STAFF REPORT
LIBRARY AND MUSEUM SERVICES DEPARTMENT
DATE: July 21, 2026
TO: Honorable Mayor and City Council
FROM: Samantha Alba, Interim Director of Library and Museum Services
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH INGRAM FOR THE
PURCHASE OF LIBRARY MATERIALS IN AN AMOUNT NOT TO EXCEED $169,000
CEQA: Not a Project
Recommendation: Approve
SUMMARY
The purpose of this report is to seek City Council approval of a Professional Services Agreement (“Agreement”) with Ingram for the purchase of library materials. Approval of the A greement will ensure the Arcadia Public Library can continue to efficiently purchase materials that support the Library’s collection development goals and meet the needs of the community.
It is recommended that the City Council approve a Professional Services Agreement with Ingram for the purchase of library materials in an amount not to exceed $169,000 for Fiscal Year 2026-27, with the option to renew for five (5) additional one (1) year terms. It is further recommended that the City Council delegate the authority to approve such optional renewals to the City Manager, without returning to the City Council for further approval, provided that any annual cost adjustments remain within recognized inflationary levels.
BACKGROUND
The Arcadia Public Library utilizes a library materials vendor to facilitate the efficient acquisition of printed books and physical media. Utilizing a full -service library materials vendor streamlines the selection, ordering, processing, and delivery of PSA with Ingram for the purchase of Library Materials
July 21, 2026
materials while providing access to publisher discounts that are generally unavailable through direct purchasing.
The selected vendor will support the Library’s ongoing collection development efforts by providing timely access to a broad range of materials, reliable fulfillment services, and responsive customer support.
DISCUSSION
A Request for Proposals was published on May 26, 2026, with proposals due on June 19, 2026. Three vendors submitted proposals : Barnes & Noble, Follett Content Solutions, and Ingram.
A five-member evaluation committee comprised of City staff reviewed and rated the proposals using a 100-point evaluation system. The proposals were evaluated based on the following criteria:
• Thoroughness and understanding of the scope of work
• Related experience
• References
• Proposal Quality
• Cost Proposal
Figure 1.1 summarizes the average evaluation scores and final rank ing of the two highest scoring candidates. The third candidate scored significantly lower in one or more evaluation areas considered by the review committee and was not further considered.
Figure 1.1 – Average Scores for Library Materials Vendors
COMPANY
NAME
THOROUGHNESS
&
UNDERSTANDIN
G
RELATED
EXPERIENCE REFERENCES PROPOSA
L QUALITY
COST
PROPOSA
L
TOTAL
Barnes &
Noble 16 11 13 12.6 20 72.6
Ingram 24.6 20 15 19.6 20 99.2
PSA with Ingram for the purchase of Library Materials
July 21, 2026
Barnes & Noble’s proposal lacked sufficient detail in several key areas, leaving a few of the Library’s questions unanswered. The overall presentation of the proposal could have provided a more comprehensive description of the vendor’s capabilities and how its services would meet the operational needs of the Arcadia Public Library.
Based on the information provided, Barnes & Noble’s services appear to be primarily geared toward school libraries and bulk educational purchasing rather than the operational needs of a public library . The proposed trade book discount structure generally ranges from 20 to 35 percent off the list price, with discounts varying based on order volume.
In addition, Barnes & Noble does not currently integrate with the Library’s existing Integrated Library System (“ILS”), Koha, and does not provide Machine Readable Cataloging ( “MARC”) records, both of which are important components of the Library’s Cataloging and Acquisitions workflow. The proposal also indicated that purchases are non -returnable, limiting the Library’s flexibility in managing its collections.
Barnes & Noble ’s proposed shipping costs would likely increase acquisition costs.
Free shipping is available only for orders exceeding $500. Orders below that threshold incur a shipping charge of $4.99 for the first item and $.99 for each additional item. Given the Library’s purchasing patterns, these shipping costs could have a significant impact on the materials budget over the course of the contract.
In contrast, Ingram’s proposal was thorough, well organized, and highly responsive to the Library’s needs. The proposal addressed each question individually and provided detailed information regarding the company’s services and capabilities.
Ingram maintains an extensive inventory of more than 13 million unique titles and approximately 67 million items in stock, providing breadth and depth of a collection necessary to support the Library’s diverse collection development goals.
The proposal also included references from libraries who use the same ILS as the Arcadia Public Library . This experience demonstrates familiarity with the Library’s existing workflow and technical requirements. In addition, Ingram offers complimentary collection development tools , such as iCurate, which provides full- text reviews. Ingram has 35 librarians who curate title recommendations and provide PSA with Ingram for the purchase of Library Materials
July 21, 2026
both brief and full-level MARC records to support efficient cataloging and processing.
With respect to shipping, Ingram provides prepaid freight from its primary and secondary distribution centers, with only a $3 fuel surcharge applied to orders.
Ingram also offers a competitive discount structure, including a 40% discount on trade hardcovers, quality paperbacks, and mass market paperbacks priced at $14.99 or higher.
Based on the evaluation results, Ingram provides the best overall value to the City by offering competitive pricing, robust technical integration, comprehensive collection development tools, and services that align with the operational needs of the Arcadia Public Library.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), as it can be seen with certainty that it will have no impact on the environment.
FISCAL IMPACT
Sufficient funds for the proposed purchases have been budgeted in the City’s F iscal Year 2026-27 Operating Budget. Funding for future years will be requested in their respective operating budgets.
RECOMMENDATION
It is recommended that the City Council determine this action is not a project under the California Environmental Quality Act (“CEQA”); and approve, authorize, and direct the City Manager to execute a Professional Services Agreement with Ingram for the purchase of library materials in an amount not to exceed $169,000 per year, with the option to renew for five (5) additional one (1) year terms. It is further recommended that the City Council delegate the authority to approve such optional renewals to the City Manager, without returning to the City Council for further approval, provided that any cost adjustments remain within recognized inflationary levels.
PSA with Ingram for the purchase of Library Materials
July 21, 2026
Attachment: Proposed Professional Services Agreement
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
LIBRARY MATERIALS VENDOR
This Agreement is made and entered into as of ________________, 20____ by and between the City of Arcadia, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 (“City”), and INGRAM LIBRARY SERVICES, a Corporation, with its principal place of business at One Ingram Blvd., La Vergne, TN 37086 hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
LIBRARY MATERIALS VENDOR (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $ 169,000 ONE HUNDRED SIXTY - NINE THOUSAND DOLLARS. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work
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performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City , and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment unde r the contract for inspection by City.
5. Term
The term of this Agreement shall be from August 1, 2026 to June 30, 2027, with the option to renew on a year -by-year basis for a maximum of five (5) additional one (1) year terms unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
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7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under sim ilar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City .
No employee or agent of Consultant shall become an employee of City . The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
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(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability Consultant
shall procure and submit evidence of insurance for at
least five (5) years from the time that all work under
this Agreement is completed.
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self -insured retention, subject to written approval by the City , and provided that such deductibles shall not apply to the City as an additional insured.
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b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, ag ents, and representatives as additional insureds and blanket endorsements are not acceptable.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its
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profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement.
The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
f. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
g. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
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h. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract.
However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self -insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement.
Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. i. Qualifying Insurers
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(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
j. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
k. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. All subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
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a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify, and/or hold harmless arise out of Consultant’s performance of “design professional services” (as that term is defined under Civil Code section 2 782.8), then upon Consultant obtaining a final adjudication that liability under a claim is caused by the comparative active negligence or willful misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair , Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Section s 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
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b. If the s ervices are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring a nd enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.
Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City .
Consultant shall defend, indemnify and hold the City , its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the
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reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services perform ed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
1 7. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
18. Organization
Consultant shall assign _________________________ as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066
Attn: Samantha Alba, Interim Director
CONSULTANT:
Ingram Library Services
One Ingram Blvd.
La Vergne, TN 37086
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of Library & Museum Services Kate Collingwood, Sr. Contract Management Specialist
and shall be effective upon receipt thereof.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
22. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the Sta te or Federal Constitutions. 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.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
26. Non-Waiver
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None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
29. 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 director, official, 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. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND INGRAM LIBRARY SERVICES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ARCADIA INGRAM LIBRARY SERVICES
By: By:
Dominic Lazzaretto Signature
City Manager
Date: Its:
ATTEST: Printed Name
By: Date:
City Clerk
APPROVED AS TO FORM By:
Signature
By: Its:
Michael Maurer
City Attorney
Printed Name
15 Updated Feb. 2020
EXHIBIT A
Scope of Services
The consultant must provide the following services, but not be limited to:
1. Vendor shall supply all formats of print and media materials including but not limited to books for adults, teens, children in all binding formats, best-selling titles, fiction, and nonfiction titles covering all subjects and genres, 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 required. Ordering systems must provide duplicate checking, merging, and transferring of carts between users, and batch ordering ISBNs.
3. Vendors must have a successful track record with a Koha open-source Integrated Library System (ILS).
4. Vendor shall provide MARC records for downloading in the Library’s ILS.
5. Quick order-to-delivery is highly desired.
6. Vendor shall provide a minimum of twelve (12) user accounts.
7. Must be able to provide onsite demonstration of products and staff training.
8. The City of Arcadia requires that all prices include shipping and delivery.
9. Two copies of a detailed invoice shall be submitted before payment(s) can be made.
10. The City of Arcadia reserves the option to pay invoices on the monthly statement.
11. The City of Arcadia requires excellent customer service, including but not limited to, a written (email or fax) response to all inquiries within one (1) business day.
16 Updated Feb. 2020
EXHIBIT B
Schedule of Charges/Payments
Consultant will send a detailed invoice before payment may be made. The Consultant shall be paid for materials rendered by the Consultant up to an amount not to exceed $169,000 per year based on itemized cost of materials provided.