HomeMy WebLinkAbout2026-03-10; City Council; Resolution 2026-049Exhibit 1
RESOLUTION NO. 2026-049 .
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH BIBLIOTHECA, LLC FOR THE PURCHASE,
IMPLEMENTATION, ONGOING LICENSING AND SUPPORT OF AUTOMATED
LIBRARY MATERIAL HANDLING AND RADIO FREQUENCY IDENTIFICATION
SYSTEMS FOR AN AMOUNT NOT TO EXCEED $748,800
WHEREAS, the City of Carlsbad’s automated material handling and radio frequency
identification systems need upgrading and replacing to meet operational goals and objectives; and
WHEREAS, staff solicited requests for proposals and received four submittals from qualified
firms; and
WHEREAS, staff reviewed the submittals and negotiated an agreement with Bibliotheca, LLC,
which staff recommends executing; and
WHEREAS, under Carlsbad Municipal Code Section 3.28.060(D)(5) relating to the procurement
of professional services and services, City Council approval is required because the first year of the
agreement will cost more than $100,000 for that agreement year; and
WHEREAS, the budget to procure the purchase, implementation, licensing and support for the
first year of the agreement is available in the Strategic Digital Transformation Investment Program fiscal
year 2025-26 Budget; and
WHEREAS, the funding for the agreement’s future years will be considered on an annual basis
in the Information Technology Department’s annual budget requests; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.That the proposed action is not a “project” as defined by California Environmental
Quality Act, or CEQA, Section 21065 and CEQA Guidelines Section 15378(a) and does
not require environmental review under CEQA Guidelines Section 15060(c)(2) because
the action is limited to the purchase of the automated materials handling and radio
frequency identification systems from Bibliotheca, LLC. The action has no potential to
cause either a direct physical change in the environment or a reasonably foreseeable
indirect physical change in the environment.
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3.That the agreement with Bibliotheca, LLC (Attachment “A”) is approved and the City
Manager or designee is authorized to execute all required procurement documents on
behalf of the City.
4.That the purchase of the automated materials handling and radio frequency
identification systems products and services under the agreement shall not exceed
$748,800 for the term of the agreement.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City
of Carlsbad on the 10th day of March, 2026, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
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AGREEMENT FOR
AUTOMATED MATERIAL HANDLING (AMH) AND RADIO FREQUENCY IDENTIFICATION
(RFID) SYSTEM IMPLEMENTATION, EQUIPMENT PURCHASE AND MAINTENANCE SERVICES
BIBLIOTHECA, LLC
THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of
_________________________, 2026, by and between the City of Carlsbad, California, a municipal
corporation ("City"), and Bibliotheca, LLC, a Delaware limited liability company
("Contractor"),(collectively, the “Parties”) for AMH and RFID systems, software, and maintenance.
RECITALS
A.City requires the professional services of a Contractor that is experienced in the
implementation and maintenance of AMH and RFID systems.
B. Contractor has the necessary experience in providing professional services and advice
related to such products and services that together comprise the systems listed above.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to
provide such products and services pursuant to the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are
defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of six (6) years from the date first above written.
The City Manager may amend the Agreement to extend it for two (2) additional one (1) year terms.
Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5.COMPENSATION
The total fee payable for the Services to be performed during the initial six-year Agreement term shall not
exceed seven hundred forty-eight thousand eight hundred dollars ($748,800). No other compensation for
the Services will be allowed except for items covered by subsequent amendments to this Agreement. If
City elects to extend the Agreement, the amount shall not exceed fifty-two thousand six hundred twenty-
Attachment A
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two dollars ($52,622) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit
“A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or Services specified in Exhibit "A."
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under the control
of City only as to the result to be accomplished, but will consult with City as necessary. The persons used
by Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to this Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the
indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and
its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys’ fees arising out of the performance of the work
described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any
of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under California Civil Code Section
2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully
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incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and,
upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability
for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of
fault.
The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or
on behalf of an injured employee under City’s self-administered workers’ compensation program is
included as a loss, expense or cost for the purposes of this section, and that this section will survive the
expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to City as an additional
insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal and 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.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $1,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
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10.1.5 Cyber Liability Insurance. At all times during the performance of work under this
Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will
carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000
per occurrence or claim, and $2,000,000 aggregate.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 City will be named as an additional insured on Commercial General Liability which shall
provide primary coverage to City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and
will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to City.
10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
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13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name IT Director Name Contract Administrator
Title IT Director Title Contract Administrator
Dept IT Department Address 11190 Hudson Blvd. N, Suite 300
CITY OF CARLSBAD LAKE ELMO, MN 55042
Address 1635 Faraday Ave Phone 678-336-7980
Carlsbad, CA 92008 Email contracts-na@bibliotheca.com
Phone 442.339.2454
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes տ No ܈
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
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17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18. 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.
19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination, harassment, and retaliation.
21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
22. TERMINATION
In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this
Agreement for nonperformance after providing a 30-day cure period by notifying Contractor by certified
mail of the termination. If City decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor.
Upon notification of termination, Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a determination
of fact based upon the work product delivered to City and of the percentage of work that Contractor has
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performed which is usable and of worth to City in having the Agreement completed. Based upon that
finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
24. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
25. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California without regard
to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a
court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
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27. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than City
and Contractor.
28. TECHNOLOGY TERMS AND CONDITIONS
28.1 Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is
for the provision of Public Cloud Services where City’s sensitive data may be exchanged, Contractor shall
provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a
SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates
during the term of the Agreement.
28.2 Data Location and Ownership. The Contractor shall provide its services to the City and its end
users solely from data centers in the continental United States. Storage of City data at rest shall be
located solely in data centers in the United States. Contractor will notify the City of any plans to relocate
its hosted services to another data center. Contractor shall not allow personnel or subcontractors to
store City data on portable devices, including personal computers, except for devises that are used and
kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access
City data remotely only as required to provide technical user support or other customer support. The
City will own all right, title and interest in City data that is related to the services provided by this
Agreement.
28.3 Information Technology Access. All electronic and information technology procured through
this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation
Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the
Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990
(42 US.C. 12101 et seq.), including the Department of Justice’s final rule revising the regulation
implementing Title II of the Americans with Disabilities Act to establish specific requirements, including
the adoption of specific technical standards, for making accessible the services, programs, and activities
offered by State and local government entities to the public through the web and mobile applications
(“apps”) which became effective June 24, 2024 (89 FR 31320.). And in accordance with California
Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly
respond to and resolve any complaint regarding accessibility that is brought to the attention of the
Contractor.
28.4 Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City
data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of
City data within its control using security technologies and techniques in accordance with standard
industry practices for such data. In no event may Contractor’s action or inaction result in any situation
that is less secure than the security Contractor provides for its own systems and data.
28.5 Data Breach Responsibilities. This section only applies when there is a breach of City data within
the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or
sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or
reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably
requested by the City to investigate and resolve the data breach and provide daily updates; (3)
quarantine the data breach and ensure secure access to City data; (4) promptly implement necessary
remedial measures; and (5) document responsive actions taken related to the data breach.
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28.6 Background Checks. As permitted or required by law, the Contractor shall conduct criminal
background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the
Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal
fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up
to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of
importance of securing the City’s information among the Contractor’s employee and agents.
28.7 Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law,
Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed
officials, employees, and volunteers from any and all third-party claims, costs (including without
limitation reasonable attorneys’ fees), damages, and losses for infringement or violation of any U.S.
Intellectual Property Right by any product or service provided by this Agreement. With respect to claims
arising from software manufactured by a third party and sold by Contractor as reseller, Contractor will
pass through to the City such indemnity rights as it receives from such third party and will cooperate in
its enforcement.
i. Aside from Contractor’s indemnification obligation, should the product or services or
any part of them become, or in Contractor’s reasonable opinion be likely to become, the subject
of a claim for infringement of a third party intellectual property right, then Contractor shall, at
its sole option and expense: (i) procure for City the right to use and access the infringing or
potentially infringing item(s) of the service or product (“Infringing Item”) free of any liability for
infringement; or (ii) replace or modify the Infringing Item with a non-infringing substitute
otherwise materially complying with the functionality of the replaced system; or (iii) if neither of
the foregoing is reasonably practicable, terminate the right to use and access the Infringing Item
and refund a prorated amount of any amount already paid. However, in the event Contractor
exercises option (iii), Contractor shall provide City with ninety (90) days of use and access to the
Infringing Item prior to termination.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
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30. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 2026.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California Bibliotheca, LLC,
a Delaware limited liability company
By: By:
(sign here) City Manager
Matthew Bellamy, CEO
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Morgen Fry, Assistant City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
City Attorney
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EXHIBIT A
SCOPE OF SERVICES, EQUIPMENT AND FEES
Following this page and forming a part of the Agreement is Contractor’s work to be performed,
services and equipment to be provided to the City. The total not-to-exceed amount of the
Agreement is $748,800, which includes initial equipment costs and ongoing maintenance as
detailed below, over the initial six-year term of the Agreement.
1. CONTACT INFORMATION
Contractor:
Account Executive Tarina Peterson, 651-417-5060, t.peterson@bibliotheca.com
City:
Business Technology Manager, Devin Castel, 442-339-2065, devin.castel@carlsbadca.gov
Senior Management Analyst, Brent Gerber, 442-339-2498, brent.gerber@carlsbadca.gov
IT administration general phone number: 442.339.2450
Library administration general phone number: 442-339-2011
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed at another address.
2. OWNERSHIP OF DATA
Contractor does not own any data, information or material that is submitted to the Software
("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality,
integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of
all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction,
destruction, damage, loss, and failure to store any Customer Data.
3. NON-DISCLOSURE
Contractor will not use City's Customer Data for purposes other than those necessary to fulfill the
requirements of the Agreement. Contractor shall not disclose to third parties Customer Data
without the prior written consent of the City.
4. INSURANCE
Contractor represents and warrants the payment processor Comprise Technologies used by
Contractor for credit card payment processing currently has in force the SCOTTSDALE
INSURANCE COMPANY® PRIVACY PLUS COVERAGE, which includes the PCI Advantage
Insurance Program and has agreed to continue the same or equivalent in force throughout the
term of this agreement. Contractor will cause Comprise Technologies to provide the City with an
endorsement to the policy which provides for advance notification to the City if the policy is
terminated.
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5. TERMS AND CONDITIONS OF SUPPORT AND MAINTENANCE
5.1 Billing cycle for support and maintenance. Support and maintenance billing will be on
an annual basis beginning after the 12 month warranty. Warranty begins at date of delivery
with the exception of AMH which is at City acceptance.
5.1.1 Contractor shall provide the maintenance and support services during the service
period by telephone, facsimile, email, on-site visit, and online support portal.
Response levels will be based on the following severity levels:
x Severity 1: The Equipment or component is unusable; the fault is business
critical and there is no workaround available.
x Severity 2: The Equipment or component is usable, but an important function
is not working correctly and/or supported by a workaround.
x Severity 3: Minor problem. Contractor guarantees to respond to all service calls
within two (2) hours of the initial call to the Contractor help desk from the City.
5.1.2 Contractor guarantees to respond to all service calls within two (2) hours of the
initial notification to the Contractor help desk from the City via phone, email,
facsimile, on-site, or online portal. Remote support technician will be fully trained
by the manufacturer to perform support on related hardware or software.
5.1.3 For Severity 2 or Severity 3 service calls received outside of the Contractor help
desk operating hours, the City will receive a callback by the end of business the
next day. For Severity 1 issues, the City will have access to an after-hours
escalation number and will receive a callback within 2 hours. For issues that can
be resolved remotely, the resolution will be within 24-hours from the initial help
desk call from the City.
5.1.4 For issues that require on-site support, Contractor guarantees to be on-site within
24 hours of being notified by the City that the equipment or any component (self-
service unit, security gate, workstation, AMH) is out-of-service. The on-site support
technician will be fully trained by the manufacturer to perform service on any
related hardware or software. For these outages, Contractor guarantees to have a
resolution in place for outages related to their solution within 24-hours after the
initial on-site visit.
5.2 Contractor shall be responsible for outbound shipping costs of products and components
covered under this agreement.
5.3 Hardware. In consideration of payment of the Agreement price, Contractor will furnish
labor and replacement parts necessary to maintain the Equipment specified in this agreement in
proper operating condition during the term of this Agreement, provided that the Equipment is
installed by an authorized Bibliotheca Service Provider and used as directed. This Service
Agreement covers Equipment failure during normal usage. Contractor agrees to provide:
5.3.1 On-site remedial maintenance during On-Site Coverage Hours (except for depot
repair agreements) When Contractor is notified that the Equipment is not in good working
order. Contractor will provide a toll-free telephone number for City to place, and Contractor
will receive, Equipment maintenance service calls twenty-four (24) hours per day, seven
(7) days per Week.
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5.3.2 All labor, service parts and Equipment modifications Contractor deems necessary to
maintain the Equipment in good working order. All service parts will be furnished on an
exchange basis and will be new parts or parts of equal quality. For certain Equipment,
Contractor reserves the right to replace the entire unit with new equipment or equipment
of equal quality when Contractor determines that replacement is more economical than
on-site repair. All Equipment and service parts removed for replacement become the
property of Contractor.
5.4 Software. In consideration of payment of the Agreement price, Contractor will furnish
over-the-phone software support and remote troubleshooting of the Contractor Software specified
in this Agreement as well as updates necessary to maintain the Contractor Software specified in
this Agreement in proper operating condition during the term of this Agreement, provided that the
Contractor Software is installed and used as directed. Contractor agrees to provide:
x All software configuration modifications Contractor deems necessary to maintain the
Contractor Software in good working order
x Contractor Software updates
x Internet Filter list updates (as applicable)
x A toll-free telephone number for City to place and Contractor to receive software support
calls. Over-the-phone software support calls may be placed twenty-four (24) hours per
day, seven (7) days per week. Calls will be addressed during Contractor Software
Support Coverage Hours in the order they were received.
5.5 The basic maintenance fee does not include and Contractor is not obligated to provide or
perform repair of damage or increase in service time caused by (i) failure of the City to provide
continually a proper operating environment and supply of power as prescribed by the Equipment
manufacturer; (ii) accident; (iii) Acts of God, including but not limited to fire, flood, water, wind and
lightning; (iv) neglect, abuse or misuse; (v) failure of the City to follow Contractor’s published
operating instructions; (vi) modification, service or repair of the Equipment by other than
Contractor authorized personnel; (vii) use of Equipment for purposes other than for which
designed; (viii) painting or refinishing the equipment; (ix) relocation of the equipment; (x)
replacement of broken or damaged cabinetry; to include items such as lattices, base covers, book
check covers, etc.; (xi) electrical work external to the Equipment; (xii) cosmetic restoration (e.g.,
filling of holes in floor or walls, plugging or wire run openings, removal of tape residue, etc.) after
removal or relocation of equipment for any reason; (xiii) restoration of Equipment performance
when it has been degraded by placement of unauthorized interference sources within the affected
range of said equipment; (xiv) service requests related to use of markers (strips) other than those
manufactured by Contractor or its authorized distributor(s), (xv) modification, or repair of the
Contractor Software by other than Contractor authorized personnel; (xvi) use of the Contractor
Software for purposes other than for which designed; (xvii) virus / hacker activity; (xviii) Non-
Contractor Software related updates and upgrades including, but not limited to, Operation
System, Anti-Virus, Intrusion Detection; and (xix) labor or materials associated with consumables
such as receipt printer paper, separator jaws, patron counter batteries, and similar items.
5.6 Assignment of Warranties on Hardware Products. In addition to Contractor's
obligations under this Agreement, Contractor assigns to the City all rights of Contractor or its
subcontractors under any manufacturer's warranties applicable to Hardware Products purchased
under this Agreement to the extent such assignment is permitted under such warranties. Such
assignment will be effective upon payment of the Total Purchase Price and all other charges
invoiced for the shipment of the Products. Except as provided in this Agreement, Contractor shall
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have no obligation to provide maintenance support or other services for Hardware Products
purchased under this Agreement.
6. EQUIPMENT MAINTENANCE POLICY
The supplied self-service solution will be maintainable throughout the life of the Equipment while
it has a valid support contract. All parts will be replaced and/or repaired free of charge should they
become defective during the life of the equipment. This excludes any consumables (toner, printer
paper, receipt paper, etc.).
Contractor guarantees its tags for the life of the items to which they are affixed. Should the City
find a tag that is inoperable, Contractor will replace it, free of charge.
One year warranty begins at the date of receipt of RFID equipment (see Exhibit B for
Warranty). AMH one year warranty begins at City acceptance.
See below Section 8 for pricing table
7. SOFTWARE LICENSE AGREEMENT
Contractor grants the City and the City accepts the following licensed rights and limitations
("License") for the City's use of Contractor-provided software.
7.1 Software. Software, under the terms and conditions of this License ("Software"), means
any of the following components provided to the City by Contractor:
7.1.1 Any computer programs provided by Contractor, either consisting of a set of
instructions, calculations and/or statements loaded in a computer (or a device
which incorporates a computer) or recorded on a computer readable medium for
loading in a computer.
7.1.2 Supportive instructional/reference materials such as: training materials, manuals,
on-screen tutorials, and other computer program relevant materials whether on
paper or computer readable media ("Documentation"); and
7.1.3 Any new release, update, upgrade, enhancement, addition, supplement,
modification of a program or additional Contractor Software and/or its
Documentation provided by Contractor, subsequent to the initial delivery, that is
not licensed by specific reference under a mutually agreed upon separate license
agreement.
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8. Pricing Sheets
RFID Pricing Terms:
50% invoiced on order placement; 50% invoiced at customer receiving equipment - NET 30.
AMH Pricing Terms:
50% invoiced on order placement; 40% invoiced at customer receiving equipment; 10% invoiced
at system acceptance - NET 30.
Pricing includes products, set-up and configuration (where applicable) and 12-month warranty.
Item QTY Unit Price
Extended
Price
DOVE - RFID
selfCheck™ 3000 - base kiosk/Desktop 6 $5,800.00 $34,800.00
SC2500/3000 payment terminal, Comprise Vega 3000 and includes
Comprise payment gateway 6 $1,189.00 $7,134.00
Comprise Vega 3000 PED Pack and arm 6 $199.00 $1,194.00
SMS receipt - annual license - one device 6 $99.00 $594.00
quickConnect selfCheck NoveList (Recommendation) Integration, 1
license 6 $199.00 $1,194.00
selfCheck™ 3000 - full height leg 4 $800.00 $3,200.00
sC3000, height adjust leg, cash payment, US currency 2 $7,949.00 $15,898.00
Subscription: libraryConnect™ LINK subscription - Enterprise license 1 $1,999.00 $1,999.00
RFID gate Ultra Direct mount, 1 aisle 1 $11,450.00 $11,450.00
staffConnect™ gate Individual License (Year 1) 1 $199.00 $199.00
RFID workstation shielded 23 $539.00 $12,397.00
staffConnect™ link Individual Licence 23 $25.00 $575.00
RFID workstation™ USB 1 $635.00 $635.00
Equipment Disposal Fee for selfCheck 1000s and Gates at Dove & Cole 1 $3,904.00 $3,904.00
Shipping and handling 1 $10,660.00 $10,660.00
Dove Total RFID Year 1 $105,833.00
Sales Tax $7,854.00
Implementation Total $113,687.00
Service and Maintenance (5 years for the equipment listed above for
Dove – Years 2-6 of agreement) 5 $19,732.00 $98,660.00
Dove AMH
Dove 11 Bin Flex AMH (including warranty & Install) 1 $137,565.00 $137,565.00
Acer LED Monitor 2 NA NA
Logitech Keyboard 3 NA NA
AMH Bin Large 1 $799.00 $799.00
Equipment Disposal Fee 1 $1,300.00 $1,300.00
Equipment Uninstall Fee 1 $1,445.00 $1,445.00
Freight Premium Service (by Sea) 1 $15,830.00 $15,830.00
Dove Total AMH Year 1 $156,939.00
Sales Tax $12,163.00
Implementation Total $169,102.00
Service and Maintenance (5 years for the Dove AMH listed above –
Years 2-6 of agreement) 5 $10,695.00 $53,475.00
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Cole RFID Equipment
selfCheck™ 3000 - base kiosk/Desktop 4 $5,800.00 $23,200.00
SC2500/3000 payment terminal, Comprise Vega 3000 and includes
Comprise payment gateway 4 $1,189.00 $4,756.00
Comprise Vega 3000 PEDPack and arm (sC500 and sC3000) 4 $199.00 $796.00
SMS receipt - annual license - one device 4 $99.00 $396.00
quickConnect selfCheck NoveList (Recommendation) Integration, 1
license 4 $199.00 $796.00
selfCheck™ 3000 - full height leg 3 $800.00 $2,400.00
sC3000, height adjust leg, cash payment, US currency 1 $7,949.00 $7,949.00
RFID gate Ultra Direct mount, 1 aisle 2 $11,450.00 $22,900.00
staffConnect™ gate Individual License (Year 1) 1 $199.00 $199.00
RFID workstation shielded 8 $539.00 $4,312.00
staffConnect™ link Individual Licence 8 $25.00 $200.00
Shipping and Handling 1 $7,585.00 $7,585.00
Cole Total RFID Year 1 $75,489.00
Sales Tax $5,733.00
Implementation Total $81,222.00
Service and Maintenance (5 years for equipment listed above for Cole
– Years 2-6 of agreement) 5 $12,702.00 $63,510.00
Cole AMH
Cole 7 Bin Flex AMH (including warranty & install) 1 $80,860.00 $80,860.00
Acer LED Monitor 1 NA NA
Logitech Keyboard 2 NA NA
AMH Bin Large 1 $799.00 $799.00
Equipment Disposal Fee 1 $1,300.00 $1,300.00
Equipment Uninstall Fee 1 $1,445.00 $1,445.00
Freight Premium Service (by Sea) 1 $9,195.00 $9,195.00
Cole Total AMH Year 1 $93,599.00
Sales Tax $7,254.00
Implementation Total $100,853.00
Service and Maintenance (5 years for Cole AMH listed above – Years 2-
6 of agreement) 5 $6,705.00 $33,525.00
Learning Center RIFD Equipment
selfCheck™ 3000 - base kiosk/Desktop 1 $5,800.00 $5,800.00
SC2500/3000 payment terminal, Comprise Vega 3000 and includes
Comprise payment gateway 1 $1,189.00 $1,189.00
sC 3000 Height Adjust Leg - Cash Payment 1 $7,949.00 $7,949.00
SMS receipt - annual license - one device 1 $99.00 $99.00
Comprise Vega 3000 Arm 1 $199.00 $199.00
quickConnect selfCheck NoveList (Recommendation) Integration, 1
license 1 $199.00 $199.00
RFID workstation shielded 4 $539.00 $2,156.00
staffConnect™ link Individual License 4 $25.00 $100.00
Shipping and Handling 1 $1,665.00 $1,665.00
Learning Center Total RFID Year 1 $19,356.00
Sales Tax $1,470.00
Implementation Total $20,826.00
Service and Maintenance (5 years for equipment listed above for
Learning Center – Years 2-6 of agreement) 5 $2,788.00 $13,940.00
Custom 1-1 Training 1 NA NA
AGREEMENT TOTAL $748,800.00
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9. MAINTENANCE LOCATIONS
Carlsbad City Library
1775 Dove Lane
Carlsbad, CA 92011
Georgina Cole Library
1250 Carlsbad Village Drive
Carlsbad, CA 92008
Library Learning Center
3368 Eureka Place
Carlsbad, CA 92008
10. HEALTH & SAFETY
For all activities occurring at City facilities, all Parties must adhere to the guidance from the
state, county, and local authorities on health and safety protocols. City staff will inform
Contractor what the current guidelines are prior to their arrival and entering any City facility. The
safety protocols may be modified at any time due to changing rules, regulations, or
circumstances.
11. INVOICING & PAYMENT
All invoices shall be submitted to the City's Community Services Business Technology Manager
or designee at renewals@carlsbadca.gov (Information Technology Renewals email) and shall be
sufficiently detailed to include related activities. Final invoice approval will be completed by City's
I.T. Technology Director or designee.
Agreement Totals by Year
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Totals
Dove - RFID
Implementation 113,687$ -$ -$ -$ -$ 113,687$
Maintenance - 19,732 19,732 19,732 19,732 19,732 98,660
Dove - AMH
Implementation 169,102 - - - - 169,102
Maintenance - 10,695 10,695 10,695 10,695 10,695 53,475
Cole - RFID
Implementation 81,222 - - - - 81,222
Maintenance - 12,702 12,702 12,702 12,702 12,702 63,510
Cole - AMH
Implementation 100,853 - - - - 100,853
Maintenance - 6,705 6,705 6,705 6,705 6,705 33,525
LLC - RFID
Implementation 20,826 - - - - 20,826
Maintenance - 2,788 2,788 2,788 2,788 2,788 13,940
485,690$ 52,622$ 52,622$ 52,622$ 52,622$ 52,622$ 748,800$
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Exhibit B
One Year Limited Warranty
Contractor warrants that the equipment provided in conjunction with any Contractor
developed and supplied system to be free from factory defects for a period of one year
from date of receipt of equipment.
This limited warranty does not extend to any Contractor product which has been
subjected to abuse, misuse, neglect, improper installation, or accident, or any damage
due to use or misuse produced from integration of the products into any mechanical,
electrical, or computer systems. Further, any abuse, misuse, neglect, improper
installation, accident, enhancement, modification, alteration or change made without
Contractor’s written consent will invalidate Contractor’s Limited Product Warranty.
In the event that it is determined the equipment failure is covered under this warranty,
Contractor shall, at its sole option, repair or replace the piece of equipment with
functionally equivalent or better equipment and return such repaired or replaced
equipment without charge for service or return freight.
This limited warranty, except as to title is in lieu of all other warranties or guarantees,
either express or implied, and specifically excludes, without limitation, warranties of
merchantability and fitness for a particular purpose under the uniform commercial code
or arising out of custom or conduct. The rights and remedies provided in this Agreement
are exclusive and in lieu of any other rights or remedies. In no event shall Contractor’s
liability for personal injury or property damage exceed the amount of insurance coverage
required by this Agreement..
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