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HomeMy WebLinkAbout2020 CON CA UC Riverside Center for Bibliographic Studies - Newspaper Digitization ProjectSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE THIS AGREEMENT is entered into this 17th day of December, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE, a California corporation (the "CONTRACTOR"), (each a "Party" and collectively the "Parties") NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall digitize 209 reels of positive microfilm, estimated to be 177,650 pages, of the National City Record, National City News, and National City Star -News newspapers from 1882 through 2008. 2 Length of Agreement. The schedule is set forth below: The duration of this Agreement is from December 17, 2019 through November 30, 2020. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one-time cost of $59,468. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in the attached Exhibit entitled "The Statement of Work" without prior written authorization from CITY and by this reference incorporated herein. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. Either Party may terminate this Agreement at any time by providing written notice to the other party. Upon termination the parties will work together to conclude project and cost in a matter that is mutually acceptable to both parties. 6. jndependent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 II. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. Standard Short Form Agreement Page 2 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 7 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 7, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 8. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR and it's subcontractor agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. City of National City shall defend, indemnify and hold University, its officers, agents, and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of City of National City its officers, agents, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 9.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the Standard Short Form Agreement Page 3 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 9. This Section 9 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 9.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 9.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 10. Acceptability of Work. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONTRACTOR. 11. Prevailing Wages. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 12 Administrative Provisions. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Standard Short Form Agreement Page 4 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party /// /// /// Standard Short Form Agreement Page 5 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY APPROVED AS TO FORM: 4. By: Angil P City j •rney rris- ones CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336- Fax: (619) 336- Contact: Title: Dep.: Email: THE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) Dean Milagros Pena (Print) Dean of CHASS (Title) Bobbi McCracken (Print) AVC Business & Financial Services and Controller THE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE INTS 2117B, 900 University Avenue Riverside, CA 92521 Phone: 951-827-5841 Fax: 951-827-4120 Contact: Brian Geiger Title: Project Manager Email: brian.geiger@ucr.edu Taxpayer I.D. No. Standard Short Form Agreement Page 6 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside Statement of Work Star News 1882-2008 Digitization Project Title "Digitization of the National City Record, National City News, and National City Star -News newspapers from 1882 to 2008" Project Participants This Statement of Work (SOW) is made and entered by and between The Center for Bibliographical Studies, UC Riverside ["Contractor"] and the National City Library ["Ordering Agency (Agency)"]. The Agency and Contractor agree as follows: Project Manager — Agency The Agency's Project Manager is: Name: Minh Duong Address: National City Library City: National City State & Zip: 91950 Phone: 619-470-5882 Email: minh.duong@nationalcitylibrary.org Project Manager —Contractor The Contractor's Project Manager is: Name: Brian Geiger, Director Address: CBSR, INTS 2117B, 900 University Avenue City: Riverside State & Zip: CA, 92521 Phone: 951-827-5841 Fax: 951-827-4120 Project Objectives and Requirements The Contractor will digitize 177,650 pages of the National City Record, National City News, and National City Star -News, from 1882 through 2008. The Agency has 209 reels of positive microfilm they will deliver to the Contractor. The Contractor will subcontract with Backstage Library Works (BSLW) and Digital Divide Data (DDD) to have the microfilm scanned and processed. Both companies will invoice the CBSR for all work done. The Agency will pay the Contractor at the start of the project for the estimated costs for digitization and for transport of materials and files. The Contractor will provide the Agency with copies of all invoices, if requested. The Contractor will notify The Agency if funds run out before processing is completed and provide an estimate of the cost to finish processing the remaining images. If no additional funding can be provided for the remaining unprocessed images, The Contractor will complete the project up to the $59,468 cost limit. Scope of Work, Deliverables and Acceptance Criteria Contractor shall provide services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: 1. Receive microfilm reels from Agency. 2. Contract with Backstage Library Works to create TIFF images from reels. 3. Contract with DDD to process images to create deliverables as defined below. 4. Conduct quality assessment of files created by DDD by loading into staging version of CDNC hosting software (http://staging.cdnc.ucr.edu) and make those files available to Agency also for QC. 5. Provide copies of files to Agency on external hard drive purchased by Agency. 6. Host the data in the CDNC (http://cdnc.ucr.edu) at no cost to the Agency. The Contractor shall produce deliverables that conform to METS/ALTO specifications as described by the Library of Congress, scanned to article -level accuracy. Timeline and Period of Performance The project will start by 17 Nov 2019 and is projected to complete by 30 Nov 2020. Costs The Contractor assumes an average of 850 pages per reel. 850 pages/reel x 209 reels = 177,650 pages. The cost to scan is $0.07 per frame. Assuming the reels are filmed "2Up" or 2 pages per frame, which is usually the case, 88,825 frames at $0.07/frame is $6,217.75. The cost to digitize is $0.29/page. 177,650 pages at $0.29/page is $51,518.50. UCOP charges the Contractor an "assessment" fee to manage funds collected. 3% of $57,736.25 ($6,217.75 + $51,518.50) is $1,732. Total estimated cost is $59,468. Compensation and Payment At the beginning of the project, The Agency shall pay The Contractor $30,000 for the performance of all activities necessary for or incidental to the performance of work as set forth in this SOW. The Agency will pay the Contractor the remaining balance, detailed in the invoices, at the completion of the project. Payment should be made to the "Regents of the University of California" a 501(c)(3). Approved Approved National City Public Library Regents of the University of California - Center for Bibliographic Studies, UC Riverside l'41te- ignature Minh Duong, City Librarian Sig ature Dean Milagros Pena, Dean of CHASS Date p‘ \ (.,),, .113 Date /0 %// q UNCONDITIONAL DONATION OF PERSONAL PROPERTY TO THE CITY OF NATIONAL CITY The Friends of the National City Public Library (hereinafter referred to as "the Donor") hereby makes an unconditional donation, in perpetuity, of $59,468 earmarked towards the digitization of 209 reels of positive microfilm, estimated to be 177,650 pages of the National City Record, National City News, and National City Star -News newspapers from 1882 through 2008 (hereinafter referred to as "the Donation") to the City of National City. The digitization project will be contracted to the Center for Bibliographic Studies, University of Riverside, The Donor understands and acknowledges that pursuant to Sections 37354 and 37355 of the California Government Code, the City is authorized to accept said Donation for any public purpose that the City desires. Due to the nature of the donation, the DONOR and his/her agents, heirs, successors and assigns hereby waive any and all rights they may have under the California Art Preservation Act, as set forth in Civil Code Section 987. The DONOR agrees that upon completion of the digitization project, the digitized newspaper collection which is created pursuant to this Agreement shall be transferred to and shall vest in the City of National City, and the DONOR hereby expressly waives and releases all rights of ownership to the collection, including those under Civil Code Section 988. The DONOR, his/her agents, heirs, successors and assigns also agree not to attempt to defeat this waiver by cooperating with any organization which seeks to bring an action under Civil Code Section 989. The Donor hereby releases the City of National City and its officers, employees and volunteers, against and from any and all liability, loss, damages to property, claims, demands, suits, actions, proceedings, costs or attorney's fees, of any kind or nature, resulting from or arising out of the City's use of the Donation. The individual executing this document on behalf of the Donor represents that he/she has the legal power, right and authority to bind the Donor; that all requisite action (corporate, trust, partnership or otherwise) has been taken by the Donor in connection withauthorizing the execution of this document; that this document shall be legally enforceable as to the Donor; and that the execution of this document does not conflict with or result in the breach of any contract, bond, note or other agreement or instrument to which the Donor is a party. Dated: ////c0 , DONOR By: (Authori4i1 Representative) For Office Use Only Certificate of Insurance Approved Date RESOLUTION NO. 2020 - 02 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY: 1. APPROVING THE AGREEMENT BETWEEN THE NATIONAL CITY PUBLIC LIBRARY AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UNIVERSITY OF CALIFORNIA RIVERSIDE TO DIGITIZE 209 REELS OF NEWSPAPERS ON MICROFILM IN THE AMOUNT NOT -TO -EXCEED $59,468; 2. AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; 3. ACCEPTING A DONATION FROM THE FRIENDS OF THE NATIONAL CITY PUBLIC LIBRARY IN THE AMOUNT OF $59,468 TO DEFRAY THE COST OF DIGITIZATION; AND 4. AUTHORIZING THE ESTABLISHMENT OF A LIBRARY DONATION FUND APPROPRIATION OF $59,468 AND CORRESPONDING REVENUE ACCOUNT WHEREAS, In October 2014, The California State Library highlighted a resource that may be useful to California public libraries that were considering a local newspaper digitization project; and WHEREAS, the California Digital Newspaper Collection (CDNC), a project of the Center for Bibliographic Studies and Research (CBSR) at the University of California, Riverside, provides full -text online access to over 100,000 historical newspaper issues is a freely accessible repository of digitized California newspapers from 1846 to the present; and WHEREAS The Center for Bibliographical Studies and Research (CBSR) began digitizing newspapers in 2005 as one of the initial participants in the National Digital Newspaper Program (NDNP) run by the Library of Congress; and WHEREAS, in 2007 the CBSR launched the California Digital Newspaper Collection (CDNC) with the initial 100,000 pages contributed to NDNP and about 50,000 pages digitized through a grant from the California State Library through the Library Services and Technology Act (LSTA), which they administered; and WHEREAS, to date CBSR received twelve LSTA awards, 2005-2019, to digitize historic California newspapers and added them to the CDNC; and WHEREAS, for California and other repositories contemplating newspaper digitization projects, the CBSR offers free professional consultation to help guide these institutions through the complexities of digitization, standards, access, preservation and copyright; and WHEREAS, Libraries can collaborate with the CBSR to have their California newspaper collections digitized and made publicly available through the CDNC; and WHEREAS, the CDNC serves nearly 1.25 million users per year and is considered one of the best online newspaper repositories in the country and is supported in part by the U.S. Institute of Museum and Library Services under the provisions of the Library Services and Technology Act, administered in California by the State Librarian; and Resolution No 2020 — 02 Page Two WHEREAS, after thorough deliberation and comparison between the contractors, National City Public Library determines that the Center for Bibliographic Studies — UC Riverside through its California Digital Newspaper Collection (CDNC) Project offers high quality product at a lower cost of $59,468; and WHEREAS, the cost of the newspapers on microfilm's digitization will be defrayed by a donation from the Friends of the National City Public Library. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby approves the Agreement between the National City Public Library and the Regents of the University of California on behalf of California Riverside Center for Bibliographic Studies, University of California Riverside to digitize 209 reels of newspapers on microfilm in the amount not -to -exceed $59,468. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute the Agreement between the National City Public Library and the Regents of the University of California on behalf of California Riverside Center for Bibliographic Studies, University of California Riverside to digitize 209 reels of newspapers on microfilm in the amount not -to -exceed $59,468. BE IT FURTHER RESOLVED, that the City Council hereby accepts the donation from the Friends of the National City Public Library in the amount of $59,468 to defray the cost of digitization. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the establishment of a Library Donation Fund appropriation of $59,468 and corresponding revenue account. PASSED and ADOPTED this 21st day of January, 020. Alejandra ote o-Solis, ATTEST: Fn Michael R. Dalla, City Clerk APPROVED AS TO FORM: . Morris -Jones y Attorney ayor Passed and adopted by the Council of the City of National City, California, on January 21, 2020 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-2 of the City of National City, California, passed and adopted by the Council of said City on January 21, 2020. City Clerk of the City of National City, California By: CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT eZozo- MEETING DATE: January 21, 2020 AGENDA ITEM NO. 10 ITEM TITLE: Resolution of the City Council of the City of National City: 1. approving the agreement between the National City Public Library and the Regents of the University of California on behalf of California Riverside Center for Bibliographic Studies, University of California Riverside to digitize 209 reels of newspapers on microfilm in the amount not -to -exceed $59,468; 2. authorizing the City Manager to execute the agreement; 3. accepting a donation from the Friends of the National City Public Library in the amount of $59,468 to defray the cost of digitization; and 4. authorizing the establishment of a Library Donation Fund appropriation of $59,468 and corresponding revenue account. (Library) PREPARED BY: Tommy Huynh PHONE: 619-470-5883 EXPLANATION: See Staff Report. DEPARTMENT: Library APPROVED BY: FINANCIAL STATEMENT: ACCOUNT NO. 277-31000-3637 Revenues 277-431-056-213-0000 Expenditures ENVIRONMENTAL REVIEW: N!A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: L /, ,ems Finance APPROVED: MIS STAFF RECOMMENDATION: Adopt resolution BOARD / COMMISSION RECOMMENDATION: Approved unanimously by the Library Board of Trustees on September 4, 2019. 4TTACHMENTS: 1. Resolution 2. Staff Report 3. Service Agreement and Statement of Work - Center for Bibliographic Studies, UC Riverside 4 t Jnconditional Donation of Personal Prnnertv — Friends of the National City Public T,ihrary Aso /l r Ao OD - ? CALIFORNIA NA NAL, Cirry IN CO P II AT CO City Council Staff Report January 21, 2020 ITEM TITLE Resolution of the City Council of the City of National City: 1. Approving the agreement between the National City Public Library and the Regents of the University of California on behalf of California Riverside Center for Bibliographic Studies, University of California Riverside to digitize 209 reels of newspapers on microfilm in the amount not -to -exceed $59,468; 2. Authorizing the City Manager to sign and execute the agreement; and 3. Accepting a donation from the Friends of the National City Public Library in the amount of $59,468 to defray the cost of digitization. BACKGROUND In October 2014, The California State Library highlighted a resource that may be useful to California public libraries that were considering a local newspaper digitization project. The California Digital Newspaper Collection (CDNC), a project of the Center for Bibliographic Studies and Research (CBSR) at the University of California, Riverside, provides full -text online access to over 100,000 historical newspaper issues is a freely accessible repository of digitized California newspapers from 1846 to the present. The Center for Bibliographical Studies and Research (CBSR) began digitizing newspapers in 2005 as one of the initial participants in the National Digital Newspaper Program (NDNP) run by the Library of Congress. CBSR received five two-year awards from NDNP and contributed more than half a million pages to the project, which is publicly accessible at https://chroniclingamerica.loc.gov/ In 2007 the CBSR launched the California Digital Newspaper Collection (CDNC) with the initial 100,000 pages contributed to NDNP and about 50,000 pages digitized through a grant from the California State Library through the Library Services and Technology Act (LSTA), which they administer. To date CBSR received twelve LSTA awards, 2005-2019, to digitize historic California newspapers and add them to the CDNC. Its first partnership with a local project was in 2008, with the Sausalito Public Library. Over the intervening years CBSR has partnered with more than 2 dozen institutions around the state to help them digitize their local newspapers. In total, the CDNC has digitized more than 12 million newspaper pages since its start in 2005. For California and other repositories contemplating newspaper digitization projects, the CBSR offers free professional consultation to help guide these institutions through the complexities of digitization, standards, access, preservation and copyright. Libraries can collaborate with the Page 1 of 3 Staff Report: Resolution of the City Council of the City of National City approving the agreement between the National City Public Library and the Regents of the University of California... January 21.2020 CBSR to have their California newspaper collections digitized and made publicly available through the CDNC. CDNC serves nearly 1.25 million users per year and is considered one of the best online newspaper repositories in the country. It is supported in part by the U.S. Institute of Museum and Library Services under the provisions of the Library Services and Technology Act, administered in California by the State Librarian. DISCUSSION / ANALYSIS What is important to the National City Public Library? 1. Preserving the newspapers collection 2. Having better and easier access to the collection 3. Not incurring expensive and ongoing maintenance costs The digitization process scans the pages to create high -resolution TIFF images. TIFF images are then processed or "digitized" to create derivative files, including a JP2, PDF, and M$TS/AL TO XML for each page. The CDNC traditionally digitized to article -level rather than just page -level. Individual "segments" on a page — articles, illustrations, advertisement, etc. — are identified during digitization and can be retrieved by the researcher. The Local History Room currently has a collection of 209 reels of local newspapers on microfilm as follows: National City Record: 1882 — 1903 10 reels National City News: 1903 — 1954 33 reels National City Star -News: 1955 — 1996 136 reels Chula Vista Star News 1996 — 2008 30 reels Cost Comparison: The National City Public Library reached out to three contractors specializing in microfilm digitization and received the following quotes: 1 California Revealed - TIFF at 400 PPI, 8-bit grayscale - XML files with descriptive and technical metadata - No hosting fee - Turnaround time: 10 months - Estimated cost: $167,700 2. Backstage Library Works Page 2 of 3 Staff Report: Resolution of the City Council of the City of National City approving the agreement between the National City Public Library and the Regents of the University of California... January 21. 2020 - TIFF at 300 PPI, 8-bit grayscale - Metadata at page -level - Turnaround time: 12 —18 months - Estimated cost: $153,000 3. Center for Bibliographic Studies — UC Riverside - High resolution TIFF images - Metadata at article -level - No hosting fee on - Turnaround time: 10 —12 months - Estimated cost: $59,468 After thorough deliberation and comparison between the contractors, National City Public Library determines that the Center for Bibliographic Studies — UC Riverside through its California Digital Newspaper Collection (CDNC) Project offers high quality product at a lower cost. FISCAL IMPACT The cost of the newspapers on microfilm's digitization will be defrayed by a donation from the Friends of the National City Public Library. RECOMMENDATION(S) Adopt the resolution. ATTACHMENT(S) 1. Service Agreement with the Center for Bibliographic Studies — UC Riverside and Statement of Work — Center for Bibliographic Studies — UC Riverside 2. Unconditional Donation of Personal Property — Friends of the National City Public Library Page 3 of 3 SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE THIS AGREEMENT is entered into this 17th day of December, 2019, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE, a California corporation (the "CONTRACTOR"), (each a "Party" and collectively the "Parties") NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall digitize 209 reels of positive microfilm, estimated to be 177,650 pages, of the National City Record, National City News, and National City Star -News newspapers from 1882 through 2008. 2 Length of Agreement. The schedule is set forth below: The duration of this Agreement is from December 17, 2019 through November 30, 2020. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one-time cost of $59,468. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in the attached Exhibit entitled "The Statement of Work" without prior written authorization from CITY and by this reference incorporated herein. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. Either Party may terminate this Agreement at any time by providing written notice to the other party. Upon termination the parties will work together to conclude project and cost in a matter that is mutually acceptable to both parties. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. L Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. Standard Short Form Agreement Page 2 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with, and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this Section 7 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 7, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. L If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 8. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR and it's subcontractor agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. City of National City shall defend, indemnify and hold University, its officers, agents, and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of City of National City its officers, agents, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 9. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 9.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the Standard Short Form Agreement Page 3 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside responsibility of the CITY. CONTRACTOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 9. This Section 9 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 9.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 9.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 10. Acceptability of Work. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONTRACTOR. 11. Prevailing Wages. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 12 Administrative Provisions. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Standard Short Form Agreement Page 4 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party /// /// /// Standard Short Form Agreement Page 5 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY THE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) By: Brad Raulston, City Manager APPROVED AS TO FORM: By: Angil P. Morris -Jones City Attorney CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336- Fax: (619) 336- Contact: Title: Dep.: Email: Standard Short Form Agreement By: 7.4> Dean Milagros Pena (Print) Dean of CHASS (Title) Bobbi McCracken (Print) AVC Business & Financial Services and Controller THE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE INTS 2117B, 900 University Avenue Riverside, CA 92521 Phone: 951-827-5841 Fax: 951-827-4120 Contact: Brian Geiger Title: Project Manager Email: brian.geiger@ucr.edu Taxpayer I.D. No. Page 6 of 6 City of National City and Revised May 2019 The Center for Bibliographic Studies, UC Riverside Statement of Work Star News 1882-2008 Digitization Project Title "Digitization of the National City Record, National City News, and National City Star -News newspapers from 1882 to 2008" Project Participants This Statement of Work (SOW) is made and entered by and between The Center for Bibliographical Studies, UC Riverside ["Contractor"] and the National City Library ["Ordering Agency (Agency)"]. The Agency and Contractor agree as follows: Project Manager — Agency The Agency's Project Manager is: Name: Minh Duong Address: National City Library City: National City State & Zip: 91950 Phone: 619-470-5882 Email: minh.duong@nationalcitylibrary.org Project Manager —Contractor The Contractor's Project Manager is: Name: Brian Geiger, Director Address: CBSR, INTS 2117B, 900 University Avenue City: Riverside State & Zip: CA, 92521 Phone: 951-827-5841 Fax: 951-827-4120 Project Objectives and Requirements The Contractor will digitize 177,650 pages of the National City Record, National City News, and National City Star -News, from 1882 through 2008. The Agency has 209 reels of positive microfilm they will deliver to the Contractor. The Contractor will subcontract with Backstage Library Works (BSLW) and Digital Divide Data (DDD) to have the microfilm scanned and processed. Both companies will invoice the CBSR for all work done. The Agency will pay the Contractor at the start of the project for the estimated costs for digitization and for transport of materials and files. The Contractor will provide the Agency with copies of all invoices, if requested. The Contractor will notify The Agency if funds run out before processing is completed and provide an estimate of the cost to finish processing the remaining images. If no additional funding can be provided for the remaining unprocessed images, The Contractor will complete the project up to the $59,468 cost limit. Scope of Work, Deliverables and Acceptance Criteria Contractor shall provide services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: 1. Receive microfilm reels from Agency. 2. Contract with Backstage Library Works to create TIFF images from reels. 3. Contract with DDD to process images to create deliverables as defined below. 4. Conduct quality assessment of files created by DDD by loading into staging version of CDNC hosting software (http://staging.cdnc.ucr.edu) and make those files available to Agency also for QC. 5. Provide copies of files to Agency on external hard drive purchased by Agency. 6. Host the data in the CDNC (http://cdnc.ucr.edu) at no cost to the Agency. The Contractor shall produce deliverables that conform to METS/ALTO specifications as described by the Library of Congress, scanned to article -level accuracy. Timeline and Period of Performance The project will start by 17 Nov 2019 and is projected to complete by 30 Nov 2020. Costs The Contractor assumes an average of 850 pages per reel. 850 pages/reel x 209 reels = 177,650 pages. The cost to scan is $0.07 per frame. Assuming the reels are filmed "2Up" or 2 pages per frame, which is usually the case, 88,825 frames at $0.07/frame is $6,217.75. The cost to digitize is $0.29/page. 177,650 pages at $0.29/page is $51,518.50. UCOP charges the Contractor an "assessment" fee to manage funds collected. 3% of $57,736.25 ($6,217.75 + $51,518.50) is $1,732. Total estimated cost is $59,468. Compensation and Payment At the beginning of the project, The Agency shall pay The Contractor $30,000 for the performance of all activities necessary for or incidental to the performance of work as set forth in this SOW. The Agency will pay the Contractor the remaining balance, detailed in the invoices, at the completion of the project. Payment should be made to the "Regents of the University of California" a 501(c)(3). Approved Approved National City Public Library Regents of the University of California - Center for Bibliographic Studies, UC Riverside 4,--- 7.74f-A--- Signature Minh Duong, City Librarian Sig ature Dean Milagros Pena, Dean of CHASS Date Date 4.0 %/ Q CALIFORNIA -s " NATIONAL Citir '�C ORATL� UNCONDITIONAL DONATION OF PERSONAL PROPERTY TO THE CITY OF NATIONAL CITY The Friends of the National City Public Library (hereinafter referred to as "the Donor") hereby makes an unconditional donation, in perpetuity, of $59,468 earmarked towards the digitization of 209 reels of positive microfilm, estimated to be 177,650 pages of the National City Record, National City News, and National City Star News newspapers from 1882 through 2008 (hereinafter referred to as "the Donation") to the City of National City. The digitization project will be contracted to the Center for Bibliographic Studies, University of Riverside, The Donor understands and acknowledges that pursuant to Sections 37354 and 37355 of the California Government Code, the City is authorized to accept said Donation for any public purpose that the City desires. Due to the nature of the donation, the DONOR and his/her agents, heirs, successors and assigns hereby waive any and all rights they may have under the California Art Preservation Act, as set forth in Civil Code Section 987. The DONOR agrees that upon completion of the digitization project, the digitized newspaper collection which is created pursuant to this Agreement shall be transferred to and shall vest in the City of National City, and the DONOR hereby expressly waives and releases all rights of ownership to the collection, including those under Civil Code Section 988. The DONOR, his/her agents, heirs, successors and assigns also agree not to attempt to defeat this waiver by cooperating with any organization which seeks to bring an action under Civil Code Section 989. The Donor hereby releases the City of National City and its officers, employees and volunteers, against and from any and all liability, loss, damages to property, claims, demands, suits, actions, proceedings, costs or attorney's fees, of any kind or nature, resulting from or arising out of the City's use of the Donation. The individual executing this document on behalf of the Donor represents that he/she has the legal power, right and authority to bind the Donor; that all requisite action (corporate, trust, partnership or otherwise) has been taken by the Donor in connection withauthorizing the execution of this document; that this document shall be legally enforceable as to the Donor; and that the execution of this document does not conflict with or result in the breach of any contract, bond, note or other agreement or instrument to which the Donor is a party. Dated:// , DONOR By: Authorilq 1 Representative) For Office Use Only Certificate of Insurance Approved Date RESOLUTION NO. 2020 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY: 1. APPROVING THE AGREEMENT BETWEEN THE NATIONAL CITY PUBLIC LIBRARY AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ON BEHALF OF CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UNIVERSITY OF CALIFORNIA RIVERSIDE TO DIGITIZE 209 REELS OF NEWSPAPERS ON MICROFILM IN THE AMOUNT NOT -TO -EXCEED $59,468; 2. AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; 3. ACCEPTING A DONATION FROM THE FRIENDS OF THE NATIONAL CITY PUBLIC LIBRARY IN THE AMOUNT OF $59,468 TO DEFRAY THE COST OF DIGITIZATION; AND 4. AUTHORIZING THE ESTABLISHMENT OF A LIBRARY DONATION FUND APPROPRIATION OF $59,468 AND CORRESPONDING REVENUE ACCOUNT WHEREAS, In October 2014, The California State Library highlighted a resource that may be useful to California public libraries that were considering a local newspaper digitization project; and WHEREAS, the California Digital Newspaper Collection (CDNC), a project of the Center for Bibliographic Studies and Research (CBSR) at the University of California, Riverside, provides full -text online access to over 100,000 historical newspaper issues is a freely accessible repository of digitized California newspapers from 1846 to the present; and WHEREAS The Center for Bibliographical Studies and Research (CBSR) began digitizing newspapers in 2005 as one of the initial participants in the National Digital Newspaper Program (NDNP) run by the Library of Congress; and WHEREAS, in 2007 the CBSR launched the California Digital Newspaper Collection (CDNC) with the initial 100,000 pages contributed to NDNP and about 50,000 pages digitized through a grant from the California State Library through the Library Services and Technology Act (LSTA), which they administered; and WHEREAS, to date CBSR received twelve LSTA awards, 2005-2019, to digitize historic California newspapers and added them to the CDNC; and WHEREAS, for California and other repositories contemplating newspaper digitization projects, the CBSR offers free professional consultation to help guide these institutions through the complexities of digitization, standards, access, preservation and copyright; and WHEREAS, Libraries can collaborate with the CBSR to have their California newspaper collections digitized and made publicly available through the CDNC; and WHEREAS, the CDNC serves nearly 1.25 million users per year and is considered one of the best online newspaper repositories in the country and is supported in part by the U.S. Institute of Museum and Library Services under the provisions of the Library Services and Technology Act, administered in California by the State Librarian. Resolution No 2020 — Page Two WHEREAS, after thorough deliberation and comparison between the contractors, National City Public Library determines that the Center for Bibliographic Studies — UC Riverside through its California Digital Newspaper Collection (CDNC) Project offers high quality product at a lower cost of $59,468; and WHEREAS, the cost of the newspapers on microfilm's digitization will be defrayed by a donation from the Friends of the National City Public Library. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby approves the Agreement between the National City Public Library and the Regents of the University of California on behalf of California Riverside Center for Bibliographic Studies, University of California Riverside to digitize 209 reels of newspapers on microfilm in the amount not -to -exceed $59,468. Said Agreement is on file in the office of the City Clerk. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager to execute the Agreement between the National City Public Library and the Regents of the University of California on behalf of California Riverside Center for Bibliographic Studies, University of California Riverside to digitize 209 reels of newspapers on microfilm in the amount not -to -exceed $59,468. BE IT FURTHER RESOLVED, that the City Council hereby accepts the donation from the Friends of the National City Public Library in the amount of $59,468 to defray the cost of digitization. BE IT FURTHER RESOLVED, that the City Council hereby authorizes the establishment of a Library Donation Fund appropriation of $59,468 and corresponding revenue account. PASSED and ADOPTED this 21st day of January, 2020. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris Jones City Attorney '�I�R�''MNATO A- ��N� , CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk CALIFORNIA RIVERSIDE CENTER FOR BIBLIOGRAPHIC STUDIES, UC RIVERSIDE Newspaper Digitization Project 1882 through 2008 Tommy Huynh (Library) forwarded a duplicate original Agreement to CA Riverside Center for Bibliographic Studies, UC Riverside.