CPMS
Agenda Item A.8
CONSENT CALENDAR
Meeting Date: August 18, 2026
TO: Mayor and Councilmembers
SUBMITTED BY: JoAnne Plummer, Neighborhood Services Director PREPARED BY: Elizabeth Saucedo, City Librarian
SUBJECT: Approval of General Services Agreement with Ingram Library Services LLC for Library Materials Services
RECOMMENDATION:
Authorize the City Manager to execute a General Services Agreement between the City of Goleta and Ingram Library Services LLC for library materials services, for a total not - to-exceed amount of $500,000 with a termination date of December 31, 2027.
BACKGROUND:
The Library Division (Library) acquires print materials in accordance with its Collection Development Policy, which directs the purchase of materials “to meet the informational, educational, and recreational needs of the residents of the City of Goleta and its neighboring Zone 4 communities.”
Public libraries traditionally utilize agreements with professional vendors to obtain “shelf- ready” services. Through these agreements, books and other physical materials are delivered already labeled, cover ed, and cataloged according to the Library’s specifications. Vendors also typically provide electronic ordering and invoicing systems, streamlining the procurement process and allowing new materials to enter circulation more quickly for immediate use by patrons throughout the Black Gold Cooperative Library System (Black Gold).
DISCUSSION:
The City of Goleta (City) has contracted with Baker and Taylor, LLC (Baker & Taylor) for library materials services since assuming operation of the Library in 2018. In December 2025, Baker & Taylor discontin ued operations after nearly 200 years of business .
Following this announcement, staff began evaluating alternative professional vendors for library materials services . K ey considerations included discounts and pricing; order fulfillment rates and lead times; breadth, quality , and relevance of available materials; customer service and onboarding support; and capacity of the vendor during a period of significant national demand.
1 Meeting Date: August 18, 2026
Section 3.05.040 of the Goleta Municipal Code (Methods of Purchasing and Exceptions) specifies that certain purchases are exempt from the competitive bid process, including books. As such, staff independently completed a thorough evaluation of leading national vendors whose service profiles were comparable to that of Baker & Taylor and identified Ingram Library Services LLC (Ingram) as the strongest option based on the aforementioned criteria.
The agreement’s not-to-exceed amount of $500,000 (Attachment 1) includes the cost of selecting, ordering, processing, cataloging, and shipping the materials . The terms also provide the option to extend the agreement for up to two (2) additional one (1) -year periods.
During the interim period without vendor-provided shelf -ready services, the Library’s collection development team has been purchasing unprocessed materials from Chaucer’s Books, T he Book Loft, Ingram, and Amazon. All processing and cataloging tasks have been performed in-house by existing staff, resulting in significant unanticipated workload with numerous additional steps before materials can enter circulation for patron use throughout Black Gold. Several staff members received cross-training and professional development to support completion of this increased volume of new materials during peak summer activity . Despite these challenges, t he Library team has maintained excellent service quality and high levels of outreach and programming. Once shelf-ready services are reinstated, staff time will be able to be redirected to other essential public service functions.
GOLETA STRATEGIC PLAN:
City-Wide Initiative: 3. Ensure Financial Stability
Strategic Goal: 3.3 Maintain sound fiscal policies and budgeting principles
City-Wide Initiative: 8. Enhance the Efficiency and Transparency of City Operations Strategic Goal: 8.1 Provide professional, efficient, and responsible customer service
FISCAL IMPACTS:
The Fiscal Year 2026 -27 budget includes an allocation of $170,000 for Books & Subscriptions for the Library Services Division. The planned encumbrances for the Ingram contract for FY 2026-27 total $110,000, with the balance of the allocation utilized for audio visuals, periodicals, digital subscriptions and new materials needed during the onboarding process with Ingram.
The contract authority of $500,000 provides for the opportunity of possible time extensions over future budget cycle periods through December 2029 at the current annual allocation amounts, allowing for potential increased budget.
The table below designates the specific Library funds that will be used to encumber existing budget into a new purchase order with Ingram. No new allocations are requested as part of this report or resulting from the execution of this agreement. 2 Meeting Date: August 18, 2026
Ingram Library Materials Services, FY 2026-27
Funding
Source Account
FY 2026-27
Current
Budget
YTD Actuals &
Encumbrances
FY 2026-27
Encumbrance
for Ingram
Total
Remaining
Available
Budget
Development
Impact Fees
223-20-2100-
51035 $92,500 $10,082 $70,000 $12,418
County Per
Capita
208-20-2100-
51035 $7,500 $4,503 $0 $2,997
County Per
Capita
209-20-2200-
51035 $35,000 $10,563 $20,000 $4,437
County Per
Capita
210-20-2300-
51035 $35,000 $10,063 $20,000 $4,937
Total $170,000 $35,210 $110,000 $24,790
ALTERNATIVES:
Council may elect not to authorize the City Manager to execute this agreement for library materials services and may direct staff to further evaluate other vendors. However, in the interim staff would have to continue purchasing unprocessed materials for i n-house cataloging and processing, resulting in less efficient workflows and decreased access to materials throughout Black Gold.
LEGAL REVIEW BY: Isaac Rosen, City Attorney
APPROVED BY: Robert Nisbet, City Manager
ATTACHMENTS:
1. Agreement for General Services between the City of Goleta and Ingram Library Services LLC
3 ATTACHMENT 1
Agreement for General Services Between the City of Goleta and Ingram Library Services LLC
4 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
Project Name: City of Goleta Library Division Print Materials Services
AN AGREEMENT FOR GENERAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
INGRAM LIBRARY SERVICES LLC
THIS GENERAL SERVICES AGREEMENT (“Agreement”), made and entered into this 18th day of August 2026, by and between the CITY OF GOLETA, a municipal corporation (hereinafter referred to as "City"), and Ingram Library Services LLC (hereinafter referred to as "Service Provider").
SECTION A. RECITALS
1. T his Service Provider will be providing Library materials services (including, but not limited to, processing, cataloging, ordering, and invoicing) in conjunction
with the collection development function of the Library Division; and
2. Service Provider represents that it is sufficiently experienced and capable of providing the services agreed to herein and are sufficiently familiar with the needs of the City; and
3. Service Provider was recommended for award of this Agreement in compliance with Goleta Municipal Code Section 3.05.080; and
4. T he City Council, on this 18
th day of August 2026, approved this
Agreement and authorized the City Manager to execute the Agreement.
SECTION B. TERMS
1. RETENTION OF SERVICE PROVIDER
City hereby retains Service Provider, and Service Provider hereby accepts such engagement, to perform Library materials services, as requested, and attached herein as Exhibit “A: Scope of Services”. Service Provider warrants it has the qualifications, experience and facilities to properly and timely perform said services.
2. COMPENSATION AND PAYMENT
(a) Maximum and Rate. The total compensation earned by or payable to the Service Provider, by the City, for any and all services under this Agreement are estimated to be $500,000, and SHALL NOT EXCEED the sum of $500,000 over the life of the Agreement, subject to the discounts, freight terms, and paym ent terms Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 5 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
outlined in Exhibit B, attached hereto and incorporated herein, and shall be earned on the following basis:
At the rates and with reimbursement to the Service Provider for those expenses set forth in Service Provider's Schedule of Fees marked Exhibit "B," attached and incorporated herein.
(b) Payment. All payments shall be made within 30 days after the Service Provider has provided the City with written verification of the actual compensation earned, which written verification shall be in the form of an accurate invoice.
3. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by the Service Provider shall be accomplished under the general direction of, and coordinate with, the City's "Project Manager", as that staff person is designated by the City from time to time, and who presently is the City Librarian.
4. PROGRESS AND COMPLETION
Project Manager shall assign, in writing, Service Provider with discrete small projects. Service Provider shall commence work on the services to be performed on each project as requested and authorized by the Project Manager.
5. AGREEMENT PERFORMANCE
Non-Exclusivity. This Agreement is non-exclusive. City reserves the right to retain, employ, Agreement with other qualified providers of services during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate.
Ability to Perform. The Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all applicable federal, state, county, city, and special district laws, ordinances, and regulations.
Laws to be Observed. The Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of Goleta ordinances, regulations and adopted codes during its performance of the work.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 6 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
Payment of Taxes. The Agreement prices shall include full compensation for all taxes which the Service Provider is required to pay.
Permits and Licenses. The Service Provider shall procure all permits and licenses, pay all charges and fees, and give all notices necessary.
Minimum Wage. The Service Provider shall comply with applicable minimum wage laws in the state(s) in which its employees perform the obligations outlined in this Agreement. Service Provider agrees to indemnify, defend and hold City harmless from any claim that appropriate minimum wages should have been paid, and shall be liable for the payment of the same and any penalties thereon.
Safety Provisions. The Service Provider shall conform to the applicable rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety.
Preservation of City Property. If City property is injured or damaged as a result of the Service Provider's operations, it shall be replaced or restored at the Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when the Service Provider began work.
Immigration Act of 1986. The Service Provider warrants on behalf of itself and all subcontractor Providers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
Nondiscrimination. The City reaffirms its ongoing commitment to equality in the conduct of City business, and prohibits any policy, plan, program, custom or practice, including harassment, in the conduct of City business. No discrimination or discriminatory practice shall occur in either employment of persons for, or completion of, the work contemplated by this Agreement, when such discrimination is based on race, color, national origin, or ancestry; religion; sex; gender, gender identity, gender expression, or gender transitioning status; physical disability, mental disability, medical condition, or genetic information; marital or domestic partner status; citizenship status; age; sexual orientation; exercising a legally protected right to an employment leave of absence; status as a victim of domestic violence, sexual assault, or stalking; reproductive health decision-making, or any other classification protected under state or federal law.
Paper Products and Printing Requirements . Subject to any exemptions applicable to public libraries , Service Provider must meet quality standards and criteria specified in SB 1383, Sections 22150-22154 of the Public Contract Code and 16 Code of Federal Regulations (CFR) Section 260.12 by:
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 7 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
a. If fitness and quality are equal, provide recycled products, instead of nonrecycled products whenever recycled products are available at the same or a lesser total cost than nonrecycled items.
b. Provide paper products and printing and writing paper that meet Federal Trade Commission recyclability standard as defined in 16 CFR Section 260.12.
c. Certify in writing, under penalty of perjury, the minimum percentage of postconsumer material in the paper products and printing and writing paper offered or sold to the City. This certification requirement may be waived if the percentage of postconsumer material in the paper products, printing and writing paper, or both can be verified by a product label, catalog, invoice, or a manufacturer or vendor internet website.
d. Certify in writing, on invoices or receipts provided, that the paper products and printing and writing paper offered or sold to the City is eligible to be labeled with an unqualified recyclable label as defined in 16 CFR Section 260.12.
e. Comply with any other requirements in Goleta Municipal Code Section
8.10.900(B).
Work Delays. Should the Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, or such other happenings beyond the reasonable control of the Service Provider, then the time of completion shall be reasonably extended for such periods until the cause for delay is ended.
Inspection. The Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of the Service Provider are being performed in accordance with the requirements and intentions of this A greement.
All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its Agreement requirements.
Audit.
City shall, upon reasonable advance notice and not more than once per calendar year during the Term of this Agreement, have the option of inspecting and/or auditing all records and other written materials used by Service Provider in preparing its invoices to City as a condition precedent to any payment to Service Provider.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 8 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
Interests of Service Provider. The Service Provider covenants that it presently has no interest, and shall not acquire any interest, direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. The Service Provider further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Service Provider certifies that no one who has or will have any financial interest in performing this work is an officer or employee of City. It is hereby expressly agreed that, in the performance of the work hereunder, the Service Provider shall at all times be deemed an independent Service Provider and not an agent or employee of City.
6. TERM
This Agreement shall expire on December 31, 2027, unless the Agreement is terminated as provided for herein. This Agreement may be extended for up to two (2) one (1)-year periods, provided that parties agree in writing to any such extension at least thirty (30) days prior to the termination of the Agreement.
7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than Service Provider's drafts, notes and internal memorandum), including duplication of same prepared by Service Provider in the performance of these services, shall become the property of the City upon termination of the consulting services pursuant to this Agreement and upon payment in full of all compensation then due Service Provider. If requested by the City, all, or the designated portions of such, shall be delivered to the City. The City agrees to hold the Service Provider harmless from all damages, claims, expenses and losses arising out of any reuse of the plans and specifications for purposes other than those described in this Agreement, unless written authorization of the Service Provider is first obtained.
8. PERSONAL SERVICES/NO ASSIGNMENT/SUBSERVICE PROVIDER
This Agreement is for general services which are personal to City. Service Provider is deemed to be specially experienced and is a key lead for services provided, and shall be directly involved in performing, supervising or assisting in the performance of this work. This key person shall communicate with, and periodically report to, City on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, City may terminate this Agreement unless Service Provider replaces such individual with a comparably specially experienced key lead for services to be provided under this Agreement to City’s reasonable satisfaction. Service Provider must ensure that subcontractors must adhere to all applicable provisions of this Agreement relating to providing Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 9 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
services to City. This Agreement is not assignable by Service Provider without City's prior consent in writing.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Service Provider's Damages. The Service Provider holds the City, its elected officials, officers and employees, harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to the Service Provider, to the Service Provider's employees, to Service Provider’s Service Provider s or subcontractor , or to the owners of the Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or occur while Service Provider is in a City building or on City property, or which are connected, directly or indirectly, with the Service Provider's performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third- Party Claims/Liability. Service Provider shall investigate, defend, and indemnify the City, its elected officials, officers and employees, from any claims, lawsuits, demands, judgments and all liability including, but not limited to, monetary or property damage, personal injury, wrongful death, general liability, automobile, , professional errors and omissions arising out of, directly or indirectly, a willful act or omission or gross negligence of the Service Provider or of Service Provider’s subcontractor, or the willful misconduct of the Service Provider or Service Provider’s subcontractor (s), in performing the services described in this Agreement. The duty to defend shall include any suits or actions in law or equity concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, reasonable attorney fees, claims adjusting costs and any other costs required for and related to such litigation.
(c) Nonwaiver . The City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by the City, or the deposit with the City, of any insurance certificates or policies described in section 10.
10. INSURANCE
Service Provider shall, at Service Provider’s sole cost and expense, provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by City.
Insurance shall include the following (or broader) coverage:
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 10 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01, with an edition date prior to 2004, or its equivalent, and with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.
Liability insurance policies required to be provided by Service Provider hereunder shall contain or be endorsed to contain the following provisions:
a) City, its employees, officials, agents and member agencies shall be covered as additional insureds for General Liability and Automobile Liability. Coverage shall apply to any and all liability arising out of the work performed or related to the Agreement. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form, through policy provision or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to City’s vicarious liability.
c) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by City.
d) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to City. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 11 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
e) No liability insurance coverage provided to comply with this Agreement shall prohibit Service Provider , or Service Provider’s employees, or agents, from waiving the right of recovery prior to a loss. Service Provider waives its right of recovery against City.
f) Service Provider agrees to deposit with City within fifteen days of Notice to Proceed of the Agreement certificates of insurance and required endorsements.
g) There shall be no recourse against City for payment of premiums or other amounts with respect to the insurance required to be provided by Service Provider hereunder. Any failure, actual or alleged, on the part of City to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of City . City has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this A greement does not comply with these requirements 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 Service Provider or City will withhold amounts sufficient to pay premium from Service Provider payments.
h) Service Provider agrees to provide immediate notice to City of any claim or loss against Service Provider arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to receive information regarding the handling of any such claim or claims if they are likely to involve City.
11. RELATION OF THE PARTIES
The relationship of the parties to this Agreement shall be that of independent contractor and that in no event shall Service Provider be considered an officer, agent, servant or employee of City. The Service Provider shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
12. TERMINATION BY CITY
The City, by notifying Service Provider in writing, may upon thirty ( 30) calendar days notice, terminate any portion or all of the services agreed to be performed under this Agreement for convenience. In the event of such termination, Service Provider shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination for convenience shall Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 12 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
be payable by City to Service Provider within thirty (30) days following submission of a final statement by Service Provider.
The City, by notifying Service Provider in writing, may upon thirty (30) calendar days notice, terminate any portion or all of the services agreed to be performed under this Agreement for cause due to Service Provider’s failure to perform its obligations as outlined herein, provided that termination shall only become effective if Service Provider fails to cure such default in its performance during such thirty (30) day period. All compensation for actual work performed and charges outstanding at the time of termination for cause shall be payable by City to Service Provider within thirty (30) days following the effective date of termination for cause.
13. CORRECTIONS
The Service Provider shall correct, at its expense, all errors in the work which may be disclosed during the City's review of the Service Provider's work.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Servic e Provider's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within thirty (30) calendar days of the receipt of that check, whichever occurs first. However, any approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, s ubcontractors, agents and Service Providers for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by Service Provider, its employees, subcontractor, agents and Service Providers.
15. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 13 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
16. CONFLICT OF INTEREST
Service Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, the Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official.
If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an Agreement with a developer of any land within the City or with a City franchisee, the Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any Agreement or request to perform services for that identified developer/franchisee during the term of this Agreement.
17. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California and, should litigation occur, venue shall be in the Superior Court of Santa Barbara.
18. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.
19. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Service Provider’s proposals and submitted representations for obtaining this Agreement, this A greement, and the exhibits hereto, supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.
20. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 14 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
TO CITY: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO SERVICE PROVIDER: Ingram Library Services LLC 1 Ingram Boulevard
La Vergne, TN 37086
21. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA SERVICE PROVIDER
_____________________________ ________________________________ Robert Nisbet, City Manager Carolyn Morris, Vice President
ATTEST:
____________________________
Deborah Lopez, City Clerk
APPROVED AS TO FORM:
ISAAC ROSEN, CITY ATTORNEY
____________________________
Scott Shapses, Deputy City Attorney
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 15 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
EXHIBIT A
SCOPE OF SERVICES AND PRICING
During the performance of this contract, Ingram Content Group, LLC (the “Service Provider”) shall provide the following shelf-ready print materials services to the City of Goleta (the “City”) as outlined herein.
1. PRINT MATERIALS
A. The City may purchase books and non-periodical serial publications, including, but not limited to: domestic and foreign publications; textbooks; books in print; books out-of-print; pre-bound books; Braille books; large print books; rare books; legal books and materials;
business/economics/finance books; social science/humanities books; science/engineering books; medical books; academic books; encyclopedias; continuations; ephemeral publications; pamphlets (bound and unbound); government documents; annuals (reports, yearbooks, etc.); continuing directories; proceedings and transactions; numbered and unnumbered monographic series and sets; musical scores; and sheet music.
B. The City may request assistance in sourcing for purchase print periodical materials and non-print audiovisual or other media materials as needed.
2. CATALOGING
A. The Service Provider will work with the designated City point of contact, as specified by the City Librarian, on establishment of collection-specific cataloging specifications upon execution of this contract.
B. The Service Provider will provide original and copy cataloging services, including bibliographic and local item records.
C. The Service Provider’s cataloging services will include the utilization of Z39.50 protocol technology, compliance with Resource Description and Access (RDA) rules, and alignment with MAchine-Readable Cataloging (MARC) standards for efficient and accurate online cataloging and transfer of records into local integrated library system (ILS).
3. PROCESSING
A. The Service Provider will work with the designated City point of contact, as specified by the City Librarian, on establishment of collection-specific processing specifications.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 16 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
RFID processing services will include the application, activation, and linking of compatible radio-frequency identification (RFID) tags for each purchased item and its corresponding item record, per the specifications established.
B. Labeling processing services will include the application of library-specific barcode labels, property labels, genre labels, spine labels, specialty labels such as award medallions, and other labels as designated by product number in the processing specifications. Detailed instructions will be provided by the City on the placement of each label upon each material type.
C. Jacketing processing services will include the application of affixed mylar and contact covers to materials as detailed in the processing specifications.
D. Related processes services may include ownership stamps; pockets; specialty processing for inserts such as maps and guides; and binding and rebinding services as needed.
4. ONLINE PLATFORM ACCESS
A. The Service Provider will provide access and training to iPage, Service Provider’s online account management platform for performing searching, ordering, and account management functions, including curated lists and catalogs. Reports and historical data will be readily available, and iPage’s interface will support queries by item- and order-level criteria.
B. The platform will be functional at least 99% of the time. Outages and periods of inaccessibility due to maintenance or other planned or unplanned causes will be communicated to the City with as much advance notice as possible, ideally seven (7) calendar days ahead of the outage.
5. INVOICING
A. The Service Provider will issue invoices that include the following criteria:
the bill to address; ship to address; unit price; unit discount (amount and percentage); quantity; total discount price; ISBN; purchase order number; and any other information or substantiating documentation the City may reasonably require.
B. Charges for cataloging, processing, tax, shipping, freight, fuel, and any other relevant fees will be reflected on each invoice, with the option to separate charges by library account.
C. Packing slips will include identifiers such as purchase order numbers to Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 17 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
allow the City to match each packing slip to its corresponding invoice.
D. Invoices will be available in print and digital formats and will be retrievable through iPage by the City at any time.
6. PRICING & PAYMENT
A. Pricing: Pricing for all ordered materials will be calculated based on the discount and freight terms outlined in Exhibit B.
B. Payment: As outlined in Exhibit B, invoicing will occur on the date that materials are shipped. Invoices must be sent directly to the City for payment.
7. SHIPPING
A. Shipping will be conducted in a timely and cost-effective manner, and will follow the terms outlined in Exhibit B. The City will be able to track orders via iPage at every stage of the process from the time of order creation to package delivery.
8. CUSTOMER SUPPORT
A. The Service Provider will assign a point of contact to the City account to address training and onboarding needs, as well as for ongoing support during the lifetime of this contract. The point of contact will respond to City requests within one (1) calendar week. A full contact list will be maintained and updated with email addresses and phone numbers included.
B. Reports of order delays or cancellations of ordered titles will be provided to the City regularly on an established schedule, such as weekly, bimonthly, or monthly.
C. Claims: The Service Provider will be responsible for claiming all issues reported as not received or received damaged or defective by the City and will promptly process claim notices in a timely manner. Any degree of defect, to include damage during shipping and incorrect processing or cataloging by the Service Provider, will be remedied at no cost to the City, and may result in credits or refunds being applied to the City’s account.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 18 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
EXHIBIT B
SERVICE PROVIDER’S SCHEDULE OF FEES
During the performance of this contract, Ingram Content Group, LLC (the “Service Provider”) shall provide the following pricing, fees, and discounts for shelf-ready print materials services to the City of Goleta (the “City”) as outlined herein.
DISCOUNT TERMS
A. Discounts on *Trade Hardcover, Quality and Mass Market Paperbacks:
Copies Per Title Discount
1 to 4 40.0%
5 to 9 41.0%
10 to 99 42.0%
100+ 43.0%
B. Additional Discounts:
Format Discount
University Press 10.0%
Publisher Binding and Library Bindings 15.0%
**Short Discounted Titles 10.0-30.0%
***Spoken Word Audio 0-45.0%
Games 0.0 - 5.0%
DVD/Blu-ray 0.0 - 15.0%
Net Titles 0.0%
*Trade Hardcover, Quality Paperbacks and Mass Market Paperback titles ordered with a cover price of $14.99 or less will receive a 25% discount.
**Short Discount/Non-Trade: Lower demand, small print-run books in various bindings, and includes graphic novels, legal, technical, reference, scientific, and medical titles as defined by Service Provider’s subject categories. Titles are generally published by small or university presses. Also included are print and audiobook titles purchased at lower than full trade discount; titles with limited sales volume; and/or titles from publishers not in compliance with Service Provider’s purchasing requirements. Service Provider provides this broad base of titles with no service charges.
***Eighty to eighty-five percent of all Spoken Word Audio is at the 45% discount; however, some Spoken Word Audio is short discounted by the publisher.
C. The above discounts also apply to Service Provider’s Continuations, New Title Notifications, and Standing Order Programs.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 19 City of Goleta
Library Division Agreement with Ingram Library Services LLC
65266.00001\45130820.1
2. FREIGHT TERMS
A. Shipments of 15 or more units from the designated primary or secondary distribution centers qualify for Service Provider-paid freight.
B. Shipments of less than 15 units will be charged a flat $6.00 shipping fee.
This flat fee amount or qualifying unit quantity is subject to change with notice.
C. Shipping will be via best method, which may include order or account consolidation, shipping schedules or other account setting adjustments to maintain freight costs below 2% of invoice. Items picked, packed, and shipped together count as an individual shipment.
D. Due to the impact of rising oil prices, Service Provider has instituted a $3.00 fuel surcharge per shipment. This charge is subject to change with approval in writing from the City. These charges will appear as a Shipping and Handling charge on your invoice.
3. PAYMENT TERMS
A. Payment terms shall be Net 30 Days. Payment is required for invoices within these terms.
B. Service Provider does not invoice for items until they have been shipped.
4. IPAGE TERMS
A. Access to and usage of iPage will be included within this contract at no additional separate cost.
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 20 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
7/27/2026
Brown & Brown RS Insurance Services, LLC
6 Cadillac Driv
e, Suite 200
Brentwood, TN 37027
615-298-8306
www.bbinsurance.com
Brown & Brown RS Insurance Services, LLC
Alex Ingle
[email protected]
Ingram Industries Inc., et al.
including Ingr
am Library Services LLC
P .O. Box 23049
Nashville TN 37202-3049
91634479
✓ ✓
✓ ✓
✓
subrogation is waived hereunder, but only to the extent of the amount that Ingram Library Services LLC has agreed to indemnify the City of Goleta Thirty (30) days prior written notice of cancellation or material change to the above policies shall be provided to the certificate holder.
City of Goleta
130 Cremona Driv
e, Suite B
Goleta CA 93117
City of Goleta, its employees, officials, agents and member agencies are included as additional insured, except for workers' compensation, and in the agreement between Ingram Library Services LLC and the City of Goleta. Coverage is primary and non-contributory.
A 1,000,0003581-94-13 10/1/2025 10/1/2026
1,000,000
✓
10,000
✓
1,000,000
✓Standard Contractual Liability
2,000,000
2,000,000✓
A 7350-68-50 10/1/2025 10/1/2026 1,000,000
✓
A 7171-10-02 10/1/2025 10/1/2026 ✓
1,000,000N
1,000,000
1,000,000
Federal Insurance Company 20281
91634479 | 10.1.25-26 Liab/UMB/WC Self-Ins | Excl:XS OT1 OT2 OT3 OT4 | Alex Ingle | 7/27/2026 9:42:43 PM (EDT) | Page 1 of 1 By Alicia Cabrera at 4:28 pm, Aug 05, 2026
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 21 Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 22 Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 23 /C4c/C69/C61/C62/C69/C6c/C69/C74/C79/C20/C49/C6e/C73/C75/C72/C61/C6e/C63/C65 /C46/C6f/C72/C6d/C20/C38/C30/C2d/C30/C32/C2d/C32/C30/C30/C30/C20/C28/C52/C65/C76/C2e/C20/C34/C2d/C30/C31/C29 /C43/C6f/C6e/C74/C72/C61/C63/C74 /C50/C61/C67/C65/C20/C32/C34/C20/C6f/C66/C20/C33/C32 /C43/C6f/C6e/C64/C69/C74/C69/C6f/C6e/C73
/C28/C63/C6f/C6e/C74/C69/C6e/C75/C65/C64/C29
/C54/C72/C61/C6e/C73/C66/C65/C72/C20/C4f/C72/C20/C57/C61/C69/C76/C65/C72/C20/C4f/C66 /C52/C69/C67/C68/C74/C73/C20/C4f/C66/C20/C52/C65/C63/C6f/C76/C65/C72/C79 /C41/C67/C61/C69/C6e/C73/C74/C20/C4f/C74/C68/C65/C72/C73 /C57/C65/C20/C77/C69/C6c/C6c/C20/C77/C61/C69/C76/C65/C20/C74/C68/C65/C20/C72/C69/C67/C68/C74/C20/C6f/C66/C20/C72/C65/C63/C6f/C76/C65/C72/C79/C20/C77/C65/C20/C77/C6f/C75/C6c/C64/C20/C6f/C74/C68/C65/C72/C77/C69/C73/C65/C20/C68/C61/C76/C65/C20/C68/C61/C64/C20/C61/C67/C61/C69/C6e/C73/C74/C20/C61/C6e/C6f/C74/C68/C65/C72/C20/C70/C65/C72/C73/C6f/C6e/C20/C6f/C72 /C6f/C72/C67/C61/C6e/C69/C7a/C61/C74/C69/C6f/C6e/C2c/C20/C66/C6f/C72/C20/C6c/C6f/C73/C73/C20/C74/C6f/C20/C77/C68/C69/C63/C68/C20/C74/C68/C69/C73/C20/C69/C6e/C73/C75/C72/C61/C6e/C63/C65/C20/C61/C70/C70/C6c/C69/C65/C73/C2c/C20/C70/C72/C6f/C76/C69/C64/C65/C64/C20/C74/C68/C65/C20 /C69/C6e/C73/C75/C72/C65/C64 /C20/C68/C61/C73/C20/C77/C61/C69/C76/C65/C64/C20/C74/C68/C65/C69/C72/C20/C72/C69/C67/C68/C74/C73 /C6f/C66/C20/C72/C65/C63/C6f/C76/C65/C72/C79/C20/C61/C67/C61/C69/C6e/C73/C74/C20/C73/C75/C63/C68/C20/C70/C65/C72/C73/C6f/C6e/C20/C6f/C72/C20/C6f/C72/C67/C61/C6e/C69/C7a/C61/C74/C69/C6f/C6e/C20/C69/C6e/C20/C61/C20/C63/C6f/C6e/C74/C72/C61/C63/C74/C20/C6f/C72/C20/C61/C67/C72/C65/C65/C6d/C65/C6e/C74/C20/C74/C68/C61/C74/C20/C69/C73/C20/C65/C78/C65/C63/C75/C74/C65/C64/C20/C62/C65/C66/C6f/C72/C65 /C73/C75/C63/C68/C20/C6c/C6f/C73/C73/C2e
/C54/C6f/C20/C74/C68/C65/C20/C65/C78/C74/C65/C6e/C74/C20/C74/C68/C61/C74/C20/C74/C68/C65/C20 /C69/C6e/C73/C75/C72/C65/C64 /C27/C73/C20/C72/C69/C67/C68/C74/C73/C20/C74/C6f/C20/C72/C65/C63/C6f/C76/C65/C72/C20/C61/C6c/C6c/C20/C6f/C72/C20/C70/C61/C72/C74/C20/C6f/C66/C20/C61/C6e/C79/C20/C70/C61/C79/C6d/C65/C6e/C74/C20/C6d/C61/C64/C65/C20/C75/C6e/C64/C65/C72/C20/C74/C68/C69/C73 /C69/C6e/C73/C75/C72/C61/C6e/C63/C65/C20/C68/C61/C76/C65/C20/C6e/C6f/C74/C20/C62/C65/C65/C6e/C20/C77/C61/C69/C76/C65/C64/C2c/C20/C74/C68/C6f/C73/C65/C20/C72/C69/C67/C68/C74/C73/C20/C61/C72/C65/C20/C74/C72/C61/C6e/C73/C66/C65/C72/C72/C65/C64/C20/C74/C6f/C20/C75/C73/C2e/C20/C54/C68/C65/C20 /C69/C6e/C73/C75/C72/C65/C64 /C20/C6d/C75/C73/C74/C20/C64/C6f/C20/C6e/C6f/C74/C68/C69/C6e/C67 /C61/C66/C74/C65/C72/C20/C6c/C6f/C73/C73/C20/C74/C6f/C20/C69/C6d/C70/C61/C69/C72/C20/C74/C68/C65/C6d/C2e/C20/C41/C74/C20/C6f/C75/C72/C20/C72/C65/C71/C75/C65/C73/C74/C2c/C20/C74/C68/C65/C20 /C69/C6e/C73/C75/C72/C65/C64 /C20/C77/C69/C6c/C6c/C20/C62/C72/C69/C6e/C67/C20 /C73/C75/C69/C74 /C20/C6f/C72/C20/C74/C72/C61/C6e/C73/C66/C65/C72/C20/C74/C68/C6f/C73/C65/C20/C72/C69/C67/C68/C74/C73/C20/C74/C6f/C20/C75/C73 /C61/C6e/C64/C20/C68/C65/C6c/C70/C20/C75/C73/C20/C65/C6e/C66/C6f/C72/C63/C65/C20/C74/C68/C65/C6d/C2e /C54/C68/C69/C73/C20/C63/C6f/C6e/C64/C69/C74/C69/C6f/C6e/C20/C64/C6f/C65/C73/C20/C6e/C6f/C74/C20/C61/C70/C70/C6c/C79/C20/C74/C6f/C20 /C6d/C65/C64/C69/C63/C61/C6c/C20/C65/C78/C70/C65/C6e/C73/C65/C73 /C2e /C20
Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 24 Docusign Envelope ID: 88BDBDD4-8FEE-857E-831B-E1CBDA6E5EF8 25