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HomeMy WebLinkAboutPreservation Technologies LP; 2018-06-21;AGREEMENT FOR DIGITIZATION SERVICES PRESERVATION TECHNOLOGIES, LP. AGREEMENT is made and entered into as of the ;:J /~ day of ------4~.JS.~11¥'-~-' 2018, by and between the CITY OF CARt§sAo, a municipal ion, (' ity"), and Preservation Technologies L.P., a Pennsylvania partnership actor"). RECITALS City requires the professional services of a digitization vendor that is experienced in transferring analog audio cassettes to digital formats following archival standards. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of nine (9) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed two thousand dollars ($2,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services 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 results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation 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. City Attorney Approved Version 4/1/15 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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. The Contractor shall report investments or interests in all four categories. 8. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will City Attorney Approved Version 4/1/15 2 be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14. 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. CONTRACTOR, Preservation Technologies, L.P. (sign here) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California HEATHER PIZZUTO Library & Cultural Arts Director ATTEST: BARBAENGlEsoN .. City Clerk 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. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney By:_~,t~l ()~~ _ Assistant brt,y Attorney City Attorney Approved Version 4/1/15 3 EXHIBIT "A" SCOPE OF SERVICES The Carlsbad History Collection at the Carlsbad City Library holds a collection of oral histories, recorded on 37 analog compact audio cassettes, between the years 1970 and 2010. 1. The Contractor, Preservation Technologies, L.P., will digitize the cassette tapes to archival standards and provide preservation master, edit master, and streaming files: a. Preservation Masters: 24-bit, 96kHz Broadcast Wave Format b. Edit Masters: 16-bit, 44.1 kHz, Broadcast Wave Format c. Streaming Files: MP3 Format 2. The costs for Contractor to digitize each asset is agreed to at the following rate: a. $30.00 per asset (cassette) 3. The digitization cost includes: a. Cleaning and preparation of tapes b. Transfer of each asset head to tail capturing all substantive content. If the interview ends before the end of the cassette, the engineer will check the rest of the tape for additional content to capture. c. Derivative files d. Quality-control of all files: i. Any defects found in the recordings will be written to the metadata spreadsheet. ii. All files will be named using the following schema (information to be supplied by the City): surname_ dddddddd_001.wav (interviewee surname (no character limit), date (yyyymmdd), sequential counter (to indicate part)) e. Standard XML metadata 4. The City will provide a 4TB external hard drive to Contractor for file storage. 5. The City will pay all shipping and insurance costs for transporting materials to and from the vendor. 6. The total cost for the work completed by Contractor shall not exceed $2,000. Payment will be made upon delivery and acceptance of files. Invoices shall be sufficiently detailed to include related activities and costs for approval by Sr. Librarian Sarah Dana or designee. City Attorney Approved Version 4/1 /15 4 PRESE-2 OP ID: TMK ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 03/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~cT Kelly Drum Henderson Brothers, Inc. ritJgN:o Extl:412-261-1842 Irie~ Nol: 412-261-4149 920 Ft Duquesne Blvd Pittsburgh, PA 15222 ~t1l~~ss: kjdrum@hendersonbrothers.com Kelly Drum INSURER(S) AFFORDING COVERAGE NAIC# INsuRER A: Great Northern Insurance 20303 INSURED Preservation Technologies, LP INSURER B: Federal Insurance Company 20281 111 Thomson Park Drive Cranberry Township, PA 16066 INSURERC: INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER !MM/DD/YYYYl IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 ~ ==i CLAIMS-MADE 0 OCCUR DAMAGE TO REN I cu 35793321 EUC 09/15/2017 09/15/2018 PREMISES (Ea occurrence\ $ 1,000,000 ~ MED EXP (Any one person) $ 10,000 Empl E&O PERSONAL & ADV INJURY $ 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 ~ 0PRO-DLOC PRODUCTS -COMP/OP AGG $ 1,000,00C POLICY JECT OTHER: Empl Ben $ 1,000,00C AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00C (Ea accident\ ~ A ANY AUTO 74980085 09/15/2017 09/15/2018 BODILY INJURY (Per person) $ ~ ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ x x NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS f Per accident\ ~ $ X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 9,000,00C B EXCESS LIAB CLAIMS-MADE 79813814 09/15/2017 09/15/2018 AGGREGATE $ 9,000,00C OED I X I RETENTION$ 0 $ WORKERS COMPENSATION XI ~~fTuTE I I lJTH-AND EMPLOYERS' LIABILITY ER B Y/N 71653756 09/15/2017 09/15/2018 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION CARLCTL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Carlsbad City Library THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1250 Carlsbad Village Drive Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I I~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued SEPTEMBER 15, 2017 TO SEPTEMBER 15, 2018 APRIL 17, 2018 3579-33-21 EUC PRESERVATION TECHNOLOOIES, L.P. GREAT NORTHERN INSURANCE COMP ANY APRIL 18, 2018 This Endorsement applies to the following forms: GENERAL LIABil.,ITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CARLSBAD CITY LIBRARY 1250 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization Endorsement last page Page 2 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CARLSBAD CITY LIBRARY 1250 CARLSBAD VILLAGE DRIVE CARLSBAD, CA 92008 All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization Endorsement last page Page 2