.
M) Planning and Performance Monitoring:
1. Establish short- and long-term goals and objectives, to be approved by the City, reflecting a course of action that continually improves Library service, and administrative procedures and policies that meet the changing requirements of the Library.
2. Provide core Public Library performance measurements and compile monthly and annual reports to the City regarding the same. California State Library Public Library Statistics will be the minimum reported benchmark measurements.
N) Staff Development and Coaching:
1. Support orientation, training, and professional development of all LS&S Staff.
2. Provide leadership and guidance to maximize LS&S Staff effectiveness in Library operations.
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O) Circulating and Reference Materials.
LS&S has assisted the City in the preparation of a plan regarding short-term collection development, long-term collection development, the evaluation and replacement of material, and an analysis of the relationship of print, non-print and electronic resources in the Library's collection (collectively, "Collection Development Plan"). LS&S will:
1. Review the Collection Development Plan Policy on a regular basis to ensure it continues to reflect community needs. Recommendations for any Plan updates will be made with deference to local input with final decisions on any updates made by City.
2. Provide in-depth collection development and management including utilizing evidenced based selection tools to allocate the materials budget in relation to use patterns, high interest areas, and community needs along with the analysis of the relationship of print, non-print and electronic resources in the Library's collection.
3. Provide ongoing and systematic evaluation and refresh of existing materials and recommend longer term collection growth in relation to the City's financial resources.
P) Facilities and Equipment:
1. Work with LS&S Staff and City officials to ensure effective building maintenance by promptly identifying and reporting problems with the Library facility.
2. City will be responsible for major facility projects and upgrades concerning Library buildings, grounds, building systems, utilities, landscaping, HVAC, lighting, telecommunications, Internet access and will be responsible for any capital improvements at Library facility.
3. City will be responsible for providing routine maintenance, including janitorial services, landscaping, phone, waste removal, recycling, pest control, fire extinguishers, alarms, electricity, gas, water, and sewer services in Library facility.
4. City will be responsible for insuring the Library property, facility, fixtures and furnishings against all perils and risk of loss.
5. City is responsible for providing any security services for the Library and surrounding area as may be desired by City.
6. City is responsible for setting all policies that govern the operations of the Library.
Q) Excluded Services:
LS&S will have no responsibility for administration, purchase or payment of, or any liability or duty to defend claims for:
1. Any Capital Items, which means any capital acquisitions, improvements, or replacements of any of the properties, facilities, equipment, furniture, furnishings, fixtures, or leasehold improvements of the Library, except that such new Capital Items proposed by LS&S for its benefit will be subject to approval by the City and paid for by LS&S.
2. Any amount of costs for unbudgeted repairs, maintenance, and/or upkeep of Capital Items owned by the City.
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3. Any patron accommodations regarding the Library facility required by the Americans with Disabilities Act (ADA) or any similar federal, state or local regulations.
4. Any increases in the minimum wage mandated by federal, state, or local governments following the Effective Date are not included in the operating budget and charges. The City will be responsible for reimbursing LS&S for such increases to maintain current service levels or the Parties have the right to reduce service levels to offset any unfunded mandated increases. The Parties acknowledge and agree that the minimum wage rates specified in Exhibit B of this Agreement shall apply as of the Effective Date.
R) Library Materials and Materials Handling Fee:
On behalf and for the benefit of the City, LS&S will negotiate favorable discounts and prices from Library suppliers for the purchase of all Library materials, which will include books, periodicals, newspapers, microfilms, e-books, electronic database subscriptions, standing orders, audio and video materials and cases, automated reference services, binding, cataloging, and processing costs (collectively, "Library Materials"). The responsibility for adopting Library collection development policies will remain with the City, and all Library Materials selections, in cooperation with the City, will be the responsibility of LS&S.
LS&S uses a centralized Collection Management Team (CMT) comprised of experts with decades of collection management experience and specialty knowledge combined with insights the LS&S proprietary comprehensive collection analytics platform (LibraryIQ). The CMT ensures significant efficiencies, cost savings, expedited materials and enhanced performance through strong back-office processes and vendor relationship management.
LS&S Collection Management services include:
• Acquisition, Cataloging and Processing
• Selection
• Inventory and Weeding
• LibraryIQ Platform
LS&S will place orders with the suppliers and perform the accounting functions related to those orders, including prompt payment of the invoices. In accounting for the cost of the Library Materials, LS&S will include a fee of five percent (5%) of the cost of the Library Materials ordered ("Materials Handling Fee").
S) Special Conditions:
LS&S may purchase goods for use in the management and operation of the Library upon prior written approval of the City. Title to all items purchased by LS&S on behalf of the City will at all times reside in the City. If LS&S furnishes any goods to the City pursuant to this provision, LS&S will use good faith efforts to extend the manufacturer's warranty, if any, to the City. All goods, services, and materials designated within this Agreement are the responsibility of LS&S to procure with approval by the City prior to purchase. Any donations to the Library collected by LS&S will be remitted directly to the City. The City retains discretion as the timing and implementation of any donation requests.
T) LS&S offers to purchase up to $100,000 of technology equipment for the Customer, payable back to LS&S by the Customer up to the remaining duration of the contract at 0% interest.
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Payable in full should the contract terminate for any reason. Repayment terms to be decided by the Customer and LS&S at the time of the purchase.
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EXHIBIT A1
Scope of Service
Information Technology Support
Section 1: Purpose
The purpose of this Exhibit A1 is to set forth additional terms of the Agreement regarding the responsibilities of the City of Camarillo, acting through its Information Services Department Division and LS&S, acting through its employees assigned to operate the Library.
Section 2: Definitions
The words and phrases used in this Exhibit A1 shall have the same meaning as provided in the Agreement and/or Exhibit A to the Agreement. In addition, the following words, phrases, and abbreviations shall have the following meanings:
“ILS” means Integrated Library System.
“IS Department” means City’s Information Services Division.
“IS Director” means City’s Assistant Director of Administrative Services, or designee.
“Library Director” means LS&S’s employee serving in the position of Director of the Library.
“City Provided” means the City will purchase all equipment but LS&S will be responsible for maintaining where applicable.
“Library Staff” means LS&S’s employees, including the Library Director, assigned by LS&S to perform the on-site services provided by LS&S to the City pursuant to this Agreement.
“PC” is the abbreviation used for “personal computer.”
“UPS” is the abbreviation for “uninterruptible power supply”, which is a device that provides battery backup when the electrical power fails or drops to an unacceptable voltage level.
Section 3: Scope and Responsibilities
A) Administration and Management
1. Technology Coordination. The IS Director will meet with the Library Director and the LS&S Technology Representative approximately every six months, at a mutually agreeable date and time, to discuss technology needs, upcoming initiatives and any service or support concerns relating to Library operations.
2. Technology Procurements. City shall be responsible for establishing the appropriate standards and providing update or refreshment schedules for City provided hardware and software. Any non-standard hardware or software request must be justified and approved by the IS Director. City shall be responsible for purchasing and replacing all City-provided computing hardware and associated peripherals, including desktop PC’s, laptops, monitors, mice, keyboards, printers, copiers, fax machines, scanners, etc. LS&S will make available national pricing to the City should the City want to purchase through LS&S.
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3. Vendor service agreements and contracts. LS&S will enter into and maintain applicable service agreements or support contracts on City-provided computer equipment. LS&S will be responsible for maintaining equipment in good working order at all times. Licensing will be appropriate and valid for the Library systems and software. Maintenance agreements and software support agreements will be kept current and accessible for support requirements.
4. Technology planning and budgeting. Library Staff and LS&S IT shall be responsible for preparing a written annual Technology Plan that defines the needs and technology solutions to meet those needs. Library shall solicit and receive comments and suggestions from City staff and other interested parties identified by the City in defining existing problems, necessary changes, and/or desired enhancements to technology services at the Library. LS&S, through the Library Director and LS&S IT, and City, through the IS Director, shall work together to review and define the Library’s technology needs for purposes of long-range planning, development of mid-year and fiscal year budgets and inclusion in the annually updated Technology Plan.
5. Equipment inventory and lifecycle management. The City’s IS Division shall be responsible for maintaining and updating inventories of City-owned technology assets, including the software loaded on all City-owned computers. The IS Division shall be responsible for picking up and properly preparing City-owned equipment for disposal, including a process for ensuring that all data is removed from the equipment. The IS Division will update the inventory and provide inventory revisions to the Library Director upon request.
6. Audit and Review of Third-Party Network Connections. Any third-party systems or connections into the City’s computer network must be pre-approved and will be subject to initial and periodic security review by the City. Any required corrective actions are to be implemented immediately, and closure is to be confirmed by the IS Director.
7. Internet content filtering management. LS&S shall be responsible for:
a) Administering and monitoring the Internet Filter that serves the Library patron computers; and
b) Providing annual support and maintenance costs associated with the filtering software for public terminals.
c) Library computers will be filtered for protection against Web-based threats, such as:
malware, spyware, malicious sites, botnets and key loggers. Computers will be configured to protect against theft, dissemination, and/or use of confidential or personally identifiable information, and unauthorized computer access.
8. Library website and URL namespace. LS&S shall be responsible for the setup and maintenance of the Library’s content on the Library’s web portal. The City will maintain the annual renewal for the Library’s URL namespace. The City shall be responsible for hosting the library website in accordance with service levels outlined below.
9. Support requests. Incidents or requests for support should be reported to the LS&S Help Desk via any of the following means:
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a. User Support Portal - typing in URL in their internet browser (http://helpdesk.lsslibraries.com)
b. Calling - (855)-617-5517
c. Emailing – [email protected]
If the incident is urgent, users should call the Help Desk, rather than using the support portal or emailing LS&S Division support hours being 8:00 A.M. to 8:00 P.M. Monday through Sunday Pacific time (except on holidays). For urgent issues and outages, Library Staff may request IS Division emergency support outside of the standard support hours.
10. Compliance with IT Department policies and procedures. LS&S employees using City- provided computing technology and equipment will be expected to adhere to all City technology usage policies, requirements, and standards.
11. City-provided user and email accounts. LS&S shall be responsible for creation and maintenance of all City domain user accounts and City e-mail accounts. The Library Director will work with LS&S IT after any staff terminations so that user access to core information technology resources can be revoked in a timely manner. To the extent feasible, the Library Director shall inform the LS&S IT in advance of any employment termination date of a Library Staff employee if there is reason to believe the employee whose separation from employment may result in a risk to the condition or security of the hardware, software, or data to which said employee has access. LS&S will make appropriate allowances for LS&S employees’ access to LS&S business systems such as Email, HQ, Timesheets, etc. for the purposes of conducting normal LS&S business operations.
12. Inventory Lists; Support Matrix. IS Division staff and Library Staff and LS&S IT shall coordinate and cooperate in the preparation and maintenance of an inventory list of the hardware, installed software, and other computing technology equipment located in or assigned for use as part of Library operations. The inventory shall set forth the owner or provider of the hardware, software, or equipment. IS Division staff and Library Staff shall also coordinate and cooperate with respect to development of a support matrix relating to the above inventory setting forth the party responsible for obtaining and/or providing support relative to the hardware, software, and/or equipment shown on the inventory. The initial inventory of installed software subject to this Paragraph (12) is agreed to be as set forth in Exhibit 1 to this Exhibit A1.
B) City Facility
1. Security cameras. City is responsible for the configuration and maintenance of the security cameras and associated equipment and network at the Library. Library Staff and the City shall be responsible for reviewing security camera “video” in the event of an incident and contacting law enforcement authorities as appropriate.
2. Technology equipment rooms. The City’s IS Division is responsible for coordinating and working with City’s Facilities Management Department to maintain power, UPS, air conditioning, environmental monitoring of the functioning equipment rooms.
3. Audio visual equipment. LS&S is responsible for providing maintenance and support for all new and existing audio/video, systems in use at the library. Support includes projector lamps, supplies, parts, repairs, preventative maintenance, and any necessary adjustments. LS&S shall be responsible for failures caused by improper operation, cleaning, or maintenance; accidents, damage, misuse, or abuse caused by a LS&S Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
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employee. LS&S will be responsible for providing appropriate documentation and training on the proper usage of the equipment.
C) Library Automation System (Polaris)
LS&S is responsible for providing and supporting the Polaris Integrated Library System (ILS), as well as other automation systems required for effective operation of the Library. LS&S shall be responsible for acquisition, licensing and maintenance of any service/hardware required for the automation systems.
D) Desktop Computing
1. General. All City-owned desktops and laptops will have antivirus and desktop management agents installed, where applicable. Only software provided by or approved by the City shall be loaded on City-owned computers. IS Division staff will not be required to install any additional software provided by LS&S without proof of purchase or a copy of the license agreement. Any computer, server or network hardware provided by LS&S or any third-party must be pre-approved by the IS Division and must adhere to City standards before being connected to City-owned computer hardware or the City’s data network.
Library Staff shall be responsible for ensuring that all City-owned equipment is well maintained, operated in accordance with the manufacturer’s instructions and the City’s direction. LS&S shall be responsible for failures caused by improper operation, cleaning, or maintenance; accidents, damage, misuse, or abuse caused by a LS&S employee.
2. Staff computers. LS&S is responsible for the support of all City-provided computers which are designated for use by Library staff in performing their job functions. Support includes installation of hardware and software, configuration, installation of operating system patches and updates, and troubleshooting of hardware, software, or network connectivity problems. LS&S staff will provide assistance with supported applications which shall include: installation and updating of software; troubleshooting of common problems; and help with basic usage. LS&S staff will help users perform their job functions using computer technology but will not perform those functions for them.
3. Patron computers. LS&S staff is responsible for the support of all City provided computers which are designated for use by library patrons which shall include operating system patches and updates; the troubleshooting of hardware, software, or network connectivity problems. LS&S staff will work in conjunction with Library Staff and IS Division to troubleshoot and resolve any connectivity issues that may be associated with the City- provided data network.
4. Other LS&S owned and provided hardware/software. Library Staff shall be responsible for the support and maintenance of all LS&S-owned or provided hardware and/or software.
E) Server Hardware and Operating Systems
1. City provided Servers. LS&S is responsible for the support of all City-provided servers which are housed at the Library or designated for use by Library Staff or patrons, which shall include: installation, configuration, installation of operating system patches and updates and the troubleshooting of hardware, software, or network connectivity problems.
Library Staff shall be responsible for the licensing, administration and maintenance of the business applications running on this hardware.
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2. LS&S provided Servers. LS&S shall be responsible for acquisition; licensing and maintenance of any LS&S-provided computing system or service. Any computer, servers or network hardware provided by LS&S or any third-party must be pre-approved by the IS Director and adhere to City standards before being connected to City-owned computer hardware or the City’s data network.
F) Telephony, Network, Internet, and Printers
1. City network connectivity (to facility and to staff). LS&S is responsible for the maintenance and operation of all City-provided network equipment, including the configuration, support and maintenance of all routers, switches, firewalls and associated Ethernet and fiber connectivity.
2. Wireless network connectivity. LS&S is responsible for the maintenance and operation of all City-provided wireless network equipment, including the configuration, support and maintenance of wireless access points and associated routers, firewalls, and cabling.
3. City internet connectivity. LS&S is responsible for the maintenance and operation of City- provided internet connectivity, including modems, routers, switches, and associated cabling. As of the Effective Date, City provides internet connectivity for the use of library patrons and Library Staff computers.
4. Telephone system. LS&S is responsible for the maintenance and operation of all City provided voice communications equipment at the Library, including VoIP/PBX equipment, handsets, and associated cabling.
5. Printers and Copiers. LS&S is responsible for the support of all City provided printers and copiers which are designated for use by library patrons and staff. City shall be responsible for the paper, toner, maintenance and repair costs of all printers and copiers for use by library patrons and staff.
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Exhibit 1 to Exhibit A1
Software used in Library: TBD
Software Operational
Responsibility
Financial
Responsibility
Polaris LS&S LS&S
Envisionware PCRes & LPT1* LS&S City
Deep Freeze LS&S Cit y
McAfee Antivirus LS&S Cit y
MS Windows LS&S Cit y
MS Office LS&S Cit y
*or equivalent software
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved January 2018 A-15
Exhibit 2 to Exhibit A1
Service Level Agreements
This section is reserved for guidelines on measurable service level objectives. The intent of service level definition is to understand the expectations for key library and technology services and mechanisms for measurement.
Technology Metrics
The metrics identified are critical to the reliable service delivery and operations of a library.
Measurement
• Response to Troubles or Trouble Tickets – Response to priority 1 issues will be 4 hours after notification. Once issues are acknowledged, the responsible party will act appropriately to resolve the issue. Priority 1 issues will receive the highest response and activity until resolved or downgraded. Responses to lower priority items will be based on acknowledge and assignment of action within a time that is appropriate to the condition or impact.
• Wi-Fi and Circuit Availability – access to communications is critical to normal operations of a library. Patron access to reliable communications is to be maintained at or above 98% availability during normal business/library hours.
• Wi-Fi and Circuit Throughput and bandwidth – Libraries provide a necessary public service to patron and staff via wireless and internet communications. It is expected that these services be monitored and measured to ensure patrons are not experiencing consistent delays and packet latency. As a benchmark, latency to the internet should be under 30 minutes Round Trip delay as measured to the nearest server on a public network. Upload and Download speeds will be appropriate to the size of the library community and will be monitored and adjusted as needed.
• Patron Computers and Printers – access to patron computers, printers, and copies are to be maintained to 98% availability. Patron computers are to be protected by anti-spam and anti-virus and locked down in such a manner as to allow for normal user interaction without allowing installation and modification.
• Staff Computers – access to the LS&S library management systems is critical to the operations of a library. While staff systems have “offline” modes available with limited function, it is expected that all staff computers be maintained and provided at 99% availability. This availability is slightly higher than patron systems due to its role in the library. Updates to operating system are to be reviewed and applied routinely or minimally quarterly.
• Web Systems Availability – access to the library web site will be maintained to 98% availability.
• Security – systems integrity will be protected by firewalls, policies, and physical controls maintained by the City. Filters and changes to virus definitions are to be maintained and updated within 72 hours of release. Critical server updates are to be applied as per vendors release schedule.
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved January 2018 A-16
Definitions
• Priority 1 issue is an out of service condition that impacts library operations and patron activity. • Priority 2 issues are an equipment or process failure that is limited in scope or impact. • Priority 2 issues can be a single system or process being out of service or impaired. • Priority 2 impacts are limited as to scope and service delivery. • Priority 3 issues are minor in scope or limited in span and impact. This can also include items that require order or installation.
• Notification – call, email, text, trouble ticket generation, or conversation indicating an issue. • Response – initial notification and confirmation of an issue. • Resolution – Ticket closure with satisfactory return to normal operations.
END OF EXHIBIT A
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved January 2018 B-1
EXHIBIT B
KEY PERSONNEL & COMPENSATION
1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are: Todd Frager and Jennifer Giltrop.
2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed: $ 22,975,384 + Materials**
COMPENSATION SCHEDULES
Operating Budget
Period
Charges “Operational” Budget
Period Monthly
July 1 - June 30, 2023 $1,889,680 $157,473
July 1 - June 30, 2024 $1,927,473 $160 ,623
July 1 - June 30, 2025 $1,966,023 $163,835
July 1 - June 30, 2026 $2,005,343 $167 ,112
July1 - June 30, 2027 $2,045,450 $170,454
July 1 - June 30, 2028 $2,086,359 $173 ,863
July 1 - June 30, 2029 $2,128,086 $177,341
July 1 - June 30, 2030 $2,170,648 $180 ,887
July 1 - June 30, 2031 $2,214,061 $184,505
July 1 - June 30, 2032 $2,258,342 $188 ,195
**Total cost of Library Materials is not included in the Operating Budget and shall include the Materials Handling Fee. The City will determine the funding annually for Books and Materials.
The total budgeted amount will include sales tax, shipping, processing fees and the LS&S Material Fee. LS&S will invoice the City separately for Library Materials ordered and purchased by LS&S for the Library. Payment will be made on a reimbursement basis following submission of an invoice and documentation of expenditures.
The Operating Budget is contingent on other existing contractual terms, obligations and responsibilities remaining the same except as expressly noted herein.
At least six months before the end of the Term of this Agreement to which the amount of charges have been agreed upon, the parties will begin to negotiate in good faith the amount of charges that will apply to the next Term, if any.
Pricing Notes:
• LS&S will invoice 1/12th per month of the annual price for operations. • Any increases in the minimum wage mandated by federal, state, or local governments are not included in the compensation schedule below beyond December 31, 2022. • All fines & fees, determined solely by the City and collected by the Library, will be remitted to Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved January 2018 B-2
the City.
• Books and Materials funding will be determined annually by City officials**. • Books and Materials expenditures will be invoiced monthly as incurred and will include LS&S’s Material Handling Fee of 5%**.
Compensation Schedules continued next page
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved January 2018 B-3
Adult Literacy
Period
Charges “Adult Literacy” Budget
Period Monthly
July 1 - June 30, 2023 $16,175 $1,348
July 1 - June 30, 2024 $16,499 $1 ,375
July 1 - June 30, 2025 $16,829 $1,402
July 1 - June 30, 2026 $17,165 $1 ,430
July1 - June 30, 2027 $17,509 $1,459
July 1 - June 30, 2028 $17,859 $1 ,488
July 1 - June 30, 2029 $18,216 $1,518
July 1 - June 30, 2030 $18,580 $1 ,548
July 1 - June 30, 2031 $18,952 $1,579
July 1 - June 30, 2032 $19,331 $1 ,611
Business Coordinator
Period
Charges “Business Coordinator” Budget
Period Monthly
July 1 - June 30, 2023 $92,407 $7 ,701
July 1 - June 30, 2024 $94,255 $7,855
July 1 - June 30, 2025 $96,141 $8 ,012
July1 - June 30, 2026 $98,063 $8,172
July 1 - June 30, 2027 $100,025 $8 ,335
July 1 - June 30, 2028 $102,025 $8,502
July 1 - June 30, 2029 $104,066 $8 ,672
July 1 - June 30, 2030 $106,147 $8,846
July 1 - June 30, 2031 $108,270 $9 ,022
July1 - June 30, 2032 $110,435 $9,203
The amounts in the compensation schedules reflect maximum amounts per charge period and maximum monthly amounts including salary, benefits, administrative overhead, and other applicable fees and charges.
LS&S will include a separate line item on its monthly invoices for the Business Coordinator position which will equal the actual salary and benefits paid to the Business Coordinator and administrative overhead. Additionally, applicable fees and charges will be provided for as a separate line item on the monthly invoices, with supporting invoice(s) of fees or charges.
LS&S will include separate line items on its monthly invoices for the Business Coordinator position for all books & materials purchased for the Russell Fischer Business Library collection. In the event the city desires to terminate the operation of the Russell Fischer Business Library or the position of Business Coordinator, the City may terminate the Business Coordinator position and amend the Agreement upon at least 60 days’ prior written notice to LS&S.
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved January 2018 B-4
Information Technology Services
Period
Charges “IT Services” Budget
Period Monthly
July 1 - June 30, 2023 $100,000 $8,333
July 1 - June 30, 2024 $102,000 $8 ,500
July 1 - June 30, 2025 $104,040 $8,670
July 1 - June 30, 2026 $106,121 $8 ,843
July1 - June 30, 2027 $108,243 $9,020
July 1 - June 30, 2028 $110,408 $9 ,201
July 1 - June 30, 2029 $112,616 $9,835
July 1 - June 30, 2030 $114,869 $9 ,572
July 1 - June 30, 2031 $117,166 $9,764
July 1 - June 30, 2032 $119,509 $9 ,959
The Compensation Schedule for IT Services reflect the maximum amounts per charge period and maximum monthly amounts, including overhead benefits and all other applicable fees and charges. Consultant may not exceed such amounts without first obtaining prior written approval from the City. LS&S will include a separate line item on its monthly invoices for the adult literacy services, Business Coordinator, and IT Services.
END OF EXHIBIT B
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved April 2021 C-1
EXHIBIT C
INSURANCE
1. Required Insurance. Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits (combined single)
Commercial General Liability $2,000,000 / $4,000,000 Aggregate Business Automobile Liability $1,000,000
Workers’ Compensation Statutory Requirements
Professional Liability $1,000,000
Cyber Liability $1,000,000
2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross-liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City, its officers, employees and agents, and volunteers. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include both a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement, both in favor of the City, its officers, employees, agents, and volunteers.
5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of City, its officers, employees, agents, and volunteers.
6. Professional Liability (Errors & Omissions) Insurance. The professional liability insurance must cover the services to be performed under this Agreement. The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved April 2021 C-2
through a period not less than three years after the completion of the services required under this Agreement.
7. Cyber Liability Insurance. The cyber liability insurance must include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination, or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required under the Agreement for Consultant to properly perform the services intended. d. Electronic media liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights.
e. Liability arising from the failure to render professional services If coverage is maintained on a “claims-made” basis, Consultant must maintain such coverage for an additional period of three years following termination of the Agreement.
8. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on- behalf” basis, with defense costs payable in addition to policy limits. There may be no cross- liability exclusion precluding coverage for claims or suits by one insured against another.
The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of City. The scope of coverage provided is subject to approval of City following receipt of the required proof of insurance.
9. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City. In no event may any required insurance policy have a deductible, self- insured retention, or other similar policy provision in excess of $50,000 without prior written approval by City in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City’s additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs, or settlements up to the amount of such deductibles or self-insured retentions.
10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Form Approved April 2021 C-3
certified copies of policies as may reasonably be required by City. These certificates of insurance and endorsements must be in a form approved by the City’s legal counsel.
Consultant must maintain current certificates and endorsements on file with City during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to City by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the City with at least 30 days’ prior written notice of the applicable changes. City reserves the right to require complete, certified copies of all required insurance policies at any time.
11. Failure to Maintain Required Insurance. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense, and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement.
12. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant, or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses.
13. Required Insurance for Subconsultants/Subcontractors. Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
14. Right to Revise Insurance Specifications. City reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change. If such change results in substantial additional cost to Consultant, the parties may renegotiate Consultant’s compensation.
15. Timely Notice of Claims. Consultant must give City prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.
END OF EXHIBIT C
Doc ID: 7a2c021c4dcfd862284d58349d4f2e39710b7888
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Audit Trail
Title
File Name
Document ID
Audit Trail Date Format
Status
PSA for Library Operations - Camarillo Public Library
2 - Professional ...FINAL 6-22-22.pdf
7a2c021c4dcfd862284d58349d4f2e39710b7888
MM / DD / YYYY
Signed
07 / 01 / 2022
17:26:27 UTC
Sent for signature to Todd Frager
([email protected]) and Cullen Donohoe
([email protected]) from
[email protected]
IP: 47.176.217.204
07 / 01 / 2022
17:58:20 UTC
Viewed by Todd Frager ([email protected])
IP: 174.204.129.183
07 / 01 / 2022
17:58:35 UTC
Signed by Todd Frager ([email protected])
IP: 174.204.129.183
07 / 01 / 2022
18:08:03 UTC
Viewed by Cullen Donohoe ([email protected]) IP: 47.27.12.201
07 / 01 / 2022
18:09:33 UTC
Signed by Cullen Donohoe ([email protected]) IP: 47.27.12.201
The document has been completed.
07 / 01 / 2022
18:09:33 UTC
Doc ID: c9d2ded4ef8dcdde3635911980692bbe4cff4482
Audit Trail
Title
File Name
Document ID
Audit Trail Date Format
Status
PSA for Library Operations - Camarillo Public Library
2022-162 PSA Libr...22 to 6-30-32.pdf
c9d2ded4ef8dcdde3635911980692bbe4cff4482
MM / DD / YYYY
Signed
07 / 01 / 2022
18:18:14 UTC
Sent for signature to Greg Ramirez
([email protected]) and Kristy Buxkemper
([email protected]) from
[email protected]
IP: 47.176.217.204
07 / 01 / 2022
18:34:34 UTC
Viewed by Greg Ramirez ([email protected])
IP: 47.176.217.204
07 / 01 / 2022
18:35:32 UTC
Signed by Greg Ramirez ([email protected])
IP: 47.176.217.204
07 / 01 / 2022
20:19:29 UTC
Viewed by Kristy Buxkemper ([email protected]) IP: 47.176.217.204
07 / 01 / 2022
20:19:49 UTC
Signed by Kristy Buxkemper ([email protected]) IP: 47.176.217.204
The document has been completed.
07 / 01 / 2022
20:19:49 UTC