City of Palo Alto General Services Agreement 1 Rev. March 29, 2018
CITY OF PALO ALTO CONTRACT NO. C25190507
GENERAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into on the 10th day of June, 2024, by and between the CITY OF PALO ALTO, a California c hartered municipal corporation (“ CITY”), and OVERDRIVE, Inc. a Delaware corporation, located at One OverDrive Way, Cleveland, Ohio 44125, Telephone Number: (216) 573-6886 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows:
1. SERVICES. CONTRACTOR shall provide or furnish the services ( the “Services”) described in the Scope of Services, attached at Exhibit A.
Optional On -Call Provision (This provision only applies if checked and only applies to on-call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section
5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement:
“A” - Scope of Services
“B” - Schedule of Performance
“C” – Schedule of Fees
“D” - Insurance Requirements
CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.
3 . TERM.
The term of this Agreement is from July 1, 2024, to June 30, 2026, with an option to extend one year, inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. The optional third year shall be subject to mutual agreement and a written amendment to this Agreement.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 2 Rev. March 29, 2018
4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance wi th the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement.
5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:
The total maximum lump sum compensation of dollars ($ ); OR
The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR
A sum calculated in accordance with the fee s chedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Two Hundred Thousand dollars ($200,000.00).
CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.
CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee.
CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.
6. COMPENSATION DURING ADDITIONAL TERMS.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 3 Rev. March 29, 2018
CONTRACTOR’S compensation rates for each additional term shall be the same as the original term, OR
CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement.
7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “ 9204 P ublic Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind . Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”.
This project is a 9204 Public Works Project and is required to comply with the claim’s procedures set forth in Appendix __, attached hereto and incorporated herein.
OR
This project is not a 9204 Public Works Project.
8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is : Julie Finklang, Dept.: Library, Telephone: (650) 329-2517. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms an d conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits.
B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing o r certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications.
CONTRACTOR shall perform all work in accordance with generally accepted business pract ices and performance standards of the industry, including all federal, state, and local operation and safety regulations.
C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement.
D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors.
E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business.
F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders.
G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Cityw ide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 5 Rev. March 29, 2018
hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.
H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are rem oved, payment shall be made for amounts withheld because of them.
I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accept ed business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpo se intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement.
J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement.
K. Intentionally omitted.
L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, provided that City provides CONTRACTOR thirty (30) days ’ prior written notice, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records per taining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 6 Rev. March 29, 2018
books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement.
M. NO IMPLIED WAIVER. No pay ment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement.
N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self- insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or othe r evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each su bcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement.
O. HOLD HARMLESS. To the fullest ext ent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the CONTRACTOR’S performance of this Agreement.
CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 7 Rev. March 29, 2018
liability arising f rom the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement.
P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, a ge, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person.
CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Pa lo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
Q. WORKERS' COMPENSATION . CON TRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services.
R. TERMINATION. The City Manager may terminate this Agreement without cause by giving thir ty (30) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, City Manager shall inform CONTRACTOR of its failure to perform such material obligations and allow CONTRACTOR thirty (30) days to cure its breach of obligations. If CONTRACTOR is not able to cure its breach of its material obligations under this Agreement after thirty (30) days, the City Manager, in addition to all other remedies provided by law, m ay terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, and computations, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY.
S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018
assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the mutual written consent of CITY and CONTRACTOR.
T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreemen t, it will not employ any person having such an interest. CONTRACTOR certifies that no C ITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement . CONTRACTOR agrees to advise CITY if any conflict arises.
U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California.
V. ENTIRE AGREEMENT. This Agreement, including all exhibits, and the OverDrive Library Participation Form for Northern California Digital Library Consortium signed by City on November 19, 2020 represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement.
Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written.
W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CON TRACTOR shall comply with CITY ’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Division, which are incorporated by reference and may be amended from time to time.
CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY ’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018
composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements:
• All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwi se approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post -consumer material and printed with vegetable-based inks.
• Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to , Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
Z. PREVAILING WAGES
This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
OR
Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft , classification, or type of worker needed to execute the Agreement for this Project from the Director of the DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 10 Rev. March 29, 2018
Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Section s 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.
BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO OVERDRIVE
___________________________________ By________________________________________ City Manager or Designee
Name _____________________________________
Title_______________________________________
_____________________________________ By________________________________________ Approved as to form:
Name______________________________________
City Attorney or Designee Title_______________________________________
EXHIBIT A
SCOPE OF SERVICES
• CONTRACTOR provides a series of services and digital content materials that enable public libraries to lend popular audiobooks, eBooks, streaming video and music, digital magazines and other digital content via the Palo Alto City Library’s website on a single platform.
• CONTRACTOR offers a catalog of over 5 million titles in over 100 languages. • CONTRACTOR provides an easy-to-use administrative portal, OverDrive Marketplace, that simplifies content selection, purchase, usage statistics and activity tracking via real-time reporting features available 24/7/365.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 Erica Lazzaro
General Counsel
Chief Financial Officer
Greg Farmer
City of Palo Alto General Services Agreement 11 Rev. March 29, 2018
• CONTRACTOR provides training is at no additional cost, both virtually and on site, in person.
• CONTRACTOR provides customized website, complete with a logo and custom colors, social media graphics and customized marketing materials. • CONTRACTOR provides user friendly apps for accessing digital content including:
o Libby (digital library app for public libraries, corporations, and colleges), o Kanopy (video streaming for all groups).
• CONTRACTOR provides support for wide variety of devices including:
o Windows devices
o Mac, iOS devices (iPad, iPod, iPhone)
o Android devices
o Chromebooks
o all generations of the Amazon Kindle- exclusively available from OverDrive o Kobo ereaders
o Nook tablets and ereaders
o Adobe-compatible ereaders
• CONTRACTOR provides quality MARC records and APIs to integrate ebook, audiobook, and magazine content into ILS and discovery platforms.
• CONTRACTOR supports the Palo Alto City Library’s membership in the Northern California Digital Library consortium by providing the ability for patrons to access all content purchased by the consortium as well as the content purchased from the Library’s private Overdrive Advantage account.
• CONTRACTOR provides websites and apps that support screen readers, keyboard navigation, voice control, and other assistive technologies and accessibility features. • CONTRACTOR provides customizable digital book lending policies to manage access and usage of materials.
• CONTRACTOR provides a dedicated Digital Content Librarian to assist with supplier selection.
• CONTRACTOR offers a variety of standing order plans for fiction, non-fiction, adult, and children’s titles and will allow plans to be set up by frequency, price, number of titles, genre, specific publisher and other factors as well as custom specifications. • CONTRACTOR offers flexible purchasing options and multiple lending models. CONTRACTOR offers a user interface in multiple world languages.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 12 Rev. March 29, 2018
EXHIBIT B
SCHEDULE OF PERFORMANCE
CHOOSE ONE OF THESE ALTERNATIVES TO DESCRIBE SCHEDULE:
Alternative 1.
CONTRACTOR shall perform the Services according to the following schedule:
Year One Services: July 1, 2024 – June 30, 2025
Year Two Services: July 1, 2025 – June 30, 2026
Optional Year Three: July 1, 2026 – June 30, 2027
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 EX
HIBIT C
SCHEDULE OF FEES
CH
OOSE ONE OF THE FOLLOWING TYPES OF STANDARD
COMPENSATION LANGUAGE AND MODIFY AS NECESSARY
ALTERNATIVE 1. Compensation based upon deliverables
CITY shall compensate CONTRACTOR for performance of the Services according to the following schedule, with the maximum amount of compensation not to exceed the amount stated in Sections 5 and 6 of this Agreement:
YEAR ONE July 1, 2024 – June 30, 2025 $100,000.00
YEAR TWO July 1, 2025 – June 30, 2026 $100,000.00
TWO YEAR TOTAL $200,000.00
Optional Three-Year Total July 1, 2026 – June 30, 2027 $100,000.00 THREE YEAR TOTAL $300,000.00
A
ll Payments are based upon CITY’s acceptance of CONTRACTOR’s performance of the phase as evidenced by successful completion of the Deliverable for that Phase. C ITY shall have no obligation to pay unless CONTRACTOR has successfully completed and CITY has approved the Project Phase for which payment is due.
T
he maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts stated in Sections 5 and 6 of the Agreement . Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 EX
HIBIT D
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM
OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR
HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AW
ARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
P
ROPERTY DAMAGE
B
ODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$
1,000,000
$
1,000,000
$1,000,000
$
1,000,000
$
1,000,000
YE
S AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
P
ROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$
1,000,000
$
1,000,000
$1,000,000
$1,000,000
$1,000,000
$
1,000,000
$
1,000,000
NO
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT
ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND
EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE
INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSUL TANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. I
NSURANCE COVERAGE MUST INCLUDE:
A C
ONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. E
NDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 City of Palo Alto General Services Agreement 15 Rev. March 29, 2018
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
T
HE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED
AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. I
F THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY
REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. I
F THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, TH E ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
N
OTICES SHALL BE EMAILED TO: [email protected] DocuSign Envelope ID: B24F7F9B-EA9C-4CD1-B0A3-FC4BB2AC99E6 Certificate Of Completion
Envelope Id: B24F7F9BEA9C4CD1B0A3FC4BB2AC99E6
Status: Completed
Subject: Complete with Docusign: C25190507_Library_eContect_OverDrive_05.30.24_Final.pdf Source Envelope:
Document Pages: 15
Signatures: 2
Envelope Originator:
Certificate Pages: 2
Initials: 0
Lujan, Albert
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
5/30/2024 12:50:16 PM
Holder: Lujan, Albert
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Erica Lazzaro
[email protected]
General Counsel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.10.227.234
Signed using mobile
Sent: 5/30/2024 12:55:55 PM
Viewed: 5/30/2024 2:08:53 PM
Signed: 5/30/2024 2:09:01 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Greg Farmer
[email protected]
Chief Financial Officer
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.230.2.128
Sent: 5/30/2024 2:09:03 PM
Viewed: 5/31/2024 10:23:35 AM
Signed: 5/31/2024 10:23:55 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Julie Finklang
[email protected]
Division Head Library Services
Copa
Security Level: Email, Account Authentication
(None)
Sent: 5/31/2024 10:23:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events
Status
Timestamp
Sarah Wilson
[email protected]
Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 5/31/2024 10:23:58 AM
Viewed: 5/31/2024 10:38:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
5/30/2024 12:55:55 PM
Certified Delivered
Security Checked
5/31/2024 10:23:35 AM
Signing Complete
Security Checked
5/31/2024 10:23:55 AM
Completed
Security Checked
5/31/2024 10:23:58 AM
Payment Events
Status
Timestamps