Contract No. 32600256- Ingram.pdf
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CONTRACT FOR MATERIALS AND SERVICES BETWEEN THE CITY OF BUCKEYE AND INGRAM LIBRARY SERVICES LLC LIBRARY MATERIALS AND SERVICES CONTRACT NO. 32600256 This Contract is entered into this ________________, by and between the City Ingram Library Services LLC, a Tennessee limited liability company WHEREAS, the City desires to receive, and Contractor is able to provide services; NOW THEREFORE, in consideration for the mutual promises contained herein, the parties agree as follows: 1. Standard Terms and Conditions: The City of Buckeye Standard Terms and Conditions, attached hereto as Exhibit A are hereby incorporated in this Contract by reference and shall apply to performance of this Contract, except to the extent modified by Exhibit C (Pricing). 2. Insurance: Contractor shall meet the City of Buckeye Standard Insurance Requirements of the City as set forth in Exhibit B attached hereto and incorporated herein by reference. 3. Compensation: Payment to the Contractor for the materials and/or services provided not to exceed Two Million Dollars and Zero Cents ($2,000,000.00) including other fees and taxes, to be made in accordance with the price list and terms set forth in the Pricing attached hereto as Exhibit C and incorporated herein by reference. 4. Scope of Work: Contractor shall provide Library Materials and Services as described in the . 5. Contract Term: This Contract shall be effective as of the date set forth above for approval and remain in effect for one (1) year, unless such term is modified or extended pursuant to section 8 Renewal. 6. Partial Award: The City reserves the right to make multiple awards or to award by (i) bid schedule, (ii) individual line item, (iii) by group of line items, or (iv) as a total, whichever is deemed in the best interest to the City. Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 1 7. Quantities; Non-Exclusive: Unless the solicitation states otherwise, the Contract will be non-exclusive, and the City makes no guarantees as to the amount of products or services to be utilized from a Bidder. The City reserves the right to add or remove products or services during the term of the Contract. 8. Renewal: This Contract may be renewed or extended for up to four (4) additional one (1) one-year terms by mutual written consent of the parties no later than sixty (60) days prior to the end of the then current term. The City Manager, or his designee, if applicable, shall have authority to approve renewal on behalf of the City. 9. Notice: Any formal notice required under this Contract shall be in writing and sent by certified mail and email as follows: City: City Manager City of Buckeye 530 E Monroe Ave Buckeye AZ 85326 Email: Contracts@buckeyeaz.gov Contractor: Ingram Library Services LLC One Ingram Blvd. La Vergne, TN 37086 Email: ilsbids@ingramcontent.com With a copy to: City Attorney City of Buckeye 530 E Monroe Ave Buckeye AZ 85326 Email: Legal@buckeyeaz.gov 10. Authority: Each party warrants that it has authority to enter into this Contract and perform its obligations hereunder, and that it has taken all actions necessary to enter into this Contract. 11. Contract Controls. In the event of any inconsistency between this Contract and the Exhibits hereto, the documents shall govern in the following order: (1) This Contract for Materials and Services; (2) Exhibit A (Standard Terms and Conditions); (3) Exhibit B (City of Buckeye Standard Insurance Requirements); (4) Exhibit C (Pricing). 12. Time is of Material Importance. Consultant agrees to use commercially reasonable efforts to perform its obligations under this Contract within the time provided by the City, if applicable. [SIGNATURES ON FOLLOWING PAGE] Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 2 CITY THE CITY OF BUCKEYE, an Arizona municipal corporation By: Its:__________________________________ CONTRACTOR INGRAM LIBRARY SERVICES LLC, a Tennessee limited liability company By: Its: RECOMMENDED: By:__________________________________ Its:__________________________________ ATTEST: By: Its:__________________________________ APPROVED AS TO FORM: By: Its:__________________________________ Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 3 EXHIBIT A STANDARD TERMS AND CONDITIONS IN GENERAL 1. NOTICE TO PROCEED: Contractor shall not commence performance until after City has issued a Notice to Proceed or similar notice reasonably expected to notify Contractor to commence delivery of goods and/or services. 2. LICENSES AND PERMITS: Contractor, at its expense, shall maintain current federal, state, and local licenses, permits and approvals required for performance of the Contract and upon request provide copies to the City. 3. COMPLIANCE WITH LAWS: Contractor shall comply with all applicable federal, state and local laws, regulations, standards, codes and ordinances in performance of this Contract. 4. NON-EXCLUSIVE: Unless expressly provided otherwise in the Contract, this Contract is non- exclusive and the City reserves the right to contract with others for materials or services. 5. SAMPLES: Any sample submitted to the City by the Contractor and relied upon by City as representative of quality and conformity, shall constitute an express warranty that all materials and/or service to be provided to City shall be of the same quality and conformity. MATERIALS 6. PURCHASE ORDERS: The City will issue a purchase order(s) for the materials covered 7. QUALITY: Contractor warrants that all materials supplied under this Contract will be new and free from defects in material or workmanship. The materials will conform to any statements made on the containers or labels or advertisements for the materials, and will be safe and appropriate for use as normally used. or use of materials shall not serve to waive these quality requirements. This warranty shall survive termination or expiration of the Contract. 8. ACCEPTANCE: All materials and services provided by Contract are subject to final inspection and acceptance by the City. Materials and services failing to conform to the Contract specifications may be rejected in whole or part. If rejected, Contractor is responsible for the associated costs of repairing or replacing the rejected materials and services arising from rejection. 9. WARRANTIES: Contractor shall deliver all Warranties to 10. PACKING AND SHIPPING: Contractor shall be responsible for industry standard Containers shall be clearly marked as to lot number, destination, address and purchase order number. All shipments Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 4 shall be F.O.B. Destination, City of Buckeye, 530 E. Monroe Avenue, Buckeye, Arizona 85326, unless otherwise specified by the City -on- (C.O.D.) shipments will not be accepted. 11. TITLE AND RISK OF LOSS: The title and risk of loss of material shall not pass to the City until the City actually receives the material at the point of delivery, and the City has completed inspection and has accepted the material, unless the City has expressly provided otherwise in the Contract. 12. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender of materials shall fully comply with all provisions of the Contract. If a tender is made which does not fully conform, Contractor shall have the right to substitute a conforming tender within thirty (30) days of receiving notice of the receipt of the non-conforming tender. 13. DEFAULT AND FAILURE TO REMEDY TO CONSTITUTE TOTAL BREACH: Contractor is authorized to substitute nonconforming materials, or services. Delivery of nonconforming materials, and/or services, or a default of any nature shall constitute a breach of the contract if Contractor fails to remedy such default within thirty (30) days of receiving notice of such default. At the option of the City, Contractor shall deliver conforming materials, or services, in each installment or lot of the contract. 14. SHIPMENT UNDER RESERVATION PROHIBITED: Contractor is not authorized to ship materials under reservation and no tender of a bill of lading shall operate as a tender of the materials. 15. LIENS: All materials and other deliverables supplied to the City shall be free of all liens other than the security interest held by Contractor until payment in full is made by the City. Upon request of the City, Contractor shall provide a formal written release of all liens. 16. CHANGES IN ORDERS: The City reserves the right at any time to make changes in any one or more of the following, provided the order has not shipped at the time such change is requested: (a) methods of shipment or packing; (b) place of delivery; and (c) quantities. If any change causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment may be made in the price or delivery schedule, or both. Any claim for adjustment shall be evidenced in writing and approved by the City Procurement Officer or designee prior to the institution of the change. PAYMENT 17. INVOICES: A separate invoice shall be issued for each shipment and each job completed. Invoices shall include City the Contract Number and/or Purchase Order number, and dates when goods were shipped or work performed. Invoices shall be sent within thirty (30) days following performance. Payment will only be made for satisfactory materials and/or services received and accepted by City. 18. LATE INVOICES: The City operates on a fiscal year budget, from July 1 through the following June 30. Except in unusual circumstances, which are not due to the fault of Contractor, City will not honor any invoices or claims submitted after August 15 for materials or services supplied in the prior fiscal year. Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 5 19. TAXES: Contractor shall be responsible for payment of all taxes including federal, state, and local taxes related of this Contract. Such taxes include but are not limited to federal and state income tax, social security tax, unemployment insurance taxes, transaction privilege taxes (TPT), use taxes, and any other taxes or business license fees as required. Exception: The City will pay any taxes which are specifically identified as a line item dollar amount in the bid, proposal, or quote, and which were considered and approved by the City as part of the Contract award process. In this event, taxes shall be 20. FEDERAL EXCISE TAXES: The City is exempt from paying certain Federal Excise Taxes and will furnish an exemption certificate upon request. 21. FUEL CHARGES: Contractor at its own expense is liable for all fuel costs related to performance. No fuel surcharges will be accepted or paid unless the parties expressly agree to surcharges in writing. 22. DISCOUNTS: If the Contract provides for payment discounts, payment discounts will be computed from the later date of the following: (a) when correct invoice is received by the City; and (b) when acceptable materials and/or materials were received by City. 23. AMOUNTS DUE TO THE CITY: Contractor must be current and remain current in all obligations due to the City during performance. Payments to Contractor may be offset by any delinquent amounts due to City or fees and charges owed to City under this Contract. 24. OFAC: No City payments may be made to any person in violation of Office of Foreign Assets Control regulations, 31 C.F.R. Part 501. SERVICES 25. INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor for purposes of all laws, including but not limited to the Fair Labor Standards Act, Federal Insurance Contribution Act, Social Security Act, Federal Unemployment Tax Act, Internal Revenue Code, Immigration and Naturalization Act; Arizona revenue and taxation, 26. CONTROL: Contractor shall be responsible for the control of the scope of work. 27. WORK SITE: Contractor shall inspect the work site and notify the City in writing of any deficiencies or needs prior to commencing work. 28. SAFEGUARDING PROPERTY: Contractor shall be responsible for any damage to real property of the City or adjacent property in performance of the work and safeguard the worksite. 29. QUALITY: All work shall be of good quality and free of defects, performed in a diligent and professional manner. 30. ACCEPTANCE: If work is rejected by the City due to noncompliance with the Contract, The City, after notifying Contractor in writing, may require Contractor to correct the for work properly performed. Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 6 31. WARRANTY: Contractor warrants all work for a period of one (1) year following final acceptance by the City. Upon receipt of written notice from the City, Contractor, at its own expense, shall promptly correct work rejected as defective or as failing to conform to the Contract, whether observed before or after acceptance, and whether or not fabricated, installed or completed by Contractor, and shall bear all costs of correction. If Contractor does not correct deficiencies within a reasonable time specified in the written notice from the City, the City may perform the work. This one-year warranty is in addition to, and does This warranty shall survive termination or expiration of the Contract. INSPECTION, RECORDS, ADMINISTRATION 32. RECORDS: Contractor shall maintain, during the term of this Contract and for at least its obligations under this Contract. Upon reasonable advance notice, the City may reques the City. Such procedures will be performed in accordance with attestation standards e Contract for the twelve (12) months prior to the date of the request and provide a written report to the City. In the event that the City is not satisfied with such procedures for any reason, the City may, at its own election and cost, engage Price Waterhouse Coopers, h firm is no longer available, an independent public accounting firm reasonably acceptable to both parties) Contract in connection with such inspection. If in the written opinion of such auditors there has been an underpayment by Contractor or an overpayment by the City of more than five percent (5%) of the total amounts due during the previous twelve (12) month period, Contractor shall pay the reasonable costs of such audit in additional to promptly paying such amounts. For clarity, any discrepancy between amounts paid to or from either party and amounts shown to be due by such audit shall be promptly payable, whether or not equal to five percent (5%) of total amounts due or during the previous twelve (12) month period. 33. PUBLIC RECORDS: This Contract and any related materials are a matter of public record and subject to disclosure pursuant to Arizona Public Records Law, A.R.S. § 39-121 et seq. If City will endeavor to notify Contractor prior to release of such information. 34. [Reserved]. INDEMNIFICATION, INSURANCE 35. GENERAL INDEMNIFICATION: To the fullest extent permitted by law, the Consultant shall indemnify, defend and hold harmless the City and each council member, officer, employee, or agent thereof (the City and any such person being herein called an costs, and expenses (including, but not limited to, reasonable fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 7 subject, under any theory of liability whatsoever, as the result of a third party insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the gross negligence, intentional misconduct, willful acts or omissions, in connection with the work or services of the Consultant, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 36. INSURANCE: Contractor shall maintain all insurance coverage required by the City, CONTRACT CHANGES 37. PRICE INCREASES: Except as expressly provided for in the Contract, no price increases will be approved. 38. COMPLETE AGREEMENT: The Contract is intended to be the complete and final agreement of the parties. 39. AMENDMENTS: This Contract may be amended by written agreement of the parties. 40. SEVERABILITY: If any term or provision of this Contract is found by a court of competent jurisdiction to be illegal or unenforceable, then such term or provision is deemed deleted, and the remainder of this Contract shall remain in full force and effect. 41. NO WAIVER: Each party has the right to insist upon strict performance of the Contract, and the prior failure of a party to insist upon strict performance, or a delay in any exercise of any right or remedy, or acceptance of materials or services, shall not be deemed a waiver of any right to insist upon strict performance. 42. ASSIGNMENT: This Contract may be assigned by Contractor with prior written consent of the City, which will not be unreasonably withheld. Any assignment without such consent shall be null and void. Unless expressly provided for in a separately executed Consent to Assignment, no assignment shall relieve Contractor (Assignor) from any of its obligations and liabilities under the Contract with respect to City. The Chief Financial Officer shall have authority to consent to an assignment on behalf of City. 43. BINDING EFFECT: This Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns. EMPLOYEES AND SUBCONTRACTORS 44. SUBCONTRACTING: Contractor may subcontract work in whole or in part with the advance written consent. City reserves the right to withhold consent if subcontractor is deemed irresponsible and/or subcontracting may negatively affect performance. All subcontracts shall comply with the underlying Contract. Contractor is responsible for Contract performance whether or not subcontractors are used. 45. NONDISCRIMINATION: Contractor warrants that it complies with all applicable federal, state and local laws and executive orders regarding employment. Contractor will not discriminate against any employee or applicant for employment or person who provides Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 8 services because of race, color, national origin, religion, gender, age, disability, marital or familial status, veteran status or political affiliation. 46. DRUG FREE WORKPLACE: The City has adopted a Drug Free Workplace policy for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor personnel shall abstain from use or possession of illegal drugs while engaged in performance of this Contract. 47. IMMIGRATION LAWS: Pursuant to A.R.S. § 41-4401, Contractor hereby warrants to the City that the Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all State and Federal Immigration laws and regulations that relate to its employees and A.R.S. § 23- Contractor Immigration Warranty shall constitute a material breach of this Contract and shall subject the Contractor to penalties up to and including termination of this Contract at the sole discretion of the City. The City may, upon reasonable advance notice and not more than once per calendar year during the Term of the Contract, conduct verification of the employment records of the Contractor and any subcontractors to ensure compliance to assist the City in regard to any random verification performed. Neither Contractor nor any subcontractor shall be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by sections 274A and 274B of the Federal Immigration and Nationality Act and the applicable E-Verify requirements prescribed by A.R.S. § 23-214(A). DEFAULT AND TERMINATION 48. TERMINATION FOR DEFAULT: Prior to terminating this Contract for a material breach, the non- defaulting party shall give the defaulting party written notice and reasonable opportunity to cure the default, not to be less than fifteen (15) days. In the event the breach is not timely cured, or in the event of a series of repeated breaches the non- defaulting party may elect to terminate Contract by written notice, which shall be effective upon receipt. In the event of default, the parties may execute all remedies available at law in addition Contract remedies provided for herein. 49. CITY REMEDIES: and/or services from a substitute contractor. Remedies herein are not exclusive. 50. CONTRACTOR REMEDIES: remedies available at law, except as provided for herein. 51. SPECIAL DAMAGES: In the event of default, neither party shall be liable for incidental, special, or consequential damages. this Contract (including breach of warranty, negligence, strict liability, contract and tort) is limited to the purchase price paid by the City for the product and/or services which are the subject of the claim. 52. TERMINATION FOR NONAPPROPRIATION OF FUNDS: The City may terminate all or a portion of this Contract due to budget constraints and non-appropriation of funds for the following fiscal year, without penalty or liability to Contractor. Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 9 53. TERMINATION FOR CONVENIENCE: Unless expressly provided for otherwise in the Contract, this Contract may be terminated in whole or part by the City for convenience upon thirty (30) days written notice, without further penalty or liability to Contractor. If this Contract is terminated, City shall be liable only for payment for satisfactory materials and/or services received and accepted by City before the effective date of termination. 54. TERMINATION DUE TO INSOLVENCY: If Contractor becomes a debtor in a bankruptcy proceeding, or a reorganization, dissolution or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of Contractor under federal bankruptcy law or any state insolvency law, Contractor shall immediately provide the City with a written notice thereof. The City may terminate this Contract, and Contractor is deemed in default, at any time if the Contractor becomes insolvent, or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or 55. PAYMENT UPON TERMINATION: Upon termination of this Contract, City will pay Contractor for satisfactory performance up until the effective date of termination. City invoice. 56. CANCELLATION FOR GRATUITIES: The City may cancel this Contract at any time, without penalty or further liability to Contractor, if City determines that Contractor has given or offered to give any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with award or performance of the Contract. 57. CANCELLATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511): The City may cancel this Contract, effective immediately upon notice of cancellation, within three (3) years after its execution, without penalty or further liability to Contractor if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the City is or becomes an employee or agent of the Contractor during the Term of the Contract. MISCELLANEOUS 58. ADVERTISING: Contractor shall not advertise or publish information concerning its Contract with City, without the prior written consent of the City. 59. NOTICES: Except for Notices to Proceed, which may be issued by electronic means, all notices given pursuant to this Contract shall be delivered at the addresses as specified in the Contract, or updated by Notice to the other party. Notices may be: (a) personally delivered, with receipt effective upon personal delivery; (b) sent via certified mail, postage prepaid, with receipt deemed effective four (4) days after being sent; (c) or sent by overnight courier, with receipt deemed effective three (3) days after being sent. Notice may be sent by email as a secondary form of notice. 60. THIRD PARTY BENEFICIARIES: This Contract is intended for the exclusive benefit of the parties. Nothing herein is intended to create any rights or responsibilities to third parties. 61. CLICKWRAP TERMS EXCLUDED. Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 10 or other understanding shall in any way modify a City-issued or approved contract or these Standard Terms and Conditions. 62. GOVERNING LAW: This Contract shall be construed in accordance with the laws of Arizona. 63. FORUM: In the event of litigation relating to this Contract, any action at law or in equity shall be filed in Maricopa County, Arizona. 64. If any action at law or in equity is necessary to enforce the terms fees, taxable costs, expert witness fees and expenses. 65. FORCE MAJUERE: There may be events that occur during the term of this Contract that are beyond the control of both the City and the Contractor, including events of war, floods, labor, disputes, earthquakes, epidemics, pandemics, adverse weather conditions not reasonably anticipated, forest fires, and other acts of God. These events may result in a temporary delay of contractual deliverables, or the permanent inability to provide the contractual deliverables that are the subject of this Contract. There will be no claims arising from a temporary delay of contractual deliverables, or the permanent inability to provide the contractual deliverables caused by the events described above, and the City will pay no additional costs incurred as a result of such events. The parties agree to act in good faith to extend the Contract completion date without any penalty to the Contractor and that the extension will be in an amount of time equal to any temporary delay. This term supersedes all other terms regarding temporary delay, permanent shut down, or increased costs. 66. NO BOYCOTT OF ISRAEL: To the extent applicable under A.R.S. § 35-393 through § 35-393.03, the Vendor hereby certifies that it is not currently engaged in, and agrees for Israel, as that term is defined in A.R.S. § 35-393(1). 67. FORCED LABOR OF ETHNIC UYGHURS: To the extent applicable under Ariz. Rev. Stat. § 35-394, the Vendor warrants and certifies that it does not currently, and agrees for the duration of this Agreement that it will not use the forced labor, any goods or services produced by the forced labor, or any Contractors, subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in t in compliance with this paragraph, the Vendor shall notify the City of the noncompliance within five business days of becoming aware of it. If the Vendor fails to provide a written certification that the Vendor has remedied the noncompliance within 180 days after that, this Agreement shall terminate unless the termination date of this Agreement occurs before the end of the remedy, in which case this Agreement terminates on the Agreement termination date. Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 11 EXHIBIT B CITY OF BUCKEYE STANDARD INSURANCE REQUIREMENTS 1. In General. Contractor shall maintain insurance against claims for injury to persons or damage to property, arising from performance of or in connection with this Contract by the Contractor, its agents, representatives, employees or contractors. 2. Requirement to Procure and Maintain. Each insurance policy required by this Contract shall be in effect at, or before, commencement of work under this Contract and shall including any warranty periods. as required by this Contract or to provide timely evidence of renewal will be considered a material breach of this Contract. 3. Minimum Scope and Limits of Insurance. The following insurance requirements are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The City does not represent or warrant that the minimum limits set forth in this Contract are sufficient to protect the Contractor from liabilities that might arise out of this Contract, and Contractor is free to purchase such additional insurance as Contractor may determine is necessary. Contractor shall provide coverage at least as broad and with limits not less than those stated below. a. Commercial General Liability - Occurrence Form General Aggregate $2,000,000 Products/Completed $1,000,000 Operations Each Occurrence $1,000,000 b. Umbrella Coverage $2,000,000 c. Automobile Liability Any Automobile Owned, Hired and Non-owned Vehicles Combined Single Limit Per Accident for Bodily Injury & Property Damage $1,000,000 d. Compensation and Liability Compensation Statutory Liability: Each Accident $500,000 Disease - Each Employee $500,000 Disease - Policy Limit $500,000 4. Self-Insured Retention. Any self-insured retentions must be declared to and approved by the City. If not approved, the City may require that the insurer reduce or eliminate Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 12 such self-insured retentions with respect to the City, its officers, agents, employees, and volunteers. Contractor shall be solely responsible for any self-insured retention amounts. City at its option may require Contractor to secure payment of such self-insured retention by a surety bond or irrevocable and unconditional letter of credit. 5. Other Insurance Requirements. The policies shall contain, or be endorsed to contain, the following provisions: a. Additional Insured. insurance and Professional Liability insurance, if applicable, shall include, to the fullest extent permitted by law for claims arising out of the performance of this Contract, the City, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Contract. b. Broad Form. The insurance shall contain broad form contractual liability coverage. c. Primary Insurance with respect to the City, its officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, agents and employees, shall shall not contribute to it. d. Each Insured. The insurance shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of e. [Reserved]. f. Waiver of Subrogation. The policies shall contain a waiver of subrogation against the City, its officers, officials, agents and employees for losses arising from work performed by Contractor for the City. 6. Notice of Cancellation. Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided, cancelled, reduced in coverage or in limits unless prior written notice has been given to the City. Notices required by this section shall reference the Contract Number and be sent to: City of Buckeye Finance Department 530 E Monroe Ave Buckeye AZ 85326 ATTN: Finance Email: contracts@buckeyeaz.gov 7. Acceptability of Insurers. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the City. Failure to maintain Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 13 insurance as specified herein may result in option. 8. Certificates of Insurance. The Contractor shall furnish the City with certificates of insurance (ACORD form) as required by this Contract. The certificates for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Any policy endorsements that restrict or limit coverage shall be clearly noted on the certificate of insurance. The City Project/Contract Number and description of project shall be noted on the certificates of insurance. The City must receive and approve all certificates of insurance and endorsements before the Contractor commences work. 9. Policies. The City reserves the right to require, and receive within ten (10) days, complete, certified copies of all insurance policies and endorsements required by this Contract upon reasonable request. The City shall not be obligated, however, to review any insurance policies or to advise Contractor of any deficiencies in such policies and endorsements. The receipt of policies or endorsements shall not 10. Modifications. Any modification or variation from the insurance requirements in this Contract must have the prior approval of the City Office in consultation with the Risk Manager, whose decision shall be final. Such action will not require a formal Contract amendment but may be made by their handwritten revision and notation to the foregoing insurance requirements. 11. No Representation of Coverage Adequacy. By requiring insurance herein, or by approving or expressing satisfaction with insurance policies and forms pursuant to the provisions of this Contract, the City does not represent that coverage and limits will be adequate to protect the Contractor. Upon reasonable request, the City reserves the right to review any and all of the insurance policies and/or endorsements cited in this Contract but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Contract or failure to identify any insurance deficiency shall not relieve the Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Contract. [REMAINDER OF PAGE INTENTIONALLY BLANK] Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 14 EXHIBIT C PRICING See following pages Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 15 Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 16 Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 17 Library Materials and Services Contract No. 32600256 Ingram Library Services LLC 18