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HomeMy WebLinkAboutBackstage Library Works; 2021-06-08;City Attorney Approved Version 6/12/18 1 AGREEMENT FOR DIGITIZATION SERVICES BACKSTAGE LIBRARY WORKS THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Backstage Library Works, a Utah corporation, ("Contractor”). RECITALS City requires the professional services of a digitization vendor that is experienced in scanning fragile and oversized materials to archival standards. Contractor has the necessary experience in providing these professional services and advice related to archival collections, 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 one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be 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. DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00ADebbie Jo McCool Sarah Dana Sheila CrosbyDebbie Jo McCool Suzanne Smithson Ed Garbo June 8th City Attorney Approved Version 6/12/18 2 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. 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. For City For Contractor Name Sheila Crosby Name Nate Cothran Title Deputy Library Director Title Secretary Department Library & Cultural Arts Address 9 S Commerce Way City of Carlsbad Bethlehem, PA 18017 Address 1250 Carlsbad Village Drive Phone No. 801-356-1852 Carlsbad, CA 92008 Email ncothran@bslw.com Phone No. 760-434-2876 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. 8. 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 categories. Yes No 9. 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. DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A City Attorney Approved Version 6/12/18 3 10. 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. 11. 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. 12. 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. 13. 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. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A City Attorney Approved Version 6/12/18 4 15. 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 – Backstage Library Works CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As authorized by City Manager John Merrill, CEO (print name/title) ATTEST: By: (sign here) For BARBARA ENGLESON Nate Cothran, Secretary 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: For CELIA A. BREWER, City Attorney By: Deputy/Assistant City Attorney DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A Audra Mahoney Audra Mahoney City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES The Carlsbad History Collection at the Carlsbad City Library holds photographic prints and slides. Some photographic prints are considered “oversize” because they exceed the dimensions of the Library’s scanners. The Library also has a large collection of 35mm slides, which take considerable time to digitize in-house. 1. Digitization Practices/Standards: a. Contractor will digitize these materials to archival standards: • The oversized images will be scanned at 300ppi 24-bit color archival, uncompressed color TIFF images. • The slides will be scanned at 2400ppi 24-bit color archival, uncompressed color TIFF images. b. Contractor will complete the scanning using nondestructive measures. • The photo prints will be cropped to show the photo edge and leave a black border. o The backsides of photo prints will not be captured. o The photo prints files will be named according to item number penciled on back of print (e.g. item HP1581.138 will be HP1581_138.tif). • The slides will be cropped to the frame edge o The slides files will be named using the following schema: bbb_fff_sss_001.tif (box number, folder number, series, sequential counter). • All TIFF files will be quality-controlled for quality and completeness. • Derivative files (jpegs) will be included. 2. City of Carlsbad to: Ship the materials and pay for all roundtrip shipping and shipping insurance costs. Ship to Utah location: Backstage Library Works, 25 East 1700 South, Provo, UT 84606 Attn: Beth Ann Goodwill, email: bgoodwill@bslw.com Provide a hard drive to Contractor for file storage. 3. Digitization Rates/Payment Information: a. The costs for digitizing the various formats is agreed to at the following rates: • Direct capture from photographic prints, up to 22” x 34”, using copyboard stand and glass, is $0.80 per image • Direct capture from 35mm mounted slides using a light box is $1.20 per image b. The total cost for the work completed by Contractor shall not exceed $2,000. c. All invoices submitted to Debbie Jo McCool at debbiejo.mccool@carlsbadca.gov or designee shall be sufficiently detailed to include related services and total costs. Payment will be made upon delivery and acceptance of files. Final invoice approval will be completed by the City’s Library & Cultural Arts Director or designee. DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/24/2021 License # 92472 (801) 685-6891 (801) 685-2899 25674 Backstage Library Works, Inc 25 E 1700 S Provo, UT 84606 19038 A 1,000,000 X ZPP-41N24026-21-I5 3/1/2021 3/1/2022 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A X BA-6P580778-21-I5-G 3/1/2021 3/1/2022 9,000,000A CUP6P58887A-21-I5 3/1/2021 3/1/2022 10,000 9,000,000 B UB8P295139 3/1/2021 3/1/2022 1,000,000 1,000,000 1,000,000 Certificate holder and the city of Carlsbad are named as additional insured for the General Liability per attached form. Carlsbad City Library 1250 Carlsbad Village Drive Carlsbad, CA 92008 BACKLIB-01 KRUSSELL Beehive Insurance Agency 302 West 5400 South #101 Salt Lake City, UT 84107-8225 Kim Russell krussell@beehiveinsurance.com Travelers Property Casualty Co of America Travelers Casualty & Surety Company Aggregate X X X X X X X X DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A BA-6P580778-21-I5-G DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A DocuSign Envelope ID: 77040F97-941B-407C-8BA6-41459DD5F00A