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HomeMy WebLinkAboutStaff Report 349-07City of Palo Alto City Manager’s Report TO: FROM: HONORABLE CITY COUNCIL CITY MANAGER 15 DEPARTMENT: LIBRARY DATE: SUBJECT: SEPTEMBER 10, 2007 CMR:349:07 APPROVAL OF FOUR CONTRACTS WITH BAKER & TAYLOR FOR UP TO THREE YEARS FOR THE PURCHASE OF (1) LIBRARY BOOKS IN AN AMOUNT NOT TO EXCEED $1,090,000, (2)AUDIO VISUAL MATE~ALS IN AN AMOUNT NOT TO EXCEED $240,000, (3) LIBRARY CONTINUATION SERVICES IN AN AMOUNT NOT TO EXCEED $150,000, AND (4) CATALOGING AND PROCESSING SERVICES IN AN AMOUNT NOT TO EXCEED $118,000 RECOMMENDATIONS Staff recommends that Council: 1)Authorize the City Manager or his designee to execute a contract with Baker & Taylor for the purchase of library books in an amount not to exceed $290,000 for fiscal year 2007-2008, and $400,000 per year for fiscal years 2008-2009 and 2009-2010, for a total not to exceed $1,090,000. 2)Authorize the City Manager or his designee to execute a contract with Baker & Taylor for the purchase of audio visual materials in an amount not to exceed $80,000 for fiscal year 2007-2008, and $80,000 per year for fiscal years 2008-2009 and 2009-2010, for a total not to exceed $240,000. 3)Authorize the City Manager or his designee to execute a contract with Baker & Taylor for library continuation services in an amount not to exceed $50,000 for fiscal year 2007- 2008, and $50,000 per year for fiscal years 2008-2009 and 2009-2010, for a total not to exceed $150,000. 4)Authorize the City Manager or his designee to execute a contract with Baker & Taylor for cataloging and processing services in an amount not to exceed $38,000 for fiscal year 2007-2008, and $40,000 per year for fiscal years 2008-2009 and 2009-2010, for a total not to exceed $118,000. CMR:349:07 Page 1 of 5 5)Authorize the. City Manager or his designee to exercise the option to renew the four contracts with Baker & Taylor for each of the second and third years provided the contractor is responsive to the City’s needs, and the quality of the contractor’s products and service is acceptable during the first year of the contract. BACKGROUND The Library Department purchases the vast majority of new items for its collections from wholesale distributors who maintain large inventories of titles from many publishers and producers. Obtaining books and media through these suppliers offers many advantages over purchasing from individual publishers including: ¯higher discounts off of the list, or retail, prices ¯larger and more varied inventories ¯efficiencies in placing orders and processing payments ¯greater use of technologies needed to communicate with library databases and systems ¯the option to deliver the books and media circulation-ready with physical processing and cataloging information provided by the supplier Every three years, staff issues a Request for Proposal (RFP) to wholesalers who provide these materials to public libraries. Some vendors specialize in providing different types of materials. Therefore, the RFP is structured so a vendor can propose to provide one or more major category of library materials such as adult books, children’s books, audiovisual media, and library continuations. Continuations are orders for titles, like travel guides and yearbooks, for which libraries opt to automatically receive each new update. The City establishes contracts with one or more of the vendors that best meet the selection criteria. DISCUSSION Summary_ of Solicitation Process Proposal Description/Number Proposed Len~h of Contract Number of Proposals Mailed Total Days to Respond to Proposal Number of Company Attendees at Pre-proposal Meeting Number of Proposals Received: Range of Proposal Amounts Submitted:* Books Audio Visual (media) Library Continuations Provision of Library Materials with Services, RFP No. 121819 1 year with the option to renew for 2 additional years 8 3O n/a 5 Proposal based on discounts/services offered for our established budget. Dollar range not applicable. 40%-46% discount off list price of trade editions 30%-45.4% discount, depending on format 44%-46% discount off list price of trade editions * Only one element of proposal shown; the full proposal summary is provided in Attachment A. CMR:349:07 Page 2 of 5 A Request for Proposal (RFP) for the provision of library materials with selwices was issued in May 2007. An evaluation team consisting of staff from the Library Department evaluated the five proposals. The criteria used were ability to provide the types of materials and service requested; technological capability to integrate with the Library’s automated systems; expertise providing required service; and cost considerations including discounts extended and additional charges such as shipping. In the library’s continuing effort to look for staff efficiencies, vendors’ services were also evaluated as to whether they would increase or decrease the workloads for selectors and acquisitions staff. Staff checked references from other libraries and evaluated the features and functionality of the vendors’ online order databases. Since not all vendors provided a response to all parts of the RFP, the evaluation was broken into three principal types of materials - books (adult and juvenile), audiovisual materials (adult and juvenile), and library continuations. An evaluation summary of the major components of the RFP is provided in Attachment A. Books Of the five vendors who responded to the RFP, four submitted proposals to provide books: Baker & Taylor; Book Wholesalers, Inc; Brodart; and Ingrain Library Services. On the basis of price, inventory, and delivery time, the proposals from Baker & Taylor and Ingrain Library Services were judged to be superior to those of the other two vendors. Baker & Taylor’s online order database provided a better collection management tool, with more comprehensive title information and grid ordering flexibility. These features result in greater staff efficiency in the selecting and ordering of library materials. Additionally, a check of references indicated greater satisfaction with Baker & Taylor’s "shelf-ready" services. Therefore, staff recommends selecting Baker & Taylor as the principal vendor for the provision of adult and children’s books. Audiovisual Four of the five vendors provided responses to the audiovisual section of the RFP: Baker & Taylor; Book Wholesalers, Inc.; Crimson Multimedia (Thomas Klise); and Ingrain Library Services. Crimson Multimedia specializes in the CDROM media format, and does not have a comprehensive enough product line to be a principal supplier to meet library needs. Book Wholesalers, Inc. has a very small media inventory, and procures most of its media upon demand, rather than maintaining inventories of these materials. Therefore, its prices and delivery time are not as competitive as Ingrain and Baker & Taylor. Baker & Taylor was the only vendor to provide music CDs, DVDs, and audio books on CD. Ingram does not provide music CDs. There are staff efficiencies associated with using the same vendor for media, and also as noted for books, Baker & Taylor’s online order database provides for more staff efficiencies than does Ingram’s. Baker & Taylor also had more titles in its DVD inventory than did Ingrain. With a superior online order database and a more comprehensive inventory,Baker & Taylor is recommended for the provision of audiovisual materials. Library Continuations Three vendors - Baker & Taylor, Brodart, and Ingram - responded to the library continuations portion of the RFP. The two most importance criteria for selecting a vendor to provide library continuations to the City are ability to provide requested titles and price. The RFP included a quote list of 556 library continuation titles requested by the City. Baker & Taylor had the highest fill rate. It also offered the best discount on paperbacks, and the highest short discount. CMR:349:07 Page 3 of 5 Baker & Taylor also has a robust continuations website where customers may make changes to their account. Overall, Baker & Taylor’s response provided the best combination of supply of needed titles and price, and is recommended for the provision of library continuations. Cataloging and Processin~ Services All the vendors that responded to the sections of the RFP to provide library materials also provide some level of cataloging and processing services for the materials they provide to libraries. The cataloging and processing services that Baker & Taylor provide are as good or better than the other vendors that responded as far as quality of service, timeliness, and price. The staff recommendation is to select Baker & Taylor as the principal supplier for library books, audio visual, and library continuations. In order to facilitate the processing of the invoices for the more than 25,000 items the Library acquires on an annual basis, separate contracts will be established for each of these three categories of materials in FY 2007-08. The contracts have been separated by category of materials to be provided to facilitate processing. Between the four contracts, up to $1,598,000 will be spent with Baker & Taylor on library materials and services over the three year contract period. RESOURCE IMPACT Funds for these contracts have been budgeted for FY 2007-08 and are planned for FY 2008-10. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. ENVIRONMENTAL REVIEW This does not constitute a project under the California Environmental Quality Act. Therefore, no environmental assessment is needed. PREPARED BY: MARY MF~,ITO Division Head, Collections & Technical Services DEPARTMENT HEAD: CITY MANAGER APPROVAL: DIANE JENNINGS ~ Library Director Assistant City Manager CMR:349:07 Page 4 of 5 ATTACHMENTS Attachment A: Proposal Summary Attachment B: Contract for Provision of Library Materials (Books) & Services Attachment C: Contract for Provision of Library Materials (Audio Visual) & Related Services Attachment D: Contract for Provision of Library Continuation Services Attachment E: Contract for Provision of Library Catalo~ng and Processing Services CMR:349:07 Page 5 of 5 o~ o >" >- >" 0 z~.~o ~-~ Attachment CITY OF PALO ALTO CONT~hCT NO.C081218!9 AGREE~NT BETWEEN THE CITY OF P~O ALTO fUND BAZ-ER & TAYLOR, INC. FOR PROFESSIONAL SERVICES PROVISION OF LIBRARY N~TERIALS (BOOKS) & SERVICES This AGREEMENT is entered into September 17, 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and Baker & Tay!or inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvola road, Suite 300, Char!otte, NC 28217 (PH) 800- 775-7930 ("CONSULTANT" RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure Library Books and related services for its various CITY Libraries and desires to engage a consultant to provide these books and services for the libraries, collectively referred to as ("Services"). B. CONSULTANT has represented that it and any subconsultants have the necessary professional expertise, qualifications, and capability, and al! required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", Scope of Services, attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms,and conditions,this Agreement,the parties agree: AGR.EEMENT SECTION I. SCOPE OF SERVICES. CONSULTANT shall provide the Library Books, as listed in Exhibit B, and perform the Services described in zwh~b~ "9" Scome of Services, accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of CITY¯ SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to September 30, 2008, unless terminated earlier pursuant to Section 20 of this Agreement. C!TY has the option to renew for up to two additional one year periods. SECTION 3. SCHEDULE OF PERFO!kMA~NCE. Time ~s o{ the essence ~n ~_.e performance o~ Services under this Agreement¯ CONSULTANT shal! complete the Services within the term of this Agreement¯ Any Services for which times for ~n~ ~a<eement s~a]] bemerformance are not specified in commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon ~__e circumstances and direction communicated to the CONSULTANT¯~ s agreement to extend the term or the schedule for performance shal! not preclude recovery of damages for delay_:~ the extension is required due to the :=u!~ of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for provision of the materials ordered, as listed in Exhibit B, and for the performance of the Services described in Exhibit "A", including both pa2~ent for materials and services, including shipping and freight, shal! not exceed two hundred and ninety thousand Dollars ($290,000)in the first year of this Agreement. The applicable Costs for Books and related services are set out in Exhibit "B", entitled "’COSTS," which is attached to and made a part of this Agreement. if the CITY exercises its option to renew for additional years, the compensation to be paid CONSULTANT, shall not exceed four hundred thousand dollars ($400,000.00) per year for Year 2 and/or Year 3. SECTION 5. INVOICES. in order to request payment, CONSULTANT shall submit invoices to the CITY describing the materials purchased and the services performed and the applicable charges. CONSULTANT shall be paid for materials received by CITY. CITY’s payment terms are net 30 days upon receipt of goods. The_~,o~:~=~.o:~i~: ..... ~ ~ ~’n CONSULTANT’s payment requests shall be subject to verification by CITY. SECTION 6. QUALIFICATIONS!ST~IDA_RD OF CA.RE.A!l of the C~N~uL~_~NT orServices shal! be performed hy ~ c--~ ~.under CONS---=uL±A~: s supervision. CONSULTANT represents that it possesses the professional and ~e~nnlc=±personnel necessary to perform the Services required by this Agreement and that the personne! have sufficientskil! and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsu!tants have and shal! ma~neain during u.~e term of this Agreement a!! licenses, permits, qualifications, insurance and ammrovals_, of wh-’=-=~_=n~r nature ~h-=u..=~ are legally recuired to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shal! meet the professiona! standard and quality that prevail among professionals in the same discipline and of similar knowledge and skil! engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shal! keep itself informed of and in compliance with all federal, state and !oca! laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure al! permits and licenses, pay al! charges and fees, and give a=~ notices required by law in the performance of t~e Services. CONSULTANT shall report im~mediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to =±! =pp!~c=b±= codes, rules, regulations and guidelines that are in force at the ~_me such. documentation is premar~. SECTION 8 ERRORS/OMISSIONS CONSULTANT sna±_ correct, at no cost to CITY, any and al! errors, omissions, or SECTION 9. I~EPEh~ENT CONTRACTOR. it is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shal! act as and be an independent contractor and not an agent or emp!oyee of the CITY. The manner and means of conducting the Services are the responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT wil! be responsible for emp!oying or engaging a!l persons necessary to perform the Services. A!! contractors and emp!oyees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction ~dcontr0]. CONSULTTuNT shallberesponsible ~rtheirper~rrnance. SECTION I0 ASSIGNMENT The ~-~= ~~¯.~==_=e_ agre= that the expertise and experience ofb~u~±~q~’~ are _ notco~zszaerations for this Aareement. CO~~ULT_~N_ shall assign or trans{er any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without =~ w .... en consent of rne city manager m ’beConsent to one assignment w£l! not be dee~.eato consent ~_~v~m=z~u ~aGe withoutto any subseauent assignment. Any ass~ ..... the approval of the city manager w~in be void. SECTION ii. SUBCONT_RACTING. CONSULTANT shal! not subcontract any portion of the work to be performed under this Agreement without the prior written authoriz~: n ==~=O._ of the city manager or designe~. SECTION 12. PROJECT MANAGEMENT.CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. if circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other kev Dersonnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approva! of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CiTY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CITY for all purposes under this Agreement. Mary Minto is designated as the project manager for the CITY. The project manager wi!! be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CiTY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS. Al! drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or !nalrect!y by CONSULTANT to _ ~ ~ ’oe~_o~m the services remu!red hereunder shall be a._c remain z_.e oromertv of CITY w!unou~ restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shall make any of h materials available to any individua! or organizationSUC~. - w=~houu the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CiTY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Counci! members, officers, emp!oyees and agents (each an "indemnified Party") from and against any and al! demands, claims, or liability of any nature, including death or injury to any person, property damage or any other !oss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an indemnified Party. The acceptance of CONSULTANT’s services and duties by C!TY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation., of any covenant, term, con@!~!on~’~’ or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term,covenant,con~!~on,~’~.mrovision, ordinance or !aw. SECTION 18. INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in ful! force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C" CONSULTANT and its contractors, if any, shal! obtain a policy endorsement naming the City of Pa!o Alto as an additional insured under any general liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall be provided through carriers with Best’s Key Rating Guide ratings of A-:VI! or higher which are admitted to transact insurance business in the State of California. Any and al! contractors of CONSULTANT retained to perform <=~T~ces under ~:__.....u~i:s Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identica! insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shal! be filed with CITY concurrently with the execution of this Agreement The cert=&_ca~es will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and wi!l not be canceled, or materially reduced in coverage or !~m~zs, by the insurer except a=rer :l±~nc w=~ the Purchasing Manaaer thirty, ~n , ....J _ ~ ~) days Dr!or written notice of the cancellation or modification CONSULTANT s~a~ be responsible for ensuring that current certificates evidencing the insurance are providedto CITY’s Purchasing Manager during the entire term of thisAgreement. 18.4.The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or !oss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or !oss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION.CONSULTANT, by executing this Agreement, certifiesthat it is aware of the provisions of the Labor Code of theState of California which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before com,mencing and during the performance of the Services. SECTION 20. SERVICES. TERMINATION OR SUSPENSION OF AGREEHENT OR 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (!0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will i~mediate!y discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (!0) days prior written notice thereof to CITY, but only in the event of a substantia! failure of performance by CITY. 20.S UDon such s_s e ......or u~._._,~:::=~=o~:, ~ the City Manager iK~ediate!v any and all copies of studies, sketches, drawinas, computations,and other data, ",~ ==~=-~ or not_- ~..,.n~ compiet~a,- ~ _P~e.~ pa:~d"~ bv CONSuL~_N.,~ .... ~ :T or ~ts’ contractors, if any, or given .... ~~ ~any,in connectionto CON SUL lm.~ = or its contractors, :z _ with this Agreemen<Such materials ~ ~ ".... o~ the p.o~e:~y of CITY. 20.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or ’i ~=CTmV __~"materzals del_v~_~d to _._ i~ accordance with the scope of services on or before the effective date (i.e., i0 days after giving notice)of suspension or termination; provided, however, if this Agreement is suspended or ~i~-- ~t~~m --terminated on account of a default bv CONSU~T=~NT,C~zY wil~ be obligated to compensate CONSULTANTonly for that portion of CONSULTANT’s services which are ofdirect and ims~ediate benefit to CITY as such determinationmay be made by the City Manager acting in the reasonableexercise of his/her discretion 20 5 No mavment, martia7 pa~n~..ent,acceptance or partial acceptance by CITY will operate as a waiver on ~_ _’-l.i .~:.e part of CYTY of any of its rights under ~,~s Agreement SECTION 21.NOTICES. ~-~~ w~77 be given in writincand mailed,~77 notices ~ .... postage prepaid, bv certified mail, addressed asfollows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Pa!o Alto, CA 94303 With a copy to the Purchasing Manager. G=rec<orTo CONSULTANT: A~e~.~!on of 9h= project ~= ~ =u the address of CON~u=T~_NT recited above SECTION 22.CONFLICT OF INTEREST 22 i 7n accemtzng t~.zs Agreement CONSULTANT covenants that it presently has no in~e_es~, and will not acquire any interest, dir=ct__~ or =nezrecc,: ~’ ~ financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsu!tants,contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipa! Code and the Government Code of the State of California. 22.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Co~mission, CONSULTANT shall be required and agrees to file the appropriate financial disc!osure documents required hy the Pa!o Alto Municipal Code and the Politica! Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Pa!o Alto Municipal Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the emp!oy~ent of any person because of the race, skin co!or, gender, age, religion, disability, nationa! origin, ancestry, sexua! orientation, housing status, marita! status, familia! status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Pa!o Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.28 pertaining to nondiscrimination in employment, including completing the form furnished by CITY and set forth in Exhibit "D". SECTION 24.MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3.Th~ prevailing party in any action s:o~g~ to enforce the provisions oz ~n!s Agreemen< may recover its reasonable costs and attorneys’ fees expended in connection with that action. 24.4.This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or ora!. This document may be amended only by a written instrument, which is signed by the parties. 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, a6ministrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.if a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in ful! force and effect. 24.7.~l] exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amen6ment hereto are by such reference incorporated in this Agreement and will be deemed to be a mart of this Agreement. 2a.8.This Aare=,.=~~.....~ ~m~u is subject to the fisca! provisions of the Charter of the City of Palo Alto and the Pa!o Alto Municipa! Code. This Agreement wil! terminate without any penalty (a) at the end of any fisca! year in ~._e event that funds are ~_o~ a~, ~op~!ated for the following fiscal year, or (b) at any time within a fiscal year in the event that fun@s are on!v a~rop~~a~e@ for a portion of ~h fi~_~e sca! year and funds for this Agreement are no longer available.This Section 24.8 shall take _~ n _._h of with _ otherDrece@e_.ce ~n ~..e event a conflict anv~"~nS~n or ~rovision of this Agreementcovenant, ~erm,~ ....~=~.,_. IN WITNESS WHEREOF, the ~arties hereto have by ~e~r au!v =u~nor~zea r~p~ese~=~= ~s executed this Agreement on the date first above CITY OF PALO ALTO Bg~ER & TAYLOR, INC. APPROVED AS TO FOB_M: Senior Asst. City Attorney. APPRO~!ED: Assistant City Manager Director of Administrative Services y: (If corporation: Secretary or Treas.) Taxpayer Identification No. Insurance Review Attachments : EM~.!BiT EXHIBIT EXHIBIT "C" : EXHIBIT "D": EXHIBIT "E" : (Compliance with Corp. Code ~ 313 is required if the entity on whose behalf this contract is signed is a corporation. In the a!te-~ative, a certified corp_ora~e resolution attesting to the signatory authority of the individuals signin~ in iscapacitiestheir respective acceptable) SCOPE OF WORK COST SHEETS-TERMS OF SP~E INSUrgeNCE NONDISCRIMINATION COMPLI.~NCE TE~S ~ CONDITIONS ii CITY OF PA.LO 9~LTO BA~R & TAYLOR, INC. APPROVED AS TO~O~_~_:By: Name : Senior Asst. City Attorney APPROVED: Title: (!f corporation: President or Vice-President) By: Assistant City Hanager Director of Administrative Services Name : Title: (If corporation: Secretary or Treasurer) Taxpayer identification No. insurance ~evmew Attachments : EXHIBIT "B" EXHIBIT "C" EXHIBIT "D" EXHIBIT "E" (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. in the alternative, a certified corpora<e resolution attestinc to ~= signatory auE~orlty their ~=sp~<_v~capacities is acceptable) SCOPE OF WORK COST SHEETS-TE~MS OF SALE INSUKANCE NONDISCRIMINATION COMPLIANCE FORM TEPaMS AND CONDITIONS Baker & Taylor o~rs various levels of se/~/ice depending upon the requ/;~rnents of bge Library. The following response provides bot,9 a standard se~/ice approach (BT-NARC) and a customized approach (Customized Servi~s), Baker & Taylor~ Customized Library Se,~zices (CL5) division has been providing customized cataloging and processing to/ibraries since 2~8~, Shou/d the PACL opt for syste,,~ and shelf ready materia/, CL5 has the experience and the expertise to exceed t,~e library’s expectations. Standard Services Your orders are important to us, and we strive to produce accurate shipments with quailW cataloging and processing services. Following is a brief description of our product receipt and order fulfillment workflow. Inventory ! Order Fulfillment As titles are received in our service center, they are "scanned in" by barcode or UPC number. This creates a unique identifier for each title. This identifier will always be: associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is physically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Multiple Checkpoints Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processinq Services Any orders requiring processing services are circulated through our Processing Department. Here, the order is checked against processing specification sheets. These sheets detail the cataloging /processing requested for the titles ordered on an account, as well as any special instructions associated with the order. Processing sheets are developed only a~er the appropriate Library contact has reviewed and approved the specification for the account. Packing / Shippinq After titles have been properly processed to specifications, they move forward to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. The destination address of the boxed order is now verified against our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and individual carton weight. Each carton in a shipment is numbered, and the final carton also indicates total carton count (e.g. 1,2,3, and 4 of 4). Customized Library Services Our Project Team Baker & Taylor will work with the PACL library and its staff to develop and determine the required service specifications at no additional cost. Our project management approach is described below. Baker & Taylor’s Customized Library’ Services utilizes a team approach to working with libraries to help manage projects in the areas of Collection Development, Ongoing Cataloging and Processing, and Opening Day Collections. The core of this team approach is our project management philosophy. Our project managers and support staff will work with the library to insure that all requirements are documented and understood, necessary resources are available, and that a proper framework for communication is in place. All CLS project teams consist of the library "-~s~o,,, and a minimum of a project manager, an automation specia!ist/cataloging/processing manager, and an account coordinator. Collection development managers are included on an as needed basis. Team members are responsible for managing their assigned resources to complete the project. ]rn turn, each team member works closely with the project manager to ensure compliance to al! requirements. As a current customer, PACL has an established CLS Project Team as outlined below. Upon award, CLS will work with the library to review your account structure, cataloging profiles; and processing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS Regional sales manager, to determine what steps the CLS project team needs to take. Pat Bishop Scott Crawford Anthony Halstead Penny Ginn Asst. CLS Project Nanager CLS Director of Sales Sales Consultant Cataloging Manager Our Service Customized Library Services’ custom cataloging is BAKER &TAYLOR’S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. Our preferred method is to access the Library’s ]:LS using the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TLC) to create a state of the art c.ataloging methodology that leverages Z39.50 protocol for accessing the library’s database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the most current version of the library’s cataloging records without the overhead of being directly online. Records obtained from the Library’s database are saved to a library specific work file located in our secure cataloging utility. The records in the work file are used in the creation of spine labels and as a vehicle for providing item-linking information. CLS has created a unique workflow in support of the customized services we provide for our customers. This workflow follows a very specific sequence: the front audit area, the cataloging department, the processing department, and the back audit area. The CLS department has over 200 trained professionals staffed to handle the library’s customized requirements. These staff members are dedicated to meeting the library’s requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched in our industry. Front Audit Once materials reach the CLS department, the front audit team reviews the processing instructions gathered at the site visit for the library’s accounts. These instructions include the location of the processing components and the rules governing acceptable material and formats. The front auditors check all materials for publisher defects or damaged books. This is the first step in our quality process. The front auditors apply customer-supplied barcodes and any labels required under the book jacket. Cataloging The next step in the CLS process is the cataloging department. In the cataloging department, the cataloger reviews the cataloging instructions gathered at the site visit. The cataloger uses the CLS cataloging utility to search the library’s database as described in the CLS methodology, 2 and performs the required level of cataloging service. When the order is completed, the CLS cataloger prints the spine and bibliographic label. The cataloger’s work is reviewed by the Senior Cataloger to ensure that all library specifications are followed. t~ajor Features of the CLS Preferred Cataloging i~lethodoiogv (Z39.50): Only authorized CLS catalogers have access to the library’s database and work file. The cataloger will process material first by searching for a matching record in the library’s database and work file simultaneously. A successful search occurs when our cataloger matches the data elements found in the appropriate record tags with product !n hand. CLS considers the title, author, imprint/publisher, edition and date of publication when matching a record to product in hand. During the CLS site visit, the project team will document the appropriate attributes for matching records. When a matching record is found, the appropriate item tag is keyed and the record is saved-to the library’s work file. ]:f a record is not found in the library’s database or work file, the CLS Bibliographic Database is searched, followed by LC MARC and the resource databases of TLC. The CLS Bibliographic Database contains all C:[P records upgraded to full MARC standards by CLS catalogers, as well as-new records created by CLS original catalogers. ]:f the record is not found in the above resources, the Library may also choose to have CLS search OCLC ontheir behalf for records not found in the library’s catalog. Once a record is located in OCLC it is saved to the Library’s work file and the record is updated to the Library’s specifications. The option of utilizing OCLC will also help to minimize the Library’s need for original cataloging. Please note that the process of using OCLC is available upon CLS’ receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library’s behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding OCLC charges will be the responsibility of the Library. On a weekly basis, an electronic file is sent to OCLC to update the library’s holdings for all contributed records. When a full matching record is found in one of the resource databases, it is upgraded to meet the library’s specifications and the appropriate item tag is keyed. The record is then saved to the library’s work file. ]if the matching record found is not a full level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographi.c Database. The record is then further edited to meet the library’s specifications and the appropriate item record is keyed. The record is then saved to the library’s work file. The exception to a full level record would be that some AV pro-pub records are not upgraded to ful! MARC standards. However, these records are upgradeable to the Library’s local standards. ]:f a matching record cannot be found in the multi-database search string, the product in hand is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to AARC2 rules. LC authority files are used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved in the CLS Bibliographic Database. The product is returned to the cataloger and the process continues. Once in the library’s work file, the record will be edited to meet the library’s specification and appropriate item tag is keyed. The sample records enclosed Tab 10, Exhibit K represent the minimum level of cataloging for AV materials. Every title sent to the library will have ~ full NARC record with the appropriate i-.:em tag. The records will either be new additions to the library’s catalog, edited and modit%d to the library’s standards, or existing records from the library’s catatcg. When the cataloger has completed the order, spine and bibliographic labels as required by the library are printed. Call number and bibliographic information is extracted directly from the MARC record to ensure accuracy. After the labels are printed, a file of HARC records corresponding to the titles in the order is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FTP server for the library to retrieve and load. The records are maintained on the Library’s work file for historical reference. Processinq The processing department completes the physical processing of each item. The processors review the processing instructions gathered at the site visit. Following these instructions, the processor attaches the spine label and any special labels required by the library. After the application of all physical components, the library’s materials move to the jacket selection area. Experienced technicians size the books so the appropriate Plylar jacket can be applied to the dust cover ot: the book. After the material is fully processed, it is ready for the final and most important stage in our CLS process, back audit. Back Audit The back audit team is the final step in ensuring the material we ship to the library is ot~ the highest quality and is in compliance with the library’s profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the site visit. Once the library’s material passes this stage, the order is ready to be staged for delivery to the library. 4 Baker & Tay(or is pleased to offer to Palo Alto City tibraP/discounts from the current publisher% list price. The discounts extended b,/Baker & Taylor are discounts from the current p~’.blisher’s list price, however, publisher’s list price is subje~ to change without notice. Your discount will be applied to the publisher’s !ist price at the time of ~ " ~S~ CrTI~n~, Additionally, please find enclosed a brief description of Baker & Taylor’s categor! b/pes and theh definitions (Exh;.bi,~A-~}’This wi!l clarifi! to the Librar;/ the criteria used to c!assifl/ a particular binding . category. "Baker & Taylor’s Enhanced Services Program" (Exhibit C) describes in detail a valuable service that will save time and money when procuring tit!es from small and hard to find publishers. By utilizing B&T’s vast publisher and title database, the Library can purchase a wide variety/of low demand and small print run [ides from associations and limited edition, prepayment, and non-returnable publishers. These titles will be invoiced at list pri(~e. This agreement affords the provision of books based upon stated discounts from the current publisher’s . list price. The discounts vary based on the classification of books into general categories, some of which are determined by general marketing cr]teria. Baker & Taylor has utilized its best efforts to categorize titles for pricing pt]rposes by considering the binding, cost of acquisition, general marketing categories, publisher’s discount, customer demand, returnability to publishers, preferred stock status, and other factors. Baker & Taylor reserves the sole right to be the final determinant of the pricing category. Please be advised that Baker & Taylor provides a detailed invoice that identifies the publisher’s current suggested list price, the discount offered, and the exact price charged for each title ordered. The discounts outlined within this proposal will be applied to the publisher’s current list price at the time of shipment. Please note that the publisher’s list price is subject to change without notice. In addition, please note that for some college textbook publishers where no publisher list price is assigned by the publisher, Baker. & Taylor will assign a list price for these titles. B&T will also assign a US dollar list price fo~ impoRed titles, in such instances, the applicable list price is based upon a standardized formula. The exceptions to the discounts quoted would be those books considered as proprietary media or falling under Baker & Taylor special programs. DEMCQ Turtleback, Replica Book Services, and BT Bound titles are also excluded from quoted discounts. DENCO Turtleback editions and PawPrints editions will be invoiced at Baker & Taylor’s net advertised catalog price. Replica Books will receive a 5.0% discount and BT Bound titles will receive the discount noted on Exhibit A, from advertised list price. ~mpoRed foreign language titles noted as non:returnable will be billed at our advertised list price. Further information and pricing regarding such services are available upon request. The Library is a subscriber to our Title Source 3 bib/[ographic database product. P/ease use your existing id in conjunction wit,~ the discount information listed in Ex,%ibit A to assist in the eva/uation of our proposa/. .E×hibit~ Cateqory Defi.nit~ons Adult Trade Hardcover Editions (Of C~ (may,:nclude some spoken wordaudio materials9 High demand, materials from widely distributed pubiishers designed rot the general consumer, usual!7 dealing w~th ~ subject ma~er hav~ng broad mass appeal. These ti~les are ty~ical!y re~eased in hardback and can be either ~ction or current non-fiction. Publisher promotionai/media expenditures and print runs are customarily higher for these ~it~es than for most o~hers. Inventory for these ~[~les maintained wi~h preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: ~roker W ~onn Gr,sn~m, ~ . u~alO ,o . ]uven]le Trade Hardcover Editions High demand, juvenile materials from widely distributed publishers designed for the general consumer, usuail,! dea!~ng with a ~ub~ect ma~er having broad mass appeal. These dries are Pipically released in hardback and can be either fiction or current non-fiction. Publisher promotional!media expenditures and print runs are customarily higher for these titles than for most others. ~nvento~ for these t~tles maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: L ~ht in the A~[c b’/Shel Silverstein, ~SBN: 0060256737. III.Adult Quality Paperback Editions (B, C) High demand paperback materials from widely distributed publishers, other than the standard rack size paperback, b/pically found in bookstores and other retail outleLs. Inventory for these titles is maintained with preferred stock status (regular!y stocked in three to four major warehouses). An example of a quality paperback would be: Bridqe~ Jones’s Dia,~! by Helen Fielding, ]~SBN: 01-1028009X. Juvenile Quality Paperback Editions (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, b/pically found in bookstores and other retail outlets. Inventory for these titles is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: Charlotte’s Web by E.B. White, ISBN: 0064400557. Hess Market Paperback Editions (P) A standard rack size paperback typically found in bookstores or other retail outlets. An example of a mass market papedsack would be: Th_.~e Girl Who Loved Tom Gordo0 by Stephen King, ISBN: 0677~042858. VI.Sinq!e Edition Reinforced A high quality binding designed to provide a long shelf life in a heavy use environment. Although the binding is fanned and glued it may not be sewn, which is typically found in the publisher libra-/edition. Subject content can include both fictional and non-fiction works appealing to juveniles as well as adults. These bindings are identified by the publisher to Baker & Taylor. An example of a single edition reinforced binding would be: Watch Outt Biq Brothers Cominq by 3ev AIborough, ISBN: 0763601306. Publisher Library Editions (Z) Fiction as well as non-fiction materials appealing to bSth juveniles and adults, designed with the rugged durabitib/required of the environment typically found in a library setting. Publisher Library Editions are traditionally of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding. These bindings are identified by the publisher to Baker & Taylor. An example of a publisher library edition would be: ~f You Give A Piq A Pancake by Laura .]offe Numeroff, ]SBN: 0060266872. ~ii!. ! I University Press Trade Editions (A)(may include some ~poken word audio materia!s,) This category would include any University Press Trade Editions, both adult and juvenile, and are subject to publisher reclassification. An example of a university press trade edition would be:. The Ajt of Teaching by Oxford Universi~ Press, [SBN: 0195169697. Text, Tech.nical, Reference, Small Press, and Titles of Limited Demand (5, 6r 8, L, Mr N S~ T~ V, X) Category of materials includes, but is not limited to, text, technical, reference, professional medical, small press, and some university press titles (.excluding University Press Trade Editions). It includes titles purchased from publishers on a non-returnable basis~ those publishers that extend little discount to Baker & Taylor, and publishers whose titles have limited sales volume based upon a semi-annual review. It includes individual titles which do not qualify for preferred stock status (based upo;q a quarterly review) and individual tildes which qualify for preferred stock status, but have limited demand (calculated over a rolling 12_ month period). Additionally, any publisher which is not in compliance with some of Baker & Tay!or’s purchasing requirements could be in this category. Haterials in this category are both adult and juvenile and may be of any binding. Examples within this category would be: The t~lerck Index, tSBN: 091~9~0~31, Strateqies That Work, ISBN: 1571103104 and Beaub/and t.he E~st ISBN: 1566563879 ~mpo~ed Enqlish and Non-Enqlish Lanquaqe Editions (F:K,1,3) Titles produced and distributed outside of the domestic US. These titles may be of any binding b/pe and represent various pqblishers. Baker & Taylor will assign a US dollar list price for these editions based upon a standardized formula. Enhanced Se~ice Proqram Titles (O~ Y) This category includes materials where Baker & Taylor receives no discount from the publisher, or prepayment is required by the publisher, or publishers which have restrictions on returns, or books of small or non-commercial publishers with limited sales volume based upon a semi-annual review. Any publisher which is not in compliance with Baker & Taylor’s purchasing requirements would be in this category/. ~aterials in this category may be of any binding. These titles will receive no discount. An example within this category would be: Paths to Recovery., ~SBN: 09100343~1. _£.Spoken Word Audio_ (H) Primarily abridged materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles ca~ be either fi~ion or current non-fiGion. An example of a primarily abridged spoken word audio would be: The Broker by John Grisham, tSBN: 0739316443. Institutional Returns Policy (Revised Ju!y 200d;) The following guidelines are required to ensure prompt handling of your return. A..II producI returns (excluding Book Leasing programs) require prior authorization from a Customer Service Representative. You may contact your appropriate representative via the toll-free number listed on your packing list. How to Obtain Return Authorization Please use the Return Authorization Form from your shipment’s packing list to make all returns. Contact your Customer Service Representative for return authorization. Al! claims must be made within 45 days from the date of invoice. When calling for return authorization, please have the following information available: A.Return Authorization Form B.Your account number and ATS# from the shipment’s packing list (located mid-page under the Return Authorization Form explanation) C.Reason for the claim/return D.Action being requested - 1.Replacement of product 2.Credit to your account; no replacemenl product necessary Your Customer Service Representative will assign your returnan authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit. Products incorrectly shipped by Baker & Taylor may be returned with authorization within 45 days of the product’s date of invoice. Product(s) meeting the definition of Publisher defective maybe returned with prior authorization within six months of the product’s date of invoice. Products purchased with value-added processing services which have been shipped as ordered are considered non-returnable. DAMAGED SHIPMENTS: If you receive, a damaged carton(s) which resulted in damaged product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is visible at the time of delivery, bring it to the Carrier’s attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Customer Service Representative via the toll-free number listed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortac~es. All claims must be made within 45 days from the product’s invoice date. Please ensure you have received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For information on making returns of damaged, defective, or incorrect products, please contact your local International Sales Office or our International Customer Service Department in Momence, Illinois (FAX: 815-472-9886). You may also refer to the website at http :llwww.btot. comlinterna tionallreturn. All returns should be sent to: Baker & Taylor Department R 251 Mt. Olive Church Road Commerce, GA 30599 Enhanced Services Program (book and spoken word audio mateHa!.) Baker & Taylor is pleased to provide a service that will save your library time and money when procuring titles from small and hard to find publishers. By utilizing B&T’s vast publisher and title database, the library can purchase a wide variety of low demand and small print run titles from associations and limited edition, prepayment, and non- returnable publishers. The ESP program builds on Baker & Tay!or’s already outstanding publisher relations by: Expanding our vendor relations team responsible for the follow-up of all publisher orders, improving the speed of delivery of all titles to the library; Widening our publisheF base to include hundreds of small non-commercial publishers formerly considered apply direct by the book industry; and Increasing our reporting capabilities by providing order status reports for 100% of all titles not yet published, and by supplying anticipated publication release dates for all out-of-stock items. PIaterial where Baker & Taylor receives no discount from the publisher, or where prepayment is required by the publisher, or publishers whose titles have limited demand, and/or non-commercial publishers will be invoiced at list price. For Libraries concerned about purchasing these types of titles, B&T’s Title Source for Windows can assist the librarian in researching a particular item’s category and format. These tit!es will appear with a Y or Q in the discount code field. Additionally, you may contact your Customer Service representative or Tnformation Services via phone, fax, or e-mail (btinfo@btol.com) to inquire about these titles before placing an order. As a convenience to the library, B&T can exclude these titles from all orders by adjusting the library’s account profile setup. Please contact your Customer Service Representative for additional information. VI. VII. VIII. IX. Baker & Ta¥ior, Inc.’s Terms and Conditions of Sale (F:,rm Order Book) Palo Alto Cib/.Library, Price indicator {Definition 0 (zero) (Hardcover Trade Editions) C (Hardcover Computer Books) Adult Trade Hardcover rulbu .S (Popular Fi~ion & Non-Fiction) B (Paperback Trade Editions) C (Paperback Computer Books) R S/X/N (Text, Technical, or Reference Editions) L (Hardcover Editions from Small, Specialty Publishers or Titles of Limited Demand)*** M (Paperback Editions from Small, Specialty Publishers or Titles of Limited F/K/Z/3 Juvenile Trade Hardcover Editions (Popular FiCtion & Non-Fiction) Adult Qualib¢ Paperback Editions (Popular Fiction & Non-Fiction) Juvenile Qualib/Paperback Editions (Popular Fi~ion & Non-Fiction) Mass Market Paperback Editions Sinqle Edition Reinforced.(.Juveni!e) Publisher’s Libra..ry Edition (Juvenile) ..... Universib/Press Trade.. Editigns.. Text, Technical, Reference, Small Press, and Titles of Limited Demand (May be of any binding and includes non-trade University Press titles and some spoken word audio) Imported English and Non-Eng%h ’Language Discount 1-2 copiesltitle 45.4 % 3+ copies/title 48.4 % 1-2 copies/title 45.4 % 3+ copies/title 46.4 % 1-2 copies/tiUe 41.2 % 3+ copiesltitle 42.4% l-I copies/title 41.2 % 3+ copies/title 42.4% 1-2 copies/title 41.2 % 3+ copies/title 42.4% 22.2 % 22.2 % 9.5% 5=9.5% X=9.5% N = 0.0 %* L = 0.0 % **~ M = 0.0 % *~V=O.0% T=O.0% S=0.0 % 6 =9.5%8=9.5% F=0.0%K=9.5% YIQ H Special D Program E Editions 1 = 3= Enhanced Service Program**0.0 Spoken Word Audio (primarily abridged) -DEMCO T~rtleback"Editions .................. -BT Bound Editions 0.0% 0.0% % 45.4 % O =o.6% E = 22.2 % Titles which receive minimal publisher discount will be invoiced at publisher’s list price. Titles where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher orpublishers whose titles Have limited demand and/or non-commercial publishers will be invoiced at list price. Represents publishers with limited sales volume, based upon a semi-annual review and individual titles which qualify for preferred stock status, but have limited deman.d, (calculated over a rotlino i2 month period). Also represents .indiv, idua.I titles which do not qualify for preferred s~ock status, based upon ~uarterty review. These titles may De or any oinaing type or publisher of Origin. Replica books will be invoiced at 5.0 % off of B&T advertised list price. PawPrints editions wilt be invoiced at advertised list price. "Special Program" titles will be discounted as shown, discount will be applied to the B&T advertised list price. Please note that for some college te~book publishers where no publisher list price is assigned by the publisher, Baker & Taylor will assign a list price for these titles. In such instances, the applicable list price is based upon a standardized formula. Also, B&T will assign a US dollar list price for imported titles. The discounts outlined within this proposal are applied to the publisher’s current list price at the time of shipment. Please note that the publisher’s list price is subject to change without notice. Note: Price Indicator is subje~ to change based upon changes in relationships with publishers. Categorf I, If. Ill, IV. Vl. VII. VIII. IX. XI. XII. Special Program Baker & Taylor, Inc.’s Terms and Conditions of Sale (Continuation 5eP,’ices) Palo Alto Cib! Libra,~/ Price indicator Definition 0 (zero) (Hardcover Trade Editions) C (Hardcover Computer Books) B (Paperback Trade Editions) C (Paperback Computer Books) G P R Z S/X/N (Text, Technical, or Reference Editions) L (Hardcover Editions from Small, Specialty Publishers or Titles of Limited Demand)** H (Paperback Editions from Small, Specialty Publishers or Titles of Limited Demand)** V/T (Returnable SpeciaityTextbooks) F/K/I/3 H Adult Trade Hardcover Editions (Popular Fiction & Non-Fiction) Juvenile Trade Hardcover Editions (Popular Fiction & Non-Fiction) Adult Quality Paperback Editions (Popular Fiction & Non-Fiction) Juvenile Quality Paperback Editions (Popular Fiction & Non-Fi~ion) Hass Harket Paperback Editions Sinqte Edition Reinforced (Juvenile) Publisher’s Library Edition (Juvenile) university Press Trade Editions Text, Technical, Reference, Small Press, and Titles of Limited Demand (Hay be of any binding and includes non- trade University Press titles and some spoken word audio) Imported English and Non-English Language Editions Enhanced Service Program*~ Spoken Word Audio (primarily abridged) DEMCO Turtleback Editions BT Bound Editions !Discount Sliding Scale 1 Sliding Scale 1 Sliding Scale 2 Sliding Scale 2 Sliding Scale 2 i~.i % ii.i % ii.i % S = 1!.1% X = 11.1% N = 7.0% L = Sliding Scale ! ** M = Sliding Scale 2 ** V=0.0% T=0.0% 5=7.0 % 6 = II.I % 8 =ii.i % F=O.0%K = !1.! % 1=0.0%3=7.0% Q=7.0% [Y=0.0%* n/a D=0.0 % E=0.0% Sliding Scale 1 Sliding Scale 2 1~3 copies/title 44.5 % !-3 copies/title 43.2 % 4+ copies/title 45.0 % 4+ copies/title 43.7 % Titles where Baker~ & Taylor receives no discount from the publisher or prepayment is required by the publisher orpublishers whose dries Have limited demand and/or non-commercial publishers will be invoiced at list price. Represents publishers with limited sales volume, based upon a semi:annual review and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). Also representsindividual titles which do not qualify for preferred stock status, based upon quarterly review. These titles may be ofany binding type or publisher of origin. Replica books will be invoiced at 5.0 % off of B&T advertised list price. PawPrints editions will be invoiced at adveRised list price. "Special Program" titles will be discounted as shown, discount wilt be applied to the B&T advertised list price. Please note that for some college textbook publishers where no publisher list price is assigned by the publisher, Baker & Taylor will assign a list price for these titles. In such instances, the applicable list price is based upon a standardized formula. Also, B&T will assign a US dollar list price for impoRed titles. The discounts outlined within this proposal are applied to the publisher’s current list price at the time of shipment. Please note that the publisher’s list price is subject to change without notice. Note: Price Indicator is subject to change based upon changes in relationships with publishers. CERTIFICATE LOCKTON COMPANIES 525 W. Monrce, Suite CHICAGO IL 6C661 (312) 669-6900, OF LIABILITY "INoUmANCE Baker & Taylor, Inc. ""See Mtachmenl for Additional Named Insureds 2550 West Tyvola Road Suite (~harlGte, NC 28217 I OATB 06/30/2007 I 06/30/2006 I TH~S CERTiFiCATE tS ISSUED AS A MAT-TER OF INFORMATION I ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATEI.HOLDER. TH!S CERTIFICATE DOES NOT AMEND, EXTEND ORIALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW., tHSURERS AFFORDING COVERAG~ ~.Su~ .~ : Zurich American Insurance Comoanv ~u~ ~ Federal Insurance Company THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING COVERAGES XZ INSUR.~R{~}, AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO ~’INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANOING ANY REQUIREMENT. TERM OR CONOITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH ~";IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCB GENERAL LIA B~UTY ~ I CoMMeRCIAL GENERAL LIABIUTY } GF~E~ IT PIES H "LAGGREGATELIM AP L PER: F---] POLICY [---~ PRO" F-’--I LOCJECT ...... Da, TE ~~ . LIMITS EACH OCCURRENCE I ~ I .OC0.O00 ........ 06/3012006 I 06/30/2007 P,RE OAMAGE (A~y o~e {~e) ~ ~300,000 GE"ERAL*GGREGATE I ’2.OOQ.,OQ.O , AUTOMOBILE LIABILITY~ANY AUTO ~ ALL OWNED AUTOS----q SCHEDULED AUTOS ~HIRED AUTOS ~NON-OWNED AUTOS .4 BAP 9378075-02 06/30/2006 NOT APPL[CAB LE 79838538 06/30/2006 06/30/2007 06130/200;~ COMBINED SINGLE LIMIT BODILY INJURY(Per person) BODILY INJURY(Per active nl) PRoPeRTY DAMAGE(Pet a~i~enl) AUTO ONLY - EA ACCIDENT OTHER THANAuTo ONLY: EACH OCCURRENCE AGGREGATE WORKERS COMPENSATION AND ~E.L. O~SEASE- E6 E~PL~YE~ OTHER $ $ XJ<X_XXXX XXXXDCXX 9C<XXXXX :ERTIFiCATE HOLDER I [ ADDITIONAL INSURED: INSURER LETrER: ~CORD 25-S (7/97) CANCELLAT1ONiM!g703] SHOULO ANY OF ,’~iE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL__30 DAYS WR~EN NQ~CETO ~E CERTI~CATE HOLDER NAMED TO ~E ~. BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGA~ON OR LIABIL~/ OF ANY KIND UPON ~£ INSURER, I~ AGEN~ OR REP£ KSENTA~VES. A~HQRIZEO R~RESENTA~VE ~ Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry,, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 4.If Proposer is INDIVIDUAL, sign here: Date: Proposer’s Signature Proposer’s typed name and title If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Date: Date: Mer,nber of the Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: Director-Pricing Services Senior Pricing Analyst Title Title and Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticily or Secretary’s certificate of authorization) for and on o~o3~o 19 behalf of the below named ""m’~ R""" ’ ~’~,C,~, ,, O. ,,-,TIO ~, and ~na~, ,~,} are authorized io e^~e same for and on ~enah of said. CORPO~TION.~e~ Ta~ 10, E~hibit M for Author]b~ Baka~ & l’ay~or~ Inc. Corporation Name (type or print) By:Lee Ann Queen Date:3une 1, 2007 Title: Director- Pricinq Services ~ v " % ......’~ " ~ , .....Rhyne Date: .June I, 2007 o~o~o 20 EXHIBIT E ACCE?TANCE/AGREEMENT: City of Palo Alto [City) reserves ~he r~ght to reiect any and DELIVERY: The te~ms of dellvety are as state~ on the attachment hereof. The obilgation of CHANGES: City shall have t~e righ~ et any time by writ~en notice via P.O. Change Order Ci[y’~ Purchasing Manager. hazardous); [4.) be #erfo~med within ~he rules and ~agulatlons of the ,Occupational Safely end Health ACt of 1970 [as amendedl; (5) ~a produced or transferreo or disposed o~ as required by {e~et~l and stale taws and 16) have good marketable t~[le. INDEPENDENT CONTRACTOR, INSURANCE: Se~e~ certifies, by acce#tance, that no/she is an independen[ ¢ontractoz, Selle~ shall protect, defend, and indemnify and hold Ciw harmless liability, automobile and general public liability, [including non-owned aulomobile liability) teQues[ed by C~Iy. EOUAL OPPORTUNITY CLAUSE: Ey accep~a~c~ oi ~s P.O., Selle~ ce~{iGes ~I is {n FORCE MAJEURE: City may delay gel{vezy or acceptance occasioned by causes beyond its performance at {his P.O. an¢ City’s toques:. Seller shall also be excused i~ 0el~vefy is AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it execu{es ~his P.O. INTERPRETATION OF CONTRACT DOCUMENTS: ~n %he event at a conll~ct belwe~n the Attachment C CiTY OF PALO ALTO CONTraCT NO.C0812!819A AGR-E~MENT BETWEEN THE CITY OF PALO ~iTO AND BAI4_ER & TAYLOR, INC. FOR PROFESSIONAL SERVICES PROVISION OF LIBRARY MATERIALS (AUDIO VISUAL) & REL_ATED SERVICES This AGREEMENT is entered into September 17, 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State of California ("CITY"), and Baker & Taylor Inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvola road, Suite 300, Char!otte, NC 28217 (PH) 800- 775-7930 ("CONSULTANT"). RECITALS The fol!owing recitals are a substantive portion of this Agreement. A. CITY intends to procure Audio Visual Materials and related services for its various CITY Libraries and desires to engage a consultant to provide these Audio Visua! Materials and services for the libraries, collectively referred to as ("Services"). B. CONSULTANT has represented that it and any subconsultants have the necessary professional expertise, qualifications, and capability, a__@ al! required licenses and/or certifications to provide the Services. C. CITY in reliance on <hese representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", Scope of Services, attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms,and conditions,this Agreement,the parties agree: AGREEMENT SECTION I. SCOPE OF SERVICES. CONSULTANT shall provide the Audio Visual Materials, as listed in Exhibit B, and perform ~_med in Exhibit ~ , Scope of Services,~the Services "=-~"~’"~ acco:~ance w~rn the terms and conditions cont~nea in this A_g<eeme~t The performance of all Se<v~ces s~a~] be consistent ~ ~t~ the Purchase Order Terms and Conditions ]~sted ~ <~h~b~t ~ and to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to September 30, 2008, unless terminated earlier pursuant to Section 20 of this Agreement. CITY has the option to renew for up to two additional one year periods. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shal! complete the Services within the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shal! be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for provision of the materials ordered, as listed in Exhibit B, and for the performance of the Services described in Exhibit "A", including both pa~ent for materials and services, including shipping and freight, shall not exceed eighty thousand Dollars ($80,000) in the first year of this Agreement. The applicable Costs for Audio Visua! Materials and related services are set out in Exhibit "’B", entitled "’COSTS," which is attached to and made a part of this Agreement. if the CITY exercises its option to renew for additional years, the compensation to be paid CONSULTANT, shal! not exceed e_gnuy thousand dollars ($80,000.00) per year for Year 2 and/or Year 3. SECTION 5. INVOICES. in order to request payment, CONSULTANT shall submit invoices to the CITY describing the materials purchased and the services performed and the applicable charges. CONSULTANT shal! be paid for materials received by CITY. CITY’s payment terms are net 30 days upon receipt of goods. The information in CONSULTANT’s pa~ent requests shall be subject to verification by CITY. SECTION 6. QUALIFICATIONS/ST~_NDA.RD OF CA_RE.Ai! of the ~-~=~shall underS~_v=~=__ _ be performed by CONSULTA~T or CONqmTm~m’..... ~± s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services recuired by this Agreement and that the p=~ ~ ~ ......... so..~.e= have sufficient ~k~]] and experience to perform the Services assic~=d to ~n~m ~ --~ "~~n=u !~,!~s =~p±oy=es andCONSUm~AN±represents ~’ ~~’~~ ~ - subconsultants have and shall maintain during the term of this Agreement al! licenses, permits, qualifications, insurance and approvals of whatever nature that are legally requ±rec to perform the Services. A]] of the services to be ~ ~__~urn:shed by CONSULTANT under this agreement shal! meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shal! keep itself informed of and in compliance with all federa!, state and !oca! laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shal! procure al! permits and licenses, pay al! charges and fees, and give al! notices required by law in the performance of the Services. CONSULTANT shall report i~mediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to al! applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. SECTION 9. INDEPEndENT CONTRACTOR. it is understood and _’~ S~v=c~ under this Agreementagreed that in performing <ne ....~ =~ CONSULTANT; -~_=n@ any merson employed by or contracted with CON~uL~s_~ to furnish labor and/or materials under zn~s A~==e~en~, sna~l act as and be an independent conzractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and un@e_ the control of CONSULTANT, except to the extent they are !im~ted by appl_cas!e law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging al! persons necessary to perform the Services. Al! contractors and emp!oyees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction~ndcon~o]. CONSULTANT shallberesponsible ~rtheirper~rmance. SECTION i0. .ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shal! not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approva! of the city manager wil! be void. SECTION II. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work co be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12. PROJECT MANAGEMENT.CONSULTANT wil! assign Jennifer Rhyne, Senior Pricing Analyst, as the project director to have supervisory responsibility for the _D=<{o<mance,~ ........ progress, and execution of the Services T{ circumstances or conditions subsequent to the execution of this ~= ~~_greem~n~ cause the substitution of the project director or any other key personnel for any reason, the aDmointment__ of a substitute project @irec~o_~ ’ r and the assignment of any key new or replacement personnel wil! be subject to the prior written approva! of the CITY’s project manager CONSu=TANT at CITY’s request shall promptly remove personnel who CITY finds do not perform ~he Services in an accepzam_e manner, are uncooperative, or prese.~ a 4 threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The city manager will represent CiTY for all purposes under this Agreemen.t. Mary Minto is designated as the project manager for the CITY. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS. :~l_,eraw!ngs, _Dlans, reports, specifications, calculations, documents, other materials and copyright interests deve!oped or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CiTY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CiTY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Counci! members, officers, emp!oyees and agents (each an "indemnified Party") from and against any and al! demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including al! costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an indemnified Part’]. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shal! survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term,covenant,condition,provision, ordinance or law. SECTION 18. INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect duringthe term of this Agreement, the insurance coverage described in Exhibit "C". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy or policies. 18.2. ....All i~su_=!~ce~r~coverage required hereunder shal! be provided through carriers with Best’s Key Rating Guide ratings of A-:VII or higher which are admitted to transact insurance business in the State of California. Any and al! contractors o{ CONSULTANT retained to perform Services under this Agreement will obtain and _u~:m of thismaintain, in full force and effect during the ~=- Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shal! be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approva! of CITY’s Risk Manager and wil! contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or_limits, by the insurer except after fil~n~__..~ with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fu!f~]l the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT w~17 be obligated for the full ~ ~a~.c to~=l amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or !oss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every emp!oyer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that Code, and certifies that it wil! comply with such provisions, as applicable, before comKLencing and during the performance of the Services. SECTION 20. SERVICES. TERMINATION OR SUSPENSION OF AGREE!~ENT OR 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (!0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will i~mediateiy discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (!0) days prior written notice thereof to CITY, but only in the event of a substantia! failure of performance by CITY. 20.3.Upon such suspension or termination, CONSULTANT shall deliver to ~.:e City Manage: -~ =~ !y any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by ~m~<n~:=’~v~_= ....or its contractors, ±: any, or glven to CONSULTANT or its contractors, if any, in connection S~n materials will become th=with this Agreement.~.-~ ~:o~r~v of C!TY 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials del_vere@ to CITY in accordance with the scope of services on or before the effective date (i.e , !0 ea\s after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY wil! be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of ~_rec~ and _msne~_a~e bene~__t to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion 20.5. No pavement, partia! payment, acceptance, or partia! acceptance by CITY wil! operate as a waiver .on the part of CITY of any of its rights under this Agreement. SECTION 21. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mai!, addressed as fol!ows: To CITY:Office of the City Clerk City of Pa!o Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT- Auu~nuion of the project director at the address of CONSULTANT recited above SECTION 22. CONFLICT OF INTEREST 22.~in accepting this ~~_.:~greemenz, CONSULTANT covenants that it presently has no interest, and wil! not acquire any interest, direct or indirect, financial or h’~ .....orotherwise, w_~cn would con{]~ct in any manner degree with the performance of the Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsuitants,contractors or persons having such an interest. CONSULTANT certifies that no person who has or wil! have any financia! interest under this Agreement is an officer or emD±oyee of CA±Y, this ~=o._s=o__ w~ll be interpreted in accordance with the applicable provisions of the Pa!o Alto Municipal Code and the Government Code of the State of California. 22 3 If the Project Manager determines ~_~=~ CONSULTANT is a "Consu!~=nc as cna~ term is defined by the Regulations of the Fair Politica! Practices Commission, CONSULTANT shal! be required and agrees to file the appropriate financia! disc!osure documents required by the Palo Alto Municipa! Code and the Political Reform Act. SECTION 23 NONDISCRIMINATION.~s.~_ set forth in Palo Alto Municipa! Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, nationa! origin, ancestry, sexual orientation, housing status, marital status, familia! status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Pa!o Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet al! requirements of Chapter 2.28 pertaining to nondiscrimination in emp!oyment, including completing the form furnished by CITY and set forth in Exhibit "D" SECTION 24.MISCELLANEOUS PROVISIONS. 24.1. This Agreement wil! be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3. The prevailing party in any action brought to enforce the provisions of this Agreement may 9 recover :~ reasona~±e costs and attorneys’ ~e=~ expended in connection with that action. 24.4.This document represents the entire and integrated agreement between the parties and supersedes all D~ or nego~!aE!ons, re~res~n~ulOn~, and co~.~r=c~s, e~ t~e~ written or oral This document may be ~mendea only by a wn=c.~ ~s signed by the parties.w~±~uen Instrument,,~ ~ h ~ 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amen6ment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in ful! force and effect. 24.7.All exhibits referred to in this Agreement and any addenda, appendices, attacb_ments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fisca! year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 7N W=±N~SS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on <~_e date first above written. I0 CITY OF PALO ALTO BAKER & TAYLOR, INC. APPROVED AS TO FORM: Assistant City Manager (If corporation: President ~Vice-Pre~dent) Name : ~ ~ ~ (if corporation: Secretary or Treesurer~ Director of Administrative Services Taxpayer !dentif~ -~’,_c~,~!on iX,To. Insurance Review Attachments : EXHIBIT ’~ ~-" : mX_~_ ,_ B ± T "B" - EXHIBIT .EXHIBIT "E" : (Compliance with Corp. Code § 313 is. required if the entity, on whose behalf this contract is signed is a cor_wcration. in the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signin~ in istheir respective capacities acceptable) SCOPE OF WORK COST S.~,.-EETS-TERMS OF S~T,E ! N S trRr~-~N C E NONDiSCRIMiNATION COMPLI-~3]CE FORM TEPzMS ~-O CONnDITIONS Baker & Taylor oP,’~rs various levels of se~/,~e depending upon b~e requirements of the Libra~,/. f, ollow/~,g response provides both a standard se,~zice approac,~ (~.,T/~;~4,RC) and a customlze,d appmac,~ (Customized Baker & Taylor’s Customized Libra,! Sew/ces (CI S) division has been providing c~tomized cataloging and processing to libraries since ~8~, Should the PACk opt for system and shelf ready ma~rial, CLS has t~,e experience and the e~e~se to exceed t~e !ibrary’s expectations, Standard Services Your orders are important to us, and we strive to produce accurate shipments with quality cataloging and processing services. Following is a brief description of our product receipt and order fulfillment workftow. Inventory / Order Fulfillment As titles are received in our service center, they are "scanned in" by barcode or UPC number. This creates a unique identifier for each title. This identifier will always be associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is physically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Multiple Checkpoints Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processinq Services Any orders requiring processing services are circulated through our Processing Department. Here, the order is checked against processing specification sheets. These sheets detail the cataloging !processing requested for the titles ordered on an account, as well as any special instructions associated with the order. Processing sheets are developed only after the appropriate Librar7 contact has reviewed and approved the specification for the account. Packing / Shiooinq A~er titles have been properly processed [o specifications, they move forward to be packaged, items are boxed in new cartons, to protect against any damage during shipment. The destination address of the boxed order is now verified against our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and individual carton weight. Each carton in a shipment is numbered, and the final carton also indicates total carton count (e.g. 1,2,3, and 4 of 4). Customized Library Services Our Project Team Baker & Taylor will work with the PACL library and its staff to develop and determine the required sewice specifications a~: no additional cost. Our project management approach is described be!ow. Baker & Taylor’s Customized Library Services utilizes a team approach to working with libraries to help manage projects in the areas of Collection Development, Ongoing Cataloging and Processing, and Opening Day Collections. The core of this team approach is our project management philosophy. Our project managers and support staff will work with the library to insure that all requirements are documented and understood, necessar/ resources are available, and that a proper framework for communication is in piece. All CLS project teams consist of the library, staff, and a minimum of a project manager, an automation specia!ist/cataloging/processing manager, and an account coordinator. Coiie~ion development managers are included on an as needed basis. Team members are responsible for managing their assigned resources to complete the project. Tn turn, each team member works closely with the project manager to ensure compliance to all requirements. As a current customer, PACL has an established CLS Project Team as outlined below. Upon award, CLS will work with the library to review your account structure, cataloging profiles, and processing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS Regional sales manager, to determine what steps the CLS project team needs to take. Pat Bishop Scott Crawford Anthony Halstead Penny Ginn Asst. CLS Project Manager CLS Director of Sales Sales Consultant Cataloging Manager Our Service Customized Library Services’ custom cataloging is BAKER &TAYLOR’S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. Our preferred method is to access the Librap/’s ILS using the Z39.50 protocol. Customized Library Services has partnered with The Library’ Corporation (TLC) to create a state of the art cataloging methodology that leverages Z39.50 protocol for accessing the library’s database and a resource pool of records from the Librap/of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the most current version of the library’s cataloging records without the overhead of being directly online. Records obtained from the Library’s database are saved to a library specific work file located in our secure cataloging utility. The records in the work file are used in the creation of spine labels and as a vehicle for providing item-linking information. CLS has created a unique workflow in support of the customized services we provide for our customers. This workflow follows a very, specific sequenqe: the front audit area, the cataloging department, the processing department, and the back audit area. The CLS depa~ment has over 200 trained professionals staffed to handle the library’s customized requirements. These staff members are dedicated to meeting the library’s requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched in our industry. Front Audit Once materials reach the CLS department, the front audit team reviews the processing instructions gathered at the site visit for the librarT,’s accounts. These instructions include the location of the processing components and the rules governing acceptable material and formats. The front auditors check all materials for publisher defects or damaged books. This is the first step in our qualib/process. The front auditors apply customer-supplied barcodes and any labels required under the book jacket. Cataloging The next step in the CLS process is the cataloging department. ]:n the cataloging department, the cataloger reviews the cataloging instructions gathered at the site visit. The cataloger uses the CLS cataloging utility to search the library’s database as described in the CLS methodology, and pe..-forms the required level of catalOg!ha service. When the order is ~om~. ~.~.a the CLS cataloger prints the spine and bibliographic label. The cataloger’s work is reviewed b,/the Senior Cataloger to ensure that all library specifications are followed. H~jor Features of the CLS Preferred Cataloging Methodology (Z39,50): Only authorized CLS catalogers have access to the library’s database and work file. The cata!oger wi!l process material first by searching for a matching record in the library’s database and work file simultaneously. A successful search occurs when our cataloger matches the data elements found in the appropriate record tags with product in hand. CLS considers the title, author, imprint/publisher, edition and date of publication when matching a record to product in hand. During the CLS site visit, the project team will document the appropriate attributes for matching records. When a matching record is found, the appropriate item tag is keyed and the record is saved-to the library’s work file. ]7 a record is not found in the library’s database or work file, the CLS Bibliographic Database is searched, followed by LC MARC and the resource databases of TLC. The CLS Bibliographic Database contains all CZP records upgraded to full MARC standards by CLS catalogers, as well as new records created by CLS original catalogers. If the record is not found in the above resources, the Library may also choose to have CLS search OCLC on their behalf for records not found in the library’s catalog. Once a record is located in OCLC it is saved to the Library’s work file and the record is updated to the Library’s specifications. The option of utilizing OCLC wil! also help to minimize the Library’s need for original cataloging. Please note that the process of using OCLC is available upon CLS’ receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library’s behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding OCLC charges will be the responsibility of the Library. On a weekly basis, an electronic file is sent to OCLC to update the library’s holdings for all contributed records. When a full matching record is found in one of the resource databases, it is upgraded to meet the library’s specifications and the appropriate item tag is keyed. The record is then saved to the library’s work file. If the matching record i:ound is not a full level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographi.c Database. The record is then further edited to meet the library’s specifications and the appropriate item record is keyed. The record is then saved to the library’s work file. The exception to a full level record would be that some AV pro-pub records are not upgraded to full MARC standards. However, these records are upgradeable to the Library’s local standards. ]:f a matching record cannot be found in the multi-database search string, the product in hand is forwarded to an original cataloger in the CLS department. Our original catalogers will create a record according to AARC2 rules. LC authority files are used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved in the CLS Bibliographic Database. The product is returned to the cataloger and the process continues. Once in the library’s work file, the record will be edited to meet the librar~/’s specification and appropriate item tag is keyed. The sample records enclosed Tab 10, Exhibit K represent the minimum level of cataloging for AV materials. 3 Every! title sent to the library will have a full I’,IARC record with the apprcpriate i::e.m tag. The records wiil either be new additions to the librar’!’s catalog, edited and modif:,ed tc the h~r~ry"-" ~ ’s standards, or existing records from the libra~’s c~La~ug. When the cataloger has completed the order, spine and bibliographic labels as required by the librar’! are printed. Call number and bibliographic information is extracted directly from the r~IARG record to ensure accuracy. A~er the labels are printed, a file of P1AP, C records corresponding to the titles in the order is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FTP server for the library to retrieve and load. The records are maintained on the Library’s work file for historical reference. Processinq The processing department completes the physical processing of each item. The processors review the processing instructions gathered at the site visit. Following these instructions, the processor a~aches the spine label and any special labels required by ~he library. A~ter the application of all physical components, the library’s materials move to the jacket selection area. Experienced technicians size the books so the appropriate Plylar jacket can be applied to the dust cover of the book. Alter the material is fully processed, it is ready for the final and most important stage in our CLS process, back audit. Back Audit The back audit team is the final step in ensuring the material we ship to the library is of the highest quality and is in compliance with the library’s profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the site visit. Once the librar’f’s material passes this stage, the order is ready to be staged I~or deliver-! to the library. 4 Baker & Taylor is pleased to offer to Palo Alto Cit’:/Library discounts from the current publisher’s list pr!ce. The discocnts extended b,/ Baker & Ta?tor are discounts from the current publisher’s list price, however, publisher’s list price is subje~ to change without notice. Your discount wi!! be applied to the p~Jblisher’s de.c,,x~,o,, of Baker & i aylor’s categor/ b/pea and their~,,:. pi~ase find enclosed a brief ~ "~; - definitions (Exh;bilA-~"This ~,~ill clarifl! to the Librap/ the criteria used to c!assiiy a pa~-ticular binding catego% "Baker & Taylor’s Enhanced Services Program" (Exhibit C) describes in detail a valuable son, ice that will save time and money when procuring titles from small and hard to find publishers. By utilizing B&T’s vast publisher and title database, the Library can purchase a wide variety of low demand and small print run ~ides from associations and limited edition, prepa’/ment, and non-returnable publishers. These titles will be invoiced at list price. This agreement affords the provision of books based upon stated discounts from the current publisher’s ¯ list price. The discounts vary based on the classification of books into general categories, some of which are determined by general marketing criteria. Baker & Taylor has utilized its best efforts to categorize titles for pricing purposes by considering the binding, cost of acquisition, general marketing categories, publisher’s discount, customer demand, returnabilib/ to publishers, preferred stock status, and other factors. Baker & Taylor reserves the sole right to be the final determinant, of the pricing category. Please be advised that Baker & Taylor provides a detailed invoice that identifies the publisher’s current suggested list price, the discount offered, and the exact price charged for each title ordered. The discounts outlined within this proposal will be applied to the publisher’s current list price at the time of shipment. Please note that ~he publisher’s list price is subject to change without notice. In addition, please note that for some college textbook publishers where no publisher list price is assigned by the publisher, Baker. & Taylor will assign a list price for these titles. B&T will also assign a US dollar list price for imported titles. !n such instances, the applicable list price is based upon a standardized formula. The exceptions to the discounLs quoted would be those books considered as proprietary media or falling under Baker & Taylor special programs. DEMCO Turtleback, Replica Book Ser-~,ices, and BT Bound titles are also excluded from quoted discounts. DF_MCO Turtleback editions and PawPrints editions wil! be invoiced at Baker &Taytor’s net advertised catalog price. Replica Books will receive a 5.0% discount and BT Bound titles will receive the discount noted on Exhibit A, from advertised list price. ]mpoRed foreign language titles noted as non,returnable wit! be billed at our adve~ised list price. Further information and pricing regarding such services are available upon request. The Library is a subscriber to our Tit/e Source 3 bibliographic database product, Please use your existing id in conjunction with the discount information listed in Ex,~ibit A to assist in the e va/ua tion o f our proposal. E;_, Adult T;ade Hardco,;er Editions (0, C] ~.’nak’,;nc!u~e s~me ~o2~n wordauG’b ~ gh demand, rear,dais fr~ ,~de~,! Gstdbu~ed ub~;~~ . ~-, - -designed for the general consumer, usua~!y dealing w~h broad mass ~,. These titles are b!pically re~eased in hardback and can ~e e~ker fictian or current nan-fiction. =xp=n~,,.u es and print runs are customarily Mgher for these ~i~es :hart lot most ~,,~r~. maintained with~ nr=f=~r=d ..... stock status (regular!/ stocked in three to fo, ,r major warehouses). An example Broker by 3ohn Grisham, [SB~!: 038~5104~4. ]uveni!e Trade Hardcover Editions High demand: juvenile materials from widely distributed publishers designed for the general consumer, usually dealing with a Subject ma~er i;aving broad mass appeal These titles are t-¢pica]!y re}eased in hardback and can be either fiction or current non-fiction. Fublisher promotional/media expenditures and print runs are customarily higher for these titles than fcr most others. !nventory for these titles is maintained with preferred stock status (regularly stocked in three to fcur major warehouses). An example of a trade edition would be: A_ L!ght i0 the A~ic by Shel Silverstein, iSBN: 0060256737. Adult Ouality Paperback Editions (B, C) High demand paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventor), for these titles is maintained with preferred stock status (regular!y stocked in three to four major warehouses). An example of a quality paperback would be: Bridc~e: .]ones’s Dian! by Helen Fielding, tSBN: 014028009X. iV..Juvenile QualitY, Paperback Editions (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, b/pically found in bookstores and other retail outlets. Inventory for these titles is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: Charlotte’s Web by E.B. White, :[SBN: 006-tq00557. f4ass Market Paperback Editions (P) A standard rack size paperback typically found in bookstores or other retail outlets. An example of a mass market paperback would be: The Girl Who Loved Tom Gordon by Stephen King, ISBN: 0671042858. Sinqle Edition Reinforced (R) A high quality binding designed to pro,~ide a long shelf life in a heavy use environment. Although the binding is fanned and glued it may not be sewn, which is typically found in the publisher library edition. Subject content can include both fictional and non-fiction works appealing to juveniles as well as adults. These bindings are identified by the publisher to Baker & Taylor. An example of a single edition reinforced binding would be: Watch Out! Biq Brothers Cemin~ by 3ev Alborough, ISBN: 0763601306. Publisher Library, Editions (Z) Ficl:ion as well as non-fiction materials appealing to both juveniles and adults, designed with the rugged durabili~’), required of the environmen: ~’pically found in a library se~in, g. Publisher Library Editions are traditional!?’ of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding. These bindings are identified by the publisher to Baker & Taylor. An example of a publisher library edition would be: If You Give A Piq A Pancake by Laura _]offe Numeroff, ~,SBN: 0060266872. V:Ii.University Press Trade Editions (A)(may fndu~e some spoken word audio materials) This category would include any Universib! Press Trade Editions, both adult and juvenile, and are subject to publisher reclassification. An example o~ a university press trade edition would be: The A.rt of Teachinq by Oxford Universi~ Press, ISBN: 0195169697. Te~, Technical: Referencer SmaU. Pre~s~ and Titles of Limited.. Demand (5; 6~ Category of materials includes, but is not limited to, text, technical, reference, professional medical, small press, and some university press tides (excluding University Press Trade Editions)..It includes titles purchased from publishers on a non-returnable basis, those publishers that extend little discount to Baker & Taylor, and pubiishers whose titles have limited sales volume based upon a semi-annual review..It includes individual titles ~hich do not quali~,/for preferred stock status (based upon a quarterly review) and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling !2 month period). Additionally, any publisher ~’~hich is not in compliance with some of Baker &, Taylor’s purchasing requirements could be in this category, blaterials in this category, are both adult and juveni!e and may be of any binding. Examples within this categor! wouid be: The Merck in~ex, ISBN: 09].1910!31, Strateqies That Y,Jork, ISBN: 157~ 103~0-1 and Beaub¢ and the East ISBN: 1566563879 X.imposed Enqlish and Non-Enqlish Lanquaqe Editions Titles produced and distributed outside of the domestic US. These titles may be of an,! binding type and represent various publishers. Baker & Taylor will assign a US dollar list. price for these editions based upon a standardized formula. XI.Enhanced Service Proqr~m Titles (O,., Y) This category includes materials where Baker & Taylor receives no discount from the publisher, or prepayment is required by the publisher, or publishers which have restrictions on returns, or books of small or nonocommercial publishers with limited sales volume based upon a semi-annual review. Any publisher which is not in compliance wi~.h Baker 8, Tay~or’s purchasing requirements would be in this categor/. Materials in this category may be of any binding. These titles will receive no discount. An example within this category would be: Path~..to Recovery., [SBN: 091003q3i~. .1.Spokgn Word Audio_ (H) Primarily abridged materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles can be eif:her fiction or curren~ non-fiction. An example of a primarily abridged spoken word audio would be: The Broker by John Grisham, ISBN: 0739316443. tnstitutiona! Returns Po!icy (P,.evised 7uly "~ " The following guidelines are required to ensure prompt handling of your return. All product returns (excluding Book Leasing programs) require prior authorization from a Customer Service Representative. You may contact your appropriate representative via the toil-free number listed on your packing list. How to Obtain Return Authorization Please use the Return Authorization Form from your shipment’s packing list to make all returns. Contact your Customer Service Representative for re~urn authorization. All.claims must be made within 45 days from the date of invoice. When calling for return authorization, please have the following information available: A.Return Authorization Form B.Your account number and ATS# from the shipment’s packing list (located mid-page under the Return Autho0zation Form explanation) C.Reason for the claim/return D.Action being requested - t.Replacement of product 2.. Credit to your account; no replacement product necessary Your Customer Service Representative will assign your return an authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit. Products incorrectly shipped by Baker & Taylor may be returned with authorization within 45 days of the product’s date of invoice. Product(s) meeting the definition of Publisher defective may be returned with prior authorization within six months of the product’s date of invoice. Products purchased with value-added processing sen/ices which have been shipped as ordered are considered non-relurnable. DAMAGED SHIPMENTS: If you receive, a damaged carton(s) which resulted in damaged product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is visible at the time of delivery, bring it to the Carrier’s attention and hole it on the Bill of Lading. Then, contact your Baker & Taylor Customer Service Representative via the toll-free number listed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming Shortages. All claims must be made within 45 days from the product’s invoice date. Please ensure you have received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For information on making returns of damaged, defective, or incorrect products, please contact your local International Sales Office or our tnternalional Customer Service Department in Momence, Illinois (FAX: 815-472-9886). You may also refer to the website at http:li~vww.btol.com/international/return. returns should be sent to: Baker & Taylor Department R 251 Mt. Olive Church Road Commerce, GA 30599 Enhanced Se ices Program (book and spoken word audio materiaI) Baker & Taylor is pleased to provide a service that wi!l save your library time and money when procuring titles from small and hard to find publishers. By utilizing B&T’s vast publisher and title database, the library can purchase a wide varieb/ of low demand and small print run titles from associations and limited edition, prepayment, and non- returnable publishers. The ESP program builds on Baker & Taylor’s already outstanding publisher relations by: Expanding our vendor relations team responsible for the follow-up of all publisher orders, improving the speed of deliver,/of all titles to the library; Widening our publisher base to include hundreds of small non-commercial publishers formerly considered apply direct by the book industry; and ]]ncreasincl our reporting capabilities by providing order status reports for 100% of at! titles not yet published, and by supplying anticipated publication release dates for all oubof-stock items. Material where Baker & Taylor receives no discount from the publisher, or where prepayment is required by the publisher, or publishers whose titles have limited demand, and/or non-commercial publishers will be invoiced at list price. For Libraries concerned about purchasing these ~pes of titles, B&T’s Title Source for Windows can assist the librarian in researching a particular item’s categor! and format. These titles wi!l appear with a Y or Q in the discount code field. Additionally, you may contact your Customer Service representative or Znformation Services via phone, fax, or e-mail (b_tinfo@bto!.com) to inquire about these tit!es before placing an order. As a convenience to the library, B&T can exclude these titles from al! orders by adjusting the libran//s account profile setup. Please contact your Customer Service Representative for additional information. Baker & Tayior~ !nc.’s Terms and Cond’.,tions of Sale (DVD!~usic CD Product) Palo Alto (::it’/Library Discount from .~,]anu,.-’a~,ar~_r’s Current List Price DVD .....................................................................................27.0% ~sic CD ............................................................................. Games ...................................................................................5,0% Title~ receiving minimal supplier discount, or which are under supplier restriction, or titles produced by small, specialb/vendors will be invoiced at Manufacturer/s Suggested Retail Price. List prices are manufacturer’s suggested list prices, where available. In instances where no list price is supplied by the manufacturer,a list price will be assigned by Baker & Taylor. ;Overs t~-’k Re’Lu rns ¸I. 2.Dudng ~I, .~. and ~ .~ may ~d. from u~ up ~ a ~1 value so~ ~;~c~ 3% o~’/c~ ~a~. 3. ~.3% r~malldwa~ amen[ 4,Due ~ we: a~ unaS!~.t~ ~Ich~v~ 6..~y I. We. Nil w!~In ~ ~ ~ you r.c u~’~, d&~g~:in ~L Wesu~ ~t y~ :~taln ~ 6dgl~l-sh~p~ng ¢od~t~r and noS~~ (UPS,usPs,etq) ~pt o~-d~a~d -~no~.!~ ~d.i~ f~ ¯ ~~v~:~ a. m~c~e.d~e, all 6. .D~ man~.gd~ln~, Refu.sa}s ret~Inst~e dgHt to limit orcanceJ :all.~u~ s~pm~n~, remarry, must be requestad by yc~r ~lm~ m~t ~ shlpp~ ~epald ;~:~e:~Ign~ted k~Ib~ .audlo. c~~~~ ~’ num~ I~ In ~ ~J~ of numb~ are o~ly wli~::~r ~ ~ ~ f~J~ tO .r~[ .by ~r~.s~~-W~p- In ~; ~,~It~ re~l ~-~ -accept any p~d~ any ¯ ~ we ~n~ r~ ~ a ~ ~e a~ye ~ credlt O.ver~tdd¢ l~el~Jrl~ Def~.c~Jve Re~urr~ 1.You rr~st INflate a claim with the ~arrler f~¢ all ~ ~: 3~~ ~re~ ~i~ ~e ~ a 0~ ~ all ~low!ng ~~:~ ~ ~e:~ ~m ~.a ~e: s. ~.~ ~j~ ~n~ ~:r~f~ d~ MI~hlp Return~ i.In ~qe ca.s~ of multiple r=m~J~,. ~TE retains ~e,~ht ~ limit or, canc~ .all fd/~e sblpm~n~, t~-cceduras w/t/:l-~/p ~nsure:speed, v ¯ ~c~r~ bf te~med m erchazx~L~e. ACORD..CERTIFICATE OF LOCKTON COMPAN~E~ --.25 W. Menrce, Suite CHICAGO iL 80661 (312) 669-69C0 Baker & Tay~cr. Inc. °"See A~achmenl for .Ac;dilionel Named Insureds 2550 Wes~ T?vDla Rcad Suite 300 ~harlolle, NC 28217 ,C,,-.,~,,= =~XZ ¯-"~ ~ .~’,~ ~ ~ ~06"30/200T !06/30/2006 THIS CERTIFiCAT~ iS iSSUED AS A MA~E~ OF INFORMATION ONLY AND CONFERS NO RIGHTS UFON THE CERTIFICATE HOLDER. TH!S CERT]FiCAT~ DOES NOTAMEHD, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDIFIG COq~.RAL:r_ ~,~su~-sR ~ : Zuff.ch American insurance Cemoanv ~NSURSa S " F~dera[ Insurznce Com~anv ~NSU~ER C : !t’ISUAER 0 : INSURER E : THIS CERT!F~CATE OF INSURANCE DO~S NOT CONSTITUTE A CONTRACT BE~,VEEN THE ISSUING INSURER,S) AUTHORIZED R~P~ESENTATIVE OR PRODUCER AND THECER~FICAT~HOLDER. THE POLICieS OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOve FOR THE POUCY PERIOD INDICATED. NDT’¢¢ITHSTAND~NG ANY REQUIREMENT. TERM QRCONDITtQNQF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH T’HIS CERTIFICATE MAY BE ISSUED QR ,’dAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TQ ALL THE TERMS, EXCLUSIONS AND CQNOITIOHS OF SUCH PCL’,ClffS. AGGREGATE LIMITS SHOWN MR’.," HAVE BEEN REDUCED BY PAID CLAIMS. A-~: ! COMMERCIAL GENERAL LIABIUTY OLD 9378076-02 :[[]~ CL~,MS MADE ~ OCCpR GEN’LAGGREGA EL-~ A LESPER:F-1 POL,CY Cq F--I LOC ALL oWNED AUTOS ! SCHEDUL.~O AUTOS BAP 9378075-02 NOT APPLICABLE WORKERS COMPENSATION AND EMPLOYERS’ UABIUTY OTHER 79838538 POLICY eFFECTIVE DATE f M !,~2D Of Y’~ 06/30/2006 06/3012006 NOT APPLICABLE 06/30/2006 Lh’dlTS eACH OCCURRENCE I .~ FIRE DAMAGE IAnv one li~e} j .~ MEo exp (An,v or~e I~etson} j ~ PERSONAL & AOV INJURY ~ $ GENERAL AGGREGATE ! ; PRODUCTS - COMP/OP AGO $ POUCY E~PIRATIO NIOAT,---. f ,’d ,"&~ OiY ~q 06/30/2007 06/30/2007 06/30/2007 1.000.000 300.000 10,000 1.000,000 2.000,000 1.000.000 COMBINED SINGLE LIMITEa ac~e~,~]~1,000,000 BODILY INJURY AUTO ONLY: AGO I AGGREGATE XX)CX?CXX XXXXXXX XXXXKXX 5,000,000 5.000.000 XXX.~<XX XXXXXX.X ESCRIPTICN OF OPERATION&/’LOCA~ONS;’YEHICLESfE×CLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS l I:E.RTIFICATE HOLDER ! ADDI~ONAL INSURED: II~ SURER LETTER:CA N C E LLATIO N[~U~ .-03] SHOUL0 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TaHE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL__30 DAYS WRITTEN NOT1CETO ~rlE CERTIFICATE HOLDER NAMED TO TI-IE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGA~ON OR LIABILITY OP ANY KIND UPON THE INSURER. ITS AGENTS OR RePRESeNTATIVES. AUTHORIZED R F.J~RES ENTATIVE / [CORD 25-S (7197) ~o. ,~.-.o= .~..~.9 ,,,~. ~.,-,ta .......,..~., ....~ ,.,.,~ ,. ,,,..~,,-~,,,- ...-..,o..,.<, ....,~ ,~,.,=~. ,~. =..., =,~. "e..,cr.~ov.e ACORO CORPORATION 1988 Certification of Nondiscrimination As suppliers of goods or seP,,ices to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because oi: race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height o[ such person; that they are in compliance with a!l Federal, State and local directives and executive orders regarding nondiscrimination in employment. 4. If Proposer is INDIVIDUAL, sign here: Date: Proposer’s Signature Proposcr’s typed name and title If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Date: Date: Member of the Partnership or Joint Venture signalure Member of the Partnership or Joint Venture signature 6.If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: Director-Pricing Services an d Senior Pricing Analyst Title Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on o~o~o ~9 behalf of the below named r’-(hmm,-~,R ~-r~r-,~’,..~,, ,, ,..,, .,-,, ,....-., ane that ~, ~ey are authorized Io execute same [or and on o~n=~ of said Corporation Name (type or print) By:._< ....,~ z .,~..._.:.~. ~,~-~.~,~C/L,2.._~.~.. Lee Ann Queen / Please see Tab 10, Exhibit ~:i, for AuthorJb! Date: 3une 1, 2007 Title: Director - Pricinq Services 1Title:) Senior Pricing Ana!yst Date: o5o~Io 20 EXHIBIT E -- City. P~ICES: The ~dce ~h~ch Selle~ cha~ges in ~ii~ing m~s ~.0. shell ng~ be h~ghe~ ~hen P.O. Cily shall receive the benefi[ of any general reduction in the price ot any item(s) coveted by ;his (10) days no~ce in writing to Seller. INSPECTION: Chy ahall have the right ~o inspec~ and approve or reject any materials, Ac: of 1S70 la~ amendedl: OOVERNINO LAW: lh~ ~+0, ~1! he gow~m~ ~V th~ I~wl of t~ Stilt of O~lifomil, FORCE MAJEURE; City may delay de!ivery or acceptance occasioned by Causes beyond its AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever ~t execu{es th~s P.O. AGREEmeNT BETWEEN THE CITY OF PALO .ALTO AND BAKER & TAYLOR, INC. FOR PROEESSIONAL SERVICES PROVISION OF LIBRARY CONTINUATION SERVICES This AGREEMENT is entered into September 17, 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and Baker & Taylor inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvo!a road, Suite 300, Charlotte, NC 28217 (PH) 800- 775-7930 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure Library Continuation Services for its various CITY Libraries and desires to engage a consultant to provide these services for the libraries, referred to as ("Services"). B. CONSULTANT has represented that it and any subconsultants have the necessary professional expertise, qualifications, and capability, and al! required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", Scope of Services, attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms,and conditions,this Agreement,the parties agree: AGREEMENT SECTION I. SCOPE OF SERVICES. CONSULTANT shall provide the Continuation Services, as listed in Exhibit B, and perform the Services described in Exhibit "’A", Scope of Services, in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of C!TY. SECTION 2. TERM. The term of this Agreement shall be from the date of its ful! execution to September 30, 2008, unless terminated earlier _- ....~!mursu=n~ to Section 20 of ~ s Agreement. CITY has the option to renew for up to two additiona! one year periods. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shal! complete the Services within the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be co~menced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction com~municated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shal! not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for provision of the materials ordered, as listed in Exhibit B, and for the performance of the Services described in Exhibit "A", including both payment for materials and services, including shipping and freight, shal! not exceed fifty thousand Dollars ($50,000) in the first year of this Agreement. The applicable Costs for Continuation Services and related services are set out in Exhibit "B", entitled "COSTS," which is attached to and made a part of this Agreement. If the CITY exercises its option to renew for additional years, the compensation to be paid CONSULTANT, shall not exceed fifty thousand dollars ($50,000.00) per year for Year 2 and/or Year 3. SECTION 5. INVOICES. in order to request pa2~ent, CONSULTANT shal! submit invoices to the CITY describing the materials purchased and the services performed and the applicable charges. CONSULTANT shal! be paid for materials received by CITY. CITY’s pa~!ment terms are net 30 days upon receipt o{ goods ’]~h= {~ ?~-+: ~ in__. ........o ....=~2o .....CONSULTANT’ s pa~.ent requests shall be suo3ect to veri~:c=~2on by ~T~v SECTION 6. QUALIFICATIONS/ST.~N~A~RD OF CA~. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personne! necessary to perform the Services required by this Agreement and that the personne! have sufficientskil! and experience to perform the Services assigned to them. CONSULTANT represents that it, its emp!oyees and subconsu!tants have and shal! maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. Al! of the services to be furnished by CONSULTANT under this agreement shal! meet the professiona! standard and quality, that prevai! among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with al! federa!, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report i~mediately to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a comp!eted project that conforms to al! applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and al! errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. SECTION 9. INDEPENDENT CONTRACTOR. it is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shal! act as and be an independent contractor and not an agent or employee of the CITY. The manner and means of conducting the Services are the responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT wil! be responsible for emp!oying or engaging all persons necessary to perform the Services. Al! contractors and emp!oyees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction ~dcomrol. CONSULTANT shMtberesponsible ~r~eirper~rmance. SECTION I0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are materia! considerations for this Agreement. CONSULTANT shal! not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment wil! not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION ii. SUBCONTRACTING. CONSULTANT shal! not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12. PROJECT MANAGEMENT.CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personne! wil! be subject to the prior written approval of the CITY’s project manager CuN~u~T~_N_., a: C s reGuest, sna i 7 DYomo:~ y remove merson;~e: who :_~ finds do not perform ~= Services ~ n an acceptable m~=r are umcoome<ative, or mresent a threat to the=G~=ue-~=~’-= or timely completion of the ~°-~oject. or a threat to the safety o{ persons or property. The city manager will represent CITY for all purposes under this Agreement. Mary Minto is designated as the project manager for the CITY. The project manager wil! be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CiTY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CiTY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS. Al! drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the city manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for ~~~Ln:ee (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. !ND~MNITY. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "indemnified Party") from and against any and al! demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or no~_~e~o~=,=~ m~ CONSULTANT, its officers, emo!oyees, age__~s or contractors unCer this Agreement, regardless of whether or not it is caused in part by an indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shal! not operate as a waiver of the right of indemnification. The provisions of this Section 16 shal! survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, wil! not be deemed to be a waiver of any other term~ covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term,covenant,condition,provision, ordinance or law. SECTION 18. INSURANCE. 18.1.CONSULTANT, at its sole cost and expense, shal! obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming the City of Palo Alto as an additiona! insured under any genera! liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall be provided through carriers with Best’s Key Rating Guide ratings of A-:VII or higher which are admitted to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identica! insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approva! of CITY’s Risk Manager and wil! contain an endorsement stating that the insurance is primary coverage and wi!! not be canceled, or materially reduced in coverage or limits, by the insurer excent after ~l~ng with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.The procuring of such required policy or policies of insurance wil! not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT wil! be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or !oss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION. CONSULTANT, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. SECTION 20. SERVICES. TEPd4INATION OR SUSPENSION OF AGREEMENT OR 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (i0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT wil! im~mediate!y discontinue its performance of the Services. 20.2.CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten (!0) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 20.3.Upon such suspension or termination, CONSULTANT shal! deliver to the City Manager im~.edia<ely any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid_ for the S=r~_v~c~ ~ ^- rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., !0 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY wil! be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of d!_ec~ and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of ~is/ne_ discretion 20.5. No payment, partial pa!1~Lent, acceptance, or partia! acceptance by CITY wil! operate as a waiver on the part of CITY of any of~s’~ rights under ~h±s: Agreement. SECTION 21. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as fol!ows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Pa!o Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 22. CONFLICT OF INTEREST 22.1.In accepting this Agreement, CONSULTANT covenants unau it presently has no interest, and wi~l not acquire any interest, direct or indirect, financia! or otherwise, wnzcn ~ou,_c conflict in any manner or degree with the performance of the Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it will not emp!oy subconsultants,contractors or persons having such an interest. CONSULTANT certifies that no person who has or wil! have any financia! interest under this Agreement is an officer or employee of CITY; this provision wil! be interpreted in accordance with the applicable provisions of the Pa!o Alto Municipa! Code and the Government Code of the State of California. 22.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Politica! Practices Commission, CONSULTANT shal! be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Politica! Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shal! not discriminate in the emp!oyment of any person because of the race, skin co!or, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marita! status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Chapter 2.28 of the Palo Alto Municipa! Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.28 pertaining to nondiscrimination in emp!oyment, including completing the form furnished by CITY and set forth in Exhibit "D" SECTION 24.MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3.The mrevai!ing party in any action brought to enforce the mrovisions of this Agreement may _~cov=~ its reasonable costs and attorneys’ :--:~s expended in connection with that action. _. u~!e ire and24.a This document represents ~ ent’ inteGrated~ agreement between the _parties and supersedes_ =zl-~ ~riOr_ __ _ ne~oE!a~Aons,~ ~ep~se~_~aE_ons, and contracts, either written or ora!. This@ocume._~~ " n~ may be amend=d ..... only by a written instrument, which is signed by the parties. 24.5.The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, a6ministrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amen6ment thereto is void or unenforceable, the unaffected mrovisions of this Agreement and any amendments thereto will remain in ful! force and effect. 24.7.All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and wil! be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo A!to Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fisca! year in the event that funds are not appropriated for the fol!owing~’sca! year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fisca! year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have by their duly authorized represe_~a~ves executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Purchasing Manager Insurance Review BAKER & TAYLOR, INC. By: Name: Taxpayer identification (Compliance with Corp. Code § 313 is re.~ired if the entity on whose behalf this contract is signed is a corporation. in the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective c~pacities is acceptable) Attachments : EXHIBIT "A" : EXHIBIT EXHIBIT "C" : EXHIBIT "D" : EXHIBIT SCOPE OF WORK COST SKEETS-TEP~MS OF SALE INSUTLANCE NONDISCRIMINATION COMPLIg~NCE TE_~.S ~ibqD CONDITIONS SCOPE O .SERVICES Baker & Tak:/or9 Custom,~ed Llbra,~! Se~Wces (CLS) division has been providing custom.ized cata/og/hg and processing to libraries since 1989. S, bould t, be PACL opt for system and shellf ready material, CfS has the experience and t,%e expe~ge to exceed the tibra~9 expectations, Standard Services Your orders are important to us, and we strive to produce accurate shipmenLs with qualib/cataloging and processing services. Following is a brief description of our product receipt and order fulfillment workflow. Inventor’,, I Order Fulfillment As titles are received in our service center, they are "scanned in" by barcode or UPC numbe~. This creates a unique identifier for each title. This identifier will always be associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is physically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Multiole Checkpoints Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processinq Services Any orders requiring processing services are circulated through our Processing Department. Here, the order is checked against processing specification sheets. These sheets detait the cataloging /processing requested for the titles ordered on an account, as well as any special instructions associated wi~h the order. Processing sheets are developed only aP~er the appropriate Librar’! contact has reviewed and approved the specification for the account. Packing / ShiDpinq After titles have been properly processed to specifications, they move fo~,ard to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. The destination address of the boxed order is now verified against our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and individual carton weight. Each ca~ton in a shipment is numbered, and the final carton also indicates total carton count (e.g. 1,2,3, and 4 of 4). Customized Library Ser3/ices Our Project Team Baker &. Taylor will work with the PACL library and its staff to develop and determine the required service specifications at no additional cost. Our project management approach is described below. Baker & Taylor’s Customized Librar7 Services utilizes a team approach to working with libraries to help manage projects in the areas of Co!lection Development, Ongoing Cataloging and Processing, and Opening Day Collections. The core of this team approach is our project management philosophy. Our project managers and support staff wil! work with the library to insure that all requiremenLs are documen~.ed and unders~.ood, necessary rescurces are available, a~qd that a proper f..-amework for communication is in place. All CLS project teams consist of the librar’! staff, and a minimum of a proje~ manager, an autcmation specialist/cataiooing!processino manager, and an account ccordinator. Coile~ion development managers are ir, duded on an as needed basis. Team m=mu,.rs are responsible for managing their assigned resources to complete the project,. In turn, each team member wcrks closely with the project manager to ensure compliance to oil requirements. As a current customer, .PACL has an established CLS Project Team as outlined below. Upon award, CLS will work with the library to review your account structure, cataloging profiles, and processing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS Regional sales manager, to determine what steps the CLS project team needs to take. Pat Bishop Scott Crawford Anthony Halstead Penny (3inn Asst. CLS Project Manager CLS Director of Sales Sales Consultant Cataloging Manager Our Service Customized Library Services’ custom cataloging is BAKER &TAYLOR’S premier sere/ice. CLS has performed on-line cataloging, editing and maintenance for Libraries since 19819. Our preferred method is to access the Library’s ]:LS using the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TLC) to create a state of the art (~ataloging methodology that leverages Z39.50 protocol for accessing the library’s database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the most current version of the library’s cataloging records without the overhead of being directly online. Records obtained from the Library’s database are saved to a librar’/specific work file located in our secure cataloging utility’. The records in the work file are used in the creation of spine labels and as a vehicle for providing item-linking information. CLS has created a unique workfiow in support of the customized services we provide for our customers. This workflow follows a very specific sequenc.e: the front audit area, the cataloging department, the processing department, and the back audit area. The CLS department has over 200 trained professionals staffed to handle the library’s customized requirements. These staff members are dedicated to meeting the libra~’s requirements and exceeding your expectations. Our commitme.nt to excellence and doing the job right the first time is unmatched in our industry. Front Audit Once materials reach the CLS department, the front audit team reviews the processing instructions gathered at the site visit for the librar’/’s accounts. These instructions include the location of the processing components and the rules governing acceptable material and formats. The front auditors check all materials for publisher defects or damaged books. This is the first step in our quality process. The front auditors apply customer-supplied barcodes and any labels required under the book jacket. CataloGing The next step in the CLS process is the cataloging department, in the cataloging department, the cataloger reviews the cataloging instructions gathered at the site visit. The cataloger uses the CLS cataloging utility to search the library’s database as described in the CLS methodology, 2 and performs the required level of cataloging service. When the crder is completed, the CLS cata!oger prints the spine and bibliographic label, The cataloger’s wcrk is reviewed by the Senior ......" ....~.a,,~,~%~r to ensure that all libra,/specificaticns are rc b!ajor Features of the CLS Preferred Cataloging Methodo!og;l (Z39.50): Only authorized CLS cata!ogers have access to the librarT’s database and work file. The cataloger will process mater!a! first by searching for a matching reccrd in the libran/’s database and work file simultaneously. A successful search occurs when our cataloger matches the data elements found in the appropriate record tags with product in hand. CLS considers the title, author, imprint/publisher, edition and date of publication when matching a record to product in hand. During the CLS site visit, the project team wit! document the appropriate a~ributes for matching records. When a matching record is found, the appropriate item tag is keyed and the record is saved-to the library’s work file. ]:f a record is not found in the library’s database or work file, the CLS Bibliographic Database is searched, followed by LC MARC and the resource databases of TLC. The CLS Bibliographic Database contains all C]:P records upgraded to full MARC standards by CLS catalogers, as welt as new records created by CLS original catalogers. If the record is not found in the above resources, the Library may also choose to have CLS search.OCLC on their ~ehalf for records not found in the library’s catalog. Once a record is located in OCLC it is saved to the Library’s work file and the record is updated to the Library’s specifications. The option of utilizing OCLC will also help to minimize the Library’s need for original cataloging. Please note that the process of using OCLC is available upon CLS’ receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library’s behalf. There are no additional charges from CLS for this service. However, it should be noted that a!l corresponding OCLC charges will be the responsibility of the Library. On a weekly basis, an electronic file is sent to OCLC to update the librar’f’s holdings for all contributed records. When a full matching record is found in one of the resource databases, it is upgraded to meet the librar’i’s specifications and the appropriate item tag is keyed. The record is then saved to the library’s work file. ]:f the matching record ~ound is not a full level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographi.c Database. The record is then fu~her edited to meet the library’s specifications and the appropriate item record is keyed. The record is then saved to the librar-~’s work file. The exception to a full level record would be that some AV pre-pub records are not upgraded to full MARC standards. However, these records are upgradeable to the Library’s local standards. ]:f a matching record cannot be found in the multi-database search string, the product in hand is for~*,,arded to an original cataloger in the CLS department. Our original catalogers will create a record according to ~.RC2 rules. LC authority files are used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, iris saved in the CLS Bibliographic Database. The product is returned to the cataloger and the process continues. Once in the library’s work file, the record will be edited to meet the library’s specification and appropriate item tag is keyed. The sample records enclosed Tab ~0, Exhibit K represent the minimum level of cataloging for AV materials. Eve~w. title sent to the library wil! have a ful! N.~RC =r~ ~ --’r~_,.r,~ ’,*;~th the appropriate i:em ta~. ~ ne records w.~l either be new additions to the ,~r~"’ - ’~ catalog: edited andmoc~,cc~:~ to ~ the !ibrary’s standards, or existing records from the library’s cata!cg. When the cataloger has completed the order, spine and bibliographic labels as required by the ibrapv are prin~ ....... Ca~l’ number and bi~tic.craphic~ information is =~,~ct=d ...... dire~ly from the bIARC record to ensure accuracy. A~er the labels are printed, a fi!e of F!ARC records corresponding to the titles in the order is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FTP se~,,er for the librap/to retrieve and load. The records are maintained on the Library’s work file for historical reference. Processino The processing department completes the physical processing of each item. The processors review the processing instructions gathered at the site visit. Following these instructions, the processor attaches the spine label and any special labels required by the library. After the application of all physical components, the library’s materials move to the jacket selection area. Experienced technicians size the books so the appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully processed, it is ready for the final and most important stage in our CLS process, back audit. Back Audit The back audit team is the final step in ensuring the material we ship to the library is of the highest quality and is in compliance with the library’s profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instru~ions gathered at the site visit. Once the library’s material passes this stage, the order is ready to be staged for delivery to the library. 4 Baker & Taylor is pleased to offer to Polo Aito Ci:..-./Libra..-,., discoun~_s from the current publisher’s list price. The discounts e.,~.:~,_=u hv~, Bake...-~c ~ a,i~or a~e oscounts f:om the curren~ p~’.b~sne~_ ’" ’ -’s ’,=,.-~ pr~=,~,_~ ,~c,,.,=., ......~ ., publishe:’s list price is sutjec: to cnanoe ,.vithou~ nc~ice. Your discount ,,,4!! be ap~l~ed ~o ~he publisher’s !ist price at the time cf shipmenL Additionally, ;i,,:ase find enclosed a brief description of ~aker & T~zylcr’s cetegor’! b:ipes and their definitions (’ExhJbi,*A.-~]]This ,M!I clari~y to the Librar;/ the criteria used to classif:,’ a pa,licu~a¢ binding catego% "Baker & Taylcr’s Enhanced Services Program" (Exhibit C) describes in detail a valuable se.~/ice that will save time and money w’hen procuring titles from small and hard to F.,nd publishers. By utilizing B&T’s vast publisher and t:itle database, the Librap! can purchase a wide varieb/ c.~ low demand and small print run [ides from associations and limited edition, prepayment, and ncmreturnable publishers. These tit!as will be invoiced at list pri~e. This agreement: affords the provision of books based upon stated discounts from the current, publisher’s . list price. The discounts vary based on the classification of books into general categories, some of which are determined by general marketing criteria. Baker & Taylor has utilized its best efforts to categorize titles for pricing purposes by considering the binding, cost of acquisition, general marketing categories, publisher’s discount, customer demand, returnabili~y to publishers, preferred stock s(atus, and other factors. Baker & Taylor rose.was the sole right to be the final determinant of the pricing category. Please be advised that Baker & Taylor provides a detailed invoice that identifies .~he publisher’s current suggested list price, the discount offered, and the exact price charged for each title ordered. The discounts outlined within this proposal will be applied to the publisher’s current list price at the time of shipment. Please note that ~he publisher’s list price is subject to change without notice. ]:n addition, please note that for some college textbook publishers where no publisher list price is assigned by the publisher, Baker & Taylor will assign a list price for these titles. B&T will also assign a US dollar list price fo~ imported titles, in such instances, the applicable list price is based upon a standardized formula. The exceptions to the discounts quoted would be those books considered as proprietary media or falling under Baker & Taylor special programs. DEP1CO Turtleback, Replica Book Services, and BT Bound titles are also excluded from quoted discounts. DEbtCO Tu¢leback editions and PawPrints editions will be invoiced at Baker & Taylor’s net adve,,~ised catalog price. Replica Books will receive a 5.0% discount and BT Bound titles will receive the discount noted on Exhibit A, from adve~ised list price..~mported foreign language titles noted as non-returnable will be billed at our advertised list price. Fu~her information and pricing regarding such services are available upon r.equest. The Library is a subscriber to our Title Source 3 bibliographic database product. Please use your existing id in conjunction w/th t,~e discount information listed [n Exhibit A to assist in t~e e valuation of our proposal Adu~tTrar% ’ "’~’*, -’Editions ’" ’~:r ’,’4 th <ubfec[ .....oroad mass a~oeal... These titles are t/pica’:l,/released ~n ~,=,~-.4=_=,.x ....and can be e~tner ~cEi,cn or curren~ nom{<[,3c,, o., ~_.=-F -~;r._. promo[~ona!!me¢~a expenditures and orint r;~ns are cusccrnar:,,i bcher ~cr ~hese tit~es ~han for mos~ c:~e~S. !nven~ori ~cr [base .:~.=~ ’.s maintained wi~h creferred stock s:a~us (regularli s[oc:<Eo in ~--= " 2~c{<er by 3chn Gnsham, ISSN: 03855104~4. 5uvenile Trade Hardcover Hditions High demand, juveniie materiab from widely distributed publishers designed far the general consumer, usually dealing with a subjec: matter having broad mass appeal. These tides ar~ t!p;calk/ released in hardback and can be eiLhe~/~ct~on or curren~ non-riot{on. Publisher promotional/media expendiLures and print runs are customarily higher for ~hese maintained with pro/erred stock status ~h[ in the A~c by She~ S;Ivers~ein, IS$N: 0060256737. Adult Quality Paperback Editions (B, C) High demand paperback materials from widely distributed publishers, other than the standard rack si~e paperback, b/pical!y found in bookstores and other retail outlets. Inventory for these tides is maintained with preferred stock status (regularly stccked in three to four major warehouses). An example of a qualib/ paperback would be: Bridoet ]ones’s Diet’./by Heien Fie!ding, 3uvenile Ouality Paperback Editions (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, Wpically found in bookstores and other retail outlets. Inventory for these Lilies is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a qualib/paperback would be: Char!o~e’s Web by E.8. White, [SBN: 0064400557. ~-lass Market Paperback Editions (P) A standard rack.L~<~ paperback typically found in bookstores or other retail oudets. An example of a mass market paperback would be: Th__.~e Girl Who Loved Tom Gordoq by Stephen King, ISBN: 067i0~2858. Sinq!e-Edition Reinforced (K) A high quality binding designed to provide a long shelf life in a heavy use environment. Although the binding is fanned and glued it may not be sewn, which is typically found in the publisher library’ edition. Subject content can include both fictional and non-fiction works appealing to juveniles as well as adults. These bindings are identified by the publisher to Baker & Taylor. An example of a single edition reinforced binding would be: Watch Out! Bin B~#thers Cominq by Jev Alborough, [SBN: Publisher Library Editions (Z) F!cLion as well as non-fiction maLeria!s appealing to both juveniles and adults, designed with the rugged durabili~’f required of the environment hiP!tally found in a library se~ing. Publisher Library Editions are traditionally of the highest qualib/, usually fanned, sewn and glued to provide the greatest possible shaft life of any binding. These bindings are identified by the publisher to Baker &Taylor. An example cfa publisher library edition would be: [f You Give A Pie APancakebyLauraJoffeNumeroff, ISBN: 0060166872. L,’ni,,’~rSi~ Press Trade E~itions (A)(may include some spoken word audio material~) This ca[egor,/wculd include any University Press Trade Editions, both adult and juvenile, and are subject to publisher reclassification. An example of a unwarsib/ press trade edition would be: The A~ of Teachinq by Oxford University Press, [SON: 0[9~].69697. _-Te)ctr Technical, Referen_q~: Small Prgssr and Titles of Limited Demand .{5: 6, 8, L~ Mr N Sr T~ V~...X] Category of materials includes, bqt is not limited to, text, technical, reference, professional medical, smell press, and some universit./ press titles (excluding Universiq/Press Trade Edkions). [t includes titles purchased from publishers on a non-returnable basis, those publishers that extend little discount to Baker & Taylor, and publishers whose titles have limited sales volume based upon a semi-annual review. [t includes individual titles which do not quali¢’/for preferred stock status (based upon a qua,~erly review) and individual titles which quaW:’/ for preferred stock status, but have limited demand (calculated over a rolling 1Z month period). Additionally, any publisher which is not in compliance with some of Baker & Tay!or’s purchasing requirements could be in this category. Materials in this categoni are both adult and juvenile and may be of any binding. Examples within this category wou~d be: The Merck ~ndex, [SBN: Strateoies That W0[k, ISBN: 157~ 103104 and 8eaub/and the East ISBN: 1566563879 ¸XT. !mpoSed Enqlish and Non-Enollsh tanquaqe Editions (F~K,I:3) Titles produced and distributed ouLside of the domestic US. These titles may be of any binding b/pe and represent various Publishers. Baker & Taylor will assign a US dollar list price for these editions based upon a standardized formula. Enhanced Semzice Proqram Titles (O~ Y) This category includes materials where Baker & Taylor receives no discount frcm the publisher, or prepayment is required by the publisher, or publishers which have restrictions on returns, or books of small or non-commerdal pub!ishers with limited so!as volume based upon a semi-annual review. Any publisher which is not in compliance with Baker & Taylor’s purchasing requirementS would be in this catago% f.laterials in th{s category may be o~ any binding. These titles ,,4iI receive no discount. An example within this categor’i would be: Paths [o P, ecove,~/, ol.Sooken Word Audiq (H) Primarily, abridged materials designed for the general consumer, usually dealing with a subject ma~ter having broad mass appeal. These tit!as can be either tqction or current non-fiction. An example of a primarily abridged spoken word audio would be: The Broker by )ohn Grisham, [SBN: 0739316443. Institutional ~’ ",~<e:urns Po!icy The to!lowing guidelines are required to ensure prompt handling of your return. All product returns (excluding Book Leasing programs) require prior authorization from a Customer Ser-vice Represenlative. You may contact your appropriate representative via the toil-free number listed on your packing list. How to Obtain Return Authorization Please use the Return Authorization Form from your shipment’s packing "~’ to,l~ make a!l returns. Contact your Customer Service Representative for return authorization. Aft claims must be made within 45 days from the date of invoice. When calling for return authorization, please have the following informalion available: A.Return Aulhorization Form B.Your account number and ATS# from the shipmenI’s packing list (located mid-page under the Return AuthoEization Form explanation) C.Reason for [he claim/return D.Action being requested - 1.Replacement of product 2.Credit to your account; no replacement product necessary Your Customer Service Representative will assign your return an authorization number (RTA#). To expedite the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit. Products incorrectly shipped by Baker & Taylor may be returned with authorization within 45 days of the product’s date of invoice. Product(s) meeting the definition of Publisher defective may be returned with prior authorization within six months of the product’s date of invoice. Products purchased with value-added processing services which have been shipped as ordered are considered non-returnable. DAMAGED SHIPMENTS: If you receive, a damaged carton(s) which resulted in damaged product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is visible a[ the time of delivery, bring it to the Carrier’s attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Customer Service Representative via the toll-free number lis~ed on the packing list. CLAIMING SHORTAGES: Please check your packing list or invoice before claiming Sho~ages. All claims must be made within 45 days from the product’s invoice date. Please ensure you have received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor. INTERNATIONAL CUSTOMERS ONLY: For informaiion on making returns of damaged, defective, or incorrect products, please contact your local Inlernaiional Sales Office or cur International Customer Service Department in Momence, Illinois (FAX: 815-472-9886). You may also refer to the website at h~.tp ://’~vw.bloi.com/interna[ion el/return. All returns should be sent to: Baker & Taylor Department R 251 Mt. Olive Church Road Commerce, GA 30599 I nh nc d Sewices Proqr m (boor and spoken word audio ma~eria!) Baker & Taylor is pleased to provide a _enz,c~ that will save your librar/ ~: ~ and money when procuring titles from small and hard to find pub!ishers. By utilizing B&T’s vast publisher and title database, the library can purchase a wide variety of low demand and small print run titles from associations and limited edition, prepayment, and non- returnable publishers. The ESP program builds on Baker & TaylOr’s already outstandiAg publisher relations by: Expanding our vendor relations team responsible for the follow-up of all publisher orders, improving the speed of deliver-/of all titles to the library; Widening our publisher base to include hundreds of small non-commercial publishers formerly considered apply direct by the book industp/; and Increasino our reporting capabilities by providing order status repor~ for 100% of all titles not yet published, and by supplying anticipated publication release dates for all out-of-stock items. Material where Baker & Taylor receives no discount from the publisher, or where prepayment is required by the publisher, or publishers whose titles have limited demand, and/or non-commercial publishers will be invoiced at list price. For Libraries concerned about purchasing these b/pes of titles, B&T’s Title Source for Windows can assist the librarian in researching a particular item’s categop/ and format. These titles will appear with a Y or q in the discount code field. Additionally, you may conta~ your Customer Service representative or Information Sen, ices via phone, fax, or e-mail (btinfo@btol.com) to inquire about these titles before placing an order. As a convenience [o the library, B&T can exclude these titles from all orders by adjusting the library’s account profile setup. Please contact your Customer Se~ice Representative for additional information. Definition II. IV. Baker & Toy!or, Znc.’s Terms and Conditions of Sale (Continuation Set.Aces) Polo Alto CiW Librar,~ Price Indicator 0 (zero) (Hardcover Trade Editions) C (Hardcover Computer Books) (Paperback Trade Editions) (Paperback Computer Books) Definition Adult Trade Hardcover Editions i(Popular Fi~ion & Non-Fib!on) Juvenile Trade Hardcover Editions (Popular Fiction & Ncn-Fi~ion) Adult Qualib! Paperback Editions (Popular Fiction & Non-Fi~ion) 3uvenile Quality Paperback Editions (Popular Fiction & Non-Fiction)G V,P Mass Market Paperback Editions Sinele Edition Reinforced (]uvenile)VI. VII: VIII. IX. R Z A S/X/N (Text, Technical, or Reference Editions) L (Hardcover Editions from Small, Specialty Publishers or Titles of Limited Demand)** M (Paperback Editions from Small, Specialty Publishers or Titles of Limited Demand)~* V/q" (Returnable Specialty Textbooks) F/K/l/3 Y!Q H XI. XII. Special Program Publisher’s Library Edition (]uvenile) University Press Trade Editions Text, Technical, Reference, Small Press, and Titles of Limited Demand (May be of any binding and includes non- trade Universib/Press titles and some spoken word audio) Imported English and Non-English Language Editions Enhanced Service Program*~ Spoken Word Audio (primarily abridged) DEMCO Turtleback Editions BT Bound Editions " Discount Sliding Scale ! Sliding Scale 1 Sliding Scale 2 Sliding Scale 2 Sliding Scale 2 11.1% 11,1% 11.1% S= 1!.1% X = 1!.! % N = 7.0% L = Sliding Scale M = Sliding Scale V=0.0% T=0.0% 5=7.0 % 6 = ii.i % 8 =ii.i % F=0.0% K = ii.i % 1=0.0% 3=7.0% Q=7.0% Y=O,0%* nia D=0.0% E=0.0% Sliding Scale I Sliding Scale 2 1-3 copies!title 44.5 %1-3 copies/title 43.2 % 4+ copies/title 45.0 %~+ copies/title 43.7 % Tit es where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher orpubli.shers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price. Represents publishers with limited sales volume, based.uppn a.semi-ann,u, al r~v:~evv an.d indiyid,,ual.t.itles which qualifl/for preferred s~ock status, but have m ted demand (ca~culateo over a rouing zz montn penoo2. ;~so r.epresenE.sindividual titles which do not qualify for preferred stock status, based upon quarterly review. I hose titles may De orany binding type or publisher of origin. Replica books will be invoiced at 5.0 % off of B&T advertised list price. PawPrints editions will be invoiced at advertised list pri~:e. "Special Program" titles will be discounted as shown, discount will be applied to the B&T advertised list price. Please note that for some college te~book publishers where no publisher list price is assigned by the publisher, Baker & Taylor will assign a list price for these titles. [n such instances, the applicable list price is based upon a standardized formula. Also, B&T will assign a US dollar list price for imported titles.The discounts outlined within this proposal are applied to the publisher’s current list price at the time of shipment. Please note that the publisher’s list price is subject to change without notice. Note: Price Indicator is subject to change based upon changes in relationships with publishers. BAKE TAYL© I .... I STANDING-ORDER CANCELLATION AND RETURN POLICY ~rfecti~,e 01104) Bake:" ~t Taylor" Condiiuation Services is a custon’,ized standing-order progran~ designed for pMb{£c, acad~m£c ~[~d school libral’ies. ~ustome~-s o~ay sign up for series on a standing-order basis, and will autonlaticaliy receive eve~’y publication as they become available from publishers. Due 1o the nature of this program, CANCELLATION POLICY The customer must notify Continuation Services (800) T75-3600 at least 30 DAYS PRIOR TO PUBLICATION DATE to request the cancellation of a dde or the deletion of a series from their profT]e. To keel) customers informed of Otelr backordered titles, Continuatlon Services shipmentS inclLide a Backorder Status Report. This report lists titles, which toter can expect to receive within the next [hre6 mol~hs. ~OT~; Backorder ~[atus ~epol’~ should be reviewed immediatelZ upon ~eceipt ofshlpment. ~Iso, s~&nditl8 order pro£les and backordet’ed titles via ht[pl//co~npass.btol.com. RETURN POLICY The followin~ ~uidelines are required to ensure prompt hand]in~ of your return. All Continuation Services product returns require authorization from your Continuation Services . Customer Account Representative in Brid~ewaten New Jer$eZ (800)- 775-3600. ~OW TO O£TAIN RETURN AUTEO£[ZAT[ON Please use die Return Authon:zation Form from your shipment’s packing list to make all re~urns. Contact your Continuation Services Customer Account Representative at (~00) 775-3600 lot return authorization. A!l claims for damages and shortages must be made within 45 days £*om d~e date of invoice. B. Your Continuation Services "C" account number, invoice and/or ATS# from the shipment’s packing list D. Action being requested: a. ~eplacemerlt Of product b. C~edi~ to your accoun~ no replacement product necessBcy ~.~’our Customer Account ~epresen[ative will assign youz- return an authorization nuntber (RTA#). To expedite the proems, l)lease clanfly mark the ATA ~umber on the ~eturn Authorizadon ~o~’~n and on ~he outside of the carton in ~he upper riBht co:ner of the shipping Mbel. Ship £eturns [o: ~aker & Taylor Books Attar Department - R, Con~i~et’ce Service Center, 25 [ ~[t. Olive Church Rd, Commerce, CA 30599-l I00 3. ~’[nke your return via an insured and traceable c~rrier; Baker & Taylor is [~ot liable for returns lost [n transit. DAMAGED SHIPMENTS eceive a d ..... ged carton(s), which re~ul~eO tn~ damageO producer(s), pl .... hold the product(s) and .... th ..... ton for ~arrier inspection- If the d ..... ge is visible at the time of delivery, bring it to the ~arrier’s attention and note it on the Bill of Lading. Then, contact your Baker & Taylor Continuation ~e~ices Custon~e~" Account Representative via the toll-free number listed above. CLAIMING SHORTAGES Please check your packing list or invoice before claiming shortage. All shod’tape claims must be tnade within 45 days from the ~coduct’x invoice da~e. Please e--’,~’e you have received all cartons of a shipment prior to signing for" receipt fronl the Carrier. Cartons you have signed for as received from the ca,-rler a~’e not d}le as shortages fcon~ ~aker & Taylor. Continuation ~rvlces "II20 U~ Rout~ 22 East" l’qJ. 8oo-77s-56oo. Fax ?08-5q.1-7867 ~ttp://compassi~tot.com LOCKTCN CCI’~t?ANI~S 525 W. }donrce, Suile 800 CHICAGO IL 8C65; (312) 6~9-69C0 LIAS!t S NoU~I nd/m3,?OO6 THIS CERTiFiCATE IS iSSUED AS A MA~£ OF INFORMATION ONLY AND CQNF2R8 NQ RIGHTS UFCN TH8 CERTIFICATE .HOLDER. TH~S CERTIFICATE DOES NQT AMEND, EXTEND QR ALTER THE C~%w==*~ AFFORDED BY ~ POLICIES INSURERS AFFORDING COVERAGE ~:,Su~.Ea B Federal T [ It’ISU,£ER C : t ~NSURER E : THIS CERTIFICATE OF INSURANCE DOES NOT CONST;TUTE A CONTRACT BE,’P, VEEN THE ~SSUING NCUR~[S; AUTHORIZED REPRESE.NT~’T!VE OR PRODUCER AND THE CER~FICATE HOLDER. THE POLICIES OF INSURAi’4CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED i, IAI,,1ED ABOVE FOR THE POLICY PERIOD INDICATED. NO’DNITHSTANOING ANY REQUIREMENT. TERM ORCONDITIQN OF ANY CONTRACT QR OTHER DOCUMENT WITH RESP~ TQ WHICH THIS CERTIFICATE MA’i 8F: ISSUED OR MAY PER!’:,IN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH AGGREGATE Lh’vlITS SHOWH MAY HAVE BEEN REDUCED BY PAiD CL,~IMS. POLICY ~FFECTIV E COMMERCIAL GENERAL LIABILIT’,OCCOR ~’L AGGREGATE LIMIT APPLIES ~OMOBILE LIABILITY AN AUTO F----S ALL OWNED AUTOS SCH~DU~D AUTOS HIRED AUTOS ~NON-OWNED AUTOS OCCUR L_~ CLAIMS MAOE OLD 937807602 BAP 9378075-02 06/30/2006 06/30!2006 NOT APPLICABLE 79S38538 NOT .~PP L[CAB LE 06130/2006 PQL!CY EXPIRATION 06/30/2007 06130/2007 )E3CRIPT:GH OF OPERA~ONS,%OCA~ONS£4EHICLES/EXCLUSIONS ADDED BY ENOORSEMENTISFECIAL PROVISIONS 06130/2007 EACh. OCCURRENCE I ~t.000~000 FIR~ DAMAGE (Any one lirB) I $300,000 ,~-~Eo ExP (A,w o~e ~,so~} I ~10,000 PERSONAL & ADV INJU~Y ! ;£ :000,000 GENERAL,AGGREGATE ~ ;~000~000 PmGOUCTS - COMP/OP AGO ~[,000:000 COMBINED SINGLE LIMIT (Pet pa~on) ~UTO ONLY - EA ACCIDENT OTHER THAN ,EA ACC AUTO ONLY:AGO AGGREGATE XXXXYZx:X XXXXXXX XXXX~XX 5,000.000 5,000,000 XXX>LX:XX XKXXXX2< :E.q.TIFiCATE HOLDER ! AODITIONAL INSUREa: !NSURER LETTER: t, C0RO 2S-S (7/97) CA NCELLATIOND, L~T03] SHOULD ANY OF THE ABOVE DESCRIBED POLIC;ES BE CANCELLED BEFORE THE EXPIRATION q0DATE THEREOF, THE ISSUING INSURER’,FILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NONCE TO T~IB CERTIFICATE HOLDER NAMEO TO THE LEFT.’, BUT FAILURE TO OO SO SHALL I&iPOSE NO OBLIGA~ON OR LIABILIT’f OF AN’Y KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. AUTHORIZEO RF_PRESENTATIVE ~ ©ACORO CORPORATION 1888 Certification of Nondiscrimination As suppi:,ers of goods or services to the City of Psio Alto, the firm and individuals listed beiow certify that they do not discriminate in employment of any person because of race, skin color, gender, age, re!igion, disability, national origin, ancestry, sexual orientaiion, housing status, marital status, familial status, weighl or height oi~ such person; that they are in compliance wi~h all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 4.If Proposer is IND!V~DUAL, sign here: Date: Proposer’s Signature I:?roposer’s typed name and title If Proposer is PARTNERSH!P or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venlure Name (type or print) Date: Date: Member of the Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows: The undersigned certify that they are respective!y: Director-Pricing Services Senior Pricing Analyst Ti ti e Ti tl e and Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a ceRified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s ceRificate of authorization) for and on oso3~o 19 behalf of ihe below named ,=~,.-,p..,-7-,~.q~ , and ’that they are authorized Ioex.~" ~’,~=,~ same for and on behalf "~ said CORPO,~,TION Baker & Corporation Name (!ype or print) ~" 1/~/. ij Lee Ann Queen Date: 3une :L~ 2007 Title: Director - Pricinq Sewices Ti[le: . Senier Pricin~ Analys~ Date: 3u~e I~ 2007 o~o~o 20 EXH!BIT E Attachment E CiTY OF PALO ALTO CONT~_CT NO. C08i21819C AGREEMENT BETWEEN THE CITY OF PALOALTO AND B~_KER & TAYLOR, INC. FOR PRO~ESSIONg~ SERVICES PROVISION OF LIBP~Y CATALOGING AND PROCESSING SERVICES This AGREEMENT is entered into September 17, 2007, by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and Baker & Tay!or inc., a Delaware Corporation, authorized to do business in California, located at 2550 West Tyvola road, Suite 300, Char!otte, NC 28217 (PH) 800- 775-7930 ("CONSULTANT" RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure Library Cataloging and Processing Services for its various CITY Libraries and desires to engage a consultant to provide these services for the libraries, referred to as ("Services"). B. CONSULTANT has represented that it and any subconsultants have the necessary professional expertise, qualifications, and capability, and a!l required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", Scope of Services, attached to and made a part of this Agreement. D. CONSULTANT has agreed to perform the Services on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, of this Agreement, the parties agree: AGREEMENT SECTION I. SCOPE OF SERVICES. CONSULTANT shall provide the Cata!oging and Processing Services, as listed in Exhibit B, and perform the Servises described in Exhibit "A", Scope of Services, in accordance with the terms and conditions contained in this Agreement. The performance of al! Services shall be consistent with the Purchase Order Terms and Conditions listed in Exhibit E and to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution to September 30, 2008, unless terminated earlier pursuant to Section 20 of this Agreement. CITY has the option to renew for up to two additional one year periods. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete ~h ...._u~.e Services w!~n!n the term of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement ~hto extend the term or u~.e schedule for performance shall not preclude recovery of damages for ’ 7ae_ay if the extension is required due to r..e fault of CONSULTANT SECTION 4. NOT TO EXCEED COI~?ENSATION. The compensation to be paid to CONSULTANT for provision of the Services provided, as listed in Exhibit B, and for the performance of the Services described in Exhibit "A", including both payment for materials and services, shall not exceed thirty eight thousand Dollars ($38,000) in the first year of this Agreement.The applicable Costs for Cata!oging and Processing Services and related services are set out in Exhibit "B",entitled "COSTS," which is attached to and made a part of this Agreement. If the CITY exercises its option to renew for additional years, the compensation to be paid CONSULTANT, shall not exceed forty thousand dollars ($40,000.00) per year for Year 2 and/or Year 3. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices to the CITY describing the materials purchased and the services performed and the applicable charges. CONSULTANT shal! be paid for materials received by CITY. CITY’s pa2~ent terms are net 30 days umon receimt of goods. The information in CONSULTANT’s pan, Lent requests shall be subject to verificazion by CITY. SECTION 6. QUg~IFICATIONS/ST~A~RD OF CA_RE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personne! necessary to perform the Services required by this Agreement and that the personne! have sufficient skil! and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsu!tants have and shall maintain during the term of this Agreement al! licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shal! meet the professiona! standard and quality that prevai! among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federa!, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure al! permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. CONSULTANT shall report isumediateiy to the CITY’s project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and/or guidelines in relation to the Project of the performance of the Services. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to al! applicable codes, rules, regulations and guidelines that are in force at the time such documentation is prepared. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and al! errors, omissions, or in ~e work ~roduct sum:~.2~e~ to CITY, ~rov2~ed CITY gives notice to CONSULTANT. SECTION 9. I~EPEh~ENT CONTRACTOR. !t is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person emp!oyed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shal! act as and be an independent contractor and not an agent or employee of the C!TY. The manner and means of conducting the Services are the responsibility of and under the contro! of CONSULTANT, except to the extent they are limited by applicable law and the express terms of this Agreement. CONSULTANT will be responsible for employing or engaging al! persons necessary to perform the Services. All contractors and employees of CONSULTANT are deemed to be under CONSULTANT’S exclusive direction~ndco~rol. CONSULTANT shallberesponsible ~rtheirper~rmance. SECTION i0. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are considerations for this Agreement. CONSULTANT shal! not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations nereunce_ without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approva! of the city manager wil! be void. SECTION II. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign Jennifer Rhyne, Senior Pricing Analyst, as the project director to have supervisory responsibility for the performance, progress, and execution of the Services. if circumstances or conditions subsequent to the execution of this Agreement cause the substitution of the project director or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approva! of the CITY’s project ~eq~s~,manager CONSULTANT,~,_~- C±.__. ’-~v s -~-~= ~- ~ ± -~m~ , ~.=:~=] who C<my ~_remove ..............= .....do not merform the Services Jn an accept- ".n ....-~-=ive,or orese~e---~Dme manner,are u:_~o~e_~_~ a ~n_ea~ to the ademuate or ~im=~,- comm!etion of th=m~oject or a threat ro the sa{=tvof persons or property. The city manager will represent CiTY for all purposes under this Agreement. Mary Minto is designated as the project manager for the CITY. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 13. DUTIES of CITY. To assist CONSULTANT in the performance of the Services, CITY will furnish or cause to be furnished the specified services and/or documents described in Exhibit "A" and such other available information as may be reasonably requested by CONSULTANT. SECTION 14. OWNERSHIP OF MATERIALS. All drawings, plans, reports, spec_~ ~_ca ~ons, calculations, documents, other materials and copyright interests deve!oped or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services recuired hereunder shal! be and remain the property of CiTY without restriction or !~m_ u= ~ion upon the~ r use Neither CONSULTANT nor its contractors, if any, shall make any o{ ,n ~- ~ -organizationsuch materials available to any _..@_v_@u=l or without the p-~or written __ -~~ _aDDrov=± of thec_,uy: ~ manager or designee. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. To the fullest extent permitted by law, CONSULTANT shal! protect, indemnify, defend and hold harmless CITY, its Council me_mbers, officers, employees and agents (each an "indemm_ified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other !oss, including al! costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to Derformance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an indemnified Party. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indem_nification. The provisions of this Section 16 shal! survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term,covenant,condition,provision, ordinance or law. SECTION 18.INSiIRANCE. 18.1.CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C" CONSULTANT and its contractors, if any, shal! obtain a policy endorsement naming the City of Pa!o Alto as an additiona! insured under any general liability or automobile policy or policies. 18.2.All insurance coverage required hereunder shall be provided through carriers with Best’s Key Rating Guide ratings of A-:VII or higher which are a6mitted to transact insurance business in the State of California. Any and al! contractors of CONSULTANT retained to perform Services under ~.~s Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CiTY as an additional insured under such policies as required above. 18.3.Certificates evidencing such insurance shal! be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approva! of CITY’s Risk Manager and wil! contain an endorsement stating that the insurance is primary coverage and wi!l not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4.The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfil! the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and tota! amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. WORKERS’ COMPENSATION.CONSULTANT, by ~ is aware of theexecuting this Agreement, certifiesthat _L provisions of ~hL~.e Labor Code of the State of California which require every employer to be insured against iiao±l~uy for workers’ compensation or to undertake self- insurance in accordance with the orovisions of that Code, and cer~±~±es ~_a~ it wil! comply with such provisions, as applicable, before com~mencing and during the performance of the Services. SECTION 20. SERVICES. TERMINATION OR SUSPENSION OF AGREEMENT OR 20.1.The city manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (!0) days’ prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT wil! imm~ediate!y discontinue its performance of the Services. 20.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving ten -~’, bu~in(1@) days prior wr_u<en notice thereof to CITY ~ only the event of a s~bsu=nu~a! failure of performance by CITY. ~’~ ~ ~ n or ’-ermination,20.3.Upon sucln ~__.~e~.s:o:.~ CON<UT.TANm ........... ~<~a]: ~ de~:=ver: to the City Manamer~ ims.ediateiv any and al! copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by ~~p,~p ’ ~~,~.=~,_ or its contractors, ~r any, or given to CONSULTANT or its contractors, if any, in connection w~this ~ ~=n~.....Ag~eem~:_~Such materials will become the Dro~mrgv Of CITY 20.4.Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., !0 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion 20.5. No payment, partia! payment, accep~=:.ce, or partial acceptance by CITY wil! operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 21. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mai!, aad_essed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager. To CONSULTANT: Attention of the project director at the aca_ess of CONSUT.TANT recited above SECTION 22. CONFLICT OF INTEREST 22.1.in accepting this Agreement, CONSULTANT covenants ~ ~_tn=~ it present!v has no interest, and wil! not acquire any interest, direct or indirect, financia! or otherwise, which would conflict in any manner or with the performance of the Services. 22.2.CONSULTANT further covenants that, in the performance of this Agreement, it wil! not emp!oy subconsu!tants,contractors or persons having such an interest. CONSULTANT certifies that no person who has or wil! have any financial interest under this Agreement is an officer or emp!oyee of CITY; this provision wil! be interpreted in accordance with the applicable provisions of the Palo Alto Municipa! Code and the Government Code of the State of California. 22.3. if the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disc!osure documents required by the Pa!o Alto Municipal Code and the Politica! Reform Act. SECTION 23. NONDISCRIMINATION. As set forth in Palo Alto Municipa! Code section 2.30.510, CONSULTANT agrees that in the performance of this Agreement, it shal! not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, nationa! origin, ancestry, sexual orientation, housing status, marita! status, fami±_=! status, weight or height _~ " ~ ~n~ it has readof such person. CONSULTANT ac~nowlecges ~ ~ and understands the provisions of Chapter 2.28 of the Palo Alto Municipa! Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet al! requirements of Chapter 2.28 pertaining to nondiscrimination in emp!oyment, including completing the form furnished by CITY and set forth in Exhibit "D". SECTION 24. MISCELLANEOUS PROVISIONS. 24.1. This Agreement will be governed by the laws of the State of California. 24.2.In the event that an action is brought, the parties agree that tria! of such action wil! be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 24.3.The prevailing party in any action ~,-oua<~ to -n~ ....the provisions of~:.._~,_~s Agreement may recover its reasonable costs and attorneys’ fees in connection ~,_~n that action 24 a ~¯ ~:s document represents the e~_~!re and integrat=d agreement~~e~ween the~a~_e~_ and supersedes all prior negotiations, remresentations, -~n@ contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 24.5.The covenants, terms, conditions and provisions of this Agreement wil! apply to, and will bind, the heirs, successors, executors, a6ministrators, assignees, and CONSULTANTs, as the case may be, of the parties. 24.6.if a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amen6ments thereto will remain in full force and effect. 24.7.All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amen6ment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 24.8.This Agreement is subject to the fiscal provisions of ~h-~..e Charter of the City of Pa!o Alto and the Palo Alto Municipa! Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fisca! year in the event that funds are only appropriated for a portion of the fisca! year and funds for this Agreement are no longer available. This Section 24.8 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. IN WITNESS WHEREOF, .the parties hereto have by ~.e~r duly authorized representatives executed this Agreement on the date ~’- ’~i~s~ above ~w~tten. CITY OF PALO ALTO ~DDROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Purchasing Manager Insurance Review BAKER & TAYLOR, INC. TaxpaYer identification No. (Compliance with Corp. Code § 313 is re_quired if the entity on whose behelf this contract is si~ned is a corporation. !n the alternative, a certified corporate resolution attestinS to the signatory authority of the individuals sisnin9 in their respective capacities is acceptable) Attachments : EXHIBIT "k" : EXHIBIT EXHIBIT "C": EXHIBIT "D" : EXHIBIT "E" : SCOPE OF WORK COST S!4_EETS-TERMS OF S.~E I N S UPc~_NC E NON-DISCRIMINLATION COMPLI.~_NCE FOP~M TERMS .~_ND CONDITIONS Baker & Taylor o~rs various levels of sen/ice depending u~on the require,,~,ents of the L/b,~/. i-he following re#~onse .~rovides bot,~ a standard se,~A~ce a~proac,~ (BT,".LARC~ and a ccc~onTized a#proach (Customized Se~vices~. Baker & Tay!or~s Customized Librar/ SerWces (CLS~ division has been providing customized cataloging and processing to libraries since 1989, Should the PACL opt for system and shelf ready material, CLS has the experience and t,~e expense to exceed the libra~/’s expectations, Standard Services Your orders are important to us, and we strive to produce accurate shipments with qualib! cataloging and processing services. Following is a brief description of our product receipt and order fulfillment workflow. Inventory’ / Order Fulfillment As titles are received in our service center, they are "scanned in" by barcode or UPC number. This creates a unique identifier for each title. This identifier will always be associated with the title, and helps to ensure accuracy at each point in the order fulfillment process. As a book is physically selected from our inventory shelves, the title is scanned and compared against the barcode number associated with your ordered title. Multiple Checkpoints Your title order is checked and re-checked for accuracy as it flows through our various departments. As titles are selected for your order, they are checked against your original order. As these same titles move through our sortation process, they are again checked against the original order. Processinc] Services Any orders requiring processing services are circulated through our Processing Department. Here, the order is checked against processing specification sheets. These sheets detail the cataloging /processing requested for the titles ordered on an account, as well as any special instructions associated with the order. Processing sheets are developed only after the appropriate LibraP! contact has reviewed and approved the specification for the account. Packinq ( Shippinq After titles have been properly processed to specifications, they move for,~ard to be packaged. Items are boxed in new cartons, to protect against any damage during shipment. The destination address of the boxed order is now verified against our shipping label. Our enhanced shipping label includes the pack date, freight carrier, account number, B&T picklist number, carton number and individual carton weight. Each carton in a shipment is numbered, and the final carton also indicates total carton count (e.g. !,2,3, and 4 of 4). Custom~zed Library Services Our Project Team Baker & Taylor will Work with the PACL library and its staff to develop and determine the required service specifications at no additional cost. Our project management approach is described below. Baker & Taylor’s Customized Library Services utilizes a team approach to working with libraries to help manage projects in the areas of Collection Development, Ongoing Cataloging and Processing, and Opening Day Collections. The core of this team approach is our project management philosophy. Our project managers and support staff will work with the library to insure that all requirements are documented and understood, necessar:.,’ resources are available, and that a proper framework for communication is in place. AI! CLS project teams consist of the library staff, and a minimum of a projeG manager, an autcmation specia!;st/cata!ogingiprocessing manager, and an account coordinator. Colle~ion development managers are included on an as needed basis. Team members are responsible for managing their assigned resources to complete the project, in turn, each team member works closely with the project manager to ensure compliance to all requirements. As a current customer, PACLhas an established CLS Project Team as outlined below. Upon award, CLS will work with the library to review your account structure, cataloging profiles, and processing profiles. Based on this review, we will make any updates necessary. Your project manager will work with you, your Sales Consultant, and the CLS Regional sales manager, to determine what steps the CLS project team needs to take. Pat Bishop Scott Crawford Anthony Halstead Penny Ginn Asst. CLS Project Manager CLS Director of Sales Sales Consultant Cataloging Manager Our Service Customized Library Services’ custom cataloging is BAKER &TAYLOR’S premier service. CLS has performed on-line cataloging, editing and maintenance for Libraries since 1989. Our preferred method is to access the Library’s ILS using the Z39.50 protocol. Customized Library Services has partnered with The Library Corporation (TLC) to create a state of the art c~ataloging methodology that leverages Z39.50 protocol for accessing the library’s database and a resource pool of records from the Library of Congress and any Baker & Taylor created records. This technology allows our CLS catalogers to have access to the most current version of the library’s cataloging records without the overhead of being directly online. Records obtained from the Library’s database are saved to a library specific work file located in our secure cataloging utilib/. The records in the work file are used in the creation of spine labels and as a vehicle for providing item-linking information. CLS has created a unique workflow in support of the customized services we provide for our customers. This workflow follows a very specific sequence: the front audit area, the cataloging department, the processing department, and the back audit area. The CLS department has over 200 trained professionals staffed to handle the library’s customized requirements. These staff members are dedicated to meeting the library’s requirements and exceeding your expectations. Our commitment to excellence and doing the job right the first time is unmatched in our industry. Front Audit Once materials reach the CLS department, the front audit team reviews the processing instructions gathered at the site visit for the library’s accounts. These instructions include the location of the processing components and the rules governing acceptable material and formats. The front auditors check all materials for publisher defects or damaged books. This is the first step in our qualib/process. The front auditors apply customer-supplied barcodes and any labels required under the book jacket. Cataloainq The next step in the CLS process is the cataloging department. ]:n the cataloging department, the cataloger reviews the cataloging instructions gathered at the site visit. The cataloger uses the CLS cataloging utilit-¢ to search the library’s database as described in the CLS methodology, 2 and performs the required level of cataloging ser~!ce. When the order is completed, the CLS cataloger prints the spine and bibliographic label. The cataloger’s ,,,/or’.( is reviewed b,i the Senior Cataloger ta ensure that al! library specifications are followed. l’,lajor Features of the CL$ Preferred Cataloging l’4ethodo{ogy (Z39.50): Only authorized CLS catalogers have access to the library’s database and work fiie. The cataloger will process material first by searching for a matching record in the library’s database and work file simultaneously. A successful search occurs when our cataloger matches the data elements found in the appropriate record tags with product in hand. CLS considers the title, author, imprint/publisher, edition and date of publication when matching a record t:o product in hand. During the CLS site visit, the project team will document the appropriate attributes for matching records. When a matching record is found, the appropriate item tag is keyed and the record is saved, to the library’s work file. If a record is not found in the library’s database or work file, the CLS Bibliographic Database is searched, followed by LC HARC and the resource databases of TLC. The CLS Bibliographic Database contains all CfP records upgraded to full NARC standards by CLS catalogers, as well as new records created by CLS original catalogers. if the record is not found in the above resources, the Library may also choose to have CLS search OCLC on their behalf for records not found in the library’s catalog. Once a record is. located in OCLC it is saved to the Library’s work file and the record is updated to the Library’s specifications. The option of utilizing OCLC will also help to minimize the Library’s need for original cataloging. Please note that the process of using OCLC is available upon CLS’ receipt of a signed third party agreement which grants permission to our catalogers to access OCLC on the library’s behalf. There are no additional charges from CLS for this service. However, it should be noted that all corresponding OCLC charges will be the responsibili~ of the Library. On a weekly basis, an electronic file is sent to OCLC to update the library’s holdings for at! contributed records. When a fu!l matching record is found in one of the resource databases, it is upgraded to meet the library’s specifications and the appropriate item tag is keyed. The record is then saved to the library’s work file. if the matching record found is not a full level record, the record is upgraded to meet LC standards and is saved to the CLS Bibliographic Database. The record is then further edited to meet the library’s specifications and the appropriate item record is keyed. The record is then saved to the library’s work file. The exception to a full level record would be that some AV pre-pub records are not upgraded to full MARC standards. However, these records are upgradeable to the Library’s local standards. if a matching record cannot be found in the multi-database search string, the product in hand is for~arded to an original cataloger in the CLS department. Our original catalogers will create a record according to AARC2 rules. LC authority files are used to validate author and subject headings. Once the record is created, it is saved into the CLS Bibliographic Review File. Once the record has been reviewed and approved, it is saved in the CLS Bibliographic Database. The product is returned to the cataloger and the process continues. Once in the libraPis work file, the record will be edited to meet the library’s specification and appropriate item tag is keyed. The sample records enclosed Tab 10, Exhibit K represent the minimum level of cataloging for AV materials. Every title sent to the library wil! have a fu!! MARC -" ~-’r~or,J with the appropriate item tag. i ne records will either be new additions to the library’s catalog, edited and modified to the library’s standards, or existing records from the librar/’s catalog. When the cataloger has completed the order, spine and bibiiographic labels as required by the iibrar’/are printed. Call number and bibliographic information is extracted dire~ly from the I~IARC record to ensure accuracy. Aff~er the labels are printed, a file of I~IARC records corresponding to the titles in the order is created. Released records are flagged so they cannot be selected again. The file of records will be put on the B&T FTP server for the library to retrieve and load. The records are maintained on the Library’s work file for historical reference. Processinq The processing department completes the physical processing of each item. The processors review the processing instructions gathered at the site visit. Following these instructions, the processor attaches the spine label and any special labels required by the library. A~er the application of all physical components, the library’s materials move to the jacket selection area. Experienced technicians size the books so the appropriate Mylar jacket can be applied to the dust cover of the book. After the material is fully processed, it is ready for the final and most important stage in our CLS process, back audit. Back Audit The back audit team is the Nnal step in ensuring the material we ship to the library is of the highest qualit’/and is in compliance with the library’s profiled specifications. The CLS back auditors inspect each order by cross referencing the completed processing and the processing instructions gathered at the site visit. Once the library’s material passes this stage, the order is ready to be staged for delivery to the library. Baker & Taylor, Inc.’s Terms and Conditions of Sa!e Cataioging!Processing Services - Standard B&T M, ARC So.ices Palo A~to City Libra,-’/ Book / Sooken Word Audio Casse~e Plater/a/ Baker & Taylor’s standard B& T MARC services (non-s!?elf ready) will provide a catal~ record and pr/bted sp/~e label for any book title cataloged through L/bra~ of Congress or w/t,~ an ex/sffng Baker & Taylor catafogi~ record. Cataloging data and printed spine labels are available for any spoken word audio casse~e title a~notat~d and adve~ised in our Forecast publication. Cataloging and processing services are not available for spoken word audio CD material at this time. Following are prices for selected components; we will be pleased to provide pricing information on additional components upon request Spine Label .....................................................$ ,10/label MARC on diske~e ...................................................$ .25/record MARC downloaded from website ......................................FREE OF CHARGE Library Supplied Barcode Label ..................................... Library Supplied Stamp ........................................... Library Supplied Label ............................................ Taped IViylar 3acket ............................................... $.10/label $.i0tstamp $.10/label $.59Iunit DVD/P/usic CD Products Baker & Taylor is pleased to offer B& T MARC A V cataloging and processing service for your consideration. This service provides !00% cataloging of new, annotated, advertised, and recommended DVD and CD music titles listed in our monthly publication, The ALERT. Each monthly issue fists from 250 to 400 new release and sell- through titles for which cataloging is available on "street date’; The Baker & Taylor original cataloging is a pre- publication level MARC record that complies wit,~ AACR$$ and all national standards. Please see the enclosed BTMARC A V price list (following page) for details on available components and services, The prices on the following page reflect the use of standard cases, Please see below for prices for CheckPoint locking cases: Single DVD #7593314 100/Case -$1.25 Double DVD #7117746 100Case -$1.79 Singie CD #7286944 100/Case -$1.25 Double CD #7295129 100/Case $1.79 Also, affixing the donut barcode label (library supplied) is available for an additional $ .20 / unit. Bakar & Ta¥1or, Inc.’s Terms and Conditions of Sate Cataloging/Processing Se~ices- Customized Library Se~’ices Palo Alto Cib/Library! T;~e Libra/-y may opt to take ad’~anta=qe of the se~ices of~,ered by our Custo,~nized Libra,~/ Se~/ices division (CLS), Please see the fol/owi..~g pz~es for a d~scr~ution of t,~e CLS process and ~ricing information for ser~,ice packages. PPdNT ),"IATEPdAL PRICING PROPOSAL B~ed on the information contained in RFP Number 121819, we are pleased to propose the ~oliowing pricing for print and spoken word material. B~<F.R & TAYLOt:UCLS reserves the right to adjust ¯ pricing if the Library’s requirements change at any time tln,_rouN~out the project. Should the librao’ require additional services in coiiection development, cataloging, processing, reporting, storage, or shipment, B.,M<ER & TAYLOR/CLS may adjust pricing accordingly. If the library, system cannot be accessed via our Z39.50 methodology, then CLS may discuss alternative methodologies for system and shelf ready material. It should be noted that the cost for an alternative meLhodology other than what is outlined within this proposal, would be different than the pricing quoted below. All items wi!! be suop!ied bv CLS unless otherwise noted: ONGOING COLLECTION SERVICES ..................................................................$3.90/UNtT INCLUDES: 1. ADAPTIVE AND COPY CATALOGING WITH C]~° UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL 2. ITEM LINK!~G 3. PRO~CT MANAGEMENT SUPPORT 4. BARCODE (LIBRARY SUPPLIED) ~. LIBRARY STAMP 6. MYLAR JACKET 7. SPrNE L.~BEL 8. "NEW" LABELS 9. BOOKPLATES WHEN REQUESTED .ADDITIONAL SERVICES AT THE LIBR_&RY’S REQUEST: SPOKEN" WORD CATALOGING AND PROCESSING (ADDITIONAL) .................................$2.25/UNIT VINA~m~ 0kmmTION~, L) ..............................................................................$4.75/uNrr IK_~PCO (~DDITION.~L) .................................................................................$1.99/UNIT ORIGINAL CATALOGING ............................................................................S10.00iTITLE BAKER & TAYLOR’S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. OVv..’NERSHIP TI:tZkNSFER AND I~WOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERL.kLS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BA]<_ER & TAYLOR FACILITY. IF STO1K&GE IS REQUIRED, BAKER & TAYLOR WILL STORE THE MATERL~LS IN A FULLY INSURED AND CLEMATE CONTROLLED FACILITY UNTIL THE DESIRED SHIPMENT DATES. INVOICES ARE MAILED TO THE LIBRARY AT THE TtlvIE EN’VOICING OCCUI:LS. FOR THOSE ,RECORDS V,,~HERE CATALOGING tS NOT AVAILABLE IN THE LIBILadl.Y’S DAT.a23ASE OR B&T’s CATALOGING UTILITY, CLS WILL PROVIDE AN ORIGINAL CATALOGING RECORD FOlK $10.00/TITLE. TITLES REQUIIKING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $ !0.00/TITLE FOR THE FFRST COPY OF EVERY TITLE ORDERED. IF MULTIPLE COPIES OF A TITLE ORDERED, THE $10.00 CHARGE WILL ONLY APPLY ONCE, Ho’6q~VER, T~qE COMPREHENSFv’E CATALOGLNG AND PR.OCESSING CHARGE WILL APPLY TO EACH UNIT [NCLU~tNG THE INiTb~L UNIT TFbkT RECEP¢ES TEE $10.00 CHARGE. 12 ~ased on the infomnation provided, v:’e are pleased to propose the fohow~ng prfcinz zor Audio Visua! Material. Please ao.te: Pricing is subject to chsmge based on specifications or case changes, if the iibra~/ requires alternate processing or cataloging requirements, it is at the discretion of CLS to adjust pricing accordingly. A]V CATALOGING AND PROCESSING DVD...................................., ...........................................................$5,50!UNIT~ ~NCLUD~..~: 1. ADAPTIVE AND COPY CATALOGING UTtLIZ~G Z39.50 PROTOCOL 2. ITEM LINKING 3. PROIECTMANAGEMENT SUPPORT 4. P,_EPACKAOE ALL MATERL&LS INTO (ZENITH PAK CLEAR VU) 5. BARCODE (LIBRARY SUPPLIED) 6. PROPERTY LABEL 7. SPINE LABELS 8. BARCODES 9. DONUTEYE-READABLE BARCODE ! 0. BOOKPLATE WHEN" REQUESTED CASES LZSTED ARE CURRENTLY PROVIDED TO THE LIBRARY. CHECKPOZNT LOCKING DVD CASES AS NOTED IN THE BID WILL BE AN ADDITIONAL $’~ .,~0/UNiT ($~,80/UNIT TOTAL) A]V PROCESSING ONTbY (SERVICE B&T IS CU~_RENTL¥ PRO’~ffD!NG) DVD ...................... ..........................................................................$2.85/UNTT* ]~NCLUDES; 1.PROJECT MANAGEMENT SUPPORT 2.R_EPACI<L4.GE IN LIBRARY SPECIFIED CASES (ZENITH PAK CLEAR "V-L,T) 3.BAR CODE LABEL-- LIBP,_a, RY SUPPLIED 4.PROPERTY LABEL-- LIBRARY SUPPLIED 5. Htrs LABEL PmNTSD WITH BARCODE 6. "Do NOT CHECK IN .... "LABEL oNMULT!-UNIT SETS CASES LISTED ARE CURRENTLY PROVIDED TO THE LIBRARY. CHECKPOINT LOCKING DVD CASES AS NOTED IN THE BID WILL BE AN ADDITIONAL $~[.30/UNiT ($4,15/UN!T TOTAL) 13 ZNCLUDE$: ¯’- " "~ ’"’ " Z39.50i~3,._DAPTIVE AND COPY CA I ALOOIN .J UT~.,.Z~,.,G PROTOCOL 2.ITEM LINKING .3.PROJECT~{ANAGEMENT SUi’PPORT 4.R.EPAC~GE NIATERIALS INTO STANDARD CASES 5.BARCODE (LIBP,,~kRY SUPPLIED) 6.PROPERTY LABEL 7.SPINE LABELS 8.BARCODES 9.DONUTEYE-READABLE BARCODE MUSIC CD .............................................................................................$2.85/UNIT* ~’NCLUDES: 1.PROJECT MANAGEMENT SUPPORT 2.P,~EPACI<_~kGE INTO STANDARD CASES 3.BAR CODE LABEL (LIBRARY SUPPLIED) 4.PROPERTY LABEL-- LIBRARY SUPPLIED 5.HUB LABEL PRI-NTED WITH BARCODE 6."Do NOT CHECK IN., ." LABEL ON MULTI-UNIT SETS TITLES REQLnZR~rNG ORIGINAL CATALOGING WILL BE PRICED SEPAIKATELY AT $10.00iTITLE. THE COMPREHENSF~IE CATALOGING AND PROCESSE’qG CPL4.R~E WILL APPLY TO EACH U-NIT, INCLU’DE’,IG ~’i’~E LNrlTL’,kL U.NIT THAT RECEIVES THE $ t 0.00 C~%RGE. *AV CATALOGING .~\~D PROCESSLNG PRICES FOR CDs ANrD DUDS ARE FOR BOTH SLNrGLE AND NfU-LTIPLE DISC FORaMAT. BAKER cg5 T..YLOR S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF INVOICE. O’~,~’ERSHIP TRANSFER AND IN’VOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATER2ALS ARE EITHER SHIPPED, OR PLACED IN STO1K4.GE AT A BAKER ~Yxr. TAYLOR FACILITY. INVOICES ARE I’vL4ILED TO THE LIBRARY AT THE TIME INVOICING OCCURS. 14 TM .. Baker & Taylor offers libraries a variety of standard cataloging & processing options. Enjoy the economies of B~+er & Taylor’s technical processing. C_~LO G]NG Baker & Taylor offers standard I’vLRRC records that meet national standards for Music CD and DVD products. Each record contains a Dewey and Library., of Congress ca!! number and Library of Congress subject headings. In addition, hiusic CD records include the ANSCR classirqcadon. All cataloging records conform to AACR.II rules. 1.Standard edited record according to your B&T b[ARC AV Standard Profile Via web download or floppy disk. 2. Unedked record only via web download or floppy disc $1.50 .75 PROCESSING 1. Remove shrink-wrap and security, seals 2. Remove shrink-wrap and repackage in standard plastic case Yg*e will be happy to customize your processing to include those components which meet your specifications - add only the opdons you need. .55 $1.00 COMPONENT PROCESSING OPTIONS - CHOOSE ALL T:.~axT OPTION SELECTED UNIT P~CE OPTION SELECTED 1.Bar Code Label $.25 2. Custom Label $.25 3. Date Due Slip $.25 4. Label Protectors $.25 5. Ownership Label $.25 6. Pocke~$.35 7. Spine Label $.25 8.Customer Supplied $.15 Stamping or Labeling (?er bcador,) 9. Theft Detection Device: ¢’&ose o,=e) 3M: DCD - 2 (for DPD, ~i~gk-dded $1.50 $1.50 Checkpoint: Plain Label $.59 Dare Due Label $.59 Simulated Bar Code Label $.59 10. Customer Supplied Unprogrammed RFID $.25 A_DDITIONAL P,.EQUI P,.EM£NTS Do you have special needs or requirements tha." are not listed, such as hub labels= branch properV labels or any other D’pe oF specialized cataloging or processing? x~O’e offer variations and pricing options to meet your library’s speciic needs. For more inr%rmation contact your local Sales Consultant or call 1-800-775-2600, ext. 2666. Baker & Taylor Institutional MV Order Dept. !000 Commerce Dr., Suite 400 ¯ Pittsburgh, PA 15275 Fax: 888.285.8922 BAKER &TAYLOR © 2006, Baker & Taylor, Inc. All Rights R~served.P051-06 LOCKTON CCMPANIES 825 W. Monrce, Suite CHICAGO IL 60681 (812) 669-69C0 Baker & TayZr, Inc. ""See A~acnment ~er Additional Hamad Insureds 2~50 WesI Tyvola Road Suite 300 ~har!o~e, NC 28217 OVERAGES ~Z THIS CERTiFiCATE IS ~SSUED AS A MAT-TEA OF INFORMATIONONLY AND CONFERS NO RIGHTS Ur-ON THE CERTIFICATE¯ HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR INSURERS AFFORDIHG COVERAGE ~NSU~ER O : INSU~ E : TH~S CERTIFICATE OF INSLIRANCE DOES NOT CONSTITUTE A CONTRACT BE~;E~N THE ISSUIN( IHSUR~R(S] AUTHORIZED R~PRESENTATIV~ OR PRODM~ER AND THECER~FICATE HO,,LDER. IHE POLICIES OF INSUt=LANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING %NY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH T’HIS CERTIFICATE MAY BE ISSUED OR ,,lAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH =OUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE COMMERCIAL GENERAL LIABIUTY GEN’L AGGREGATE LIMIT APPLIESPRO- ALL OWNED AUTOS . ---7 SCHEDULED AUTOS POUCY NUMBER OLO 9378076-02 BAP 9378075-02 ~{ DEDUCTIBLE ~ FORM wO ~,KE~S COMPENSATION NOT A?PLICABLE 79838538 I POLICY EFFECTIVE i POL!CY EXPIRATION , DATE {M~4fDD{Y’~ ~ OATE tM~L,:OODt~ 06/301Z006 0613012007 06130/2006 06/30/2007 06/30/2006 06/30/2007 ~ESCRIPTION OF OPERA~ONS~%.OCA~ONS,’VEHtCLES~EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS GENERAL AGGREGATE AUTO ONLY: t 1000,000 300,000 10.000 1.000,000 2.000.000 [ ,000,000 XX>CXX_XX XXXXXXX XXXXXXX 5,000,000 5,000,000 XXXXXXX XXXX2<XX XXXXX-~< XXXXXXX XXXXXXX XKXXXXX I:ERTIF!CATE HOLDER ! I AOOI~ONAL INSURED; INSURER LETTER: ~,CORD 25-S (7197) CANC ELLAT1Ot’IIM~703] SHOULD AN’{ OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXpIRA~’OON DATE THEREOF, THE ISSUING INSURER WILL END~VOA TO MAIL--~0 DAYS WRI~EN NONCE TO ~E CEATI~CAT£ HOLDER NAMED TO ~E ~, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILIT{ OF ANY KIND UPON THE INSURER, ITS AGENTS OR CeRificat]on of Nondiscrimination As suppliers of goods or services to the City of Polo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 4.If Proposer is INDiViDUAL, sign here: Date: Proposer’s Signature Proposer’s typed name and title If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Date: Date: Member of the Partnership or Joint Venture signature Member of the Partnership or Joint Venture signature If Proposer is a CORPORATION, the duty authorized officer(s) shall sign as follows: The undersigned certify that they are respectively: Director-Pricing Services Senior Pricing Analyst Title Title and Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on EXHIBIT E ~ .... CiIy. hazardous}: AC~ o~ ~$70 t~s amended1: requ~s~e~ by Ci~y.