CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]
2. Term. The effective date of this Contract is and it terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
B y :
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
B y :
B y : T i t l e :
City Attorney
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President
and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
October 11, 2022
Ms. Wylendia R. Eastman
Administrative Librarian
Richmond Public Library
325 Civic Center Plaza
Richmond, CA 94804
RE: Pricing Proposal – Firm Order Print, Spoken Word Audio & Audio Visual Materials
Dear Ms. Eastman,
Thank you for allowing Baker & Taylor the opportunity to provide a pricing proposal for the Richmond Public Library.
Our proposal is outlined on the following pages. Discounts shall remain fixed for the initial three (3) year term of the contract. Baker & Taylor reserves the right to renew the terms and conditions of the contract if mutually agreeable to the contracting parties.
Attached to this proposal is Baker & Taylor’s standard Notice of Pricing Proposal Acceptance. Should the Library choose to accept this offer, please complete and return the form (final page).
Should you have any questions regarding this proposal, please do not hesitate to contact me at (800) 775-7930, ext. 3248. I will be happy to assist in any way.
Thank you again for this opportunity. We look forward to working with you and the Library staff.
Best Regards,
Jennifer Rhyne
Jennifer Rhyne
Manager, Pricing Projects & Analytics
Baker & Taylor, LLC
2810 Coliseum Centre Drive
Suite 300
Charlotte, NC 28217
(800) 775-7930, ext. 3248
[email protected]
Terms and Conditions of Sale
Please see the following Attachments, outlining discount and service terms:
Attachment A Customized Library Services Pricing
Attachment B Discount Schedule and Terms of Sale
Attachment C Material Category Definitions
Attachment D Description of Enhanced Services Program
Attachment E Return Policies
Ordering
Orders may be placed by mail, toll free te lephone, toll free fax, or electronically via our websites or the ordering library’s ILS.
Book / Spoken Word DVD / Music CD
Baker & Taylor Baker & Taylor
Ordering Department Ordering Department-Entertainment 3584 Old Maysville Road 2810 Coliseum Centre Drive – Ste. 300 Commerce, GA 30529 Charlotte, NC 28217
Toll Free Telephone: 800-775-1100 Toll Free Telephone: 800-775-2600 Toll Free Fax: 800-775-7480 Toll Free Fax: 888-285-8922
Shipping
Orders will be delivered FOB Destination, with Free Shipping from your primary service center in Commerce, GA.
A transportation surcharge of 1% per invoice total (excluding cataloging and processing fees) for books and spoken word audio materials will appear as a separate line item on each invoice. The maximum fee will be $25.00 per invoice.
Staff accounts (for personal use) are available; orders for these accounts will be taxed appropria tely and will be invoiced for any shipping costs.
Invoicing
Invoices are gene rated with eac h shipment a nd will be sent directly to the ordering Library or billing entity as designated. Payment terms are net 30 days from the date of invoice.
Returns
Baker & Taylor will accept the authorized return of items that are damaged, defe ctive (i.e. pu blisher’s defects), or incorrectly shipp ed. The enclosed Baker & Taylor Return Policies (Attachment E) provide detailed information on credits and returns.
Account Representative/ On-Line Support
Your Account Representative is available to assist with an y questions or special requirements. Contact information is listed below.
Christina Edgmon
800-775-1200, ext. 2498
[email protected]
You may view the status of any order, at any time, on-line, via our On-Line Customer Support website.
On-line Customer Support (OCS) is available to Libraries via our website at http://www.baker-taylor.com. OCS is Baker & Taylor's free web -based account management system. OCS's sophisticated search options include the ability to query orders by Purchase Order Num ber, B&T Number, ISBN, and Order Date Range. You can also view detailed information, including order and account status, warehouse location, quantities and prices, and shipping details.
Attachment A
PRINT AND SPOKEN WORD AUDIO MATERIAL
We are pleased to propose the following pricing for print and spoken word audio material. Baker & Taylor/CLS reserves the right to adjust pricing if the Library’s requirements change at any time throughout the project. Should the library require additional services in collection development, cataloging, processing, reporting, storage, or shipment, Baker & Taylor/CLS may adjust pricing accordingly. If the library system cannot be accessed via our Z39.50 methodology, then CLS may discuss alternative methodologies for system and shelf ready material. It should be noted that the cost for an alternative methodology other than what is outlined within this proposal, would be different than the pricing quoted below. All items will be supplied by CLS unless otherwise noted:
PRINT ONGOING COLLECTION SERVICES…………………………………………………………………………………………..………………………$4.25/UNIT INCLUDES:
1. ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL
2. ITEM LINKING
3. PROJECT MANAGEMENT SUPPORT
4. MYLAR JACKET
5. SPINE LABEL
6. LABEL PROTECTORS
7. BIBLIOGRAPHIC LABEL
8. BARCODE / EYEREADABLE BARCODE
9. PROPERTY STAMP (TOP EDGE)
10. BRANCH LABEL
11. J LABEL
12. REFERENCE LABEL
13. COLORED TAPE
14. BLACK DOT (SPANISH BOARD BOOKS)
15. NEW LABEL
16. 7 DAY LOAN LABEL
17. 3M TATTLE TAPE
SPOKEN WORD AUDIO ONGOING COLLECTION SERVICES……………………………………………………………………………………$6.20/UNIT (1) INCLUDES:
1. ADAPTIVE AND COPY CATALOGING WITH CIP UPGRADES WHERE NEEDED, UTILIZING Z39.50 PROTOCOL
2. ITEM LINKING
3. PROJECT MANAGEMENT SUPPORT
4. REPACKAGE INTO STANDARD DMP SPOKEN WORD AUDIO CASE
5. HUB LABEL (ALL DISCS)
6. BIBLIOGRAPHIC LABEL (INSIDE CASE)
7. DIGITAL MEDIA PROCESSING TO INCLUDE:
* BRANCH LABEL
* BARCODE LABEL
* SPINE LABEL
* OWNERSHIP LABEL
* J LABEL FOR JUVENILE MATERIAL
ADDITIONAL SERVICES AT THE LIBRARY’S REQUEST:
JUVENILE KITS CATALOGING AND PROCESSING (ADDITIONAL) …………………………………………………….………………………$2.25/UNIT
LAMINATE PAPERBACK COVERS (ADDITIONAL)
10 MIL CLEAR POLY ………………………………......................................................…………….....……………$2.09/UNIT 7 MIL CLEAR POLY ………………………………...……………………………………………………….………...……………$1.59/UNIT ORIGINAL CATALOGING ………………………………………………………………………………………………………..………………….…$10.00/TITLE FOR THOSE RECORDS WHERE CATALOGING IS NOT AVAILABLE IN THE LIBRARY’S DATABASE OR B&T’S CATALOGING UTILITY, CLS WILL PROVIDE AN ORIGINAL CATALOGING RECORD FOR $10.00/TITLE. TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE FOR THE FIRST COPY OF EVERY TITLE ORDERED. IF MULTIPLE COPIES OF A TITLE ARE ORDERED, THE $10.00 CHARGE WILL ONLY APPLY ONCE, HOWEVER, THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE.
(1) DUE TO SUPPLIER RESTRICTION, DIGITALLY SCANNED ARTWORK IS NOT AVAILABLE FOR BLACKSTONE AUDIO PRODUCT.
A/V MATERIAL
We are pleased to propose the following pricing for Audio Visual Material. Please note: Pricing is subject to change based on specifications or case changes. If the library requires alterna te processing or cataloging requirements , it is at the discretion of CLS to adjust pricing accordingly.
A/V CATALOGING AND PROCESSING
DVD / BLU-RAY……………………………………………………………………………………………………………..……………………………… $5.75/UNIT* INCLUDES:
1. ADAPTIVE AND COPY CATALOGING UTILIZING Z39.50 PROTOCOL
2. ITEM LINKING
3. PROJECT MANAGEMENT SUPPORT
4. REPACKAGE INTO STANDARD CLEARVU LOCKING DVD CASE
5. HUB LABEL (EACH DISC)
6. BIBLIOGRAPHIC LABEL
7. 7 DAY LOAN STICKER
8. DIGITAL MEDIA PROCESSING TO INCLUDE:
* BARCODE LABEL
* SPINE LABEL
* OWNERSHIP LABEL
* BRANCH LABEL
* J LABEL FOR JUVENILE MATERIAL
* BLURAY STICKER
* TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00/TITLE. THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT, INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE.
* AV CATALOGING AND PROCESSING PRICES FOR CDS AND DVDS ARE FOR BOTH SINGLE AND MULTIPLE DISC RELEASES.
PLEASE NOTE: CATALOGING/PROCESSING SERVICES ARE NOT AVAILABLE FOR PRODUCT ISSUED BY BUENA VISTA HOME ENTERTAINMENT, AKA WALT DISNEY
STUDIOS HOME ENTERTAINMENT (BVHE)
Attachment B
Baker & Taylor
Discount Terms and Conditions of Sale (Firm Order Print Book) Richmond Public Library (Richmond, CA)
Baker & Taylor is pleased to offer the discount terms and conditions contained in this Attachment B. The pricing grid be low provides discounts for each product category offered by Baker & Taylor.
Product
Category
Category Definition *
Price Indicator
Discount
I.
Adult Trade Hardcover Editions
(Popular Fiction & Non-Fiction)
0 (zero) (Hardcover Trade Editions)
C (Hardcover Computer Books) 43.0%
II. Juvenile Trade Hardcover Editions
(Popular Fiction & Non-Fiction)
J
43.0%
III.
Adult Quality Paperback Editions
(Popular Fiction & Non-Fiction)
B (Paperback Trade Editions)
C (Paperback Computer Books)
1-2 copies/title 37.0%
3+ copies/title 40.0%
IV.
Juvenile Quality Paperback Editions
(Popular Fiction & Non-Fiction)
G 1-2 copies/title 37.0%
3+ copies/title 40.0%
V.
Mass Market Paperback Editions
P 1-2 copies/title 37.0%
3+ copies/title 40.0%
VI.
Single Edition Reinforced (Juvenile)
R
40.0%
VII.
Publisher Library Edition (Juvenile)
Z 20.0%
VIII.
University Press Trade Editions
A 10.0%
IX.
Text, Technical, Reference, Professional
Medical, Small Press, some University Press
titles (excluding University Press Trade
Editions) and/or Titles of Limited Demand
(may be of any binding and include some
spoken word audio)
S/X/N - (Text, Technical, or Reference Editions)
L - (Hardcover Editions from Small Press and
Hardcover Titles of Limited Demand—primarily
Adult)
7 - (Hardcover Titles of Limited Demand—
primarily Juvenile)
M - (Paperback Editions from Small Press and
Paperback Titles of Limited Demand—primarily
Adult)
1 - (Paperback Titles of Limited Demand—
primarily Juvenile)
T/U/V/W/4/Letter O - (Specialty Textbooks)
5/6/8 - (Professional Medical Titles)
S = 5.0 %
X = 5.0 %
N = 0.0 %(b)
L = 5.0 %
(c)(d)
7 = 40.0 % (d)
M = 5.0 %
(c)(d)
1 = See
Category IV(d)
T = 0.0 %
U = 0.0 %
V = 0.0 %
W = 0.0 %
4 = 5.0 %
Letter O = 5.0%
5 = 0.0 %
6 = 0.0 %
8 = 0.0 %
X.
Imported English and Non-English Language
Editions
F/K/ 3
0.0%
XI.
Enhanced Service Program
Y / Q
0.0 % + $ 4.95 / unit (e)
XII.
Spoken Word Audio
H
45.0%
XIII.
XIV.
Board Books
Novelty Items/Activity Books
I 40.0%
XV. Special Programs, such as:
- PawPrints Editions
- Turtleback Editions
D
E
D = 0.0%
E = 15.0%
1 of 2 (Continued on the following page)
Attachment B (Continued)
Baker & Taylor
Discount Terms and Conditions of Sale
(a) Please see Attachment C for full category definitions, which are attached hereto and incorporated herein by reference. Materi als produced for TextStream print-on-demand services may fall into any category. (b) Titles which receive minimal publisher discount will be invoiced at publisher’s list price. (c) Represents publishers with limited sales volume, based upon a semi -annual review. These titles may be of a ny binding type or publisher of origin.
(d) Represents individual titles whic h do not qualify for preferred stock status (based upo n a quarterly review) and individual titles which qualify for preferred stock status , but have limited demand (calculated ov er a rolling 12 month period). These titles may be of any binding type or publisher of origin.
(e) Titles where Baker & Taylor rec eives no discount from the publisher or prepayment is required by the publisher or p ublishers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price plus $4.95/unit service charge.
Also, please note that:
• Publisher’s list price is subject to change without notice.
• Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment.
• Baker & Taylor reserves the sole right to be the final determinant of product cate gories, category definitions and price indicators. The discounts vary based on this determination.
• Titles are categorized b y Baker & Taylor for pricing purposes by considering the binding, general mark eting categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to r elationships with publishers such as shipping terms, payment terms, publisher’ s discount, returnability to publishers and other factors.
• Product categories, category definitions and price indicators are subject to change at Baker & Taylor’s sole discret ion, without notice, based upon the above-described factors for categorizing titles.
• For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor’s estimate of market conditions.
• For imported titles where no publisher list price is assigned by the publisher f or the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price in its electronic catalog which is based upon Baker & Taylor’s estimate of market conditions.
• For PawPrints editions, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor’s estimate of market conditions.
• Titles of limited dema nd or from small or specialty publishers generally are included in Product Cat egory IX or Product Category XI.
• The discount terms and conditions in this Attachment B do not apply to Baker & Taylor’s Continuation Services or Approval Programs.
• Baker & Taylor provides an invoice that identifies the publisher’s current list price, t he discount offered, and the exact price charged for each title ordered.
Attachment B-2
DVD / Blu-ray
Discount from
Manufacturer’s Current List Price
DVD / Blu-ray ................................................................................................... 27.0%
List prices are manufac turers’ suggested list prices, w here available. Where no list price is supplied by the manufacturer, a list price will be assigned by Baker & Taylor.
PLEASE NOTE: CATALOGING/PROCESSING SERVICES ARE NOT AVAILABLE FOR PRODUCT ISSUED BY BUENA VISTA HOME ENTERTAINMENT, AKA WALT DISNEY
STUDIOS HOME ENTERTAINMENT (BVHE)
Attachment C
Category Definitions
I. Adult Trade Hardcover Editions (0, C) (may include some spoken word audio materials) High demand materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal.
These titles are typically released in hardback and can be either fiction or current non-fiction. Publisher promotional/media expenditures and print runs are customarily higher for these titles than for most others. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses).
An example of a trade edition would be: 14th Deadly Sin by James Patterson, ISBN: 9780316404021.
II. Juvenile Trade Hardcover Editions (J)
High demand, juvenile materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically released in hardback and can be either fiction or current non-fiction. Publisher promotional/media expenditures and print runs are customarily higher for these titles than for most others. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses).
An example of a trade edition would be: Are You Ready to Play Outside by Mo Willems, ISBN: 9781423113478.
III. Adult Quality Paperback Editions (B, C)
High demand paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be:
The Boys in the Boat by Daniel Brown, ISBN 9780143125471.
IV. Juvenile Quality Paperback Editions (G)
High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: Tuck Everlasting by Natalie Babbitt, ISBN: 9780312369811.
V. Mass Market Paperback Editions (P)
A standard rack size paperback typically found in bookstores or other retail outlets. An example of a mass market paperback would be: The City of Ember by Jeanne Duprau, ISBN: 9780375822742.
VI. Single Edition Reinforced (R)
A high quality binding designed to provide a long shelf life in a heavy use environment. Although the binding is fanned and glued it may not be sewn, which is typically found in the publisher library edition. Subject content can include both fictional and non-fiction works appealing to juveniles as well as adults. These bindings are identified by the publisher to Baker & Taylor. An example of a single edition reinforced binding would be: Because of Winn Dixie by Kate DiCamillo, ISBN 9780763650070.
VII. Publisher Library Editions (Z)
Fiction as well as non-fiction materials appealing to both juveniles and adults, designed with the rugged durability required of the environment typically found in a library setting. Publisher Library Editions are traditionally of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding. These bindings are identified by the publisher to Baker & Taylor. An example of a publisher library edition would be: Curious George Visits the Library by Margaret Rey, ISBN: 9781599614199.
VIII. University Press Trade Editions (A)(may include some spoken word audio materials) This category would include any University Press Trade Editions, both adult and juvenile, and are subject to publisher reclassification. An example of a university press trade edition would be: Alexander McQueen: Savage Beauty by Andrew Bolton, ISBN: 9780300169782.
IX. Text, Technical, Reference, Small Press, and/or Titles of Limited Demand (S, X, N, L, M, V, T, U, W, Letter O, 1, 4, 5, 6, 7, 8) Category of materials includes, but is not limited to, text, technical, reference, professional medical, small press, and some university press titles (excluding University Press Trade Editions). It includes titles purchased from publishers on a non-returnable basis, those publishers that extend little discount to Baker & Taylor, and publishers whose titles have limited sales volume based upon a semi-annual review.
It includes individual titles which do not qualify for preferred stock status (based upon a quarterly review) and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). Additionally, any publisher which is not in compliance with some of Baker & Taylor's purchasing requirements could be in this category. Materials in this category are both adult and juvenile, may be of any binding and may include some spoken word audio materials.
Examples within this category would be: The Merck Index, ISBN: 9781849736701, Strategies That Work, ISBN: 9781571104816, Beauty and the East ISBN:
9781566563871, Generals of the Bulge: Leadership in the U.S. Army’s Greatest Battle ISBN 9780811711999, and Floods, ISBN 9781624030031
X. Imported English and Non-English Language Editions (F,K,3) Titles produced and distributed outside of the domestic US. These titles may be of any binding type and represent various publishers. An example would be El Angel Caido by Nalini Singh, ISBN 9788490625224.
XI. Enhanced Service Program Titles (Y/Q)
This category includes materials where Baker & Taylor receives no discount from the publisher, or prepayment is required by the publisher, or publishers which have restrictions on returns, or books of small or non-commercial publishers with limited sales volume based upon a semi-annual review. Any publisher which is not in compliance with Baker & Taylor's purchasing requirements would be in this category. Materials in this category may be of any binding. These titles will receive no discount and are subject to a service charge. An example within this category would be: Business Income Coverage Guide, ISBN: 9781941627532.
XII. Spoken Word Audio (H)
Materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles can be either fiction or current non- fiction. An example of a spoken word audio edition would be: The Complete Sherlock Holmes by Sir Arthur Conan Doyle ISBN: 9781491542286.
XIII. Board Books (I)
Durable materials from widely distributed domestic publishers designed for young children; pages are manufactured of heavy gauge cardboard to prevent tearing.
These editions typically feature few pages, simple themes and colorful illustrations or photographs. An example of a board book would be: Runaway Bunny by Margaret Wise Brown, ISBN: 9780061074295.
XIV. Novelty Items/Activity Books (I)
Specially packaged gift set or novelty item related to a book product or attached as an accessory to a book product. These items would include a book with toy, rag books, washable cloth books, books with accessories or kits, electronic sound books, sticker books, tracing books or coloring books. This category also includes any non-book merchandise such as model kits, hobby kits, flash cards or jigsaw puzzles. An example of an item in this category would be: Very Hungry Caterpillar Cookbook & Cookie Cutters Kit by Lara Starr, ISBN 9781452125527.
XV. Special Programs (D and E as indicated in Attachment B) Programs, formats, or editions offered only by Baker & Taylor or not included in any other category. These programs include but may not be limited to PawPrints and Turtleback editions. Examples of items in this category would be: Clifford’s Valentines Day by Norman Bridwell, ISBN 9781435201736 and Junie B. Jones is Captain Field Day by Barbara Park, ISBN 9780613337670.
Attachment D
Enhanced Services Program
Baker & Taylor is pleased to provide a service that will save the library time and money when procuring titles from small or hard to find publishers. By utilizing B&T's vast publisher and title database, the library can purchase a wide variety of low demand and small print run titles from associations and limited edition, prepayment, and non-returnable publishers.
Baker & Taylor's Enhanced Services Program provides libraries with access to millions of active book titles representing over 75,000 imprints. This breadth of coverage is greater than that of any other book industry wholesaler.
The Enhanced Services Program program builds on B&T's already outstanding publisher relations by:
Expanding our vendor relations team responsible for the follow-up of all publisher orders, thereby improving the speed of delivery of all titles to the library.
Widening our publisher base to include hundreds of small non-commercial publishers formerly considered “Apply Direct” by the book industry.
Increasing our reporting capabilities by providing order status for 100% of all title not yet published and by supplying anticipated release dates for all out of stock items.
Titles supplied from small non-commercial publishers which require prepayment or where B&T receives no discount from the publisher will be invoiced at list price plus a $4.95/unit surcharge.
In order to provide these enhanced title acquisition services, B&T will apply a service charge to qualifying titles. If you would like to determine whether a specific title belongs to this program, you may check the Title Source title database.
These titles will appear with a Y or Q in the discount code field. You may also telephone your Customer Service or Order Entry Representative to determine program titles before placing an order.
As a convenience to the library, B&T can exclude these titles from all orders by adjusting the library’s account profile.
Please contact Customer Service at 800-775-1200 for additional information.
Attachment E
Institutional Returns Policy
(Revised July 2015)
The following guidelines are requi red to ensure prompt handl ing of your return. All product returns ( excluding Book Leasing programs ) require prior authorization from a Customer Service Representative. You may conta ct your appropriate representative via the toll-free number listed on your packing list.
How to Obtain Return Authorization
Please use the Return Authorization Form from your shipment's packing list to make all returns. Contact your Customer Service Representative for return authorization. All claims must be made within 45 d ays from the date of invoice.
1. When calling for return authorization, please have the following information available:
A. Return Authorization Form
B. Your account number and ATS# from the shipment's packing list (located mid -page under the Return Authorization Form explanation)
C. Reason for the claim/return
D. Action being requested -
1. Replacement of product
2. Credit to your account; no replacement product necessary
2. Your Customer Service Representative will assign your return an authorization number (RTA#). To expedit e the process, please clearly mark the RTA# on the Return Authorization Form and on the outside of the carton in the upper right corner from the shipping label.
3. Make your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit.
4. Products incorrectly shipped by Baker & Taylor may be returned with authorization within 45 days of the product's date of invoice. Product(s) meeting the definition of Publisher defective may be returned with prior authorization within six months of the product's date of invoice. Products purchased with value -added processing services which have been shipped as ordered are considered non-returnable.
DAMAGED SHIPMENTS: If you receive a damaged carton( s) which resulted in damag ed product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is visible at the time of delivery, bring it t o the Carrier's attention and note it on the Bill of Lading. Then, contact your Ba ker & Taylor Customer Serv ice Representative via the toll-free number listed on the packing list.
CLAIMING SHORTAGES: Please check your packing list or invoice before clai ming shortages. All claims must be made within 45 days from the product's invoice date. Please ensure you h ave received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor.
INTERNATIONAL CUSTOMERS ONLY: For information on making returns of damaged, defective, or incorrect products, please contact your local International Sales Office or our International Customer Service Department ([email protected]). You may also refer to the website http://www.btol.com/international_libraries_details.cfm?sideMenu=Contact%20Us&home=home_hel p_details.cfm&ctx=1
All returns should be sent to:
Baker & Taylor Returns Center
Department R
251 Mt. Olive Church Road
Commerce, GA 30599
Attachment E
(Revised October 2011)
Library & Education Account Audio/Video Product Returns Policy (Updated July 2015)
The following guidelines are required to ensure the prompt handling of your Au dio / Vide o (AV) returns; Music CD, DVD and Blu-ray product. All AV product return s (excluding DVD lease return product - please contact AV Customer Service for separate return procedures for your DVD Lease program product) require prior return authorizat ion from a n AV Customer Service Representative. Please contact your AV Customer Service Rep at 800-775-1700.
How to Obtain Return Authorization
Contact your AV Customer Service Representative for return authorization numbers. All claims must be made within 45 days of invoice date.
1. When calling for return authorization, please have the following information available:
A. Your account number and invoice #s
B. Reason for the claim/return
C. Action being requested -
1. Replacement of product (defective return will receive a replacement of the same title)
2. Credit to your account; no replacement product necessary for mis-ships
3. Overstock return credit requires Customer Service Mgr and Sales Mgr approval
2. Your AV Customer Service Representative wi ll assign your return an authorization number (RA#). To expedite the process, please clearly mark the RA# on the outside of the carton in the upper right corner from the shipping label and on inserted documents.
3. Ship your return via an insured and traceable carrier; Baker & Taylor is not liable for returns lost in transit.
4. Products incorrectly shipped by B aker & Taylor require an aut horization to be returned. Product should be returned within seven days of invoice date; must be returned within 45 da ys of the product's invoice date. Product(s) meeting the definition of a Manufacturer’s defective may be returned with a prior authorization. Products purchased with value- added processing services which have been shipped as ordered are considered non -returnable, unless disc is defective.
In this case, a replacement of same title will be sent (multi disc sets require all discs to be returned).
DAMAGED SHIPMENTS: If you receive a damaged carton(s) which resulted in damaged Audio/Video product(s), please hold the product(s) and save the carton for Carrier inspection. If the damage is v isible at the time of deli very, bring it to the Carrier's attention and note it on the Bill of Lading. Then, contact your Baker & Taylor AV Customer Service Rep via the toll-free number above.
CLAIMING SHORTAGES: Please check your packing list or invoic e before claiming shortages. All claims must be made within 15 days from the product's invoice date. Please ensure you have received all cartons of a shipment prior to signing for receipt from the Carrier. Cartons you have signed for as received from the Carrier are not claimable as shortages from Baker & Taylor.
All returns with RA# should be sent promptly to:
Baker & Taylor Returns Center
Dept. R
251 Mt. Olive Church Road
Commerce, GA 30599
Questions? Contact your B&T
AV Customer Service Rep (800.775-1700)
Email via [email protected] or
LibraryA/[email protected]
NOTICE OF PROPOSAL ACCEPTANCE
Accepted on behalf of Richmond Public Library
This pricing agreement is contingent upon mutual approval of all services a nd pricing by both the library and Baker & Taylor, LLC, and will remain in effect for the period of three years after the agreement date. Baker & Taylor’s product discounts and cataloging/processing prices are firm for three years from the date of acceptance. After the initial term, pricing provided in this agreemen t is subject to an annual review by Baker & Taylor and discounts and/or prices may be updated by Baker & Taylor with 60 days’ notice to the Library.
CLS reserves the right to negotiate price and/or discount adjustments shou ld the library make changes at a ny time throughout the duration of the agreement.
Authorized Representative: _________________________________
Title: ___________________________________________________
Signature: _______________________________________________
Phone: _________________________________________________
Date: __________________________________________________
Please sign this notice and forward it directly to my attention at the address or fax number indicated below:
Baker & Taylor
Jennifer Rhyne, Pricing Services
2810 Coliseum Centre Drive, Suite 300
Charlotte, NC 28217
Email: [email protected]
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices
. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records
. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival
. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
For the Contract between the City of
Richmond and
Short Form Contract Insurance Provisions/EJ/TE 11-30-07
INSURANCE PROVISIONS
1. Insurance Requirements – During the Term of this Contract, the City’s Insurance Requirements are hereby waived.
2. Waiver of Liability – As a condition of this Contract, the Contractor, its officers, agents and employees, hereby waive any and all rights to seek recovery for loss or damages of any kind against the City of Richmond, its officers, agents, and employees arising out of the goods or services provided under this Contract. This waiver of liability shall survive the expiration or termination of this Contract.