Agenda packet, regular meeting — San Mateo City Council, August 15, 2022 (part 2 of 3)

AGREEMENT WITH CELLEBRITE, INC. FOR SOFTWARE AS

A SERVICE
This Agreement made and entered into this day of ________, 2022 by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and CELLEBRITE, INC., ("CONTRACTOR"), whose address is 7 Campus Drive, Suite 210, Parsippany, NJ 07054.

RECITALS:

A.CITY desires certain software from CONTRACTOR, including selected add-ons and plug-ins (the “Service”) service hereinafter described.

B.CITY desires to engage CONTRACTOR to provide this Software as a Service Agreement (“SAAS”) by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement, which is attached to and made a part of this Agreement.

SECTION 2 - DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONTRACTOR represents that it is qualified to furnish the services described under this Agreement.

CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR.

CONTRACTOR will provide real-time information to enable CITY to monitor CITY compliance with the state Public Records Act.

CONTRACTOR will provide the Purchased Services only in accordance with applicable laws and government regulations.

During the period of the CITY subscription CONTRACTOR will not override, change or destroy any archived copy except in connection with migrating the archive to another storage device and, then, only after a copy has been placed on the storage device to which the archive is being migrated.

SECTION 3 - DUTIES OF CITY

173 of 461

Software as Services Agreement
Rev 2/22

Page 2 of 12 ends

CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR'S work.

SECTION 4 – TERM
CONTRACTOR will deliver technical support, assistance, maintenance and similar support on the Program relating to technical issues outside the Customer´s own IT environment (second and third level support).

The Service to be performed under this Agreement shall take effect on the date of the acceptance of this SAAS by the Customer and runs until terminated in accordance with the terms in this SAAS.

SECTION 5 - PAYMENT
The CITY agrees to pay $92,715.35 USD to CONTRACTOR for Service provided between August 15, 2022 and August 14, 2023. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR the Pricing and Payment Terms agreed upon directly between the CITY and the CONTRACTOR or in the event of direct sales from CONTRACTOR to Customer, by CONTRACTOR.

SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work under this Agreement for any reason, upon ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

Upon termination and upon CITY's payment of the amount required to be paid, documents become the property of CITY, and CONTRACTOR shall transfer them to CITY upon request without additional compensation.

SECTION 7 - OWNERSHIP OF DOCUMENTS
All documents prepared by CONTRACTOR in the performance of this Agreement are and shall be the property of CITY, whether the project for which they are made is executed or not.

SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this SAAS are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.

174 of 461

Software as Services Agreement
Rev 2/22

Page 3 of 12 ends

SECTION 9 - INTEREST OF CONTRACTOR
CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

SECTION 10 - CONTRACTOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.

SECTION 11 – INDEMNITY
CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents, from and against any and all claims arising out of CONTRACTOR’s performance of this Agreement. This duty to indemnify excludes claims arising out of 1) CITY’s sole negligence or willful misconduct or 2) third party acts or omissions.

With regards to intellectual property rights, contractor shall defend city against any claim, demand, suit, or proceeding (“claim”) made or brought against you by a third party alleging that the use of the services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify city for any damages finally awarded against, and for reasonable attorney’s fees incurred by, city in connection with any such claim; provided, that city(a) promptly give contractor written notice of the claim; (b) give contractor sole control of the defense and settlement of the claim (provided that we may not settle any claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance, at our expense.

CONTRACTOR’S entire liability and CITY’s exclusive remedies against CONTRACTOR for any damages caused by any product or software defect or failure, or arising from the performance or non-performance of any obligation under the Agreement, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by CONTRACTOR, CITY’s direct damages; and
ii. For all other claims, CONTRACTOR’s liability shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid by CITY to CONTRACTOR during the twelve (12) month period that immediately preceded the event that gave rise to the applicable claim.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR

REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES

HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

175 of 461

Software as Services Agreement
Rev 2/22

Page 4 of 12 ends

SECTION 12 - INSURANCE
CONTRACTOR shall procure and maintain for the duration of the contract the insurance specified in Exhibit B to this Agreement
SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY. Such consent shall not be unreasonably withheld.

SECTION 14 - RELIANCE UPON SKILL OF CONTRACTOR
It is mutually understood and agreed by and between the parties hereto that CONTRACTOR is skilled in the performance of the work agreed to be done under this Agreement and that CITY relies upon the skill of CONTRACTOR to do and perform the work in the most skillful manner, and CONTRACTOR agrees to thus perform the work. The acceptance of CONTRACTOR's work by CITY does not operate as a release of CONTRACTOR from said obligation.

SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $2000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $2000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $2000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 17 - NON-DISCRIMINATION
CONTRACTOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONTRACTOR nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

176 of 461

Software as Services Agreement
Rev 2/22

Page 5 of 12 ends

SECTION 18 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY's request if litigation is brought against CITY in connection with CONTRACTOR's services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTOR's wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTOR's standard hourly rates at the time of actual testimony.

SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: City of San Mateo
Ed Barberini, Chief of Police
200 Franklin Parkway
San Mateo, CA 94403
To CONTRACTOR: Cellebrite, Inc.

Zach Cohen
Vice President of SLED
7 Campus Drive, Suite 210,
Parsippany, NJ 07054
SECTION 21 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.

177 of 461

Software as Services Agreement
Rev 2/22

Page 6 of 12 ends

SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

SECTION 23 – OPERATING STABILITY
The CONTRACTOR’S obligation for operating stability is as set out in Exhibit A.

The CONTRACTOR strives for the best operational stability possible, but is not responsible for breakdowns or malfunctions, including operational malfunctions caused by factors beyond CONTRACTOR's control, unless accepted in Exhibit A.

SECTION 24 - PROPRIETARY RIGHTS
Reservation of Rights. Subject to the limited rights expressly granted hereunder, CONTRACTOR reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to CITY hereunder other than as expressly set forth herein.

Restrictions. CITY shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, create derivate works based on the Services, (ii) copy, frame or mirror any part or content of the Services, other than copying or framing on CITY own intranets or otherwise for CITY own internal business purposes, (iii) reverse engineer the Services, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

Ownership of Your Data. As between CONTRACTOR and CITY, CITY exclusively own all rights, title and interest in and to all of CITY Data
Suggestions. CONTRACTOR shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by CITY, relating to the operation of the Services.

SECTION 25- WARRANTIES AND DISCLAIMERS
CONTRACTOR Warranties. CONTRACTOR represent, warrant and covenant that the Services (and any parts and materials thereof) will (i) be delivered by competent personnel in a professional and workmanlike manner, according to prevailing industry standards; (ii) be of good material and workmanship; (iii) be fit and sufficient for the purpose(s) for which they were purchased; (iv) be performed in compliance with the requirements of all applicable laws and regulations; (v) not and do not infringe or misappropriate any United States or foreign patent, trademark, trade secret, copyright or any other proprietary, intellectual property, industrial property, or contract right held by any third party; (vi) will comply with all applicable foreign, federal, state or local statutes, laws and regulations governing advertising, data collection, privacy, security and other business practices; (vii) will not otherwise expose either party to criminal or civil liability, and (viii) materially conform with the specifications (if any) set forth in the description of the Services and be consistent with any samples of Services provided. CONTRACTOR represent, warrant, and covenant to CITY that: (i) CONTRACTOR performance under this Agreement shall at all times conform to prevailing professional and ethical standards; (ii) due care and commercially reasonable efforts shall be utilized by CONTRACTOR in

178 of 461

Software as Services Agreement
Rev 2/22

Page 7 of 12 ends

the performance of this Agreement; and (iii) CONTRACTOR is under no obligation or restriction that would conflict with CONTRACTOR providing the Services. For any breach of either such warranty, CITY exclusive remedy shall be as provided in Section 6 (Termination for Cause).

Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) will not intentionally transmit to the other party any Malicious Code. Each party will utilize reasonable efforts to detect and remove Malicious Code from any materials subject to this Agreement by using virus scanning or other similar tools and techniques.

Disclaimer. Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
[SIGNATURE PAGE FOLLOWS]

179 of 461

Software as Services Agreement
Rev 2/22

Page 8 of 12 ends

IN WITNESS WHEREOF, CITY OF SAN MATEO and CONTRACTOR have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Ed Barberini
Chief of Police
Date Marque Teegardin, President
Its Authorized Agent
If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer (i.e.,
Secretary, Treasurer) who shall sign
below.

Date

APPROVED AS TO FORM
Bahar Abdollahi
Assistant City Attorney
Date
Attachments:

Exhibit A: Scope of Services & Payment Rates
Exhibit B: Insurance Requirements

180 of 461

Software as Services Agreement
Rev 2/22

Page 9 of 12 ends

EXHIBIT A

SCOPE OF SERVICES & PAYMENT RATES
CONTRACTOR will provide the services described
below:

1. Product: Cellebrite Premium Software together with the hardware on which it might be preinstalled on by Cellebrite.

2. Services: During the License Term, the Licensee shall be entitled to receive from Cellebrite certain services under which Cellebrite shall use its best efforts to reveal the user lock passcode and extract the data from certain supported mobile devices (the “Device(s)”) provided by the Customer (the “CAS Services”).

The Licensee shall be entitled to receive such number of Instances of Services as set forth in the Quote attached hereto as Annex A. The parties acknowledge and agree that any unused Instance of Services, whether due to non-consummation or due to failure to achieve a Successful Completion, is non- refundable and not renewable.

181 of 461

Software as Services Agreement
Rev 2/22

Page 10 of 12 ends

ANNEX A

182 of 461

Software as Services Agreement
Rev 2/22

Page 11 of 12 ends

EXHIBIT B

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1.Commercial General Liability (CGL): covering CGL on an “occurrence” basis, including products- completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2.Automobile Liability: not applicable. No vehicles will be used in the delivery of Services.

3.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The CITY, its elected and appointed officials, employees, and agents are to be covered as insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the CONTRACTOR’s insurance coverage shall be primary insurance as respects the CITY, its elected and appointed officials, employees, and agents. Any insurance or self- insurance maintained by the CITY, its elected and appointed officials, employees, or agents shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the CITY.

183 of 461

Software as Services Agreement
Rev 2/22

Page 12 of 12 ends

Waiver of Subrogation
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the CITY.

Verification of Coverage
Upon request CONTRACTOR shall furnish the CITY with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the CITY before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

184 of 461

CITY OF SAN MATEO
3 6
0 3

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 16 Section Name: CONSENT CALENDAR Account Number: 10-6661 File ID: 22-6530 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Library Department
MEETING DATE: August 15, 2022
SUBJECT:

Library Materials Acquisition – Agreement
RECOMMENDATION:

Authorize the Library to spend up to $500,000 annually for fiscal years 2022-23 and 2023-24 in accordance with terms of the Baker & Taylor agreement approved by the City Council on August 17, 2021, to provide books and audiovisual materials and with the option to renew for up to three additional years.

BACKGROUND:

In 2021, the City approved a service agreement between the Library and Baker & Taylor for a 3-year term that will expire on June 30, 2024. However, the Recommendation section did not clearly state that the amount to be paid for services was not to exceed $500,000 each year during the 3-year term. The Library is now seeking to clarify the amount to be paid for the remaining two years of the current 3-year term.

A Request for Quotation (RFQ) process was conducted in 2015 for a primary Library materials vendor. Vendor proposals were assessed and ranked on the following elements: customer support, range of inventory, collection development services, processing and cataloging services, pricing, and fulfillment rates. Pricing was very similar among respondents.

Baker & Taylor received the highest ranking among the competing vendors. The original agreement signed in 2015 was renewed for the first time in 2018 and once again in 2021 due to Baker & Taylor’s continued responsiveness and reliability.

BUDGET IMPACT:

There are sufficient funds budgeted in the Library Department publications accounts for purchase of these materials and services.

ENVIRONMENTAL DETERMINATION:

This action is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Agreement

185 of 461

CITY OF SAN MATEO
3 6
0 3

STAFF CONTACT
Marcia Mendonca, Senior Management Analyst
[email protected]
6505227805
James Moore, City Librarian
[email protected]
(650) 522-7802

186 of 461

AGREEMENT WITH BAKER & TAYLOR TO PROVIDE

LIBRARY MATERIALS AS PRIMARY VENDOR
This Agreement, made and entered into this ____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and BAKER & TAYLOR, an LLC ("CONTRACTOR"), whose address is 2810 Coliseum Centre Dr., Suite 300, Charlotte, NC 28217.

RECITALS:

A. CITY desires certain library materials vendor services hereinafter described.

B. CITY desires to engage CONTRACTOR to provide these library materials vendor services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement, which is attached and incorporated by reference.

SECTION 2 - DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONTRACTOR under this Agreement.

CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONTRACTOR represents that it is qualified to furnish the services described under this Agreement.

CONTRACTOR shall be responsible for employing or engaging all persons ne cessary to perform the services of CONTRACTOR.

SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR'S work.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D 8/17/2021

187 of 461

8-16-21
Agreement for Services — Baker & Taylor
SECTION 4 - TERM
The services to be performed under this Agreement shall commence on 16 August 2021 and be completed on or about 15 August 2024. After the initial three-year term, there will be an option to renew the agreement for up to three additional years.

SECTION 5 - PAYMENT
Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR a fee pursuant to rates stated in Exhibit B, attached and incorporated by reference.

SECTION 6 - TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONTRACTOR . CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this Agreement are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information availa ble to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

188 of 461

Agreement for Services — Baker & Taylor
SECTION 11 - INDEMNITY
CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONTRACTOR's performance of this Agreement, except for those claims arising out of CITY's sole negligence or willful misconduct. CONTRACTOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims.

SECTION 12 - INSURANCE
Contractor shall procure and maintain for the duration of the contract the insurance specified in Exhibit C to this Agreement.

SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY.

SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law.

The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

189 of 461

8-16-21
Agreement for Services — Baker & Taylor

SECTION 18 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation, The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.

SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY'S request if litigation is brought against CITY in connection with CONTRACTOR’s services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTORS wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTORS standard hourly rates at the time of actual testimony.

SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: James Moore
City Librarian
San Mateo Public Library
55 W. Third Avenue
San Mateo, CA 94402
To CONTRACTOR: Baker & Taylor
Attn: Jennifer Rhyne
2810 Coliseum Centre Dr.

Suite 300
Charlotte, NC 28217

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

190 of 461

Agreement for Services — Baker & Taylor
SECTION 21 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.

SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONTRACTOR

_____________________________________ _______________________________________ Drew Corbett Date Jennifer Rhyne Date City Manager Baker & Taylor

APPROVED AS TO FORM

______________________________________
Prasanna Rasiah, City Attorney Date

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D 8/17/2021
8/17/2021
8/17/2021

191 of 461

8-16-21
Agreement for Services — Baker & Taylor

EXHIBIT A

SCOPE OF SERVICES
DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

192 of 461

San Mateo Public Library
RFQ
For Blanket Purchase Order for Purchase of Library Materials

Agreement for Services — Baker & Taylor

Baker & Taylor Proposal Response

Scope Of Services/Service Description
Baker & Taylor will provide books, audiobooks, DVDs and CDs with shelf ready cataloging and processing to the San Mateo Public Library, as well as customized collection development services.

Baker & Taylor reserves the right to renew the terms and conditions of the resulting contract if mutually agreeable to the contracting parties.

Baker & Taylor will invoice the Library as orders are delivered Baker & Taylor's payment terms are net 30 days from the date of invoice. Ownership transfer and invoicing will occur on the date cataloging and processing is completed and the materials arc cither shipped or placed in storage at a Baker & Taylor facility. If storage is required, Baker & Taylor will store the materials in a fully insured and climate-controlled facility until the desired shipment dates. Invoices are mailed to the Library at the time invoicing occurs.

Baker & Taylor will provide customer service which includes inventory, access, and supplying materials in a timely manner to the Library per the specifications included in Exhibit A.

Baker & Taylor will provide customized collection development services as described in Exhibit B.

Baker & Taylor will provide materials cataloged and processed according to the Library specifications included in Exhibit C.

Baker & Taylor will comply with the provisions in the RFQ and the terms and conditions of the contract as outlined herein. Upon award of this RFQ by the San Mateo Public Library to Baker & Taylor, this document submitted by Baker & Taylor and the RFQ Document submitted by the San Mateo Public Library will become part of the contract agreement between the two parties.

Organizational Background
Baker & Taylor has a long-standing tradition of being the "any book" wholesaler. We are a leading full-line distributor and audiovisual products to library facilities. The oldest book distributor in the United States, B&T has provided economical pricing and excellent services for over 185 years. Our contacts and experience in the library marketplace have enabled us to establish the most comprehensive coverage of DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

193 of 461

San Mateo Public Library
RFQ
For Blanket Purchase Order for Purchase of Library

materials and range of services in the industry. Currently, our national distribution network is comprised of four book and audio-visual distribution centers that maintain a combined inventory of over 17.5 million items and over 1 million unique media & book titles, Baker & Taylor's leveraging of its inventoried titles from over 75,000 publishers and imprints provides the highest possible fill rates in the industry. We supply all categories of materials for all levels of library patrons, including general adult readers, researchers, professionals, and Children and Teens. In addition to items that are stocked in our distribution centers, we maintain a product database that contains over 7 million items. No other vendor will be able to provide the comprehensive level of services and the efficiencies we can provide.

Customized Library Services:

Baker & Taylor has been leading the industry in providing libraries customized technical services for over forty years, We have developed a multitude of innovative services in the area of collection management, cataloging services and technical processing. Due to technological advances and the increased complexity of library operations and projects, Baker & Taylor created Customized Library Services in 1996 to consolidate our valuable resources and experience in order to address the growing demand from libraries for more customized, specialized and unique services. CLS is a separate operating unit, whose sole focus is Opening Day Collections (ODC), Collection Expansions, Online Cataloging Solutions, Outsourcing Projects and Project Management. Customized Library Services (CLS) has operations in three Baker & Taylor locations; Commerce, GA, Momence, IL, and Reno, NV and leverages Baker & Taylor's extensive fulfillment and distribution network to provide total project services.

CLS has its own staff of over 300 trained professionals to perform the services to provide complete library solutions. We currently serve over 400 libraries on an ongoing basis and complete 75-100 ODC/Collection enhancement projects per year.

Baker & Taylor's History:

Baker & Taylor began in 1828 as a Hartford, Connecticut bindery and subscription book publisher. Founders, Da vid Robinson and B. B. Barber, then opened a bookstore to distribute their own and other publisher's materials. Seven years later, Robinson and Barber moved their rapidly growing business to New York City. In 1885, James S.

Baker and Nelson Taylor acquired the company, which was now focused on the of other publisher's materials. In 1912, B&T discontinued publishing altogether devoted itself entirely to the wholesaling of all types of library materials. In 1970, W.R. Grace & Co. bought Baker & Taylor. During the '70's and ' 80's, B&T experienced significant growth, increasing our market share and providing greater breadth of services to all consumers and markets.

Baker & Taylor's senior management and the Carlyle Group acquired Baker & Taylor in 1992 and in July of 2003, Willis Stein & Partners acquired Baker & Taylor. In June of 2006, Castle Harlan, Inc. acquired Baker & Taylor. Baker & Taylor is headquartered in Charlotte, North Carolina, and operates distribution, technical support, and sales centers worldwide. Our Charlotte location maintains all sales administration, human DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

194 of 461

resources, and finance operations. Book distributions centers are strategically located Bridgewater, New Jersey; Commerce, Georgia; Momence, Illinois; Reno, Nevada.

Administrative Structure:

While Baker & Taylor serves a great number of diverse markets and customers our company is primari ly divided into two main areas. Baker & Taylor's Library & Education division focuses on our library customers , including public, school, international and special libraries. Baker & Taylor's Retai l division focuses on traditional and internet retailers, as well as international customers.

Libraries
Baker & Taylor has long -term relationships with libraries of all sizes and types across the country. We provide products and services to public libraries and school libraries.

In addition, we support corporate libraries, government libraries. association libraries, and many other special libraries.

Retailers
Baker & Taylor is a full-service distributor to retailers of all varieties, We support independent and chain bookstores, as well as video stores and music stores. In addition, we are a valuable partner to specialty stores, grocery stores, and other retail stores that carry entertainment products.

The Internet
Baker & Taylor offers drop -ship fulfillment services to a wide variety of internet vendors, With the unique ability to combine book, video, and music products in one box, shipped directly to a consumer's location, we are a leader in direct fulfillment for large consumer products websites, as well as smaller specialty websites. 1 International
Baker & Taylor is the single source of supply of United States book needs for international customers, including libraries, retailers, wholesalers, and a variety of other international partners. With door -to-door freight services, elec tronic ordering, and a team of international service representatives, we meet the needs of companies worldwide.

Completion and Submission of Exhibits A, B, C, & D
Exhibit A (Vendor Services):

1. Credit Procedures:

Baker & Taylor will accept the authorized return of items that are damaged, defective, or incorrectly shipped. Please see the enclosed returns policy, Appendix 5, for further details on credits and returns. To make a return, simply contact your Account Coordinator within the time period specified to obtain an authorization number for your return. Once the authorization has been obtained, the library can either have a no charge replacement shipped to the library, or may have the credit applied to the invoice in question. Please see the enclosed sample credit memo, also found in Appendix 5, for reference.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

195 of 461

San Mateo Public Library
RFQ
For Blanket Purchase Order for Purchase of Library

2. Non-English Language Collections:

Baker & Taylor supplies book materials with complete library services for a wide range of non -English language materials as they are available to Baker & Taylor. Our most robust foreign language collection that meets your description of 8 catalog of 5,000+ titles, with full cataloging & collection development would be Spanish Languag e materials. Please note, it ems that require Original Cataloging will be charged an additional $10.00/title fee for Original Cataloging Services.

3. No service charges or fees will be charged to San Mateo Public Library for materials from specific publishers.

4. We have included samples of the following items per your request:
a. Invoice (Appendix 6)
b. Packing slip (Appendix 7)
c. Status report (Appendix 8)

5. CLS Pricing, Discounts and Terms:

Customized Library Services Blended Price
The pricing outlined in San Matco's Exhibit D and on Balcer & Taylor's Appendix I is for CLS shelf ready services and is a blended unit price based on the volume of material to be ordered, processing components requested, and the complexities of the libra ry’s cataloging requirements. Our unit price is all inclusive of the services requested by the library including, but not limited to cataloging, processing, and project management. This price does not include Laminate Covers or the Vinabind process for Paperbacks or Original Cataloging.

CLS processing means the library receives and shelves the material right out of the ca rtons. CLS truly means system and shelf ready. Please refer to Appendix I for additional information.

Book and Spoken Word Audio Terms
Baker & Taylor is pleased to off er discounts from the publisher's list price for book materials. 'lhe discounts extended by Baker & Taylor are applied to the current publisher's list price, however, publisher's list price is subject to change without notice. Your discount will be applied to the publisher's list price at the time of shipment. Please refer to Appendix 2 for detailed discount information.

AV Discount Terms
List prices used for calculating discounts are manufacturers' current, suggested list prices, where available. Where no list price is supplied by the manufacturer, a list price will be DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

196 of 461

assigned by Baker & Taylor. AV titles with minimal discount or supplier restrictions or titles from small, specialty vendors will be invoiced at Manufacturer’s Suggested Retail Price.

ENHANCED SERVICES PROGRAM
"Baker & Taylor's Enhanced Services Program" (Appendix 4) describes in detail a valuable service that will save time and money when procuring titles from small and hard to find publishers. By utilizing B&T's vast publisher and title database, the Library can purchase a wide variety of low demand and small print run titles from associations and limited edition, prepayment, and non - returnable publishers. These titles will be invoiced at list price.

Shipping Terms
Baker & Taylor will send all items Free Shipping, FOB Destination with inside delivery.

Ownership transfer and invoicing will occur on the date cataloging and processing is completed and the materials are either shipped or placed in storage at a Baker & Taylor facility. Invoices are mailed to the library at the time invoicing occurs.

Exhibit B (Collection Development):

As part of Baker & Taylor’s comprehensive proposal, we are pleased to offer a Tille Source package to the Library Free of Charge. This configuration includes an Administrative ID, unlimited user ids, FirstLook Custom services and grid ordering and MARC profiler capabilities. Access to full text reviews will be available to the library for a subscription fee of $1,495 per year.

Title Source 360
Baker & Taylor's Title Source 360 is a revolutionary new way to order product from one trusted source. Through the latest innovative technology, Title Source 360 provides users with fast, accurate and personalized search results, and makes ordering easier than ever. Find the products you need and order them quickly and easily with a streamlined checkout process.

Baker & Taylor' s Title Source is the most extensive database of bibliographic acquisitions information for U.S. publications. Each record gi ves current print status ( i.e., Not-yet-Published, Out-of-Print), in-stock availability, and latest list price. Title information is updated daily.

Title Source 360 Benefits:
 Largest database of book titles
 Fast, customized search results based on prior searches or user profile Intuitive interface
 Inventory view and title searching within cart
 Product release calendar
 Special] offers and promotions
 Live customer support
 Customized profiles
 Streamlined order management
 Simple batch entry upload and ordering process
DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

197 of 461

San Mateo Public Library
RFQ
For Blanket Purchase Order for Purchase of Library

Title Source 360 makes it faster and easier to order books — now you can have millions of products at your fingertips with one easy-to-use ordering system.

The Title Source 360 database contains detai led, comprehensive, up -to-date information on over 8 million book titles. Data elements also include: 45 key search indices (including LC and Dewey classes), eleven filter criteria (including stock status, publication date, binding, format, and grade level), and duplicate checking between orders and selection carts.

Key Features of Title Source 360TM are:
 Updated daily to insure accurate and current information, including in -stock pre- publication, and new release titles
 Real-time inventory data
 Rich bibliographic information, including over 4.8 million jacket images in full color, first chapters, annotations, tables of contents, as well as standard bibliographic data such as author, ISBN, price, publisher, and publication
 Fully searchable Tables of Contents (1 ,300,000) and Annotations (4.1 Mill ion).

Approximately
900,000 full -text reviews, including Kirkus, Library Journal, Publishers Weekly, School Library, Journal, Horn Book, Choice, VOYA, BookPage, Foreword, Audi oFile and E - Streams
 Automatically access titles by review publication date  Over 45 search indices, including BISAC, LC and Dewey classes  Download MARC records into your ILS system with 9XX tags  Access to Lease Pre-publication lists and Quick Cali Call lists  Access to look up ISBNs in library OPAC with one click  Administrator determines levels of access for user IDs

System Requirements:
 Internet Explorer (version 5.0 or higher)
 An internet connection (56K or higher recommended)
Easy Cart Creation and Management
The innovative cart drawer is easily accessible on every page, so you can keep your lists and carts organized. Choose from multiple batch entry options: basic data entry, copy and paste and file import— multiple formats are supported.

Innovative Shared Cart Workflow
Share your cart with multiple users and control each s tep of the process, including selecting who can perform which function and assigning completion deadlines.

Key Ordering Features of Title Source 360TM are:
 Create, merge, copy, export, and transfer selection carts. Carts can even be emailed to other users
DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

198 of 461

 Duplicate checking between orders and selection carts  Ordering grid capabilities for the library to track multiple branch distribution of title copies as well as three other user defined fields.
 Order grid information may be downloaded to the library's IL S system for ordering and/or transmitted to CLS in the electronic order file sent from Title Source 360.  Title Source 360 is designed to support library workflows, and is integrated with Baker & Taylor's collection development service FirstLook TM and your integrated library system (ILS).

Shared Cart Functionality:
 Simultaneous Access to or Sharing of a single cart by multiple users within single TS360 account. Administrator determines levels of access for user IDs.  Enhanced Duplicate Checking allows a user to perform a duplicate check for a single title before and/or after placing the title in the cart. Those customers using our Grid Distribution system will now see appropriate Grid information displayed in the printable popup window alongside previously provided duplicate information.
 An Inline Grid Distribution Table is incorporated within the Detailed Title Display to give users the ability to enter multiple rows without having to go to a separate grid screen. It is also available as popup read-only window for shared grid carts.  A Requisition Table for shared non-grid carts displays the requisition information supplied by all users and is viewable within the Detailed Title Display or from a popup window when using the Multiple Title Display. Information collected and displayed for each user includes:
quantity, notes, and any Grid entries.
 Administrators and Cart Owners can find and replace Grid entries that may be obsolete.

1. Automatic Purchase Plans and Customized Vendor Selection Automatic Shipment Programs
Parade Programs
The Parade program is not available as a Shelf Ready service. Baker & Taylor would be happy to work with the library using our Collection Development resources to tailor a similar program through profiled selection lists that would meet the library's needs.

Materials ordered through this alternative program could be delivered shelf ready.

Paperback Parade
Continuous orders for Adult Paperback Books are available through Baker & Taylor's Paperback Parade program. Baker & Taylor has established a broad range of plans which vary according to age group, type of library, and popular subject categories, Each plan offers a predetermined number of titles at one set price. Ali plans are invoiced annually.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

199 of 461

San Mateo Public Library
RFQ
For Blanket Purchase Order for Purchase of Library

CATS Paperback Parade
Baker & Taylor's Children & Teen Services (CATS) has its own paperback parade program for juvenile and young adult paperbacks. A broad range of plans are available, and each plan offers a predetermined number of titles at one set price. All plans are invoiced annually.

Playaway Audjobook Parade
Baker & Taylor now offers a standing order program for Playaways, the portable, easy-to- use player that is pre-loaded with an audiobook. There are 3 levels of plans to choose from, which encompass popular adult and young adult titles.

Music & Movie Parade
Baker & Taylor also bas parade programs for Music CDs and DVDs, You may choose from a variety of plans which encompass a wide range of genres. Our Music and DVD parade programs track thousands of new releases for libraries and will ensure tha t the library has the most popular titles delivered in a timely fashion.

Automatically Yours
Baker & Taylor's Automatically Yours, a free author profiling program, delivers the latest publications from popular authors or series right to your door. Select your favorite authors and/or series, and Baker & Taylor will send the latest titles, as soon as they are released, Additional details and plan brochures are available on our website at www.baker-taylor.com/ay.

Automatically Yours offers the following plans:

Adult Plans:

Popular Adult Fiction Authors—choose from more than 1,000 authors Large Print Popular Adult Fiction Authors—choose from the same list of I ,000 authors Inspirational Authors - choose from more than 250 adult and young adult authors
Spoken Word Audio - choose from more than 1,000 authors in abridged or unabridged (when available) formats on CD
Graphic Novels - choose from more than 500 series
Book Club Plans - includes all major national book clubs Children's and Teen Services (CATS) Plans:

CATS Authors and Illustrators - choose from more than 600 authors and illustrators CATS Awards - choose from more than 80 professionally selected domestic and international children's and teen awards
CATS DVDs - choose from more than 70 continuing series on DVD CATS Series - choose from more than 2,000 series availab le in various bindings
DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

200 of 461

Collection Development Services

SELECTION LISTS
Baker & Taylor's Collection Management has one of the most extensive databases in the industry to support Opening Day Collection projects and ongoing selection. Our core selection application can access over 7.2 million book, e -book, audio book, Music CD and DVD titles. Data can be accessed and output by using an extensive range of access points including but not limited to:
 Dewey Classification
 Library of Congress Classification
 Library of Congress Subject Headings
 Fiction Genres
 Juvenile Material Type, i.e . Picture Book, Easy
Readers
 Subject Thesauri such as BISAC Subject
Classifications
 Non-book Material Genres
 Key Word that can be applied to subject access points, full text annotations, and/or tables of contents

In addition to these subject/content descriptions, data can be accessed and output by non-subject descriptive data elements including but not limited to:
 Review Citation
 Citation in Industry Standard Bibliographies such as Public Library Catalog or Best Books for Children
 Series
 Level of Readership/Intended Audience
 Physical Format/Materials Audience
 Physical Format/Material Type
 Availability Status
 Stock Status
 Date of Publication/Copyright
 Price

Baker & Taylor's Collection Management librarians also maintain bibliographies that can be u sed to support library collection development projects. Examples include and are not limited to interdisciplinary multicultural collections that have African American , Hispanic Latino, and/or Asian oriented content.

B&T can provide collection development data in a laser printed hard copy, MARC, or PC compatible format including Microsoft Excel. Baker & Taylor recommends that the library utilize our Opening Day Collection selection list and ordering process which involves the use of Excel spreadsheets for the DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

201 of 461

San Mateo Public Library
RFQ
For Blanket Purchase Order for Purchase of Library

selection process with hyperlinks into title level detail on our Title Source 3 website . Data availability includes, but is not limited to tbc following:
 ISBN/ISSN
 Binding/Format
 List Price
 Delivered Price
 Holdings (see below)
 Class Number (s)
 Author/Editor
 Title
 Edition Statement
 Publisher
 Daft of Publication/Copyright
 Series
 Brief Annotation
 Interest Level
 Indication of Status
 Subject Classification

In addition, B&T can include almost any data element that is included in the structure of a MARC record in our hard copy or electronic formats of selection lists. We can include data that indicates:
 Juvenile Materia l Type, i.e . Picture Book, Easy
Readers
 Subject Thesauri Elements such as BISAC Subject
Classifications
 Non-book Material Genres
 Review Citation indications
 Citation in Industry Standard Bibliographies such as Public Library Catalog or Best Books for Children
 Physical Format/Material Type
 Availability Status
 Stock Status
 Regional and National Demand accumulated from all B&T customers

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

202 of 461

Review Sources
B&T can provide access to full-text review citations from the following major review sources.

AudioFi]e 1992-
Booklist Jan. 1995--
BookPage Inception 1999—
Choice 1998.

Doody's 1993-
E-Streams
ForeWord
Inception (not
known) Inception
1999—
Clarion Reviews Nov. 2001-
Horn Book Guide 1994--
Harn Book Magazine 1996—
Kirkus 1991-
Voice of Youth Advocates 1997
PW Annex 12/23/2003
LJ all available
reviews (-1985--)

SLJ all available reviews
Criticas Inception 2001
Librarv Talk 9/98 — 2/01
Book Report 1/94 2/01
Technology Connection 10/94 — 10/98
Library Media Connection Jan 2004—
Video Librarian Jan. 2002—
CD 1999-
1985..

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

203 of 461

Agreement for Baker & Taylor

FirstLookTM Collection Development Services
FirstLook is Baker & Taylor's family of notification services available to libraries, FirstLook is by a staff of experienced librarians and merchandising specialists who are experts in the publishing and entertainment industries. These services are support ed by the industry's most sophisticated collection development management system and title lists are provided via Title Source 360 where they can easily be conditioned and downloaded into SIRSI Symphony via "one click MARC." FirstLook Basic
FirstLook Basic is 8 free collection development program that provides notification of high - visibility new and forthcoming titles. FirstLook Basic is available to subscribers of Title Source 360. Each month you will automatically receive a new cart that includes an up-to-date title list Lists are available in the following categories:

New Releases in Adult DVD
New Releases in Children DVD
Adult Fiction
Adult Non-Fiction
Adult Large Print
Adult Reference
Adult Mass Market Adult Spanish
Children and Teens Mass Market
Children and Teens Spoken Word Audio
Children and Teens Picture Books
Axis 360 eBooks
Acoustik Downloadable Audio
First Look Custom
First Look Custom is a subscription based Collection Development program that delivers fully customized selection lists for both print and non-print material based your selection criteria, Our custom-profiled lists make your selection as seamless as possible. You determine which lists you want, how you want them, and when you want to receive them by completing a profile document with your unique specifications in conjunction with your Baker & Taylor Sales Consultant and/or Collection Management staff member.

First Look Custom
 Multiple selection criteria including but not limited to:
o Subject criteria, such as Dewey and LC classification, BISAC and genre categories o Reviews and citations in review sources and/or bibliographies o Audience level
o Series
o Publishers
o Citation in a Baker & Taylor publication or merchandising plan o Publication date
o Format

 Flexible scheduling options
o One-time special profiles (i.e. replacement lists) available o Weekly, semi-monthly, quarterly, contingent upon profile/material type

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

204 of 461

—
 Duplication management
o Titles are checked against previous carts—view a title one time for selection efficiency and to prevent unwanted duplication
 List delivered as carts to:
o Title Source 3
o Title Source 360
 List sent via FTP, email or US mail in the following formats:
o Word
o Excel
o PDF
o MARC
o Printed reports
B&T can provide collection development data in 8 laser printed hard copy, MARC, or PC compatible format including Microsoft Excel. Selection Lists can also be loaded into the Library's SIRSI Symphony Acquisitions System via Baker & Taylor's Title Source 360Þ or via MARC acquisition records.

Merchandisers' Variety Program
The Merchandisers' Variety Program allows the Library to create separate profles by subject category. The key criteria in title identification for these categories is the prepublication purchasing threshold, which represents Baker & Taylor's anticipated demand for these titles.

The Merchandisers' Variety Program addresses all collection areas, including those that are typically not covered in review journals. There are different thresholds for different categories. Category coverage includes adult fiction genres and nonfiction categories , children’s and teen areas, spoken word, Spanish language, music CD and video DVD. Examples include, but are not limited to:

Adult & Children's Books
Adult general fiction
Adult mystery
Adult romance
Computer books
Cooking
Crafts and hobbies
Children’s chapter books
Children's concept books
Children's easy readers

The Merchandisers' Variety Program can stand by itself or be integrated into a library’s FirstLook profiles so that titles are delivered only one time, supporting efficient selection and integration with all development processes.

2. Baker & Taylor’s Integration with Collection HQ;
a. Opening Day Collections.

Baker & Taylor can leverage evidence based collection data on the libraries behalf from our relationship with c ollectionHQ for Opening Day Collections. filis will offer additional understanding to the demographic analysis and information from community meetings. We have thorough understanding of the collectionHQ software and will be happy to facilitate the analytical reporting necessary to meet each project's goals.
b. Books or other materials in non-English languages.
c. Electronic books, downloadable audio books and other formats.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

205 of 461

—
collectionHQ harnesses evidence of a collection's usage to analyze demand and use in order to influence subsequent purchases. The Discoverv tool provides access to circulation data collected from over 250 North American Public Libraries. Use of the Discovery too] allows libraries to explore high circulating items from the collectionHQ database that are not in their own collection to consider for selection. Thus, collectionHQ can offer insight on all types of materials from the library' s own collection and can also provide information through use of the Discovery tool regarding high circulating items that are not part of the library's own collection for consideration.

collectíonHQ
collectionHQ, used by many of the top library systems in the U.S., U.K. and Australasia, is based on the proven Evidence-Based Stock Management (EBSM) methodology. By analyzing detailed circulation patterns, the methodology provides action plans to help librarians develop and manage collections, saving time and money, improving circulation and aligning the collection with local demand.
collectionHQ’s powerful toolset provides valuable insight and clear direction so that librarians can perform tasks that used to take weeks or months in a matter of minutes. From collection maintenance to collection development, collectionHQ eases workloads and frees up staffs time to work on other important areas within the library.
collectionHQ harnesses evidence of a collection's usage. This allows public libraries to analyze their demand and use that to influence subsequent purchases based on the proven EBSM methodology.

This allows for detailed spending plans to be quickly created 8t the branch level.

Additionally, collectionHQ's unique and powerful 'Discovery tool' gives clients access to circulation data collected from over 250 North American Public Libraries. Using 'Discovery', they are able to carry out searches on this and com pare this against their own holdings. They may also identify specific items that are circulating well in other Public Libraries which they do not have in their own at present.

Having access to this very powerful library circulation data allows selectors to make more informed selection decisions, both quickly and efficiently, with the added peace of mind that decisions have been backed up by hard evidence.

ESP - Evidence-Based Selection Planning
Baker and Taylor, in conjunction with collectionHQ, has developed a new service, Evidence-Based Selection Planning (ESP), that brings the art of Baker & Taylors collection development expertise together with the science of collectionHQs data analytics, to create a decision support system integrated with Title Source 360 to equip libraries with the information to select the right titles and quantities, for the right locations.

ESP is a provided service that supports the purchasing of new materials using evidence from collectionHQ and the title identification from Baker & Taylor. ESP identifies the top forthcoming titles based upon past circulation by author, subject and series, determines the locations where copies need to be placed to satisfy patron demand and monitors budgets through the use of collectionHQ spending plans, Pricing of ESP is determined by the library's varying levels of integration with Baker & Taylor and collectionHQ services.

3 Additional Value Added Services Provided:

Exhibit C (Cataloging):

1. Please see the following information about our customized cataloging services:

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

206 of 461

—
a. Source of MARC records:

Baker & Taylor uses current LC authority control for records maintained in our database, and originally created records also adhere to LC author and subject heading authority convention. Ail cataloging records created by Baker & Taylor catalogers conform to RDA rules and LC subject headings. All records are in MARC 21 format, records are in the version of Dewey that was being used when the records were created. Records are currently created in Dewev 23. If records are coming from OCLC, then the OCLC authority process is utilized and has already taken place before CLS has searched the record. CLS does not perform additional authority work for existing records in the Library’s database or to OCLC full records.

b. A sample MARC records is provided in Baker & Taylor's Appendix 9. c. Please see below for Baker & Taylor's Cataloging Methodology:

Customized Library Services ’ custom cataloging is Baker & Taylor's premier service. CLS has performed online cataloging, editing and maintenance for Libraries since 1989. Our preferred method is to access the Library's ILS using the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TLC) to create a state of the art cataloging methodology that leverages Z39.50 protocol for accessing the library’s database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the most current version of the library’s cataloging records without the overhead of being directly online. Records obtained from the Library's database are saved to a library specific work file located in our secure cataloging utility. The records in the work file are used in the creation of spine labels and as a vehicle for providing item-linking information.

Once all necessary information is gathered, the CLS project team will work with the library to determine the best, most economical fit for the library
Major Features of the CLS Preferred Cataloging Methodology (Z39.50) - Only authorized CLS catalogers have access to the library’s database and work file. The cataloger will process material first by searching for a matching record in the library’s database and work file simultaneously. A successful search occurs when our matches the data elements found in the appropriate record tags. CLS considers the title, author, imprint/manufacturer, edition and date of publication when matching a record. During the CLS profiling, the project team will document the appropriate attributes for matching records. When a matching record is found, the appropriate level information (examples: barcode number, list price, collection code, etc.) is keyed und the record is saved to the library’s work file.
if a record is not found in the library's database or work file, the CLS Bibliographic Database is searched, followed by LC MARC and the resource databases of TLC. The CLS Bibliographic Database contains all CIP records upgraded to full MARC standards by CLS catalogers, as well as new records created by CLS original catalogers. Please note that the process of using OCLC is available upon CLS' receipt of a signed third party agreement which Wants permission to our catalogers to access OCLC on the library's behalf, On a weekly basis, an electronic file is sent to OCLC to update the library’s holdings for all contributed records.

When a full matching record is found in one of the resource databases, it is upgraded to meet the library's specifications and the appropriate item tag is keyed. The record is then saved to the library’s work file. If the matching record found is not a full level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographic Database, The record is then further edited to meet the library's specifications and the appropriate item record is keyed. The record is then saved to the library's work file. The exception to a full level record would be that some AV pre-pub records are not upgraded to full MARC standards, However, these records are upgradeable to the Library's local standards. If a matching record cannot be found in the multi-database search string, a request is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to RDA rules. LC authority files are used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved in the CIS Bibliographic Database. The library's assigned cataloger is notified and the record will be edited to meet the library’s specifications. Field and appropriate item tag is keyed.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

207 of 461

—

2. Baker & Taylor's process for materials without existing full MARC records is described above. as part of our overall cataloging methodology and workflow.

3. Baker & Taylor will adhere to your local practices as they are outlined by the Library during your initial account setup process and profiling meetings.

Exhibit D (Processing);
Baker & T8ylor can supply the processing services as listed.

The CLS department has over 300 trained professionals staffed to handle the library’s customized requirements.

These staff members are dedicated to meeting the library's requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched in our industry. After cataloging is complete, the processing department completes the physical processing of each item. The processors review the processing instructions gathered at the site visit. Following these instructions, the processor attaches the spine label, and any special labels required by the library. After the application of all physical components, the library’s materials move to the jacket selection area. Experienced technicians size the books so the appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully processed, it is ready for the final and most important stage in our CLS process, back audit.

RFID
CLS Shelf Ready Processing can also include the and linking of RFID tags. Baker & Taylor's Customized Library Services has been providing RFD services for print and audiovisual material since 2001. To date, we have printed and/or applied tags for millions of items. As the number of vendors and product offerings has gown with regard to RFID technologies, CLS too has grown in our vendor relationships and linking and application capabilities. We currently work with 3M, Checkpoint, Tech-Logic, ITG, Bibliotheca, and VTLS and we own equipment from each vendor.

Back Audit
'The back audit team is the final step in ensuring the material we ship to the library is of the highest quality und is in compliance with the library's profiled specifications. The CLS back auditors inspect each order by cross the completed processing and the processing gathered at the site visit. Once the libr ary's material passes this stage, the order is ready to be Staged for delivery to the library.

Start-up Requirements
Baker & Taylor understands the work requirements, project schedule and scope of work of the San Mateo Public Library. As a current vendor servicing the San Mateo Public Library, we will leverage our current relationship and experience with the Library ’s processes and workflow to continue to provide excellent customer service, customized cataloging, processing, and fulfilment of shelf ready materials to the Library.

As a current Baker & Taylor customer, San Mateo Public Library has established customer service relations with Baker & Taylor and your Start-up Requirements should be minimal. The Staff and CLS Project Team assigned to SMPL are outlined in the Contact Information section below. Upon award of this contract, our teams will work with the library to review your account structure, cataloging profiles, and processing profiles. Your project manager will work with you, your sales consultant, and the CLS Sales Director , to determine any updates the CLS project team need to implement. CLS shelf ready value added services will be performed by our service center staff located in Reno, NV. Should the library have any questions about services or require any changes to account processing profiles, Lori Gray and Michele Journet will serve as the primary contacts for the library and their contact information is included in our Contact Information section below.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

208 of 461

—
In general, the following describes our Project Management approach and general workflow for account setup:

Project Management Approach
'The basis of Customi7ßd Library Services' business relationship with the San Matco Public Library will be a partnership, based on mutually agreed upon roles, responsibilities, and obligations. Flexibility and responsiveness to changing needs are fundamental requirements for ensuring successful and mutually satisfying partnership between the Library and CLS. 'The formation of Baker & Taylor's Customized Library Services brought with it the development of a proj ect-oriented approach to Ongoing Collection Development, Opening Day Collections, and Ongoing Online Cataloging and Processing. This approach allows CLS management 10 schedule all facets of ongoing service, including resources, and provides the foundation and framework for the entire project while creating a mutual understanding of the requirements of both the Library and CLS.
t
The first step in the implementation of the CLS project management process is the establishment of a project team. All CLS project teams consist of a minimum of a project manage , collection development manager, an automation specialist/cataloging/processing manager, and an account coordinator. Team members are responsible for managing their assigned resources to complete the project. In turn, each team member works closely with the project manager to ensure compliance to all requirements.

The development of the project team begins upon receipt of a formal proposal request. The project team immediately becomes part of the CLS response team and helps develop an approach that will successfully complete the project and meet the library's requirements. This process ensures that all management resources are in place prior to the submission of our response. Our experience has shown that when the library sets up a project team with similar project responsibilities and scope in advance of the project or ongoing service startup, the documentation and implementation of services is more efficient, accurate, and thorough. Addiüonally, the library's internal project team, supported by a designated library project manager, can provide a point of contact for all issues and This will help foster communication and insure that all internal library timelines and schedules are met.

Upon successful award to CLS, the project manager immediately contacts the library's project coordinator to begin developing the partnership that will carry throughout CLS service to the library or the projects' completion. At this time, the project manager contacts the library to review the next steps in the process and possible site visit dates and also requests samples of barcodes, genre labels, ownerships labels or other labels as applicable. The project manager will work with the library to schedule a series of conference calls, including the appropriate CLS and library project team members. The goals of these calls will be to establish connectivity to the library's catalog, review the cataloging and processing specifications supplied in the proposal process and further define them if needed, profile any collection development needs, and assist in the coordination of any electronic ordering/account set up. At the end of these conference calls, all CLS project team members will review their notes and provide a comprehensive requirements documentation package to the library. Upon receipt of the library's approval of the requirements package, CLS will create cataloged and processed samples as needed, Your project manager will deliver these samples to the library, giving the library another opportunity to confirm that CIS understands their requirements. At this time the project manager can walk the library through placing their first orders and discuss a fulfillment schedule with the library.

Ultimately, the key to successful project management is communication. Internally, CLS emphasizes and focuses on team communication for facilitation and completion of all processes and tasks. Externally, this communication is no less important. Team to team communication between the library and CLS builds a confidence and the environment that is needed for the successful completion of any project. In support of this "communications environment", the project manager is responsible for establishing regular conference calls with the library and all the CLS team members. These meetings can serve a number of purposes, such as the regular review of profiles, requirements, and project status updates.

Our experience has also proven that these meetings and calls aid in the development of the relationship between CLS and the library by promoting open lines of communication at all times and by helping to resolve any issues or questions to the mutual satisfaction of the library and CLS.

A final component of project management is consulting support. All CLS project managers have significant project and delivery experience that can provide ongoing support and aide to the library. This additional knowledge base is free of charge and comes fr om working with seasoned project professionals. This support can be an invaluable and timely tooi from collection development strategy all the way to the delivery implementation.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

209 of 461

—
Contact Information
Principal Contacts
All of your current representatives will continue to be available to assist the library. As they are dedicated to your accounts, our team will be able to maintain a valuable knowledge of your account structure and any special requirements:

Michele Journet Project Manager
Vicki Wail Account Coordinator
David Hargrave Director of Sales, Western Region
Amy Glaza Local Sales Consultant
Lori Gray CLS Sales Manager, Western Region
Martin Warzala Director, Collection Management
Services
Main and Local Business Addresses. Voice and Fax Phone Numbers and Email Address:

CONTACT INFORMATION FOR PLACING ORDERS:

Firm Orders (Book & Spoken Word):

Baker & Taylor, Inc.

Attn. Ordering Department
3584 Old Maysville Road
Commerce, GA 30529
Toll-Free Phone; 800-775-1100
Toll-Free Fax: 800-775-7480
Email: [email protected]

Firm Orders (DVD and Music CD)

Baker & Taylor, Inc.

Attn. Library Services
Seven Parkway Center
875 Greentree Road, Suite 678
Pittsburgh, PA 15220
Toll-Free Phone: 800-775-2600 ext. 2026
Toll-Free Fax: 888-285-8922
Customer Service CLS Account Coordinator and Project Manager:

Name: Vicki Wall
Position: CLS Account Coordinator
Phone: 800-775-3800 ext. 2498
Fax: 800-775-7480
Email: [email protected]

Name: Michele Journet
Position: CLS Project Manager
Phone: 8004759930, ext. 3335
Fax: 704-998-3308
Email: [email protected]

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

210 of 461

—
Sales:

Name: Lori Gray
Position: CLS Sales Manager, Western Region
Phone: 928-607-8225 FEx: 704-998-3308 Email:
[email protected]
Name: Amy Glaza
Position: Public Library Sales Consultant
Phone: 800-775-7930 ext. 1030
Cell: 415-306-3063
Email: [email protected]
Remit Address (Lockbox):

Baker & Taylor, Inc.

PO Box 277930
Atlanta, GA 30384-7930

Customer Financial Services:

Baker & Taylor, Inc. 2550 west Tyvola Road, suite
#300 Charlotte, NC 28217
Phone: 800-340- 5370
AP Fax: 704 -998-3304 AR Fax: 704 -998-3314
Email:[email protected]
Corporate Offices (Contact for For Bids Contracts, Renewals):

Baker & Taylor, Inc,
Attn: Jeffrey W. McDaniel – VP, CLS & International Public Library 2550 West Tyvola Road, Suite #300
Charlotte, NC 28217
Phone: 704-998-3212
Fax: 704-998-3308
Email: [email protected]

References

Baker & Taylor is pleased to provide the following references for your consideration:

Palo Alto City Library

Diane Lai
Division Head
4050 Middlefield Road
Palo Alto, CA 94303
Phone: 650-329-2517
Email: [email protected]

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

211 of 461

—
San Jose Public Library

Kristi Bell
Manager of Collections and Technical Services
150 East San Fernando Street
San Jose, CA 95112-3580
Phone: 408-808-2468
Email: [email protected]

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

212 of 461

—
Elliot Warren

From: Jeff McDaniel <Jeff.McDaniel@baker-
taylor.com
Sent: Thursday, May 14 2015 8:05 AM
To: Elliot Warren
Cc: Jeff McDaniel
Subject: RE: Proposal questions for.SMPL

Good Morning Elliot,
 Based upon the award timeframe we would place San Mateo Public in the queue for migration to Titte Source 360. What that means is that San Mateo Public would be in the next wave of libraries which would begin June 26, 2015. On June 26th we would begin legacy messaging about the migration and Amy and the Titles Source team will work with the library in person and through webinars to familiarize and train staff on the new features of TS 360. The migration team would also work with the current cart management to insure that all carts that can be transferred will be transferred. The migration does build in duel access time until the library and the migration team are comfortable turning off Title Source our goal as am sure the Library’s goal would be the sooner the better. To confirm the total cost for TS or TS360 upon award will be $1,495 dollars for the inclusion of full text reviews with unlimited userids. There will be no other costs associated with TitleSource or TitleSource360, Since we have already invoiced you for your July Renewal upon award we would issue you a credit for the difference if that is acceptable.  Under Separate email I will send you the details of the list that we are currently providing for you. We are providing those lists at no charge. Also, based on what you have outlined below there would be no charges for those profiles now or in the future. In fact we offered free First Look Custom in the description of the TitleSource cost on page 5 of 21 Exhibit B (collection development). Where we would need to discuss charges is if the library would ask us to manage funds or move the profiles to a title for title selection process, meaning based on the profile B&T would select and then manage the funds. Again there are no costs associated with the current profiles nor would there be if similar scope Is required,  You are correct about what the goal of MVP program Is about, it is our way to try to get in your hands relevant title data that leverages the programs and the insight our buyers get from the publishers. "Merchandisers Variety - the purpose of MVP is family of profiles that use the elements of our merchandising and inventory management processes to identify categories of titles In anticipation of patron demand, rather than in reaction to patron demand."
I trust this will provide helpful insight in your decision process. However, if can be of any further assistance please let me know. We look forward to hearing from you.

All my best,
Jeff
Jeff McDaniel
Vice President, Customized Library Services & International Public Libraries Baker & Taylor
Office: 704-998-3212
Mobile: 704-906£323
Fax: 704-998-3308
jeff.mcdaniel baker-taylor.oom

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

213 of 461

—

EXHIBIT B

PAYMENT RATES

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

214 of 461

—
APPENDIX 1

PRICING PROPOSAL
Based on the information contained in your Request for Quotat ion, we are pleased to propose the following pricing for print and spoken word material. BAKER & TAYLOR /CLS reserves the right to adjust pricing if the Library's requirements change at any time throughout the project. Pricing is based upon the library's RFQ. Should the library additional services in collection development, cataloging, processing, reporting, storage, or shipment, BAKER & TAYLOR/CLS may adjust pricing accordingly. If the library system cannot be via our 7,39.50 methodology, then CIS may discuss alternative methodologies for system and shelf ready material. It should noted that the cost for an alternative methodology other than what is outlined within this proposal, would be different than the pricing quoted below. All items will be supplied CLS unless otherwise noted:

PRINT MATERIAL
ONGOING COLLECTION SERVICES ……………………………………………………………$4.05/UNIT INCLUDES:

1. 1, ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL

2. ITEM LINKING

3. PROJECT MANAGEMENT SUPPORT

4. MYLAR JACKET

5. LINK & AFFIX LIBRARY-SUPPLIED RFID TAGS

6. BARCODE LABEL

7. LABEL PROTECTORS

8. SPINE LABEL

9. DATE STAMPING

10. PROPERTY/OWNERSHJP STAMPING

11. BRANCH LABEL

12. GENRE/COLLECTION LABELS
ADDITIONAL SERVICES AT THE LIBRARY'S REQUEST:

SPOKEN WORD AUDIO/JUVENILE KITS (ADDITIONAL)………………………………………$2.35/UNIT VINABIND (ADDITIONAL)………………………………………………………………………….$4.75/UNIT LAMINATE PAPERBACK COVERS (ADDITIONAL)……………………………………………...$1.99/UNIT ORIGINAL CATALOOGING……………………………………………………………………….$10.00/TITLE

 BAKER & TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE.

OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND

PROCESSING I S COMPLE TED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYL0R FACILITY. IF STORAGE LS REQUIRED, BAKER & TAYLOR WILL

STORE MATERIALS IN A FULLY INSURED AND CLIMTE CONTROLLED FACILITY UNTIL THE DESIRED SHIPMENT DATES. INVOICES ARE MA ILED TO T HE LIBRARY AT TIME NVOICING OCCURS.
 FOR THOSE RECORDS WHERE CATALOGING IS NOT AVAILABLE IN LIBRARY'S DATABASE OR B&T's CATALOGING UTILITY, CLS WILL PROVIDE AN ORIGINAL CATALOGING RECORD FOR $10,00/TITLE. TITTLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE FOR THE FIRST COPY OF EVERY TITLE ORDERED. IF MULTIPLE COPIES OF A TITLE ARE ORDERED, THE $10.00 CHARGE WILL ONLY APPLY ONCE, HOWEVER, THE COMPREHENSIVE

CATALOGING AND PROCESSING CHARGE WILL APPLY EACH UNIT INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

215 of 461

—

A/V MATERIAL
Based on the information provided, we are pleased to propose the following pricing for Audio Visual Material. Please note:

Pricing is subject to change based on specifications or case changes. If the library requires alternate processing or cataloging requirements, it is at the discretion of CLS to adjust pricing accordingly.

A/V CATALOGING AND PROCESSING
DVD…………………………………………………………………………………………………$6.65/UNIT*
INCLUDES:
1 ADAPTIVE AND COPY CATALOGING UTILIZING Z39.50 PROTOCOL 2 ITEM LINKING
3 PROJECT MANAGEMENT SUPPORT
4 REPACKAGE INTO STANDARD DMP CASES
5 DIGITAL MEDIA PROCESSING, TO INCLUDE:
a. BARCODE
b. SPINE LABEL
c. L00K FOR! LABEL
d. BRANCH LABEL
6 LINK & AFFIX LIBRARY-SUPPLIED RFID TAGS
7 HUB LABELS
Music CD $6.65/UNIT*
INCLUDES:
1 ADAPTIVE AND COPY CATALOGING UTILIZNG Z39.50 PROTOCOL 2 ITEM LINKING
3 PROJECT MANAGEMENT SUPPORT
4 REPACKAGE INTO STANDARD DMP CASES
5 DIGITAL MEDIA PROCESSING, TO NCLUDE:
a. BARCODE
b. SPINE LABEL
c. L00K FOR! LABEL
d. PROPERTY LABEL
6 LINK & AFFIX LIBRARY-SUPPLIED RFID TAGS
7 HUB LABELS
* TITLES REQUIRNG ORIGINAL CATALOGNG WILL BE PRICED SEPARATELY AT $10.00 /TITLE.THE

COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT, INCLUDING TIE INITIAL UNIT THAT RECEIVES $10.00 CHARGE.
* AV CATALOGING AND PROCESSING PRICES FOR CDs AND DVDs ARE FOR BOTH SINGLE AND

MULTIPLE DISC FORMAT

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

216 of 461

—
BAKER & TAYLOR'S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF NVOICE. OWNERSHIP

TRANSPER AND INVOICING WLL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILITY.

INVOICES ARE MAILED TO THE LIBRARY AT THE TIME NVOICTNG OCCURS APPENDIX 2
Baker & Taylor, Inc.

Discount Terms and Conditions of Sale (Print Material and Spoken Word Audio) San Mateo Public Library
Baker & Taylor, Inc. is pleased to offer the discount terms and conditions listed . The pricing grid below provides discounts for each product category offered by Baker & Taylor.

Product
Category Category Definition (1) Price Indicator Discount I. Adult Trade Hardcover Editions
(Popular Fiction & Non-Fiction)
0 (zero) (Hardcover Trade
Editions) C (Hardcover
Computer Books)

44.0%
II. Juvenile Trade Hardcover Editions
(Popular Fiction & Non-Fiction)
J 44.00"
III.

Adult Quality Paperback Editions
(Popular Fiction & Non-Fiction) B (Paperback Trade Editions) C (Paperback Computer Books)

40.00%
IV. Juvenile Quality Paperback Editions
(Popular Fiction & Non-
Fiction)
G 40.0%
V.

Mass Market Paperback Editions
P

40.00%
VI. Single Edition Reinforced (Juvenile) R 20.0%
VII. Publisher's Library Edition (Juvenile) Z 20.00%
VIII. University Press Trade Editions A 10%
IX.

Text, Technical, Reference, Small Press,
and/or Titles of Limited Demand
(May be of any binding and includes
non-trade University Press titles and
some word audio)
S/X/N (Text, Technical, or Reference
Editions)
L (Hardcover Editions from Small,
Specialty Publishers and/or Titles of
Limited Demand)
M (Paperback Editions from Small,
Specialty
Publishers and/or Titles of limited
Demand)
T/U/V/W/4/7/Letter O (Specialty
Textbooks)
5/6/8 (Professional Medical Titles)
S = 5.0%
X = 5.0%
N = 0.0% (2)
L = 5.0% (3)
M = 5.0%
(3)
T = 0.0%
U = 5.0%
V = 5.0%
W = 0.0%

4 = 0.0%
7 = 0.0%
Letter 0 =

0.0%

5 = 0.0%
6 = 0.0%
8 = 0.0%
X.

Imported English and Non-English
Language Editions F/K/I/3
F=0.0%
K=0.0%
I= 0.0%
3= 0.0%
XI. Enhanced Service Program Y/Q 0.0% (4)
XII. Spoken Word Audio H 45.0% (5)
XIII. Board Books I 40.0%
XIV. Novelty Items/Activity Books I 40.0%
XV.

Special Programs, such as:
- PawPrints Editions
- Turtleback Editions
- Playaway Editions
D
E
All Playaway audio editions
D=0.0%
E=0.0%

20.0%
1 Please see the attached category definitions, which are attached hereto and incorporated herein by reference. Materials produced for TextStream print-on-demand services may fall into any category, depending upon the relationship established with the individual content suppliers.
2 Titles which receive minimal publisher discount will be invoiced at publisher’s list price.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

217 of 461

3 Represents publishers with limited sales volume, based upon a semi-annual review and individual titles which qualify for preferred stock status, but have limited demand (recalculated over a r olling 12 month p eriod). Also represents individual titles which do not qualify for preferred stock status, based upon quarterly review. These titles may be of any binding type or publisher of origin.
4 Titles where Ba ker & Taylor receives no discount from th e publisher or prepayment is required by the pub lisher or publishers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price. 5 (5) Category XII in Baker & Taylor's Category Definitions. Approximately 92% of Spoken Word Audio Materials purchased fall into Category XII. The remainder of Spoken Word materials may be classified as Category I, VII, VIII, IX, or XI. Discounts are based on the categories as described in proposal.

Also, please note that:
 Publisher's list price is subject to change without notice.  Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment.  Baker Taylor reserves the sole right to be the final determinant of product categories category definitio ns and price indicators. The discounts vary based on this determination.  Tittles are categorized by Baker & Taylor for pricing purposes by considering the binding, general marketing categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to relationships with publishers such as shipping terms, payment terms, publisher's discount, returnability to publishers and other factors.
 Product categories, category definitions and price indicators are subject to change at Baker & Taylor's sole discretion, without notice, based upon the above-described factors for categorizing titles.  For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions.  For imported titles where no publisher list price is assigned by the publisher for the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions.  For PawPrints editions, Baker & Taylor will such titles a price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions.
 Titles of limited demand or from small or specialty publishers generally are included in Product Category IX or Product category XI,
 The discount terms and conditions listed da not apply to Baker & Taylor's Continuations or Approval Programs.  Baker & Taylor provides an invoice that ident ifies publisher's current list price, the disco unt offered, and the exact price charged for each title ordered.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

218 of 461

Baker & Taylor, Inc.

Discount Terms and Conditions of Sale (AUDIO VISUAL MATERIAL) San Mateo Public Library
Please refer to the following Terms and C onditions of Sale for the discounts offered to the San Mateo Public Library for Audio Visual Material.

Media Price Range Discount off Current
Producer's List Price
DVD/Blu-rav Any Price 26.5%*
Music CD Any Price 27.0%*
Playaway VIEW Any Price 11.0%*
Playaway
Bookpacks
Any Price 20.0%

List prices used for calculating discounts a re manufacturers' current, suggested list prices, where available.

Where no list price is supplied by the manufacturer, a list price will be assigned by Baker & Taylor . *AV titles with minimal discount or supplier restrictions or titles from small, specialty vendors will be invoiced at Manufacturers Suggested Retail Price.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

219 of 461

EXHIBIT C

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
l . Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an "occurrence" basis, including products -completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, I l 85 or both CG 20 10 and CG 20 37 fo rms if later revisions used).

Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor's insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days' prior written notice (10 days for non-payment) has been given to the City.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

220 of 461

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VIl, unless otherwise acceptable to the City.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

DocuSign Envelope ID: A65977D1-D3D8-4CF2-97EF-938C69D1C15D

221 of 461

CITY OF SAN MATEO
3 5
7 8

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 17 Section Name: CONSENT CALENDAR Account Number: 72-4674 File ID: 22-6486 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 15, 2022
SUBJECT:

Wastewater Treatment Plant On-Call Consulting Services – Agreements RECOMMENDATION:

Approve two on-call professional services agreements for the Wastewater Treatment Plant related services to Carollo Engineers, Inc. and Brown and Caldwell, with each agreement in the amount of $400,000 for three years, with two (2) one- year extension options for up to $100,000 per year, for a maximum of five (5) years and $600,000 for each agreement; and authorize the Public Works Director to execute the agreements substantially in the form presented, to issue project- specific task orders under these agreements, and to amend the agreements within the budget amount.

BACKGROUND:

The City has identified capital improvements needed to maintain and/or improve wastewater treatment plant (WWTP) reliability, performance, and safety (Projects). These Projects will be delivered through the Clean Water Program. The proposed agreements for on-call professional services support both the Projects and also support maintenance and improvement projects implemented through the WWTP’s Operations and Maintenance groups. The required on-call professional services include, but are not limited to, alternatives analyses and engineering studies, design services, bid period services, engineering services during construction, and operational support.

The City issued a Request for Qualifications on April 28, 2022. Upon conclusion of the advertisement period on May 16, 2022, the City received six Statements of Qualifications (SOQs). Six consultants submitted SOQs, including Hazen and Sawyer, HDR, Carollo Engineers, Brown and Caldwell, CDM Smith, and Dudek. Staff evaluated and scored the SOQs and determined Carollo Engineers and Brown and Caldwell as the best qualified consultants to provide the needed on-call consulting services.

Based on the above, staff recommends awarding agreements to Carollo Engineers and Brown and Caldwell, each in an amount not to exceed $400,000 for the initial three-year term. Each agreement further includes two (2) one-year extension options in the amount of up to $100,000 per year that the City may choose to exercise. The scope of work for each project-specific task orders will be determined on an as-needed basis and issued by the Public Works Director.

BUDGET IMPACT:

Sufficient funds are available in the Clean Water Program and Wastewater Treatment Plant budgets.

ENVIRONMENTAL DETERMINATION:

The proposed action is exempt from environmental review under the California Environmental Quality Act (CEQA), since entering on-call professional services agreements is an organizational or administrative activity that will not result in direct or indirect significant physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).) In addition, on June 6, 2016, the City Council certified a Final Programmatic Environmental Impact Report (Final PEIR) (SCH No. 2015032006),

222 of 461

CITY OF SAN MATEO
3 5
7 8
which serves as the primary environmental compliance document for implementation of the Clean Water Program. On July 16, 2018, the City approved Addendum 1 to the Final PEIR, and on April 15, 2019 approved Addendum 2. Any resultant capital improvement or operations and maintenance-related projects resulting from the on-call professional consulting services shall be reviewed on an individual basis or evaluated for consistency with the PEIR and Addenda.

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Agreement with Carollo Engineers
Att 2 – Agreement with Brown and Caldwell

STAFF CONTACT
Daniel Patten, Project Manager II
[email protected]
(650) 522-7284
Azalea Mitch, Director of Public Works
[email protected]
(650) 522-7303

223 of 461

Design Professional Services Estero (PW) Page 1 of 10
Rev 7/21
AGREEMENT WITH CAROLLO ENGINEERS INC.

FOR PROFESSIONAL CONSULTANT SERVICES
FOR

WASTEWATER TREATMENT PLANT ON-CALL CONSULTING SERVICES
This agreement, made and entered into this day of ____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California, hereinafter referred to as "CITY", and Carollo Engineers Inc., a California Corporation with offices at 2795 Mitchell Drive Walnut Creek, Ca 94598 hereinafter referred to as "CONSULTANT":

RECITALS:

A. CITY desires certain professional services hereinafter described.

B. CITY desires to engage CONSULTANT to provide these professional services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF PROJECT
The scope of services to be performed by CONSULTANT under this Agreement is described in Exhibit A, Scope of Services, attached and incorporated by reference.

SECTION 2 - RELIANCE UPON PROFESSIONAL SKILL OF CONSULTANT It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done under this Agreement and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT's work by CITY does not operate as a release of CONSULTANT from said obligation.

SECTION 3 - PROJECT COORDINATION/STAFFING

3.1 CITY
AZALEA MITCH, PUBLIC WORKS DIRECTOR, will be the representative of CITY for all purposes under this Agreement. Dan Patten is hereby designated as the PROJECT MANAGER and shall supervise the day to day progress and execution of this Agreement.

3.2 CONSULTANT
CONSULTANT's services are unique and personal. CONSULTANT shall not assign or transfer its interest or obligation under this Agreement without the CITY's written consent. CONSULTANT shall not subcontract its duties under this Agreement without the CITY's written consent.

224 of 461

Design Professional Services Estero (PW) Page 2 of 10
Rev 7/21
CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Rick Chan is hereby designated as the PROJECT DIRECTOR for CONSULTANT.

CONSULTANT shall assign a PROJECT COORDINATOR to represent CONSULTANT during the day-to-day work on the Project. Rashi Gupta is hereby designated as the PROJECT COORDINATOR for CONSULTANT.

CONSULTANT shall assign additional key personnel as follows:

Kyle Leonard
Rashi Gupta
Matt Sprick
Mike Dadik
In addition, CONSULTANT is specifically authorized to subcontract with the following sub-consulting firms to assist in providing the services required by this Agreement:

V&A Consulting Engineers
Bay Area Coating Consultants
CONSULTANT shall be responsible for employing or engaging all sub-consultants necessary for performance of the CONSULTANT’s scope of work. CONSULTANT shall manage, evaluate, and incorporate sub- consultants work into the project as necessary. CONSULTANT agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

All work on this project shall be accomplished by the above named CONSULTANT's personnel and sub-consultants. CONSULTANT shall not substitute personnel or sub-consultants without the CITY's written consent.

SECTION 4 - INDEPENDENT CONTRACTOR
It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of CITY while providing services under this Agreement.

SECTION 5 - DUTIES OF CONSULTANT
CONSULTANT's services shall be furnished as described below and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director.

CONSULTANT shall be responsible for performing its services consistent with the professional skill and care ordinarily provided by professionals practicing in the same or similar locality under the same or similar circumstances. CONSULTANT shall be responsible for the professional quality, technical accuracy and

225 of 461

Design Professional Services Estero (PW) Page 3 of 10
Rev 7/21
coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards.

CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; rather, all sub-consultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY.

CONSULTANT agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirement and intentions of this Agreement.

In providing opinions of cost, financial analyses, economic feasibility projections, schedules, and quantity and/or quality estimates for potential projects, the CONSULTANT has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; the incoming water quality
and/or quantity; the way the CITY’s plant(s) and/or associated processes are operated and/or maintained; and other economic and operational factors that may materially affect the ultimate project elements, including, but not limited to, cost or schedule. Therefore, the CONSULTANT makes no warranty that the CITY’s actual project costs, financial aspects, economic feasibility, schedules, and/or quantities or quality realized will not vary from the CONSULTANT’s opinions, analyses, projections, or estimates.

SECTION 6 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project. CITY shall provide information that it holds regarding the subject of the services and CONSULTANT shall be entitled to use and rely upon all such information in the performance of the services required under this Agreement.

226 of 461

Design Professional Services Estero (PW) Page 4 of 10
Rev 7/21
CITY shall examine all documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of CONSULTANT'S work.

The CITY shall arrange for access to and make all provisions for CONSULTANT to enter upon public and private property as required for CONSULTANT to perform service hereunder.

SECTION 7 - TERM, PROGRESS AND COMPLETION
The professional services to be performed under this Agreement shall be valid for a duration of three (3) years, with up to two (2) optional one-year extensions by the City (for a potential maximum duration of five (5) years) from the commencement date. It is understood and agreed that time is of the essence of this Agreement.

CITY agrees to exercise due diligence in performing its tasks to implement the CONSULTANT's timetable.

The CONSULTANT is not responsible for damage or delay in performance caused by events beyond the reasonable control of the CONSULTANT. In the event the CONSULTANT’s services are suspended, delayed or interrupted for the convenience of the CITY or delays occur beyond the reasonable control of the CONSULTANT, an equitable adjustment in the CONSULTANT’s time of performance and cost of the CONSULTANT’s personnel and subcontractors may be made.

SECTION 8 - PAYMENT
Payment shall be made by the CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performances of the services and any reimbursable expenses set forth in this Agreement, CITY agrees to pay CONSULTANT a fee based on verified time and materials not to exceed $400,000. Requests for payments shall be itemized and correspond to the various items of work described in Exhibit A and shall be based on the rate and cost schedule set forth in Exhibit B.

At the City’s discretion, two (2) one-year extension options may be executed with additional budgets of up to $100,000 for each year extended.

CITY reserves the right to pay CONSULTANT not more than 95% of the "not to exceed" amount until a 100% project review is complete and the CITY determines that 100% of the project work is complete. 100% project completion shall include completion of Tasks 1 through 6 as listed in Attachment A.

Payment for extra work or changes in the work will not be made unless for work authorized in advance in writing by the PUBLIC WORKS DIRECTOR. Prior to commencing such extra work or changes, CONSULTANT and CITY shall agree upon an estimated not-to-exceed cost for such extra work. In no event shall CONSULTANT be paid for additional work that is necessary because of CONSULTANT's errors or oversights.

CONSULTANT shall maintain complete and accurate records as to the number of hours worked by persons and the direct costs incurred during each phase under this Agreement. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and readily accessible.

CONSULTANT shall provide free access to such books and records to the CITY at all times, shall permit the CITY

227 of 461

Design Professional Services Estero (PW) Page 5 of 10
Rev 7/21
to examine and audit those books and records, shall permit the CITY to make copies of those books and records, and shall permit the CITY to inspect all work data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. All accounting records shall provide an understandable breakdown of costs charged to this Agreement. All records encompassed by this subparagraph, as well as supporting documentation, shall be kept separate from other CONSULTANT documents and records and shall be maintained by CONSULTANT for three (3) years after CONSULTANT's receipt of final payment under this Agreement.

CONSULTANT shall bill the CITY within thirty (30) days for all compensable activity on the project.

CITY shall pay CONSULTANT within thirty (30) days of receipt of billings. If CITY disagrees with any portion of a billing, the CITY shall promptly notify CONSULTANT of the disagreement, and the CITY and the CONSULTANT shall attempt to resolve the disagreement. CITY's payment of any amounts shall not constitute a waiver of any disagreement.

SECTION 9 - CHANGES IN WORK
CITY may order changes in scope or character of work, either decreasing or increasing the amount of CONSULTANT's services by amending this Agreement. In the event that such changes are ordered, CONSULTANT shall be entitled to full compensation for all work performed prior to receipt of notice of change.

In no event shall CITY be liable for payment unless the amount of such extra compensation shall first have been agreed to in writing by CITY.

In the event that changes are ordered pursuant to this section, the schedule for progress and completion in Section 7 of this Agreement and compensation in Section 8 of this Agreement shall be adjusted by negotiation between CONSULTANT and CITY, subject to approval, if necessary by the San Mateo City Council.

SECTION 10 - CONFLICT OF INTEREST
CONSULTANT understands that its professional responsibility is solely to CITY. CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement. CONSULTANT shall not knowingly, and shall take reasonable steps to ensure that, it does not employ a person having such an interest in the performance of this Agreement. If after employment of a person, CONSULTANT discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, CONSULTANT shall promptly sever the employment relationship.

SECTION 11 - TERMINATION
A. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY may, by ten days written notice to CONSULTANT, terminate this Agreement in whole or in part at any time, either for CITY's convenience or because of the failure of CONSULTANT to fulfill its agreement obligations. Upon receipt and within ten days of such notice CONSULTANT shall:

1. Immediately discontinue all services affected (unless the notice directs otherwise); and

228 of 461

Design Professional Services Estero (PW) Page 6 of 10
Rev 7/21

2. Deliver to CITY all data, documents, reports, estimates, summaries and such other information and materials as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in progress.

B. If the termination is for the convenience of CITY, CONSULTANT shall be compensated for all authorized work performed prior to notification of termination but no amount shall be allowed for anticipated profit on unperformed services.

C. If, after any notice of termination for failure to fulfill agreement obligations, it is determined by a court or other arbitrator that CONSULTANT had not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, adjustment in the agreement price shall be made as provided in paragraph (B) of this section.

D. CONSULTANT may terminate this Agreement or suspend work on the project upon sixty (60) days written notice to CITY, but only in the event of substantial failure of performance by CITY or in the event CITY abandons or indefinitely postpones the Project.

E. Upon termination of this Agreement or suspension of work on the project by either CITY or CONSULTANT, all duties of CITY and CONSULTANT as set forth in Sections 5 and 6 herein above shall terminate.

SECTION 12 - STATUS OF REPORTS
All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of the CITY, whether the project for which they are made is executed or not. All documents furnished to CONSULTANT by the CITY and all reports and supportive data prepared by the CONSULTANT in connection with the performance of this Agreement are the CITY's property and shall be delivered to the CITY upon the completion of CONSULTANT's services or at the CITY's written request. All reports, information, data, and exhibits prepared or assembled by CONSULTANT in connection with the performance of its services pursuant to this Agreement are confidential until released by the CITY to the public, and the CONSULTANT shall not make any of these documents or information available to any individual or organization not employed by the CONSULTANT or the CITY without the written consent of the CITY before any such release.

Any reuse of completed documents or use of partially completed documents without written verification or concurrence by CONSULTANT for the specific purpose intended will be at CITY’s sole risk and without liability or legal exposure to CONSULTANT.

SECTION 13 - INSURANCE
CONSULTANT shall procure and maintain for the duration of the contract and three years thereafter (five years for building or major improvements) the insurance as specified in Exhibit C of the Agreement.

229 of 461

Design Professional Services Estero (PW) Page 7 of 10
Rev 7/21
SECTION 14 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY.

SECTION 15 - INDEMNITY
CONSULTANT agrees to hold harmless and indemnify City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents, from and against any alleged claims, loss, liability, damage, and expense arising out of CONSULTANT’s performance of this Agreement, except those claims arising out of CITY’s active negligence or willful misconduct. CONSULTANT
agrees to defend CITY of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and, against any such claims.

With regard to any design professional services performed by CONSULTANT, CONSULTANT agrees to hold harmless and indemnify City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents, from and against any and all claims, loss, liability, damage, and expense to the extent arising out of CONSULTANT’s negligence, recklessness, or willful misconduct.

CONSULTANT agrees to defend City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents, against any such claims to the extent of CONSULTANT’s negligence, recklessness, or willful misconduct. In no event shall the cost to defend charged to the CONSULTANT exceed the CONSULTANT’s proportionate percentage of fault.

SECTION 16 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 17 - COSTS AND ATTORNEYS FEES
Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5000 for attorney’s fees arising out of an action, or actions to enforce the provisions of this Agreement.

230 of 461

Design Professional Services Estero (PW) Page 8 of 10
Rev 7/21
SECTION 18 - NONDISCRIMINATION
CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its sub-consultants shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 19 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a blind draw.

SECTION 20 - LITIGATION
CONSULTANT shall testify at CITY's request if litigation is brought against CITY in connection with CONSULTANT's services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT's wrongdoing, CITY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT's standard hourly rates at the time of actual testimony.

SECTION 21 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Daniel Patten
WWTP On-Call Engineering Services
City of San Mateo
2050 Detroit Drive
San Mateo, Ca 94404
To CONSULTANT: Carollo Engineers Inc.

Attn: Rick Chan
2795 Mitchell Drive
Walnut Creek, Ca 94598

231 of 461

Design Professional Services Estero (PW) Page 9 of 10
Rev 7/21
SECTION 22 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENTS This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONSULTANT.

SECTION 23 – AUTHORITY TO ENTER INTO AGREEMENT
CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

SECTION 24 – SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

SECTION 25 - GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.

SECTION 26 - VENUE
In the event of litigation, venue will be in the County of San Mateo.

SECTION 27 – THIRD PARTIES
The services to be performed by CONSULTANT are intended solely for the benefit of the CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on the CONSULTANT’s performance of its services hereunder, and no right to assert a claim against the CONSULTANT by assignment of indemnity rights or otherwise shall accrue to a third parties as a result of this Agreement or the performance of the CONSULTANT’s services hereunder.

232 of 461

Design Professional Services Estero (PW) Page 10 of 10
Rev 7/21
IN WITNESS WHEREOF, CITY OF SAN MATEO and Carollo Engineers Inc. have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONSULTANT
Azalea Mitch
Public Works Director
Date Rick Chan
Its Authorized Agent
Senior Vice President
Date

APPROVED AS TO FORM CONSULTANT
Linh P. Nguyen
Assistant City Attorney
Date Michael Barnes
Corporate Secretary
Date
Attachments:

Exhibit A: Scope of Services
Exhibit B: Rate Schedule
Exhibit C: Insurance Requirements

233 of 461

EXHIBIT A

SCOPE OF SERVICES

234 of 461

ATTACHMENT A SCOPE OF SERVICES
Scope of Services
The Consultant will provide on-call consulting services for all project elements listed in this Scope of Services.

For each task order, the City shall provide the Consultant or Consultant(s) with a scope of work. The Consultant shall produce a proposal with the scope, fee and schedule. The City with then negotiate with the Consultant to finalize the scope, fee and schedule and assign a task order.

Typical tasks that are required of the Consultant under these categories are detailed in the following sections. Throughout the design of this project, the Consultant will submit deliverables for review and approval by the City and other governing agencies as required. A preliminary description of proposed deliverables has been provided in this Scope of Services and will be finalized during contract and fee negotiations.

The deliverables required by the Consultant will vary depending on the task. All drawings and maps shall be developed using AutoCAD, and PDFs capable of plotting at a legible scale, on both 11x17” and 22x34” sheets.

Additional deliverable information is provided in the various task descriptions below.

For the 60%, 90%, and 100% design submittals, the Consultant shall attend review meetings with City staff where the submittals will be presented to the City and will demonstrate that City comments have been addressed.

The City reserves the right to discontinue, alter, or postpone services at any time.

Task 1 – General Services
Project management and coordination include tasks that will be performed by the Consultant throughout the project. Task 1 will cover all general services required to complete task orders assigned by the City. These services include:
 General Project Management and Coordination
 Risk Management
 Workshops and Meetings
 Management of Subconsultants and Subcontractors
Task 1.1 – Project Management
Task 1.1.1 – General Management
The Consultant will be responsible for detailed management of the project, including subconsultants and subcontractors, and will keep the City appraised of the status of the project.

The Consultant will provide the key management personnel as described in their proposal on this project. The Consultant will not reassign the key project personnel without prior approval of the City per the Standard Agreement for Professional Consultant Services.

Task 1.1.2 – Progress Report
The Consultant will prepare and submit monthly progress reports that include a narrative of the work completed by task, project action item log, upcoming work, project issues, budget and schedule status, percent complete, cost to complete, earned value versus actual spent analysis, potential scope or budget changes, and other important project information. The monthly progress report will be

235 of 461

ATTACHMENT A SCOPE OF SERVICES
submitted with the project invoice as part of the monthly request for payment. The invoices will comply with Program standards. The invoices will document the man-hours and billing rates for staff for each task in the WBS, as well as overhead, profit and any direct costs. The current and previous billing period invoicing, as well as a summary of the budget spent, budget remaining, cost to complete, and all backup documentation for expenses will be included. The monthly progress report and project schedule will be submitted with the project invoice as part of the monthly request for payment.

Task 1.2 – Risk Management
The Consultant will lead the development and maintenance of a Risk Management Plan in coordination with the Program’s risk management team. This will include an initial meeting with the City to identify and mitigate potential risk to the project. The risk meeting will be conducted within one month after Notice to Proceed and will be addressed as needed throughout the course of the project. This meeting will be about one hour in length and may be combined with other meetings between the City and Consultant. Consultant shall keep the Risk Management Plan up to date throughout the work.

Task 1.3 – Workshops and Meetings
The Consultant will prepare and submit to the City an agenda and meeting minutes for each formal meeting or workshop and hold progress meetings. Assume monthly meetings for design work and monthly for services during construction.

Task 1.4 – Quality Control
The Consultant will develop a Quality Assurance/Quality Control (QA/QC) Plan for implementation of the Scope of Work. The Consultant’s QA/QC Plan will be reviewed and approved by the City Project Manager and will include or reference all the controls necessary for implementation. QA/QC Plans shall include detailed requirements for providing the required integrity for all field work, including conducting the explorations, sampling, and sample custody and transport. All QA/QC procedures for laboratory work shall be included. Each submittal, or partial submittal of testing results shall be accompanied by a written certification, signed by the Consultant’s Project Manager and the responsible individual from the applicable subconsultant, stating that all QA/QC procedures have been complied with for the information or submittal being delivered to the City.

Submittals that do not include the written certification of compliance or that contain gross deficiencies or errors requiring a significant amount of the City staff time for checking will be returned without review until the City is satisfied that a thorough Consultant’s review, compliance with standards, checking and correction for coherence, consistency, spelling, etc., has been performed.

Task 1.5 – Management of Subconsultants
If the Consultant requires the services of any subconsultants, then the Consultant will include a list of them in the proposal, explain why they are needed, and provide a general description of their effort.

The Consultant will manage the activities of subconsultants during performance of the project. All requirements of the contract shall also apply to subconsultants.

Task 2 –Alternatives Analysis and Engineering Studies
Task 2.1 Field Investigations
The Consultant may conduct field investigations as required to verify if there are any potential impacts to/from surrounding features that need to be addressed in the design for each wastewater treatment plant project. The City may provide drawings, specifications, photos, operational data or ArcGIS information in relation to the specific locations that is identified for projects to the Consultant for use on the project.

236 of 461

ATTACHMENT A SCOPE OF SERVICES
The field investigation shall note all impacts that may be affected by the needed improvements. The Consultant shall conduct a thorough investigation of the site, which includes taking pictures of the site and documenting any obstacles in the way, The Consultant will be responsible for obtaining all permits and access agreements to perform the survey and providing any necessary traffic control.

If a Subconsultant is used for this work, the Consultant will identify the Subconsultant with the response to this RFP.

Task 2.2 Technical Memoranda
The consultant may be responsible for reviewing and evaluating information provide to them by the City and / or collected in Task 2.1. Task 2.2 may include qualitative and quantitative data analyses, engineering calculations and cost estimation. Examples of work may include, but not be limited to:
 Analysis of WWTP operational data.
 Evaluation of new or existing process equipment.
 Feasibility studies.

The results of this work shall be included in technical memoranda provided to the City and / or other deliverables as agreed upon during task order development.

Task 3 – Project Design and Construction Documents
This task shall be conducted independently for each wastewater treatment plant project awarded to Consultant. All design work shall be in conformance with the Clean Water Program design guidelines and standards which will be provided to the Consultant during the negotiation phase.

Task 3.1 – 60% Design Development
The design activities and design elements shall become more concrete once the projects are assigned and shall be at a 60% level of completion.

A statement signed by Consultant’s Project Manager that all deliverables have been reviewed or otherwise checked in full conformance with the Consultants QA/QC Plan will be required.

All design work shall be in conformance with the Clean Water Program design guidelines and standards which will be provided to the Consultant during the negotiation phase.

The 60% design deliverable shall include one print ready PDF on electronic media acceptable to the City of all deliverables.

Task 3.1.1 – Field Investigations
The Consultant may conduct field investigations as required to verify if there are any potential impacts to/from surrounding features that need to be addressed in the design for each wastewater treatment plant project. The City may provide record information in relation to the specific locations that is identified for projects to the Consultant for use on the project.

The field investigation shall note all impacts that may be affected by the needed improvements. The Consultant shall conduct a thorough investigation of the site, which includes taking pictures of the site and documenting any obstacles in the way. The Consultant will be responsible for obtaining all permits and access agreements to perform the survey, and providing any necessary traffic control.

This work shall be completed before commencing with Task 3.2.

If a Subconsultant is used for this work, the Consultant will identify the Subconsultant with the response to this RFP.

237 of 461

ATTACHMENT A SCOPE OF SERVICES
Task 3.1.2 – 60% Design Submittal
The design activities and design elements shall include initial design drawings, calculations, databases, specifications, schedule and any other project documentation to support this submittal and shall be at a 60% level of completion.

A statement signed by Consultant’s Project Manager that all deliverables have been reviewed or otherwise checked in full conformance with the Consultants QA/QC Plan will be required.

All design work shall be in conformance with the Clean Water Program design guidelines and standards which will be provided to the Consultant during the negotiation phase. Consultant and City shall conduct a workshop to verify that all City comments on the 60% submittal have been addressed.

The 60% design deliverable shall include one print-ready PDF on electronic media acceptable to the City of all deliverables.

Task 3.2 – 90% Design Development
For the 90% Design Submittal, the major design elements shall be well-established and essentially complete. All supplementary/auxiliary design elements shall be incorporated between the 60% and 90% Design Submittal for a complete design package. Drawings for all disciplines shall be substantially complete. Specifications shall be substantially complete and include all sections and all divisions including the legal, procedural, and general “front end” sections.

Discipline calculations, databases, construction cost estimates, schedule, and other project support documentation will be updated and submitted to the City to reflect the status of the Drawings and Detailed Specifications and will support the 90% design submittal workshops.

A construction cost estimate (AACE Class 2) with basis of estimate narrative and construction sequencing plan and schedule shall be included with the deliverables.

This submittal will include all finished, checked and complete plans and specifications. No new drawings and/or specification sections by the Consultant will be expected after this stage. All City comments on the previous submittal will have been resolved, rejected, addressed and/or incorporated in this submittal. The project is essentially finished and submitted as complete. The only missing effort is the City final review and regulatory approval with comment incorporation.

Consultant’s checking will include a review of all deliverables within each discipline (i.e. drawings, detailed specifications, project support documentation, etc.) and an inter-discipline coordination cross-check to correct discrepancies among the project documents.

Consultant and City shall conduct a workshop to verify that all City comments have been addressed and all permit conditions are accounted for.

The 90% design deliverable shall include one print-ready PDF on electronic media acceptable to the City of all deliverables. The 90% design deliverable shall include a statement signed by Consultant’s Project Manager that all deliverables have been reviewed or otherwise checked and that they are in full conformance with Consultant’s QA/QC Plan. Additionally, the City will require the Consultant to fill out and sign the City’s QC Certification form.

Task 3.3 – 100% Design and Bid Documents
This task shall be conducted independently for each identified project(s) awarded to the Consultant. All design work shall be in conformance with the Clean Water Program design guidelines and standards, which will be provided to the Consultant during the negotiation phase.

Following receipt of all City and regulatory review comments on the 90% Design Submittals, the

238 of 461

ATTACHMENT A SCOPE OF SERVICES
Consultant will prepare a Final (100%) Design and will submit the 100% design submittal as a final check set. The final check set shall include all bid documents. Prior to submittal, the Consultant will have performed an inter-disciplinary cross-check of the design changes made since the 90% design submittal and corrected the related discrepancies. The Consultant will not add any new drawings or make any changes to the plans or specifications that are not a result of comments received by the City, regulatory review, or a final in-house quality control check. Consultant and City shall conduct a workshop to verify that all City comments have been addressed and all permit conditions are accounted for. After the City’s back-check review is complete, Consultant shall revise the documents and submit Final Bid Documents.

The 100% back-check design deliverable shall include a statement signed by Consultant’s Project Manager that all deliverables have been reviewed or otherwise checked in full conformance with Consultant’s QA/QC Plan.

The 100% back-check design deliverable shall include one print-ready PDF on electronic media acceptable to the City of all deliverables.

The Final Bid Documents will include finished, checked and completed plans and specifications, and will incorporate all City comments from previous submittals. The Consultant will document in-house changes and submit them to the City along with the Final Bid Documents.

The Final Design submittals will also include all final databases, reports, construction schedules, cost estimates, engineering calculations and bid ready project plans and specifications.

All plans, detailed specifications and engineering calculations will be stamped and signed by a Registered Engineer in the State of California.

An updated construction cost estimate (AACE Class 1) and construction sequencing plan and schedule will be included with the deliverables.

The Final Bid Documents deliverable shall include one print-ready PDF on electronic media acceptable to the City of all deliverables. The City will print formal Bid Documents.

Task 4 – Bid Period Assistance
This task shall be conducted independently for each identified project(s) awarded to the Consultant. The Consultant shall provide assistance during the bid period, including the following:
 Participate in the pre-bid conference, if necessary.
 Prepare responses to bidder’s questions.
 Prepare addenda to Bid Documents, as needed.
 Participate in reviewing alternate equipment and material proposals from the contractor, if applicable.
 Participate in the evaluation of the submitted bids, furnish consultation and advise to City staff, and assist with all the related equipment, cost and other analyses as required to finalize the award decision.
 Prepare conformed drawings and specifications that incorporate all addenda. The Final Conformed Documents deliverable shall include one print ready PDF on electronic media acceptable to the City.

Task 5 – Construction Phase Services
This task shall be conducted independently for each identified project(s) awarded to the Consultant.

The Consultant shall provide services during construction, which may include the following:
 Attendance at pre-construction conference and construction progress meetings

239 of 461

ATTACHMENT A SCOPE OF SERVICES
 General technical support
 Periodic field visits
 Submittal review
 Request for information responses and review
 Change order and contract document modifications preparation and review  Progress payment application review
 Construction closeout support
 Preparation of record drawings
Task 6 – Other Professional Services
This task shall be for other services not explicitly included in Tasks 1 – 5. Task 6 may include, but not be limited to, operational and maintenance support, cost estimation services or material inspections.

240 of 461

EXHIBIT B

RATE SCHEDULE

241 of 461

CAROLLO ENGINEERS, INC.

FEE SCHEDULE

City of San Mateo
California

Hourly Rate
Engineers/Scientists
Assistant Professional $215.00
Professional 235.00
Lead Professional 255.00
Project Professional 270.00
Lead Project Professional 280.00
Senior Professional 285.00
Technicians
Assistant Technicians 155.00
Technicians 175.00
Senior Technicians 195.00
Support Staff
Document Processing / Clerical 135.00

Other Direct Expenses
Travel and Subsistence at cost
Mileage Charge

at IRS Reimbursement Rate
Subconsultant cost + 5%
Other Direct Cost at cost
Expert Witness Rate x 2.0

This fee schedule will be in effect through December 31, 2023 and is subject to annual revisions of up to an average of 3 percent per year starting January 1, 2024 due to labor adjustments.

242 of 461

EXHIBIT C

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if CONSULTANT has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate If the CONSULTANT maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the CONSULTANT; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the CONSULTANT’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the CONSULTANT’s insurance and shall not contribute with it.

Waiver of Subrogation

243 of 461

CONSULTANT hereby grants to City a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the City by virtue of the payment of any loss under such insurance.

CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the CONSULTANT to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
CONSULTANT shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

244 of 461

Design Professional Services Estero (PW) Page 1 of 10
Rev 7/21

AGREEMENT WITH BROWN AND CALDWELL

FOR PROFESSIONAL CONSULTANT SERVICES
FOR

WASTEWATER TREATMENT PLANT ON-CALL CONSULTING SERVICES
This agreement, made and entered into this day of ____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California, hereinafter referred to as "CITY", and Brown and Caldwell, a California Corporation with offices at P.O. Box 45208 San Francisco, Ca 94145-0208 hereinafter referred to as "CONSULTANT":

RECITALS:

A. CITY desires certain professional services hereinafter described.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF PROJECT
The scope of services to be performed by CONSULTANT under this Agreement is described in Exhibit A, Scope of Services, attached and incorporated by reference.

SECTION 3 - PROJECT COORDINATION/STAFFING

245 of 461

Design Professional Services Estero (PW) Page 2 of 10
Rev 7/21
CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Angela MacKinnon is hereby designated as the PROJECT DIRECTOR for CONSULTANT.

CONSULTANT shall assign a PROJECT COORDINATOR to represent CONSULTANT during the day-to-day work on the Project. Colin Casey is hereby designated as the PROJECT COORDINATOR for CONSULTANT.

CONSULTANT shall assign additional key personnel as follows:

Marc Nakamoto
Mary Lou Romero
Dan Gagne
Mike Walkowiak
Aren Hansen
Tom Chapman
Rick Kelly
Lance Salerno
Joey Cheng
Dane Forsberg
Peter Murphy
George Anipsitakis
Shouhreh, Rouhani
In addition, CONSULTANT is specifically authorized to subcontract with the following sub-consulting firms to assist in providing the services required by this Agreement:

JDH Corrosion Consultants Inc.

Klaranlagen Beratung Kopp
CONSULTANT shall be responsible for employing or engaging all sub-consultants necessary for performance of the CONSULTANT’s scope of work. CONSULTANT shall manage, evaluate, and incorporate sub- consultants work into the project as necessary. CONSULTANT agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

246 of 461

Design Professional Services Estero (PW) Page 3 of 10
Rev 7/21
SECTION 5 - DUTIES OF CONSULTANT
CONSULTANT's services shall be furnished as described below and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director.

CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

SECTION 6 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.

CITY shall examine all documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of CONSULTANT'S work.

247 of 461

Design Professional Services Estero (PW) Page 4 of 10
Rev 7/21
SECTION 7 - TERM, PROGRESS AND COMPLETION
The professional services to be performed under this Agreement shall be valid for a duration of three (3) years, with up to two (2) optional one-year extensions by the City (for a potential maximum duration of five (5) years) from the commencement date. It is understood and agreed that time is of the essence of this Agreement. Neither CITY nor CONSULTANT shall be considered in default of this Agreement for delays in performance to the extent caused by circumstances beyond the reasonable control of the nonperforming party.

CITY agrees to exercise due diligence in performing its tasks to implement the CONSULTANT's timetable.

While CONSULTANT has made reasonable efforts to incorporate into its plan for the Project any known current project impacts of the COVID-19 pandemic, CONSULTANT has not accounted for, and is not responsible for, unknown future changes due to the COVID-19 pandemic, including, without limitation, additional restrictions by government agencies or others (such as the availability of the site for access or client or consultant staff or others) to the extent they delay or otherwise impact the Project. In that event, CONSULTANT will notify CITY and work in good faith to equitably address any unexpected impacts therefrom.

At the City’s discretion, two (2) one-year extension options may be executed with additional budgets of up to $100,000 for each year extended.

CONSULTANT shall provide free access to such books and records to the CITY at all times, shall permit the CITY to examine and audit those books and records, shall permit the CITY to make copies of those books and records, and shall permit the CITY to inspect all work data, documents, proceedings, and activities related to

248 of 461

Design Professional Services Estero (PW) Page 5 of 10
Rev 7/21
this Agreement for a period of three (3) years from the date of final payment under this Agreement. All accounting records shall provide an understandable breakdown of costs charged to this Agreement. All records encompassed by this subparagraph, as well as supporting documentation, shall be kept separate from other CONSULTANT documents and records and shall be maintained by CONSULTANT for three (3) years after CONSULTANT's receipt of final payment under this Agreement.

CONSULTANT shall bill the CITY within thirty (30) days for all compensable activity on the project.

In no event shall CITY be liable for payment unless the amount of such extra compensation shall first have been agreed to in writing by CITY.

SECTION 10 - CONFLICT OF INTEREST
CONSULTANT understands that its professional responsibility is solely to CITY. CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement. CONSULTANT shall not knowingly, and shall take reasonable steps to ensure that, it does not employ a person having such an interest in the performance of this Agreement. If after employment of a person, CONSULTANT discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly remove the employee from the project and will engage the affected parties to determine the appropriate method of resolution, such as the creation of ethic walls to prevent the exchange of information between employees, project teams or offices.

1. Immediately discontinue all services affected (unless the notice directs otherwise); and

249 of 461

Design Professional Services Estero (PW) Page 6 of 10
Rev 7/21

SECTION 12 - STATUS OF REPORTS
All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and upon payment to CONSULTANT of undisputed amounts due, and shall be the property of the CITY, whether the project for which they are made is executed or not. Any modifications or reuse of such documents for purposes other than those intended by the Agreement shall be at the CITY’s sole risk and without liability to CONSULTANT. All documents furnished to CONSULTANT by the CITY and all reports and supportive data prepared by the CONSULTANT in connection with the performance of this Agreement upon payment to CONSULTANT of undisputed amounts due, are the CITY's property and shall be delivered to the CITY upon the completion of CONSULTANT's services or at the CITY's written request. All reports, information, data, and exhibits prepared or assembled by CONSULTANT in connection with the performance of its services pursuant to this Agreement are confidential until released by the CITY to the public, and the CONSULTANT shall not make any of these documents or information available to any individual or organization not employed by the CONSULTANT or the CITY without the written consent of the CITY before any such release. Notwithstanding the foregoing, CONSUTLANT shall have no confidential obligation with respect to information that: (i) becomes generally available to the public other than as a result of disclosure by CONSULTANT or its agents or employees; (ii) was available to CONSULTANT on a non-confidential basis prior to its disclosure by CITY; or (iii) becomes available to CONSULTANT from a third party who is not, to the knowledge of CONSULTANT, bound to retain such information in confidence.

250 of 461

SECTION 15 - INDEMNITY
CONSULTANT agrees to hold harmless and indemnify City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents, from and against any alleged claims, loss, liability, damage, and expense arising out of CONSULTANT’s performance of this Agreement, except those claims arising out of CITY’s active negligence or willful misconduct. To the extent
permitted by Civil Code 2782.8, CONSULTANT agrees to defend CITY of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and, against any such claims.

251 of 461

SECTION 21 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Daniel Patten
WWTP On-Call Engineering Services
City of San Mateo
2050 Detroit Drive
San Mateo, Ca
To CONSULTANT: Brown and Caldwell
Attn: Angela MacKinnon
P.O Box 45208
94145-0208

252 of 461

This document may be amended only by written instrument, signed by both CITY and CONSULTANT.

SECTION 25 - GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.

SECTION 26 - VENUE
In the event of litigation, venue will be in the County of San Mateo.

IN WITNESS WHEREOF, CITY OF SAN MATEO and Brown and Caldwell have executed this Agreement the day and year first above written.

CITY OF SAN MATEO CONSULTANT
Azalea Mitch
Public Works Director
Date Angela MacKinnon
Its Authorized Agent
Vice President
Date

APPROVED AS TO FORM CONSULTANT
Linh P. Nguyen
Assistant City Attorney
Date Rob Goodson
Corporate Secretary
Date

253 of 461

Design Professional Services Estero (PW) Page 10 of 10
Rev 7/21
Attachments:

Exhibit A: Scope of Services
Exhibit B: Rate Schedule
Exhibit C: Insurance Requirements

254 of 461

Exhibit A Page 1 of 2

EXHIBIT A

SCOPE OF SERVICES

255 of 461

Scope of Services
The Consultant will provide on-call consulting services for all project elements listed in this Scope of Services.

Additional deliverable information is provided in the various task descriptions below.

The City reserves the right to discontinue, alter, or postpone services at any time.

256 of 461

submitted with the project invoice as part of the monthly request for payment. The invoices will comply with Program standards. The invoices will document the man-hours and billing rates for staff for each task in the WBS, as well as overhead, profit and any direct costs. The current and previous billing period invoicing, as well as a summary of the budget spent, budget remaining, cost to complete, and all backup documentation for expenses will be included. The monthly progress report and project schedule will be submitted with the project invoice as part of the monthly request for payment.

The Consultant will manage the activities of subconsultants during performance of the project. All requirements of the contract shall also apply to subconsultants.

257 of 461

The field investigation shall note all impacts that may be affected by the needed improvements. The Consultant shall conduct a thorough investigation of the site, which includes taking pictures of the site and documenting any obstacles in the way, The Consultant will be responsible for obtaining all permits and access agreements to perform the survey and providing any necessary traffic control.