HomeMy WebLinkAboutItem 12b - Primary Library Materials Vendor Services
DATE: July 3, 2018
TO: Honorable Mayor and City Council
FROM: Darlene Bradley, Directory of Library and Museum Services
By: Roger Hiles, Library Services Manager
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH BAKER & TAYLOR
TO PROVIDE PRIMARY LIBRARY MATERIALS VENDOR SERVICES IN
AN AMOUNT NOT TO EXCEED $213,300
Recommendation: Approve
SUMMARY
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute, a Professional Services Agreement with Baker & Taylor for primary
library material vendor services for a period of three (3) years with an option to renew for a
maximum of three (3) additional one (1) year terms in an amount not to exceed $213,200
per year. Sufficient funds are available in the City’s Fiscal Year 2018-19 Operating
Budget.
BACKGROUND
In order to facilitate and expedite the acquisition of library materials, such as printed
books and physical media items, as well as to maximize publisher discounts, the Library
utilizes the services of a primary library materials vendor. Purchasing most materials
through a single vendor simplifies the selection, ordering, and shipping process and
allows the Arcadia Public Library access to higher volume pricing discounts from
publishers.
DISCUSSION
In May 2018, proposals were solicited for primary library material vendor services. A
notice was published in the Arcadia Weekly newspaper and a Request for Proposals
was mailed to three vendors who are known to have expertise in the provision of these
services and materials. One vendor declined to respond, but two sealed proposals
were received and opened on June 5, 2018.
Professional Services Agreement with Baker &
Taylor for Primary Library Materials
July 3, 2018
Page 2 of 3
A committee comprised of four City staff members convened to review and rate the
proposals using a 100-point evaluation system. The proposals were evaluated
according to understanding of the scope of services requested, related experience,
customer references, quality of the proposal, and discount schedules provided. Figure
1.1 is a summary of the average scores and final rank.
Figure 1.1 – Average Scores for Library Materials Vendors
It was decided by the committee that Baker & Taylor offered the best service and price
for the needs of the Arcadia Public Library.
Baker & Taylor is the leading supplier of materials for library patrons of all ages,
including adults, children, and teens. Their national distribution network is comprised
four book and audiovisual distribution centers that maintain a combined inventory of 18
million items. In addition to items in their distribution centers, they maintain a database
of 10 million other items that can be ordered from their suppliers. They maintain an
online portal which simplifies selection, ordering, payments, and delivery. They can
provide electronic records which can be uploaded into the Library’s Integrated Library
System. Baker & Taylor is the Library’s current vendor and they have provided quality
services. Therefore, it is recommended that they be awarded the contract.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California Environmental
Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the
environment. Thus, this matter is exempt under CEQA.
Company Name and
Headquarters Location
THOROUGHNESS &
UNDERSTANDING OF
SCOPE OF SERVICES
EXPERIENCE
OF FIRM REFERENCES
PROPOSAL
QUALITY
COST
PROPOSAL
TOTAL
(1) Baker & Taylor,
Charlotte, NC
25 20 20 9 25
99
(2) Ingram Library
Services, La Vergne, TN
20
20
17
9
25
91
Professional Services Agreement with Baker &
Taylor for Primary Library Materials
July 3, 2018
Page 3 of 3
FISCAL IMPACT
A total of $213,200 has been proposed in the FY 2018-19 Operating Budget for library
materials for adults and children, providing adequate funds for the proposed purchases
through the services of Baker & Taylor.
These purchases represent a discount of up to 46.2% off list price depending on
product category.
RECOMMENDATION
It is recommended that the City Council approve, and authorize and direct the City
Manager to execute, a Professional Services Agreement with Baker & Taylor for primary
library materials vendor in an amount not to exceed $213,200.
Attachment: Proposed Professional Services Agreement
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
PRIMARY LIBRARY MATERIALS VENDOR
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ______________, 20__
by and between the City of Arcadia, a charter city organized under the Constitution and
laws of the State of California with its principal place of business at 240 West Huntington
Drive, Arcadia, California 91066-6021 ("City") and BAKER & TAYLOR, a Delaware
Corporation with its principal place of business at 2550 W. Tyvola Road, Suite 300,
Charlotte, NC 28217 ("Consultant"). City and Consultant are sometimes individually
referred to as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experie nced in providing Primary Library
Materials Vendor services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Primary Library
Materials Vendor project (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipm ent, services, and incidental and
customary work necessary to fully and adequately supply the professional primary library
materials vendor consulting services necessary for the Project ("Services"). The
Services are more particularly described in Exhibit "A" attached hereto and incorporated
herein by reference. All Services shall be subject to, and performed in accordance with,
this Agreement, the exhibits attached hereto and incorporated herein by reference, and
all applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2018 to June
30, 2021, with an option to renew for a maximum of three (3) additional one (1) year
terms, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, Consultant may substitute
other personnel of at least equal competence upon prior written approval of City. In the
event that City and Consultant cannot agree as to the substitution of key personnel, City
shall be entitled to terminate this Agree ment for cause. As discussed below, any
personnel who fail or refuse to perform the Services in a manner acceptable to the City,
or who are determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or
property, shall be promptly removed from the Project by the Consultant at the request of
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the City. The key personnel for performance of this Agreement are as follows: Janice
Lentz and David Hargrave.
3.2.5 City’s Representative. The City hereby designates Darlene Bradley,
Director of Library and Museum Services, or his or her designee, to act as its
representative for the performance of this Agreement (“City’s Representative”). City’s
Representative shall have the power to act on behalf of the City for all purposes under
this Contract. Consultant shall not accept direction or orders from any person other than
the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Janice
Lentz, Public Library Consultant, California & Nevada, or his or her designee, to act as its
representative for the performance of this Agreement (“Consultant’s Representative”).
Consultant’s Representative shall have full authority to represent and act on behalf of the
Consultant for all purposes under this Agreement. The Consultant’s Representative shall
supervise and direct the Services, using his best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff, consultants
and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees . Consultant shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Finally, Consu ltant
represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall
be maintained throughout the term of this Agreement. As provided for in the
indemnification provisions of this Agreement, Consultant shall perform, at its own cost
and expense and without reimbursement from the City, any services necessary to correct
errors or omissions which are caused by the Consultant’s failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant and
shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
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violations of such laws and regulations in connection with Services. If th e Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, and employees free and harmless, pursuant to the indemnification provisions of
this Agreement, from any claim or liability arising out of any failure or alleged failure to
comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform and
Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and
shall ensure that any subcontractors hired by Consultant to perform services under this
Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify,
defend and hold harmless the City, its directors, officials, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant, are
not authorized to work in the United States for Consultant or its subcontractor and/or any
other claims based upon alleged IRCA violations committed by Consultant or Consultant's
subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it
has secured all insurance required under this section. In addition, Consultant shall not
allow any subcontractor to commence work on any subcontr act until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section; provided, however, that in lieu thereof, the Consultant may provide
evidence to the City that all subcontractors are additional insureds under the Consultant’s
policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also name
and obtain insurer’s consent to naming City, its directo rs, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. [INTENTIONALLY
OMITTED]
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(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate limit
of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence
limit; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage; and (3) Workers’ Compensation and Employer’s Liability:
Workers’ Compensation limits as required by the Labor Code of the S tate of California.
Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. [INTENTIONALL IMITTED]
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services operations
and for completed operations performed by or on behalf of the Consultant, including
materials, parts or equipment furnished in connection with such work; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors, officials,
officers, and employees, or if excess, shall stand in an unbroken chain of coverage excess
of the Consultant’s scheduled underlying coverage. Any insurance or self -insurance
maintained by the City, its directors, officials, officers, employees and volunteers shall be
excess of the Consultant’s insurance and shall not be called upon to contribute with it in
any way.
(B) Automobile Liability. [INTENTIONALLY OMITTED]
(C) Workers’ Compensation and Employers Liability
Coverage. [INTENTIONALLY OMITTED]
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to non -
payment of premium, ten (10) days notice of cancellation for non -payment of premium
may instead be given to the City.; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage
provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
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provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self -insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and administrative
and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VII, admitted or approved to do
business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The
certificates and endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf, and shall be on forms provided
by the City if requested. Copies of all certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to re quire
complete, certified copies of all required insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its work
so as to avoid injury or damage to any person or property. In carrying out its Services,
the Consultant shall at all times be in compliance with all applicable local, state and
federal laws, rules and regulations, and shall exercise all necessary precautions for the
safety of employees appropriate to the nature of the work and the conditions under which
the work is to be performed. Safety precautions as applicable shall include, but shall not
be limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, suc h as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries;
and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant’s obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
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3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City’s prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed TWO
HUNDRED THIRTEEN THOUSAND TWO HUNDRED DOLLARS ($213,200) per year
without written approval of the City Manager. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth
in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within forty -five (45) days
of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate woul d be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, aud it, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any t ime and without
cause by giving written notice to Consultant of such termination, and specifying the
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effective date thereof, at least seven (7) days before the effective date of such termination.
Upon termination, Consultant shall be compensated only for those services which have
been adequately rendered to City, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause. A
termination without cause by City shall not act as or be deemed a waiver of any potential
known or unknown City claims associated with Consultant’s performance prior to the date
of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this pu rpose:
Consultant:
Baker & Taylor
2550 W. Tyvola Road
Charlotte, NC 28217
ATTN: Lee Ann Queen, Director, Pricing Services
City:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91007
ATTN: Darlene Bradley, Director of Library and Museum Services
Such notice shall be deemed made when personally delivered or when mailed, forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the
party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
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property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement (“Documents & Data”). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant
or provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at City’s sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any purposes
other than the performance of the Services. Nor shall such materials be di sclosed to any
person or entity not connected with the performance of the Services or the Project.
Nothing furnished to Consultant which is otherwise known to Consultant or is generally
known, or has become known, to the related industry shall be deemed c onfidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any
publicity pertaining to the Services or the Project in any magazine, trade paper,
newspaper, television or radio production or other similar medium without the prior written
consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, ca uses of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney’s fees and other related costs and expenses. Notwithstanding the
foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8,
the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
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to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant. Consultant shall defend with Legal Counsel of City’s
choosing, at Consultant’s own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, of ficials,
officers, and employees, in any such suit, action or other legal proceeding arising from
Consultant’s performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by the active negligence or willful misconduct by the City or
its directors, officials, officers, and employees. Consultant shall reimburse City and its
directors, officials, officers, and employees, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant’s obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials, officers, and employees, and
shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether or
not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney’s Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorneys’ fees and all other costs of such action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
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3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
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3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall include,
but not be limited to, all activities related to initial employment, upgrading, demotion,
transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall
also comply with all relevant provisions of City's Minority Business Enterprise program,
Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are
hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
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In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA Baker & Taylor
By____________________________ By ____________________________
Dominic Lazzaretto Signature
City Manager
Date: ______________________ ______________________________
Print Name and Title
ATTEST: Date: _________________________
___________________________ By____________________________
City Clerk Signature
APPROVED AS TO FORM: ______________________________
Print Name and Title
___________________________ Date: _________________________
Stephen P. Deitsch
City Attorney CONCUR:
______________________________
Darlene Bradley, Director of Library and
Museum Services
A-1
EXHIBIT "A"
SCOPE OF SERVICES
1. Consultant shall supply all formats of print and media materials including, but not
limited to books for adults, teens and children in all binding formats, best-selling
titles, fiction and nonfiction titles covering all subjects and genres, DVDs, Blu-Rays,
audio books on CD, music CDs, adult and juvenile reference materials, adult and
juvenile international language materials, and graphic novels.
2. All ordering must be done through an electronic, online system. Online, real time
order status/tracking is highly desired. Ordering system musty provide duplicate
checking, merging and transferring of carts between users, and batch ordering via
ISBNs.
3. Consultant shall provide MARC records for download into the Library’s ILS.
4. Consultant shall provide a substantial discount on all types of materials with free
shipping and delivery.
5. Consultant shall provide quick order to delivery service.
6. Consultant shall provide two copies of a detailed invoice before payment(s) can be
made.
7. Consultant shall offer the option to pay invoices on a monthly statement.
8. Consultant shall provide excellent customer service and shall respond to all
inquiries within one business day.
B-1
Exhibit "B"
SCHEDULE OF SERVICES
The term of this Agreement shall be from July 1, 2018 to June 30, 2021, with an option
to renew for a maximum of three (3) one (1) year terms thereafter.
C-1
Exhibit "C"
COMPENSATION
Consultant shall be compensated up to an amount not to exceed $21 3,200 per year
based on itemized cost of materials provided.