City of Camarillo

Red Folder Item City Council Agenda Item XIX B

AGENDA REPORT

Date: October 13, 2010

To: Honorable Mayor and Councilmembers

From: . Bruce Feng, City Manager~ 0

Submitted by: Richard Petropulos, Director of General Services

Subject: Selection of Library Operator and Approval of Appropriation

SUMMARY

City staff has received a proposal from Library Systems & Services, LLC (LSSI) for the delivery of public library services at the Camarillo Public Library. A public-private partnership with LSSI will provide the City of Camarillo the opportunity for management control and cost-effective library services operations. LSSI will provide staff and library expertise to administer the day-to-day library services operations. City staff will continue the administration of the library facility. City staff recommends City Council approval of the proposed 5-year professional services agreement with LSSI as the library services operator effective January 1,2011.

DISCUSSION

Subsequent to the opening of the new Camarillo Library in March 2007, the Ventura County Library System (VCLS) Commissioners acknowledged the financial inequity suffered by Camarillo from the increasing disproportionate share of the VCLS budget obligation, which at the current level is approximately one-third of the total budget for the six cities (Camarillo, Fillmore, Ojai, Port Hueneme, San Buenaventura and Simi Valley) and Ventura County. In response to the financial inequity to Camarillo, VCLS Commissioners directed staff to develop a new VCLS Memorandum of Understanding

. (MOU) to better co-share with the membership the financial burden of balancing the VCLS budget. Unfortunately after a year plus of discussion, a new MOU was not developed which could be unanimously supported by the VCLS members. Thus, a proposed new MOU was not presented to the VCLS Commissioners.

As a result of no change to the current MOU, Camarillo staff next considered other alternatives to provide public library services in a fiscally cost-effective manner with the goal to maintain the same level of quality community library services. Three options for public library services were considered: 1) City Operated; 2) County Contract; and

Selection of Library Operator October 13, 2010

Page 2

3) Public-Private Contract. Some of the basic Pros and Cons of each option are shown in the following table.

o f

P

C

ipnon ros ons
1. City Operated • Management control over library • Need to hire and train additional
operations, planning, library financing & City staff
budget • Need for additional technical
• Opportunity to join SCLS or another support (systems, network, etc)
cooperative • Learning curve for learning
• Greater accountability library operations
• One time capital "start up"
operating costs
2. County Contract • Unknown due to County contract • Unknown due to County
proposal not received by City of contract proposal not received
Camarillo by City of Camarillo
3. Public-Private • Ability to meet January 1, 2011 • One time capital "start up"
Contract withdrawal schedule operating costs
• Management control over library • Need to negotiate contract
, operations, planning, library financing & outlining service levels
budget
• Opportunity to join SCLS or another
cooperative
• Greater accountability
• Greater opportunity for alternative
revenue sources including grants
• City could assume direct operation at a
later date
• Depth of staff coverage for illness and
vacation
• Contractor has personnel & staffing
responsibilities
• Economy of scale for purchasing Options

Option 1, City Operated: Coordinating the transition of library services from VCLS to

. the City of Camarillo would require immediate and vast public library management experience which City staff does not have. The January 1, 2011 deadline was established in order to coordinate property tax revenue with the County Assessor and to minimize further financial impact. The City would not be able to meet the January 1 deadline if the City operated the library and needed to hire a city librarian and other top library employees, install software, convert data and train staff, because of these and other challenges it is staff's recommendation that the City Operated option not be considered.

Option 2. County Contract: To date, a County contract proposal has not been submitted.

XIX B 2

Selection of Library Operator October 13, 2010

Page 3

Option 3, Public-Private Contract: Library Systems and Services, LLC (LSSI) has submitted a proposal for public-private library management services beginning January 1, 2011 which intends to maintain the same level of library services in a cost-effective manner. LSSI has been providing innovative services and products to libraries for 29 years; 13 years operating public libraries with specialization that focuses LSSI's corporate resources on this single operational area. LSSI is recognized as the leader in the provision of outsourced library services, and partners with various communities ranging from populations of 10,000 to nearly two million residents. The LSSI proposal includes a comprehensive scope of work which features:

• Administration - Accounting, payroll, vendor services, LSSI staff employment, long-range and strategic planning with goals and objectives working with City and stakeholders.

• Governance - Develop and maintain effective working relationships with local staff, elected officials, Library board members, other appointed officials and community groups such as the Friends of the Library, members of the genealogical society, etc.

• Fiscal Responsibility:

o Develop and maintain effective and efficient financial procedures.

o Review all aspects of Library operation and service for efficiency and cost-effectiveness, while making changes as appropriate.

o Lead preparation of annual operating and capital budget requests.

o Continue to seek innovative means of adding value at little or no additional cost, including the procurement of grants.

• Management and Reporting:

o Prepare and provide regular reports to City, describing Library activities and recommending changes in policies, procedures and operations as necessary and appropriate.

o Prepare and provide timely statistical reports to the City on Library activities.

• Staff Development and Coaching:

o Support orientation and professional development of all Library Staff.

o Provide leadership and guidance to maximize Library Staff effectiveness in Library operations.

• Public Services:

o Provide prompt, friendly and accurate assistance in the use of the Library.

o Provide prompt and accurate circulation, information and reference services.

o Provide requested materials promptly.

XIXA 3

Selection of Library Operator October 13, 2010

Page 4

• Collections - Provide high quality materials on a wide variety of subjects in varied formats for all age groups present in the community, according to established collection management plans.

• Programming - Provide high quality, effective educational, recreational and cultural programs of interest to all age groups present in the community.

• Information Technology - Develop and implement short and long range plans to procure, install and support sufficient hardware, software, network, telecommunications and other resources necessary to support the Library staff's mission.

• Marketing - Effectively disseminate information and promote use of the Library, resources and services.

• Facilities - Work with Library Staff and local officials to ensure effective building maintenance by promptly identifying and reporting problems with the physical plant.

The 5-year proposal cost is approximately $1.5 million per year with a 1.5 percentage inflation factor each year, plus a suggested $400,000 multimedia book budget for a total cost of approximately $1.9 million. The current VCLS Commission approved fiscal year 2010/2011 budget for Camarillo's share is $2,998,053. Therefore, the LSSI proposal includes maintenance of the same quality of library services with a budget reduction of approximately $1 million compared to the VCLS current fiscal year budget. The City of Camarillo financial net gain is approximately $673,000 after considering the estimated $425,000 Ventura County unincorporated area property tax loss subtracted due to the City of Camarillo leaving the VCLS membership.

City staff contacted the City of Moorpark, Shasta County and Jackson County, Oregon where each agency has transitioned to a municipal library in recent years and each agency identified LSSI as the only firm with the requisite, experience and qualification to manage a municipal library. City staff independently researched library management service providers and such research confirmed that LSSI is the recognized national leader in this field and that there are no other providers operating in Southern California. As demonstrated above LSSl's proposal is not only competitive, but represents a significant cost savings to the city.

Withdrawal from the County Library is at the sole option and decision of the City Council, following a public hearing, as provided for in Sections 19104 and 19106 of the California Education Code. Upon withdrawal, the City is entitled to receive all property tax revenues allocated to the Camarillo Public Library from within City boundaries. The City's co-share portion of the VCLS budget to provide library services continues to increase and there are concerns over the County's proposal to reduce services to the

XIXA 4

Selection of Library Operator October 13, 2010

Page 5

VCLS libraries. Withdrawing from the County Library system will provide Camarillo greater local control over our library services and operating budget and at lower costs.

BUDGET IMPACT

An appropriation of $1.5 million into the Library Operations Fund, Contract Services, (Account No. 101-4550-468.35-98) will be required. The property tax revenues are to be used to offset the costs to operate the library when they are received from the County of Ventura.

SUGGESTED ACTION

Authorize the City Manager to: 1) enter into a Professional Services Agreement with Library Systems & Services, LLC for library services operations; 2) approval of appropriation of $1.5 million to the Library Operating Fund to cover the base year costs of Year 1; and 3) approval to issue a purchase order to Library Systems & Services, LLC in the amount of $1 ,486,104 for the base year costs of Year 1.

ATTACHMENTS

Agreement for Services

Finance Review: JM

XIXA 5

CITY OF CAMARILLO

PROFESSIONAL SERVICES AGREEMENT With

LIBRARY SYSTEMS & SERVICES, LLC

XIXA 6

Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Section 16.

. Section 17.

Section 18. Section 19. Section 20. Section 21. Section 22.

TABLE OF CONTENTS

Page No.

Term of Agreement. 1

Scope and Performance of Services 1

Additional Services and Changes in Services 2

Compensation and Payment. 2

Familiarity with Services and Site 2

Required Documentation Prior to Performance 3

Time of Performance; Excusable Delays; Extensions 4

Cooperation by City 4

Project Documents 4

Consultant's Books and Records 5

Status of Consultant. 5

Compliance with Applicable Laws 6

Nondiscrimination 6

Unauthorized Aliens 6

Conflicts of Interest. 7

Confidential Information; Release of Information 7

Indemnification 8

Insurance 9

Assignment. 9

Termination of Agreement. 9

Default. 10

Notices 10

Section 23. General Provisions 11

EXHIBIT A - SCOPE OF SERVICES A-1

EXHBIT B - COMPENSATION B-1

EXHIBIT C - INSURANCE C-1

CAM #4822-9008-9479 vl

1

PROFESSIONAL SERVICES AGREEMENT

XIXA 7

PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is effective as of January 1, 2011 ("Effective Date"), and is between the City of Camarillo, a California general law city and municipal corporation ("City") and Library Systems & Services, LLC, a Maryland limited liability company ("Consultant").

Section 1. Term of Agreement.

Subject to the provisions of Section 20 (,'Termination of Agreement"), the term of this Agreement will be for a period commencing on the Effective Date and will terminate upon the completion of Consultant's services.

Section 2. Scope and Performance of Services.

2.1 Consultant agrees to perform the services set forth in Exhibit A ("Scope of Services"), which is made a part of this Agreement.

2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, and all other means Whatsoever, except as otherwise expressly specified in this Agreement, necessary or proper to perform and complete the services required of Consultant under this Agreement.

2.3 Consultant's designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B ("Key Personnel & Compensation"), which is made a part of this Agreement.

2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant's key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City's written approval with respect of any changes in key personnel prior" to the performance of any services by replacement personnel.

2.5 Consultant must obtain City's prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.

2.6 Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement. In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in

- 1-

XIXA 8

providing services similar to those required of Consultant under this Agreement. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 3. Additional Services and Changes in Services.

3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in this Agreement or listed in the Scope of Services, unless such additional services are authorized in advance and in writing by City.

3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.

3.3 City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly. All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.

Section 4. Familiarity with Services and Site.

4.1 By executing this Agreement, Consultant warrants that Consultant:

(a) has thoroughly investigated and considered the Scope of Services to be performed;

(b) has carefully considered how the services should be performed;

(c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and

(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.

4.2 If services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services. Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant's own risk until written instructions are received from City.

- 2-

XIXA 9

Section 5.

Compensation and Payment.

5.1 Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit B. The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by City.

5.2 At the beginning of each calendar month during the term of this Agreement, Consultant will furnish City with an original invoice for that month's amount of the Operating Budget, plus reimbursable amounts for Library Materials and any other reimbursable items in accordance with the fee schedule set forth in Exhibit B.

5.3 City will independently review each invoice submitted by Consultant to determine whether the invoice is in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the original invoice will be returned by City to Consultant for correction and resubmission.

5.4 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant's invoice.

5.5 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant.

5.6 To assist Consultant in meeting its on-going payroll expenses for employees providing services under this Agreement during the Term, City agrees to make a one-time advance to Consultant of $125,000 ("Advance Deposit") on or before December 31, 2010. The Advance Deposit will be treated as a pre-payment for services under this Agreement and will be applied as a credit towards Consultant's final invoice under this Agreement. By way of example, if this Agreement were to terminate on December 31, 2015, and Consultant's invoice for services for December 2015 is $131,441, then after applying the credit for the Advance Deposit, City will only be obligated to pay $6,441 to Consultant for services that month.

Section 6.

Required Documentation Prior to Performance.

6.1 Consultant may not perform any services under this Agreement until:

(a) Consultant furnishes proof of insurance as required under Exhibit C;

(b) Consultant provides City with a Taxpayer Identification Number;

(c) Consultant obtains a City business tax certificate and provides proof thereof; and

(d) Both parties have executed this Agreement.

- 3-

XIX A 10

6.2 The City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant's own risk.

Section 7. Time of Performance; Excusable Delays; Extensions.

7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.

7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant. Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.

7.3 If Consultant is delayed by any cause beyond Consultant's control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with Consultant's performance of services.

Section 8. Cooperation by City.

City will make available to Consultant without charge, solely for Consultant's use in performing the Scope of Services, all properties, facilities, equipment, collections, supplies, records, files and data used or useful in the operation of the Library that is in City's possession, custody or control. City reserves all ownership rights in such properties and Consultant must return such properties to City, ordinary wear and tear excepted, at the termination or expiration of this Agreement. In addition, all public information, data, reports, records as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable w,ay to facilitate, without undue delay, the services to be performed under this Agreement.

Section 9.

Project Documents.

9.1 All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer programs, files and other documents (collectively, "Project Documents") prepared, developed or discovered by Consultant for the City in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project' Documents. City acknowledges and agrees that use of Consultant's completed

- 4-

XIX A 11

work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City's own risk.

9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City's prior written approval. All press releases, including graphic display information to be published, must be approved and distributed solely by City, unless otherwise agreed to in writing by City.

Section 10. Consultant's Books and Records.

10.1 Consultant must maintain any and all documents and records demonstrating or relating to Consultant's performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for three years following the final payment under this Agreement.

10.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents or records must be provided directly to City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant's address indicated for receipt of notices in this Agreement.

10.3 Where City has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant's business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant's expense. Access to such documents and records must be granted to City, as well as to its successors-in-interest and authorized representatives.

Section 11. Status of Consultant.

11.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly

- 5-

XIXA 12

conferred under this Agreement or is otherwise expressly conferred in writing by City.

11.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, will have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as provided in this Agreement. Consultant warrants that it will not at any time or in any manner represent that Consultant or any of Consultant's officers, employees or agents are in any manner officials, officers, employees or agents of City.

11.3 Neither Consultant, nor any of Consultant's officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim to any such rights or benefits.

Section 12. Compliance with Applicable Laws.

Consultant must keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. This obligation includes, but is not limited to, compliance with the requirements of the California Public Records Act and the right to privacy of library patrons with respect to the confidentiality and non-disclosure of registration, identification data, borrowing history, circulation records, electronic database information, computer usage, fines, computer searches or any other records relating to library patrons. Except as may be required by law and with the written approval of City, Consultant agrees to limit access to such records to its employees and such City personnel acting within the scope of their duties with respect to the administration and operation of the Camarillo library facilities.

Section 13. Nondiscrimination.

Consultant may not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, martial status, sex, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.

Section 14. Unauthorized Aliens.

Consultant agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 et seq., "FINA"), as amended, and further agrees not to employ unauthorized aliens as defined in FINA. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including

- 6-

XIX A 13

attorneys' fees, incurred by City. Section 15. Conflicts of Interest.

15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has a financial interest as defined in Government Code section 87103.

15.2 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.

Section 16. Confidential Information; Release of Information.

16.1 The parties acknowledge that all information gained or work product produced by Consultant in performance of this Agreement will be considered confidential and that City may be exposed to information regarding Consultant's proprietary library management techniques and such other information designated in writing by Consultant as confidential (collectively, "Confidential Information"). Each party will: (1) use the same care to protect the other party's Confidential Information from disclosure that such party uses to protect its own information of like importance; and (2) limit duplication of Confidential Information to the extent needed to perform this Agreement.

16.2 Consultant may .. not release or disclose any such Confidential Information to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.

16.3 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order will not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena.

16.4 If Consultant, or any officer, employee, or agent of Consultant, provides any Confidential Information or work product (including Project Documents) in

-7-

XIXA 14

violation of this Agreement, then City will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct.

16.5 Consultant must promptly notify City should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the services performed under this Agreement. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.

16.6 In addition to any other remedies available, because the damage resulting from a breach of this Section 16 may be difficult or impossible to quantify and remedy at law, in case of such breach, or the threat of such breach, the party whose Confidential Information is disclosed or threatened to be disclosed will be entitled to injunctive or other equitable relief.

16.7 Nothing in this Agreement confers any license or right to use .any trademark, service mark, copyright or other intellectual property right, whether now owned or hereafter developed, of either party.

Section 17. Indemnification.

17.1 Consultant agrees to indemnify, defend, protect and hold harmless City from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively, "Claims"), which City may suffer or incur or to which City may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the negligent or willfully wrongful acts or omissions of Consultant, its officers, employees, or agents committed in performing any services under this Agreement.

17.2 If any action or proceeding is brought against City by reason of any of the matters against which Consultant has agreed to indemnify City as provided above, Consultant, upon prompt written notice from City, must defend City at Consultant's expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. City need not have first paid for any of the matters to which City is entitled to indemnification in order to be so indemnified.

17.3 For the purposes of this section, "City" includes City's officers, officials,

- 8-

XIX A 15

employees, agents and volunteers.

17.4 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant's obligations under this section, but the limits of such insurance do not limit the liability of Consultant.

17.5 The provisions of this section do not apply to Claims occurring as a result of the City's sole negligence or willful acts or omissions.

17.6 In the event of any Claim made against City, City may, in its sole discretion, reserve, retain or apply any funds due to Consultant under this Agreement for the purpose of resolving such Claim.

17.7 The parties agree that Consultant's obligation to indemnify City for any Claim for personal injury, death or property damage arising under or in connection with this Agreement is limited to $5,000,000 per occurrence, and for all other Claims Consultant's indemnification obligation is limited to $2,000,000 per occurrence.

17.8 The provisions of this section will survive the expiration or earlier termination of this Agreement.

Section 18. .Insurance.

Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C ("Insurance"), which is made a part of this Agreement. All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.

Section 19. Assignment.

The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recoqnltion of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of City. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.

Section 20. Termination of Agreement.

20.1 Either party may terminate this Agreement, with or without cause, at any time by at least six month's written notice of termination to Consultant. In the event such notice is given, Consultant must cease all work as of the effective date of termination.

- 9-

XIX A 16

20.2 Either party may terminate this Agreement upon a material breach of this Agreement and a failure to cure such breach upon 30 days prior written notice of termination to the other party.

20.3 Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City that is in Consultant's possession must be returned to City. Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.

20.4 Consultant acknowledges City's rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City's termination of this Agreement.

Section 21. Default.

In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed after City terminates this Agreement due to such default.

Section 22. Notices.

22.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:

To City:

City of Camarillo

601 Carmen Drive Camarillo, California 93010

Attention: Director of General Service

(Tel.) 805-388-5300 (Fax) 805-388-5318

To Consultant:

Library Systems & Services, LLC 12850 Middlebrook Road, Suite 400 Germantown, Maryland 20874 Attention: Frank A. Pezzanite

(Tel.) 301-540-5100 (Fax) 301-540-5522

22.2 Notice will be deemed effective on the date personally delivered or transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service

- 10-

XIX A 17

with tracking capabilities.

22.3 Any party may change its notice information by giving notice to the other party in compliance with this section.

Section 23. General Provisions.

23.1 Authority to Execute. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder.

23.2 Binding Effect. This Agreement is binding upon the heirs, executors,

administrators, successors and assigns of the parties.

,

23.3 Third Party Beneficiaries. This Agreement and every provision herein is for the exclusive benefit of Consultant and City and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of Consultant's or City's obligations under this Agreement.

23.4 Entire Agreement. This Agreement, including the attached Exhibits A through C, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and City prior to the execution of this Agreement.

23.5 Modification of Agreement. No amendment to or modification of this

Agreement will be valid unless made in writing and approved by Consultant and by the City Councilor City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.

23.6 Facsimile Signatures. Amendments to this Agreement will be considered executed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will have the same effect as an original signature.

23.7 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.

23.8 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.

- 11-

XIX A 18

23.9 Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read and construed without the invalid, void or unenforceable provision.

23.10 Venue. In the event of litigation between the parties, venue in will be in the Ventura County Superior Court.

THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:

CITY OF CAMARILLO

Bruce Feng, City Manager

APPROVED AS TO FORM:

Donald M. Davis, Assistant City Attorney

CONSUL TANT:

LIBRARY SYSTEMS &SERVICES, LLC a Maryland limited liability company

By __

(Authorized Officer & Title)

By __

(Authorized Officer & Title)

CAM #4822-9008-9479 v1

- 12-

XIXA 19

EXHIBIT A SCOPE OF SERVICES [Attached]

A-1

XIX A 20

SCOPE OF SERVICES

City of Camarillo

Professional Services Agreement for Library Administration and Operations

A. Statement of Work:

LSSI will administer the operations of the City's public library facilities (collectively, "Library"), including the accounting for, purchase of, and payment for payroll services and goods and services from vendors for supplies, operational expenditures and Library Materials (as defined below) and Capital Items (as defined below) sufficient to operate the Library in accordance with the policies and guidelines approved by the City.

LSSI will provide, by and through its own employees or independent contractors ("LSSI Staff' or "Library Staff'), any labor LSSI deems necessary for the operation of the Library. The cost of the LSSI Staff will be paid by LSSI and is included in the Operating Budget (as defined below). LSSI will have the sole and absolute right to hire and/or terminate the employment of the Library Staff from time to time to perform work under this Agreement. Notwithstanding the preceding, LSSI will interview all current County Library staff interested in seeking positions with LSSI. LSSI will provide the appropriate staffing levels to keep the Library open to the public at least 65 hours per week.

The hours of operation of the Library will be as follows, which may change subject to City's approval:

Monday - Thursday Friday - Sunday

10 a.m. - 9 p.m. 10 a.m. - 5 p.m.

During the first year of this Agreement, LSSI will develop a Long-Range Strategic Plan ("Strategic Pian") for the Library, in cooperation with the City, elected and appointed local officials, community stakeholders, and the Library Staff. Using current professional standards and practice, the Strategic Plan will identify challenges and opportunities for the Library Staff and corresponding strategic responses, including specific, measurable goals and objectives.

This Strategic Plan, when approved by the City, will help govern the direction and focus of the Library Staff in fulfillment of their mission of providing effective and efficient Library service to meet the personal, professional, and lifelong learning needs of the citizens served by the Library.

The Strategic Plan will include, but not be limited to, a service needs assessment, a five (5) year forecast of Library maintenance and growth, Library expansion plan if appropriate, Library programming enhancements and/or additions to be phased in as recommended, and a comprehensive identification of technology and library material needs. Also included within the Strategic Plan should be staffing resource requirements and budgetary analysis for each item addressed in the plan. LSSI agrees that the Strategic Plan will be completed on or before December 31, 2011. .

XIXA 21

B. Scope of Services: LSSI will:

1. General - Under the general direction of the City Manager or his designee, administer all aspects of the day-to-day operations of the Library, in accordance with generally accepted practices and principles of the public library profession. Periodically review program development, . collections, and community development involvement activities, ensuring that programming, services, and collections are in line with community needs. Comply with all California laws and regulations pertaining to public library services, including, but not limited to, the California Library Services Act. Represent the City at relevant library meetings, including the annual California Library Association State Librarians' Meeting.

2. Community Relations:

a. Develop and maintain effective working relationships with City staff, elected officials, advisory boards, other appointed officials, and community groups such as the Friends of the Library. Be present at all City Council meetings as requested.

b. Develop a marketing plan to promote all Library services to the residents of the City, and implement such plan subject to approval of the plan by the City. Effectively disseminate information, and promote use of the Library, resources, and services.

c. Work cooperatively with Library support groups to coordinate Librarymarketing efforts.

3. Fiscal Responsibility:

a. Be responsible for the proper administration of the overall Library budget, of which the contracted services are a part.

b. Collect and account for fines and fees, and remit same to the City. All revenues resulting from Library operations and programs will belong to the City.

c. Be the City's principal liaison with the State of California with respect to library statistical reporting and funding matters.

d. Develop and maintain effective and efficient financial procedures.

e. Provide monthly, quarterly, and annual financial statements that detail the costs associated with the operations of the Library.

f. Review all aspects of Library operation and service for efficiency and costeffectiveness, while making changes as appropriate.

g. Lead preparation of annual financial statements for expenditures relating to the operation of the Library. Retain necessary and relevant financial files, and submit to financial audit of all agreement-related records upon request of the City, such audit to be at City's expense.

-2-

XIXA 22

h. Provide the City with annual audited financial statements of the Company to demonstrate fiscal soundness.

i. Explore supplemental Library funding opportunities, and apply for those which meet the Library's objectives, including but not limited to application and administration services for Federal E-Rate funding.

j. Continue to seek innovative means of adding value to the City at little or no additional cost, including the research of, and application for, grants.

k. Make recommendations to the City on fine and fee schedules, and investigate and recommend supplemental revenue sources.

I. All Library Staff responsible for handling cash receipts will be trained in and adhere to City cash handling procedures and will be appropriately bonded.

4. Management and Reporting:

a. Prepare and provide quarterly reports to the City, describing Library activities and recommending changes in policies, procedures, and operations as necessary and appropriate.

b. Prepare and provide monthly statistical and financial reports in a form

acceptable to the City on Library activities. Prepare and provide a

comprehensive report relating to Library services annually.

c. At least annually, survey and gather information from. Library users for use in

Library planning and customer satisfaction. .

d. LSSI's Library Director will report to the City Manager or designee. City Librarian will also serve as Library staff liaison to any Library Board of Trustees, Citizen's Advisory Board, Friends of the Library, and/or other Library support groups.

5. Staff Development and Coaching:

a. Support orientation, training, and professional development of all Library Staff.

b. Provide leadership and guidance to maximize Library Staff effectiveness in Library operations.

6. Public Services:

a. Provide prompt, friendly, and accurate assistance in the use of the Library.

b. Provide prompt and accurate circulation, information, and reference services.

c. Provide requested material promptly.

-3-

XIXA 23

d. Mirror and emulate the City of Camarillo's public service policies.

7. Circulating and Reference Materials - Provide the City with a proposed comprehensive Collection Development Plan, including short-term collection development, long-term collection development, a program to systematically evaluate and replace dated material, and an analysis of the relationship of print, non-print and electronic resources in the Library's collection. Final decisions on approval of a collection development policy will be made by the City. Collection policy decisions will be made with deference to local input. Recommendations for long-term collection and materials development are required, together with an implementation plan that is realistic within the City's financial resources. Plan and conduct a comprehensive review of the Library's collection, including assessing its age and identifying obsolete or worn materials, and assist in the allocation of the materials budget in relation to both use patterns and needs.

8. Interlibrary Loan program - Work with the Southern California Library Cooperative (SCLC) on interlibrary loan arrangements for the Library. Recommend other interlibrary loan arrangements to the City and, upon approval from the City, work to secure such interlibrary loan arrangements.

9. Programming - Provide high-quality, effective educational, recreational, and cultural programs of interest to all age groups present in the community. Examine current programming and recommend changes as necessary.

10. Information Technology - Develop and implement short- and long-range plans to procure, install, and support sufficient hardware, software, network, telecommunications, and other resources necessary to support the Library's mission.

11. Facilities and Equipment;

a. Work with Library Staff and City officials to ensure effective building maintenance by promptly identifying and reporting problems with the facility.

b. The City will be responsible for major facility projects and upgrades concerning Library buildings, grounds, building systems, utilities, landscaping, HVAC, lighting, and will be responsible for any capital improvements at Library facilities.

c. The City will be responsible for providing routine maintenance, including janitorial services, landscaping, phone, garbage removal, pest control, fire extinguishers, alarms, electricity, gas, water, and sewer services in Library facilities.

d. City will be responsible for insuring the Library property, facilities, fixtures and furnishings against all perils and risk of loss.

12. Systems:

a. Be responsible for providing and supporting the Library's Integrated Library System (ILS) required to effectively operate the Library.

-4-

XIXA 24

b. Be responsible for acquisition and maintenance of any servers and related hardware required for proposed ILS system.

c. Advise the City as to recommendations in the area of automation that would enhance service and/or decrease overall operating costs.

d. The City will provide and, when necessary, replace, all necessary software, hardware and related peripherals, for both the use by Library Staff and for the service of the general public and will provide day-to-day maintenance and servicing of said software, hardware and related peripherals. The City will provide, maintain and service computer networks and the telephone system/network and equipment.

13. Planning and Performance Monitoring:

a. Establish short- and long-term goals and objectives, to be approved by the City, reflecting a course of action that continually improves Library service, and administrative procedures and policies that meet the changing requirements of the Library.

b. Provide core Public Library performance measurements and compile monthly, quarterly, and annual report to the City regarding the same. California State Library Public Library Statistics will be the minimum reported

benchmark measurements. .

C. Excluded Services:

LSSI will have no responsibility for administration, purchase or payment of, or any liability or duty to defend claims for:

1. Any goods or services, including payroll, that were rendered to City prior to the Effective Date of the Agreement.

2. Unfair labor practices, grievances, or any claims or litigation whatsoever arising out of the hiring and/or firing, layoff, subcontracting, assignment, reassignment, or discipline of the Library Staff not employed by LSSI, provided that such claims have not resulted from negligence or wrongful acts of LSSI under federal, state, or municipal law.

3. Any worker's compensation claims arising from injuries sustained prior to the Effective Date from any Library Staff not employed by LSSI at the time of such injuries.

4. Any costs of any voluntary retirement incentives, employee buyouts, or other similar programs adopted by City.

5. Any Capital Items, which means any capital acquisitions, improvements, or replacements of any of the properties, facilities, equipment, furniture, furnishings, fixtures, or leasehold improvements of the Library, except that such new Capital

-5-

XIXA 25

Items proposed by LSSI for its benefit will be subject to approval by the City and paid for by LSSI.

6. Any amount of costs for unbudgeted repairs, maintenance, and/or upkeep of Capital Items owned by the City.

D. Library Materials and Materials Handling Fee:

On behalf and for the benefit of the City, LSSI will negotiate favorable discounts and prices from Library suppliers for the purchase of all Library materials, which will include books, periodicals, newspapers, microfilms, e-books, electronic database subscriptions, standing orders, audio and video materials and cases, automated reference services, binding, cataloging, and processing costs (collectively, "Library Materials"). The responsibility for adopting Library collection development policies will remain with the City, and all Library Materials selections, in cooperation with the City, will be the responsibility of LSSI. LSSI will place orders with the suppliers and perform the accounting functions related to those orders, including prompt payment of the invoices. In accounting for the cost of the Library Materials, LSSI will include a fee of five percent (5%) of the cost of the Library Materials ordered ("Materials Handling Fee").

E. Staffing:

a. LSSI will employ qualified Library Staff sufficient to provide services and programs during all hours of Library operations and the necessary orientation and ongoing training and professional development to the Library Staff. Initially, LSSI proposes to staff the Library with 23 full-time equivalent positions (FTEs). Of these FTEs, six FTEs, including the Library Director, will be professional librarians with MLS degrees from colleges and universities accredited by the American Library Association.

b. All personnel employed to perform the services necessary to operate the Library and to perform the other functions of the Consultant will be employees of the Consultant which will pay all costs related to their employment. From time to time, actual staffing levels may fluctuate due to normal turnover and attrition. LSSI agrees it will make a good faith effort to recruit and select qualified employees to fill vacancies within a reasonable period of time in order to maintain appropriate and necessary staffing levels. In order to more effectively meet the evolving service needs of the community, from time to time LSSI may create or abolish positions, combine positions, reclassify positions, or modify the organizational structure of the Library Staff, provided the City is given prior notice in writing of such changes.

c. The Library will be closed on Holidays observed by the City and other days agreed upon in writing by the City and LSSI in December of each year for the subsequent calendar year.

d. LSSI agrees to conduct background checks, to include a check for criminal and sex offender history, for all employees and volunteers working within the Library facilities or for the Library in any capacity.

-6-

XIX A 26

F. Special Conditions:

LSSI may purchase goods for use in the administration and operation of the Library upon prior written approval of the City. Title to all items purchased by LSSI on behalf of the City will at all times reside in the City. If LSSI furnishes any goods to the City pursuant to this provision, LSSI will use good faith efforts to extend the manufacturer's warranty, if any, to the City. All goods, services, and materials designated within this agreement are the responsibility of LSSI to procure with approval by the City prior to purchase.

-7-

XIX A 27

EXHIBIT B KEY PERSONNEL

Consultant's designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement

are: __

COMPENSATION SCHEDULE

Januar 1 to December 31, 2011 $1,486,104 TSD
January 1 to December 31, 2012 $1,508,394 TSD
January 1 to December 31, 2013 $1,531,020 $127,585.00 TSD
January 1 to December 31,2014 $1,553,985 $129,498.75 TSD
January 1 to December 31, 2015 $1,577,295 $131,441.25 TSD *The Library Materials budget is not included in the total Operating Budget amounts indicated above. The City will determine the amount to be budgeted for Library Materials on an annual basis, the total amount of which will include sales tax, shipping, processing fees, and the Materials Handling Fee. LSSI will invoice the City separately for Library Materials ordered and purchased by LSSI for the Library. Payment will be made on a reimbursement basis following submission of an invoice and documentation of expenditures.

At least six months before the end of the five-year Term to which the amount of charges have been agreed upon, the parties will begin to negotiate in good faith the amount of charges that will apply to the next Term, if any. If the parties have not reached such agreement three months before the end of such Term, then the charges for the next 12- month period, or such fewer number of months remaining until the expiration or termination of this Agreement ("Remaining Months"), will be equal to the charge for the last month of such period multiplied by 12 or the number of Remaining Months, whichever is less, plus a cost-of-living escalator based on the change, if any, in the Consumer Price Index for Los Angeles - Riverside - Orange County over the latest 12- month period.

B-1

XIXA 28

EXHIBIT C INSURANCE

A. General Requirements. Before commencing the performance of services under this Agreement, and at all other times this Agreement is effective, Consultant must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance

Limits (combined single)

Commercial General Liability:

Business Automobile Liability Professional Liability Workers Compensation

$2,000,000 $1,000,000 N/A

Statutory Requirement.

B. Commercial General Liability Insurance. This policy must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above must be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. The insurance must be on an "occurrence" not' a "claims made" basis.

C. Business Automobile Insurance. Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto) and Endorsement CA 0025, or equivalent forms subject to the written approval of City.

D. Professional Liability Insurance. N/A.

E. Workers Compensation. Consultant must have a State of California approved policy form providing the statutory benefits required by law with employer's liability limits of no less than $1,000,000 per accident for all covered losses, or Consultant must provide evidence of an approved self-insurance program.

F. Additional Insureds. Each Commercial General Liability Insurance policy and Business Auto Insurance policy must provide that the City, its officials, officers, employees, agents and volunteers are "additional insureds" under the terms of the policy, and must provide that an act or omission of one the insureds will not reduce or avoid coverage to the other insureds.

G. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City. In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by City in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City's additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.

C-1

XIX A 29

H. Primary Insurance. Each of the insurance policies maintained by Consultant under this Agreement must state that such insurance will be deemed "primary" so that any insurance that may be carried by City will be deemed excess to that of Consultant. This endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent form as determined by City.

I. Certificates of Insurance and Endorsements. Prior to commencing any services under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or copies of policies as may reasonably be required by City. These certificates of insurance and endorsements must be in a form approved by the City Attorney. Consultant must maintain current certificates and endorsements on file with City during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination thereof, will be effective except upon 30 days prior written notice to City by certified mail, return receipt requested. The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City's right to require compliance.

J. Insurance Rating. All insurance required to be maintained by Consultant under this Agreement must be issued by companies licensed by or admitted to conduct insurance . business in the State of California by the California Department of Insurance and must have a rating of A or better and Class VII or better by the latest edition of A.M. Best's Key Rating Guide.

K. Aggregate Limits. The aggregate limits for each insurance policy required under this Agreement must apply separately and solely to the services performed under this Agreement. If the required policies do not have an endorsement providing that the aggregate limit applies separately to the services being performed, or if defense costs are included in the aggregate limit, then the required aggregate limits must be increased to an amount satisfactory to City.

L. Waiver of Subrogation Rights. Consultant and each insurer providing any insurance required by this Agreement must waive all rights of subrogation against City, its officials, officers, employees, agents and volunteers, and each insurer must issue a certificate to the City evidencing this waiver of subrogation rights.

M. Failure to Maintain Required Insurance. If Consultant, for any reason, fails to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Consultant's expense and deduct the cost of such insurance from payments due to Consultant under this Agreement or may terminate the Agreement.

N. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant's indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Any insurance proceeds available to City in excess of the limits and coverage required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses.

C-2

XIXA 30