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,::!!CHANDLER 'qj\V a r I z on a City Clerk Document No. _____ _ City Council Meeting Date: December 8. 2022 AMENDMENT TO CITY OF CHANDLER AGREEMENT LIBRARY MATERIALS & RELATED SERVICES CITY OF CHANDLER AGREEMENT NO. CS9-956-3919 THIS AMENDMENT NO. 2 (Amendment No. 2) is made and entered into by and between the City of Chandler, an Arizona municipal corporation (City), and Baker & Taylor, LLC (Contractor), (City and Contractor may individually be referred to as Party and collectively referred to as Parties) and made _ _ ___ , 20_ (Effective Date). RECITALS WHEREAS, City Council approved the award of multiple Agreements for Library Materials & Related Services (Agreement); and WHEREAS, the term of the Agreement was November 1, 2018 through October 31, 2020, with the option of up to two two-year extensions; and AGREEMENT NOW THEREFORE, the .Parties agree as folloVl(s: 1. The recitals are accurate and are incorporated and made a part of the Agreement by this reference. 2. Section 111, Period of Service is amended to read as follows: The term of the Agreement is extended for a two-year period November 1, 2022 through October 31, 2024. 3. Section IV, Payment of Compensation and Fees is amended to read as follows: The City will pay the Contractor the per unit cost set forth in Revised Exhibit B of the original Agreement, attached to and made a part of this Amendment No. 2. Total payments made to the Contractor during the term of this Amendment No. 2 will not exceed $1,150,000. 4. All other terms and conditions of the Agreement remain unchanged and in full force and effect. If a conflict or ambiguity arises between this Amendment No. 2 and the Agreement, the terms and conditions in this Amendment No. 2 prevail and control. DocuSign Envelope ID: 9CB4B42A-2AC7-4BB9-B5A3-F2599D3FC22F DocuSign Envelope ID: 9CB4B42A-2AC7-4BB9-B5A3-F2599D3FC22F Director, Pricing Services DISCOUNT TERMS AND CONDITIONS OF SALE Baker & Taylor, LLC Discount Terms and Conditions of Sale (FIRM ORDER BOOK, STANDING ORDER and SPOKEN WORD AUDIO) City of Chandler (Proposed Revisions Nov 2022) Baker & Taylor, LLC is pleased to offer the discount terms and conditions listed below. The pricing grid below provides discounts for each product category offered by Baker & Taylor. Product Category Category Definition (a) Price Indicator Discount I. Adult Trade Hardcover Editions (Popular Fiction & Non‐Fiction, and may include some spoken word audio) 0 ‐ (zero) (Hardcover Trade Editions) C ‐ (Hardcover Computer Books) 46.0% II. Juvenile Trade Hardcover Editions (Popular Fiction & Non‐Fiction) J 46.0% III. Adult Quality Paperback Editions (Popular Fiction & Non‐Fiction) B ‐ (Paperback Trade Editions) C ‐ (Paperback Computer Books) 40.0% IV. Juvenile Quality Paperback Editions (Popular Fiction & Non‐Fiction) G 40.0% V. Mass Market Paperback Editions P 40.0% VI. Single Edition Reinforced (Juvenile) R 46.0% VII. Publisher's Library Edition (Juvenile) Z 25.0% VIII. University Press Trade Editions (may be of any binding and include some spoken word audio) A 10.0% IX. Text, Technical, Reference, Professional Medical, Small Press, some University Press titles (excluding University Press Trade Editions) and/or Titles of Limited Demand (may be of any binding and include some spoken word audio) S/X/N ‐ (Text, Technical, or Reference Editions) L ‐ (Hardcover Editions from Small Press and Hardcover Titles of Limited Demand—primarily Adult) 7 ‐ (Hardcover Titles of Limited Demand—primarily Juvenile) M ‐ (Paperback Editions from Small Press and Paperback Titles of Limited Demand—primarily Adult) 1 ‐ (Paperback Titles of Limited Demand—primarily Juvenile) T/U/V/W/4/Letter O ‐ (Specialty Textbooks) 5/6/8 ‐ (Professional Medical Titles) S = 10.0% X = 10.0% N = 0.0% (b) L = 10.0% (c)(d) 7 = 25.0% (d) M = 10.0% (c)(d) 1 = 25.0% (d) T = 0.0% U = 0.0% V = 0.0% W = 0.0% 4 = 10.0% Letter O = 10.0% 5 = 0.0% 6 = 0.0% 8 = 0.0% X. Imported English and Non‐English Language Editions F/K/3 F = 0.0% K = 0.0% 3 = 0.0% XI. Enhanced Service Program Y / Q 0.0% (e) XII. Spoken Word Audio H 46.0% XIII. Board Books I 40.0% XIV. Novelty Items/Activity Books I 40.0% XV. Special Programs, such as: ‐ Paw Prints and FollettBound Editions ‐ Turtleback Editions ‐ Playaway Audio Editions D E All Playaway Audio editions D = 10.0% E = 10.0% 25.1% (a) Please see Baker & Taylor’s Category Definitions for full category definitions, which are attached hereto and incorporated herein by reference. Materials produced for TextStream print‐on‐demand services may fall into any category. (b) Titles which receive minimal publisher discount will be invoiced at publisher’s list price. (c) Represents publishers with limited sales volume, based upon a semi‐annual review. These titles may be of any binding type or publisher of origin. (d) Represents individual titles which do not qualify 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 12 month period). These titles may be of any binding type or publisher of origin. (e) Titles where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher or publishers whose titles have limited demand and/or non‐commercial publishers will be invoiced at list price. DocuSign Envelope ID: 9CB4B42A-2AC7-4BB9-B5A3-F2599D3FC22F Baker & Taylor, LLC Discount Terms and Conditions of Sale Also, please note that: Publisher’s list price is subject to change without notice. Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment. Baker & Taylor reserves the sole right to be the final determinant of product categories, category definitions and price indicators. The discounts vary based on this determination. Titles are categorized by Baker & Taylor for pricing purposes by considering the binding, general marketing categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to relationships with publishers such as shipping terms, payment terms, publisher’s discount, returnability to publishers and other factors. Product categories, category definitions and price indicators are subject to change at Baker & Taylor’s sole discretion, without notice, based upon the above‐described factors for categorizing titles. For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor’s estimate of market conditions. For imported titles where no publisher list price is assigned by the publisher for the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price in its electronic catalog which is based upon Baker & Taylor’s estimate of market conditions. For Paw Prints and Follett Bound editions, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor’s estimate of market conditions. Titles of limited demand or from small or specialty publishers generally are included in Product Category IX or Product Category XI. The discount terms and conditions listed do not apply to Baker & Taylor’s Approval Programs. Baker & Taylor provides an invoice that identifies the publisher’s current list price, the discount offered, and the exact price charged for each title ordered. DocuSign Envelope ID: 9CB4B42A-2AC7-4BB9-B5A3-F2599D3FC22F CATEGORY DEFINITIONS I. Adult Trade Hardcover Editions (0, C) (may include some spoken word audio materials) High demand materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically 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. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: 14th Deadly Sin by James Patterson, ISBN: 9780316404021. II. Juvenile Trade Hardcover Editions (J) High demand, juvenile materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically 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. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: Are You Ready to Play Outside by Mo Willems, ISBN: 9781423113478. III. Adult Quality 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. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: The Boys in the Boat by Daniel Brown, ISBN 9780143125471. IV. Juvenile Quality Paperback Editions (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: Tuck Everlasting by Natalie Babbitt, ISBN: 9780312369811. V. Mass 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 City of Ember by Jeanne Duprau, ISBN: 9780375822742. VI. Single Edition Reinforced (R) 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: Because of Winn Dixie by Kate DiCamillo, ISBN 9780763650070. VII. Publisher Library Editions (Z) Fiction as well as non‐fiction materials appealing to both juveniles and adults, designed with the rugged durability 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: Curious George Visits the Library by Margaret Rey, ISBN: 9781599614199. VIII. University Press Trade Editions (A)(may include some spoken word audio materials) 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: Alexander McQueen: Savage Beauty by Andrew Bolton, ISBN: 9780300169782. IX. Text, Technical, Reference, Small Press, and/or Titles of Limited Demand (S, X, N, L, M, V, T, U, W, Letter O, 1, 4, 5, 6, 7, 8) 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 upon a quarterly review) and individual titles 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 & Taylor's purchasing requirements could be in this category. Materials in this category are both adult and juvenile, may be of any binding and may include some spoken word audio materials. Examples within this category would be: The Merck Index, ISBN: 9781849736701, Strategies That Work, ISBN: 9781571104816, Beauty and the East ISBN: 9781566563871, Generals of the Bulge: Leadership in the U.S. Army’s Greatest Battle ISBN 9780811711999, Frankie Works the Night Shift, ISBN 9780060090951, and Floods, ISBN 9781624030031 X. Imported English and Non‐English Language Editions (F, K, 3) Titles produced and distributed outside of the domestic US. These titles may be of any binding type and represent various publishers. An example would be El Angel Caido by Nalini Singh, ISBN 9788490625224. XI. Enhanced Service Program Titles (Y/Q) 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. Materials in this category may be of any binding. These titles will receive no discount and are subject to a service charge. An example within this category would be: Business Income Coverage Guide, ISBN: 9781941627532. XII. Spoken Word Audio (H) Materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles can be either fiction or current non‐fiction. An example of a spoken word audio edition would be: The Complete Sherlock Holmes by Sir Arthur Conan Doyle ISBN: 9781491542286. XIII. Board Books (I) Durable materials from widely distributed domestic publishers designed for young children; pages are manufactured of heavy gauge cardboard to prevent tearing. These editions typically feature few pages, simple themes and colorful illustrations or photographs. An example of a board book would be: Runaway Bunny by Margaret Wise Brown, ISBN: 9780061074295. XIV. Novelty Items/Activity Books (I) Specially packaged gift set or novelty item related to a book product or attached as an accessory to a book product. These items would include a book with toy, rag books, washable cloth books, books with accessories or kits, electronic sound books, sticker books, tracing books or coloring books. This category also includes any non‐book merchandise such as model kits, hobby kits, flash cards or jigsaw puzzles. An example of an item in this category would be: Very Hungry Caterpillar Cookbook & Cookie Cutters Kit by Lara Starr, ISBN 9781452125527. XV. Special Programs (D and E as indicated in the Discount Terms and Conditions of Sale) Programs, formats, or editions offered only by Baker & Taylor or not included in any other category. These programs include but may not be limited to Paw Prints, FollettBound and Turtleback editions. Examples of items in this category would be: Clifford’s Valentines Day by Norman Bridwell, ISBN 9781435201736 (PawPrints prebound edition) and Junie B. Jones is Captain Field Day by Barbara Park, ISBN 9780613337670 (Turtleback prebound edition) DocuSign Envelope ID: 9CB4B42A-2AC7-4BB9-B5A3-F2599D3FC22F