CITY OF MURRIETA
GENERAL OPERATING ACCOUNT
1 TOWN SQ
MURRIETA CA 92562-7922
Account Number - DDA
FUND SUMMARY
Dividends Earned YTD 1,847,791.28
Federal Withholding YTD .00
7-Day Simple Yield 5.22800 %
Federal Withholding .00
Beginning Balance 111,628,441.76
Shares Purchased 10,833,572.01 +
Shares Redeemed 7,491,224.29 -
Ending Balance 114,970,789.48
Prior Month Dividends Paid to Checking 487,911.46
Dividends Earned in Current Month 480,332.83
Funds Pending Redemption 672,809.94-
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STAGECOACH SWEEP
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 04-05 110,824,668.98 5.223 % .000143102 15,859.23
04-06* 110,700,937.36 5.223 % .000143102 15,841.53
04-07* 110,700,937.36 5.223 % .000143102 15,841.53
04-08 110,700,937.36 5.226 % .000143195 15,851.82
04-09 110,168,541.89 5.225 % .000143175 15,773.38
04-10 109,957,899.63 5.222 % .000143078 15,732.56
04-11 110,183,927.76 5.223 % .000143107 15,768.09
04-12 109,999,529.89 5.226 % .000143188 15,750.61
04-13* 109,999,529.89 5.226 % .000143188 15,750.61
04-14* 109,999,529.89 5.226 % .000143188 15,750.61
04-15 110,194,886.59 5.226 % .000143190 15,778.81
04-16 112,990,013.66 5.221 % .000143059 16,164.24
04-17 111,240,906.47 5.217 % .000142952 15,902.11
04-18 111,090,771.52 5.217 % .000142940 15,879.31
04-19 111,943,295.64 5.216 % .000142918 15,998.71
04-20* 111,170,316.19 5.216 % .000142918 15,888.24
04-21* 111,170,316.19 5.216 % .000142918 15,888.24
04-22 111,170,316.19 5.219 % .000143010 15,898.47
04-23 111,173,542.13 5.221 % .000143052 15,903.60
04-24 111,037,653.55 5.223 % .000143105 15,890.04
04-25 114,456,039.37 5.226 % .000143185 16,388.39
04-26 114,417,613.55 5.227 % .000143206 16,385.29
04-27* 114,417,613.55 5.227 % .000143206 16,385.29
04-28* 114,417,613.55 5.227 % .000143206 16,385.29
04-29 115,575,701.68 5.230 % .000143298 16,561.77
04-30 114,970,789.48 5.232 % .000143346 16,480.60
TOTAL MTD 480,332.84
* Indicates non-business day
THANK YOU FOR BANKING WITH WELLS FARGO.
MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.
An Investment in a MMMF is not insured by the Federal Deposit Insurance Corporation or any other government agency. Although the MMMF's seek to preserve the value of customer's investment at $1.00 per share, it is possible to lose money by investing in a MMMF.
Allspring Funds Management, LLC, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC ("Allspring Global"), provides investment advisory and administrative services for the Allspring Funds?. Other subsidiaries of Allspring Global provide sub-advisory and other services for the funds. The funds are distributed by Allspring Funds Distributor, LLC, Member FINRA/SIPC, a subsidiary of Allspring Global.
This material must be accompanied or preceded by a current prospectus for name of the Fund(s) selected. Please read the prospectus carefully before investing.
04/01/2024 - 04/30/2024
Account Number - DDA
147
CITY OF MURRIETA
City Council Meeting Agenda
Report
6/4/2024
Agenda Item No. 5.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Diego Chavez, Administrative Services Director
PREPARED BY: Diane Kohanyi, Management Analyst
SUBJECT:
Agreement with DeepSeas LLC for Managed Detection and Response Services
RECOMMENDATION
Approve a one-year agreement with DeepSeas, LLC for Cyber Security Managed Detection and Response Services in the amount of $57,600; and
Authorize the City Manager to execute the agreement and all other future documents and amendments related to this agreement, not to exceed the City Manager’s signing authority.
PRIOR ACTION/VOTE
On November 21, 2023, the City Council Approved Change Order No. 2 with DeepSeas, LLC to add additional cyber security endpoint licenses (Vote: 5-0).
CITY COUNCIL GOAL
Maintain a high performing organization that values fiscal sustainability, transparency, accountability and organizational efficiency.
BACKGROUND
On June 27, 2022, the City of Murrieta (City) entered into an agreement with Tracepoint, LLC for Managed Detection and Response (MDR) services, including licenses for the Carbon Black endpoint detection software.
This agreement was in response to the cyber security incident the City experienced in May 2022. The MDR services provide monitoring, detection, analysis, and response to validated cybersecurity threats within the City’s environment. Alerts generated by security monitoring technologies are evaluated, and a threat notification and recommended course of action are delivered to the City 24/7.
On October 18, 2022, the City was informed that Tracepoint, LLC would be sold to a new company called DeepSeas, LLC (DeepSeas). The City agreed to this transition, and DeepSeas has subsequently managed the City’s MDR services.
The City Manager approved Change Order No. 1 on July 5, 2023, to extend the original agreement term for CITY OF MURRIETA Printed on 5/30/2024Page 1 of 2
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6/4/2024
Agenda Item No. 5.
The City Manager approved Change Order No. 1 on July 5, 2023, to extend the original agreement term for another year from June 24, 2023, to June 26, 2024. On November 21, 2023, the City Council approved Change Order No. 2 to add 50 additional licenses, increasing the total number of monitored endpoints from 550 to 600.
In anticipation of the contract expiring, the City solicited three informal quotes for cyber security services, and DeepSeas offered the lowest-cost service. Staff recommends entering into an agreement (Attachment 1) with DeepSeas for a period of one-year, from June 27, 2024, to June 26, 2025.
FISCAL IMPACT
The total cost related to this agreement is $57,600 for one year. This item is being funded from the Information Technology operating budget account 7268340-60480.
ENVIRONMENTAL IMPACT
None.
ATTACHMENTS
1. Agreement with DeepSeas, LLC
CITY OF MURRIETA Printed on 5/30/2024Page 2 of 2
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1 SERVICES AGREEMENT
This Services Agreement (“Agreement”) is entered into as of this June 27, 2024 (the “Effective Date”), by and between:
Deep Seas, LLC, a California limited liability company having a principal place of business at 12121 Scripps Summit Drive, Suite #320, CA 92131 (“DeepSeas”) and
City of Murrieta (“Customer”), having a principal place of business at 1 Town Square Murrieta, CA 92562
WHEREAS, DeepSeas renders specialized and highly confidential managed security services and technology to a variety of customers; and
WHEREAS, Customer desires to purchase such specialized managed security services provided by DeepSeas in accordance with the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, DeepSeas and Customer, hereby agree as follows:
1. SERVICES
1.1. DeepSeas agrees to perform for Customer the managed security services described in Exhibit B (the “Services”), and Customer agrees to pay the fees and compensation described in Exhibit B for DeepSeas’ performance of the Services.
1.2. Unless otherwise agreed herein, DeepSeas, in connection with its performance of the Services, shall have no duty and shall not be responsible for:
1.2.1. retaining any data except as deemed necessary by DeepSeas, in its reasonable discretion, for performance of the Services;
1.2.2. maintaining chain of custody of any Customer information, data, or findings for any purpose, including, but not limited to, pending or future litigation or investigation;
1.2.3. implementing any recommended remediation tasks related to an Incident or arising from standard viruses, malware, or other issues unrelated to an Incident; or
1.2.4. implementing any identified or recommended improvements to prevent future Incidents that are not part of DeepSeas’ commitment under the Services as described in Exhibit B.
1.3. DeepSeas shall have the right to unilaterally modify or discontinue any Service covered by this Agreement upon ninety (90) days written notice to the Customer. In such case, the fees for the modified or discontinued Service shall be reduced proportionately.
1.4. The Services, deliverables and pricing set forth in this Agreement are based upon the following assumptions and dependencies, and if any of the assumptions or dependencies prove to be incorrect or are not achieved in whole or in pa rt, or if DeepSeas is requested to deviate from or add services or deliverables to this Agreement, then the parties will agree to appropriate and equitable adjustments to the Services, Deliverables, and/or pricing:
1.4.1. DeepSeas will conduct the Services remotely, with reimbursable travel to C ustomer’s offices as needed or requested, in which case C ustomer will permit DeepSeas personnel to visit its on -site facilities and meet with necessary Customer personnel. Travel will be subject to DeepSeas’ travel/expense policy and hourly rate.
1.4.2. If any member of DeepSeas’ team has performed work for twelve (12) months onsite at Customer’s offices, through performance under this Agreement, travel and expenses reimbursement will be considered taxable 150
2 wages under IRS regulations, and therefore any tax gross-ups will also be submitted for reimbursement by DeepSeas and paid by Customer.
1.4.3. Differences of opinion relative to DeepSeas’ findings, conclusions and recommendations based upon its professional judgment and the information available to it shall not serve as the basis for rejection of DeepSeas’ work or the withholding of any payments otherwise due.
1.4.4. No hardware, equipment, software or licenses shall be purchased by DeepSeas for the performance of the work, other than the items described in this Agreement. If additional equipment, such as network taps, aggregators or span ports are required to complete the deployment, Customer shall be responsible for procuring that equipment. In addition, Customer will be invoiced for the cost of shipping Appliances and any additional equipment.
1.4.5. The Services may be completed, and analysis performed, using open source material. “Open source” material is defined as publicly available information without restriction, data or information licensed by DeepSeas, or other information that has been obtained by DeepSeas and which DeepSeas is authorized to retain and use in its analytic processes and products. DeepSeas makes no guarantee regarding the fitness of open source information for these tasks, nor can it guarantee that sufficient information or information of adequate quality will be available for all tasks. DeepSeas does not assume responsibility to independently verify the accuracy or completeness of the open source material. DeepSeas will not be obligated to procure additional information from any other sources.
2. TERM AND TERMINATION
2.1. The initial term of this Agreement shall extend from the Effective Date and continue in full force and effect for twelve (12) months (the “Initial Term”) . The Initial Term and each Renewal Term shall be referred to herein as the “Term.” This SOW will terminate upon the natural expiration of the Term and will not otherwise automatically renew.
2.2. Either party shall have the right to terminate this Agreement for convenience at any time and for any reason upon sixty (60) days prior written notice to the other party.
2.3. Either party may terminate t his Agreement immediately upon written notice to the other party in the event that: (i) the other party commits a ma terial breach of any obligation imposed upon it by this Agreement (including without limitation the failure to make any payment when due hereunder) and such breach is not cured within thirty (30) days after notice thereof, or in the case of a failure to make any payment, the due date thereof; (ii) the other party becomes insolvent, subject to a petition in bankruptcy filed by or against it or placed under the control of a receiver, liquidator or committee of creditors; or (iii) the other party dissolves, ce ases to function as a going concern or to conduct its operations in the normal course of business.
2.4. Termination in accordance with this Agreement, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby.
Termination of this Agreement for any cause shall not release either party hereto from any liability, which at the time of termination has already accrued to the other party hereto or w hich thereafter may accrue in respect to any act or omission prior to termination, or from any obligation which is expressly stated herein to survive termination .
2.5. Notwithstanding anything herein to the contrary, (i) within thirty (30) days of termination of this Agreement by Customer pursuant to Section 2.2 or by DeepSeas pursuant to Section 2.3, Customer shall pay the amount of all unpaid fees, charges and Expenses incurred through the effective date of termination , plus any recurring fees and charges that would have been due through the remainder of the Term had the Agreement not been terminated early; and (ii) within thirty (30) days of termination of this Agreement by DeepSeas pursuant to Section 2.2 or by Customer pursuant to Section 2.3, Customer shall pay the amount of all unpaid fees, charges and Expenses incurred through the effective date of termination.
2.6. Within thirty (30) days of the effective date of termination of the Agreement, regardless of the cause or nature of the termination, Customer shall pay DeepSeas for any non-refundable purchases made, and/or non-refundable fees 151
3 paid, by DeepSeas on behalf of Customer in connection with the Services, including third -party license fees paid by DeepSeas.
3. PRICING AND BILLING
3.1. Customer hereby consents to DeepSeas conducting a credit check of Customer.
3.2. The fees charged by DeepSeas for the Services shall be set forth in Exhibit B. All fees shall be paid in U.S. dollars. In addition to the fees for any Services, DeepSeas shall invoice and Customer shall pay for all expenses incurred by DeepSeas in connection with its delivery of the Services, including but not limited to, reasonable travel, meal and lodging expenses, as we ll as all shipping, delivery, messenger, materials and any other expenses directly related to the Services which are reasonably and properly incurred by DeepSeas in the course of providing the Services herein (the “Expenses”), and for which DeepSeas, upon request, provides invoices or other supporting documentation.
3.3. DeepSeas shall provide an annual upfront invoice to Customer for fees and Expenses beginning on the Effective Date. Expenses incurred after the Effective Date shall be invoiced on the last day of the month in which the Expenses were incurred. Customer shall pay DeepSeas within thirty (30) days from the date any invoice is received for all Services and Expenses. Any amount not so paid shall incur a late payment charge of one and one-half percent (1.5%) per month, or the highest amount allowed by law, whichever is less, until paid.
3.4. DeepSeas reserves the right to suspend Services if payment for such Services is not received from Customer within sixty (60) days from the date the invoice is received by Customer , except for amounts subject to a good faith dispute, as described below . Customer shall be liable for the outstanding balance owed plus interest and any other damages owed as a result of a breach of its payment obligations , including reasonable collection costs incurred by DeepSeas. In addition to the late payment charges specified in Section 3.3, Customer shall pay a reinstatement fee equal to ten percent (10%) of the amount past due for any such suspended Services (the “Reinstatem ent Fee”).
Services shall only be reinstated upon DeepSeas’ receipt of the Reinstatement Fee and all other sums due (including late payment charges).
3.5. If Customer, in good faith, disputes any invoiced amount, it shall notify DeepSeas in writing to advise it of the disputed invoice and provide documentation identifying the fees and Expenses which are in dispute and the reason for such dispute. Such notice must be provided to DeepSeas within thirty (30) days of receipt of the disputed invoice.
The parties sh all investigate the matter and upon mutual agreement, either a credit against future invoices will be issued by DeepSeas, or the disputed amount shall be promptly paid to DeepSeas. Any invoice dispute not raised by Customer within thirty (30) days of the date of the invoice is waived.
3.6. DeepSeas reserves the right to modify the fees and charges assessed to Customer during a Renewal Term by providing sixty (60) days advance written notice to Customer; provided, however, that any year -to-year increase to pricing in excess of 5% shall require ninety (90) days advance written notice to Customer.
3.7. All fees, Expenses and other charges due hereunder are exclusive of all applicable taxes, including value added taxes, sales taxes, and duties or levies imposed by any authority, government or government agency (except income tax or other corporate taxes attributable to DeepSeas), all of which shall be paid promptly, and Customer agrees to indemnify and hold DeepSeas harmless from any liability thereof.
3.8. All invoices and payments shall be sent to the following respective address:
Invoices shall be sent to: Payments shall be sent to:
City of Murrieta DeepSeas, LLC
12121 Scripps Summit Drive
Suite #320
San Diego, CA 92131
Attention:
Address: 1 Town Square, Murrieta, CA 92562
Email Address:
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4 Is a Purchase Order required? ☐ YES ☐ NO
Any Purchase Order “PO” issued by Customer and applicable to the services listed in this Service Agreement shall be used for processing payment only, and any terms and conditions included in such PO shall not apply
4. CONFIDENTIALITY AND PROPRIETARY INFORMATION
4.1. Both parties acknowledge that, during the Term of this Agreement, each party may provide the other with or otherwise expose them to confidential and/or proprietary information, including but not limited to data, information, ideas, materials, specifications, procedures, software, technical processes and formulas, product designs, sales, cost and other unpublished financial information, product and business plans, usage rates, marketing data or other relevant information clearly intended to be confidential (collectively, “Confidential Information”).
4.2. Each party shall protect all such Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care, and shall not disclose to any third party or use such Confidential Information in any manner not authorized herein. Neither party shall use, disclose, provide, or pe rmit any person to obtain any such Confidential Information in any form, except for its employees, agents or independent contractors whose access is required to carry out the purposes of this Agreement and who have agreed to be subject to the same restrict ions as set forth herein. The obligations of this Section 4 shall survive the termination or expiration, for whatever reason, of this Agreement, and will continue to apply as long as the confidential nature of the Confidential Information is maintained.
4.3. Confidential Information shall not include information which: (i) is or becomes known publicly through no fault of the receiving party; (ii) is learned by the receiving party from a third party entitled to disclose it; (iii) is already known to the receiving party before receipt from the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Informa tion; or (v) must be disclosed by legal process or governmental request. The receiving party shall promp tly notify the disclosing party of any such request for disclosure in order to allow the disclosing party full opportunity to seek the appropriate protective orders.
4.4. All Confidential Information shall remain the property of the party releasing it, and suc h Confidential Information shall be returned to the other party or destroyed, upon request and upon the expiration or termination of this Agreement.
4.5. The parties agree and recognize that disclosure or use of any Confidential Information of the other may cause irreparable harm to the non -disclosing party, which would be inadequately compensable in damages. Accordingly, the non-disclosing party may seek injunctive relief , without the necessity of a bond, against the breach or threatened breach of these provisions, in addition to any other legal remedies which may be available.
5. COMPLIANCE WITH LAWS
5.1. In performing this Agreement, each party shall comply with all laws and regulations applicable to this Agreement or the transactions contemplated hereby.
5.2. Customer acknowledges that DeepSeas has entered into this agreement with Customer in material reliance on the following representations and covenants made by Customer:
5.2.1. Neither this Agreement, the relationship created hereby nor the performance hereof is contra ry to the current material laws, rules, or regulations of each jurisdiction in which the Services will be performed; and
5.2.2. Customer has obtained all necessary licenses, permits and other governmental approvals required for Customer’s activities pursuant to this Agreement, and Customer shall cause such licenses, permits and approvals to remain in full force and effect during the Term.
6. WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION
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5 6.1. The parties recognize that the field of information security is one in which the risks and threats change daily, neither DeepSeas nor Customer can anticipate each and every threat which can develop in the future and, as such, the Services cannot prevent or defend against every possible threat. The parties acknowledge and agree that the following disclaimers and limitations of liability represent bargained for allocations of risk, and that the economics, terms and conditions of this Agreement are based upon and reflect such allocations.
6.2. DEEPSEAS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE , AND INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE AT LAW OR FROM A COURSE OF DEALING, USAGE OR TRADE. THE SERVICES ARE PROVIDED “AS IS.” DEEPSEAS DOES
NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF WILL OPERATE ERROR -FREE OR UNINTERRUPTED.
6.3. EXCEPT IN THE CASE OF A BREACH OF CONFIDENTIALITY OBLIGATIONS, NO PARTY SHALL
BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE
OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS AND LOST SAVINGS) SUFFERED OR
INCURRED BY SUCH OTHER PARTY IN CONNECTION WITH THE SERVICES OR ANY OTHER MATTER
COVERED BY THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF THE ACTION (INCLUDING NEGLIGENCE), EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY TO THE OTHER IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO DEEPSEAS IN
THE PRIOR SIX MONTHS , PROVIDED THAT THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO AMOUNTS DUE FROM CUSTOMER UNDER THE SPECIFIC TERMS OF THIS AGREEMENT.
6.4. Notwithstanding any of the foregoing, DeepSeas shall not be responsible for any damages resulting from any inaccurate or incomplete information provided by Customer or its agents. DeepSeas shall also not be responsible for the consequences of any work performed, modifications made to the Services, or for any hardware or software provided by Customer, its agents or any third parties.
6.5. DeepSeas’ obligations under this Agreement shall be void and invalidated to the extent the Ser vices are modified in any manner not authorized by DeepSeas and that adversely affects the performance or reliability of the Services. DeepSeas has the right to modify the Services as DeepSeas sees fit for best operation of the Services as determined by DeepSeas.
6.6. In no event will DeepSeas be liable to Customer or other third parties for any (i) damages caused by Customer’s failure to perform its covenants and responsibilities, (ii) damages caused by repairs, maintenance, or alterations done without DeepSeas’ prior written approval; (iii) damages due to any inaccurate or incomplete information provided by Customer, its employees, or agents; or (iv) loss of data, profits, or use of the Services.
Customer shall indemnify, defend and hold harmless DeepSeas (and its affiliates, employees, agents, directors and officers) from and against any and all third -party liabilities, costs, damages and expenses, including attorney’s fees and litigation expenses (collectively, “Damages”), resulting from Customer ’s (or its employees, agents, directors or officers) gross negligence, material breach of any provision in this Agreement, willful misconduct, violation of any applicable law or regulation, misrepresentation of the Services or any and all illegal acts.
6.7. DeepSeas shall indemnify, defend, and hold harmless Customer (and its affiliates, employees, agents, directors and officers) from and against any and all Damages resulting from DeepSeas’ (or its employees, agents, directors or officers) gross negligence, mat erial breach of any provision in this Agreement, willful misconduct, violation of any applicable law or regulation, illegal acts, or fraudulent misrepresentation of the Services.
7. CUSTOMER OBLIGATIONS AND RESPONSIBILITIES
7.1. Access to Customer’s Computer Systems. Customer shall facilitate necessary access to its computer systems, documentation, and networks as needed to perform and deliver the Services.
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6 7.2. Full Cooperation. Customer shall provide all information, access and full, good faith cooperation reasonably necessary for the delivery and provisioning of the Services. In the event Customer fails to comply with the foregoing, DeepSeas shall be relieved of its obligations hereunder to the extent such obligations are dependent on Customer’s performance of its obligations. In such an event, Customer’s payment obligations are still in full force and effect.
7.3. Customer Premise Equipment. If Customer is provided with any premise equipment for use while receiving the Services, Customer shall return such hardwar e to DeepSeas at the address provided for in Section 3.8 upon the expiration or termination of this Agreement. Customer shall be responsible for adequately packing and shipping with insurance the hardware to DeepSeas within fifteen (15) business days. If such hardware is not returned or is not returned in good working order, Customer will be liable for its full replacement costs.
7.4. Return or Destruction of Confidential Information . Upon termination of this Agreement, Customer shall immediately cease use of all DeepSeas Confidential Information and third -party software not otherwise licensed by Customer. Within thirty (30) days after any termination, Customer shall irretrievably destroy or, upon reasonable request, deliver to DeepSeas all copies of the DeepSeas Confidential Information and the DeepSeas materials in every form, except to the extent that Customer is legally authorized or required to keep it for a longer period, in which case such return or destruction shall occur at the end of such period, and during such period, Customer shall continue to be bound by any and all confidentiality obligations associated with such Confidential Information. Upon request, Customer shall certify in writing that it and each of its affiliates has performed the foregoin g.
7.5. Use of Certain Customer Data. Customer grants DeepSeas the right to retain a copy of any data identified by DeepSeas, in its sole discretion, as malware or forensic data related to malware, including any data which contains embedded malware or is related to any Compromise or Incident. Customer also grants to DeepSeas and its successors and assigns a worldwide, perpetual, irrevocable, non -exclusive, royalty -free license to duplicate, sell, transmit, publish, modify, distribute, publicly display, summarize, alter, compile, and create derivative works of any such data.
Customer agrees that DeepSeas may sublicense or transfer any and all of these rights to third parties provided either (a) such data is scrubbed to remove any identifiable connection to Customer; or (b) if the retained data contains Confidential Information, such third parties agree in writing to the provisions of the Agreement regarding the treatment of Confidential Information.
7.6. General Responsibilities. Customer is solely responsible for:
7.6.1. Any response and/or remediation recommended by DeepSeas in the course of performing the Services;
7.6.2. Appointing, and keeping updated, a primary contact that is reachable by DeepSeas at all times and possesses decision-making authority, to handle all communications involved with the Services;
7.6.3. Promptly providing all information and access requested by DeepSeas in connection with the Services, including, but not limited to: (a) access to offices, sites, buildings, and facilities during normal business hours in accordance with Customer’s security standards, and suitable workspace to accommodate DeepSeas consultants, infrastructure, and systems; (b) a description of the size of the system environment (number of employees, computers, servers, proxies, routers and networks); (c) an overview of all system environment architecture/ components; (d) logs, including those tracking proxy, firewall, IDS/IPS, NetFlow, email, and DNS activity; and (e) all other information requested by DeepSeas in connection with the Services;
7.6.4. Promptly authorizing DeepSeas to take all actions deemed, in its sole discretion, necessary to perform the Services, including but not limited to: (a) installing and maintaining Appliances and Endpoint Software as well as any updates required by DeepSeas in a prompt manner; (b) installing network taps/sniffers and/or Software (e.g., at Customer Internet gateways); (c) installing file system scanners; (d) imaging hard drives and/or other memory; (e) collecting malware/forensic artifacts; (f) reconstructing adversarial activity; (g) assessing end points for infection; (h) assessing network communications for malicious activity; and (i) collecting any data or forensic information related to the Services including Internet browsing histories, registries, process monitoring, and file system usage;
7.6.5. Obtaining all necessary rights and permissions from Users;
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7 7.6.6. Executing in a prompt manner any other agreement, including licensing agreements, DeepSeas requires Customer to execute in order to enable DeepSeas to perform the Services;
7.6.7. Ensuring the accuracy, quality, integrity, legality, reliability, appropriateness, completeness, creation, maintenance, and updating of all Customer information; and
7.6.8. Providing its own connection to the Internet through one or more Internet services providers of its choice in order to access the Services.
7.7. Notification of Changes . The configuration of Customer’s environment, such as use of third -party spam filters or software, may require DeepSeas to alter the standard deployment of its Services and may affect the effectiveness or accuracy of the Services. Customer shall promptly notify DeepSeas of any change to its software, hardware, or configuration of the environment that may impact DeepSeas’ performance of the Services.
7.8. Backup and Alternatives Systems. Customer acknowledges and agrees that DeepSeas’ access to and use of any of Customer’s systems, networks and applications as may be reasonably necessary for the purpose of DeepSeas’ performance of the work described herein, inclu ding but not limited to tests, simulations or scans conducted by DeepSeas, could result in disruptions to, including the unavailability of such systems, networks and applications.
Customer shall at all times during the performance of this Agreement maintai n alternative communication systems and back up or archival versions of all current data and applications contained on its information systems, which systems may be tested or otherwise used by DeepSeas and maintain and fully comply with prudent storage and backup processes and procedures for its systems, networks, data, and applications. Customer represents and warrants that Customer has the full power and right and authority to permit DeepSeas to access and use the systems, networks and applications necessary to perform the work described herein. DeepSeas shall not be responsible for any losses, claims, or liabilities, including but not limited to loss of data, resulting from its access to and use of such systems, networks and applications in accordance with this Agreement or Customer’s failure to fully comply with any back up processes and procedures.
7.9. Third-Party Hardware and Software . The parties understand that DeepSeas’ successful performance of the Services, and/or any work product delivered under this Agreement, may include and/or require use by Customer of certain third-party hardware and/or software products. Unless otherwise agreed in writing, Customer shall be solely responsible for procuring, obtaining, installing, configuring, testing and making operational such third-party hardware and/or software and any rights or licenses to use and/or incorporate into its systems such third -party hardware and/or software, including without limitation the right to make such third -party hardware and/or software available to DeepSeas as necessary to enable DeepSeas to perform the Services; and DeepSeas shall undertake no obligation to procure or provide to Customer or to install, configure, test or make operational such third -party hardware and/or software. The quality, capabilities, operations, performance and suitability of any third-party hardware and/or software lies solely with Customer and the vendor of such third-party hardware and/or software.
7.10. Additional Hardware, Equipment, Software and Licenses . If hard ware, equipment, software or licenses, other than as indicated herein, is required to complete the deployment of the Service, Customer shall be responsible for procuring such hardware, equipment, software or licenses.
7.11. Sublicences. Customer shall not sublicense any rights under this Agreement to any third party (including its parent, affiliates or subsidiaries) without the prior written permission of DeepSeas.
8. APPLIANCES
8.1. Disclaimers.
8.1.1. DeepSeas shall not be liable to Customer or any third party for: (i) any damage that Customer or any Authorized User may suffer arising out of the use of or the inability to use the Appliances unless such damage is caused by willful misconduct or a grossly negligent act of DeepSeas; (ii) the content of information or data provided or transmitted by Customer or any Authorized User; (iii) Appliance service impairments caused by acts within the control of Customer, its employees or authorized agents; (iv) inte roperability of specific Customer applications; (v) Customer’s inability to access or interact with other providers or their services through the internet provided such 156
8 inability is not directly caused by DeepSeas; and/or (vi) performance impairments cause d on the internet provided they are not directly caused by DeepSeas.
8.1.2. DeepSeas does not warrant that the Appliances or Appliance software (“Appliance Software”) will be free from impairments, disruption, viruses, errors, interruption, or failure, or that m onitoring of such Appliances, or Appliance Software will protect Customer against all possible security threats, including willful misconduct by third parties or by Customer or Customer’s employees or agents. DeepSeas does not warrant that the Appliances, monitoring of such Appliances, or Appliance Software will meet Customer’s requirements or that they will be interoperable with Customer’s or any third party’s solutions, services, software, or applications.
8.1.3. DeepSeas makes no warranties, express or implied with respect to the Appliances or any Appliance Software provided by DeepSeas to Customer and used in connection with the Services. Specifically, but without limitation, DeepSeas disclaims and makes no warranty to Customer whether express, implied, or sta tutory as to the merchantability, freedom from infringement, or fitness for any particular purpose of any Appliance or Appliance Software. Furthermore, DeepSeas shall not be liable to the extent that any breach results from any act/omission of Customer, its employees, or agents.
8.2. Intellectual Property of Appliances . The Appliances and associated monitoring services incorporate and include certain intellectual property rights of DeepSeas, its affiliates and its licensors, embodied in hardware, Appliance Sof tware and Appliance documentation, support, and employee expertise (“Appliance Intellectual Property”). In addition to any other rights of Customer under the Agreement and licenses granted to Customer under the Agreement, and without limiting such rights or licenses in any way, for the Term and purposes of this Agreement, Customer shall have a limited, non -exclusive, non -transferable license to this Appliance Intellectual Property for Customer’s use of the Appliances and associated monitoring services, inc luding without limitation, for use in connection with work product and Deliverables as contemplated elsewhere in this Agreement. Customer will not, or knowingly permit any third party to: (i) decompile, reverse engineer, copy, or disassemble the Appliance or Appliance Software; (ii) modify, destroy, rent, lease, loan, sell, or distribute all or any part of the Appliance Intellectual Property, Appliance manuals, or Appliance documentation; (iii) create derivative works – excluding Deliverables, reports and work product – based in whole or in part upon the Appliance Intellectual Property; or (iv) assist in the development of competing Appliances or Appliance Software and/or monitoring services of a third party utilizing Appliance Intellectual Property.
8.3. Safeguarding Appliances.
8.3.1. Customer shall safeguard the Appliance(s) and prevent damage to, or loss of, the Appliance(s).
Customer assumes and shall bear the risk of theft, loss, destruction, or damage to the Appliance(s) from the time the Appliance is in its possession until this Agreement is terminated or expires or DeepSeas removes the Appliances after an Incident as part of the normal course of providing Services during the Term or at the request of Customer (whichever is sooner), and DeepSeas has obtained or received possession of the Appliance(s) in the same condition as they were in when DeepSeas provided them to Customer, except for normal wear and tear, as determined by DeepSeas in its sole judgment and discretion (“Acceptable Condition”). Customer wil l not make any modifications to the Appliances without the written permission of DeepSeas and will pay the cost of any repairs necessitated by unauthorized work.
8.3.2. DeepSeas will appropriately maintain all DeepSeas-installed Appliances through the duration of the Services covered by this Agreement. Customer shall not modify, remove, or relocate any Appliance(s) without the written permission of DeepSeas, and Customer shall pay all costs of any repairs or service work necessitated by unauthorized modification, or removal or relocation from the Customer’s premises or place of business where the Appliance is located. In the event an Appliance is stolen, lost, misplaced, damaged, or becomes nonfunctional, Customer shall notify DeepSeas of such event promptly afte r it becomes aware of such event. Customer will permit DeepSeas access to all Appliances on Customer’s premises used to provide the Services hereunder.
8.4. Delivery, Inspection, Acceptance and Returns.
8.4.1. Appliances and any related Appliance products (“Products”) will be shipped to delivery destination identified by the Customer. Shipping charges will be added to the invoice and paid by the Customer. 157
9 8.4.2. Customer shall inspect Products upon delivery and notify DeepSeas of any damaged Appliances received within fifteen (15) days of delivery. DeepSeas will exchange or replace damaged Appliances at DeepSeas’ sole discretion. DeepSeas may accept the return of new, unopened, unconfigured Appliances in accordance with the DeepSeas Returns Policy. Custom -made products, special order items and cables cannot be returned. Appliance Software shall be deemed accepted by Customer upon delivery.
8.5. Appliance Security Interest. DeepSeas hereby reserves a purchase money security interest in the Appliances and Products to secure pa yment of the purchase price, license fees and any related installation charges for such Products. The security interest shall continue in effect until such amounts are paid in full by Customer.
8.6. Appliance License. DeepSeas hereby grants Customer a non -exclusive, non -sublicensable, and non - transferable right to allow its Authorized Users to access an administrative interface to the Appliance and associated services during the Term solely for Customer’s internal purposes and not for the benefit of any third party except as may be otherwise provided for in the Agreement. Administrative access to the Appliance is limited to the Authorized Users to access and use the administrative components of the Appliance and Services. Customer acknowledges and agrees that Customer is solely responsible for ensuring that Authorized Users comply with this Agreement, and Customer shall be solely responsible for any breach of this Agreement due to the willful misconduct or gross negligence of any Authorized User (except DeepSea s). Customer shall make no attempt to, and shall not permit any affiliate, Authorized User, or third party to make any attempt to: (a) remove or modify any markings or any notice of DeepSeas or its licensors’ proprietary rights; (b) make the Appliances or Appliance Software, or any materials thereof available in any manner to any third party for use in the third party’s business operations; (c) alter, adapt, modify, improve, or reverse engineer any part of the Appliances; (d) interfere in any manner with the installation, maintenance, or continued operation of the Appliances; (e) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing, or otherwise commercially exploit the Appliances or Appliance Software; or (f) otherwise use the Appliances or Appliance Software not in accordance with this Agreement. Customer acknowledges that, except as expressly set forth herein, DeepSeas has no delivery obligation and will not ship or otherwise transfer any copies of the Appliance Software to Customer as part of the Appliance or services unless requested by Customer.
8.7. Appliance Software Licenses . All Appliance Software distributed or licensed by DeepSeas is subject to applicable Software license agreements (i.e., Appliance Software licenses) between the software publisher (including, as applicable, DeepSeas, its affiliates, or third parties) and Customer. DeepSeas shall license or cause its affiliates to license, to Customer the requisite license rights and terms and conditions with r espect to such distributed Appliance Software as applicable. Customer’s compliance with any publisher’s software licenses of such distributed Appliance Software is Customer’s responsibility. Customer agrees to comply with and be bound by the terms and cond itions of the applicable distributed Appliance Software in exchange for its use of such Appliance Software under th is Agreement. If any such software is subject to shrink-wrap, click-through, on screen or similar license agreements that must be accepted du ring any installation or configuration service performed for Customer by DeepSeas, Customer authorizes DeepSeas to accept the terms of such agreements on behalf of Customer.
8.8. Appliance Warranties. The Appliance warranties in this Section do not cover se rvices required to repair damages, malfunctions or failures caused by (i) Customer’s failure to follow DeepSeas’ or the Appliance manufacturers’ instructions; (ii) Customer’s unauthorized repair, modifications or relocation of Appliance equipment used to p rovide monitoring services hereunder or the attachment to such equipment of non -DeepSeas authorized equipment; or (iii) Customer’s abuse, misuse, or negligent acts.
8.9. Return of Appliances . No later than fifteen (15) days after termination of this Agreement for any reason, Customer shall return to DeepSeas all Appliances provided to it by DeepSeas that were provided to a domestic U.S. address. If Customer fails to return such Appliance(s) within this time period, or if DeepSeas determines that returned Appliance(s) are not in acceptable condition at the time of return, Customer shall pay the cost to replace the unreturned or damaged Appliance(s).
9. NOTICE
9.1. All notices, requests, or other communications hereunder shall be in writing, addressed to the parties as follows:
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10 If to Customer: If to DeepSeas:
City of Murrieta DeepSeas, LLC
12121 Scripps Summit Drive
Suite #320
San Diego, CA 92131
Attn: Legal Department
Email: [email protected]
Attention:
Address: 1 Town Square, Murrieta, CA 92562
Phone/Email:
9.2. If either party wishes to alter the address to which communications to it are sent, it may do so by providing the new address in writing to the other party.
10. USE OF DEEPSEAS LOGOS
10.1. DeepSeas grants Customer a non -exclusive, non-transferable, revocable license to use DeepSeas logos (the “Logos”), all pursuant to the terms and conditions set forth in this Agreement. Customer acknowledges that it is granted no rights with respect to DeepSeas’ trademarks, including the Logos, except as expressly set forth herein.
10.2. DeepSeas may modify any of the Logos from time to time, and Customer agrees to stop using any prior version of a Logo following any such modification. Upon reasonable notice from DeepSeas, Customer shall promptly modify its use of any Logo to conform to any such changed Logo or related guidelines.
10.3. Prior to its use of any Logo, Customer must submit a proposal to DeepSeas setting forth the design of the Logo that Customer wishes to use, as well as the proposed context for its usage. DeepSeas will review any such proposal and provide written notice of its consent to or rejection of such proposal. Under no circumstances shall Customer use any Logo unless and until DeepSeas has provided written consent for its use. If at any time DeepSeas determines that Customer’s use of a Logo is not in compliance with this Agreement or DeepSeas’ quality standards, Customer shall promptly modify or discontinue its use of the Logo as directed by DeepSeas.
10.4. Customer shall not use the Logos in any manner th at (i) misrepresents its relationship with DeepSeas or is otherwise misleading, (ii) reflects negatively on DeepSeas, or (iii) could cause confusion as to DeepSeas’ ownership of the Logos. Customer shall not alter, modify, or change the Logos in any way w ithout the prior written consent of DeepSeas. Customer agrees not to use the Logos or potentially confusing variations of the Logos as a part of any of Customer’s trademarks, product names or service names.
10.5. This license may be terminated by DeepSeas at any time and for any reason upon written notice to Customer.
Upon termination of the license, Customer shall immediately cease all use of the Logos.
10.6. Customer agrees to indemnify, defend, and hold harmless DeepSeas from any and all claims, damages, expenses and liabilities arising out of or in any way related to Customer’s use of the Logos.
11. DEFINITIONS
11.1. In this Agreement, the following words and phrases shall bear the following meanings unless the context indicates otherwise
11.1.1. “Affiliate” is any legal entity which directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights of a party. Any such legal entity shall be considered an Affiliate for only such time as such equity interest is maintained.
11.1.2. “Appliance” shall refer to hardware device which may be pre-loaded with Software and installed on Customer’s environment to enable DeepSeas’ performance of the Services. This includes, but is not limited to the network sensors, collectors or other hardware provided under this Agree ment.
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11 11.1.3. “Associated Parties” shall refer to a party’s Affiliates, directors, officers, employees, agents, licensors, vendors, or subcontractors.
11.1.4. “Authorized User” shall refer to any employee or third -party user that requires access to the Software or Servi ces and has been identified in writing by Customer to DeepSeas as being authorized to use the administrative components of the Software or Services.
11.1.5. “Availability” shall mean the percentage of time a specific component of the Services is Available to the Customer during a given month, subject to certain exceptions.
TOTAL NUMBER OF MINUTES PER MONTH SERVICE AVAILABLE TO
CUSTOMER
AVAILABILITY = ------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF MINUTES IN THE MONTH
Example: If total number of minutes the Software was unavailable to the Customer (for reasons not set forth in the list of exceptions) was 120 minutes and the total number of minutes in the month is 43,200, then the Avai lability calculation for that month would be as follows: 43080/43200 = 99.72%
11.1.6. “Compromise” shall refer to an Incident ranging from an individual/small -scale operation (e.g., insiders, suppliers and activists) to large-scale, organized efforts (e.g., perpetrated by criminal networks and/or foreign governments).
11.1.7. “Covered Device” shall refer to Customer log device or data source specified within this Agreement and any exhibit hereto and including information describing the log source such as the device’s manufacturer, vendor, Device Type, and specified use case.
11.1.8. “Custom Log Source” or “Custom Device” shall refer to any log source that requires development of software code to parse log data for the Analytics Platform. Examples include the following: Application logs, web server logs, database logs, or any devices as defined by DeepSeas.
11.1.9. “Customer Information” shall refer to any information, records, data, or any other materials (in whatever form) entered into the Software or Endpoint Software by Customer or any User or any Authorized User.
11.1.10. “Customer Portal (CP)” shall refer to the internet -based web portal designed to provide log data, alerts, reports, graphs, dashboards, analysis tools, Customer tickets, notifications, and other related informat ion applicable to the Services.
11.1.11. “DeepSeas” includes its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, attorneys, representatives, subcontractors, and suppliers.
11.1.12. “DeepSeas Materials” includes (a) any Software, hardware, documentation, and/or other materials including, without limitation, the following: (i) Software and Appliances; (ii) computer software (object and/or source codes and/or scripts), programming techniques and programming concepts, methods of processing and use, and system designs embodied in the software; (iii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iv) Intellectual Property Rights, including but not limited to, discoveries, inventions, concepts, designs, documentation, product specifications, application program interface specifications, techniques and processes relating to the software; (b) the research and development or investigations of DeepSeas; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, terms and conditions of this Agreement, formulas, data, schematics, trade secrets, know-how, improvements, marketi ng plans, Customer lists, financial information, forecasts and strategies; (d) any information about or concerning any third party (which information was provided to DeepSeas subject to an applicable confidentiality obligation to such third party); and (e) any enhancements, modifications or derivatives of such materials. DeepSeas Materials shall be considered Confidential Information. 160
12 11.1.13. “Device Type” shall refer to the category name used to classify a Covered Device for purposes of determining the pricing category specified within this Agreement. DeepSeas may at its own discretion update, refine, add, remove, and re-categorize Device Types at its sole and complete discretion.
11.1.14. “Enablement” shall refer to work undertaken by DeepSeas to set up, configure, imp lement, and provision the Services.
11.1.15. “Endpoint Software” shall refer to the Endpoint Detection & Response software provided by DeepSeas for Customer use and in accordance with the terms of this Agreement and the Endpoint EULA included in the Service Description.
11.1.16. “Engagement Period” shall start upon the Effective Date and shall end upon completion or other termination of this Agreement.
11.1.17. “Events per Second (EPS)” shall refer to total quantity of Log Events received in aggregate from all Covered Devices during any 24-hour period converted to seconds.
11.1.18. “Host/Network Log Source” shall refer to the Device Type name that refers to a defined category of devices including windows and Linux servers, PCs, routers, switches, wireless access points, and other simila r devices as defined by DeepSeas and that DeepSeas may update or change from time to time.
11.1.19. “Incident” shall refer to the presence of malicious software such as Trojans, worms, viruses, and spyware; password phishing; cyber -attack; cyber -intrusion; hacking ; data breach; unauthorized access; denial of service; malware; bots; system Compromise or other computer security breach.
11.1.20. “Log Analytics Platform” shall refer to a system that collects and analyzes log data feeds from the Customer’s network and security devices with the purpose of identifying activity, patterns and behaviors that are an indicator of a security threat.
11.1.21. “Log Collector” shall refer to DeepSeas’ hardware Customer Premise Equipment (CPE) or software placed within the Customer’s network or virtual environment for delivering the Service to the Customer. The Log Collector collects, aggregates, and/or analyzes the Customer’s log data sent to it from the Covered Devices.
11.1.22. “Log Collector Type” shall refer to DeepSeas’ Log Collector, which will be specified as either a “Physical” Log Collector, or a “Virtual” Log Collector. A Physical Log Collector is a PC serve r-based hardware appliance, and a Virtual Log Collector is a software image, agent, or application prepared for installation into a Customer’s virtual infrastructure, server, or workstation.
11.1.23. “Log Event” shall refer to log data output in the form of a comm on syslog formatted data stream received from a Covered Device by the Log Collector.
11.1.24. “Managed Detection and Respond Services” includes validation of alerts generated by the Endpoint Software and Software, delivering notification to Customer of any legitim ate threats identified from an alert, monitoring of all Endpoint Software and Software to ensure it is up to date, running and operating as expected.
Identification of legitimate threats without the aid of an alert is considered Threat Hunting. Response th at requires reverse engineering, Customer threat research, on -site support at a Customer location, coordination of remediation activities across multiple systems or response to a historic embedded attack is considered Advanced Incident Response.
11.1.25. “Private Information” includes information comprising personally identifying (e.g., PHI, ePHI, PPI, PCI, PHP) or proprietary network information related to Customer and third parties which interact with Customer.
Private Information may also include network, equipm ent, files, databases, logs, and other sources of information which may support the Services.
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13 11.1.26. “Provisioning Document” shall refer to a document provided by DeepSeas which contains requested information and documentation from the Customer needed to properly set-up and configure the Services. Information to be provided by the Customer within the Provisioning Document include the placement of Log Collectors in the Customer network, power, rack and cabling requirements, IP address assignments, device weighting , zone information, location, network segments, DMZs, etc.
11.1.27. “Services Charge” is the sum of the labor fees, the travel related expenses, and other actual expenses/costs described in this Agreement.
11.1.28. “Service Level” shall refer to the scope of the services provided by the DeepSeas to the Customer, which include the pre-defined responsibilities, duties, tasks, and obligations of DeepSeas.
11.1.29. “Service Option” shall refer to an optional service component that offers coverage for an additional specified capability for an additional cost to the Customer and further defined within DeepSeas’ Scope of Work.
11.1.30. “Services” shall refer to services, including monitoring services and access to the Software, provided by DeepSeas as identified in this Agreement.
11.1.31. “Software” shall refer to the software provided by DeepSeas as identified in this Agreement other than Endpoint Software.
11.1.32. “SOC” shall refer to the Security Operations Center where DeepSeas’ security operators, analysts, engineers, and other personnel perform analysis and triage of logs, Alerts, Security Events, and provide response or communications with the Customer as appropriate.
11.1.33. “Threat Hunting” shall refer to the proactive service designed to identify attacks independent of an alert generated from any other service.
11.1.34. “Threat Notification” shall refer to the information provided by DeepSeas in response to a Security Event or other event requiring Customer notification as determined by DeepSeas. Security Event Notifications are provided via a phone call or in the form of a Threat Notification, which is DeepSeas’ Customer notification template.
11.1.35. “User” shall refer to any individual affiliated with Customer, including Customer ’s Authorized Users, that gains access to the Software or Services or that transmits any da ta to or through the Software or Services because of this Agreement.
12. GENERAL PROVISIONS
12.1. This Agreement and Exhibit B attached hereto constitute the full and entire understanding and agreement between the parties with respect to the subject hereof, and supersede any and all prior agreements and understandings, whether oral or written pertaining to this subject. This Agreement in its entirety shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the parties hereto or b y any usage of trade. This Agreement may be amended or modified only by a written document executed by DeepSeas and Customer.
12.2. This Agreement shall be governed by and will be interpreted and construed in accordance with the laws of the State of California, without regard to conflicts of law principles, and the parties consent to the sole and exclusive jurisdiction of the federal and state courts of the State of California in San Diego County for all actions arising hereunder.
12.3. This Agreement is not an exclusive contract for the provision of services of the type that make up the Services or any part of them. Without limiting the generality of the foregoing, DeepSeas acknowledges that Customer might engage other service providers or procure services or product s from any third party substantially the same as or identical to the Services or any products herein at any time and by any means.
12.4. The terms, rights, and obligations under this Agreement, which by their nature should survive, will remain in effect after termination or expiration of this Agreement. 162
14 12.5. The failure of either party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of any such provision and shall not affect the validity of this Agreement or any part thereof or the right of either party to, in the future, enforce such provision. No waiver of any breach hereof shall be construed to be a waiver of any other breach. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.
12.6. Neither party shall be liable for any default or delay in performance of its obligations hereunder (excluding any obligation to make timely payments as provided hereunder) to the extent the same is attributable to events beyond the reasonable control of such party, including, without limitation, acts of God, acts of public enemies, civil commotions, embargoes, epidemics, quarantine restrictions, floods, fires, earthquakes, unusuall y severe weather conditions, strikes, labor disputes, accidents, mechanical breakdowns and governmental actions.
12.7. Customer may not assign or transfer all or any part of its rights or obligations under this Agreement without the prior written consent of DeepSeas, which consent will not be unreasonably withheld. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.
Notwithstanding the above, Customer shall have the right t o assign or transfer all of its rights and obligations under this Agreement in connection with the sale of all or substantially all of its assets in a bona fide third party sale.
12.8. The invalidity or non -enforceability of any provision of this Agreement shal l not affect the validity or enforceability of any other provision of this Agreement.
12.9. The captions contained herein are for convenience and in no way define, limit or enlarge the scope of this Agreement or any of its Sections.
12.10. This Agreement may be execu ted in one or more counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same Agreement.
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15 IN WITNESS WHEREOF, the parties hereto have caused two (2) originals of this Services Agreement to be executed by their duly authorized representatives.
Deep Seas, LLC City of Murrieta
By: By:
Name: Name:
Title: Title:
Date: Date:
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16 EXHIBIT A
SUPPORT TERMS
For the on-going services, DeepSeas will provide the level of services as described in this Exhibit A. Support shall only be provided to Customer’s technical staff members, and only in accordance with the DeepSeas Standard Customer Support Policies and Procedures set forth as follows:
a. Service Hours
i. Managed Detection and Response (MDR) Services will be provided 24x7x365. ii. All the other Services will be performed Monday through Friday, excluding designated DeepSeas holidays (“Normal Business Hours”), unless otherwise noted herein.
Designated Holiday Date Observed
New Year’s Day January 1
Martin Luther King Jr Day 3rd Monday of January
Memorial Day Last Monday in May
Independence Day July 4
Labor Day 1st Monday in September
Thanksgiving Day 4th Thursday in November
Day after Thanksgiving 4th Friday in November
Christmas Eve December 24
Christmas Day December 25
b. Service Maintenance Windows
i. DeepSeas will utilize Scheduled Maintenance Windows to upgrade equipment, software, and facilities which may add capacity, new features, resiliency, improvements, and bug fixes. ii. DeepSeas may perform scheduled maintenance during the Scheduled Maintenance Windows as defined below (Table 2), with or without prior written notice. iii. The scheduled maintenance windows for infrastructure upgrades and software releases will occur according to the following schedule defined below (Table 2). iv. DeepSeas may need to perform emergency or non-scheduled maintenance from time to time and therefore reserves the right to perform maintenance at any time should emergency maintenance be necessary. In such an event, DeepSeas will attempt to provide 24 -hour advance written notice or as soon as practicable for the maintenance event.
Scheduled Maintenance Table 2
Region Times
Primary Data Centers Every Sunday – From 12:00 a.m. until 4:45 a.m. Pacific Standard Time
Every 3rd Sunday* - 9:00 p.m. until 4:45 a.m. Pacific Standard Time Secondary Data
Centers
Every Saturday – From 12:00 a.m. until 4:45 a.m. Pacific Standard Time
4th Saturday* - 9:00 p.m. until 4:45 a.m. Pacific Standard Time If the day falls on a DeepSeas designated holiday or other special day, DeepSeas may reschedule the monthly maintenance window.
c. Service Availability and Service Levels
AVAILABILITY CATEGORIES
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17 If, in a given month, the Availability of a particular Availability Category drops below the Minimum Availability % set forth in the table below, then DeepSeas will have created one (1) Service Level Default in that category. Under no circumstance can there be more than one Service Level Default per Availability Category per month.
AVAILABILITY CATEGORIES AND MINIMUM AVAILABILITY %
Availability Category Minimum Availability %
Network Security Traffic MDR 99.9999%
SOC Resources 99.9999%
AVAILABILITY DETAILS
A Network Security Traffic MDR Availability default occurs when Customer's network traffic is not being delivered or flowing as a result of a DeepSeas provided Network Security appliance, provided such failure to deliver is not the result of any of the exceptions captured in the SLA Exception table below.
A SOC Resource Availability default occurs when the DeepSeas Security Operations Center staff is not available to perform the Services, provided such failure to deliver is not the result of any of the exceptions captured in the SLA Exception table below.
THREAT NOTIFICATION ALERT DEFAULT THRESHOLDS
The following table describe DeepSeas’ Threat Notification Alert Default Thresholds, Target and Minimum Notification Times, and Target and Minimum Service Level Agreements (SLAs):
THREAT NOTIFICATION ALERT DEFAULT THRESHOLDS
THREAT
SEVERITY DESCRIPTION
TARGET
NOTIFICATION
TIME*
TARGET
SERVICE
LEVEL
MINIMUM
NOTIFICATION
TIME
MINIMUM
SERVICE
LEVEL
Level 1
Critical
Could cause severe business
impact/service disruption to
critical services/systems
Risk potential includes
financial, reputational,
regulatory, legal, etc.
Targeted attack / attempts by
internal or external parties
Repeated attempts to obtain or
export unauthorized
information or access
Generates public interest
<15 minutes 99.99% 30 minutes 99.5%
Level 2
High
Major impact to multiple
critical systems or services
Major impact to sensitive data
Multiple malware infections on
internal network – 5 hosts and
up – or suspected ransomware
Potential for public interest
<15 minutes 99.99% 30 minutes 99.5%
Level 3
Moderate
Any infection beyond
potentially unwanted
program/adware
Malware infection on 1-4 hosts
<1 hour 99.99% 2 hours 99.5%
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18 Potential for service disruption
on users
Level 4
Low
Impacts a single system or
service
Impacts a non-critical
enterprise system or service
Potential unfriendly or
unintentional activity by
internal or external parties
<1 hour 99.99% 4 hours 99.5%
* Notification Time commences upon formal determination that an alert is a validated threat and input into the validated threat system.
SERVICE LEVEL PENALTIES FOR FAILURE TO PERFORM
The following service level agreements shall be effective from the date the Service is placed in live use. Service credits will be owed to Customer based on the following table, subject to the Grace Period set forth thereafter:
SERVICE LEVEL AGREEMENT DEFAULTS
# OF SERVICE
LEVEL DEFAULTS CUSTOMER CREDIT
0-1 0% of monthly recurring charges for the Services
2-4 5% of monthly recurring charges for the Services
5-6 10% of monthly recurring charges for the Services
7 or more 15% of monthly recurring charges for the Services Customer is entitled to a credit if DeepSeas has two (2) or more Service Level Defaults in any month.
Maximum cumulative penalties shall not exceed 15% of the total monthly fees for the Services. **Outages associated with the Customer’s environment would preclude the declaration of a Service Level Default.
CREDIT GRACE PERIOD
In the event that DeepSeas owes any service credits under this section, DeepSeas will have the opportunity to earn back those credits. If the one-month immediately following the issuance of any service credit(s) does not contain any Service Level Defaults, 100% of the credits will be forgiven.
Service credits shall only be issued to Customer after this one-month grace period.
SLA EXCEPTIONS
If Customer is unable to access the Services for any of the reasons set forth below, such event shall not constitute an "Outage" for any portion of the time period of the inaccessibility.
SLA EXCEPTIONS
ITEM # REASON DEFINITIONS
1 External Support Callback
Accessibility issue that requires third party
resources (not including DeepSeas contract
work) to resolve, such as those that require
the engagement of a third-party vendor to
make repairs and those associated with
equipment that is not covered by a 24x7x365
maintenance agreement.
2 Third Party
Accessibility issues associated with the
actions or inactions of third parties not
affiliated with DeepSeas and for which
DeepSeas has no control or ability to
remedy.
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19 3 Customer Availability
Accessibility issues DeepSeas is unable to
resolve because it is unable to contact
Customer in order to resolve the problem.
4 Facility Access Issue
After-Hour access issue where Customer
cannot control building access and entry
cannot be granted through other means.
5 Force Majeure
Accessibility issues caused by any incident of
force majeure, as defined in this Statement of
Work (SOW) and/or a governing Master
Services Agreement (MSA).
6 Connectivity
Accessibility issues caused by
telecommunications or internet failures
between DeepSeas and Customer or by
telecommunications or internet connectivity
issues on Customer side.
7 Scheduled Scheduled events at the request of any
authorized Customer resource.
8 Planned Maintenance
Accessibility issues caused by planned
maintenance downtime, provided that: (i)
such planned maintenance; (ii) DeepSeas
provides Customer with at least forty eight
(48) hour advanced notice; and (iii) such
planned maintenance is planned for non-core
business hours as much as practicable
9 Facilities
Accessibility issues caused by facilities issues
such as problems related to power, air
handlers etc.
10 Responsibilities Accessibility issues caused by any agent, contractor, or employee of Customer.
11 Customer-Provided Maintenance
Customer’s lack of hardware and/or software
maintenance after any applicable vendor
warranty period expires.
12 Breach
Any accessibility issue caused by Customer’s
breach of this SOW or Customer's breach of
any other SOW between Customer and
DeepSeas.
168
20 EXHIBIT B
SERVICES AND PRICING
DeepSeas will perform managed services on an annual fee basis, plus out -of-pocket expenses and the applicable administrative fees, installation fees, applicable taxes, and shipping fees outlined in Table 1. a. Services and Pricing
DeepSeas shall provide the selected Scope of Services as defined below in Table 1 for the total Annual Charge of $57,600.00 USD
Scope of Services (Table 1)
b. Approval/Acceptance:
For Services:
DeepSeas shall validate the process steps to achieve acceptance of the Services in consultation with Customer during the implementation period for the Services. If the Customer begins receiving the Services, they shall be deemed “Accepted,” unless otherwise noted by the Customer. If a problem develops, or if Customer notifies DeepSeas in writing of identifiable operational concerns, DeepSeas shall use commercially reasonable efforts to resolve the problem promptly. Once the problem has been resolved to the reasonable satisfaction of the Customer, DeepSeas may seek acceptance which shall promptly be provided.
For Deliverables:
Customer shall have five (5) business days from its receipt of a Deliverable provided by DeepSeas to review and evaluate such Deliverable to determine whether the Deliverable substantially conforms with the specifications for the particular Deliverable as set forth herein, if any; and if no written acceptance or rejection is received by DeepSeas within such five (5) business day period, the Deliverable shall be deemed to be accepted.
DEEPSEAS Service(s) Description of Service(s) Scope Elements Monthly
Recurring
Charge
Non-
Recurring
Charge
Protect
Endpoint MDR
24x7x365 endpoint threat
detection, analysis, and
response to validated
cybersecurity threats.
Endpoint Count: 600
Customer Provided
License(s): Defender
P2
$4,800.00 n/a
In the event Customer exceeds the endpoint count, the authorized endpoint quantity will automatically be increased in increments of 50 and will increase the fee for the current Term by ($8.00 x Y) x (Z), where Y is the number of additional number of endpoints (increments of 50) and Z is the number of months remaining in the then current Term. Customer will be invoiced for the additional endpoints as they are authorized.
Subtotal $4,800.00 n/a
169
21 EXHIBIT C
SERVICE DESCRIPTION(S)
Endpoint MDR – Service Description
SERVICE OVERVIEW
DeepSeas’ Managed Detection & Response services (MDR) provide monitoring, detection, analysis, and response to validated security threats within client environments enrolled in one or more DeepSeas’ MDR offerings. The DeepSeas Cyber Defense Team evaluates alerts generated by security monitoring technologies deployed within Customer environments. When DeepSeas determines that an alert is a legitimate threat to the security of the Customer's environment, a threat notification rep ort will be delivered that provides detailed information associated with the threat and recommended courses of action. DeepSeas can also perform response actions, as necessary, in support of responding to threats.
DeepSeas’ Endpoint Managed Detection and R esponse service (Endpoint MDR) delivers 24x7x365 endpoint threat detection, analysis, and response to validated cybersecurity threats within a customer’s environment. Endpoint monitoring is a critical component of detecting and validating the severity and origination of a threat. Threat detection includes monitoring of alerts by DeepSeas cyber defense analysts who triage, examine, and categorize alerts generated from a specified endpoint detection and response (EDR) technology. DeepSeas, through its subject matter experts and technological capabilities, also provide threat hunting and detailed forensic investigation in support of the monitoring, detection, and response mission.
DeepSeas’ Cyber Defense Team identifies potential security threats in Customer en vironments using a combination of alert enrichment and review, open and closed source cyber threat intelligence, enterprise data search, and targeted cyber threat hunting. When DeepSeas identifies and validates a potential security threat in a monitored Cu stomer environment, a Threat Notification report is documented and delivered to the Customer in alignment with a scaled threat severity model. Should a threat be identified on an endpoint within the Customer’s network environment, a Validated Threat Notifications report will be sent to the Customer and will include severity level, vector information, and recommended response actions to mitigate the threat. Threat Notification reports are created in the form of a case event in the DeepSeas customer portal. Depending on the threat severity, direct contact is made in accordance with the Customer-provided notification escalation order, per the Customer MDR Runbook that DeepSeas and Customer will mutually agree upon during kickoff.
Our MDR program includes the following service elements:
• Threat Detection - DeepSeas threat detection provides review of alerts from, proactive enterprise search of, and targeted threat hunting using Customer security monitoring tools to identify and prioritize cyber threats.
• Threat Notification - Threat Notification reports are generated by DeepSeas cyber defense analysts to describe the nature, context, and severity of a validated threat along with remediation recommendations.
• Threat Response - DeepSeas cyber defense analysts provide Customers with response guidance and/or response actions for resolving threats. Response actions are defined in a mutually approved Customer MDR Runbook document.
• Curated Threat Intelligence – DeepSeas applies curated detection logic and analytics to security 170
22 monitoring tools deployed in customer networks to improve the effectiveness of threat detection and response.
• DeepSeas XDR Cyber Defense Platform - DeepSeas XDR Cyber Defense Platform provides customers with a cloud -hosted technology architecture that supports data collection, analysis, automated response, and reporting capabilities across multiple attack surfaces.
Supported EDR Products & Licensing Options
DeepSeas supports both on -premises and cloud -based EDR solutions (s ee “List of Supported Endpoint Products” below).
LIST OF SUPPORTED ENDPOINT PRODUCTS
PLATFORM
SUPPORT TYPE LICENSING + TOOLING
Cloud
Version
On-Prem
Version Licensing Options
Minimum License(s)
Required
Additional
Software/Hardware
(Highly
Recommended)
Carbon Black™ Yes No
Bring Your Own License1
Purchase Through
DeepSeas2
Enterprise EDR Endpoint Standard
CROWDSTRIKE
Falcon™ Yes N/A
Bring Your Own License
Purchase Through
DeepSeas2
(Falcon X and NGAV)
MSSP Protect MSSP Defend
SentinelOne™ Yes N/A
Bring Your Own License
Purchase Through
DeepSeas2
Complete
FireEye HX™ Yes Yes Bring Your Own License Cloud: HX Cloud On-Prem or OT: must be scoped
Cloud Collection
Appliance
Microsoft Defender
for Endpoint™ Yes N/A Bring Your Own License Defender for Endpoint P2 Entra Free ID
E3, Business
Premium, or Entra
P1 (or higher)
Palo Alto Cortex
XDR™ Yes N/A Bring Your Own License Cortex XDR Pro
Sophos Yes N/A Bring Your Own License
Intercept X Advanced with XDR
Intercept X Advanced for Server
with XDR
Tanium™ Yes Yes Bring Your Own License Threat Response Module Cloud Collection Appliance
THREAT RESPONSE
During onboarding, DeepSeas will work closely with Customer stakeholders to jointly develop a Customer MDR Runbook , which will detail individual responsibilities for responding to Threat Notification s delivered by DeepSeas. Response actions are typically categorized as one of the following:
RESPONSE TYPE DESCRIPTION
1 Bring Your Own License - Customer can elect to purchase EDR through supplier of their choice. Customer owns licensing and associated fees. 2 Purchase Through DeepSeas - Customer can elect to purchase certain EDRs through DeepSeas who will provide as a cloud-hosted, third party EDR software platform as defined in a separate SaaS Agreement. 171
23 GUIDED RESPONSE Guided Threat Response provides customers with recommended response actions that the Customer’s internal team should complete to contain, mitigate, or remove a threat identified in a DeepSeas Threat Notification.
PROACTIVE RESPONSE DeepSeas will perform specific threat containment response actions based upon a defined MDR runbook. Active Response actions may be combined with Guided Response actions to facilitate incident resolution. Example proactive response capabilities include endpoint system containment, proxy modification, firewall modification, and custom API integrations.
BREACH RESPONSE Upon activation of a pre-negotiated Incident Response retainer, DeepSeas will provide dedicated and (as needed) on-site investigation, triage, recovery, and remediation.
CURATED THREAT INTELLIGENCE
DeepSeas MDR customers benefit from continuous technical threat intelligence updates that are applied to tools and platforms managed by DeepSeas. DeepSeas’ cyber threat intelligence research team employs a rigorous methodology to generate, curate and publish threat intelligence analytics and detection signatures that are used to enhance the detection technologies deployed within Customer networks. The application of cyber threat intelligence improves threat detect and response through timely identification of adversary techniques and indicators and provides increased threat context during response activities.
DEEPSEAS’ CYBER DEFENSE PLATFORM
DeepSeas MDR customers integrate their security technology tools and have secure access to the DeepSeas XDR Cyber Defense Platform, a cloud hosted technology architecture that provides data collection, analysis, response, and reporting capabilities across multiple attack surfaces (e.g. endpoints, networks, and operations technology).
The following features and capabilities are included as part of the DeepSeas XDR Cyber Defense Platform:
Service Orchestration Appliance
The DeepSeas Service Orchestration Appliance is used to collect relevant data from the Customer - deployed security tools platforms or applications and to enable specified response actions using API (Application Programming Interface) communications. The appliance can be deployed physically or virtually. During service initiation, DeepSeas and Customer will agree upon the required number of Service Orchestration Appliances and the location(s) where deployment is required.
Cyber Threat Analysis and Response Framework
The DeepSeas Threat Analysis and Response Framework is a collection of automated capabilities that are used by the DeepSeas Cyber Defense Team to enrich, analyze, and respond to security alerts and threats within a customer environment.
Customer Portal
The DeepSeas Customer Portal provides validated threat notification information, threat details, remediation support recommendations, and other information related to the level of service stipulated in the Statement of Work. The Customer Portal provides:
Threat Notification and Case Management tracking solution which provides visibility into case activities such as real -time threat investigation information, case status, and other actionable information that the Customer can use to review and mitigate a validated threat. Metrics and Reporting Insights that quantify the status of Customer’s MDR services. Knowledge Management Documentation describing the MDR service features and common Customer questions.
172
24 The Ability to Submit questions and Support Requests to the DeepSeas Cyber Defense Team 24x7x365
24x7 Customer Hotline
The DeepSeas MDR Customer Hotline allows Customers to contact the DeepSeas Cyber Defense Team 24 hour a day, 365 days per year through a dedicated customer telephone number.
SERVICE ONBOARDING TIMELINE
The following table describes the typical steps DeepSeas undertakes together with the Customer to onboard and initialize our Endpoint MDR service
STEP DESCRIPTION
ESTIMATED DURATION
(WEEKS)
1. Kick-Off DeepSeas and the Customer participate in a joint call to confirm services, service orchestration appliance
placement (if required), shipping information,
definition of a Customer MDR Runbook and other key
details regarding the Services that shall be provided.
During the Kick-Off, the Customer is introduced to
their Technical Support Engineer (TSE) / Service
Delivery Manager (SDM).
<1 WEEK
2. EDR Deployment
The Customer will deploy the EDR controller and EDR
agents to endpoints as applicable and appropriate per
the specific software solution and SOW.
1-3 WEEKS
3. Service Orchestration
Appliance(s) Deployment
If needed, appliances are shipped within the continental United States with an estimated delivery time of 2-3
days (International shipping schedules will vary).
Integration is confirmed when telemetry data flow from
the EDR controller to the appliance is established and
from the appliance(s) to DeepSeas.
2-3 WEEKS
4. Baseline DeepSeas will begin monitoring the EDR platform alerts and begin notifying the Customer of validated
threats while creating a baseline for priorities, focus, and response.
1 WEEK
5. Service Optimization & Go- Live DeepSeas services are fully operational and adjusted as needed to meet Customer needs, as defined in the
Statement of Work. DeepSeas will provide reports and
on-going communication to the Customer.
4+ WEEKS
173
CITY OF MURRIETA
City Council Meeting Agenda
Report
6/4/2024
Agenda Item No. 6.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Diego Chavez, Administrative Services Director
PREPARED BY: Diane Kohanyi, Management Analyst - IT
SUBJECT:
First Amendment to the Agreement Western Audio Visual
RECOMMENDATION
Amend the current agreement with Western Audio Visual for audio-visual support services for $42,645 for an additional three years with a total contract amount not to exceed $56,860.86.
Ratify the payment approval in the amount of $14,215.86 for year one of service from June 1, 2024, to May 31, 2025; and
Authorize the City Manager to execute the amendment and all related documents.
PRIOR ACTION/VOTE
On March 5, 2019, the City Council adopted Resolution No.19-4051, Awarding the Construction Contract for the Audio Visual Technology Equipment Upgrades and Additions Project in the City Hall Chamber, Adjacent Conference Room, Police Department Briefing Room, and Emergency Operations Center, CIP No. 10033 (Vote: 5-0).
CITY COUNCIL GOAL
Maintain a high performing organization that values fiscal sustainability, transparency, accountability and organizational efficiency.
BACKGROUND
In 2019, the City of Murrieta (City) advertised and released a Notice Inviting Bids (NIB) for the audio-visual equipment upgrades and additions capital improvement project. The City received two sealed bids, and on March 5, 2019, the City Council approved a contract with Western Audio Visual (WAV) to replace and upgrade the audio-visual (A/V) systems and equipment in the Council Chambers and the Police Department’s Emergency Operations Center. The contract also included warranty and preventative maintenance for the systems and A/V equipment.
In 2021, the City Manager signed a two-year extended warranty agreement related to the improvements CITY OF MURRIETA Printed on 5/30/2024Page 1 of 2
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6/4/2024
Agenda Item No. 6.
In 2021, the City Manager signed a two-year extended warranty agreement related to the improvements installed as a result of the NIB, which expired on May 31, 2023. On June 1, 2023, The City and WAV entered into a new agreement for audio-visual equipment maintenance and support services for the same equipment for one year from June 1, 2023, to May 31, 2024 (Attachment 1).
WAV has provided a quote for continued audio-visual equipment maintenance and support services for an additional three years for $14,215 per year. The proposed extended warranty plan provides preventative maintenance, technical support within four hours, equipment repair and replacement, software upgrades, training, and discounts on out-of-scope needs. Staff recommends approving the First Amendment to the 2023 Agreement with WAV (Attachment 2). The City Council’sauthorization is required since the aggregate contract total, including all previous renewals, will exceed the City Manager’s $75,000 procurement authority.
Staff also requests that the City Council ratify the payment approval of $14,215 for one year of service from June 1, 2024, to May 31, 2025. The payment was made in May 2024 to avoid a lapse in coverage and ensure services would be maintained since the contract would have expired a few days before this meeting date.
FISCAL IMPACT
If the amended agreement is approved by the City Council, the total cost related to this agreement is $56,860.86 for four years. The Technology Services budget for Fiscal Year 2024/25 is $18,150.00. The budget for the third and fourth years of the agreement will be included in a future biennial budget.
ENVIRONMENTAL IMPACT
None.
ATTACHMENTS
1. 2023 Agreement with WAV
2. First Amendment to 2023 Agreement with WAV
CITY OF MURRIETA Printed on 5/30/2024Page 2 of 2
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175
Consultant Agreement
Murrieta Form 04/10
AGREEMENT BETWEEN THE CITY OF MURRIETA
AND
WESTERN AUDIO VISUAL
This Agreement (“Agreement”), made this 1 day of June 2023, by and between the CITY OF MURRIETA, a Municipal Corporation, duly organized and existing under and by virtue of the laws of the State of California ("CITY"), and Western Audio Visual , a California Business ("CONSULTANT") with reference to the following facts which are acknowledged by each party as true and correct:
RECITALS
A. CITY is a general law city, formed and existing pursuant to the provisions of the California Government Code.
B. CITY is authorized to enter into consultant agreements under the provisions of California Government Code section 53060.
C. CITY desires or is in need of audio-visual support services.
D. CONSULTANT has special knowledge, experience and facilities for accomplishing the above services.
E. CITY now desires to retain CONSULTANT to accomplish the above services, and CONSULTANT is willing to be so retained pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:
OPERATIVE PROVISIONS
1. RESPONSIBILITIES OF CONSULTANT
1.1 CONSULTANT shall undertake to carry on the scope of services as listed in the attached Scope of Services (refer to Exhibit “A”), which is attached to and made a part of this Agreement. To the extent the provisions of Exhibit “A” are ambiguous in relation to the provisions of this Agreement, inconsistent with the provisions of this Agreement, or expand upon the provisions of this Agreement, the provisions of this Agreement shall take precedence and the provisions of Exh ibit “A” shall not apply . These duties may be adjusted from time to time as agreed upon in writing by CONSULTANT and CITY. Any additional services authorized by CITY shall be subject to all terms and conditions of this Agreement, except as modified in wr iting in accordance with Section 24.
1.2 Representations. CONSULTANT will perform the services set out in this Agreement, as contemplated herein, in an efficient, timely, and professional manner, and in accordance with generally accepted standards for pe rforming similar services. It is understood that CITY, in entering into this Agreement, is relying on CONSULTANT’s representations for quality and professional work performed in a timely manner, and CONSULTANT shall perform in accordance with those representations and standards.
DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 176
2 2. ADMINISTRATION OF AGREEMENT
2.1 CITY appoints its City Manager, or his designee, to administer CITY’s rights under this Agreement, and to review the work performed by CONSULTANT pursuant to the scope of services.
2.2 CONSULTANT shall keep the C ity Manager, CITY’s representative, or his designee or designees, fully informed as to the progress of the work and shall submit to CITY such oral and written reports as CITY may specify.
2.3 This Agreement shall be administered on behal f of the parties hereto, and a ny notice desired or required to be sent to a party hereunder shall be addressed, as follows:
For CITY: John Borger
Address: City of Murrieta
One Town Square
24601 Jefferson Avenue
Murrieta, CA 92562
Phone: (951) 461-6010
Facsimile: (951) 461-6430
For CONSULTANT: Western Audio Visual
CONSULTANT:
Address: 1592 N. Batavia Street
Orange, CA 9287
Phone: 714-637-7272
Facsimile: 714-637-7330
3. TERM
3.1 The term of this Agreement shall be from June 1st, 2023 until May 31st, 2024.
3.2 Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.
4. PAYMENT TO CONSULTANT
4.1 Consideration. In consideration of the services to be performed by CONSULTANT for the CITY as set forth in Section 1, the CITY agrees to pay CONSULTANT the sum of fourteen thousand and two hundred fifteen dollars and eighty-six cents ($14,215.86)
4.2 Additional Services . If CITY desires any additional services (“Additional Services”), CONSULTANT may, upon written request by the CITY, furnish a proposal including an itemized statement of the estimated cost of the Additional Services thereof, and the CITY may modify or alter the proposal, or may reject the proposal in its entirety, at its sole discretion, or may direct the submission of a new proposal which may be accepted, altered or rejected. Upon the written approval of any Additional Services including costs by CONSULTANT and C ITY, CONSULTANT shall perform th e Additional Services and CITY will pay to CONSULTANT the cost of the Additional Services as agreed in writing. All money due for Additional Services shall be supported by a detailed statement of CONSULTANT showing the basis of said claims, and DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 177
3 certified by proper officers of CONSULTANT.
4.3 Payments. Payment of CONSULTANT’s fee shall be made in accordance with CITY’s normal schedule for issuance of checks. CONSULTANT agrees and acknowledges that it is CONSULTANT’s sole responsibility to report as income all compensation received from CITY, and to make the requisite tax filings and payments to the appropriate federal, state and local tax authorities.
5. STATUS OF CONSULTANT
5.1 Independent Contractor. It is understood and agreed that CITY is interested only in the results obtained from service hereunder and that CONSULTANT shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. CONSULTANT shall complete this Agreement according to its own methods of work which shall be in the exclusive charge and control of CONSULTANT and which shall not be subject to control or supervision by the CITY, except as to the results of the work. CONSULTANT is, for all purpos es arising out of this Agreement, an independent contractor, and neither CONSULTANT, nor its employees, agents and representatives shall be deemed an employee of the CITY for any purpose.
5.2 Employee Benefits . CONSULTANT shall be responsible for all sa laries, payments, insurance and benefits for all of its officers, agents, representatives and employees in performing services pursuant to this Agreement. It is expressly understood and agreed that CONSULTANT and its employees, agents, and representatives shall in no event be entitled to any CITY benefits to which CITY employees are entitled, including, but not limited to , overtime, retirement benefits, insurance, vacation, worker's compensation, sick or injury leave or other benefits.
5.3 Workers' Compe nsation Insurance . CONSULTANT agrees to procure and maintain in full force and effect Workers' Compensation Insurance covering its employees and agents while these persons are participat ing in the activities hereunder, as provided in Section
6.1.2 of this Agreement.
5.4 Prevailing Wages. Pursuant to the provisions of section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman nee ded to execute this Agreement, from the Director of the Department of Industrial Relations. These rates are on file with the City Clerk. Copies may be obtained at cost at the City Clerk's office. CONSULTANT shall post a copy of such rates at their office and shall pay the adopted prevailing wage rates as a minimum. If applicable, CONSULTANT shall comply with the provisions of sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code and any other applicable laws.
Pursuant to the provisions of section 1775 of the Labor Code, CONSULTANT shall forfeit to CITY, as a penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Agreement, by him or by any sub -consultant under him, in violation of the provisions of this Agreement.
DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 178
4 6. INSURANCE
CONSULTANT shall not begin the services under this Agreement until it has: (a) obtained, and upon the CITY's request, provided to the CITY, insurance certificates reflecting evidence of all insurance, including a copy of the Declarations and Endorsement Page as required in this Section 6; however, C ITY reserves the right to request, and CONSULTANT shall su bmit, complete copies of any policy upon reasonable request by C ITY; (b) obtained CITY approval of each company or companies as required by Section 6; and (c) confirmed that all policies contain the specific provisions required in Section 6.
6.1 Types of Insurance. At all times during the term of this Agreement, CONSULTANT shall maintain insurance coverage as follows:
6.1.1 Commercial General Liability . Commercial General Liability (CGL) Insurance written on an occurrence basis to protect CONSULTANT and CITY against liability or claims of liability which may arise out of this Agreement in the amount of Two Million Dollars ($2,000,000) per occurrence and subject to an annual aggregate of Four Million Dollars ($4,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO For m CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37).
6.1.2 Workers' Compensation. For all of CONSULTANT’s employees who are subject to this Agreement and to the extent required by applicable state or federal law, CONSULTANT shall keep in full force and effect a Workers' Compensation policy. That policy shall provide employers' liability coverage as required by applicable state and/or federal Workers’ Compensation laws, and CONSULTANT shall provide an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Com pensation Act is filed against CITY by a bona fide employee of CONSULTANT participating under this Agreement, CONSULTANT agrees to defend and indemnify the CITY from such claim.
6.1.3 Professional Liability . For all of CONSULTANT’s employees who are subject to this Agreement, CONSULTANT shall keep in full force and effect Professional Liability coverage for professional liability with a limit of Two Million Dollars ($2,000,000) per claim and Four Million Dollars ($4,000,000) annual aggregate. CONSULTANT shall ensure both that: (1) the policy retroactive date is on or before the date of commencement of services under this Agreement; and (2) the policy will be maintained in force for a period of four years after termination of this Agreement or substantial compl etion of services under this Agreement, whichever occurs last. CONSULTANT agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase the CITY's exposure to loss.
6.1.4 Automobile Liability : Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 179
5 6.2 Insurer Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that are rated “A-” and “V” or better by the A.M. Best Key Rating Guide, and are licensed to do business in the State of California. CITY will accept insurance provided by non-admitted “surplus lines” carriers only if the carrier is authorized to do business in the State of California.
6.3 Deductibles. All deductibles on any policy shall be the responsibility of CONSULTANT and shall be disclosed to CITY at the time the evidence of insurance is provided.
6.4 Specific Provisions Required . Each policy required under this Section 6 shall expressly provide, and an endorsement shall be submitted to CITY, that : (a) the policies are primary and non -contributory to any insurance that may be carried by CITY; and ( b) CITY is entitled to thirty (30) days ’ prior written notice (10 days for cancellation due to non -payment of premium) of cancellation, material reduction, or non-renewal of the policy or policies. Additionally, the CGL policy shall expressly provide, and an endorsement shall be submitted to CITY, that the City of Murrieta and its respective officers and employees are additional insureds under the policy.
6.5 Indemnity Not Limited by Insurance. CONSULTANT’s liabilities, including, but not limited to, CONSULTANT’s indemnity and defense obligations under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement , and CONSULTANT’s failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated as a material breach of contract by CITY.
6.6 Special Ris ks or Circumstances : CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
7. AUDIT AND INSPECTION OF RECORDS
At any time during CONSULTANT’s normal business hours and as often as CITY may deem necessary, and upon reasonable notice, CONSULTANT shall make available to CITY , or any of its duly authorized representatives, for examination, audit, excerpt, copying or transcribing, all data, records, investigation reports and all other materials respecting matters covered by this Agreement. CONSULTANT will permit CITY to audit and to make audits of all invoices, materials, payrolls, records of personnel and other data related to all matte rs covered by this Agreement.
All material referenced in this Section, including all pertinent cost accounting, financial records, and proprietary data, must be kept and maintained by CONSULTANT for a period of at least four (4) years, or for the period r equired by law, whichever is greater, after completion of CONSULTANT’s performance hereunder, unless CITY’s written permission is given to dispose of same prior to that time.
8. CONFIDENTIALITY AND USE OF INFORMATION
8.1 Except as otherwise provided by law, all reports, communications, documents and information obtained or prepared by CONSULTANT respecting matters covered by this Agreement shall not be published without prior written consent of City Manager or his designees, nor shall CONSULTANT issue any news releases or publish information relating to its services hereunder without the prior written consent of the C ity Manager. CONSULTANT shall hold in trust for the CITY, and shall not disclose to any person, any confidential information. Confidential DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 180
6 information is information which is related to the CITY's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.
8.2 CONSULTANT shall advise CITY of any and all materials used, or recommended for use, by CONSULTANT to achieve the project goals that are subject to any copyright restrictions or requirements. In the event CONSULTANT shall fail to so advise CITY and, as a result of the use of any programs or materials developed by CONSULTANT under this Agreement, CITY should be found in violation of any copyright restrictions or requirements, CONSULTANT agrees to indemnify and hold harmless CITY against any action or claim brought by the copyright holder.
8.3 Ownership of Records. All records created by the CONSULTANT shall become the property of the CITY and shall be subject to state law and CITY policies governing privacy and access to files. The CITY shall have access to and the right to examine all books, documents, papers and records of the CONSULTANT involving transactions and work related to this Agreement. The CONSULTANT shall retain all copies of records for a period of five (5) years from the date of final payment.
9. NOTICE
All notices or demands to be given under this Agreement by either party to the other shall be in writing and given either by: (a) personal service, (b) by U.S. Mail, mailed either by certified mail, return receipt requested, with postage prepaid and addressed to the party to whom the notice is directed, or (c) via facsimile transmission (with proof of confirmation by sender). Service shall be considered given when received if personally served or, if mailed, two days after deposit in the United States Mail by certified mail, return receipt requested. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice provisions of this section. At the date of this Agreement, the addresses of the parties are as set forth in Section 2 above.
10. TERMINATION FOR CAUSE
10.1 CITY may terminate this Agreement upon giving of written notice of intention to terminate for cause. Cause shall include: (a) a material violation of any of the covenants, agreements, or stipulations of this Agreement by CONSULTANT, (b) CONSULTANT, through any cause, failing to fulfill in a timely and proper manner its obligations under this Agreement, (c) any act by CONSULTANT exposing CITY to liability to others for personal injury or property damage, or (d) i f CONSULTANT is adjudged bankrupt, CONSULTANT makes a general assignment for the benefit of creditors, or a receiver is appointed on account of CONSULTANT’s insolvency.
Written notice by CITY of termination for cause shall contain the reasons for such intention to terminate and shall specify the effective date thereof. Unless prior to the effective date of the termination for cause the condition or violation shall cease, or satisfactory arran gements for the correction thereof be made, this Agreement shall cease and terminate on the effective date specified in the written notice by CITY.
10.2 In the event of such termination, CONSULTANT shall be paid the reasonable value of satisfactory servi ces rendered up to the date of receipt of the notice of termination in accordance with this Agreement, less any payments theretofore made, as determined by CITY, not to exceed the amount payable herein, and CONSULTANT expressly waives any and all claims DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 181
7 for damages or compensation arising under this Agreement in the event of such termination, except as set forth herein.
11. TERMINATION FOR CONVENIENCE OF CITY
11.1 CITY may terminate this Agreement at any time and for any reason by giving written notice to CONSULTANT of such termination, and specifying the effective date thereof, at least fifteen (15) days prior to the effective date.
11.2 If the Agreement is terminated as provided in this Section, CONSULTANT shall be entitled to receive compensation for any satisfactory work completed up to the receipt by CONSULTANT of notice of termination, less any payments theretofore made and not to exceed the amount payable herein, and for satisfactory work completed between the receipt of notice of termination and the effective date of termination pursuant to a specific request by CITY for the performance of such work.
12. PERFORMANCE AFTER TERMINATION
Upon termination of this Agreement as provided herein, CONSULTANT shall, within such reasonable time period as may be directed by City Manager, complete those items of work which are in various stages of completion and which C ity Manager determines are necessary to be completed by CONSULTANT to allow the project to be completed in a timely, logical, and orderly manner. Upon termination, all finished or unfinished documents, data, studies, surveys, drawings, models, photographs, reports, and other materials prepared by CONSULTANT shall be delivered to the City Manager, upon his request, as property of CITY.
13. DEFENSE AND INDEMNIFICATION
13.1 CONSULTANT shall, to the fullest extent permitted by law, hold harmless, protect, defend (with attorneys approved by CITY) and indemnify the CITY, its council, and each member thereof, its officers, agents, employees, representatives, and their successors and assigns, from and against any and all losses, liabilities, claims, suit damage, expenses and costs including reasonable attorney's fees and costs, and expert costs and investigation expenses (“Claims”), which arise out of or are in any way connected to the performance under this Agreement or any negligent or wrongful act or omission by CONSULTANT, its officers, employees, representatives, subcontractors, or agents regardless of whether or not such cla im, loss or liability is caused in part by a party indemnified hereunder. CONSULTANT shall have no obligation, however, to defend or indemnify CITY if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of CITY.
13.2 General Indemnity Provisions. This indemnity is in addition to any other rights or remedies which CITY may have under the law or this Agr eement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, CITY may, at its sole discretion, reserve, retain or apply any monies due to CONSULTANT under this Agreement for the purpose of resolving such claims; provided however, that CITY may release such funds if CONSULTANT provides CITY with reasonable assurances of protection of the CITY's interest.
The CITY shall, in its sole discretion determine whether such assurances are reasonable.
CONSULTANT agrees that its duty to defend the indemnities arises upon an allegation of liability based upon the performance of services under this Agreement by CONSULTANT, its officers, agents, representatives, employees, sub -consultants, or anyone for whom DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 182
8 CONSULTANT is liable and that an adjudication of CONSULTANT's liability is not a condition precedent to CONSULTANT's duty to defend.
14. CONFLICT OF INTEREST
14.1 CONSULTANT shall be bound by the requirements of the FPPC (Fair Political Practice Commission) and state law with regard to disclosure of financial interests and prohibited conflicts of interest.
14.2 Prior to execution of this Agreement, CONSULTANT shall disclose in writing to CITY any and all compensation, actual or potential, which CONSULTANT may receive in any form from a party other than CITY as a result of performance of this Agreement by CONSULTANT.
If CONSULTANT becomes aware of the potential for such compensation subsequent to the execution of this Agreement, CONSULTANT shall disclose such co mpensation within three (3) working days of becoming aware of the potential for such compensation.
14.3 Prior to or concurrent with making any recommendation of any products or service for purchase by the CITY, CONSULTANT shall disclose any financial interest that CONSULTANT may have in any manufacturer or provider of the recommended products or services. The term “financial interest” includes, but is not limited to, employment (current or prospective) or ownership interest of any kind and degree.
14.4 CONSULTANT shall not conduct business for third parties which may be in conflict with CONSULTANT’s responsibilities under this Agreement. CONSULTANT may not solicit any business during the term of this Agreement which conflicts with its responsibilities under this Agreement. CONSULTANT shall provide no services for any private client within the corporate boundaries or sphere of influence of CITY during the period of this Agreement which may constitute a conflict of interest.
15. ASSIGNMENT
No portion of this Agreement or any of the work to be performed hereunder may be assigned or delegated (including hiring and retaining use of any other person or entity for any purpose, except for those certain sub consultants specifically included in the attached “ Scope of Services”) by CONSULTANT without the express written consent of CITY, nor may any interest in this Agreement be transferred (whether by assignment or novation) by CONSULTANT without the express written consent of CITY, and without such consent all s ervices hereunder are to be performed by CONSULTANT, its officers, agents and employees. However, claims for money due or to become due to CONSULTANT from CITY under this Agreement may be assigned to a bank, trust company, or other financial institution w ithout such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval.
16. SURVIVAL
CONSULTANT’s representations, insurance and indemnity obligations, and performance obligations post-termination shall survive termination of this Agreement.
DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 183
9 17. COMPLIANCE WITH APPLICABLE LAWS
CONSULTANT agrees to comply with all federal, state and local laws, r ules, regulations and ordinances that are now or may in the future become applicable to CONSULTANT, CONSULTANT’s business, equipment and personnel engaged in activities covered by this Agreement or arising out of the performance of such activities.
18. PERMITS/LICENSES
CONSULTANT and all of CONSULTANT’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement.
19. NONDISCRIMINATION IN EMPLOYMENT
CONSULTANT agrees that it will not engage in unlawful discrimination in employment and shall comply with all applicable laws and regulations of CITY and/or all other relevant government agencies, including, but not limited to, the California Department of Fair Employment and Housing and the Federal Equal Employment Opportunity Commission. Also, CONSULTANT certifies and agrees that all persons employed by CONSULTANT, its affiliates, subsidiaries and related entities, if any, will be treated equ ally by CONSULTANT, without unlawful discrimination based upon creed, sex, race, national origin, or any other classification prohibited by state or federal law.
If CITY finds that any of the provisions of this Section have been violated, such violation s hall constitute a material breach of this Agreement , upon which CITY may determine to cancel, terminate, or suspend this Agreement. While CITY reserves the right to determine independently that the anti -discrimination provisions of the Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission or California Department of Fair Employment and Housing, or successor agency, or the Federal Equal Employment Opportunity Commission, or successor agency, that CONSULTANT has violated state or federal anti-discrimination laws relative to this Agreement shall constitute a finding by CITY that CONSULTANT has violated the anti-discrimination provisions of this Agreement.
20. NON-WAIVER
The failure of CITY or CONSULTANT to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement shall not be deemed a waiver by that party of such term or condition or prevent a subsequent similar act from again constituting a violation of such term or condition. Payment to CONSULTANT of compensation under this Agreement shall not be deemed to waive CITY’s rights or CONSULTANT’s rights contained in this Agreement.
21. SEVERABILITY
If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid, or void, the remaining provisions will nevertheless continue in full force and effect and shall not be affected, impaired or invalidated in any way.
22. DISPUTES
In the event that any action is brought by either party to construe this Agreement or enforce any of its terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 184
10 costs incurred, whether or not the matter proceeds to judgment.
23. REMEDIES
The rights and remedies of the CITY provided in this Agreement are not intended to be exclusive and are in addition to any other rights and remedies permitted by law.
24. ENTIRE AGREEMENT/AMENDMENT
This Agreement and any exhibits attached hereto constitute the entire agreement between the parties and supersede any prior or contemporaneous understanding or agreement with respect to the services contemplated and may be amended only by a written amendment executed by both parties to the Agreement.
25. GOVERNING LAW/VENUE
The terms and conditions of this Agreement shall be governed by the laws of the State of California. Any action or proceeding brought by any party against any oth er party arising out of or related to this Agreement shall be brought exclusively in Riverside County.
26. BINDING AGREEMENT
This Agreement is intended to be binding on the parties and their respective successors and assigns.
27. NUMBER
The plural shall include the singular, and the singular shall include the plural and neuter wherever the context so indicates or requires.
28. WARRANTY OF AUTHORITY
Each of the parties signing this Agreement warrants to the other that it has the full authority of the entity on behalf of which its signature is made.
29. COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together will be considered one original document.
DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 185
11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF MURRIETA _____________________________
Name of Consultant
_____________________________
Kim Summers, City Manager _____________________________ Name/title of signatory [please print]
_____________________________
Signature
Attest:
_____________________________
Cristal McDonald, City Clerk
Approved as to Form:
_____________________________
Tiffany Israel, City Attorney
DocuSign Envelope ID: 392AB23B-9DE5-4AC0-939F-11A7339ED401 Western AV
Rebecca G. Martinez
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01375.0001/979059.1
FIRST AMENDMENT TO AGREEMENT
BETWEEN CITY OF MURRIETA
AND WESTERN AUDIO VISUAL
This First Amendment to the Agreement (“Amendment”), made this 31st day of May 2024, by and between the CITY OF MURRIETA, a Municipal Corporation, duly organized and existing under and by virtue of the laws of the State of California (“CITY”), and Western Audio Visual (WAV)(“CONSULTANT”), with reference to the following facts which are acknowledged by each party as true and correct:
RECITALS
A. CITY is a general law city, formed and existing pursuant to the provisions of the California Government Code.
B. CITY is authorized to enter into consultant agreements under the provisions of California Government Code section 53060.
C. CITY desires or is in need of continued audio-visual support services.
D. On June 1st, 2023, CITY AND CONSULTANT entered into an agreement (“Agreement”) related to CONSULTANT’S audio-visual support services.
E. CONSULTANT has special knowledge, experience, and facilities for accomplishing the above services.
F. CITY now desires to amend the Agreement to ex tend the term for audio-visual support services, and the CONSULTANT is willing to be retained pursuant to the terms and conditions of this Amendment outlined in the attached Proposal/Sales Quotation (“Exhibit A-1”).
AMENDMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:
“3.1 The term of this Agreement shall be from June 1
st, 2023, until May 31st, 2027.”
2. Section 4.1 of the Agreement is hereby amended in its entirety to read as follows:
“ Consideration. In consideration of the services to be performed by CONSULTANT for the CITY as set forth in Section 1, the CITY agrees to pay CONSULTANT the sum of Fifty -Six Thousand, Eight Hundred and Sixty Dollars and Eight-Six Cents ($56,860.86)
3. Exhibit “A” to the Agreement is hereby amended to add the scope of work and rates set forth in Exhibit “A-1”, attached hereto and incorporated herein.
4. All other terms of the Agreement remain unchanged.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first above written.
CITY OF MURRIETA Western Audio Visual (WAV)
By:______________________________ By:___________________________ Kim Summers, City Manager Rebecca G. Martinez, Service
Coordinator
ATTEST:
________________________________
Cristal McDonald, City Clerk
APPROVED AS TO FORM:
________________________________
Tiffany Israel, City Attorney
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EXHIBIT A-1
PROPOSAL / SALES QUOTATION
(Attached)
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1001486 132849.13 04-22-2020
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
A
UTOS ONLY
04/26/2024
Javier Misiego
1661 N. Raymond Ave Suite 102
Anaheim CA 92801
Melanie Duarte
714-772-3838 714-808-6431
[email protected]
WESTERN A/V INC
1592 N BATAVIA ST STE 2
ORANGE, CA 92867
25178
25143
25151
C Y Y
2,000,000
500,000
5,000
1,000,000
4,000,000
4,000,000
248,400
A
Y Y 622 7860 C20 75 03/20/2024 09/20/2024 1,000,000
C N/A N/A 92-XC-0351-6 12/14/2023 12/14/2024
5,000,000
B Y 92-MW-G685-6 01/01/2024 01/01/2025 1,000,000
1,000,000
1,000,000
B
SURETY BOND
92-KN-M222-7 03/31/2024 03/31/2025 $25,000
AUDIO VISUAL SYSTEMS INTEGRATION
Business Location 1592 N Batavia St., Ste 2, Orange, CA 92867
It is agreed that is is the intention of the Company to provide 30 days written notice prior to the cancellation of the policy designated in this certificate. However, the Company assumes no liability for failure to do so.
City of Murrieta
1 Town Square
Murrieta, CA 92562
State Farm Mutual Automobile Insurance Company
State Farm Fire and Casualty Company
State Farm General Insurance Company
92-GY-D812-0 10/31/2023 10/31/2024
202
CITY OF MURRIETA
City Council Meeting Agenda
Report
6/4/2024
Agenda Item No. 7.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Ambrose, Community Services Director
PREPARED BY: Gretchen Sedlacek, Asst. Management Analyst - Library SUBJECT:
Agreement with Ingram Library Services, LLC for Collection Development Support Services
RECOMMENDATION
Approve a revised two-year Agreement with Ingram Library Services LLC, for Collection Development Services, in the amount not to exceed $40,000 per fiscal year; and Authorize the City Manager to execute the Agreement with one optional two-year extension.
PRIOR ACTION/VOTE
On December 19, 2023, the City Council approved the initial agreement with Ingram Library Services, LLC (Vote: 5-0).
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
BACKGROUND
On September 21, 2023, a Request for Quotes for Collection Development Support was sent out via Public Notice with the intent of entering into a two-year agreement, with up to one additional renewal term of two years, with Collection Development vendors. Collection Development encompasses the process whereby the Library adds various materials to its inventory. Three quotes were received, and the Library selection committee chose Ingram Library Services, LLC as the primary vendor and Brodart Company as the secondary vendor, and agreements were created.
On January 3, 2024, Ingram Library Services, LLC received the agreement and forwarded it to their corporate counsel, who requested revisions. The City Attorney’s office reviewed and approved the requested revisions.
The revised agreement is being brought back to the City Council for approval since the agreement has been CITY OF MURRIETA Printed on 5/30/2024Page 1 of 2
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6/4/2024
Agenda Item No. 7.
The revised agreement is being brought back to the City Council for approval since the agreement has been edited from its original form. A redline of the changes is included in Attachment 2. Some of the major areas that were edited include the removal of sections that do not pertain to this agreement (e.g., Software and Computer Services, Prevailing Wages, and Special Requirements), modification of language pertaining to Independent Contractors, Subcontractors, Indemnification, Records, and the State in which any legal action will take place, in addition to other minor grammatical changes.
FISCAL IMPACT
The cost for this service is not to exceed $80,000 for the initial two years. This item is funded from the Library Fund General Ledger Account 3115900-62920, within the Fiscal Year 2023/2024 and 2024/25 Operating Budgets. If the optional years of the agreement are exercised, the necessary funding will be included in the upcoming biennial budget.
ENVIRONMENTAL IMPACT
None.
ATTACHMENTS
1. Ingram Agreement
2. Ingram Agreement - Redline of Changes
CITY OF MURRIETA Printed on 5/30/2024Page 2 of 2
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AGREEMENT FOR PROFESSIONAL SERVICES
WITH THE CITY OF MURRIETA (“CITY”)
Project Name/Description (“Project”): Collection Development Services Contract Number:
Consultant Name (“Consultant”): Ingram Library Services, LLC Consultant Address: One Ingram Blvd., LaVergne, TN 37086 Consultant Representative Name and Title (“Consultant Representative”): Kathryn Shaw, Senior Contract Management Specialist
Consultant Representative Work Phone and Email: Phone: 615.213.5546 [email protected]
Effective Date: December 6, 2023
Termination Date: June 30, 2025
Total Not-To-Exceed Contract Amount (“Contract Sum”): Forty Thousand Dollars ($40,000.00) per year, not to exceed One Hundred and Sixty Thousand Dollars ($160,000) cumulatively.
City Department Contact (“Department Contact”): Gretchen Sedlacek
Department Contact Work Phone and Email: 951.461.6147 [email protected] Is Federal Funding Being Used to Fund Any Part of The Project (Yes/No): No
RECITALS
A. The City desires to contract with a Consultant to provide professional services as more further set forth herein.
B. The City circulated a Request for Proposals for the above-described professional services.
C. Consultant submitted a proposal to City to provide the above-described professional services.
D. City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant’s proposed cost, staff has determined that an agreement to provide the required services should be awarded to Consultant. 205
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THIS AGREEMENT FOR SERVICES (“Agreement”) is made and entered into as of the Effective Date set forth above by and between CITY OF MURRIETA, a California municipal corporation (“City”) and (“Consultant”). City and Consultant may be referred to individually as “Party” or collectively as “Parties.” In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest professional standards and practices in performing the services required hereunder.
1.2 Consultant’s Proposal. The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant’s proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by City in writing.
1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all applicable ordinances, resolutions, statutes, rules and regulations and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its officers, employees and agents, shall not be liable at law or in equity for failure of Consultant to comply with this Section.
1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) 206
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fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the rates specified in the “Schedule of Compensation” attached hereto as Exhibit B and incorporated herein by this reference. The total compensation for all work, including reimbursement for actual expenses, shall not exceed the Contract Sum set forth above. Compensation may include reimbursement, for actual and necessary expenditures, if both are specified in the Schedule of Compensation, as well as approved by City in advance.
2.2 Invoices. Unless some other method of payment is specified in Exhibit B, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City’s Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by 207
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City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Contractor shall us commercially reasonable efforts to provide services within the time specified by City.
3.2 Term. The Agreement shall commence upon the Effective Date set forth above and will continue until the Termination Date. This Agreement may be extended for up to one, additional two-year period upon the mutual agreement in writing of both parties.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of any ongoing services, which shall be no later than the Termination Date set forth above.
Notwithstanding the foregoing, the Indemnification and Insurance provisions set forth in Article 5 shall survive the termination of this Agreement.
3.3 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed from City and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit C and incorporated herein by this reference.
3.4 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within thirty (30) days of the commencement of such delay notify City in writing of the causes of the delay. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this
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Agreement, however caused, Consultant’s sole remedy being extension of this Agreement pursuant to this Section.
ARTICLE 4. COORDINATION OF WORK
4.1 Representative of Consultant. The Consultant Representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the written consent from the City.
4.2 Department Contact for City. The Department Contact (or other person designated by the City Manager) shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant’s responsibility to assure that the Department Contact is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.
4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, are to be made (unless otherwise specified) either by the Contract Manager, City Manager or by their delegate as provided for in writing.
4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant’s exclusive control and direction.
No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement.
City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder.
Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. This Agreement nor any interest herein may be transferred or assigned by the Parties without prior written consent of the affected Party.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant’s indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance Requirements” attached hereto as Exhibit D and incorporated herein by this reference.
5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees and agents (each an “Indemnitee” and collectively, “Indemnitees”) against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “Claims or Liabilities”) that may be asserted or claimed by any person, firm or City arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or City for which Consultant is legally liable (each an “Indemnitor” and collectively, “Indemnitors”), or arising from Indemnitors’ reckless or willful misconduct, or arising from Indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and reasonable attorneys’ fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.
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(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement.
Failure of City and/or City Parties (collectively “City” for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful misconduct. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder.
Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein.
5.3 Professional Liability. When the law establishes a professional standard of care for Consultant’s services, to the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section
5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.
ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION
6.1 Records. Consultant shall maintain, during the term of this Agreement and for at least two (2) years thereafter, records sufficient to demonstrate Contractor’s compliance with its obligations under this Agreement. Upon reasonable advance notice, the City may reque st, once per calendar year, that Consultant engage Ingram Industries Inc.’s (“Ingram”) Internal Audit department to perform specified procedures as determined by the City. Such procedures will be performed in accordance with attestation standards establis hed by the American Institute of Certified Public Accountants (“Agreed Upon Procedures”) and will be related to Consultant’s compliance with its obligations under this Agreement for the twelve (12) months prior to the date of the request and provide a writ ten report to the City. In the event that the City is not satisfied with such procedures for any reason, the City may, at its election and cost, engage PriceWaterhouseCoopers, LLP, Ingram’s current independent public accounting firm, (or if such firm is n o longer available, an independent public accounting firm reasonably acceptable to both parties) to conduct Agreed Upon Procedures related to Consultant’s obligations under this Agreement in connection with such inspection. If in the written opinion of such auditors there has been an underpayment by Consultant or an overpayment by the City of more than five percent (5%) of the total amounts due during the previous twelve month period, Consultant shall pay the reasonable costs of such audit in addition to promptly paying such amounts. (For clarity, any discrepancy between amounts paid to or from either party and amounts shown to be due by such audit shall be promptly payable, whether or not equal to five percent (5%) of total amounts during the previous twelve month period.)
6.1 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (“documents and materials”) prepared by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the 211
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concepts embodied therein. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for City.
6.2 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including reasonable attorney’s fees, caused by or incurred as a result of Consultant’s conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall promptly notify City should
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Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to reasonably cooperate with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of Tennessee. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the courts of Davidson County, State of Tennessee, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Davidson County, State of Tennessee.
7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section
7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon thirty (30) days’ notice to Consultant. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.
7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City shall give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, 213
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If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Consultant as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement.
7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.
7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Payment to Consultant for work performed 214
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pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.9 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorneys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice 215
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describing the conflict. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to City Clerk at City of Murrieta, 1 Town Square, Murrieta California 92562, and in the case of Consultant, to the person(s) at the address designated on the cover page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.
9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none 216
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shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City.
9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.
9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF MURRIETA, a California municipal
corporation
ATTEST:
By:
Kim Summers, City Manager
Cristal McDonald, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Tiffany Israel, City Attorney
CONSULTANT:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board,
President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any
Assistant Treasurer. (Cal. Corp. Code § 313.) Appropriate attestations shall be included as may be required by the bylaws, articles of incorporation or other rules or
regulations applicable to Consultant’s business City.
, a
By:
Name: Kathryn Shaw
Title:
By:
Name:
Title:
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EXHIBIT "A"
SCOPE OF SERVICES
Vendor sha ll identi ty a pr oject ma nager as le ad con tact perso n .
Your Senior Sales Representative and your Inside Sales Representative serve as your primary, day-to-day contacts.
You have toll-free telephone access to Ingram Library Services’ Customer Service at (800) 9378200, then press 2, or emai l Cu stomer Ser vic e at th e emai l add ress l isted b el ow.
To reach any Ingram department, call (615) 793-5000. You will hear options to direct you to the appropriate associate/department. You may also contact your Sales Representative directly at the phone numbers listed below:
Email: ILSCu stomerser vice@in gramcontent .com
To discuss concerns or issues regarding your account
Senior Sales Representative........................................ (724) 953-9807 Inside Sales Representative........................................ (615) 213-5786 Account Services Email: req u irement s@in gramcontent .com To Set Up / Update an Account
Credit Department........................................................ (615) 793-5000, then press 4.
As you may be aware, privacy laws applicable to MPL and to Ingram Library Services LLC significantly restrict the disclosure of personal information.
For any system issues like outages, login problems, Site Help etc. Customer System Technical Support, email us at: ics-tech su p por t @in gramcontent .com .
Collection Development Customer Service
Although our Programs are organized and automated to allow most libraries to self-serve, our Administrators help libraries daily with everything from routine enrollment edits or cancelling or changing quantities on backorders to transferring Standing Order Program enrollments from another vendor or answering specific questions about why a title did or did not run on a Program.
fictio n .stan d in gord ers@in gramcontent .com for fiction, video, and iSelect programs.
1. MANAGEMENT PLAN
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n onficti on .stan d in gorders@in gramcontent .com for nonfiction and ReviewALERT℠ programs. icu rate@in gramcontent .com for iCurate Coming Soon and iCurate Core questions. colld evhelp @in gramcontent .com for general Collection Development questions, including ODCs and custom lists.
Provide documentation showing which of these material types the Vendor organization can offer and the discounts offered for each category.
• Trade Hardcover
• Trade Quality Paper
• Mass Market Paper
• Publisher’s Library Bindings
• Prebinds
• University Press
Inventory
Ingram leads the industry in maintaining an on-hand inventory of over 19,000,000 unique titles, representing more than 30,000+ book publishers and 57,000 imprints. Our unmatched stock of 35,000,000 books+ ensures the fastest and highest fill rates in the industry.
• Ingram’s on-hand inventory represents the largest range of publishers in the wholesale distribution business today.
• Ingram provides adult, young adult, and juvenile fiction and nonfiction titles in all subjects in a variety of bindings, including trade hardcover, trade paper, mass market paper, large print, short discount and small press, university press, single library editions, publisher’s library editions, graphic novels, board books, easy readers, picture books, pre-bound books, and big books. • Ingram stocks not only new bestsellers and award-winning titles, but also the deepest inventory of midlist and backlist titles of any vendor
• Ingram offers over 4,000,000 titles in world languages ranging from Afrikaans to Yiddish. An additional benefit of our Lightning Source inventory of millions of print-on-demand titles is that many of these world language titles are available on an on-demand basis. • Ingram’s in-stock inventory of Spanish language titles is particularly strong, covering both translations and books originally published in Spanish. It includes adult and children’s fiction and non-fiction works. With more than 500,000 titles to choose from today, we actively work with Spanish language publishers to expand this catalog to meet growing reader demand. • Ingram provides reference, scientific, medical, technical, legal, and other academic and non-trade titles, including materials from university and association presses, small presses, and specialty publishing houses.
2. MATERIAL TYPES AND COSTS
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Ingram Library Services’ inventory goes well beyond that of other library wholesalers because the company is part of the larger Ingram Content Group, which includes Ingram Book Company, Ingram Publisher Services and Lightning Source. Each of these entities contributes to the strength of our stock position.
Ingram Book Company
As a leading supplier of books to bookstores and online retailers around the world, Ingram has established business relationships with publishers of all kinds. Eager to market their books to the vast retail market, these publishers alert Ingram to new releases before they are published and offer a wealth of information about each title both in automated feeds and through meetings with our team of buyers.
Our predictive ordering software then takes over and continuously ensures that each title is stocked appropriately so we have books on hand when you need them. The volume of sales to retail outlets financially supports running our library business out of 5 warehouses located across the country, and it enables us to automate our distribution facilities to provide the fastest fulfillment in the industry.
Ingram Publisher Services
Ingram Publisher Services represents more than 850 publisher clients and more than 4,400 imprints from around the world. These publishers enlist Ingram to be the exclusive d ist rib utor of their products. The advantage this brings to our library customers is the guaranteed availability of current titles from these publishers at Ingram distribution centers.
Ingram Lightning Source
With national and international facilities, Lightning Source has a virtual inventory of over 17,000,000 titles representing more than 145,000 publishers. We print only what is needed to meet our customers’ current demand-whether that's a single book or 10,000 units.
We make it possible for low-volume titles to stay in print and for new titles to be released. In addition, we offer print on demand for both paperback and hardcover titles. All this translates into wider title selection and better customer service for your patrons and your community.
Lightning Source and Ingram Publisher Services titles are listed in ipage, and you can order them using the same methods available for Ingram titles. There is no need to use a separate account or purchase order.
Ingram Spark
Gain access to custom curated content lists from Ingram’s award-winning indie platform IngramSpark. Exclusively provided by IngramSpark Distribution services and featuring:
• Indie books with enhanced product metadata, consumer visibility and marketing 221
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• Top selling titles from 60,000+ indie publishers and authors • Customized and-curated lists of trending and timely books • Over 300,000 books available for distribution
• Library-friendly terms guaranteed to simplify the selection and purchase of library materials
International Language Materials
Ingram offers over 4,000,000 titles in world languages ranging from Afrikaans to Yiddish. An additional benefit of our Lightning Source inventory of millions of print-on-demand titles is that many of these world language titles are available on an on-demand basis.
Approximate inventory of each of the top 15 in-demand languages:
Language Active Titles
German 1,440,880
French 1,310,602
Spanish 420,327
Italian 244,035
Latin 136,289
Russian 80,967
Portuguese 75,683
Dutch 58,962
Chinese 29,442
Danish 26,891
Swedish 17,418
Polish 13,298
Afrikaans 10,137
Hungarian 8,969
Hindi 7,605
An additional benefit of our Lightning Source inventory of over 13,000,000 print-on-demand titles is that many of these world language titles are available on an on-demand basis.
To view a list of all available international language materials in our database, the ipage Power Search tab offers a language filter. From here, you can refine your search using additional filters 222
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such as keyword(s), author, title, and age group. When looking at a list of titles in ipage, you also have filters for language available on the left of the screen.
Hard-To-Find Books
Ingram offers an optional Hard-to-Find Books service on ipage via Ingram’s partner for Hard- toFind Books, Alibris. Alibris is a leading provider of rare, hard-to-find, and antiquarian books.
Search options include Title, Author, Subject, Keyword(s) or ISBN/EAN. You can also specify if you want to see only a 1st Edition or Signed copy. This service does not allow for searching for a specific copy of a title.
Books ordered through this service may be used books. ipage rates the condition of the book, such as Good, Very Good, Fine, Acceptable. Notations may also include additional information on the book’s condition.
Title details for Hard-to-Find Books includes title, author, binding, condition, publisher, pub date, EAN, Net price (USD) and notation. The cover image displayed is from the ipage database and may not be the actual cover of the book you purchase from Hard-to-Find Books service. The notation may include data such as “Former Library book. Shows some signs of wear and may have some markings on the inside.”
Titles ordered under our optional Hard-to-Find Books Service ship from Alibris’s distribution facility, not an Ingram warehouse. They will not combine with your Ingram orders for shipping and may have different turnaround times and shipping methods. These titles are sold at the net price shown, plus a $3.95 per book shipping and handling fee if shipped within the United States.
Special Terms for Hard-to-Find Books Service
• Not covered under Ingram contract terms and discounts. • Do not receive cataloging or processing services.
• Receive net pricing.
• No minimum order required.
• Ingram invoices customers for Alibris orders, and these invoices also appear on the monthly Ingram statement.
• Titles ship from Alibris’s distribution facility, not an Ingram warehouse. Therefore, they ship separately from your Ingram orders, perhaps with a different carrier and may have different turnaround times and shipping methods.
• Delivery charges and freight charges vary from your standard Ingram orders, and we apply a $3.95 per book shipping and handling fee if shipped within the United States. 223
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Pre-Binding Services
Our inventory includes over 19,500 prebound titles from Perfection Learning and San Val (Turtleback Books). Please note that a third-party vendor, Heckman Bindery, Inc., provides this service.
These editions are searchable by publisher or binding through ipage® Power Search and are also identified on ipage® as Prebound-Sewn or Prebound-Glued.
Turtleback Books have a double-fan adhesive binding and durable spine, and the quality and workmanship of the binding is guaranteed for the life of the book. The vendor scans original artwork, digitally prints on durable paper stock to fit the new binding, and laminates books in a polyester film that easily wipes clean.
Paperback pre-binding services are offered through Ingram’s partnership with The HF Group (formerly Heckman Bindery). The cost of this service is $7.00 per book ($14.65 for set binding for custom book box set). Since this is a pass-through charge, any price increases will be passed along to the Library.
The resulting product provides:
• Strong, double-fan adhesive binding
• Archival quality endpapers and adhesives
• Flex-board reinforced spine
• Flannel-cloth binding reinforcement
• Digitally reproduced graphics • Nylon lamination film • Durable binder’s board cover
Discounts
Format Discount
Hardcover 45.0%
Trade Quality Paper 40.0%
Mass Market Paper 40.0%
Publisher’s Library Binding 15.0%
Prebind 10.0%
University Press 10.0%
Shorts 10.0%
Graphic Novels 40.0%
Nets 0.0%
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Spoken Word 45.0%
DVD < $14.99: 35.0%
$15.00-$19.99: 30.0%
$20.00+: 25.0%
Music 5.0%
* 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 Ingram 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 Ingram’s purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
** Ninety to ninety-five percent of all Spoken Word Audio CD is at the 45% discount; however, some Spoken Word Audio is short discounted by the publisher.
*** Although the majority of Ingram's DVD inventory is eligible for the maximum discounts, some titles receive smaller discounts.
Definitions of Binding Types and Presses
Discounts are applied to the publisher’s current list price. Prior to placing an order, the Library can determine estimated discounted pricing for an entire list by utilizing the Price this List feature on ipage®.
In determining which titles receive less than full trade discounts, Ingram categorizes books for pricing purposes by considering the binding, cost of acquisition, general marketing categories, publisher’s discount, and other factors as defined by the Definitions of Binding Types and Presses provided. Ingram reserves the right to be the sole and final determinant of the pricing category.
Trad e Hardco ver : High demand fiction and nonfiction books published with a glued binding and a hardcover. These titles are typically for the general consumer and produced by widely distributed publishers. Trade bindings may also be referred to as retail trade editions, trade books, hardbound books, hardback books, cloth bound books or cloth cover books. Publishers normally produce these titles in larger print runs.
Q u al ity Pap er b ack: High demand fiction and nonfiction books with paper covers and generally no size restriction. Any illustrations or graphics may be placed throughout the book; both paper and printing are high quality. These titles are typically for the general consumer and produced by widely distributed publishers. This binding may also be referred to as trade paper or trade paperback. * 225
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Mass Mar ket Pap er b ack : High demand books with paper covers that are produced in a size to fit a standard retail store display and generally deal with subjects of mass appeal. Any illustrations are grouped together in one section of the book. *
Li b rar y Bin d in gs: Books of higher quality publisher bindings, usually fanned and glued, and may also be sewn. Books may be identified as Library Bindings on ipage®.
Uni versi ty Press: The binding types may vary for these titles (i.e., Hardcover and/or Paperback), but all are published by a University Press.
Shor t Di sco unt/N on -Trad e: Lower demand, small print-run books in various bindings, and includes graphic novels, legal, technical, reference, scientific, and medical titles as defined by Ingram 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 Ingram’s purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
Large Pr i nt: Ingram does not recognize large print as separate binding type for discount purposes.
Large print titles receive discounts according to binding/press assigned to the ISBN ordered as outlined above.
G rap hi c Novel s: A narrative work in which the story is conveyed to the reader using comic form.
The term is employed in a broad manner, encompassing nonfiction works and thematically linked short stories as well as fictional stories across several genres.
Pic ture Boo ks, Board Books, Easy Read ers, an d Bi g Boo ks: These juvenile genre categories are not discounting categories used by Ingram. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. We estimate that at least 80% would receive the full trade discount.
Preb ou nd Books: Paperback books bound into a hardback edition. Our inventory also includes over 17,500 prebound titles from Perfection Learning and San Val (Turtleback Books), and are identified on ipage® as Prebound-Sewn or Prebound-Glued
Wor ld Lan gu age Mater i al s: Ingram does not recognize Spanish language (or any world languages) as a discounting category. These books will receive the discount appropriate to the specific binding/press ordered as outlined above.
Spoken Word A ud i o: Audiobooks produced for the general consumer and dealing with subjects of mass appeal. Spoken Word audio may be abridged or unabridged and are generally sold by publishers at full trade 226
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discounts, however some titles may be short discounted by the publisher. Ingram does not differentiate between MP3 CD and Audio CD formats for discounting purposes.
Book and spoken word audio kits will receive discounts based upon classification of the title, typically by the publisher, as a book or as a spoken word audio. If classified as a book, it will receive the discount appropriate to the specific binding/press assigned to the ISBN ordered.
DVD an d Bl u- ray: Currently, Ingram provides pre-recorded titles in these categories under a single discount. However, should a new format of DVD emerge in the industry for which studios apply different purchasing terms, Ingram will notify the Library of the discount applicable to that new format.
Net: Low demand, small print run books in various binds and categories upon which Ingram receives minimal or no purchase discount. This category of book will receive a 0% discount. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
*See Short Discount for explanation on titles that may fall outside of this discount category.
Freight Terms
We are pleased to offer I n gram- p aid frei ght from your designated primary and secondary distribution centers. We hold orders until a minimum quantity of 15 units is met. The qualifying unit quantity is subject to change with notice. Items picked, packed, and shipped together count as an individual shipment.
Ingram chooses the most cost-effective shipping method but uses UPS ground service to transport most of Ingram's goods. Ingram reserves the right to adjust distribution center designations to provide the most favorable service to your Library. We ship FOB Destination. With FOB Destination, Ingram is responsible for product until delivered to its destination; liability lies with the receiving agency thereafter.
When freight charges on an individual account surpass 3.0% of the account's expenditures, Ingram reserves the right to add fuel surcharge, with notice. These charges appear as Shipping and Handling charges on your invoice and are subject to change with notice.
ipage® ipage is Ingram’s online collection development and ordering tool for librarians, combining the industry’s largest inventory with complete title information, including pre-pub metadata, collection development resources, reviews, and real-time stock check. Customers with a current, active Ingram account are eligible for a free subscription to ipage, which offers libraries easy-touse ordering capabilities and other features at no cost for unlimited concurrent users. 227
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You can access ipage at http s:// ip age.in gramcontent .com . Via ipage, you can access and manage your library’s account (s) specific information, at your convenience, 24 hours a day, 7 days a week.
As a web-based tool, ipage offers 24/7 real-time inventory information, the ability to search by thousands of categories, as well as a wide array of publicity and product news sources. ipage features include:
Simple search by Title, ISBN, Author, Keyword, Series, Dewey®, and more Ingram stock information and real-time stock check
Title descriptions
Physical Information, LC Subjects, LCCN, Dewey
Ability to create, edit, download, and/or order lists by clicking titles within ipage, importing a document to ipage, or pasting EANs into ipage.
Ability to sort by Author, Title, Binding, Dewey, ISBN, Price, Pub Date, Publisher, Standard Retail Price, Ingram Demand, and more.
For video product: additional Information such as Features, View, Number of Units in Package, Awards, Dewey, Based on the Book
For video product: Advanced search by Directed By, MPAA Rating, and Featuring/Title For video product: Sort by Title, Featuring, Product Code, Format, Studio, Release Date, US SRP
For music: Simple search by Title, Product Code/EAN, Artist, Song Keyword, and more 228
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For music: Sort by Album Title, Artist, EAN, Media, Label, Release Date, Suggested Retail Price.
List sharing options
Option to download brief MARC order records
Ordering and order status information
Account management and reports
ipage selection lists created by Ingram staff librarians Current publicity information
Online catalogs
Annotations and citations
Cover images for selected titles
Power search
Boolean search
Saved search
Access to search all titles in our Extended database
Excerpts for selected titles
Journal review citations
Full text reviews from selected journals for a nominal annual fee
Your ipage accounts are created so that a library-designated administrator has oversight capabilities to aggregate lists and manage users. The Administrator can add additional ipage users as required by the Library. Each user will be assigned a unique login and users can set their own password.
We want ipage to be customer-driven and to allow users to individually customize their ipage experience. Users have tools to assist in prioritizing critical information they need to search, order, and deliver more content to more patrons.
Because ipage focuses on personalization and intuitive functionality, customizable widgets allow users to design their own homepage with tools they use most. Users can easily track bestsellers, access online catalogs, view custom lists, and bookmark favorite destinations in and outside of ipage.
Benefits of ipage home page include:
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• A simplified menu structure allowing our customers to quickly find what they are looking for.
• Roll-over drop-down menu options for each functional area of ipage, which enable users to reach content with less effort.
• Suggestions from Ingram product experts in our Ingram Lists & Picks column on the Browse menu.
• Ability to customize the homepage, including option to remove widgets and to select a background theme.
• Enhanced Simple Search options, including the ability to search across multiple product types.
ipage Searching
• ipage displays Simple Search at the top of every page, allowing fast, efficient search for titles. Simple Search options for print books include Title Keyword, Start of, Phrase, or Exact Title; Author; ISBN/EAN; Keyword(s); Series; Dewey. • Power Search allows ipage users to isolate their search to a narrower list of titles, by using some or all a specific set of search criteria. Through Power Search, ipage users can look for titles by publisher, subject heading, format, language, and other filters not listed on the Simple Search feature. You can input search criteria for up to 25 data points. The more search criteria added, however, the fewer results the search returns. • Boolean searching is like power searching but uses Boolean terms and focuses mainly on criteria in the Title, Contributor, Publisher, BISAC, Ingram Theme, and Series fields. You can also add search criteria on Language, Age Group, Binding, Publication Date, etc.
Under "further criteria," Boolean searching allows users to select multiple attributes. • Predictive Search is an optional functionality on ipage that allows for more efficient searches across our entire database. Using our top-demanded product data, it suggests autocompletions of search term(s) typed into the search bar, including Title (Start of) and Author.
• Street Smart Titles list under the Browse tab on ipage enables you to view a list of titles with a hard street date from the publisher. This Street-Smart list focuses on titles up to 18 months pre-publication.
• Search results allows sorting by Title, Author, EAN/ISBN, Binding, Publisher, Pub Date, or SRP, and users can quickly jump to specific places in the result. The Search Result View also includes options at the item level.
• Saved Searches. This time-saving feature is a great way to organize searches a user might perform on a regular basis. Users can save searches as a new search or as a replacement for an existing search. ipage automatically purges saved searches from the user's account 13 months after the last accessed date shown on ipage. 230
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ipage Search Refinements ipage provides multiple criteria for refining title lists from search results or selection lists:
• Search within Results: To the left of your results is a box for searching within your results. Enter your search words and click the Search button. You can further refine your results as needed using the options and search feature located on the left. • Search Filters: Search Filters provide a better search experience for customers who do not purchase compilations, collections of public information, or reproductions of previously published public domain titles. This filter allows you to hide these product types from your search results.
• Refine Search Results: Depending on the list, search refinements might include Age Group, Binding, Publication Date, which may also include Forthcoming Titles, Contributor, Price, Format, Awards, Citation Source, BISAC Categories, Dewey Categories, Ingram Categories, Language, and Features. You can collapse and expand a field to better meet your search needs by clicking on the up/down arrow to the right of each field. The next time you search, ipage remembers those fields you have collapsed or expanded. • Quick Limit - If refinement terms you use in your search are in the top three displayed under the refinement field, check them off and click ‘Update’ to quickly limit your results. You can now select multiple terms to drill into your results. • Search the Full List - If your search terms do not appear among the top three under your refinement option or if you want to exclude terms from your results, click the “More...” link next to any field.
o Including and Excluding Search Terms. After clicking the “More” link under the search refinements, you can further refine your results by selecting or excluding as many terms as you like. Scroll the list of terms by dragging the scrollbar up and down.
o Search for terms by entering letters, and a text filter will quickly reveal matches.
o Select as many terms as you would like to include in your results by checking them off in the ‘Include’ column.
o Exclude as many terms as you want by checking them off in the ‘Exclude’ column. o Verify your selection with the intuitive green (include) and red (exclude) bubbles.
o Remove anything you do not want by clicking on the ‘x’ on the right side of the bubble or by unchecking it in the ‘Include’ and ‘Exclude’ columns. o Click the ‘Update’ button to apply your refinements or ‘Cancel’ to return to your results.
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o For each refinement you apply, a breadcrumb appears at the top of your search results, making it easy to later remove any limiters you applied.
A Title Detail page on ipage includes title, contributor (author, illustrator, editor, etc.), ISBN/EAN, publisher or studio, suggested retail price, binding or format, pub date or release date, and copyright date.
Details may also include any of the following as provided in the publisher metadata: cover image, BISAC categories, LC subjects, themes, OCLC number, Dewey, LC subjects, series, awards, features (Index, Price on Product, Excerpt, Illustrated, Maps), initial print run, target age group, physical information (dimensions, weight, number of pages), carton quantity, annotation, description, publisher marketing, review citations, review quotes, biographical notes, and full text reviews.
Children’s titles may include Accelerated Reader®, Scholastic Reading Counts! ™, and Guided Reading Level information. ipage Title Detail screen shows alternate bindings/formats for a title, when available. ipage title details update daily, providing customers the most current publisherprovided information available.
Street Smart
Ingram understands the importance of getting high-visibility titles into the hands of Library patrons at the same time those titles appear in local bookstores.
Titles designated as part of our Street-Smart program include any upcoming new releases with publisher-assigned release dates. Within publishers’ parameters, Ingram makes every effort to quickly turn around hot new release titles to arrive in libraries before street date.
We cannot control publishers’ street dates. We do, however, work closely with publishers for news of publishing date changes or unexpected releases. We provide updated information via ipage® as soon as publishers make such information available, which enables library staff to check the status of any title as its scheduled street date approaches.
We strive to deliver titles before their street dates to libraries with a Street-Smart affidavit on file.
However, because our ability to deliver titles in time for release date is contingent on the publisher providing those titles to us, we cannot guarantee arrival on or before release date.
Occasionally, factors such as supply or transportation issues can compromise our ability to deliver by release date. In such instances, the level of custom processing or cataloging profiled on a Library account may, in addition, cause the title to be delivered after street date.
To receive Street Smart designated titles on or before the release date, the Library should complete a signed affidavit agreeing not to display, circulate, or sell for advanced reading a title before its publisher-assigned release date. Without this agreement, Ingram cannot ship Street Smart titles 232
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until one day prior to the publisher’s release date, in accordance with our own agreements with publishers.
Occasionally, publishers assign stricter release date parameters to certain forthcoming titles. These titles are part of our Street Smart Select program and, typically, are major releases with large print runs and significant publicity campaigns. Like for Street Smart titles, we ask the library to sign an affidavit to receive Street Smart Select titles in advance of their release dates.
Ingram provides advance notification of Street Smart Select titles, including any order deadlines or minimum order quantities required to participate in the early delivery program. Per t he pu b lish er sp ecific gu id elin es, wit hou t a signed affid avit , d ist ribu tors may n ot b e p ermitted to d eliver Street Sma rt Sele ct ti t les unti l on e d ay b efore t h e on - sale d ate.
Searching for Street Smart Titles in ipage®
The Street-Smart list under the Browse tab on ipage® enables libraries to view a list of titles that have a hard street date from the publisher. This Street-Smart list focuses on titles up to 18 months’ pre-publication.
3. GENERAL SELECTION CRITERIA
Vendor must be able to provide collection development support for all formats utilizing customized selection lists.
Ingram complies.
Collection Development Services
Ingram’s Collection Development team comprises 10 MLS-degreed librarians and managers, 4 long-term publishing industry expert administrators, and 1 data manager partway through her library degree.
Our 10 librarians each have at least five years of public library experience, and the Collection Development team has almost 300 years of library and/or publishing experience combined. 233
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Members of the team have participated in local, state, and national library conferences and have presented on collection development, forthcoming books, the elements of a good picture book, selection tools, library marketing, Dewey versus BISAC organizational schema, library technology, handling difficult patrons, library staff development, and more.
The Collection Development team is well-known for top quality selection lists for Opening Day Collections (ODCs) and ad hoc lists, and libraries purchase Ingram’s custom Collection Development services for projects when lists from other vendors do not work.
Ingram’s MLS-degreed librarians and Program administrators work with you to find materials and develop your collections. Using their public library selector experience, and tracking trends that impact reading behavior, they identify titles you need for a well-balanced, diverse, relevant, high- circulating collection.
Ingram offers a wide range of cutting-edge and comprehensive Collection Development services, branded as iCurate. Grouped into five overarching services, they reflect the work of MLS-degreed librarians rather than canned lists and automated queries—No Robots Here! Our Collection Development Librarians have built and daily maintain a proprietary database with value-added data, such as diverse title distinctions, assigned genre, and state interest, along with the more standard metadata.
We meet with large and small publishers throughout the year to learn about forthcoming titles, publicity, and other important publisher news. And, because Ingram is the main provider of books to bookstores, large retail stores, and online booksellers, we can generate reporting that identifies “hot” titles before they become popular in libraries.
Our services include:
• iCurate Complimentary: Curated Lists & Standing Order Programs • iCurate Coming Soon: Forthcoming Monthly Title Subscription 234
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• iCurate Core: One-Time Gap Analysis
• iCurate inClusive: Diversity Audits Made Easy & Follow-Up Audits • iCurate Custom: Ad Hoc Lists, Opening Day Collections, & Ongoing Curation
Ordering Prepublication
Need orders placed pre-publication? We’ve got you covered. Because most libraries order titles at least three months pre-publication, we run most of our Collection Development services three to six months prepublication. This gives libraries time to import brief records into their OPAC so patrons can place holds. It also means our library customers receive stock from the initial publisher printing to have the newest titles on shelves by street date.
Many of our complimentary lists on ipage feature new and forthcoming titles, including High Interest Title Selections (HITS) for each age group, featuring the titles we expect to be most popular; Debut Author lists; Large Print; and more.
The complimentary Standing Order Programs/New Title Notifications feature pre- publication titles in 19 of our 20 programs, including author, series, continuations, and hand-selected programs for all ages. Additionally, our affordable hand-selected monthly subscription service, iCurate® Coming Soon, includes titles on the 26 monthly lists three to four months prepublication.
iCurate Complimentary: Curated Lists
iCurate Complimentary includes thousands of hand-selected lists available without charge to customers on ipage in the Curated Lists tab. These lists are broken down into Adult, Children’s, Teen, Audiovisual, Award & Noteworthy, and K12 and updated regularly: weekly, monthly, quarterly, or annually, depending on type of list.
Our lists receive tens of thousands of views and downloads each month and include High Interest Title Selections (HITS) of the most anticipated forthcoming titles in each area, Top Library Titles lists to help fill in gaps after weeding or during regular maintenance, and much more. 235
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The Virtual Book Display sections feature trending and timely topics, such as Artificial Intelligence in Fiction; Don’t Bug Me: Creepy Crawlies in Fiction; and Halloween Cooking, while our Subject Lists category feature regularly updated topics always of interest, such as English Language Learning; Homeschooling; Nonfiction Classics & Essentials; In the News, Movie/TV Adaptions; and many more.
“I am LOVING these [ipage®] lists! Not only are they helpful with regular collection development work, they're making it easy to put together mini collections for display.
LOVE THEM!"
— Katie J., Adult Collection Development Coordinator
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Ingram recognizes the need for more diverse books and creates regularly updated lists of diverse titles, such as Asian Interest, Black Interest, Diverse Families, Income Inequality, Indigenous Interest, Latinx Interest, LGBTQIA+ Interest, Mental Health, Middle Eastern Interest, #ownvoices, Serious Illness, Social Emotional Learning, Spanish Language Books, and Special Needs.
Our Collection Development librarians mark diverse title distinctions in our databases, as we work titles that feed in every day from publishers. We can therefore identify as many quality, diverse titles as possible, both when creating these diverse category lists and when creating lists for all other projects.
For customers who like to find titles serendipitously in ipage, we have created an “Expertly Curated” icon that appears under a title in your Search Results or Selection Lists. It indicates that a title is in one or more of our Curated Lists.
Within the title detail page, you can view lists on which the title appears and click straight into any of the featured lists. So, if you were interested in the book Little You because you were looking for Indigenous Peoples Board Books, you could click directly into the Indigenous Peoples Board Books Curated List to instantly find 18 other quality titles.
iCurate Complimentary: Standing Order Programs/New Title Notifications The Ingram Collection Development department curates, maintains, and manages 20 Standing Order Programs to help libraries easily track and order.
Programs include forthcoming titles from bestselling authors for all ages; Easy Reader series, Fiction, Nonfiction, and Graphic Novel series for all ages; Nonfiction and Travel Continuations; ReviewALERTSM Programs for Adult and Youth; hand-selected Programs for Board Books, Picture Books, Adult & Youth Nonfiction, paperback original Adult Fiction, and mass market genre Fiction; a popular video Program; an awards & state lists Program; and Ingram’s proprietary build-your- own Standing Order Program, iSelect®.
Pricing: Complimentary
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Ingram’s Standing Order Programs have been ranked as the best in public library surveys and offer several advantages unmatched in the library market:
Conven ient : Enrollees can manage their profiles online through ipage 24/7, and any changes to the enrollment profile take effect immediately with no waiting. Cu rrent : Ingram librarians and administrators hand-select and maintain offerings to ensure programs include only active offerings. We know libraries do not want to encumber their budgets with titles that will never publish because those titles are completed or discontinued offerings, so we meet and work with publishers continually to stay on top of publishing news.
Com mit ment- Free: With Ingram, you do not receive titles unexpectedly in your library.
Customers can enroll in either Auto-ship, which delivers a list to ipage and allows two weeks for editing before the order places automatically, or in in Report Only, to receive lists, which they can edit and order on their own time schedule.
We order most titles 2-3 months prepublication (sometimes up to 6 months for the most popular authors), and you may cancel backorders at any time before they arrive in our warehouses. In addition, Ingram does not alter the return policy on titles ordered through our Standing Order or Continuation Programs—it is the same return policy no matter how you order or learn about the title.
Com p limentary : Ingram never reduces the discount or elevates pricing on titles running on a Standing Order Program. Our 20 Standing Order Programs truly are complimentary.
There are no hidden costs.
Cu stom izab le : Customers can mix-and-match Program profiles an infinite number of ways to ease their workflow and ordering process. They can rename any profile for easy identification and to prevent over or under-ordering.
Our Programs allow line-item grids, so if a library typically wants specific branch allocations and funding codes for the works of a specific author, and different branch allocations for the titles of another author, it can simply select the correct grid for each offering in the enrollment form.
Then, when lists are delivered, correct grids are already applied.
Although we encourage libraries to review their Program lists, many Author (Adult) and Nonfiction and Travel Continuations customers with line-item grids established simply allow lists to order automatically.
Cu stom er Se r vice : Two long-tenured Customer Service Administrators provide special customer service for Standing Order Program customers. Although our Programs are organized and automated to allow most libraries to self-serve, our Administrators help libraries daily with everything from routine enrollment edits and cancelling, changing quantities on backorders, to onboarding new Standing Order Program customers. Com p reh en sive: Ingram provides 20 Standing Order Programs for Children, Teens, and Adults in multiple formats to cover the entire library:
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Mass Market Genre Fiction (Adult)—Gives customers the top five new titles each month in the Fiction genres they select, including: African American; General Fiction A, B, & C; Mystery A, B, & C; Romance A, B, C, D, & E; Speculative Fiction; and Westerns. Program runs once a month and includes titles up to two months prepublication.
Nonfiction Continuations (Adult)—Provides timely notification of regularly updated Nonfiction titles in a variety of subject areas from atlases to writing handbooks. If you don’t want to receive a title every time a new edition releases, you can select a desired cycle. Program runs twice a month and includes titles up to four months prepublication.
Nonfiction Series (Adult)—Provides the latest series Nonfiction geared toward adults, including “For Dummies” and hundreds of others. Program runs twice a month and includes titles up to three months prepublication.
Paperback Original Fiction—Provides notification of the original trade paperbacks (20/month or 40/month) forecasted to have the highest demand. Program runs once a month and includes titles up to two months prepublication,
Popular Series (Adult)—Sends customers list of the newest and hottest titles from the popular adult Fiction series the customer selects. Program runs once a month and includes titles up to three months prepublication.
ReviewALERTSM (Adult)—Notifies customers of book reviews in their selected journals (Booklist, Kirkus, Library Journal, Publishers Weekly); can be limited by Dewey® Century, Fiction, and Graphic Novels to save time, as well as starred reviews, unstarred reviews, and all reviews.
Program runs twice a month.
Travel Continuations (Adult)—Offers a flexible method of receiving regularly updated travel guide titles. If you don’t want to receive a title every time a new edition releases, you can select a cycle.
Program runs twice a month and includes titles up to four months prepublication.
Forthcoming Popular Nonfiction (Adult)—Provides the best forthcoming Nonfiction titles each month, customizable by Dewey® Century and hand-selected by our expert librarians. Offers options for large, medium, and small libraries. Program runs monthly and includes titles up to three months prepublication.
Programs—Adult
A uthor Fiction (Adult)—Provides the latest hardcover (and large print & audiobook) releases from stomer-selected bestselling adult Fiction authors—our most popular Program. Program runs ice a month and includes titles up to 6 months prepublication.
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Programs —Youth
Author/Illustrator (Children’s)—Offers the newest titles by bestselling children’s authors and illustrators (ages 0-12). Program runs twice a month and includes titles up to six months prepublication.
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Author (Teen)—Offers the newest titles by bestselling YA authors (ages 12-17). Program runs twice a month and includes titles up to six months prepublication.
Easy Reader (Youth)—Sends notification of the newest titles from customer-selected leveled beginning reader series. Program runs twice a month and includes titles up to three months prepublication.
Nonfiction Series (Youth)—Provides the latest series Nonfiction geared toward youth, including DK Eyewitness Books and hundreds of others. Program runs twice a month and includes titles up to three months prepublication.
Picture and Board Books—Offers the best upcoming Picture Books and Board Books.
Handselected by a children’s librarian, this Program offers 25 or 50 Picture Books and 10 or 20 Board Books. Program runs once a month and includes titles up to three months prepublication.
Popular Nonfiction (Youth)—Offers the top hand-selected titles in Easy Nonfiction (10 titles), Juvenile Nonfiction (15 titles), and/or YA Nonfiction. Program runs once a month and includes titles up to three months prepublication.
Popular Series (Youth)—Sends customers lists of the newest titles from popular youth Fiction series. Program runs twice a month and includes titles up to three months prepublication.
ReviewALERTSM (Youth)—Notifies customers when titles receive a review in their selected journals (Booklist, Bulletin of the Center for Children’s Books, Horn Book Magazine, Kirkus, Publisher’s Weekly, School Library Journal); can be limited by industry standard age ranges and Graphic Novels and starred reviews, unstarred reviews, and all reviews to save time. Program runs twice a month.
Graphic Novel (Adult & Youth)—Features expertly hand-selected and age-ranged Graphic Novel series. Program runs twice a month and includes titles up to three months prepublication. iSelect®—Ingram’s own build-your-own Standing Order Program includes BISAC subject categories and sub-categories selected by the customer and is based on Ingram buy level; can also be filtered to view or exclude titles from specific publishers. Program runs every Sunday.
Popular Video (Adult & Youth)—Provides weekly notification of the latest blockbusters, independent films, foreign films, classics debuting on DVD, TV series (Youth), TV series (Adult), TV movies/mini-series (Youth), TV movies/mini-series (Adult), documentaries, anime, and family film on DVD, Blu-ray, DVD/Blu-ray combo, and Blu-ray 3D. Program runs every Thursday.
Pr ograms—For All Ages
wards* Book Clubs* State Lists—Offers new award winners and honor books, major book clu cks, and state lists. Program runs the day after books are awarded/announced.
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iCurate Coming Soon: Forthcoming Monthly Title Subscription Easily manage new and forthcoming titles with Ingram’s suite of librarian-curated lists delivered on the first of every month within ipage®. Featuring far more than bestsellers, this annual subscription offers three size options by category, which allows you to efficiently maintain a relevant collection while our librarians do the work.
Our collection development librarians stay informed of publishing and cultural trends and use their public library experience to tailor each list to include titles they would select for their own public library to increase circulation.
Lists are balanced according to the typical American public library—more Picture Books than Board Books, more YA Fiction than YA Nonfiction, and more Adult Nonfiction 600s than 400s.
Coming Soon lists also follow publishing-industry schedules and reflect the seasonality of different subjects throughout the year, so they might include more titles in October than in February.
You can subscribe to Adult, Children’s, and/or Teen lists and mix-and-match small, medium, and large lists within each age category—there is no price difference between sizes, and you can change the size at any time. Get lists in the following subjects:
Adult Lists (15 lists)
Adult Fiction
Adult Graphic Novels
Adult Large Print Fiction & Nonfiction (2 lists)
Adult Nonfiction 000s – 900s & Biographies (11 lists)
Pricing: Complimentary
iCurate Connection: Collection Development Services Newsletter The Ingram Collection Development team continually updates our Standing Order Programs to ensure that offerings remain active and will produce titles. To keep customers updated on those changes, the team publishes a monthly newsletter, iCurate Connection, listing changes and news of each program.
Important Standing Order Program information such as new offerings, offerings ceased by the publisher, titles that won’t run on a Program and the reason they won’t run, important author or publisher news related to specific offerings, and frequency changes in publication schedules is shared monthly via this electronic newsletter delivered to your inbox.
In addition, the newsletter contains articles written by our Collection Development librarians covering a variety of topics related to collection development and publishing. Past topics have included “Social-Emotional Learning in Picture Books,” “Power of Storytelling,” “Surviving the Holidays,” “Top Adult Debut Titles,” and “On Your Mark, Get Set, Bake.” 241
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Children’s Lists (8 lists)
Board Books
Picture Books
Easy Nonfiction
Easy Reader Fiction & Nonfiction (2 lists)
Juvenile Fiction
Juvenile Graphic Novels Juvenile
Nonfiction
Teen Lists (3 lists)
Teen Fiction
Teen Graphic Novels
Teen Nonfiction
Ingram’s iCurate Coming Soon features an Enhanced Duplication Management tool in ipage, available exclusively for Coming Soon subscribers. The tool allows libraries to manage duplicates on customer-created and Ingram-delivered Selection Lists, iCurate Complimentary Curated Lists, and in Search Results quickly and easily.
It allows users to filter Selection Lists and Search Results to include or to exclude titles already on another Selection List(s), Ordered from Ingram, and/or in their Holdings (if submitting holdings to Ingram via Z39.50).
1. Se arch resu lt s an d In gram Cu rated List s (hiding duplicates) – When a user searches and receives a list of results or views the iCurate Complimentary Curated Lists in ipage, Coming Soon customers see on the left side of the screen an additional set of options for filtering.
Under Manage Duplicates, users can Exclude titles from view if those titles are already on a Selection List, Ordered from Ingram, or in their Holdings (if participating). This is a quick, easy way 242
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to eliminate those titles from view in Search Results or the Curated Lists so that you don’t accidentally add duplicates to a list you are creating.
2. Se lectio n List s (deleting duplicates) – In a Selection List (customer-created or Ingramcreated, such as iCurate Coming Soon or Standing Order Program lists), users can filter to include duplicates to make it easier to remove those from their Selection List. Once your list shows only the duplicates, you can then choose to delete all visible titles from your selection list with a simple click, or to review each one and hit the delete icon when desired. The icons showing Lists on which a title duplicates help you determine if you need multiple copies of a title.
iCurate Coming Soon has garnered praise for its quality and comprehensiveness: “I am already happy with the titles I wouldn’t normally see in my review lists. Gathering these titles would require extra work and time I rarely have. A+!” (Jeremy Bloom, Lincoln Parish Library) Ingram’s iCurate Coming Soon has several advantages for libraries wanting monthly custom lists delivered:
Cost-Effective:
Annual subscription is $775/age level (Adult, Children’s, Teen) Select All Ages & save: $2,100 per year
No hidden costs—discount is the same whether you get a title through this service, and we do not change the returns policy
Convenient:
Enhanced Duplication Management feature for quick-click deduplication against your Holdings, On Order, or In a Selection List
Allows you to quickly deduplicate Coming Soon lists, Selection Lists, iCurate Complimentary Curated Lists, and Search Results across ipage Enhanced Duplication Management available exclusively to iCurate Coming Soon subscribers
Customizable:
Mix & match small, medium, and large lists by collection Select list size based on circulation, budget, or selector preference Have lists delivered to specific ipage account users based on how you set up enrollments
Comprehensive:
Forthcoming, new, and timely titles selected by MLS-degreed librarians Date range up to 120 days prepublication
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No gaps or duplication within the iCurate Coming Soon service
Your iCurate Coming Soon lists never overlap each other, so you will never see the same title run multiple times on a list or on multiple lists. To maintain affordability, Coming Soon lists reflect the binding preferences of most of our customers:
1. Hardcover
2. Trade Paperback
3. Library Binding
4. Mass Market Paperback
and will not include reprints unless it is truly a new edition with updated content.
The iCurate Coming Soon subscription ensures you don’t miss big titles and balances midlist titles and other parts of the collection. It catches those titles that quickly and unexpectedly explode in popularity when released. To that end, our librarians select titles for Coming Soon lists using a rolling set of publication dates (Last Month + Current Month + 3 Months).
Most titles on Coming Soon lists publish in the latest month available (for example, October titles in the July 1 lists); titles published in other months in the date range may also be included, based on predicted popularity and review coverage.
Drop-in titles will also be included to help your library selectors see popular titles you don’t want to miss. These are titles our librarians believe necessary to build a balanced collection over the course of the year and include bestsellers. standard titles, and books on topics that help round out a public library collection.
Want to keep your Author Standing Order Program, with its line-item grids, and other Standing Order Programs while still avoiding duplicates? The Enhanced Duplication Management feature makes that easy.
Annual Pricing: $775 Adult, $775 Children’s, $775 Teen, or $2,100 for All Ages
iCurate Core: One-Time Gap Analysis
From time-to-time, our collections get out of balance and are missing key titles or even sections.
At other times, we simply want to know how current, complete, and relevant our collections are.
Ingram’s Collection Development librarians have all worked in public libraries and have struggled with these issues first-hand. That’s why we created iCurate Core: Essential Collection Gap Analysis for the public library. Core allows a library to rebalance their Adult, Teen, and/or Children's collections with a one-time list suite of essential titles currently lacking. 244
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The iCurate Core service provides a one-time set of lists that include classics, standards, evergreen titles, and new, popular titles a public library should own, compared to an author/title match of your submitted holdings, to identify which titles your collection is missing. Our team of experienced, MLS-degreed librarians create the iCurate Core lists.
The lists come in an Excel list format with value-added information and estimated actual customer pricing to make it easier to budget. Besides standard fields such as title, author, publisher, EAN, Dewey, BISAC, pricing information, and more, these lists include fiction genre category and public library ranking to help prioritize purchases.
We mark your holdings so that you can determine if you want to purchase additional copies of a title or to replace a worn version, and you can ordering via your usual means or by emailing the spreadsheet to Ingram’s Customer Care team.
Adult Lists
Adult Fiction
Adult Graphic Novels
Adult Nonfiction 000s – 900s and Biographies (11 lists)
Children’s Lists
Board Books
Picture Books
Easy Nonfiction
Easy Reader Fiction
Easy Reader Nonfiction
Juvenile Fiction
Juvenile Graphic Novels
Juvenile Nonfiction
Teen Lists
Teen Fiction
Teen Graphic Novels
Teen Nonfiction
We can match your holdings by author/title, so that different bindings of a title already in your library, such as hardcover versus paperback, should show as held. Occasionally the metadata may not match between bindings, or the EAN in your catalog has been out of print long enough that it no longer appears in our database. In those cases, we cannot match different bindings, and the title on your list may appear as un-held.
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You can purchase Core lists once, every few years, or annually. They provide a starting point showing which essential and currently popular titles are missing from your collection. This means you don’t have to spend precious time identifying gaps and searching for quality replacement titles. You also can use the lists to replace essential titles previously weeded due to poor condition.
Pricing: $1,000 each for Adult, Children’s, or Teen, or $2,800 for All Ages
iCurate inClusive: Diversity Audits Made Easy
Books can allow children and adults to see themselves and others represented in the text. (Rudine Bishop). According to Sch oo l Lib rary Jou rn al, almost 95% of librarians agree that having a diverse collection is either important or very important.
However, the publishing industry acknowledges a lack of diverse voices, editors, and leaders, and standard metadata rarely helps identify diverse titles. As a result, diversity audits of a collection are typically manual, time-consuming, and tedious.
With iCurate inClusive, a library purchases a one-time assessment of the diversity of their holdings, they email their holdings EANS to Ingram, and within two weeks, they receive eyecatching reporting on the diversity of their collection for their library board or funding agency, along with lists of the most popular, diverse titles missing in public libraries.
Purchase options include Adult, Children’s, Teen, or a bundle of All Ages, and the purchase comes with the following:
• More than 60 charts and graphs showing the diversity of your collection compared to the average public library to provide context in each subject area, age range, and overall collection, including the following diversity categories:
o Asian Interest o Black Interest o Indigenous
Interest o Jewish Interest o Latinx Interest o LGBTQIA+ o Mental Health o Middle Eastern Interest
o o Multicultural o Muslim Interest
o Neuro and Physical Diversity
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Diversity categories reflect interest and content rather than solely author identification, which is not always readily available, accurate, or discernable.
• Excel spreadsheet that you can edit, filter, sort, and duplicate, with 24 subject breakouts indicating the number of diverse titles currently in your collection in each diversity category, which allows you to track and enter new purchases to create “after” reporting.
• Shoppable lists of the diverse titles most popular in public libraries, with your holdings (title/author match) and the diversity codes marked, to facilitate filling in identified gaps:
Fiction Board Books
Graphic Novels Easy Nonfiction
Nonfiction 000s Easy Reader Fiction
Nonfiction 100s Easy Reader Nonfiction
Nonfiction 200s Juvenile Fiction
Nonfiction 300s Juvenile Graphic Novels
Nonfiction 400s Juvenile Nonfiction
Nonfiction 500s Picture Books
Nonfiction 600s
Nonfiction 700s
Nonfiction 800s Fiction
Nonfiction 900s Graphic Novels
Nonfiction Biographies Nonfiction
Adult Lists Children's Lists
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Links to the iCurate Complimentary Diverse Title Lists provided within ipage for ongoing support:
All reporting and lists of diverse titles arrive in two weeks rather than over a period of months or years and save possibly hundreds of hours of payroll time. Library customer can then quickly fill in gaps, so their communities benefit almost immediately.
By purchasing inClusive, you can spend most of your money on filling in diverse title gaps rather than on extravagant fees for reporting and analysis or on extra payroll for a lengthy diversity audit process.
Ingram’s Collection Development librarians have assigned value-added metadata in our applications for years, and we have ingested out-of-print holdings from the largest libraries in the country to make sure our reporting is as accurate and thorough as possible, even on older collections. This makes title/author matching more complete if titles come back into print at some point in the future, since the value-added information already exists in our database.
Pricing: $1,500 each for Adult, Children’s, or Teens, or $4,200 All Ages iCurate inCremental
Customers who have already purchased inClusive and want to measure their progress can now purchase iCurate inCremental, a follow-up audit showing updated reports compared to previous results and the average public library for context.
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We store your previous results so that all you do to get a professional, turnkey-ready report showing your growth is send a text file of your current holdings—with Ingram, it’s easy!
Customers who have already purchased inClusive and want to measure their progress can now purchase iCurate inCremental, a follow-up audit showing updated reports compared to previous results and the average public library for context.
Because our librarians hand-work titles six months prepublication without relying solely on BISAC or other mapping, inCremental will not count dubious titles as diverse. We would rather not offer a service than offer one that potentially causes harm.
Pricing:
$1,500 each for Adult, Children’s, or Teens with new shopping lists $1,200 each for Adult, Children’s, or Teens without new shopping lists $4,200 All Ages with new shopping lists
$3,300 All Ages without new shopping lists
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iCurate Custom: Ad Hoc Lists
Ingram’s MLS-degreed Collection Development librarians create one-time targeted custom lists for libraries with grants, end-of-year spend budgets, or unexpected funds. Libraires might need lists of titles not available in ipage Curated Lists, for titles that might be difficult to search in page.
Generally, these custom lists reflect specific topics, such as large Urban Fiction projects, African Diaspora Biographies, Parenting Collections, Job Searching & Interviewing, Immigration Assistance, etc. and involve a known budget amount that will be purchased through Ingram.
To begin complimentary project, libraries can contact their sales representative, who will provide the appropriate form that includes subject(s), budget, the date the library needs the lists, preferred publication date range, binding preference, and other pertinent information.
Ingram’s Collection Development librarians have extensive experience creating lists of all kinds, like lists of religious titles for the Qatar National Library, to a large librarian professional development collection for a public library in Florida, to lists of tiles for marijuana collection in a public library in Colorado. With Ingram, it’s easy.
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iCurate Custom: Ongoing Custom Lists
Ingram’s Collection Development librarians create ongoing monthly custom lists for several libraries, including Free Library of Philadelphia, Chicago Public Library, and more. These lists are delivered in ipage and are built solely for each library based on customer specifications.
Often, we can save libraries money by pointing out existing lists or programs that will meet their needs. For libraries with truly custom needs, we will create a proposal, often with a few options and price levels, and we will work with you to make the best decision for your library.
Pricing: Based on requirements and estimate of time spent; Ingram will develop an agreement with the specs and pricing detailed and partner with the customer to find the best solution.
InDemand Alternative Lease Plan
Though Ingram Library Services believes book ownership to be a more cost-efficient collection development strategy in the long term for libraries, we understand the convenience of book lease programs. Librarians are busy people, after all. And regular, attentive weeding is a timeconsuming responsibility.
Enter InDemand, Ingram Library Services’ lease alternative plan.
What makes InDemand unique is that it allows libraries to own every copy of each title they purchase, AND it provides an easy, reliable way for libraries to sunset extra copies when they no longer need them.
By partnering with Thriftbooks and BetterWorldBooks, Ingram can offer the same benefits of books lease programs, like getting hot new titles in quantities libraries need -- on time and into the hands of patrons -- when demand is highest.
All books purchased will receive Mylar and/or laminate covers, barcodes, and spine labels. We’ll also apply an attractive InDemand sticker to help staff and patrons easily identify these newest titles.
What’s more, no retired books end up in landfills. Because Thriftbooks and BetterWorldBooks are certified “green” companies.
A pilot program for InDemand will commence in the summer of 2023, with a full launch planned for late fall, 2023. Stay tuned for more information!
Reviews in ipage ipage currently includes review citations and full text reviews from the following journals:
• Booklist
• The Bulletin of the Center for Children's Books
• Foreword Magazine
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• Hornbook Guide
• Hornbook Magazine
• Library Journal
• Kirkus
• School Library Journal
• Publishers Weekly
• Shelf Awareness
• BookPage
• BlueInk Review
*Please note the above list of journal titles is subject to change at any time.
Catalogs
Ingram's comprehensive family of trade catalogs showcases forthcoming and recently published titles in an attractive and easy-to-follow layout. Our catalogs also feature relevant and timely editorial content including author interviews, merchandising tips, and product news to help librarians stay abreast of trends in the book world.
For those who like to shop from their computer, online access to catalog content is available to all ipage® subscribers. E-Catalogs transform existing print publications into enhanced web versions with multiple browsing options and interactive features, including keyword search, zoom and magnifier functions, sticky notes, e-mail options, and easy ordering. Simply click any of the E- Catalog links on ipage® to start browsing.
Catal ogs cu rrentl y avai l ab l e in pr i nt an d/or el ectron i c versi on s i n clu d e :
Advance (print and digital)
https:/ /ww w.flips nac k.co m/ingramcontent /adv an ce - nov ember- 2023 /f ull -v iew. ht ml
Biography/History (print and digital)
http s:// www.flip sn ack.co m/ in gramcontent/ b iograp hy-h istor y- su pp lem ent-20 23/ fu ll -view.ht ml Black Culture
https://discover.ingramcontent.com/catalog /black-culture -january-2023
Business, Computer, and PTR Books
https://discover.ingramcontent.com/catalog /business -bks-ptr-computer-s-s-2023
Cath ol ic Reflecti on s
http s:// d iscover.in gramcontent .com /catalo g /catholic - refle ction s - su mme r-2023
Children’s Advance (print and digital)
https://www.flipsnack.co m/ingramcontent/children -s-advance-december-2023/full -view.html 252
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GN, Comics & Manga (print and digital; quarterly)
https://www.flipsnack.co m/ingramcontent/graphic -n ovels-comics-man ga-fall-2023/full view.html
Giftbook: In Spring, we have Spring Gift Books Supplement and Spring Bio/History catalog. In the fall, we have Holiday Giftbook Supplement; Children’s Holiday Giftbooks; Christian Holiday; Holiday Cookbooks Supplement; Fall Gift & Game; Fall Bio/History. http s:// www.flip sn ack.co m/ in gramcontent /sp rin g - gift b ooks - 20 22/f u ll -view.ht ml
IndieWire
https://marketing.ingramcontent.com/mrkng /IndieWire/0923/indie -wire.html
K12 Resource (digital; spring, fall, winter)
https://www.flipsnack.co m/ingramcontent/k-12-resource-winter-2022-23-hpf v8lspma/full view.html
My Spanish Bookshelf (digital)
http s:// www.flip sn ack.co m/ in gramcontent/ my- spa n ish -b oo ksh elf-fall- 2022/ fu ll -view.ht ml
Mystery, Suspense, True Crime
http s:// d iscover.in gramcontent .com /catalo g / myster y- su spen se- t ru e - crime
Regional Focus (digital; quarterly, with titles divided into four regions https://discover.ingramcontent.com/catalog /region al -focus-spring-2023
Vendor must be able to create monthly reports on cancelled and back-orderd items and offer onsite auditing of materials in storage if requested by MPL. company can offer to ensure progress of the project.
We are happy to assist Murrieta Public Library with its workflows and information/report needs regarding audits when we are fully knowledgeable of the Library’s requirements.
Order Status Reports
We provide status reports, including our Packing Slip.
The packing slip supplies you with the status of any book shipped, backordered, or out-of-print. The packing slip lists titles alphabetically by title. Titles not included in the initial shipment show a “B” in the “BO” column if they have been backordered. An “S/W” identifies those titles that we will ship from your secondary distribution center.
4. REPORTS AND AUDITS
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Customers receive the Title Status Report monthly. It provides current backorder status information and indicates titles unavailable within your normal backorder period. The reverse side of the Title Status Report lists the most common status codes:
Order Status Information on ipage®
Order Status information is available on ipage®. Under the Order drop down menu, simply click Order Status for a list of Order Easy Clicks:
• All Open Items - This report shows line items currently backordered or being processed and not yet been invoiced.
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• Open Purchase Order Summary - This report shows a summary by PO Number that includes the date ordered, total units open, units in process, and units backordered. The PO Number can be clicked on to receive title-specific information. • Backordered Items - This report includes titles currently on backorder with the date ordered, the backorder cancel date, EAN, title, format, publication date, PO number, quantity, and the distribution center. You can also cancel a backordered item. • Recently Shipped Orders - This report shows orders shipped within the last 14 days, with the option to view the last 90 days, including the date shipped, order entry number, and shipping tracking number. You can view order details by clicking the order entry number.
You can view delivery status by clicking the shipping tracking number. • Recently Shipped by PO - like the Recently Shipped Orders, this report shows orders shipped within the last 14 or 90 days. It sorts items by PO Number and includes the date shipped, order entry number, and shipping tracking number. You can view order details by clicking the order entry number. You can view delivery status by clicking the shipping tracking number.
• Unacceptable Returns - This report shows items returned that are outside of Ingram’s return policies.
• ipage® Order History - This feature shows the order date and time, PO number, and the name of the person whose account login placed the order. It also provides a link to an Order Confirmation which gives a detailed summary of the order, including title, author, ISBN, whether the item is shipped or backordered, and retail price. • Hard-To-Find Books Order Status - This report shows the status of any books ordered through the optional Hard-To-Find Books function on ipage®.
Note: The Shipped/Invoiced Items under Order Status Search appears in ipage® for 90 days, UNLESS the Purchase Order is still open, e.g., there are titles still on backorder or in processing.
Then you may be able to search for older invoiced items.
Online Account Management ipage® has many accounts management tools. Through ipage®, you can:
• Review your current account information, such as standard backorder settings, primary distribution center, and more.
• Keep your contacts up to date with Ingram and make sure the right people receive the information they need to help you manage your account.
• Cancel backorders or change a backorder cancellation date. • View cancellations.
• Print invoices and credit memos.
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• Enable user to look up ISBNs in your library’s OPAC while using ipage. • Set up iMatch to match your collection against titles placed in a selection list on ipage via Z39.50.
• Enable One-Click ordering (Millennium (III Enhance or INNOPAC) only). • Manage FTP download delivery
ipage® Order History posts for 6 months, and can be sorted by order date, PO number, or “placed by.”
Financial Information available on ipage® includes open and closed invoices and credit memos.
Accounting items are posted for 90 days.
Reports are also available for printing by clicking on the “print version” button.
Returns Reporting ipage® features the following returns reporting options. You can:
• Report shortages.
• Determine the date Ingram received your return items. • Determine the status of a return.
• View credit memo information.
Customized Reporting Options
If standard reporting options do not meet the Library’s needs, Ingram can provide customized reporting based on open and closed order data to keep your project on track. These reports will be in Excel format, which can then be filtered and sorted per the Library’s preference.
Excel Reports in ipage ipage offers three headquarters-level reports, downloadable in Excel format for easy searching and sorting:
• Cancelled Items (items cancelled during the previous month) • Invoiced Items (items invoiced during the previous month) • Open Items (all items, refreshed nightly)
Self-Help Tools ipage includes easy-to-use, self-help tools, such as “Find My Order” and Help>Report Discrepancies,” both of which are easy to find and use. 257
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For more information about our “Report Discrepancy” feature, please see our information on Returns.
Vendor must be able to meet a 90% fill rate within 90 days of ordering un-catalogued titles.
5. FILL RATES
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Ingram’s senior and executive leadership continually monitors fill rate reports across all market segments. Ingram Library Services is proud that our initial fill rates are typically 85-90%, with a fill rate of 95 to 100% shipped or reported within 90 days, on items listed in Ingram’s database. Note that our fill rate includes over 19,000,000 available titles.
Print
91 .78 % shipped at time of initial order
98 .92 % shipped in 60 days
99 .02 % shipped in 90 days
Spoken Word
92 .53 % shipped at time of initial order
99 .30 % shipped in 60 days
99 .44 % shipped in 90 days
DVD/Blu-ray
77 .85 % shipped at time of initial order*
97 .25 % shipped in 60 days
97 .60 % shipped in 90 days
Ingram’s average fulfillment rates listed above are for in-print library material. We calculate fill rates for Ingram public library customers and for items available through Ingram at the time of order, excluding items unavailable from the publisher at the time of order.
*Note that “On Order” stock for DVD titles shown on ipage® reflects the inventory level in the Ingram Entertainment distribution center. Upon order, we receive them in our distribution center within 24 hours.
Vendor must accept any publisher defective materials back up to one year and issue full credit with no restocking fee.
Ingram’s Returns Policies provide prompt and efficient resolution for reporting and returning materials. A return authorization number is not required, though, in some cases as indicated below, we ask the customer to report returns to Customer Care. Ingram cannot accept return of any product we do not stock or did not provide.
Proc essed Mater i al s
Items with cataloging or processing per Library’s specifications are no longer in resalable condition and, therefore, are non-returnable, except due to Ingram error.
6. RETURN AND CREDIT POLICY
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No n - Retur n ab l e Materi al s
Each publisher decides whether their product is non-returnable. Publishers determine this on a product-by-product or binding-by-binding basis, or as items go out of print, and non-returnable items are indicated on ipage.
Hassl e Free Retu rn s
Libraries can return any unprocessed materials, as a “Hassle-Free” returns, for up to 60 days after the invoice date.
• The library should include a copy of the Hassle-Free Returns form (found on the back of packing slip or printed from ipage) in each carton shipped to Ingram. • Ingram will not charge a restocking fee for items returned in accordance with our Hassle- Free Returns Policy. Beyond the 60-day window, we may charge a restocking fee.
O verstoc k Retu rn s
Overstock returns are unprocessed materials returned after the 60-day window.
We credit Overstock Returns at 50% off the list price, for standard discount books. Short-discount books receive credit at 10% less than original invoice price:
• Overstock returns are subject to a 10% restocking fee. • Overstock returns for libraries may not exceed 10% of purchases made during the preceding 12 months.
• All product returned to Ingram must be in a marketable condition. • Ingram reserves the right to send back, at the Library’s expense, all products returned to Ingram in a condition in which they cannot be resold.
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• To initiate an overstock return, customers can send the material(s) with the packing slip to the Ingram Return Center. Customers pay return freight for overstock items.
Hard to Fin d Boo ks A l ib ri s Retur n s Poli cy
If dissatisfied for any reason with a book purchased through our Hard-to-Find Book program, you may return your purchase to the Alibris distribution center within 30 days for a full refund of purchase. Ingram reimburses shipping costs for returns when the book’s condition is not as described on ipage.
Please email Ingram Customer Care at ilscu stom erser vice@in gramcontent .com to report a return.
If the return is due to non-Ingram error, send the material to the Alibris Distribution Center.
I tems Damaged i n Tran sit or Ship p ed d u e to In gram Er ro r We ask the Library to accept delivery of materials damaged in transit.
Library staff should note product impairment on the carrier delivery receipt and then email our Customer Care Department at ilscu sto merser vice@in gramcontent .com for return instructions. If possible, please take pictures of items received damaged.
We cannot reimburse for claims made after 60 days from invoice date.
Defect s - Boo ks
Ingram understands that defects inside a book may not be detected until after circulation, so t h ere is n o timef rame for ret urn in g p roduct received wit h p ub lish er d efect s . Eligible defects include the following:
• Missing pages
• Contents out of sequence
• Books bound upside down
• Contents different from that indicated on the cover/title • Ink or printing issues
• Crooked pages
• Blank pages
• Malfunctioning disc
• Item received with missing or incorrect disc(s)
• Please note, however, that due to wear and tear circulation can cause, we accept books with broken bindings for up to 60 days after invoice date. 261
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Defect s - AV Mater i al s
• Eligible defects can include damage or defects to individual discs in a multi-disc set. If the title is currently in stock, we offer the option to replace the entire product, rather than only the damaged discs, as Ingram does not stock individual replacement discs in our inventory.
• Ingram recognizes that individual discs in a multi-disc title may be lost or damaged after the title is in circulation. Replacements for discs lost or damaged after receipt from Ingram may be available directly from the title’s publisher. For example, Brilliance Audio Library Edition audiobooks offers a guarantee of free disc and vinyl case replacements.
You can obtain publisher contact information for every title in ipage at your convenience, 24 hours a day, 7 days a week.
Please complete and submit a discrepancy form via ipage. You can find the form under the “Help” tab.
Once you have submitted the Discrepancy form, we will send a return label, if applicable, to your provided email, and issue a credit memo. You can then submit your replacement order of the item(s) as part of your next regular order.
Credit Memo
Upon proper notification and receipt of returned titles in our distribution center (if required by Ingram), we credit the customer for the full invoiced amount of the item(s). Credits appear on monthly statements, with reference to the purchase order number, and credit memos are visible on ipage.
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EXHIBIT “B”
SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the Commodities purchased via Purchase Order and submission of a valid invoice.
PURCHASE ORDER GENERAL CONDITIONS
1. In accepting the award of a Purchase Order from the City of Murrieta, the Supplier agrees to having read and acknowledged these General Conditions.
2. This purchase order shall be governed by the laws of the State of Tennessee.
3. All sales, use, excise or similar taxes to be paid by City must be itemized separately hereon and on invoices. City is exempt from payment of Federal Excise Tax and supplier shall not charge this tax to City. Charges for Shipping and Handling should be separated and reflected on the invoice.
4. City's obligation to pay the sum herein stated for any one fiscal year shall be contingent upon the City Council appropriating the necessary funds. A fiscal year commences on July 1 and ends on June 30 of the following year. If the City Council fails to appropriate the necessary funds for any fiscal year, then the Purchase Order shall terminate at no additional cost or obligation to City.
5. Supplier shall use commercially reasonable efforts to provide product and/or services within the time specified by City . If at any time Supplier believes that goods, materials, equipment, supplies ("item"), labor or services will not be made as scheduled, supplier shall promptly give notice stating the cause of the delay to City.
6. Supplier warrants that the items delivered and the work or services performed shall conform to the specifications, drawings, samples or other description specified by City and shall be fit and sufficient for the purpose intended, merchantable, of good materials and workmanship, in good working order and free from defect or faulty workmanship for a period of at least ninety (90) days, after delivery. When defective items or faulty workmanship is discovered, Supplier shall provide all labor, materials, parts and equipment to correct such defect or make such replacement at no expense to the City. Defective items not meeting City's specifications shall be held for Supplier's instructions at Supplier's risk and, if Supplier so directs, will be returned at Supplier's expense.
7. City shall not be liable for, and Supplier shall defend (with attorneys approved by City), indemnify, and hold harmless City and its officers, agents, employees and volunteers (collectively "City Parties"), against any and all claims, deductibles, self insured retentions, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys' fees and court costs (“Claims"), which arise out of or are in any way connected to the work performed by Supplier by this Agreement arising either directly or indirectly from any act, 263
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error, omission or negligence of Supplier or its officers, employees, agents, contractors, licensees or servants. Supplier shall have no obligation, however, to defend or indemnify City Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the negligence or willful misconduct of City Parties.
8. City reserves the right to terminate this Purchase Order, or any part of it, at any time even though Supplier is not in default. In the event of default, Supplier shall have a reasonable opportunity to cure no less than thirty (30) days. On receipt of notice of termination, Supplier shall, unless such notice otherwise directs, immediately discontinue all work on the Purchase Order and deliver, if and as directed, to City all completed and partially completed items and work in process. This section shall not limit or affect the right of City to terminate this Purchase Order immediately upon Supplier's breach.
9. City reserves the right to terminate this Purchase Order or any part of it and reject delivery of items if delivery is not made when and as specified. Supplier shall be charged for any losses sustained by City by reason of such delay or failure, except losses caused by a delay for reasons beyond Supplier's reasonable control. Direct losses shall include any costs to City in excess of the Purchase Order price of obtaining items or services from other sources similar to those terminated or rejected.
10. Supplier shall not substitute items without approval of the City Purchasing Agent or designee.
11. Supplier shall keep confidential and not disclose or use in any way confidential business or technical information that the City may disclose in conjunction with this Purchase Order that Supplier may learn as a result of entering City property to deliver items or services or to perform work hereunder.
12. Supplier shall not assign this Purchase Order or any part hereof or any payments due hereunder or delegate any duties without City's prior written approval.
13. This Purchase Order shall not be amended, modified or rescinded, except by written agreement signed by the parties and expressly referring to this Purchase Order.
14. Supplier shall comply with all applicable federal, state and local laws, rules, regulations and ordinances pertaining to the subject matter hereof, and shall obtain all necessary licenses and permits related to the items, work or services.
15. Supplier, its employees, and agents shall be considered independent contractors and not employees or agents of City.
16. City’s purchases are based on its actual needs and requirements. City is obligated only to purchase those items and those quantities that City needs and requires, regardless of any estimated quantities provided to the Supplier.
17. Shipping – Deliveries must be prepaid (FFE) freight. City will not accept COD shipments. Packing lists must accompany each shipment, showing purchase order number, 264
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description and part number for each item. Shipments must be identified as “PARTIAL” or “COMPLETE”. Over shipments, unless specifically authorized, will not be accepted.
18. Material is subject to Purchasing Agent’s inspection and approval within a reasonable time after delivery; if specifications are not met, material may be returned at Supplier’s expense.
19. Invoicing – Send invoice promptly upon shipment, showing purchase order number. Invoice each Purchase Order separately, in duplicate.
20. Payment - Supplier shall submit invoices to the City for payment of goods and services rendered. Unless otherwise specified, the City shall pay properly submitted invoices not more than 30 days after (i) the acceptance of goods or services by the City; and (ii) receipt of an undisputed invoice. Late payment penalties shall not apply to this order.
II. The total compensation for all Services shall not exceed the Contract Sum as provided in the Cover Page of this Agreement.
III. Consultant’s billing rates for Commodities are attached as Exhibit C-1. 265
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EXHIBIT “B-1”
SCHEDULE OF COMPENSATION
Titles ordered under our optional Hard-to-Find Books Service ship from Alibris's distribution facility, not an Ingram warehouse. They will not combine with your Ingram orders for shipping and may have different turnaround times and shipping methods. These titles are sold at the net price shown, plus a $3.95 per book shipping and handling fee if shipped within the United States.
Special Terms for Hard-to-Find Books Service
Not covered under Ingram contract terms and discounts. Do not receive cataloging or processing services.
Receive net pricing.
No minimum order required.
Ingram invoices customers for Alibris orders, and these invoices also appear on the monthly Ingram statement.
Titles ship from Alibris's distribution facility, not an Ingram warehouse. Therefore, they ship separately from your Ingram orders, perhaps with a different carrier and may have different turnaround times and shipping methods.
Delivery charges and freight charges vary from your standard Ingram orders, and we apply a $3.95 per book shipping and handling fee if shipped within the United States.
Paperback pre-binding services are offered through Ingram's partnership with The HF Group (formerly Heckman Bindery). The cost of this service is $7.00 per book ($14.65 for set binding for custom book box set). Since this is a pass-through charge, any price increases will be passed along to the Library.
The resulting product provides:
Strong, double-fan adhesive binding
Archival quality endpapers and adhesives
Flex-board reinforced spine
Flannel-cloth binding reinforcement
Digitally reproduced graphics Nylon lamination film Durable binder's board cover
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Discounts
Format Discount
Hardcover 45.0%
Trade Quality Paper 40.0%
Mass Market Paper 40.0%
Publisher's Library
Binding
15.0%
Prebind 10.0%
University Press 10.0%
Shorts 10.0%
Graphic Novels 40.0%
Nets 0.0%
Spoken Word 45.0%
DVD < $14.99: 35.0%
$15.00-$19.99:
30.0%
Music 5.0%
*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 Ingram 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 Ingram's purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
** Ninety to ninety-five percent of all Spoken Word Audio CD is at the 45% discount; however, some Spoken Word Audio is short discounted by the publisher. *** Although the majority of Ingram's DVD inventory is eligible for the maximum discounts, some titles receive smaller discounts.
Definitions of Binding Types and Presses
Discounts are applied to the publisher's current list price. Prior to placing an order, the Library can determine estimated discounted pricing for an entire list by utilizing the Price this List feature on ipage@
In determining which titles receive less than full trade discounts, Ingram categorizes books for pricing purposes by considering the binding, cost of acquisition, general marketing categories,
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publisher's discount, and other factors as defined by the Definitions of Binding Types and Presses provided. Ingram reserves the right to be the sole and final determinant of the pricing category.
Trade Hardcover: High demand fiction and nonfiction books published with a glued binding and a hardcover. These titles are typically for the general consumer and produced by widely distributed publishers. Trade bindings may also be referred to as retail trade editions, trade books, hardbound books, hardback books, cloth bound books or cloth cover books. Publishers normally produce these titles in larger print runs.
Quality Paperback: High demand fiction and nonfiction books with paper covers and generally no size restriction. Any illustrations or graphics may be placed throughout the book; both paper and printing are high quality. These titles are typically for the general consumer and produced by widely distributed publishers. This binding may also be referred to as trade paper or trade paperback. *
Mass Market Paperback: High demand books with paper covers that are produced in a size to fit a standard retail store display and generally deal with subjects of mass appeal. Any illustrations are grouped together in one section of the book. *
Library Bindings: Books of higher quality publisher bindings, usually fanned and glued, and may also be sewn. Books may be identified as Library Bindings on ipage@
Universitv Press: The binding types may vary for these titles (i.e., Hardcover and/or Paperback), but all are published by a University Press.
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 Ingram 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 Ingram's purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
Large Print: Ingram does not recognize large print as separate binding type for discount purposes.
Large print titles receive discounts according to binding/press assigned to the ISBN ordered as outlined above.
Graphic Novels: A narrative work in which the story is conveyed to the reader using comic form.
The term is employed in a broad manner, encompassing nonfiction works and thematically linked short stories as well as fictional stories across several genres.
Picture Bookse Board Bookst Easy Readers, and Big Books: These juvenile genre categories are not discounting categories used by Ingram. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. We estimate that at least 80% would receive the full trade discount.
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Prebound Books: Paperback books bound into a hardback edition. Our inventory also includes over 17,500 prebound titles from Perfection Learning and San Val (Turtleback Books), and are identified on ipage@ as Prebound-Sewn or Prebound-Glued
World Language Materials: Ingram does not recognize Spanish language (or any world languages) as a discounting category. These books will receive the discount appropriate to the specific binding/press ordered as outlined above.
Spoken Word Audio: Audiobooks produced for the general consumer and dealing with subjects of mass appeal. Spoken Word audio may be abridged or unabridged and are generally sold by publishers at full trade discounts, however some titles may be short discounted by the publisher.
Ingram does not differentiate between MP3 CD and Audio CD formats for discounting purposes.
Book and spoken word audio kits will receive discounts based upon classification of the title, typically by the publisher, as a book or as a spoken word audio. If classified as a book, it will receive the discount appropriate to the specific binding/press assigned to the ISBN ordered.
DVD and Blu-ray: Currently, Ingram provides pre-recorded titles in these categories under a single discount. However, should a new format of DVD emerge in the industry for which studios apply different purchasing terms, Ingram will notify the Library of the discount applicable to that new format.
Net: Low demand, small print run books in various binds and categories upon which Ingram receives minimal or no purchase discount. This category of book will receive a 0% discount.
Ingram is pleased to make this broad base of titles available to our customers with no service charges.
*See Short Discount for explanation on titles that may fall outside of this discount category.
Freight Terms
We are pleased to offer Ingram-paid freight from your designated primary and secondary distribution centers. We hold orders until a minimum quantity of 15 units is met. The qualifying unit quantity is subject to change with notice. Items picked, packed, and shipped together count as an individual shipment.
Ingram chooses the most cost-effective shipping method but uses UPS ground service to transport most of Ingram's goods. Ingram reserves the right to adjust distribution center designations to provide the most favorable service to your Library. We ship FOB Destination.
With FOB Destination, Ingram is responsible for product until delivered to its destination; liability lies with the receiving agency thereafter.
When freight charges on an individual account surpass 3.0% of the account's expenditures, Ingram reserves the right to add fuel surcharge, with notice. These charges appear as Shipping and Handling charges on your invoice and are subject to change with notice.
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Payment Terms
Payment terms under this contract shall be NET 30 EOM. We require payment for invoices within these terms for purchase orders completed or not completed.
While other vendors demand payment from invoice date, we calculate our terms on statement date at the end of each month. With payment due 30 days from statement date, your payment is due an average of 45 days from invoice (30-59 days).
You must report invoice discrepancies to Ingram within 30 days of the invoice date. All discrepancy reports must include an invoice number and date of invoice. Discrepancies reported after 30 days from invoice date do not receive adjustment.
For opening day collections, Ingram can store product and ship to you at an agreed upon date under the following terms: We invoice items when we store them in an Ingram facility after receiving processing and cataloging services. Stored items are payable within 30 days EOM.
Ownership and title of product passes to the Library upon invoice. ipage@ ipage is Ingram's online collection development and ordering tool for librarians, combining the industry's largest inventory with complete title information, including pre-pub metadata, collection development resources, reviews, and real-time stock check. Customers with a current, active Ingram account are eligible for a free subscription to ipage, which offers libraries easy-touse ordering capabilities and other features at no cost for unlimited concurrent users.
You can access ipage at https://ipage.ingramcontent.com. Via ipage, you can access and manage your library's account (s) specific information, at your convenience, 24 hours a day, 7 days a week.
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EXHIBIT C
SCHEDULE OF PERFORMANCE
N/A
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EXHIBIT D
INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 (or its equivalent) covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)
3. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
4. Cyber: Vendor/Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
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If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Umbrella or Excess Policy
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
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subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall not limit who the self-insured retention may be satisfied by. The CGL and Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 [fill in the amount for your comfort level for the specific Consultant and job – it could be much higher, or in the case of a very small Consultant, you might want it lower] unless approved in writing by City. The Professional Liability and Cyber Liability policies may not be subject to a SIR or deductible that exceeds $1,000,000 unless approved in writing by City. Any and all deductibles and SIRs shall be the sole responsibility of Consultant or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.
Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City reserves the right to obtain a copy of endorsements for verification.
Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s r ating o f no less than A:V II, unless ot herwise acc eptable to the City.
Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:
1.The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
2.Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3.If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “ ex tended reportin g” cov erage for a minimum of five (5) years after completion of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to reasonably require complete, certified copies of all required insurance policies, including endorsements required by these
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specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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AGREEMENT FOR PROFESSIONAL SERVICES
WITH THE CITY OF MURRIETA (“CITY”)
Project Name/Description (“Project”): Collection Development Services Contract Number:
Consultant Name (“Consultant”): Ingram Library Services, LLC Consultant Address: One Ingram Blvd., LaVergne, TN 37086 Consultant Representative Name and Title (“Consultant Representative”): Kathryn Shaw, Senior Contract Management Specialist
Consultant Representative Work Phone and Email: Phone: 615.213.5546 [email protected]
Effective Date: December 6, 2023
Termination Date: June 30, 2025
Total Not-To-Exceed Contract Amount (“Contract Sum”): Forty Thousand Dollars ($40,000.00) per year, not to exceed One Hundred and Sixty Thousand Dollars ($160,000) cumulatively.
City Department Contact (“Department Contact”): Gretchen Sedlacek
Department Contact Work Phone and Email: 951.461.6147 gsedlac [email protected] Is Federal Funding Being Used to Fund Any Part of The Project (Yes/No): No
RECITALS
A. The City desires to contract with a Consultant to provide profe ssional services as more further set forth herein.
B. The City circulated a Request for Proposals for the above-descr ibed professional services.
C. Consultant submitted a proposal to City to provide the above-de scribed professional services.
D. City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the pr ofessional qualifications of Co nsultant, and the fairness and reasonableness of Consultant’s proposed cost, staff has determined that an agreement to provide the required services should be awarded to Consultant. 277
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THIS AGREEMENT FOR SERVICES (“Agreement”) is made and entered into as of the Effective Date set forth above by and between CITY OF MURRIETA, a California municipal corporation (“City”) and (“Consultant”). City and Consultant may be referred to individually as “Party” or collectively as “Parties.” In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, th e value and adequacy of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “ Scope of Services ” attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the “ services” or “ work” hereunder. As a material inducement to City entering into this Agreement, Consultant rep resents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement b) all servi ces set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest professio nal standards and practices in performing the services required hereunder.
1.2 Consultant’s Proposal. The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid, which shall b e incorporated herein by this reference as though fully set forth herein. In t he event of any inconsistency between the terms of such proposal or bid, and th is Agreement, the terms of this Agreement shall govern. No other terms and condit ions from Consultant’s proposal or bid, other than description of scope o f services or work, shall apply to this Agreement, unless specifically agreed to by City in writing.
1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all applicable ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its officers, employees and agents, shall not be liable at law or in equity for failure of Consultant to comply with this Section.
1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the services required by this Agree ment, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thor oughly investigated and considered services to be performed, b) has carefully cons idered how services should be p erformed, and c) 278
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fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.
1.6 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is famil iar with and/or has inspected City’s current infrastructure, equipment, computer sy stem and software a n d t h a t t h e s o f t w a r e , c o m p u t e r s y s t e m , o r o t h e r c o m p u t e r t e c h nology provided and/or installed by Consultant under this Agreement is compatib le, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in ent ering into this Agreement.
1.7 Prevailing Wages. If services include any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 172 0 et seq. and California Code of Regulations, Title 8, section 16000 et seq. , and if the total compensation is $1,000 or more, Cons ultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.
1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requ irements” attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions o f Exhibit B and any other prov isions of this Agreement, the provisions of Exhibit B shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City ag rees to pay Consultant the rates speci fied in the “Schedule of Compe nsation” attached hereto as Exhibit C and incorporated herein by this reference. The total compensation for all work, including reimbursement for actual expenses, shall not exceed the Contract Sum set forth above. Compensation may inclu de reimbursement, for actual and necessary expenditures, if both a re specified in the Schedule of Compensation, as well as approved by City in advance.
2.2 Invoices. Unless some other method of payment is specified in Exhibit C, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business da y of such month, Consultant sha ll submit to City, in a form approved by City’s Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for paymen t under this Agreement, Consultant is certifying compliance with all provisi ons of this Agreement. Except as provided in Sections 7.3, 7.4 and 7.5, Cit y shall pay Consultant for all expenses stated thereon which are approved b y City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the su bmission of an invoice in an approved form. In the event any charges or expenses are disputed by 279
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City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provide d herein or any applicable law. Each invoice is to include (unless otherwise sp ecified by City): 1) line items for all personnel desc ribing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documenta tion; and 4) line items for a ll approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Contractor shall us commercially reasonable efforts to provide services within the time specified by City.Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Term. The Agreement shall commence upon the Effective Date set forth above and will continue until the Termination Date. This Agreement may be extended for up to one, additional two-year per iod upon the mutual agreement in writing of both parties.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until complet ion of any ongoing services, which shall be no late r than the Termination Date set forth above.
Notwithstanding the foregoing, the Indemnification and Insuranc e provisions set forth in Article 5 shall survive the termination of this Agreement.
3.3 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed from City and shall perform all services within the time period(s) established in t he “Schedule of Performance” attached hereto as Exhibit D and incorporated herein by this reference.
3.4 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restr icted to, acts of God or of the public enemy, unusually severe weather, fires, earthq uakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten thirty (310) days of the commencement of such delay notify City in writin g of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of t he enforced delay when and if in the judgment of City such delay is justified. Ci ty’s determination shall be final and conclusive upon the Parties to this Agreemen t. In no event shall Consultant be entitled to recove r damages against City for any delay in the performance of this
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Agreement, however caused, Consu ltant’s sole remedy being exten sion of this Agreement pursuant to this Section.
ARTICLE 4. COORDINATION OF WORK
4.1 Representative of Consultant. The Consultant Representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly und erstood that the experience, knowledge, capability and reputation of the represe ntative was a substantial inducement for City t o enter into this Agreement. T herefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduce d by Consultant without the express written approval ofconsent from the City.
4.2 Department Contact for City. The Department Contact (or other person designated by the City Manager) shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall b e Consultant’s responsibility to assure that th e Department Contact is kept in formed of both the progress of the performance of the services as well as any decisions which must be made by City.
4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, are to be made (unless otherwise specified) either b y the Contract Manager, City Manager or by their delegate as provided for in writing.
4.4 Independent Contractor. N e i t h e r C i t y , n o r a n y o f i t s o f f i c e r s , e m p l o y e e s o r agents, shall have any control over the manner or means by whic h Consultant, or its officers, employees, agents o r subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employ ees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant r epresents and warrants that the personnel used to provide services to City pu rsuant to this Agreement shall at all times be under Consultant’s exclusive control and direction.
No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement.
City shall not be liable for co mpensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or si ckness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing servi ces under this Agreement claims or is determined by a federal or state agency, a court of 281
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competent jurisdiction, or the California Public Employees’ Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant , or any officer, employee, ag ent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.
4.4 4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a s ubstantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with an y other City to perform in whole or in part services required hereunder without express written approval of City, and neither Tt his Agreement nor any interest herein may be transferred or assigned by the Parties without prior written consent of the affected Party. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant’s indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and exp ense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance R equirements” attached hereto as Exhibit E and incorporated herein by this reference.
5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees and agents (each an “ Indemnitee” and collectively, “ Indemnitees”) against, and will hold and save them and each of them harmless from, whether actual or threaten ed, any and all actions, either judicial, administrative, arbitration or regulatory claims, dam ages to persons or property, losses, costs, penalties, obligations, e rrors, omissions or liabilities (herein “Claims or Liabilities”) that may be asserted or claimed by any person, firm or City arising out of or in connection with the negligent performance of the wor k, operations or activities pro vided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or an y individual or City for which Consultant is legally liable (each an “ Indemnitor” and collectively, “ Indemnitors”), or arising from Indemnitors’ reckless or willful misconduct, or arising fr om Indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and reasonable attorneys’ fees, incurred by Indemnitee(s) in connection ther ewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabiliti es, and will save and hold Indemnitee(s) harmless therefrom.
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(b) Further Provisions. The indemnity obligation herein shall be bi nding on successors, assigns and heirs of Consultant and shall survive t ermination of this Agreement.
Consultant shall incorporate simi lar indemnity agreements as pr ovided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively “City” for so lely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do no t apply to claims or liabilities occurring as a result of City’s sole negligence or willful misc onduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulti ng in part from City’s negligence, except that design professionals ’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful miscondu ct of the design professional . The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful miscond uct of Indemnitors in the performance of professional serv ices hereunder. Payment of invo ices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the so le negligence or willful misconduct of City, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating C ity as solely negligent or respo nsible for willful misconduct.
Consultant will not be entitled in the absence of such a determ ination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. (b)
(c) Pursuant to the full language of California Civil Code §2782, D esign Professionals agrees to indemnify, including the cost to defend , City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City; and does not apply to any passive negligence of the City unless caused at least in part by the Design Professional. The City agrees that in no event shall the cost to defend charged to the Design Professional exceed that p rofessional’s proportionate percentage of fault. This duty t o indemnify shall not be waived or modified by contractual agreement or acts of the parties.
5.3 Professional Liability. When the law establishes a professional standard of care for Consultant’s services, to the fullest extent permitted by l aw, Consultant shall indemnify, defend and hold harmless Indemnitees against, and wi ll hold and save them and each of them harmless from, whether actual or threaten ed, any and all Claims and Liabilities, consistent with all obligations provide d for in this Section
5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckle ss or willful misconduct of In demnitors in the performance of professional services under this Agreement.
ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION
6.1 Records. Consultant shall maintain, during the term of this Agreement and for at least two (2) years thereafter, records sufficient to demonstrate Contractor’s compliance with its obligations under this Agreement. Upon reas onable advance notice, the City may request, once per calendar year, that Consultant engage Ingram Industries Inc.’s (“Ingram”) Internal Audit department to perform specified procedures as determined by the City. Such procedures will be performed in accordance with attestation standards establish ed by the American Institute of Certified Public Accountants (“Agreed Upon Procedures”) and will be related to Consultant’s compliance with its obligations under this Agreement for the twelve (12) months 283 DocuSign Envelope ID: CDA2D4D7-7356-49BF-B088-9DB84902F6D1
prior to the date of the request and provide a written report t o the City. In the event that the City is not satisfied with such procedures for any reason, the City may, at its election and cost, engage PriceWaterhouseCoopers, LLP, Ingram’s current independent public accounting firm, (or if such firm is no longer av ailable, an independent public accounting firm reasonably acceptable to both parties) to conduct Agreed Upon Procedures r elated to Consultant’s obligations under this Agreement in connection with such inspection. If in the written opinion of such auditors there has been an underpayment by Consultant or an overpayment by the City of more than five percent (5%) of the total amounts due during the previous twelve month period, Consultant shall pay the reasonable costs of such audit in addition to promptly paying such amounts. (For clarity, any discrepancy between amounts paid to or from either party and amounts shown to be due by such audit shall be promptly payable , whether or not equal to five percent (5%) of total amounts during the previous twelve month period.)
6.1 Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services perf ormed hereunder (“books and records ”) as shall be necessary to perform the services 284
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6.2 6.3
6.4 6.5
6.6 required by this Agreement and enable City to evaluate the perf ormance of such services. Any and all such books and records shall be maintaine d in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible. City shall have full and free acce ss to such books and records at all times during normal business hours of City, incl uding the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained for a period of t hree (3) years following complet ion of the services hereunder. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in prov iding access to any and all Consultant records and documents if a public records re quest is made and disclosure is required by law including but not limited to the California Public Records Act.
6.7 6.86.1 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, rep orts, records, documents and other materials (“ documents and materials ”) prepared by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, o r assignment of the documents and materials hereunder. Consultant may retain copies o f s u c h documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant d ocuments and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for City.
6.96.2 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agree ment shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. Consultant, its officers, employees, a gents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositi ons, response to interrogatori es or other information concerning the work p erformed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” pro vided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, pr ovides any information or work product in violation of this Agreement, the n City shall have the right to reimbursement and indemnity from Consultant for an y damages, costs and fees, including reasonable attorney’s fees, caused by or incurred as a result of Consultant’s conduct. As concerning, regarding or related to, i n any way, this Agreement and the work performed thereunder: a) Consultant shal l immediately promptly notify City should
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Consultant, its officers, employees, agents or subcontractors b e served with any summons, complaint, subpoena, no tice of deposition, request for documents, interrogatories, request for admissions or other discovery requ est, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to reasonably cooperate fully with City and to provide City with the opportunity to review any response to discovery r equests provided by Consultant, however, this ri ght to review any such response does not imply or mean the right by City to contro l, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of CaliforniaTennessee. Legal actions concerning any dispute, claim or matter arising out of or in rela tion to this Agreement shall be instituted in the courts of Superior Court of theDavidson County o f R i v e r s i d e, State of CaliforniaTennessee, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of CaliforniaDavidson County, in the County of Riverside, State of CaliforniaTennessee.
7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section
7.4 for termination for cause. C ity reserves the right to termi nate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten thirty (310) days’ notice to Consultant , except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City . Upon receipt of any notice of termination or suspension, Consu ltant shall immediately cease a ll services hereunder, unless the notice provi des otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services r endered prior to the effective date of the notice of t ermination or suspension and f or any services authorized by City thereafter in accordance with the Schedule o f Compensation, or such as may be approved by City, except as provided in Secti on 7.5. In event of termination, or suspension, w ithout cause pursuant to this S ection, there is no need to provide opportunity to cure pursuant to Section 7.3.
7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement, City shall not ha ve any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may shall give notice to Consultant of the default and the reasons for the default. The no tice shall include the timeframe i n w h i c h Consultant may cure the defau lt. This timeframe is presumptivel y ten thirty (310) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant i s in default, City shall hold all invoices and shall, when the default is cured, p roceed with payment on the invoices, without liability
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for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may i mmediately both terminate this Agreement with notice to Consultant as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which Cit y may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.
7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, Cit y may, after compliance with the provisions o f Section 7.3, take over the wo rk and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost f or completion of the services r equired hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages ), and City may withhold any pa yments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.
7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agree ment) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damag es suffered by City, and (ii) all amounts for which City may be liable to third part ies, by reason of Consultant’s acts or omissions in performing or failing to perf orm Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultan t, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The fail ure of City to exercise such right to deduct or to withhold shall not, however , affect the obligations of Consultant to insure, indemnify, and protect Cit y as elsewhere provided herein.
7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other te rm, condition, or covenant. Waiver by any Party of any breach of the provisions o f this Agreement shall not constitute a waiver of any other provision or a waive r of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right o r remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the s ame or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreemen t imposes no additional obligat ions on City nor does it waive any rights hereunder. Payment to Consultant for work performed 287
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pursuant to this Agreement shall not be deemed to waive any def ects in work performed by Consultant.
7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
7.8 Legal Action. In addition to any other rights or remedies, either Party may t ake legal action, in law or in equity, to cure, correct or remedy a ny default, to recover damages for any default, to comp el specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary pr ovision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.9 Attorneys’ Fees. If either Party to this Agreement is required to initiate or de fend or made a party to any action or proceeding in any way connecte d with this Agreement, the prevailing party in such action or proceeding, i n addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attor neys’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may becom e due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, direc tly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreemen t. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may termi nate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice 288
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describing the conflict. No offi cer or employee of City shall h ave any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which af fects their financial interest or the financial intere st of any corporation, partners hip or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in t he performance of this Agreement. Consultant shall take affirmative action to insure t hat applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
ARTICLE 9. MISCELLA NEOUS PROVISIONS
9.1 Notices. Any notice or other communication either Party desires or is re quired to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to City Clerk at City of Murrieta, 1 Town Square , Murrieta California 92562, and in the case of Consultant, to the person( s) at the address designated on the cover page of this Agreement. Either Party ma y change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in s eventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement, headings u sed, or any other rule of construction which might otherwise apply.
9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreemen ts between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Ag reement, and none 289
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shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City.
9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent j urisdiction, such invalidity or unenforceability shall not affect any of the rema ining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is s o material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or emp loyee of City in connection with the award, terms or implementation of this Agre ement, including any method of coercion, confiden tial financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Cons ultant, or from any officer, e mployee or agent of Consultant, in connection with the award of this Agreement or a ny work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.
9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized an d existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does n ot violate any provision of any other agreemen t to which said Party is bound. This Agreement shall be binding upon the heirs, e xecutors, administrators, successors and assigns of the Parties.
9.8 Federal Funding. If federal funding is being utilized to fund any part of the Project, as indicated on the Cover Page of this Agreement, the terms of Exhibit F are hereby incorporated herein by this reference. If no federal funding is being utilized, Exhibit F may be omitted.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF MURRIETA, a California municipal
corporation
ATTEST:
By:
Kim Summers, City Manager
Cristal McDonald, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Tiffany Israel, City Attorney
CONSULTANT:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board,
President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any
Assistant Treasurer. (Cal. Corp. Code § 313.) Appropriate attestations shall be included as may be required by the bylaws, articles of incorporation or other rules or
regulations applicable to Consultant’s business City.
, a
By:
Name: Kathryn Shaw
Title:
By:
Name:
Title:
01375.0023/944886.1 -13-
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EXHIBIT "A"
SCOPE OF SERVICES
Vendor sha ll identi ty a pr oject ma nager as le ad con tact perso n .
Y o u r S e n i o r S a l e s R e p r e s e n t a t i v e a n d y o u r I n s i d e S a l e s R e p r e se n t a t i v e s e r v e a s y o u r p r i m a r y , d a y ‐ t o ‐ d a y contacts.
You have toll‐free telephone access to Ingram Library Services’ Customer Service at (800) 9378200, then press 2 , o r e m a i l C u s t o m e r S e r v i c e a t t h e e m a i l a d d r e s s l i s ted b el ow.
To reach any Ingram department, call (615) 793‐5000. You will hear options to direct you to the appropriate associate/department. You may also contact your Sales Representative directly at the phone numbers listed below:
Email: ILSCu stomerser vice@in gramcontent .com
To discuss concerns or issues regarding your account
Senior Sales Representative........................................ (724) 953‐9807 Inside Sales Representative........................................ (615) 213‐5786 Account Services Email: req u irement s@in gramcontent .com To Set Up / Update an Account
Credit Department........................................................ (615) 793‐5000, then press 4.
As you may be aware, privacy laws applicable to MPL and to Ingram Library Services LLC significantly restrict the disclosure of personal information.
For any system issues like outages, login problems, Site Help etc. Customer System Technical Support, email us at: ics‐tech su p por t @in gramcontent .com .
Collection Development Customer Service
Although our Programs are organized and automated to allow most libraries to self‐serve, our Administrators help libraries daily with everything from routine enrollment edits or cancelling or changing quantities on backorders to transferring Standing Order Program enrollments from another vendor or answering specific questions about why a title did or did not run on a Program.
f i c t i o n . s t a n d i n g o r d e r s @ i n g r a m c o n t e n t . c o m for fiction, video, and iSelect programs.
1. MANAGEMENT PLAN
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n o n f i c t i o n . s t a n d i n g o r d e r s @ i n g r a m c o n t e n t . c o m for nonfiction and ReviewALERT℠ programs. i c u r a t e @ i n g r a m c o n t e n t . c o m for iCurate Coming Soon and iCurate Core questions. colld evhelp @in gramcontent .com for general Collection Development questions, including ODCs and custom lists.
Provide documentation showing which of these material types the Vendor organization can offer and the discounts offered for each category.
• Trade Hardcover
• Trade Quality Paper
• Mass Market Paper
• Publisher’s Library Bindings
• Prebinds
• University Press
Inventory
Ingram leads the industry in maintaining an on‐hand inventory of over 19,000,000 unique titles, representing more than 30,000+ book publishers and 57,000 imprints. Our unmatched stock of 35,000,000 books+ ensures the fastest and highest fill rates in the industry.
• Ingram’s on‐hand inventory represents the largest range of publishers in the wholesale distribution business today.
• Ingram provides adult, young adult, and juvenile fiction and nonfiction titles in all subjects in a variety of bindings, including trade hardcover, trade paper, mass market paper, large print, short discount and small press, university press, single library editions, publisher’s library editions, graphic novels, board books, easy readers, picture books, pre‐bound books, and big books. • Ingram stocks not only new bestsellers and award‐winning titles, but also the deepest inventory of midlist and backlist titles of any vendor
• Ingram offers over 4,000,000 titles in world languages ranging from Afrikaans to Yiddish. An additional benefit of our Lightning Source inventory of millions of print‐on‐demand titles is that many of these world language titles are available on an on‐demand basis. • Ingram’s in‐stock inventory of Spanish language titles is particularly strong, covering both translations and books originally published in Spanish. It includes adult and children’s fiction and non‐fiction works. With more than 500,000 titles to choose from today, we actively work with Spanish language publishers to expand this catalog to meet growing reader demand. • Ingram provides reference, scientific, medical, technical, legal, and other academic and non‐trade titles, including materials from university and association presses, small presses, and specialty publishing houses.
2. MATERIAL TYPES AND COSTS
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Ingram Library Services’ inventory goes well beyond that of other library wholesalers because the company is part of the larger Ingram Content Group, which includes Ingram Book Company, Ingram Publisher Services and Lightning Source. Each of these entities contributes to the strength of our stock position.
Ingram Book Company
As a leading supplier of books to bookstores and online retailers around the world, Ingram has established business relationships with publishers of all kinds . Eager to market their books to the vast retail market, these publishers alert Ingram to new releases before they are published and offer a wealth of information about each title both in automated feed s and through meetings with our team of buyers.
Our predictive ordering software then takes over and continuously ensures that each title is stocked appropriately so we have books on hand when you need them. The volume of sales to retail outlets financially supports running our library business out of 5 ware houses located across the country, and it enables us to automate our distribution facilities to provide the fastest fulfillment in the industry.
Ingram Publisher Services
Ingram Publisher Services represents more than 850 publisher clients and more than 4,400 imprints from around the world. These publishers enlist Ingram to be the e x c l u s i v e d i s t r i b u t o r o f t h e i r products. The advantage this brings to our library customers is the guaranteed availability of current titles from these publishers at Ingram distribution centers.
Ingram Lightning Source
With national and international facilities, Lightning Source ha s a virtual inventory of over 17,000,000 titles representing more than 145,000 publishers. We print only what is needed to meet our customers’ current demand‐whether that's a single book or 10,000 units.
We make it possible for low‐volume titles to stay in print and for new titles to be released. In addition, we offer print on demand for both paperback and hardcover titles. All this translates into wider title selection and better customer service for your patrons and your community.
Lightning Source and Ingram Publisher Services titles are liste d in ipage, and you can order them using the same methods available for Ingram titles. There is no need to use a separate account or purchase order.
Ingram Spark
Gain access to custom curated content lists from Ingram’s award ‐winning indie platform IngramSpark. Exclusively provided by IngramSpark Distribution services and featuring:
• Indie books with enhanced product metadata, consumer visibility and marketing 294
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• Top selling titles from 60,000+ indie publishers and authors • Customized and‐curated lists of trending and timely books • Over 300,000 books available for distribution
• Library‐friendly terms guaranteed to simplify the selection and purchase of library materials
International Language Materials
Ingram offers over 4,000,000 titles in world languages ranging from Afrikaans to Yiddish. An additional benefit of our Lightning Source inventory of millions of print‐on‐demand titles is that many of these world language titles are available on an on‐demand basis.
Approximate inventory of each of the top 15 in‐demand languages:
Language Active Titles
German 1,440,880
French 1,310,602
Spanish 420,327
Italian 244,035
Latin 136,289
Russian 80,967
Portuguese 75,683
Dutch 58,962
Chinese 29,442
Danish 26,891
Swedish 17,418
Polish 13,298
Afrikaans 10,137
Hungarian 8,969
Hindi 7,605
An additional benefit of our Lightning Source inventory of over 13,000,000 print‐on‐demand titles is that many of these world language titles are available on an on‐demand basis.
To view a list of all available international language materials in our database, the ipage Power Search tab offers a language filter. From here, you can refine your search using additional filters 295
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such as keyword(s), author, title, and age group. When looking at a list of titles in ipage, you also have filters for language available on the left of the screen.
Hard‐To‐Find Books
Ingram offers an optional Hard‐to‐Find Books service on ipage via Ingram’s partner for Hard‐ toFind Books, Alibris. Alibris is a leading provider of rare, hard‐to‐find, and antiquarian books.
Search options include Title, Author, Subject, Keyword(s) or ISBN/EAN. You can also specify if you want to see only a 1st Edition or Signed copy. This service does not allow for searching for a specific copy of a title.
Books ordered through this service may be used books. ipage rates the condition of the book, such as Good, Very Good, Fine, Acceptable. Notations may also include additional information on the book’s condition.
Title details for Hard‐to‐Find Books includes title, author, binding, condition, publisher, pub date, EAN, Net price (USD) and notation. The cover image displayed is from the ipage database and may not be the actual cover of the book you purchase from Hard‐to‐Find Books service. The notation may include data such as “Former Library book. Shows some signs of wear and may have some markings on the inside.”
Titles ordered under our optional Hard‐to‐Find Books Service ship from Alibris’s distribution facility, not an Ingram warehouse. They will not combine with your Ingram orders for shipping and may have different turnaround times and shipping methods. These titles are sold at the net price shown, plus a $3.95 per book shipping and handling fee if shipped within the United States.
Special Terms for Hard‐to‐Find Books Service
• Not covered under Ingram contract terms and discounts. • Do not receive cataloging or processing services.
• Receive net pricing.
• No minimum order required.
• Ingram invoices customers for Alibris orders, and these invoices also appear on the monthly Ingram statement.
• Titles ship from Alibris’s distribution facility, not an Ingram warehouse. Therefore, they ship separately from your Ingram orders, perhaps with a different carrier and may have different turnaround times and shipping methods.
• Delivery charges and freight charges vary from your standard Ingram orders, and we apply a $3.95 per book shipping and handling fee if shipped within the United States. 296
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Pre‐Binding Services
Our inventory includes over 19,5 00 prebound titles from Perfect ion Learning and San Val ( T u r t l e b a c k B o o k s ) . P l e a s e n o t e t h a t a t h i r d ‐ p a r t y v e n d o r , H e c kman Bindery, Inc., provides this service.
These editions are searchable by publisher or binding through i page® Power Search and are also identified on ipage® as Prebound‐Sewn or Prebound‐Glued.
Turtleback Books have a double‐fan adhesive binding and durable spine, and the quality and workmanship of the binding is guaranteed for the life of the book. The vendor scans original artwork, digitally prints on durable paper stock to fit the new binding, and laminates books in a polyester film that easily wipes clean.
Paperback pre‐binding services are offered through Ingram’s pa rtnership with The HF Group (formerly Heckman Bindery). The cost of this service is $7.00 p er book ($14.65 for set binding for custom book box set). Since this is a pass‐through charge, any price increases will be passed along to the Library.
The resulting product provides:
• Strong, double‐fan adhesive binding
• Archival quality endpapers and adhesives
• Flex‐board reinforced spine
• Flannel‐cloth binding reinforcement
• Digitally reproduced graphics • Nylon lamination film • Durable binder’s board cover
Discounts
Format Discount
Hardcover 45.0%
Trade Quality Paper 40.0%
Mass Market Paper 40.0%
Publisher’s Library Binding 15.0%
Prebind 10.0%
University Press 10.0%
Shorts 10.0%
Graphic Novels 40.0%
Nets 0.0%
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Spoken Word 45.0%
DVD < $14.99: 35.0%
$15.00‐$19.99: 30.0%
$20.00+: 25.0%
Music 5.0%
* 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 Ingram 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 Ingram’s purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
** Ninety to ninety‐five percent of all Spoken Word Audio CD is at the 45% discount; however, some Spoken Word Audio is short discounted by the publisher.
*** Although the majority of Ingram's DVD inventory is eligible f o r t h e m a x i m u m d i s c o u n t s , s o m e t i t l e s receive smaller discounts.
Definitions of Binding Types and Presses
Discounts are applied to the publisher’s current list price. Prior to placing an order, the Library can determine estimated discounted pricing for an entire list by ut ilizing the Price this List feature on ipage®.
In determining which titles receive less than full trade discounts, Ingram categorizes books for pricing purposes by considering the binding, cost of acquisition, general marketing categories, publisher’s discount, and other factors as defined by the Defin itions of Binding Types and Presses provided. Ingram reserves the right to be the sole and final determinant of the pricing category.
T r a d e H a r d c o v e r : High demand fiction and nonfiction books published with a glued binding and a hardcover. These titles are typically for the general consumer and produced by wi dely distributed publishers. Trade bindings may also be referred to as retail trade editions, trade books, hardbound books, hardback books, cloth bound books or cloth cover books. Publishers normally produce these titles in larger print runs.
Q u a l i t y P a p e r b a c k : High demand fiction and nonfiction books with paper covers and generally no size restriction. Any illustrations or graphics may be placed t hroughout the book; both paper and printing are high quality. These titles are typically for the general consumer and produced by widely distributed publishers. This binding may also be referred to as trade paper or trade paperback. * 298
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M a s s M a r k e t P a p e r b a c k : High demand books with paper covers that are produced in a size to fit a standard retail store display and generally deal with subjects of mass appeal. Any illustrations are grouped together in one section of the book. *
Li b rar y Bin d in gs: Books of higher quality publisher bindings, usually fanned and glued, and may also be sewn. Books may be identified as Library Bindings on ipage®.
U n i v e r s i t y P r e s s : The binding types may vary for these titles (i.e., Hardcover and/or Paperback), but all are published by a University Press.
S h o r t D i s c o u n t / N o n ‐ T r a d e : Lower demand, small print‐run books in various bindings, and includes graphic novels, legal, technical, reference, scientific, and medical titles as defined by Ingram 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 Ingram’s purchasing requirements. Ingram is pleased to make this broad base of titl es available to our customers with no service charges.
L a r g e P r i n t : Ingram does not recognize large print as separate binding type for discount purposes.
Large print titles receive discounts according to binding/press assigned to the ISBN ordered as outlined above.
G r a p h i c N o v e l s : A narrative work in which the st ory is conveyed to the reader u sing comic form.
The term is employed in a broad manner, encompassing nonfiction works and thematically linked short stories as well as fictional stories across several genres.
P i c t u r e B o o k s , B o a r d B o o k s , E a s y R e a d e r s , a n d B i g B o o k s : These juvenile genre categories are not discounting categories used by Ingram. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. We estimate that at least 80% would receive the full trade discount.
P r e b o u n d B o o k s : Paperback books bound into a hardback edition. Our inventory also includes over 17,500 prebound titles from Perfection Learning and San Val (Turtleback Books), and are identified on ipage® as Prebound‐Sewn or Prebound‐Glued
W o r l d L a n g u a g e M a t e r i a l s : Ingram does not recognize Spanish language (or any world languages) as a discounting category. These books will receive the discoun t appropriate to the specific binding/press ordered as outlined above.
Spoken Word A ud i o: Audiobooks produced for the general consumer and dealing with subjects of mass appeal. Spoken Word audio may be abridged or unabridged and are generally sold by publishers at full trade 299
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discounts, however some titles may be short discounted by the publisher. Ingram does not differentiate between MP3 CD and Audio CD formats for discounting purposes.
Book and spoken word audio kits will receive discounts based upon classification of the title, typically by the publisher , as a book or as a spoken word audio. If classified as a book, it will receive the discount appropriate to the specific binding/press assigned to the ISBN ordered.
DVD an d Bl u‐ ray: Currently, Ingram provides pre‐recorded titles in these categories under a single discount. However, should a new format of DVD emerge in the industry for which studios apply different purchasing terms, Ingram will notify the Library of the discount applicable to that new format.
N e t : Low demand, small print run books in various binds and categories upon which Ingram receives minimal or no purchase discount. This category of book will receive a 0% discount. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
*See Short Discount for explanation on titles that may fall outside of this discount category.
Freight Terms
We are pleased to offer I n gram‐ p aid frei ght from your designated primary and secondary distribution centers. W e hold ord er s until a minimum quantity of 15 units is met. The qualifying unit quantity is subject to change with notice. Items picked, packed, and shipped together count as an individual shipment.
Ingram chooses the most cost‐effective shipping method but uses UPS ground service to transport most of Ingram's goods. Ingram reserves the right to adjust distribution center designations to provide the most favorable service to your Library. We ship FOB Destination. With FOB Destination, Ingram is responsible for product until delivered to its destin ation; liability lies with the receiving agency thereafter .
When freight charges on an individual account surpass 3.0% of the account's expenditures, Ingram reserves the right to add fuel surcharge, with notice. These charges appear as Shipping and Handling charges on your invoice and are subject to change with notice.
ipage® ipage is Ingram’s online collection development and ordering tool for librarians, combining the industry’s largest inventory with complete title information, including pre‐pub metadata, collection development resources, reviews, and real‐time stock check. Customers with a current, active Ingram account are eligible for a free subscription to ipage, which offers libraries easy‐touse ordering capabilities and other features at no cost for unlimited concurrent users. 300
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You can access ipage at h t t p s : / / i p a g e . i n g r a m c o n t e n t . c o m . Via ipage, you can access and manage your library’s account (s) specific information, at your convenience, 24 hours a day, 7 days a week.
As a web‐based tool, ipage offers 24/7 real‐time inventory information, the ability to search by thousands of categories, as well as a wide array of publicity and product news sources. ipage features include:
Simple search by Title, ISBN, Author, Keyword, Series, Dewey®, and more Ingram stock information and real‐time stock check
Title descriptions
Physical Information, LC Subjects, LCCN, Dewey
Ability to create, edit, download, and/or order lists by clicking titles within ipage, importing a document to ipage, or pasting EANs into ipage.
Ability to sort by Author, Title, Binding, Dewey, ISBN, Price, Pub Date, Publisher, Standard Retail Price, Ingram Demand, and more.
For video product: additional Information such as Features, View, Number of Units in Package, Awards, Dewey, Based on the Book
For video product: Advanced search by Directed By, MPAA Rating, and Featuring/Title For video product: Sort by Title, Featuring, Product Code, Format, Studio, Release Date, US SRP
For music: Simple search by Title, Product Code/EAN, Artist, Song Keyword, and more 301
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For music: Sort by Album Title, Artist, EAN, Media, Label, Release Date, Suggested Retail Price.
List sharing options
Option to download brief MARC order records
Ordering and order status information
Account management and reports
ipage selection lists created by Ingram staff librarians Current publicity information
Online catalogs
Annotations and citations
Cover images for selected titles
Power search
Boolean search
Saved search
Access to search all titles in our Extended database
Excerpts for selected titles
Journal review citations
Full text reviews from selected journals for a nominal annual fee
Your ipage accounts are created so that a library‐designated administrator has oversight capabilities to aggregate lists and manage users. The Administrator can add additional ipage users as required by the Library. Each user will be assigned a unique login and users can set their own password.
We want ipage to be customer‐driven and to allow users to individually customize their ipage experience. Users have tools to assist in prioritizing critical information they need to search, order, and deliver more content to more patrons.
Because ipage focuses on personalization and intuitive functionality, customizable widgets allow users to design their own homepage with tools they use most. Us ers can easily track bestsellers, access online catalogs, view custom lists, and bookmark favorite destinations in and outside of ipage.
Benefits of ipage home page include:
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• A simplified menu structure allowing our customers to quickly find what they are looking for.
• Roll‐over drop‐down menu options for each functional area of ipage, which enable users to reach content with less effort.
• Suggestions from Ingram product experts in our Ingram Lists & Picks column on the Browse menu.
• Ability to customize the homepage, including option to remove widgets and to select a background theme.
• Enhanced Simple Search options, including the ability to search across multiple product types.
ipage Searching
• ipage displays Simple Search at the top of every page, allowing fast, efficient search for titles. Simple Search options for print books include Title Keyword, Start of, Phrase, or Exact Title; Author; ISBN/EAN; Keyword(s); Series; Dewey. • Power Search allows ipage users to isolate their search to a narrower list of titles, by using some or all a specific set of search criteria. Through Power Search, ipage users can look for titles by publisher, subject heading, format, language, and other filters not listed on the Simple Search feature. You can input search criteria for up to 25 data points. The more search criteria added, however, the fewer results the search returns. • Boolean searching is like power searching but uses Boolean terms and focuses mainly on criteria in the Title, Contributor, Publisher, BISAC, Ingram Theme, and Series fields. You can also add search criteria on Language, Age Group, Binding, Publication Date, etc.
Under "further criteria," Boolean searching allows users to select multiple attributes. • Predictive Search is an optional functionality on ipage that allows for more efficient searches across our entire database. Using our top‐demanded product data, it suggests autocompletions of search term(s) typed into the search bar, including Title (Start of) and Author.
• Street Smart Titles list under the Browse tab on ipage enables you to view a list of titles with a hard street date from the publisher . This Street‐Smart list focuses on titles up to 18 months pre‐publication.
• Search results allows sorting by Title, Author, EAN/ISBN, Binding, Publisher , Pub Date, or SRP , and users can quickly jump to specific places in the result. The Search Result View also includes options at the item level.
• Saved Searches. This time‐saving feature is a great way to organize searches a user might perform on a regular basis. Users can save searches as a new search or as a replacement for an existing search. ipage automatically purges saved searches from the user's account 13 months after the last accessed date shown on ipage. 303
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ipage Search Refinements ipage provides multiple criteria for refining title lists from search results or selection lists:
• Search within Results: To the left of your results is a box for searching within your results. Enter your search words and click the Search button. You can further refine your results as needed using the options and search feature located on the left. • Search Filters: Search Filters provide a better search experience for customers who do not purchase compilations, collections of public information, or reproductions of previously published public domain titles. This filter allows you to hide these product types from your search results.
• Refine Search Results: Depending on the list, search refinements might include Age Group, Binding, Publication Date, which may also include Forthcoming Titles, Contributor, Price, Format, Awards, Citation Source, BISAC Categories, Dewey Categories, Ingram Categories, Language, and Features. You can collapse and expand a field to better meet your search needs by clicking on the up/down arrow to the right of each field. The next time you search, ipage remembers those fields you have collapsed or expanded. • Quick Limit ‐ If refinement terms you use in your search are in the top three displayed under the refinement field, check them off and click ‘Update’ to quickly limit your results. You can now select multiple terms to drill into your results. • Search the Full List ‐ If your search terms do not appear among the top three under your refinement option or if you want to exclude terms from your results, click the “More...” link next to any field.
o Including and Excluding Search Terms. After clicking the “More” link under the search refinements, you can further refine your results by selecting or excluding as many terms as you like. Scroll the list of terms by dragging the scrollbar up and down.
o Search for terms by entering letters, and a text filter will quickly reveal matches.
o Select as many terms as you would like to include in your results by checking them off in the ‘Include’ column.
o Exclude as many terms as you want by checking them off in the ‘Exclude’ column. o Verify your selection with the intuitive green (include) and red (exclude) bubbles.
o Remove anything you do not want by clicking on the ‘x’ on the right side of the bubble or by unchecking it in the ‘Include’ and ‘Exclude’ columns. o Click the ‘Update’ button to apply your refinements or ‘Cancel’ to return to your results.
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o For each refinement you apply, a breadcrumb appears at the top of your search results, making it easy to later remove any limiters you applied.
A Title Detail page on ipage includes title, contributor (author, illustrator, editor, etc.), ISBN/EAN, publisher or studio, suggested retail price, binding or format, p u b d a t e o r r e l e a s e d a t e , a n d copyright date.
Details may also include any of the following as provided in th e publisher metadata: cover image, BISAC categories, LC subjects, themes, OCLC number, Dewey, LC s ubjects, series, awards, features (Index, Price on Product, Excerpt, Illustrated, Maps), initial print run, target age group, physical information (dimensions, weight, number of pages), carton quant ity, annotation, description, publisher marketing, review citations, review quotes, biographical notes, and full text reviews.
C h i l d r e n ’ s t i t l e s m a y i n c l u d e A c c e l e r a t e d R e a d e r ® , S c h o l a s t i c Reading Counts! ™, and Guided Reading Level information. ipage Title Detail screen shows alternate bindings/formats for a title, when available. ipage title details update daily, providing cus tomers the most current publisherprovided information available.
Street Smart
Ingram understands the importance of getting high‐visibility titles into the hands of Library patrons at the same time those titles appear in local bookstores.
Titles designated as part of our Street‐Smart program include any upcoming new releases with publisher‐assigned release dates. Within publishers’ parameters, I n g r a m m a k e s e v e r y e f f o r t t o quickly turn around hot new release titles to arrive in libraries before street date.
We cannot control publishers’ street dates. We do, however, work closely with publishers for news of publishing date changes or unexpected releases. We provide updated information via ipage® as soon as publishers make such information available, which enables library staff to check the status of any title as its scheduled street date approaches.
We strive to deliver titles before their street dates to libraries with a Street‐Smart affidavit on file.
However, because our ability to deliver titles in time for release date is contingent on the publisher providing those titles to us, we cannot guarantee arrival on or before release date.
Occasionally, factors such as supply or transportation issues can compromise our ability to deliver by release date. In such instances, the level of custom processing or cataloging profiled on a Library account may, in addition, cause the title to be delivered after street date.
To receive Street Smart designated titles on or before the release date, the Library should complete a signed affidavit agreeing not to display, circulate, or sell for advanced reading a title before its publisher‐assigned release date. Without this agreement, Ingram c a n n ot ship S t r e e t Smart titles 305
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until one day prior to the publisher’s release date, in accorda nce with our own agreements with publishers.
Occasionally, publishers assign stricter release date parameters to certain forthcoming titles. These titles are part of our Street Smart Select program and, typically, are major releases with large print runs and significant publicity campaigns. Like for Street Smart titles, we ask the library to sign an affidavit to receive Street Smart Select titles in advance of their release dates.
Ingram provides advance notification of Street Smart Select titles, including any order deadlines or minimum order quantities required to participate in the early delivery program. Per t he pu b lish er s p e c i f i c g u i d e l i n e s , w i t h o u t a s i g n e d a f f i d a v i t , d i s t ribu tors may n ot b e p ermitted to d eliver Street S m a r t S e l e c t t i t l e s u n t i l o n e d a y b e f o r e t h e o n ‐ s ale d ate.
Searching for Street Smart Titles in ipage®
The Street‐Smart list under the Browse tab on ipage® enables li braries to view a list of titles that have a hard street date from the publisher . This Street‐Smart list focuses on titles up to 18 months’ pre‐publication.
3. GENERAL SELECTION CRITERIA
Vendor must be able to provide collection development support for all formats utilizing customized selection lists.
Ingram complies.
Collection Development Services
Ingram’s Collection Development team comprises 10 MLS‐degreed librarians and managers, 4 long‐term publishing industry expert administrators, and 1 data manager partway through her library degree.
Our 10 librarians each have at least five years of public library experience, and the Collection Development team has almost 300 years of library and/or publishing experience combined. 306
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Members of the team have participated in local, state, and national library conferences and have presented on collection development, forthcoming books, the elements of a good picture book, selection tools, library marketing, Dewey versus BISAC organizational schema, library technology, handling difficult patrons, library staff development, and more.
The Collection Development team is well‐known for top quality selection lists for Opening Day Collections (ODCs) and ad hoc lists, and libraries purchase Ingram’s custom Collection Development services for projects when lists from other vendors do not work.
Ingram’s MLS‐degreed librarians and Program administrators work with you to find materials and develop your collections. Using their public library selector experience, and tracking trends that impact reading behavior, they identify titles you need for a well‐balanced, diverse, relevant, high‐ circulating collection.
Ingram offers a wide range of cutting‐edge and comprehensive Collection Development services, branded as iCurate. Grouped into five overarching services, they reflect the work of MLS‐degreed librarians rather than canned lists and automated queries—No Robots Here! Our Collection Development Librarians have built and daily maintain a proprietary database with value‐added data, such as diverse title distinctions, assigned genre, and state interest, along with the more standard metadata.
We meet with large and small publishers throughout the year to learn about forthcoming titles, publicity, and other important publisher news. And, because Ingram is the main provider of books to bookstores, large retail stores, and online booksellers, we can generate reporting that identifies “hot” titles before they become popular in libraries.
Our services include:
• iCurate Complimentary: Curated Lists & Standing Order Programs • iCurate Coming Soon: Forthcoming Monthly Title Subscription 307
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• iCurate Core: One‐Time Gap Analysis
• iCurate inClusive: Diversity Audits Made Easy & Follow‐Up Audits • iCurate Custom: Ad Hoc Lists, Opening Day Collections, & Ongoing Curation
Ordering Prepublication
Need orders placed pre‐publication? We’ve got you covered. Because most libraries order titles at least three months pre‐publication, we run most of our Collecti on Development services three to six months prepublication. This gives libraries time to import brief records into their OPAC so patrons can place holds. It also means our library customers receive stock from the initial publisher printing to have the newest titles on shelves by street date.
Many of our complimentary lists on ipage feature new and forthcoming titles, including High Interest Title Selections (HITS) for each age group, featuring the titles we expect to be most popular; Debut Author lists; Large Print; and more.
The complimentary Standing Order Programs/New Title Notifications feature pre‐ publication titles in 19 of our 20 programs, including author, series, continuatio ns, and hand‐selected programs for all ages. Additionally, our affordable hand‐selected monthly subscription service, iCurate® Coming Soon, includes titles on the 26 monthly lists three to four months prepublication.
iCurate Complimentary: Curated Lists
iCurate Complimentary includes thousands of hand‐selected lists available without charge to customers on ipage in the Curated Lists tab. These lists are broken down into Adult, Children’s, Teen, Audiovisual, Award & Noteworthy, and K12 and updated regularly: weekly, monthly, quarterly, or annually, depending on type of list.
Our lists receive tens of thousands of views and downloads each month and include High Interest Title Selections (HITS) of the most anticipated forthcoming titles in each area, Top Library Titles lists to help fill in gaps after weeding or during regular maintenance, and much more. 308
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The Virtual Book Display sections feature trending and timely topics, such as Artificial Intelligence in Fiction; Don’t Bug Me: Creepy Crawlies in Fiction; and Halloween Cooking, while our Subject Lists category feature regularly updated topics always of interest, such as English Language Learning; Homeschooling; Nonfiction Classics & Essentials; In the News, Movie/TV Adaptions; and many more.
“I am LOVING these [ipage®] lists! Not only are they helpful with regular collection development work, they're making it easy to put together mini collections for display.
LOVE THEM!"
— Katie J., Adult Collection Development Coordinator
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Ingram recognizes the need for more diverse books and creates regularly updated lists of diverse titles, such as Asian Interest, Black Interest, Diverse Families, Income Inequality, Indigenous Interest, Latinx Interest, LGBTQIA+ Interest, Mental Health, Middle Eastern Interest, #ownvoices, Serious Illness, Social Emotional Learning, Spanish Language Books, and Special Needs.
Our Collection Development librarians mark diverse title distinctions in our databases, as we work titles that feed in every day from publishers. We can therefore identify as many quality, diverse titles as possible, both when creating these diverse category lists and when creating lists for all other projects.
For customers who like to find titles serendipitously in ipage, we have created an “Expertly Curated” icon that appears under a title in your Search Results or Selection Lists. It indicates that a title is in one or more of our Curated Lists.
Within the title detail page, you can view lists on which the title appears and click straight into any of the featured lists. So, if you were interested in the book Little You because you were looking for Indigenous Peoples Board Books, you could click directly into t he Indigenous Peoples Board Books Curated List to instantly find 18 other quality titles.
iCurate Complimentary: Standing Order Programs/New Title Notifications The Ingram Collection Development department curates, maintains, and manages 20 Standing Order Programs to help libraries easily track and order.
Programs include forthcoming titles from bestselling authors for all ages; Easy Reader series, Fiction, Nonfiction, and Graphic Novel series for all ages; Nonfiction and Travel Continuations; ReviewALERTSM Programs for Adult and Youth; hand‐selected Programs for Board Books, Picture Books, Adult & Youth Nonfiction, paperback original Adult Fiction, and mass market genre Fiction; a popular video Program; an awards & state lists Program; and Ingram’s proprietary build‐your‐ own Standing Order Program, iSelect®.
Pricing: Complimentary
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Ingram’s Standing Order Programs have been ranked as the best in public library surveys and offer several advantages unmatched in the library market:
C o n v e n i e n t : Enrollees can manage their profiles online through ipage 24/7, and any changes to the enrollment profile take effect immediately with no waiting. Cu rrent : Ingram librarians and administrators hand‐select and maintain offerings to ensure programs include only active offerings. We know libraries do not want to encumber their budgets with titles that will never publish because those titles are completed or discontinued offerings, so we meet and work with publishers continually to stay on top of publishing news.
C o m m i t m e n t ‐ F r e e: With Ingram, you do not receive titles unexpectedly in your library.
Customers can enroll in either Auto‐ship, which delivers a list to ipage and allows two weeks for editing before the order places automatically, or in in Report Only, to receive lists, which they can edit and order on their own time schedule.
We order most titles 2‐3 months prepublication (sometimes up to 6 months for the most popular authors), and you may cancel backorders at any time before they arrive in our warehouses. In addition, Ingram does not alter the return policy on titles ordered through our Standing Order or Continuation Programs—it is the same return policy no matter how you order or learn about the title.
C o m p l i m e n t a r y : Ingram never reduces the discount or elevates pricing on titl es running on a Standing Order Program. Our 20 Standing Order Programs truly are complimentary.
There are no hidden costs.
C u s t o m i z a b l e : Customers can mix‐and‐match Program profiles an infinite number of ways to ease their workflow and ordering process. They can rename any profile for easy identification and to prevent over or under‐ordering.
Our Programs allow line‐item grids, so if a library typically wants specific branch allocations and funding codes for the works of a specific author, and different branch allocations for the titles of another author, it can simply select the correct grid for each offering in the enrollment form.
Then, when lists are delivered, correct grids are already applied.
Although we encourage libraries to review their Program lists, many Author (Adult) and Nonfiction and Travel Continuations customers with line‐item grids established simply allow lists to order automatically.
C u s t o m e r S e r v i c e : Two long‐tenured Customer Service Administrators provide special customer service for Standing Order Program customers. Although our Programs are organized and automated to allow most libraries to self‐serve, our Administrators help libraries daily with everything from routine enrollment edits and cancelling, changing quantities on backorders, to onboarding new Standing Order Program customers. C o m p r e h e n s i v e: Ingram provides 20 Standing Order Programs for Children, Teens, and Adults in multiple formats to cover the entire library:
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Mass Market Genre Fiction (Adult)—Gives customers the top five new titles each month in the Fiction genres they select, including: African American; General Fiction A, B, & C; Mystery A, B, & C; Romance A, B, C, D, & E; Speculative Fiction; and Westerns. Program runs once a month and includes titles up to two months prepublication.
Nonfiction Continuations (Adult)—Provides timely notification of regularly updated Nonfiction titles in a variety of subject areas from atlases to writing handbooks. If you don’t want to receive a title every time a new edition releases, you can select a desired cycle. Program runs twice a month and includes titles up to four months prepublication.
Nonfiction Series (Adult)—Provides the latest series Nonfiction geared toward adults, including “For Dummies” and hundreds of others. Program runs twice a month and includes titles up to three months prepublication.
Paperback Original Fiction—Provides notification of the original trade paperbacks (20/month or 40/month) forecasted to have the highest demand. Program runs once a month and includes titles up to two months prepublication,
Popular Series (Adult)—Sends customers list of the newest and hottest titles from the popular adult Fiction series the customer selects. Program runs once a month and includes titles up to three months prepublication.
ReviewALERTSM (Adult)—Notifies customers of book reviews in their selected journals (Booklist, Kirkus, Library Journal, Publishers Weekly); can be limited by Dewey® Century, Fiction, and Graphic Novels to save time, as well as starred reviews, unstarred reviews, and all reviews.
Program runs twice a month.
Travel Continuations (Adult)—Offers a flexible method of receiving regularly updated travel guide titles. If you don’t want to receive a title every time a new edition releases, you can select a cycle.
Program runs twice a month and includes titles up to four months prepublication.
Forthcoming Popular Nonfiction (Adult)—Provides the best forthcoming Nonfiction titles each month, customizable by Dewey® Century and hand‐selected by our expert librarians. Offers options for large, medium, and small libraries. Program runs monthly and includes titles up to three months prepublication.
Programs—Adult
A uthor Fiction (Adult)—Provides the latest hardcover(and large print & audiobook) releases fro stomer‐selected bestselling adult Fiction authors—our most popular Program. Program runs ice a month and includes titles up to 6 months prepublication. 312
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Programs —Youth
Author/Illustrator (Children’s)—Offers the newest titles by bestselling children’s authors and illustrators (ages 0‐12). Program runs twice a month and includes titles up to six months prepublication.
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Author (Teen)—Offers the newest titles by bestselling YA authors (ages 12‐17). Program runs twice a month and includes titles up to six months prepublication.
Easy Reader (Youth)—Sends notification of the newest titles from customer‐selected leveled beginning reader series. Program runs twice a month and includes titles up to three months prepublication.
Nonfiction Series (Youth)—Provides the latest series Nonfiction geared toward youth, including DK Eyewitness Books and hundreds of others. Program runs twice a month and includes titles up to three months prepublication.
Picture and Board Books—Offers the best upcoming Picture Books and Board Books.
Handselected by a children’s librarian, this Program offers 25 or 50 Picture Books and 10 or 20 Board Books. Program runs once a month and includes titles up to three months prepublication.
Popular Nonfiction (Youth)—Offers the top hand‐selected titles in Easy Nonfiction (10 titles), Juvenile Nonfiction (15 titles), and/or YA Nonfiction. Program runs once a month and includes titles up to three months prepublication.
Popular Series (Youth)—Sends customers lists of the newest titles from popular youth Fiction series. Program runs twice a month and includes titles up to three months prepublication.
ReviewALERTSM (Youth)—Notifies customers when titles receive a review in their selected journals (Booklist, Bulletin of the Center for Children’s Books, Horn Book Magazine, Kirkus, Publisher’s Weekly, School Library Journal); can be limited by industry standard age ranges and Graphic Novels and starred reviews, unstarred reviews, and all reviews to save time. Program runs twice a month.
Graphic Novel (Adult & Youth)—Features expertly hand‐selected and age‐ranged Graphic Novel series. Program runs twice a month and includes titles up to three months prepublication. iSelect®—Ingram’s own build‐your‐own Standing Order Program includes BISAC subject categories and sub‐categories selected by the customer and is based on Ingram buy level; can also be filtered to view or exclude titles from specific publishers. Program runs every Sunday.
Popular Video (Adult & Youth)—Provides weekly notification of the latest blockbusters, independent films, foreign films, classics debuting on DVD, TV series (Youth), TV series (Adult), TV movies/mini‐series (Youth), TV movies/mini‐series (Adult), documentaries, anime, and family film on DVD, Blu‐ray, DVD/Blu‐ray combo, and Blu‐ray 3D. Program runs every Thursday.
Programs—For All Ages
wards* Book Clubs* State Lists —Offers new award winners and honor books , major book clu cks, and state lists. Program runs the day after books are awarded/announced. 313
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iCurate Coming Soon: Forthcoming Monthly Title Subscription Easily manage new and forthcoming titles with Ingram’s suite of librarian‐curated lists delivered on the first of every month within ipage®. Featuring far more than bestsellers, this annual subscription offers three size options by category, which allows you to efficiently maintain a relevant collection while our librarians do the work.
Our collection development librarians stay informed of publishing and cultural trends and use their public library experience to tailor each list to include titles they would select for their own public library to increase circulation.
Lists are balanced according to the typical American public library—more Picture Books than Board Books, more YA Fiction than YA Nonfiction, and more Adult Nonfiction 600s than 400s.
Coming Soon lists also follow publishing‐industry schedules and reflect the seasonality of different subjects throughout the year, so they might include more titles in October than in February.
You can subscribe to Adult, Children’s, and/or Teen lists and mix‐and‐match small, medium, and large lists within each age category—there is no price difference between sizes, and you can change the size at any time. Get lists in the following subjects:
Adult Lists (15 lists)
Adult Fiction
Adult Graphic Novels
Adult Large Print Fiction & Nonfiction (2 lists)
Adult Nonfiction 000s – 900s & Biographies (11 lists)
Pricing: Complimentary
iCurate Connection: Collection Development Services Newsletter The Ingram Collection Development team continually updates our Standing Order Programs to ensure that offerings remain active and will produce titles. To keep customers updated on those changes, the team publishes a monthly newsletter, iCurate Connection, listing changes and news of each program.
Important Standing Order Program information such as new offerings, offerings ceased by the publisher, titles that won’t run on a Program and the reason they won’t run, important author or publisher news related to specific offerings, and frequency changes in publication schedules is shared monthly via this electronic newsletter delivered to yourinbox.
In addition, the newsletter contains articles written by our Collection Development librarians covering a variety of topics related to collection development and publishing. Past topics have included “Social‐Emotional Learning in Picture Books,” “Power of Storytelling,” “Surviving the Holidays,” “Top Adult Debut Titles,” and “On Your Mark, Get Set, Bake.” 314
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Children’s Lists (8 lists)
Board Books
Picture Books
Easy Nonfiction
Easy Reader Fiction & Nonfiction (2 lists)
Juvenile Fiction
Juvenile Graphic Novels Juvenile
Nonfiction
Teen Lists (3 lists)
Teen Fiction
Teen Graphic Novels
Teen Nonfiction
Ingram’s iCurate Coming Soon features an Enhanced Duplication Management tool in ipage, available exclusively for Coming Soon subscribers. The tool allows libraries to manage duplicates on customer‐created and Ingram‐delivered Selection Lists, iCurate Complimentary Curated Lists, and in Search Results quickly and easily.
It allows users to filter Selection Lists and Search Results to include or to exclude titles already on another Selection List(s), Ordered from Ingram, and/or in their Holdings (if submitting holdings to Ingram via Z39.50).
1. Se arch resu lt s an d In gram Cu rated List s (hiding duplicates) – When a user searches and receives a list of results or views the iCurate Complimentary Curated Lists in ipage, Coming Soon customers see on the left side of the screen an additional set of options for filtering.
Under Manage Duplicates, users can Exclude titles from view if those titles are already on a Selection List, Ordered from Ingram, or in their Holdings (if participating). This is a quick, easy way 315
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to eliminate those titles from view in Search Results or the Curated Lists so that you don’t accidentally add duplicates to a list you are creating.
2. Se lectio n List s (deleting duplicates) – In a Selection List (customer‐created or Ingramcreated, such as iCurate Coming Soon or Standing Order Program lists), users can filter to include duplicates to make it easier to remove those from their Selection List. Once your list shows only the duplicates, you can then choose to delete all visible titles from your selection list with a simple click, or to review each one and hit the delete icon when desired. The icons showing Lists on which a title duplicates help you determine if you need multiple copies of a title.
iCurate Coming Soon has garnered praise for its quality and comprehensiveness: “I am already happy with the titles I wouldn’t normally see in my review lists. Gathering these titles would require extra work and time I rarely have. A+!” (Jeremy Bloom, Lincoln Parish Library) Ingram’s iCurate Coming Soon h as s e v e r a l a d v a n t a g e s f o r l ib r a r i e s w a n t i n g m o n t h ly c u s t o m l ists delivered:
Cost‐Effective:
Annual subscription is $775/age level (Adult, Children’s, Teen) Select All Ages & save: $2,100 per year
No hidden costs—discount is the same whether you get a title through this service, and we do not change the returns policy
Convenient:
Enhanced Duplication Management feature for quick‐click deduplication against your Holdings, On Order, or In a Selection List
Allows you to quickly deduplicate Coming Soon lists, Selection Lists, iCurate Complimentary Curated Lists, and Search Results across ipage Enhanced Duplication Management available exclusively to iCurate Coming Soon subscribers
Customizable:
Mix & match small, medium, and large lists by collection Select list size based on circulation, budget, or selector preference Have lists delivered to specific ipage account users based on how you set up enrollments
Comprehensive:
Forthcoming, new, and timely titles selected by MLS‐degreed librarians Date range up to 120 days prepublication
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No gaps or duplication within the iCurate Coming Soon service
Your iCurate Coming Soon lists never overlap each other, so you will never see the same title run multiple times on a list or on multiple lists. To maintain affordability, Coming Soon lists reflect the binding preferences of most of our customers:
1. Hardcover
2. Trade Paperback
3. Library Binding
4. Mass Market Paperback
and will not include reprints unless it is truly a new edition with updated content.
The iCurate Coming Soon subscription ensures you don’t miss big titles and balances midlist titles and other parts of the collection. It catches those titles that quickly and unexpectedly explode in popularity when released. To that end, our librarians select titles for Coming Soon lists using a rolling set of publication dates (Last Month + Current Month + 3 Months).
Most titles on Coming Soon lists publish in the latest month available (for example, October titles in the July 1 lists); titles published in other months in the date range may also be included, based on predicted popularity and review coverage.
Drop‐in titles will also be included to help your library selectors see popular titles you don’t want to miss. These are titles our librarians believe necessary to build a balanced collection over the course of the year and include bestsellers. standard titles, and books on topics that help round out a public library collection.
Want to keep your Author Standing Order Program, with its line‐item grids, and other Standing Order Programs while still avoiding duplicates? The Enhanced Duplication Management feature makes that easy.
Annual Pricing: $775 Adult, $775 Children’s, $775 Teen, or $2,100 for All Ages
iCurate Core: One‐Time Gap Analysis
From time‐to‐time, our collections get out of balance and are missing key titles or even sections.
At other times, we simply want to know how current, complete, and relevant our collections are.
Ingram’s Collection Development librarians have all worked in public libraries and have struggled with these issues first‐hand. That’s why we created iCurate Core: Essential Collection Gap Analysis for the public library. Core allows a library to rebalance their Adult, Teen, and/or Children's collections with a one‐time list suite of essential titles currently lacking. 317
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The iCurate Core service provides a one‐time set of lists that include classics, standards, evergreen titles, and new, popular titles a public library should own, compared to an author/title match of your submitted holdings, to identify which titles your collection is missing. Our team of experienced, MLS‐degreed librarians create the iCurate Core lists.
The lists come in an Excel list format with value‐added information and estimated actual customer pricing to make it easier to budget. Besides standard fields such as title, author, publisher, EAN, Dewey, BISAC, pricing information, and more, these lists include fiction genre category and public library ranking to help prioritize purchases.
We mark your holdings so that you can determine if you want to purchase additional copies of a title or to replace a worn version, and you can ordering via yo ur usual means or by emailing the spreadsheet to Ingram’s Customer Care team.
Adult Lists
Adult Fiction
Adult Graphic Novels
Adult Nonfiction 000s – 900s and Biographies (11 lists)
Children’s Lists
Board Books
Picture Books
Easy Nonfiction
Easy Reader Fiction
Easy Reader Nonfiction
Juvenile Fiction
Juvenile Graphic Novels
Juvenile Nonfiction
Teen Lists
Teen Fiction
Teen Graphic Novels
Teen Nonfiction
We can match your holdings by author/title, so that different bindings of a title already in your library, such as hardcover versus paperback, should show as held. Occasionally the metadata may not match between bindings, or the EAN in your catalog has been out of print long enough that it no longer appears in our database. In those cases, we cannot match different bindings, and the title on your list may appear as un‐held.
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You can purchase Core lists once, every few years, or annually. They provide a starting point showing which essential and currently popular titles are missing from your collection. This means you don’t have to spend precious time identifying gaps and searching for quality replacement titles. You also can use the lists to replace essential titles previously weeded due to poor condition.
Pricing: $1,000 each for Adult, Children’s, or Teen, or $2,800 for All Ages
iCurate inClusive: Diversity Audits Made Easy
Books can allow children and adults to see themselves and others represented in the text. (Rudine Bishop). According to Sch oo l Lib rary Jou rn al, almost 95% of librarians agree that having a diverse collection is either important or very important.
However, the publishing industry acknowledges a lack of diverse voices, editors, and leaders, and standard metadata rarely helps identify diverse titles. As a result, diversity audits of a collection are typically manual, time‐consuming, and tedious.
With iCurate inClusive, a library purchases a one‐time assessment of the diversity of their holdings, they email their holdings EANS to Ingram, and within two weeks, they receive eyecatching reporting on the diversity of their collection for their library board or funding agency, along with lists of the most popular, diverse titles missing in public libraries.
Purchase options include Adult, Children’s, Teen, or a bundle of All Ages, and the purchase comes with the following:
• More than 60 charts and graphs showing the diversity of your collection compared to the average public library to provide context in each subject area, age range, and overall collection, including the following diversity categories:
o Asian Interest o Black Interest o Indigenous
Interest o Jewish Interest o Latinx Interest o LGBTQIA+ o Mental Health o Middle Eastern Interest
o o Multicultural o Muslim Interest
o Neuro and Physical Diversity
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Diversity categories reflect interest and content rather than solely author identification, which is not always readily available, accurate, or discernable.
• Excel spreadsheet that you can edit, filter, sort, and duplicate, with 24 subject breakouts indicating the number of diverse titles currently in your collection in each diversity category, which allows you to track and enter new purchases to create “after” reporting.
• Shoppable lists of the diverse titles most popular in public libraries, with your holdings (title/author match) and the diversity codes marked, to facilitate filling in identified gaps:
Fiction Board Books
Graphic Novels Easy Nonfiction
Nonfiction 000s Easy Reader Fiction
Nonfiction 100s Easy Reader Nonfiction
Nonfiction 200s Juvenile Fiction
Nonfiction 300s Juvenile Graphic Novels
Nonfiction 400s Juvenile Nonfiction
Nonfiction 500s Picture Books
Nonfiction 600s
Nonfiction 700s
Nonfiction 800s Fiction
Nonfiction 900s Graphic Novels
Nonfiction Biographies Nonfiction
Adult Lists Children's Lists
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Links to the iCurate Complimentary Diverse Title Lists provided within ipage for ongoing support:
All reporting and lists of diverse titles arrive in two weeks rather than over a period of months or years and save possibly hundreds of hours of payroll time. Library customer can then quickly fill in gaps, so their communities benefit almost immediately.
By purchasing inClusive, you can spend most of your money on filling in diverse title gaps rather than on extravagant fees for reporting and analysis or on extra payroll for a lengthy diversity audit process.
Ingram’s Collection Development librarians have assigned value‐added metadata in our applications for years, and we have ingested out‐of‐print holdings from the largest libraries in the country to make sure our reporting is as accurate and thorough as possible, even on older collections. This makes title/author matching more complete if titles come back into print at some point in the future, since the value‐added information already exists in our database.
Pricing: $1,500 each for Adult, Children’s, or Teens, or $4,200 All Ages iCurate inCremental
Customers who have already purchased inClusive and want to measure their progress can now purchase iCurate inCremental, a follow‐up audit showing updated reports compared to previous results and the average public library for context.
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We store your previous results so that all you do to get a professional, turnkey‐ready report showing your growth is send a text file of your current holdings—with Ingram, it’s easy!
Customers who have already purchased inClusive and want to measure their progress can now purchase iCurate inCremental, a follow‐up audit showing updated reports compared to previous results and the average public library for context.
Because our librarians hand‐work titles six months prepublication without relying solely on BISAC or other mapping, inCremental will not count dubious titles as diverse. We would rather not offer a service than offer one that potentially causes harm.
Pricing:
$1,500 each for Adult, Children’s, or Teens with new shopping lists $1,200 each for Adult, Children’s, or Teens without new shopping lists $4,200 All Ages with new shopping lists
$3,300 All Ages without new shopping lists
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iCurate Custom: Ad Hoc Lists
Ingram’s MLS‐degreed Collection Development librarians create one‐time targeted custom lists for libraries with grants, end‐of‐year spend budgets, or unexpected funds. Libraires might need lists of titles not available in ipage Curated Lists, for titles that might be difficult to search in page.
Generally, these custom lists reflect specific topics, such as large Urban Fiction projects, African Diaspora Biographies, Parenting Collections, Job Searching & Interviewing, Immigration Assistance, etc. and involve a known budget amount that will be purchased through Ingram.
To begin complimentary project, libraries can contact their sales representative, who will provide the appropriate form that includes subject(s), budget, the date the library needs the lists, preferred publication date range, binding preference, and other pertinent information.
Ingram’s Collection Development librarians have extensive experience creating lists of all kinds, like lists of religious titles for the Qatar National Library, to a large librarian professional development collection for a public library in Florida, to lists of tiles for marijuana collection in a public library in Colorado. With Ingram, it’s easy.
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iCurate Custom: Ongoing Custom Lists
Ingram’s Collection Development librarians create ongoing monthly custom lists for several libraries, including Free Library of Philadelphia, Chicago Public Library, and more. These lists are delivered in ipage and are built solely for each library based on customer specifications.
Often, we can save libraries money by pointing out existing lists or programs that will meet their needs. For libraries with truly custom needs, we will create a proposal, often with a few options and price levels, and we will work with you to make the best decision for your library.
Pricing: Based on requirements and estimate of time spent; Ingram will develop an agreement with the specs and pricing detailed and partner with the customer to find the best solution.
InDemand Alternative Lease Plan
Though Ingram Library Services believes book ownership to be a more cost‐efficient collection development strategy in the long term for libraries, we understand the convenience of book lease programs. Librarians are busy people, after all. And regular, attentive weeding is a timeconsuming responsibility.
Enter InDemand, Ingram Library Services’ lease alternative plan.
What makes InDemand unique is that it allows libraries to own every copy of each title they purchase, AND it provides an easy, reliable way for libraries t o sunset extra copies when they no longer need them.
By partnering with Thriftbooks and BetterWorldBooks, Ingram can offer the same benefits of books lease programs, like getting hot new titles in quantities libraries need ‐‐ on time and into the hands of patrons ‐‐ when demand is highest.
All books purchased will receive Mylar and/or laminate covers, barcodes, and spine labels. We’ll also apply an attractive InDemand sticker to help staff and patrons easily identify these newest titles.
What’s more, no retired books end up in landfills. Because Thriftbooks and BetterWorldBooks are certified “green” companies.
A pilot program for InDemand will commence in the summer of 202 3, with a full launch planned for late fall, 2023. Stay tuned for more information!
Reviews in ipage ipage currently includes review citations and full text reviews from the following journals:
• Booklist
• The Bulletin of the Center for Children's Books
• Foreword Magazine
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• Hornbook Guide
• Hornbook Magazine
• Library Journal
• Kirkus
• School Library Journal
• Publishers Weekly
• Shelf Awareness
• BookPage
• BlueInk Review
*Please note the above list of journal titles is subject to change at any time.
Catalogs
Ingram's comprehensive family of trade catalogs showcases forthcoming and recently published titles in an attractive and easy‐to‐follow layout. Our catalogs also feature relevant and timely editorial content including author interviews, merchandising ti ps, and product news to help librarians stay abreast of trends in the book world.
For those who like to shop from their computer, online access to catalog content is available to all ipage® subscribers. E‐Catalogs transform existing print publications into enhanced web versions with multiple browsing options and interactive features, including keyword search, zoom and magnifier functions, sticky notes, e‐mail options, and easy ordering. Simply click any of the E‐ Catalog links on ipage® to start browsing.
C a t a l o g s c u r r e n t l y a v a i l a b l e i n p r i n t a n d / o r e l e c t ro n i c v e r s i o n s i n c l u d e :
Advance (print and digital)
https:/ /ww w.flips nac k.co m/ingramcontent /adv an ce ‐ nov ember‐ 2023 /f ull ‐v iew. ht ml
Biography/History (print and digital)
h t t p s : / / w w w . f l i p s n a c k . c o m / i n g r a m c o n t e n t / b i o g r a p h y ‐ h istor y‐ su pp lem ent‐20 23/ fu ll ‐view.ht ml Black Culture
https://discover.ingramcontent.com/catalog /black‐culture ‐january‐2023
Business, Computer, and PTR Books
https://discover.ingramcontent.com/catalog /business ‐bks‐ptr‐computer‐s‐s‐2023
C a t h o l i c R e f l e c t i o n s
http s:// d iscover.in gramcontent .com /catalo g /catholic ‐ r e f l e c t i o n s ‐ s u m m e r ‐ 2 0 2 3
Children’s Advance (print and digital)
https://www.flipsnack.co m/ingramcontent/children ‐s‐advance‐december‐2023/full ‐view.html 325
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GN, Comics & Manga (print and digital; quarterly)
https://www.flipsnack.co m/ingramcontent/graphic ‐n ovels‐comics‐man ga‐fall‐2023/full view.html
Giftbook: In Spring, we have Spring Gift Books Supplement and Spring Bi o/History catalog. In the fall, we have Holiday Giftbook Supplement; Children’s Holiday Giftbooks; Christian Holiday; Holiday Cookbooks Supplement; Fall Gift & Game; Fall Bio/History. http s:// www.flip sn ack.co m/ in gramcontent /sp rin g ‐ gift b ooks ‐ 20 22/f u ll ‐view.ht ml
IndieWire
https://marketing.ingramcontent.com/mrkng /IndieWire/0923/indie ‐wire.html
K12 Resource (digital; spring, fall, winter)
https://www.flipsnack.co m/ingramcontent/k‐12‐resource‐winter‐2022‐23‐hpf v8lspma/full view.html
My Spanish Bookshelf (digital)
h t t p s : / / w w w . f l i p s n a c k . c o m / i n g r a m c o n t e n t / m y ‐ s p a n i s h ‐b oo ksh elf‐fall‐ 2022/ fu ll ‐view.ht ml
Mystery, Suspense, True Crime
http s:// d iscover.in gramcontent .com /catalo g / myster y‐ su spen se‐ t ru e ‐ crime
Regional Focus (digital; quarterly, with titles divided into four regions https://discover.ingramcontent.com/catalog /region al ‐focus‐spring‐2023
Vendor must be able to create monthly reports on cancelled and back-orderd items and offer onsite auditing of materials in storage if requested by MPL. company can offer to ensure progress of the project.
We are happy to assist Murrieta Public Library with its workflows and information/report needs regarding audits when we are fully knowledgeable of the Library’s requirements.
Order Status Reports
We provide status reports, including our Packing Slip.
The packing slip supplies you with the status of any book shipped, backordered, or out‐of‐print. The packing slip lists titles alphabetically by title. Titles not i ncluded in the initial shipment show a “B” in the “BO” column if they have been backordered. An “S/W” identifies those titles that we will ship from your secondary distribution center.
4. REPORTS AND AUDITS
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Customers receive the Title Status Report monthly. It provides current backorder status information and indicates titles unavailable within your normal backorder period. The reverse side of the Title Status Report lists the most common status codes:
Order Status Information on ipage®
Order Status information is available on ipage®. Under the Order drop down menu, simply click Order Status for a list of Order Easy Clicks:
• All Open Items ‐ This report shows line items currently backordered or being processed and not yet been invoiced.
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• Open Purchase Order Summary ‐ This report shows a summary by PO Number that includes the date ordered, total units open, units in process, and units backordered. The PO Number can be clicked on to receive title‐specific information. • Backordered Items ‐ This report includes titles currently on backorder with the date ordered, the backorder cancel date, EAN, title, format, publication date, PO number, quantity, and the distribution center. You can also cancel a backordered item. • Recently Shipped Orders ‐ This report shows orders shipped within the last 14 days, with the option to view the last 90 days, including the date shipped, order entry number, and shipping tracking number. You can view order details by clicking the order entry number.
You can view delivery status by clicking the shipping tracking number. • Recently Shipped by PO ‐ like the Recently Shipped Orders, this report shows orders shipped within the last 14 or 90 days. It sorts items by PO Number and includes the date shipped, order entry number, and shipping tracking number. You can view order details by clicking the order entry number. You can view delivery status by clicking the shipping tracking number.
• Unacceptable Returns ‐ This report shows items returned that are outside of Ingram’s return policies.
• ipage® Order History ‐ This feature shows the order date and time, PO number, and the name of the person whose account login placed the order. It also provides a link to an Order Confirmation which gives a detailed summary of the order, including title, author, ISBN, whether the item is shipped or backordered, and retail price. • Hard‐T o‐Find Books Order Status ‐ This report shows the status of any books ordered through the optional Hard‐To‐Find Books function on ipage®.
Note: The Shipped/Invoiced Items under Order Status Search appears in ipage® for 90 days, UNLESS the Purchase Order is still open, e.g., there are titles still on backorder or in processing.
Then you may be able to search for older invoiced items.
Online Account Management ipage® has many accounts management tools. Through ipage®, you can:
• Review your current account information, such as standard backorder settings, primary distribution center, and more.
• Keep your contacts up to date with Ingram and make sure the right people receive the information they need to help you manage your account.
• Cancel backorders or change a backorder cancellation date. • View cancellations.
• Print invoices and credit memos.
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• Enable user to look up ISBNs in your library’s OPAC while using ipage. • Set up iMatch to match your collection against titles placed in a selection list on ipage via Z39.50.
• Enable One‐Click ordering (Millennium (III Enhance or INNOPAC) only). • Manage FTP download delivery
ipage® Order History posts for 6 months, and can be sorted by order date, PO number, or “placed by.”
Financial Information available on ipage® includes open and closed invoices and credit memos.
Accounting items are posted for 90 days.
Reports are also available for printing by clicking on the “print version” button.
Returns Reporting ipage® features the following returns reporting options. You can:
• Report shortages.
• Determine the date Ingram received your return items. • Determine the status of a return.
• View credit memo information.
Customized Reporting Options
If standard reporting options do not meet the Library’s needs, I n g r a m c a n p r o v i d e c u s t o m i z e d reporting based on open and closed order data to keep your project on track. These reports will be in Excel format, which can then be filtered and sorted per the Library’s preference.
Excel Reports in ipage ipage offers three headquarters‐level reports, downloadable in Excel format for easy searching and sorting:
• Cancelled Items (items cancelled during the previous month) • Invoiced Items (items invoiced during the previous month) • Open Items (all items, refreshed nightly)
Self‐Help Tools ipage includes easy‐to‐use, self‐help tools, such as “Fin d M y O r d e r ” a n d Help>Report Discrepancies,” both of which are easy to find and use. 330
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F o r m o r e i n f o r m a t i o n a b o u t o u r “ R e p o r t D i s c r e p a n c y ” f e a t u r e , p lease see our information on Returns.
Vendor must be able to meet a 90% fill rate within 90 days of ordering un-catalogued titles.
5. FILL RATES
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Ingram’s senior and executive leadership continually monitors fill rate reports across all market segments. Ingram Library Services is proud that our initial fil l rates are typically 85‐90%, with a fill rate of 95 to 100% shipped or reported within 90 days, on items listed in Ingram’s database. Note that our fill rate includes over 19,000,000 available titles.
Print
91 .78 % shipped at time of initial order
98 .92 % shipped in 60 days
99 .02 % shipped in 90 days
Spoken Word
92 .53 % shipped at time of initial order
99 .30 % shipped in 60 days
99 .44 % shipped in 90 days
DVD/Blu‐ray
77 .85 % shipped at time of initial order*
97 .25 % shipped in 60 days
97 .60 % shipped in 90 days
Ingram’s average fulfillment rates listed above are for in‐print library material. We calculate fill rates for Ingram public library customer s a n d f o r i t e m s a v a i l a b l e t h rough Ingram at the time of order, excluding items unavailable from the publisher at the time of order.
*Note that “On Order” stock for DVD titles shown on ipage® reflects the inventory level in the Ingram Entertainment distribution center. Upon order, we receive them in our distribution center within 24 hours.
Vendor must accept any publisher defective materials back up to one year and issue full credit with no restocking fee.
Ingram’s Returns Policies provide prompt and efficient resolution for reporting and returning materials. A return authorization number is not required, though, in some cases as indicated below, we ask the customer to report returns to Customer Care. Ingram cannot accept return of any product we do not stock or did not provide.
Proc essed Mater i al s
Items with cataloging or processing per Library’s specifications are no longer in resalable condition and, therefore, are non‐returnable, except due to Ingram error.
6. RETURN AND CREDIT POLICY
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N o n ‐ R e t u r n a b l e M a t e r i a l s Each publisher decides whether their product is non‐returnable. Publishers determine this on a product‐by‐product or binding‐by‐binding basis, or as items go out of print, and non‐returnable items are indicated on ipage.
H a s s l e F r e e R e t u r n s
Libraries can return any unprocessed materials, as a “Hassle‐Free” returns, for up to 60 days after the invoice date.
• The library should include a copy of the Hassle‐Free Returns form (found on the back of packing slip or printed from ipage) in each carton shipped to Ingram. • Ingram will not charge a restocking fee for items returned in accordance with our Hassle‐ Free Returns Policy. Beyond the 60‐day window, we may charge a restocking fee.
O v e r s t o c k R e t u r n s
Overstock returns are unprocessed materials returned after the 60‐day window.
We credit Overstock Returns at 50% off the list price, for standard discount books. Short‐discount books receive credit at 10% less than original invoice price:
• Overstock returns are subject to a 10% restocking fee. • Overstock returns for libraries may not exceed 10% of purchases made during the preceding 12 months.
• All product returned to Ingram must be in a marketable condition. • Ingram reserves the right to send back, at the Library’s expense, all products returned to Ingram in a condition in which they cannot be resold.
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• To initiate an overstock return, customers can send the material(s) with the packing slip to the Ingram Return Center. Customers pay return freight for overstock items.
H a r d t o F i n d B o o k s A l i b r i s R e t u r n s P o l i c y If dissatisfied for any reason with a book purchased through ou r Hard‐to‐Find Book program, you may return your purchase to the Alibris distribution center within 30 days for a full refund of purchase. Ingram reimburses shipping costs for returns when t he book’s condition is not as described on ipage.
Please email Ingram Customer Care at ilscu stom erser vice@in gramcontent .com to report a return.
If the return is due to non‐Ingram error, send the material to the Alibris Distribution Center.
I t e m s D a m a g e d i n T r a n s i t o r S h i p p e d d u e t o I n g r a m E r ro r We ask the Library to accept delivery of materials damaged in transit.
Library staff should note product impairment on the carrier delivery receipt and then email our Customer Care Department at ilscu sto merser vice@in gramcontent .com for return instructions. If possible, please take pictures of items received damaged.
We cannot reimburse for claims made after 60 days from invoice date.
Defect s ‐ Boo ks
Ingram understands that defects inside a book may not be detected until after circulation, so t h ere is n o timef rame for ret urn in g p roduct received wit h p ub lish er d efect s . Eligible defects include the following:
• Missing pages
• Contents out of sequence
• Books bound upside down
• Contents different from that indicated on the cover/title • Ink or printing issues
• Crooked pages
• Blank pages
• Malfunctioning disc
• Item received with missing or incorrect disc(s)
• Please note, however, that due to wear and tear circulation can cause, we accept books with broken bindings for up to 60 days after invoice date. 334
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D e f e c t s ‐ A V M a t e r i a l s
• Eligible defects can include damage or defects to individual discs in a multi‐disc set. If the title is currently in stock, we offer the option to replace the entire product, rather than only the damaged discs, as Ingram does not stock individual replacement discs in our inventory.
• Ingram recognizes that individual discs in a multi‐disc title may be lost or damaged after the title is in circulation. Replacements for discs lost or damaged after receipt from Ingram may be available directly from the title’s publisher . For example, Brilliance Audio Library Edition audiobooks offers a guarantee of free disc and vinyl case replacements.
You can obtain publisher contact information for every title in ipage at your convenience, 24 hours a day, 7 days a week.
Please complete and submit a discrepancy form via ipage. You can find the form under the “Help” tab.
Once you have submitted the Discrepancy form, we will send a re turn label, if applicable, to your provided email, and issue a credit memo. You can then submit your replacement order of the item(s) as part of your next regular order.
Credit Memo
Upon proper notification and receipt of returned titles in our distribution center (if required by Ingram), we credit the customer for the full invoiced amount of the item(s). Credits appear on monthly statements, with reference to the purchase order number, and credit memos are visible on ipage.
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
N/A
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the Commodities purchased via Purchase Order and submission of a valid invoice.
PURCHASE ORDER GENERAL CONDITIONS
1. In accepting the award of a Purchase Order from the City of Murrieta, the Supplier agrees to having read and acknowledged these General Conditions.
2. This purchase order shall be governed by the laws of the State of Tennessee.
3. All sales, use, excise or similar taxes to be paid by City must be itemized separately hereon and on invoices. City is ex empt from payment of Federal Excise Tax and supplier shall not charge this tax to Cit y. Charges for Shipping and Han dling should be separated and reflected on the invoice.
4. City's obligation to pay the sum herein stated for any one fisc al year shall be contingent upon the City Council appropriating the necessary fu nds. A fiscal year commences on July 1 and ends on June 30 of the following year. If the City Council fails to appropriate the necessary funds for any fiscal year, then th e Purchase Order shall terminate at no additional cost or obligation to City.
5. Supplier shall use commercially reasonable efforts to provide p roduct and/or services within the time specified by City . If at any time Sup plier believes that goods, materials, equipment, supplies (" item"), labor or services will not be made as scheduled, supplier shall promptly give notice stating the cause of the delay to City.
6. Supplier warrants that the items delivered and the work or services performed shall conform to the specifications, drawings, samples or other description specified by City and shall be fit and sufficient for the purpose intended, merchanta ble, of good materials and workmanship, in good working order and free from defect or faul ty workmanship for a period of at least ninety (90) days, after delivery. When defec tive items or faulty workmanship is discovered, Supplier shall provide all labor, materials, parts and equipment to correct such defect or make such replacement at no expense to the City. Defective items not meeting City's specifications shall be held for Supplier's instructions at Supplier's risk and, if Supplier so directs, will be returned at Supplier's expense.
7. City shall not be liable for, and Supplier shall defend (with a ttorneys approved by City), indemnify, and hold harmless City and its officers, agents, employees and volunteers (collectively "City Parties"), against any and all claims, deductibles, self insured retentions, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or char acter, including attorneys' fees and court costs (“Claims"), which arise out of or are in any way connected to the work performed by Supplier by this Agreement arising either directly or indirectly from any act, 337
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error, omission or negligence of Supplier or its officers, empl oyees, agents, contractors, licensees or servants. Supplier shall have no obligation, howev er, to defend or indemnify City Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the negligence or willful misconduct of City Parties.
8. City reserves the right to terminate this Purchase Order, or an y part of it, at any time even though Supplier is not in default. In the event of de fault, Supplier shall have a reasonable opportunity to cure no less than thirty (30) days. O n receipt of notice of termination, Supplier shall, unless such notice otherwise directs, immediately discontinue all work on the Purchase Order and deliver, if and as directed, to City all completed and partially completed items and work in process. This section sha ll not limit or affect the right of City to terminate this Purchase Order immediately upon Supplier's breach.
9. City reserves the right to terminate this Purchase Order or any part of it and reject delivery of items if delivery is not made when and as specified . Supplier shall be charged for any losses sustained by City by reason of such delay or failure, except losses caused by a delay for reasons beyond Supplier's reasonable control. Direc t losses shall include any costs to City in excess of the Purchase Order price of obtaining items or services from other sources similar to those terminated or rejected.
10. Supplier shall not substitute items without approval of the Cit y Purchasing Agent or designee.
11. Supplier shall keep confidential and not disclose or use in any way confidential business or technical information that the City may disclose in conjunction with this Purchase Order that Supplier may learn as a result of entering City property to deliver items or services or to perform work hereunder.
12. Supplier shall not assign this Purchase Order or any part hereo f or any payments due hereunder or delegate any duties without City's prior written approval.
13. This Purchase Order shall not be amended, modified or rescinded, except by written agreement signed by the parties and expressly referring to this Purchase Order.
14. Supplier shall comply with all a pplicable federal, state and lo c a l l a w s , r u l e s , regulations and ordinances pertaining to the subject matter her eof, and shall obtain all necessary licenses and permits related to the items, work or services.
15. Supplier, its employees, and agents shall be considered independent contractors and not employees or agents of City.
16. City’s purchases are based on it s actual needs and requirements . City is obligated only to purchase those items and those quantities that City nee ds and requires, regardless of any estimated quantities provided to the Supplier.
17. Shipping – Deliveries must be prepaid (FFE) freight. City will not accept COD shipments. Packing lists must accompany each shipment, showing purchase order number, 338
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description and part number for each item. Shipments must be id entified as “PARTIAL” or “COMPLETE”. Over shipments, unless specifically authorized, will not be accepted.
18. Material is subject to Purchasing Agent’s inspection and approv al within a reasonable time after delivery; if specifications are not met, material may be returned at Supplier’s expense.
19. Invoicing – Send invoice promptly upon shipment, showing purcha se order number. Invoice each Purchase Order separately, in duplicate.
20. Payment - Supplier shall submit invoices to the City for paymen t of goods and services rendered. Unless otherwise specified, the City shall p ay properly submitted invoices not more than 30 days after (i) the acceptance of good s or services by the City; and (ii) receipt of an undisput ed invoice. Late payment penalti es shall not apply to this order.
II. The total compensation for all Services shall not exceed the Contract Sum as provided in the Cover Page of this Agreement.
III. Consultant’s billing rates for Commodities are attached as Exhibit C-1. 339
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EXHIBIT “C-1”
SCHEDULE OF COMPENSATION
Titles ordered under our optional Hard-to-Find Books Service sh ip from Alibris's distribution facility, not an Ingram warehouse. They will not combine with your Ingram orders for shipping and may have different turnar ound times and shipping methods. T hese titles are sold at the net price shown, plus a $3.95 per book shipping and handling fee if shipped within the United States.
Special Terms for Hard-to-Find Books Service
Not covered under Ingram contract terms and discounts. Do not receive cataloging or processing services.
Receive net pricing.
No minimum order required.
Ingram invoices customers for Alibris orders, and these invoice s also appear on the monthly Ingram statement.
Titles ship from Alibris's distribution facility, not an Ingram warehouse. Therefore, they ship separately from your Ingram orders, perhaps with a different carrier and may have different turnaround times and shipping methods.
Delivery charges and freight charges vary from your standard Ingram orders, and we apply a $3.95 per book shipping and handling fee if shipped within the United States.
Paperback pre-binding services are offered through Ingram's par tnership with The HF Group (formerly Heckman Bindery). The cost of this service is $7.00 per book ($14.65 for set binding for custom book box set). Since this is a pass-through charge, any price increases will be passed along to the Library.
The resulting product provides:
Strong, double-fan adhesive binding
Archival quality endpapers and adhesives
Flex-board reinforced spine
Flannel-cloth binding reinforcement
Digitally reproduced graphics Nylon lamination film Durable binder's board cover
01375.0023/944886.1
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Discounts
Format Discount
Hardcover 45.0%
Trade Quality Paper 40.0%
Mass Market Paper 40.0%
Publisher's Library
Binding
15.0%
Prebind 10.0%
University Press 10.0%
Shorts 10.0%
Graphic Novels 40.0%
Nets 0.0%
Spoken Word 45.0%
DVD < $14.99: 35.0%
$15.00‐$19.99:
30.0%
Music 5.0%
*Short Discount/Non-Trade: Lower demand, small print-run books in various bindings, and includes graphic novels, legal, t echnical, reference, scientific, and medical titles as defined by Ingram subject categories. Title s are generally published by sm all 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 Ingram's purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges.
** Ninety to ninety-five percent of all Spoken Word Audio CD is at the 45% discount; however, some Spoken Word Audio is short discounted by the publisher. *** Although the majority of Ingram's DVD inventory is eligible for the maximum discounts, some titles receive smaller discounts.
Definitions of Binding Types and Presses
Discounts are applied to the publisher's current list price. Pr ior to placing an order, the Library can determine estimated discounted pricing for an entire list by utilizing the Price this List feature on ipage@
In determining which titles receive less than full trade discou nts, Ingram categorizes books for pricing purposes by considering the binding, cost of acquisitio n, general marketing categories,
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publisher's discount, and other factors as defined by the Definitions of Binding Types and Presses provided. Ingram reserves the right to be the sole and final determinant of the pricing category.
Trade Hardcover: High demand fiction and nonfiction books published with a glued binding and a hardcover. These titles are t ypically for the general consume r and produced by widely distributed publishers. Trade bindings may also be referred to as retail trade editions, trade books, hardbound books, hardback books, cloth bound books or cloth cover books. Publishers normally produce these titles in larger print runs.
Quality Paperback: High demand fiction and nonfiction books wit h paper covers and generally no size restriction. Any illustrations or graphics may be placed throughout the book; both paper and printing are high quality. These titles are typically for t he general consumer and produced by widely distributed publishers . This binding may also be refe rred to as trade paper or trade paperback. *
Mass Market Paperback: High demand books with paper covers that are produced in a size to fit a standard retail store display and generally deal with subjects of mass appeal. Any illustrations are grouped together in one section of the book. *
Library Bindings: Books of higher quality publisher bindings, usually fanned and glued, and may also be sewn. Books may be identified as Library Bindings on ipage@
Universitv Press: The binding types may vary for these titles (i.e., Hardcover and/or Paperback), but all are published by a University Press.
Short Discount/Non-Trade: Lower demand, small print-run books i n various bindings, and includes graphic novels, legal, technical, reference, scientifi c, and medical titles as defined by Ingram 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 Ingram's purchasing requirements. Ingram is pleased to make this broad b ase of titles available to our customers with no service charges.
Large Print: Ingram does not recognize large print as separate binding type for discount purposes.
Large print titles receive disc ounts according to binding/press assigned to the ISBN ordered as outlined above.
Graphic Novels: A narrative work in which the story is conveyed to the reader using comic form.
The term is employed in a broad manner, encompassing nonfiction works and thematically linked short stories as well as fictional stories across several genres.
Picture Bookse Board Bookst Easy Readers, and Big Books: These juvenile genre categories are not discounting categories used by Ingram. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. We estimate that at least 80% would receive the full trade discount.
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Prebound Books: Paperback books bound into a hardback edition. Our inventory also includes over 17,500 prebound titles from Perfection Learning and San Va l (Turtleback Books), and are identified on ipage@ as Prebound-Sewn or Prebound-Glued
World Language Materials: Ingram does not recognize Spanish lan guage (or any world languages) as a discounting cate gory. These books will receive the discount appropriate to the specific binding/press ordered as outlined above.
Spoken Word Audio: Audiobooks produced for the general consumer and dealing with subjects of mass appeal. Spoken Word audio may be abridged or unabridged and are generally sold by publishers at full trade discounts, however some titles may be short discounted by the publisher.
Ingram does not differentiate between MP3 CD and Audio CD formats for discounting purposes.
Book and spoken word audio kits will receive discounts based upon classification of the title, typically by the publisher, as a book or as a spoken word audio. If classified as a book, it will receive the discount appropriate to the specific binding/press assigned to the ISBN ordered.
DVD and Blu-ray: Currently, Ingram provides pre-recorded titles in these categories under a single discount. However, should a new format of DVD emerge in the industry for which studios apply different purchasing terms, Ingram will notify the Librar y of the discount applicable to that new format.
Net: Low demand, small print run books in various binds and cat egories upon which Ingram receives minimal or no purchase discount. This category of book will receive a 0% discount.
Ingram is pleased to make this broad base of titles available t o our customers with no service charges.
*See Short Discount for explanation on titles that may fall outside of this discount category.
Freight Terms
We are pleased to offer Ingram-paid freight from your designate d primary and secondary distribution centers. We hold orders until a minimum quantity of 15 units is met. The qualifying unit quantity is subject to change with notice. Items picked, p acked, and shipped together count as an individual shipment.
Ingram chooses the most cost-eff ective shipping method but uses UPS ground service to transport most of Ingram's goods. Ingram reserves the right to adjust distribution center designations to provide the most favorable service to your Libr ary. We ship FOB Destination.
With FOB Destination, Ingram is responsible for product until d elivered to its destination; liability lies with the receiving agency thereafter.
When freight charges on an individual account surpass 3.0% of t he account's expenditures, Ingram reserves the right to add fuel surcharge, with notice. T hese charges appear as Shipping and Handling charges on your invoice and are subject to change with notice.
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Payment Terms
Payment terms under this contract shall be NET 30 EOM. We requi re payment for invoices within these terms for purchase orders completed or not completed.
While other vendors demand payment from invoice date, we calcul ate our terms on statement date at the end of each month. With payment due 30 days from st atement date, your payment is due an average of 45 days from invoice (30-59 days).
You must report invoice discrepancies to Ingram within 30 days of the invoice date. All discrepancy reports must include an invoice number and date of invoice. Discrepancies reported after 30 days from invoice date do not receive adjustment.
For opening day collections, Ingram can store product and ship to you at an ag reed upon date under the following terms: We invoice items when we store them in an Ingram facility after receiving processing and cataloging services. Stored items are payable within 30 days EOM.
Ownership and title of product passes to the Library upon invoice. ipage@ ipage is Ingram's online collection development and orde ring tool for librarians, combining the industry's largest inventory with complete title information, including pre-pub metadata, collection development resources, reviews, and real-time stock check. Customers with a current, active Ingram account are eligible for a free subscription to ipage, which offers libraries easy-touse ordering capabilities and other features at no cost for unlimited concurrent users.
You can access ipage at https://ipage.ingramcontent.com. Via ipage, you can access and manage your library's account (s) specific information, at your conven ience, 24 hours a day, 7 days a week.
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EXHIBIT D
SCHEDULE OF PERFORMANCE
N/A
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EXHIBIT E
INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 (or its equivalent) covering CGL on an “occurrence” basis, including products and completed operations, property da mage, bodily injury and personal & advertising injury with limits no less than
$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)
3. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
4. Cyber: Vendor/Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
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If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
Umbrella or Excess Policy
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
Notice of Cancellation
Each insurance policy required above shall provide that coverag e shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subro gation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessa ry to affect this waiver of
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subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense e xpenses within the retention. The policy language shall not limit who provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. The CGL and any policies, including Excess liability policies, may not be subject to a self-insure d retention (SIR) or deductible that exceeds $25,000 [fil l in the amount for your co mfort level for the specific Consultant and job – it could be much higher, or in the case of a very small Consultant, you might want it lower] unless approved in writing by City. The Professional Liability and Cyber Liability policies may not be subject to a SIR or deductible that exceeds $1,000,000 unless approved in writing by City. Any and all deductibles and SIRs shall be the sole responsibility of Consultant or subcontractor who pr ocured such insurance and sha ll not apply to the Indemnified Additional Insured Parties. City may deduct from a ny amounts otherwise due Consultant to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City reserves the right to obtain a copy of any policies and endorsements for verification.Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best’s r ating o f no less than A:V II, unless ot herwise acc eptable to the City.
Claims Made Policies (note – should be applicable only to professional liability, see below) If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “ ex tended reportin g” cov erage for a minimum of five (5) years after completion of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to reasonably require complete, certified copies of all required insurance policies, including endorsements required by these 348
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specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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CITY OF MURRIETA
City Council Meeting Agenda
Report
6/4/2024
Agenda Item No. 8.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Ambrose, Community Services Director
PREPARED BY: Gretchen Sedlacek, Asst. Management Analyst - Library SUBJECT:
California State Library EmPOWERing Access Project
RECOMMENDATION
Accept an award from the California State Library EmPOWERing Access Project for one ADA-accessible privacy booth and ten solar charging devices; and
Authorize the City Manager to execute any grant award documents from the California State Library for the privacy booth and solar charging devices.
PRIOR ACTION/VOTE
None.
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
BACKGROUND
The California State Library recently released a grant opportunity to provide selected libraries with ADA- accessible privacy booths, solar charging devices, and repair tool kits. The purpose of the State grant is to encourage library users to connect with their community and provide new ways to access information and learn new skills.
After discussing the details of the privacy booths with various City departments (Murrieta Fire and Rescue and Information Technology), the Murrieta Public Library submitted a request (Attachment 1) and was allocated one ADA-accessible privacy booth and ten solar charging devices. The privacy booth is an individual, free- standing, self-contained workstation that is designed to provide additional privacy to library patrons. What makes the workstation unique is that it is designed specifically for those who have to utilize a wheelchair. Once installed, the ADA-accessible privacy booth will be able to be reserved by Murrieta Public Library patrons. The solar charging devices will be added to the Library of Things collection for the public to check out.
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Agenda Item No. 8.
FISCAL IMPACT
There is no cost-sharing or obligation for the City to accept this grant award. However, it is not a reimbursable grant. The charging devices and privacy booth will be shipped directly to the Library at no cost to the City.
Minor costs for the booth's installation could be realized, but funding is available within the Library’sOperating Budget to cover those expenses.
ENVIRONMENTAL IMPACT
None.
ATTACHMENTS
1. Online Survey Request/Application
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EmPOWERing Access - Project Application
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Q1
Library Name (Library System / Jurisdiction)
Murrieta Public Library
Q2
Library Director Contact Info
Director Name Melvin Racelis
Email [email protected]
Q3
Main Project Contact InfoName of the library staff member who will be the main point of contact for the entirety of the project.
Name Gretchen Sedlacek
Job Title Asst. Management Analyst
Email [email protected]
Phone Number (951) 461-6147
Q4
Shipping Address for itemsThe shipping address will be where vendors ship items requested directly to the library.
Street Address 8 Town Square
City Murrieta
State CA
Zip Code 92562
#30#30
COMPLETECOMPLETE
Collector:Collector: Web Link 1 Web Link 1 (Web Link)(Web Link) Started:Started: Tuesday, April 02, 2024 9:22:36 PMTuesday, April 02, 2024 9:22:36 PM Last Modified:Last Modified: Tuesday, April 02, 2024 10:03:45 PMTuesday, April 02, 2024 10:03:45 PM Time Spent:Time Spent: 00:41:0900:41:09
IP Address:IP Address: 47.144.254.22047.144.254.220