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City Clerk Document No.
City Council Meeting Date: December 12, 2024
CITY OF CHANDLER SERVICES AGREEMENT
LIBRARY MATERIALS & RELATED SERVICES
CITY OF CHANDLER AGREEMENT NO. CS5-525-4843
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona
municipal corporation (City), and Baker & Taylor, LLC., a limited liability company (Contractor), (City and
Contractor may individually be referred to as Party and collectively referred to as Parties), made
, 2024 (Effective Date).
RECITALS
A. On or about September 3, 2024, the City issued a solicitation for library materials and related services.
Under the solicitation, the City proposes to enter into three related agreements for library materials and
Related services in various amounts for the prices set forth in each library materials and related services
agreement. Although the amount and type of library materials and related services purchased by the City
may vary, the total sum for all three library materials and related services agreements must not exceed
$1,500,000.
B. City proposes to purchase library materials and related services from Contractor as more fully described
in Exhibit A, which is attached to and made a part of this Agreement by this reference.
C. Contractor is ready, willing, and able to provide the goods or services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part of this
Agreement by this reference.
D. City desires to contract with the Contractor to provide these goods or services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
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SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
Contractor must perform in accordance with Exhibit A to the City’s satisfaction within the terms and
conditions of this Agreement and within the care and skill that a person who provides similar goods
services in Chandler, Arizona exercises under similar conditions. All goods or services furnished by
Contractor under this Agreement must be performed in a skilled and workmanlike manner. Unless
authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as part
of the goods or services under this Agreement must be new, or the latest model, and of the most suitable
grade and quality for the intended purpose of the goods or services.
SECTION III: PERIOD OF SERVICE
Contractor must perform the services described in Exhibit A for the term of this Agreement.
The term of the Agreement is two years, and begins on November 4, 2024 and ends on November 3, 2026
unless sooner terminated in accordance with the provisions of this Agreement. The City and the Contractor
may mutually agree to extend the Agreement for up to two additional terms of two years each, or portions
thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days beyond
the expiration of any extension term.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees must not exceed the
unit prices and amounts as more fully described in Exhibit B for performance approved and accepted by
the City under this Agreement. Contractor must submit requests for payment for goods or services
approved and accepted during the previous billing period and must include, as applicable, detailed invoices
and receipts, a narrative description of the tasks accomplished during the billing period, a list of any
deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus similar
narrative and listing of their work. Payment for those goods or services negotiated as a lump sum will be
made in accordance with the percentage of the goods furnished or services completed during the
preceding billing period. Goods or services negotiated as a not-to-exceed fee will be paid in accordance
with the goods furnished or services completed during the preceding month. All requests for payment
must be submitted to the City for review and approval. The City will make payment for approved and
accepted goods or services within 30 days of the City’s receipt of the request for payment.
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4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable state
and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to
sales made under the terms of this Agreement, it is the responsibility of the Contractor to collect and remit
all applicable taxes to the proper taxing jurisdiction of authority.
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local taxes
applicable to its operation and any persons employed by the Contractor. The Contractor will and require
all subcontractors to hold the City harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal, state, and local laws and regulations and any other costs
including transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker’s Compensation.
4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement. Prior
to commencement of subsequent renewal terms, the City may approve a fully documented request for a
price adjustment. The City shall determine whether any requested price increases for extension terms is
acceptable to the City. If the City approves the price increase, the price shall remain firm for the renewal
term for which it was requested. If a price increase is agreed upon by the Parties a written Agreement
Amendment shall be approved and executed by the Parties.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses pertaining
to this Agreement and records of accounts between the City and Contractor must be kept on the basis of
generally accepted accounting principles and must be made available to the City and its auditors for up to
three years following the City’s final acceptance of the goods or services under this Agreement. The City,
its authorized representative, or any federal agency, reserves the right to audit Contractor's records to
verify the accuracy and appropriateness of all cost and pricing data, including data used to negotiate this
Agreement and any amendments. The City reserves the right to decrease the total amount of Agreement
price or payments made under this Agreement or request reimbursement from the Contractor following
final contract payment on this Agreement if, upon audit of the Contractor's records, the audit discloses the
Contractor has provided false, misleading, or inaccurate cost and pricing data. The Contractor will include
a similar provision in all of its contracts with subcontractors providing goods or services under the
Agreement Documents to ensure that the City, its authorized representative, or the appropriate federal
agency, has access to the subcontractors’ records to verify the accuracy of all cost and pricing data. The
City reserves the right to decrease Contract price or payments made on this Agreement or request
reimbursement from the Contractor following final payment on this Agreement if the above provision is
not included in subcontractor agreements, and one or more subcontractors refuse to allow the City to
audit their records to verify the accuracy and appropriateness of all cost and pricing data. If, following an
audit of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the Contractor
will be liable for reimbursement of the reasonable, actual cost of the audit.
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5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a substantial
change in this Agreement, thereby materially increasing or decreasing the scope of work, cost of goods,
cost of performance, or Project schedule, the goods or services will be performed as directed by the City.
However, before any modified work is started, a written amendment must be approved and executed by
the City and the Contractor. Such amendment must not be effective until approved by the City. Additions
to, modifications, or deletions from this Agreement as provided herein may be made, and the
compensation to be paid to the Contractor may accordingly be adjusted by mutual agreement of the
Parties. It is distinctly understood and agreed that no claim for extra work done or materials furnished by
the Contractor will be allowed by the City except as provided herein, nor must the Contractor do any work
or furnish any materials not covered by this Agreement unless such work is first authorized in writing. Any
such work or materials furnished by the Contractor without prior written authorization will be at
Contractor's own risk, cost, and expense, and Contractor hereby agrees that without written authorization
Contractor will make no claim for compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full performance
of the covenants contained herein, except that the City reserves the right, at its discretion and without
cause, to terminate or abandon any purchase or service provided for in this Agreement, or abandon
any portion of the Project for which the Contractor has performed. In the event the City abandons or
suspends the purchase or services, or any part of the purchase or services as provided in this
Agreement, the City will notify the Contractor in writing and immediately after receiving such notice,
the Contractor must discontinue advancing the work specified under this Agreement. Upon such
termination, abandonment, or suspension, the Contractor must deliver to the City all drawings, plans,
specifications, special provisions, estimates and other work entirely or partially completed, together
with all unused materials supplied by the City. The Contractor must appraise the goods or services
Contractor has completed and submit Contractor's appraisal to the City for evaluation. The City may
inspect the Contractor's goods or services to appraise the status completed. The Contractor will
receive compensation in full for goods provided or services performed to the date of such
termination. The fee will be paid in accordance with Section IV of this Agreement, and as mutually
agreed upon by the Contractor and the City. If there is no mutual agreement on payment, the final
determination will be made in accordance with the Disputes provision in this Agreement. However, in
no event may the payment exceed the payment set forth in this Agreement nor as amended in
accordance with Alteration in Character of Work. The City will make the final payment within 60 days
after the Contractor has delivered the last of the partially completed items and the Parties agree on
the final payment. If the City is found to have improperly terminated the Agreement for cause or
default, the termination will be converted to a termination for convenience in accordance with the
provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence of any
one or more of the following events: in the event that (a) the Contractor fails to perform pursuant to the
terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c) the Contractor makes
a general assignment for the benefit of creditors, (d) a trustee or receiver is appointed for Contractor or
for any of Contractor’s property (e) the Contractor files a petition to take advantage of any debtor's act, or
to reorganize under the bankruptcy or similar laws, (f) the Contractor disregards laws, ordinances, rules,
regulations or orders of any public body having jurisdiction, or (g) the Contractor fails to cure default within
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the time requested. Where Agreement has been so terminated by City, the termination will not affect any
rights of City against Contractor then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold harmless the
City and its officers, officials, agents and employees (lndemnitee) from any and all claims, actions,
liabilities, damages, losses or expenses (including court costs, attorneys' fees and costs of claim
processing, investigation and litigation) (Claims) caused or alleged to be caused, in whole or in part,
by the wrongful, negligent or willful acts, or errors or omissions of the Contractor or any of its owners,
officers, directors, agents, employees, or subcontractors in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers' compensation law
or on account of the failure of the Contractor to conform to any federal, state or local law, statute,
ordinance, rule, regulation or court decree. The Contractor must indemnify lndemnitee from and
against any and all Claims, except those arising solely from lndemnitee's own negligent or willful acts
or omissions. The Contractor is responsible for primary loss investigation, defense and judgment
costs where this indemnification applies. In consideration of the award of this Agreement, the
Contractor agrees to waive all rights of subrogation against lndemnitee for losses arising from or
related to this Agreement. The obligations of the Contractor under this provision survive the
termination or expiration of this Agreement.
5.6 Insurance Requirements. Contractor must procure insurance under the terms and conditions and
for the amounts of coverage set forth in Exhibit C against claims that may arise from or relate to
performance of the work under this Agreement by Contractor and its agents, representatives,
employees, and subcontractors. Contractor and any subcontractors must maintain this insurance
until all of their obligations have been discharged, including any warranty periods under this
Agreement. These insurance requirements are minimum requirements for this Agreement and in no
way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the
minimum limits stated in Exhibit C are sufficient to protect the Contractor from liabilities that might
arise out of the performance of the work under this Agreement by the Contractor, the Contractor’s
agents, representatives, employees, or subcontractors. Contractor is free to purchase such additional
insurance as may be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such other
duly executed documents as may be reasonably requested by the City to implement the intent of this
Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be
deemed to have been duly given and received either (a) on the date of service if personally served on
the party to whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) on
the third day after the date of the postmark of deposit by first class United States mail, registered or
certified, postage prepaid and properly addressed as follows:
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For the City
For the Contractor
Name: Saranna Davidson
Name: Jennifer Rhyne
Title: Procurement Officer
Title: Director – Pricing Services
Address: 175 S. Arizona Ave., 3rd Floor
Address: 2810 Coliseum Centre Drive, Suite 300
Chandler, AZ 85225
Charlotte, NC 28217
Phone: 480 782-2406
Phone: 704 998-3248
Email: saranna.davidson@chandleraz.gov
Email: Jennifer.Ryne@baker-taylor.com
bids@baker-taylor.com
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors, assigns, and
legal representatives to the other party to this Agreement and to the partners, successors, assigns,
and legal representatives of such other party in respect to all covenants of this Agreement. Neither
the City nor the Contractor may assign, sublet, or transfer its interest in this Agreement without the
written consent of the other party. In no event may any contractual relation be created between any
third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties required
not disposed of by agreement between the Contractor and the City, the final determination at the
administrative level will be made by the City Purchasing and Materials Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for the
completeness and accuracy of Contractor's services, data, and other work prepared or compiled
under Contractor's obligation under this Agreement and must correct, at Contractor's expense, all
willful or negligent errors, omissions, or acts that may be discovered. The fact that the City has
accepted or approved the Contractor's work will in no way relieve the Contractor of any of Contractor's
responsibilities.
5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until such
time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct the
Contractor as to the details of accomplishing the work or to exercise a measure of control over the
work means that the Contractor must follow the wishes of the City as to the results of the work only.
These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must assign
to the City the key personnel that will be involved in furnishing goods or performing services
prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to furnish
goods or perform services under this Agreement. At any time hereafter that the Contractor desires to
change key personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain an
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adequate and competent staff of qualified persons, as may be determined by the City, throughout the
performance of this Agreement to ensure acceptable and timely completion of the Scope of Work. If
the City objects, with reasonable cause, to any of the Contractor's staff, the Contractor must take
prompt corrective action acceptable to the City and, if required, remove such personnel from the
Project and replace with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval
the names of subcontractors to be used under this Agreement. Any subsequent changes are subject
to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act required
under this Agreement by reason of acts of God or other cause beyond the control and without fault
of the Party (financial inability excepted), performance of that act may be excused, but only for the
period of the delay, if the Party provides written notice to the other Party within ten days of such act.
The time for performance of the act may be extended for a period equivalent to the period of delay
from the date written notice is received by the other Party.
5.18 Compliance with Federal Laws. Contractor understands and acknowledges the applicability of
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this
Agreement and to permit the City to verify such compliance.
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not
currently engaged in, and agrees for the duration of the Agreement, not to engage in a boycott of
Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any
contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore,
Contractor agrees Contractor and each subcontractor it uses warrants their compliance with all
federal immigration laws and regulations that relate to their employees and their compliance with§
23-214, subsection A. A breach of this warranty will be deemed a material breach of the Agreement
and may be subject to penalties up to and including termination of the Agreement. City retains the
legal right to inspect the papers of any Contractor’s or subcontractor’s employee who provides goods
or services under this Agreement to ensure that the Contractor and subcontractors comply with the
warranty under this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a
contract to any natural person who cannot establish that such person is lawfully present in the United
States. To establish lawful presence, a person must produce qualifying identification and sign a City-
provided affidavit affirming that the identification provided is genuine. This requirement will be
imposed at the time of contract award. This requirement does not apply to business organizations
such as corporations, partnerships, or limited liability companies.
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5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor certifies
and agrees Contractor does not currently use and will not use for the term of this Agreement: (i) the
forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services produced
by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors,
subcontractors or suppliers that use the forced labor or any goods or services produced by the forced
labor of ethnic Uyghurs in the People's Republic of China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any
City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or violation
of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct from
the Agreement price or consideration, the full amount of such commission, percentage, brokerage,
or contingent fee.
5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must not be
construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or any
part thereof, or the right of either Party to thereafter enforce each and every provision.
5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential conflicts
of interest, the Contractor must provide written notice to the City, as set forth in this Section, of any
work or services performed by the Contractor for third parties that may involve or be associated with
any real property or personal property owned or leased by the City. Such notice must be given seven
business days prior to commencement of the services by the Contractor for a third party, or seven
business days prior to an adverse action as defined below. Written notice and disclosure must be sent
to the City’s Purchasing and Materials Manager. An adverse action under this Agreement includes, but
is not limited to: (a) using data as defined in the Agreement acquired in connection with this
Agreement to assist a third party in pursuing administrative or judicial action against the City; or (b)
testifying or providing evidence on behalf of any person in connection with an administrative or
judicial action against the City; or (c) using data to produce income for the Contractor or its employees
independently of performing the services under this Agreement, without the prior written consent of
the City. Contractor represents that except for those persons, entities, and projects identified to the
City, the services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s interests.
Contractor's failure to provide a written notice and disclosure of the information as set forth in this
Section constitute a material breach of this Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all information,
whether written or verbal, including plans, photographs, studies, investigations, audits, analyses, samples,
reports, calculations, internal memos, meeting minutes, data field notes, work product, proposals,
correspondence and any other similar documents or information prepared by, obtained by, or transmitted
to the Contractor or its subcontractors in the performance of this Agreement. The Parties agree that all
data, regardless of form, including originals, images, and reproductions, prepared by, obtained by, or
transmitted to the Contractor or its subcontractors in connection with the Contractor's or its
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subcontractor’s performance of this Agreement is confidential and proprietary information belonging to
the City. Except as specifically provided in this Agreement, Contractor or its subcontractors must not
divulge data to any third party without the City’s prior written consent. Contractor or its subcontractors
must not use the data for any purposes except to perform the services required under this Agreement.
These prohibitions do not apply to the following data provided to the Contractor or its subcontractors have
first given the required notice to the City: (a) data which was known to the Contractor or its subcontractors
prior to its performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors by a
third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had the legal
right to make such disclosure and the Contractor or its subcontractors are not otherwise required to hold
such data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or court
order, to which the Contractor or its subcontractors are subject. In the event the Contractor or its
subcontractors are required or requested to disclose data to a third party, or any other information to
which the Contractor or its subcontractors became privy as a result of any other contract with the City, the
Contractor must first notify the City as set forth in this Section of the request or demand for the data. The
Contractor or its subcontractors must give the City sufficient facts so that the City can be given an
opportunity to first give its consent or take such action that the City may deem appropriate to protect such
data or other information from disclosure. Unless prohibited by law, within ten calendar days after
completion or termination of services under this Agreement, the Contractor or its subcontractors must
promptly deliver, as set forth in this Section, a copy of all data to the City. All data must continue to be
subject to the confidentiality agreements of this Agreement. Contractor or its subcontractors assume all
liability to maintain the confidentiality of the data in its possession and agrees to compensate the City if
any of the provisions of this Section are violated by the Contractor, its employees, agents or subcontractors.
Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this Section must be deemed
to cause irreparable harm that justifies injunctive relief in court. Contractor agrees that the requirements
of this Section must be incorporated into all subcontracts entered into by Contractor. A violation of this
Section may result in immediate termination of this Agreement without notice.
5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy, must be
secured and protected at all times by Contractor and any of its subcontractors. At a minimum,
Contractor must encrypt or password-protect electronic files. This includes data saved to laptop
computers, computerized devices, or removable storage devices. When personal identifying
information, financial account information, or restricted City information, regardless of its format, is
no longer necessary, the information must be redacted or destroyed through appropriate and secure
methods that ensure the information cannot be viewed, accessed, or reconstructed. In the event that
data collected or obtained by Contractor or its subcontractors in connection with this Agreement is
believed to have been compromised, Contractor or its subcontractors must immediately notify the
City contact. Contractor agrees to reimburse the City for any costs incurred by the City to investigate
potential breaches of this data and, where applicable, the cost of notifying individuals who may be
impacted by the breach. Contractor agrees that the requirements of this Section must be incorporated
into all subcontracts entered into by Contractor. It is further agreed that a violation of this Section
must be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
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Section may result in immediate termination of this Agreement without notice. The obligations of
Contractor or its subcontractors under this Section must survive the termination of this Agreement.
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in accordance
with and governed by the laws of the State of Arizona without regard to the conflicts or choice of law
provisions thereof. Any action to enforce any provision of this Agreement or to obtain any remedy
with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this
purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue of such
court.
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must survive
the completion or termination of this Agreement.
5.30 Modification. Except as expressly provided herein to the contrary, no supplement, modification,
or amendment of any term of this Agreement will be deemed binding or effective unless in writing
and signed by the Parties.
5.31 Severability. If any provision of this Agreement or the application to any person or circumstance
may be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the
application will not be affected and will be enforceable to the fullest extent permitted by law.
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter is
merged and superseded.
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement
is hereby expressly made of the essence.
5.34 Date of Performance. If the date of performance of any obligation or the last day of any time
period provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be
due and owing, and the time period will expire, on the first day after which is not a Saturday, Sunday
or legal City holiday. Except as may otherwise be set forth in this Agreement, any performance
provided for herein will be timely made if completed no later than 5:00 p.m. (Chandler time) on the
day of performance.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or
benefits in the Agreement to anyone other than the City and the Contractor, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler codes,
ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation
between provisions in this Agreement and those in the Exhibits, the provisions in this Agreement
prevail.
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5.37 Document/Information Release. Documents and materials released to the Contractor, which are
identified by the City as sensitive and confidential, are the City’s property. The document/material
must be issued by and returned to the City upon completion of the services under this Agreement.
Contractor’s secondary distribution, disclosure, copying, or duplication in any manner is prohibited
without the City’s prior written approval. The document/material must be kept secure at all times. This
directive applies to all City documents, whether in photographic, printed, or electronic data format.
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by
reference:
Exhibit A - Project Description/Scope of Work
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the goods furnished or the services Contractor provides under this
Agreement, Contractor agrees to comply with and fully perform the special terms and conditions set
forth in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of the
Contractor, this Agreement may be extended for use by other municipalities, school districts and
government agencies of the State. Any such usage by other entities must be in accordance with the
ordinance, charter and/or procurement rules and regulations of the respective political entity.
If required to provide services on a school district property at least five times during a month,
Contractor will submit a full set of fingerprints to the school of each person or employee who may
provide such service. The District will conduct a fingerprint check in accordance with A.R.S. 41-1750
and Public Law 92-544 of all Contractors, subcontractors or vendors and their employees for which
fingerprints are submitted to the District. Additionally, the Contractor will comply with the governing
body fingerprinting policies of each individual school district/public entity. Contractor, sub-
contractors, vendors and their employees will not provide services on school district properties until
authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City will not be responsible for any disputes arising out of transactions made by other agencies
who utilize this Agreement.
5.41 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all applicable City,
state, and federal non-discrimination and anti-harassment laws, rules, and regulations.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this Agreement,
Contractor must maintain all applicable City, state, and federal licenses and permits required to fully
perform Contractor’s services under this Agreement.
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5.43 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-year
warranty on all work and services performed under this Agreement. Contractor must furnish, or cause
to be furnished, a two-year warranty on all fixtures, furnishings, and equipment furnished by
Contractor, subcontractors, or suppliers under this Agreement. Any defects in design, workmanship,
or materials that do not comply with this Agreement must be corrected by Contractor (including, but
not limited to, all parts and labor) at Contractor’s sole cost and expense. All written warranties and
redlines for as-built conditions must be delivered to the City on or before the City’s final acceptance
of Contractor’s services under this Agreement.
5.44 Liens. The Contractor warrants that the materials supplied under this Agreement are free of liens and
will remain free of liens.
5.45 Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants
that, for one year after acceptance by the City of the materials, they will be (a) of a quality to pass without
objection in the trade under the Agreement description, (b) fit for the intended purposes for which the
materials are used, (c) within the variations permitted by the Agreement and are of even kind, quantity,
and quality within each unit and among all units, (d) adequately contained, packaged and marked as the
Agreement may require, and (e) conform to the Contractor’s written promises or affirmations of fact.
5.46 Fitness. The Contractor warrants that any material supplied to City will fully conform to all
requirements of the Agreement and all the Contractor’s representations, and will be fit for all purposes
and uses required by the Agreement.
5.47 Inspection/Testing. The warranties set forth in the Agreement are not affected by the City’s inspection
or testing of or payment for the materials by the City.
5.48 Packing and Shipping. The Contractor will be responsible for industry standard packing, which
conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC) regulations.
Containers must be clearly marked as to lot number, destination, address, and purchase order number.
5.49 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the specified
destinations. The Contractor will retain title and control of all goods until they are delivered and accepted
by the City. All risk of transportation and all related charges will be the responsibility of the Contractor. All
claims for visible or concealed damage will be filed by the Contractor. The City will notify the Contractor
promptly of any damaged goods and will assist the Contractor in arranging for inspection.
5.50 Risk of Loss. The Contractor will bear all loss of conforming material covered under this Agreement
until received by authorized personnel at the location designated in the purchase order or Agreement.
Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials will remain
with the Contractor regardless of receipt.
5.51 Current Products. All products offered in response to this solicitation will be in current and ongoing
production; will have been formally announced for general marketing purposes; will be a model or type
currently functioning in a user (paying customer) environment and capable of meeting or exceeding all
specifications and requirements set forth in the City’s solicitation.
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5.52 Annual Usage Report. Upon request, the Contractor will furnish to the City an annual usage report
delineating the acquisition activity governed by the Agreement. The format of the report will be approved
by the City and will disclose the quantity and the dollar value of each agreement item by individual
purchasing unit.
5.53 Catalogs/Agreement Price Listing. As applicable, the Contractor will furnish to all requesting
departments catalogs at no cost, which will outline agreement prices.
5.54 Emergency Purchases. City reserves the rights to purchase from other sources those items,
which are required on an emergency basis and cannot be supplied immediately by the Contractor.
5.55 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of Chandler.
The City reserves the right to obtain like goods or services from another source when necessary.
5.56 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date and
continue in full force and effect until it is terminated or expires in accordance with the provisions of this
Agreement. The Parties recognize that the continuation of this Agreement after the close of the City's fiscal
year, which ends on June 30 of each year, is subject to the City Council's approval of a budget that includes
an appropriation for this item as an expenditure. The City does not represent that this budget item will be
actually adopted. This determination is solely made by the City Council at the time Council adopts the
budget.
This Agreement shall be in full force and effect only when it has been approved and executed by the
duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: _________________________________________
Its: _________________________________________
Mayor
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
Director, Pricing Services
EXHIBIT A TO AGREEMENT
SCOPE OF WORK
Contractor shall provide library materials and related services in conformance with the following
specifications:
1. GENERAL SPECIFICATIONS
1.1.
Contractor shall provide multiple formats of print, non-print and digital materials for use in a public
library setting, and processing and cataloging services related to these materials. The Library wishes
to obtain all formats of print and media materials including but not limited to the following:
•
Books for adults and children in all binding formats
•
Best-selling titles
•
Fiction and nonfiction titles covering all subjects and genres
•
Large print materials
•
Adult and juvenile foreign language materials
•
Juvenile picture and “easy” books
•
Beginning readers and chapter books
•
Board books
•
Books with media
•
Graphic novels
•
Movie and TV tie-in titles
•
Spanish language fotonovelas
•
Adult and juvenile reference materials
•
Audio books on CD for adult and children
•
DVDs
•
Music CDs
1.2.
Contractor shall supply customized selection lists and other collection development
tools/resources.
1.3.
Contractor shall provide pricing options for the processing and cataloging services of all library
materials.
1.4.
Contractor shall provide a lease program that will allow the Library’s branches to receive specific
quantities of the most popular and/or best-selling titles.
2. ORDERING AND INVENTORY SYSTEMS
2.1.
Contractor shall provide easy-to-use online access to the ordering and inventory information
systems for all materials at no additional cost to the City.
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2.2.
Contractor’s inventory and information system must provide access to both forthcoming and
previously published print and digital materials.
2.3.
Contractor shall confirm order within 24 hours after receipt.
2.4.
Contractor’s inventory shall be updated at a minimum of once per week.
2.5.
Contractor will provide at least brief records upon submittal of order at no additional cost to the
City.
2.6.
Contractor will provide notice when cannot supply/ship the full number of copies per title ordered.
3. CUSTOMER SUPPORT
3.1.
Contractor shall provide contact information for each service area: sales, collection development,
processing, accounts receivable, and general customer service.
3.2.
Contractor shall specify the reports they can produce and provide examples of the reports as part
of its proposal to include backorder report, cancellation report, and order status report. In the case
of online reports, specific instructions should accompany the example of the report.
4. DELIVERY
4.1.
Contractor will catalog, process and deliver within 7-14 days from date of order receipt date.
4.2.
Contractor will allow the Library to select their own backorder/cancellation policy.
4.3.
Contractor shall clearly mark all shipments as inside delivery. Contractor must ensure that this is
communicated to the shipping carrier prior to shipment to the goods.
4.4.
Contractor will ensure that packing slips are box specific and included in the box prior to shipping.
4.5.
Contractor will provide protection treatment for contents of shipping boxes and cartons.
4.6.
Contractor shall provide a copy of return policy and credit memo procedures as part of this
agreement.
4.7.
Contractor agrees that prices shall be Free On-Board Destination, Freight prepaid, and inside
delivery.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
5. INVOICES
5.1.
Contractor shall provide invoices that list items shipped in alphabetical order by title, as well as list
price, percentage discount, net price of each item, and processing and cataloging fees (if any). Totals
must be given that reference the account number for items purchased.
5.2.
Contractor agrees that invoice shall arrive within five (5) days after shipment of the materials.
Payment terms shall be included with invoice.
6. TAXES
6.1.
Libraries in the state of Arizona are exempt from sales tax on the purchase of materials for
use by the public. Arizona Revised Statutes 42-5159.A.12
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
CITY OF CHANDLER
NOTICE OF REQUEST FOR PROPOSAL CS5-525-4843
EXHIBIT B
PRICING AND COMPENSATION
Pursuant to all the contract specifications enumerated and described in this Solicitation, Contractor
agrees to furnish Library materials and related services to the City of Chandler at the price(s) stated
below.
Please see Attachments A and A-1 for complete discount information.
Please see Attachment B for Category Definitions.
Categories III, IV
Note 1 - For Picture Books, the discounts listed are for Trade Editions and Publisher Library Editions. This type of material may be produced in other
hardcover bindings and may fall under other material categories. Please see Attachments A and A-1 for a complete discount outline of available items.
Note 2 - The discounts listed for these categories are available for recent release titles from widely distributed publishers. The discount will vary based upon
material category and publisher type. Please see Attachments A and A-1 for a complete discount outline of available items.
Note 3 - The discount listed is available for recent release titles from widely distributed publishers. Not all spoken word audio editions meet these criteria; other
editions will be discounted as outlined in Categories VII, VIII, IX, X, or XI on Attachment A.
Note 4 - The discount will vary based upon material category and publisher type. Please see Attachment A for a complete discount outline of available items.
Note 5
Category Description
Percent Discount
Hardcover - adult, young adult, juvenile
Categories I , II
45.5 %
Hardcover - children's picture books, readers
Category II (See Note 1)
45.5 %
Library binding - adult, young adult, juvenile
Category VII
25.0 %
Library binding - children's picture books, readers Category VII (See Note 1)
25.0 %
10.0 %
Prebound - adult, young adult, juvenile (Paw Prints or Turtleback editions)
Prebound - children's picture books, reader(Paw Prints or Turtleback editions)
10.0 %
Board Books
Category XIII
40.0 %
Trade paperback (fiction/nonfiction, adult/young adult/juvenile)
40.0 %
Mass market paperback (fiction/nonfiction, adult/young
adult/juvenile)
Category V
40.0 %
Hardcover Graphic Novels (fiction/nonfiction, adult/young
adult/juvenile)
Categories I, II (See Note 2)
45.5 %
Paperback Graphic Novels (fiction/nonfiction, adult/young
adult/juvenile)
Categories III, IV (See Note 2)
40.0 %
Hardcover Large Print
Categories I, II (See Note 2)
45.5 %
Paperback Large Print
Categories III, IV (See Note 2)
40.0 %
Hardcover Print on Demand
See Note 4
%
Paperback Print on Demand
See Note 4
%
Audiobooks
Category XII (See Note 3)
45.5 %
DVD
%
Tabletop Games
No Bid
%
Video Games (Cartridge/Disc)
No Bid
%
CD Music
%
Replacement Costs
See Note 5
%
Shipping Costs
0.0 %Free of charge
26.0
15.0
- Individual disc replacement is not available, unless provided for sale as a single disc by the manufacturer.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
CITY OF CHANDLER
NOTICE OF REQUEST FOR PROPOSAL CS5-525-4843
Item
Processing Pricing
Cost Per
Item
Notes / Exceptions
1
Mylar jackets on dust cover, taped on book
$ 1.19
2
Property stamp on the top of the book
$ 0.34
3
RFID tag and barcode (supplied by Library) applied
$ 1.08
Linking not included.
4
Applied hub sticker(s) for media
$ 1.92
Hub label applied to each disc.
5
Property stamp/sticker on the title page
$ 0.34
6
Applied spine labels
$ 0.36
7
Cover spine label with label protector
$ 0.0
7
Cover RFID tag with label protector
$ 0.0
8
Replacement of original media case
$ *
*Please see Notes below for
various case options
9
Digitized media processing for music CD, audiobook,
DVD and Blu-ray (including artwork)
$ 1.69 **
** Please see Notes below for additional
information. Due to supplier
restrictions, digitized artwork is not
available for Blackstone Audio titles.
Item
Cataloging Pricing
Cost Per
Title
Cost Per
Item
Notes /
Exceptions
Please clarify in the Notes/Exceptions column if cataloging charges are per title or per
item.
1
CIP upgrades
$
$ ***
*** Please see notes below.
2
Generic/Vendor MARC records
$
$ 0.59
3
Basic Dewey (DLC preferred)
$
$ Included in Generic MARC charge.
4
Local call numbers
$
$ Included in Generic MARC charge.
5
Customized MARC
$
$ ***
*** Please see notes below.
6
Original cataloging
$
$ ***
*** Please see notes below.
Item
Collection Development Pricing
Cost Per
Item
Notes / Exceptions
1
Selection lists/carts (forthcoming titles) standardized
$ Free #
# Please see notes below.
2
Selection lists/carts (forthcoming titles) customized
$ #
# Please see notes below.
3
Special bibliographies
$
4
Collection analytics
$
* Spoken Word Audio
Standard Case = $4.09/unit
Upgraded Case = $5.64/unit
Eco Case = $6.19/unit
DVD = $0.46/unit
Music CD = $0.56/unit
** Includes unwrapping and removal of seals and up to 4 embedded labels (fixed data labels). Please note: cataloging/processing
services are not available for product issued by Buena Vista Home Entertainment, a/k/a Walt Disney Studios Home
Entertainment ("BVHE").
Free
Included / No additional charge.
# For Item 1, selectionHQ Essentials is available free of charge. Cart delivery is an additional $995 annually. For Item 2, there
is no charge for this services with a collectionHQ subscription. However, if the Library is not a subscriber, there is an
annual fee of $5,000 for this service. Please see Attachments I and J for additional information about these services.
## ™'0≥∞ª¨ȱs available to the City of Chandler for an annual fee of $12,995 during the first year of the contract. A $1,500
implementation fee will also apply. Note, pricing for this service is subject to an annual increase of 3%.
##
## Please see notes below.
Free of Charge
Free of Charge
*** These cataloging options require the use of Baker & Taylor's Customized Library Services. Please see Attachment E
for a description of these services, as well as pricing information.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
BAKER & TAYLOR
ATTACHMENTS
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
ATTACHMENT A
Baker & Taylor
Discount Terms and Conditions of Sale (Firm Order Print & Spoken Word Audio Materials)
Baker & Taylor is pleased to offer the discount terms and conditions contained in this Attachment A. The pricing grid below
provides discounts for each product category offered by Baker & Taylor, as further explained in ENDNOTES (a) through (f)
below.
Product
Category
Category Definition (a), (f)
Price Indicator (f)
Discount (f)
I.
Adult Trade Hardcover Editions
(Popular Fiction & Non-Fiction, and may
include some spoken word audio; see also
Product Category IX for exceptions)
01 - (zero one) (Adult Hardcover Trade Editions)
C - (Hardcover Computer Books)
01 = 45.5 %
C = 45.5 %
II.
Juvenile Trade Hardcover Editions
(Popular Fiction & Non-Fiction; see also
Product Category IX for exceptions)
J1
J1 = 45.5 %
III.
Adult Quality Paperback Editions
(Popular Fiction & Non-Fiction; see also
Product Category IX for exceptions)
B - (Paperback Trade Editions)
C - (Paperback Computer Books)
B = 40.0 %
C = 40.0 %
IV.
Juvenile Quality Paperback Editions
(Popular Fiction & Non-Fiction; see also
Product Category IX for exceptions )
G
G = 40.0 %
V.
Mass Market Paperback Editions; see also
Product Category IX for exceptions
P
P = 40.0 %
VI.
Single Edition Reinforced (Juvenile; see also
Product Category IX for exceptions)
R
R = 25.0 %
VII.
Publisher's Library Edition (Juvenile; see also
Product Category IX for exceptions)
Z
Z = 25.0 %
VIII.
University Press Trade Editions (may be of
any product category or binding type and
include some spoken word audio; see also
Product Category IX for exceptions)
A
A = 5.0%
IX.
Text, Technical, Reference, Professional
Medical, Small Press, some University Press
titles (excluding University Press Trade
Editions); publishers whose titles have
limited sales volume; Titles of Limited
Demand
(may be of any product category or binding
type or publisher of origin and may include
some spoken word audio); certain Adult
Trade Hardcover Editions and Juvenile Trade
Hardcover Editions
S/X/N - (Text, Technical, or Reference Editions)
L - (Hardcover Editions from Small Press, publishers
whose titles have limited sales volume, and
Hardcover Titles of Limited Demand—primarily
Adult)
7 - (Hardcover Titles of Limited Demand—primarily
Juvenile)
M - (Paperback Editions from Small Press,
publishers whose titles have limited sales volume,
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)
02 (zero 2) - Adult Trade Hardcover Editions having
below average publisher list price titles in Category
I
J2 - Juvenile Trade Hardcover Editions having below
average publisher list price titles in Category II
S = 5.0%
X = 5.0%
N = 0.0 %(b)
L = 5.0% (c)(d)
7 = 25.0% (d)
M = 5.0% (c)(d)
1 = 25.0% (d)
T = 0.0%
U = 0.0%
V = 0.0%
W = 0.0%
4 = 5.0%
Letter O = 5.0%
5 = 0.0%
6 = 0.0%
8 = 0.0%
02 = 5.0%
J2 = 5.0%
X.
Imported English and Non-English Language
Editions; see also Product Category IX for
exceptions
F/K/3
F = 0.0%
K = 0.0%
3 = 0.0%
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XI.
Enhanced Service Program
Y / Q
Q / Y = 0.0% (e)
XII.
Spoken Word Audio; see also Product
Category IX for exceptions
H
H = 45.5%
XIII.
Board Books; see also Product Category IX
for exceptions
I
I = 40.0%
XIV.
Novelty Items/Activity Books; see also
Product Category IX for exceptions
I
I = 40.0%
XV.
Special Programs, such as:
- PawPrints Editions
- Turtleback Editions
- VOX
D
E
VOX
D = 10.0%
E = 10.0%
VOX = 6.0%
ENDNOTES
(a)
Please see Attachment B for full category definitions, which are attached hereto and incorporated herein by reference. Materials
produced for print-on-demand services may fall into any category.
(b)
Titles which receive minimal publisher discount will be invoiced at the publisher’s list price, unless otherwise indicated.
(c)
Represents publishers with limited sales volume, based upon a semi-annual review. These titles may be of any product category or
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
product category or 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.
(f)
Please note the following:
• Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment. Publisher’s list
price is subject to change without notice.
•
• 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, average publisher’s list price, 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 PawPrints editions, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor’s
estimate of market conditions. For VOX Books, the list price shown is the price assigned by Library Ideas.
• Titles of limited demand or from small or specialty publishers generally are included in Product Category IX or Product Category XI.
Titles of limited demand may be of any product category or binding type or publisher of origin and include some spoken word audio.
• The discount terms and conditions in this Attachment A do not apply to Baker & Taylor’s Continuation Services or Approval Programs.
• Except where otherwise noted, Baker & Taylor provides an invoice that identifies the publisher’s current list price at the time of
shipment, the discount offered, and the exact price charged for each title ordered.
• Price Indicators and estimated sales price by title are displayed in Baker & Taylor’s online ordering system, Title Source 360.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
ATTACHMENT A-1
Baker & Taylor, LLC
Discount Terms and Conditions of Sale (AUDIO VISUAL MATERIAL)
Chandler Public Library
Please refer to the following Terms and Conditions of Sale for the discounts offered to the Chandler Public Library for Audio
Visual Material.
Media
Type
Price Range
Discount off Current Producer’s List
Price
DVD/Blu-Ray
Any Price
26.0%
Music
Any Price
15.0%
*PLEASE NOTE: CATALOGING/PROCESSING SERVICES ARE NOT AVAILABLE FOR PRODUCT ISSUED BY BUENA VISTA HOME
ENTERTAINMENT, A/K/A WALT DISNEY STUDIOS HOME ENTERTAINMENT (“BVHE”).
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
ATTACHMENT B
Category Definitions
(Please see Attachment A for discount terms and conditions of sale, discount pricing grid and Price Indicators.)
I.
Adult Trade Hardcover Editions (Price Indicators 01, C)
High demand materials from widely distributed publishers designed for the general consumer, usually dealing with a
subject matter having broad mass appeal, and may include some spoken word audio materials and computer books.
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 major warehouses). See also Product Category IX for
exceptions.
II.
Juvenile Trade Hardcover Editions (Price Indicator J1)
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 major warehouses). See
also Product Category IX for exceptions.
III.
Adult Quality Paperback Editions (Price Indicators 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, and may include some computer books. Inventory is maintained
with preferred stock status (regularly stocked in major warehouses). See also Product Category IX for exceptions.
IV.
Juvenile Quality Paperback Editions (Price Indicator 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 major warehouses). See also Product Category IX for exceptions.
V.
Mass Market Paperback Editions (Price Indicator P)
A standard rack size paperback typically found in bookstores or other retail outlets. See also Product Category IX for
exceptions.
VI.
Single Edition Reinforced (Price Indicator 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. See also Product Category IX for exceptions.
VII.
Publisher Library Editions (Price Indicator 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. See also Product Category IX for exceptions.
VIII.
University Press Trade Editions (Price Indicator A)
This category would include any University Press Trade Editions, both adult and juvenile, may be of any category
product or binding type, and may include some spoken word audio materials, and are subject to publisher
reclassification. See also Product Category IX for exceptions.
IX.
Text, Technical, Reference, Small Press, Titles of Limited Demand, and certain Adult Trade and Juvenile Trade Hardcover
Editions (Price Indicators S, X, N, L, M, V, T, U, W, Letter O, 1, 4, 5, 6, 7, 8, 02 (zero 2), J2)
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 might otherwise fall under
different category definitions but are in this category as Titles of Limited Demand because they either do not qualify
for preferred stock status (based upon a quarterly review) or do 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 product category or binding type or publisher of origin and may include some spoken word
audio materials. It includes Adult Hardcover Trade Editions having below average publisher list price titles in Category
I, and Juvenile Trade Hardcover Editions having below average publisher list price titles in Category II.
X.
Imported English and Non-English Language Editions (Price Indicators F,K,3)
Titles produced and distributed outside of the domestic US. These titles may be of any category product or binding
type and represent various publishers. See also Product Category IX for exceptions.
XI.
Enhanced Service Program Titles (Price Indicators 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 product
category or binding type. These titles will receive no discount and are subject to a service charge. Enhanced Service
Program Titles may carry different discounts, as shown by Price Indicators Y, Q in Attachment A.
XII.
Spoken Word Audio (Price Indicator 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. See also Product Category IX for exceptions.
XIII.
Board Books (Price Indicator 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. See also Product Category IX for exceptions.
XIV.
Novelty Items/Activity Books (Price Indicator 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. See also Product Category IX for exceptions.
XV.
Special Programs (Price Indicators D, E)
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 PawPrints editions, Turtleback editions, and VOX Books.
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ATTACHMENT C
ENHANCED SERVICES PROGRAM
Baker & Taylor is pleased to offer 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.
Baker & Taylor’s Enhanced Services Program provides the library with access to millions of active book titles representing
over 66,000 imprints. This breadth of coverage is greater than that of any other book industry wholesaler.
The “ESP” program builds on B&T’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 publisher 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.
This category includes material where Baker & Taylor receives no discount from the publisher or prepayment is required
by the publisher or books of small, limited in demand and/or non-commercial publishers. 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 be invoiced at list price.
For libraries concerned about purchasing these types of titles, B&T’s Title Source 360™ can assist the librarian in
researching a particular item’s category and format. Titles will appear with a Y in the discount code field. Additionally,
you may contact your Customer Service representative or Information Services via phone, fax, or email (btinfo@baker-
taylor.com) to determine titles before placing an order.
As a convenience to the library, B&T can exclude these titles from all orders by adjusting your account profile setup. Please
contact your Customer Service Representative for additional information.
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ATTACHMENT D
RETURNS POLICY
INSTITUTIONAL RETURNS
(Revised July 2015)
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 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. All claims must be made within 45 days from the date of invoice.
1.
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 replacement product necessary
2.
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.
3.
Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit.
4.
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 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 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 International Customer Service Department
(internationallibrarycustomerservice@baker-taylor.com).
You
may
also
refer
to
the
website
http://www.btol.com/international_libraries_details.cfm.
All returns should be sent to:
Baker & Taylor Returns Center
Department R
251 Mt. Olive Church Road
Commerce, GA 30599
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AV RETURNS
Library & Education Account Audio/Video Product Returns Policy
(Revised June 2016)
The following guidelines are required to ensure the prompt handling of your Audio / Video (AV) returns; Music CD, DVD,
Blu-ray and 4k disc product. Note; Vinyl product is not returnable, per manufacturer’s policies, and is a “one way” sale.
All Music CD, DVD, Blu ray and 4K disc AV product returns (excluding DVD/BD lease return product - please contact AV
Customer Service for separate return procedures for your DVD/BD Lease program product) require prior return
authorization from an AV Customer Service Representative. Please contact your AV Customer Service Rep at 800-775-
1200.
How to Obtain Return Authorization
Contact your AV Customer Service Representative for return authorization numbers. All claims must be made within 45
days of invoice date.
1.
When calling for return authorization, please have the following information available:
A. Your account number and invoice #s
B. Reason for the claim/return
C. Action being requested -
1. Replacement of product (defective return will receive a replacement of the same title)
2. Credit to your account; no replacement product necessary for incorrectly shipped items
3. Overstock return credit requires Customer Service Manager and Sales Manager approval
2.
Your AV Customer Service Representative will assign your return an authorization number (RA#). To expedite the
process, please clearly mark the RA# on the outside of the carton in the upper right corner from the shipping
label and on inserted documents.
3.
Ship your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit.
4.
Products incorrectly shipped by Baker & Taylor requires an authorization to be returned. Product should be
returned within seven days of invoice date; must be returned within 45 days of the product's invoice date.
Product(s) meeting the definition of a Manufacturer’s defective may be returned with a prior authorization.
Products purchased with value-added processing services which have been shipped as ordered are considered
non-returnable, unless disc is defective. In which case a replacement of same title will be sent (multi disc sets
require all discs to be returned).
DAMAGED SHIPMENTS: If you receive a damaged carton(s) which resulted in damaged Audio/Video 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 AV Customer Service Rep via
the toll-free number above.
CLAIMING SHORTAGES: Please check your packing list or invoice before claiming shortages. All claims must be made
within 15 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.
All returns with RA# should be sent promptly to:
Baker & Taylor Returns Center
Dept. R
251 Mt. Olive Church Road
Commerce, GA 30599
Questions? Contact your B&T
AV Customer Service Rep (800-775-1200)
Email via AVInfo@Baker-Taylor.com or
LibraryA/Vcustomerservice@baker-taylor.com
Baker & Taylor A/V Sales 800.775-2600 x2050
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ATTACHMENT E
PRICING PROPOSAL
CUSTOMIZED LIBRARY SERVICES
CATALOGING & PROCESSING
PRINT MATERIAL
Based on the information contained in your Invitation for Bids, we are pleased to propose the following pricing for
print material. Baker & Taylor/CLS reserves the right to adjust pricing if the Library’s requirements change at any
time throughout the project. Should the library require additional services in collection development, cataloging,
processing, reporting, storage, or shipment, Baker & Taylor/CLS may adjust pricing accordingly. All items will be
supplied by CLS unless otherwise noted:
PRINT ONGOING COLLECTION SERVICES……………………………………………………………………………………………………$4.15/UNIT
INCLUDES:
1.
ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED
2.
ITEM LINKING
3.
PROJECT MANAGEMENT SUPPORT
4.
PROPERTY STAMP
5.
BARCODE LABEL
6.
CUSTOMER SUPPLIED RFID
7.
SPINE LABEL
8.
MYLAR JACKET (TAPED)
9.
LABEL PROTECTORS
SPOKEN WORD AUDIO ONGOING COLLECTION SERVICES……………………………………………………………………………$7.60/UNIT
INCLUDES:
1.
ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED
2.
ITEM LINKING
3.
PROJECT MANAGEMENT SUPPORT
4.
REPACKAGE INTO STANDARD DMP CASES
5.
DIGITAL MEDIA PROCESSING, TO INCLUDE: BARCODE LABEL, SPINE LABEL
6.
HUB LABEL ON EACH DISC
7.
CUSTOMER SUPPLIED RFID
♦
PLEASE NOTE, DUE TO SUPPLIER RESTRICTION, DIGITALLY SCANNED ARTWORK IS NOT AVAILABLE FOR BLACKSTONE AUDIO
PRODUCT.
ADDITIONAL SERVICES AVAILABLE AT THE LIBRARY’S REQUEST:
LAMINATE PAPERBACK COVERS (ADDITIONAL)
10 MIL TRADITIONAL LAMINATE………………................................................…………….....……………$2.29/UNIT
7 MIL CLEAR POLY LAMINATE…………………...……………………………………………….………...……………$2.15/UNIT
Original Cataloging Service Subscription...................................................................................$1,500.00/Year
(Provision of original cataloging services for customized service accounts, covering any and all formats.
Please note, this subscription price is subject to a 3% increase on an annual basis. However, should the
library choose to subscribe to our BTCat service, original cataloging charges will be waived. Please see
Attachment L for additional information about our BTCat services.)
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A/V MATERIAL
Based on the information provided, we are pleased to propose the following pricing for Audio Visual Material.
Please note: Pricing is subject to change based on specifications or case changes. If the library requires alternate
processing or cataloging requirements, it is at the discretion of CLS to adjust pricing accordingly.
DVD/BLU-RAY AND MUSIC CD ONGOING COLLECTION SERVICES…………………………………………………..……………… $5.45/UNIT*
INCLUDES:
1.
ADAPTIVE AND COPY CATALOGING UTILIZING Z39.50 PROTOCOL
2.
ITEM LINKING
3.
PROJECT MANAGEMENT SUPPORT
4.
REPACKAGE DVDS INTO STANDARD DMP CASES
5.
DIGITAL MEDIA PROCESSING, TO INCLUDE SPINE LABEL, BARCODE LABEL
6.
HUB LABELS ON EACH DISC
7.
CUSTOMER SUPPLIED RFID
* AV CATALOGING AND PROCESSING PRICES FOR CDS AND DVDS ARE FOR BOTH SINGLE AND MULTIPLE DISC RELEASES.
* PLEASE NOTE: CATALOGING/PROCESSING SERVICES ARE NOT AVAILABLE FOR PRODUCT ISSUED BY BUENA VISTA HOME
ENTERTAINMENT, A/K/A WALT DISNEY STUDIOS HOME ENTERTAINMENT (“BVHE”).
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DESCRIPTION OF CUSTOMIZED LIBRARY SERVICES
For over forty years, Baker & Taylor has led the industry in the provision of customized technical services for
libraries. We have developed a multitude of innovative services in the areas of collection management, cataloging
services and technical processing. Due to technological advances and the increased complexity of library operations
and projects, Baker & Taylor created the Customized Library Services (CLS) division in 1996. This consolidation of
resources and experience allowed our staff to better address the growing demand from libraries for more
customized, specialized and unique services. CLS is a separate operating unit, whose sole focus is Opening Day
Collections (ODC), Collection Expansions, Online Cataloging Solutions, Outsourcing Projects and Project
Management. CLS maintains its own staff of over 300 trained professionals to perform the unique services required
to provide complete library solutions. We currently serve over 400 libraries on an ongoing basis and complete over
60 ODC/Collection enhancement projects per year.
PROJECT SCOPE
Customized Library Services is fully capable of providing customized cataloging and processing services required by
the City of Chandler. In accordance with the library’s completed requirements, the following services will be
provided:
•
Customized adaptive and copy cataloging with CIP upgrades where needed utilizing Z39.50
protocol
•
Project Management Support
•
Custom cataloging/processing in support of material purchases
The basis of Customized Library Services’ business relationship with the City of Chandler will be a partnership,
based on mutually agreed upon roles, responsibilities, and obligations. Flexibility and responsiveness to
changing needs are fundamental requirements for ensuring a successful and mutually satisfying partnership
between the Library and CLS.
PROJECT MANAGEMENT APPROACH
The formation of Baker & Taylor’s Customized Library Services brought with it the development of a project-
oriented approach to Ongoing Collection Development, Opening Day Collections, and Ongoing Online
Cataloging and Processing. This approach allows our management team to schedule all facets of a project or
ongoing service and provides the foundation and framework for the entire project.
The first step is the establishment of a project team. All CLS project teams consist of a minimum of a project
manager
(Customer
Success
Manager),
collection
development
manager,
an
automation
specialist/cataloging/processing manager, and an account coordinator. Team members are responsible for
managing their assigned resources to complete the project. In addition, each team member works closely with
the project manager to ensure compliance with all requirements.
The development of the project team begins upon receipt of a completed Customer Needs Assessment or a
proposal request. The team immediately becomes part of the overall CLS response team and helps to develop
a custom approach that will successfully complete the project and meet the library’s requirements. Our
experience has shown that when the library sets up a team with similar project responsibilities and scope in
advance of the project or ongoing service startup, the documentation and implementation of services is more
efficient, accurate, and thorough. Additionally, the library’s internal project team, supported by a designated
library project manager, provides a central point of contact for all information. This helps to foster
communication and to ensure that all internal library timelines and schedules are met.
Upon successful award to CLS, the project manager contacts the library’s project coordinator to review the
next steps in the process and to schedule possible site visit dates. The team will also request samples of
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barcodes, genre labels, ownership labels or other labels as applicable. The project manager will work with the
library to schedule a series of conference calls including the appropriate CLS and library project team members.
The goal of these calls will be to establish connectivity to the library’s catalog, to review the cataloging and
processing specifications supplied in the proposal process (and further define them if needed), to profile any
collection development needs, and to assist in the coordination of any electronic ordering/account set up. At
the end of these conference calls, our project team members will review their notes and will provide a
comprehensive requirements documentation package to the library. Upon receipt of the library’s approval of
the requirements package, CLS will create cataloged and processed samples.
Your project manager will deliver these samples to the library, giving our team another opportunity to confirm
that we fully understand library requirements. At this time, the project manager can walk the library through
placing their first orders and can discuss details of a fulfillment schedule.
Ultimately, the key to successful project management is communication. Internally, CLS emphasizes and
focuses on team communication for facilitation and completion of all processes and tasks. Externally, this
communication is no less important. Team to team communication between the library and CLS builds a
confidence and the environment that is needed for the successful completion of any project. In support of this
“communications environment”, the project manager is responsible for establishing regular conference calls
with the library and all the CLS team members. These meetings serve a number of purposes, such as the regular
review of profiles, requirements, and project status updates. Our experience has also proven that these
meetings and calls aid in the development of the relationship between CLS and the library, promoting open
lines of communication and a forum for the discussion of any issues.
A final component of project management is consulting support. All CLS project managers have significant
project and delivery experience that can provide ongoing support and aid to the library. This knowledge base
is invaluable, assisting with all phases of a project from collection development strategy to delivery
implementation.
CATALOGING
Customized Library Services’ custom cataloging is Baker & Taylor’s premier service. CLS has performed online
cataloging, editing and maintenance for Libraries since 1989. Our staff has developed 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 Library of Congress and any Baker & Taylor created records in our Premier Cataloging Utility
(BTCat). 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.
Once all necessary information is gathered, the CLS project team will work with the library to determine the
best, most economical fit for the library.
Major Features of the CLS Preferred Cataloging Methodology (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. CLS considers the title, author, imprint/publisher, edition and date of publication when matching a record.
During the CLS profiling, the project team will document the appropriate attributes for matching records. When
a matching record is found, the appropriate item level information (examples: barcode number, list price,
collection code, etc.) is added and the record is saved to the library’s work file.
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If a record is not found in the library’s database or work file, the BTCat database is searched, followed by LC
MARC and other local resource databases.
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. Please note that the process of using OCLC
is available for OCLC Connexion Client members, upon CLS’ receipt of a signed third-party agreement (which
grants permission to our catalogers to access OCLC on the library’s behalf) and an OCLC authorization and
password for z39.50 connectivity to WorldCat. 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
quarterly 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 added. The record is then saved to the library’s work file.
If the matching record found is a pre-publication record level, the record is upgraded to meet LC standards and
is saved to the BTCat Bibliographic Database. The record is further edited to meet the library’s specifications
and appropriate item record is added. 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 your library opts to receive original cataloging
services and a matching record cannot be found in the multi-database search string, a request is forwarded to
an original cataloger in the CLS department. Our original catalogers will create a record according to RDA rules.
LC authority files are used to validate author and subject headings. Once the record is created, it is saved into
the BTCat Bibliographic Review File. Once the record has been reviewed and approved, it is saved in the BTCat
Bibliographic Database. The library’s assigned cataloger is notified, the record will be edited to meet
the library’s specification, and the appropriate item tag is added.
Titles sent to the library will have a full MARC record with the appropriate item tag, unless we are unable to
find a full record. If we cannot find a full record and the library does not subscribe to original cataloging
services, we can send the item without cataloging or with a brief record. The records will either be new
additions to the library’s catalog, edited and modified to the library’s standards, or existing records from the
library’s catalog.
When the cataloger has completed the order, thermal-printed label sets consisting of spine, barcode,
bibliographic, and other labels as required by the library are printed. The barcode is provided in a standard
format, with an eye readable number strip available. All other labels are customizable for font, pitch and
boldness. Options for label font include Courier, Times New Roman and Arial and pitches 12, 14, 16 and text
can be left justified or centered. For thin books, we can provide one line spine labels and for Picture Books we
can provide a larger font author letter spine label. The library will supply a unique barcode range, barcode
prefix, symbology and check digit, where applicable.
Call number and bibliographic information is extracted directly from the MARC record to ensure accuracy. After
the labels are printed, a file of MARC 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.
PROCESSING
The CLS department has over 300 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.
After cataloging is complete, 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
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processor attaches the spine label, barcode, 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.
RFID
Services also can include the application and linking of RFID tags. Baker & Taylor’s Customized Library Services
has provided RFID services for print and audiovisual material since 2001, and we have linked, printed and/or
applied tags for millions of items. As the number of vendors and product offerings has grown with regard to
RFID technologies, CLS too has grown in our vendor relationships and linking and application capabilities. We
currently work with 3M, Arcus, Bibliotheca, Envisionware, FE Technologies, ITG, Lib Convert, Libramation,
MKStaff, PV Supa and Tech-Logic. As this is a developing technology with unlimited potential for library use,
Baker & Taylor’s Customized Library Services will continue to support the needs and requirements of our
customers.
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 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.
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Attachment F
Baker & Taylor Book Leasing (Note 1/Note 2)
Popular Adult Book Leasing
Price
Per
Unit
Quota
Limit
Monthly
Quota
Units
Annual
Quota
Units
Annual
Investment
Annual
Prepay
Discount
#
Total
Annual
Investment
#
Price
Per
Unit
#
$20.50
$31.00*
10
120
$2,460.00
2%
$2,410.80
$20.09
Children’s and Teens Book Leasing
Price
Per
Unit
Quota
Limit
Monthly
Quota
Units
Annual
Quota
Units
Annual
Investment
Annual
Prepay
Discount
#
Total
Annual
Investment
#
Price
Per
Unit
#
$13.99
$20.00**
10
120
$1,678.80
2%
$1,645.22
$13.71
Large Print Book Leasing
Price
Per
Unit
Quota
Limit
Monthly
Quota
Units
Annual
Quota
Units
Annual
Investment
Annual
Prepay
Discount
#
Total
Annual
Investment
#
Price
Per
Unit
#
$24.99
$39.00
***
10
120
$2,998.80
2%
$2,938.82
$24.49
*
Books with a list price over the stated quota limit count as 2 (two) quota up to $41.00, and 3
(three) quota up to $51.00. Titles with a list price of $51.01 or more are valued at 4 quota.
**
Books with a list price over the stated quota limit count as 2 (two) quota up to $30.00, and 3
(three) quota up to $40.00. Titles with a list price of $40.01 or more are valued at 4 quota.
***
Books with a list price over the stated quota limit count as 2 (two) quota up to $49.00, and 3
(three) quota up to $59.00. Titles with a list price of $59.01 or more are valued at 4 quota.
#
There is a 2.0% discount off of the total plan price if the annual invoice is paid within 60
days. NOTE: The prepayment discounts are available to libraries paying via check or ACH;
prepayment incentives are not available for credit card or purchase card payments.
Note 1 - A sample plan size of 10 units per month is used above for reference. The Library may
request a plan of any size; the same per unit price and quota limit will apply.
Note 2 – Partial processing is already included in the plan cost. If the library would like to receive CLS
shelf ready services for their lease plan, there will be an additional cost, depending on the library’s
specifications.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
EXHIBIT C TO AGREEMENT
INSURANCE
INSURANCE
General.
A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to
do business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement shall not be deemed to apply to required Workers’
Compensation coverage.
B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.
C.
The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.
D.
The City in no way warrants that the minimum insurance limits contained in this Agreement
are sufficient to protect Contractor from liabilities that might arise out of the performance
of the Agreement services under this Agreement by Contractor, its agents, representatives,
employees, subcontractors, and the Contractor is free to purchase any additional insurance
as may be determined necessary.
E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.
F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall execute
a written contract with Subcontractor containing the same Indemnification Clause and
Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and obtaining
Certificates of Insurance and verifying the insurance requirements.
Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.
A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.
D.
Professional Liability. If the Agreement is the subject of any professional services or work
performed by the Contractor, or if the Contractor engages in any professional services or
work adjunct or residual to performing the work under this Agreement, the Contractor must
maintain Professional Liability insurance covering errors and omissions arising out of the
work or services performed by the Contractor, or anyone employed by the Contractor, or
anyone whose acts, mistakes, errors and omissions the Contractor is legally liable, with a
liability limit of $1,000,000 each claim and $2,000,000 all claims. In the event the Professional
Liability insurance policy is written on a “claims made” basis, coverage must extend for three
years past completion and acceptance of the work or services, and the Contractor, or its
selected Design Professional will submit Certificates of Insurance as evidence the required
coverage is in effect. The Design Professional must annually submit Certificates of Insurance
citing that the applicable coverage is in force and contains the required provisions for a three
year period.
E.
Technology Errors and Omissions Liability including Network Security and Privacy Liability
For Contracts under $500,000
Minimum Limits:
Per Loss
$ 3,000,000
Aggregate
$ 3,000,000
For Service Contracts over $500,001
Minimum Limits:
Per Loss
$ 5,000,000
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
Aggregate
$ 5,000,000
The policy shall cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this contract.
In the event that the professional liability insurance required by this Contract is written on a
claims-made basis, Contractor warrants that any retroactive date under the policy shall
precede the effective date of this Contract; and that either continuous coverage will be
maintained or an extended discovery period will be exercised for a period of two years
beginning at the time work under this Contract is completed.
If such insurance is maintained on an occurrence form basis, Contractor shall maintain such
insurance for an additional period of one year following termination of Contract. If such
insurance is maintained on a claims-made basis, Contractor shall maintain such insurance
for an additional period of three years following termination of the Contract.
If Contractor contends that any of the insurance it maintains pursuant to other sections of
this clause satisfies this requirement (or otherwise insures the risks described in this section),
then Contractor shall provide proof of same.
The insurance shall provide coverage for the following risks
a. Liability arising from theft, dissemination and / or use of confidential information (a
defined term including but not limited to bank account, credit card account, personal
information such as name, address, social security numbers, etc. information) stored or
transmitted in electronic form
b. Network Security Liability arising from the unauthorized access to, use of or tampering
with computer systems including hacker attacks, inability of an authorized third party, to
gain access to your services including denial of service, unless caused by a mechanical or
electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise causing
damage to, a customer’s or third person’s computer, computer system, network or
similar computer related property and the data, software, and programs thereon.
Additional Requirements:
a. The policy shall provide a waiver of subrogation
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to the City, its officers,
officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
2. The Contractor's insurance coverage must be primary insurance with respect to the City,
its officers, officials, agents, and employees. Any insurance or self-insurance maintained
by the City, its officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from Work
performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of three
years following completion and acceptance of the Work. The Contractor must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
three year period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements or
obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post
Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance company
refuses to provide the required notice, the Contractor or its insurance broker shall notify
the City of any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
NONE
Docusign Envelope ID: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
Certificate Of Completion
Envelope Id: E3C6FB66-0A17-4D0C-BBC5-3AD6BB7C7F7F
Status: Sent
Subject: Complete with Docusign: 4843 Agreement Baker & Taylor Edit Page 1.pdf, 4843 Agreement Baker Tay...
EDMS Application: CC-AGRMTS
Source Envelope:
Document Pages: 39
Signatures: 1
Envelope Originator:
Certificate Pages: 5
Initials: 0
Saranna Davidson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-07:00) Arizona
PO Box 4008
Chandler, 85244
Saranna.Davidson@chandleraz.gov
IP Address: 198.241.2.1
Record Tracking
Status: Original
10/14/2024 | 11:40 AM
Holder: Saranna Davidson
Saranna.Davidson@chandleraz.gov
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Chandler
Location: DocuSign
Signer Events
Signature
Timestamp
Jennifer Rhyne
Jennifer.Rhyne@baker-taylor.com
Director, Pricing Services
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.184.255.217
Sent: 10/14/2024 | 11:52 AM
Resent: 10/15/2024 | 09:32 AM
Resent: 11/21/2024 | 03:09 PM
Resent: 11/21/2024 | 03:12 PM
Viewed: 11/21/2024 | 03:16 PM
Signed: 11/21/2024 | 03:29 PM
Electronic Record and Signature Disclosure:
Accepted: 10/23/2024 | 06:11 PM
ID: 92555171-2c12-4485-aeca-dd9b5ac1d32d
Records Division
Signing Group: Records Division
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Daniel Brown
Daniel.Brown@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/1/2021 | 08:17 AM
ID: 563d172a-e614-4b9b-b2a1-61a0afc8280a
Kevin Hartke
kevin.hartke@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 6/28/2021 | 11:17 AM
ID: 2531f230-027c-41f7-9166-1189df6a8c8f
Dana DeLong
Dana.DeLong@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Signer Events
Signature
Timestamp
Accepted: 6/28/2021 | 01:03 PM
ID: e796186e-c533-4a41-978c-34d69e29778a
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Records Division
Records Management Administrator
City of Chandler
Signing Group: Records Division
Security Level: Email, Account Authentication
(None)
Sent: 11/21/2024 | 03:29 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Rosenda Contreras
Rosenda.Contreras@chandleraz.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/30/2022 | 01:24 PM
ID: fd43dfe1-51e8-4292-b795-54e27b662b8e
Jennifer Rhyne
Jennifer.Rhyne@baker-taylor.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 10/23/2024 | 06:11 PM
ID: 92555171-2c12-4485-aeca-dd9b5ac1d32d
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
10/14/2024 | 11:52 AM
Envelope Updated
Security Checked
11/20/2024 | 09:33 AM
Envelope Updated
Security Checked
11/20/2024 | 09:33 AM
Envelope Updated
Security Checked
11/20/2024 | 09:33 AM
Envelope Updated
Security Checked
11/20/2024 | 09:33 AM
Envelope Updated
Security Checked
11/20/2024 | 09:33 AM
Envelope Updated
Security Checked
11/20/2024 | 09:33 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Chandler (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.15 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 4/14/2021 | 08:43 AM
Parties agreed to: Jennifer Rhyne, Daniel Brown, Kevin Hartke, Dana DeLong, Rosenda Contreras, Jennifer Rhyne
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Chandler:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: esignature@chandleraz.gov
To advise City of Chandler of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at esignature@chandleraz.gov and
in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from City of Chandler
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to esignature@chandleraz.gov and in the
body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Chandler
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to esignature@chandleraz.gov and in the body of such request you must state
your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify City of Chandler as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Chandler during the course of your relationship with City of
Chandler.