HomeMy WebLinkAboutContracts & Agreements_229-2014_CCv0001.pdf AGREEMENT TO FURNISH PUBLISHING SERVICES
This agreement ("Agreement") for the development and publication of a proposed
cookbook anticipated to be entitled Redlands' Farmers' Market Cookbook: Local Folks, Local
Foods, and Local Farm-to-Table Recipes (the "Work") is made and entered into this 2nd day of
December,2014("Effective Date"),by and between the City of Redlands, a municipal corporation
("City") and Farm Fresh Books, a Division of History Company, LLC ("Publisher"). City and
Publisher are sometimes individually referred to herein as a"Party"and,together, as the"Parties."
In consideration of the mutual promises contained herein, City and Publisher agree as
follows:
ARTICLE 1 -ENGAGEMENT OF PUBLISHER
1.1 City hereby engages Publisher to develop, publish and market the Work(collectively,the
"Services") as described and set forth in the Scope of Services which is attached hereto as
Exhibit"A" and incorporated herein by this reference. The Services shall be performed by
Publisher in a professional manner, and Publisher represents that it has the skill and the
professional expertise necessary to provide the Services to City at a level of competency
presently maintained by other practicing professional publishers in the industry providing
like and similar types of Services.
1.2 City grants Publisher sole and exclusive right to develop,publish and market the Work for
City's Farmers'Market,subject to the terms and conditions of this Agreement. In the event
City terminates its Farmers' Market, this Agreement shall simultaneously terminate
without further action by the Parties.
1.3 Publisher shall comply with all applicable Federal, State and local laws and regulations in
the performance of its obligations under this Agreement.
ARTICLE 2—SERVICES OF THE PUBLISHER
2.1 Publisher shall finance and produce a first printing of the Work, and shall snake published
copies of the Work available for purchase by City, at fifty percent (50%) of the retail price
of the Work,on or before October 1, 2015. Subsequent short-run re-printings of the Work,
at the sole expense of Publisher, may be produced to meet demand for the Work on an as-
needed basis. The timing and quantity of the short-run re-printings shall be determined by
Publisher.
2.2 Publisher shall consult with City and provide City with the right to review and comment
on the title, design, form and content of the Work, including but not limited to artwork,
front-matter, and/or back-matter.Notwithstanding the foregoing,Publisher may, in its sole
discretion, determine the final form, quantity, and manner of production and publication,
all at the sole risk and expense of Publisher.
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2.3 Publisher shall consult with City regarding any proposed revisions to the Work associated
with periodic updates of the Work to ensure the timeliness of the Work's content, and
Publisher shall make such revisions in subsequent short-run re-printings of the Work at no
cost to City.
2.4 Publisher agrees that all terms and conditions of this Agreement shall apply to any
subsequent re-printings of the Work.
2.5 Publisher acknowledges that the trade naive "Redlands' Farmers' Market," and the
goodwill pertaining thereto, belongs exclusively to City and Publisher's rights under this
Agreement are limited to use of such trade name solely in connection with the
development, publishing, and marketing of the Work.
2.6 Publisher warrants that, when published, the Work will not infringe upon the copyright of
any person anywhere in the world; that the Work will contain no smatter that is libelous,
scandalous, obscene; will not violate any right of privacy of any person; that all statements
purporting to be facts are true; and that any recipes, fonmulae, or instructions in the Work
will have been tested and determined not to be injurious to any person.
2.7 Publisher shall subcontract with: (i) an experienced, professional food writer to produce
the manuscript of the Work, (ii) an experienced, professional photographer to produce
accompanying images for the Work, and (iii) a professional design firm for layout and
design of the Work, all at Publisher's choosing and at Publisher's sole expense.
2.8 Publisher agrees that all recipes considered for inclusion in the Work shall be tested and
standardized at a professional test kitchen of Publisher's choosing, at Publisher's sole
expense.
2.9 Publisher shall provide a written monthly accounting to City of the number of sales of the
Work during the preceding month.
2.14 Publisher shall obtain and provide to City written authorizations and permissions for the
use of any copyrighted or other proprietary matters owned by any third party which appear
in the Work and written releases or consents by any person or entity described, quoted, or
depicted in the Work. Contributors to the Work will not be required to divest themselves
of their individual rights to their recipes, formulae, or instructions that may be included
within the Work.
2.11 Publisher shall store/warehouse the inventory of the Work at a location of Publisher's
choosing, and at Publisher's sole expense.
2.12 Subject to the limitations and City's rights set forth in section 4.1 of this Agreement,
Publisher shall have the right to sell the Work at no less than the established retail price of
the Work, without discount or offset, as printed on the initial publication of the Work, or
as printed on any subsequent re-printing of an updated, revised or reformatted version of
the Work.
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ARTICLE 3 -RESPONSIBILITIES OF CITY
3.1 City will make available to Publisher public information in City's possession that may
assist Publisher in performing the Services.
3.2 City will actively market, advertise, promote and encourage the sale of the Work at
appropriate City facilities and/or City-sponsored functions of City's choosing, including
the use of various City maintained social media channels, during the term of this
Agreement.
3.3 City will cooperate with matters pertaining to publicity and public relations on behalf of
the Work, including, but not limited to, newspaper and magazine interviews and radio and
television interviews during the term of this Agreement.
3.4 City will not, without prior written consent of Publisher, participate in the preparation or
publication of any publication that is substantially similar to the Work that may adversely
affect sales of the Work or that is competitive with the Work during the term of this
Agreement.
3.5 City designates its Development Services Director, and the Director's designee, as City's
representatives with respect to performance of the Services, and such persons shall have
the authority to transmit instructions, receive information, interpret and define City's
policies and decisions with respect to Publisher's performance of the Services.
ARTICLE 4—OPTION TO PURCHASE WORK
4.1 City shall have the exclusive option to purchase copies of the Work from Publisher at fifty
percent (50%) off the retail price (an "Order") for a period of ninety (90) days from the
initial publication date of the Work and for a period of ninety (90) days from any
subsequent re-printing of an updated,revised or reformatted version of the Work.Publisher
shall deliver to City only the number of copies of the Work requested by written Order
from City. There is no minimum purchase of the Work required by City. Publisher further
expressly acknowledges and agrees that City shall have no obligation to Order any copies
of the Work from Publisher.
4.2 City will have exclusive rights to sell the Work either at full retail price or at a price
anywhere in between full retail price and Publisher's discounted price to City as defined in
Article 4.1 of this Agreement.
4.3 City will have the right to contract with retailers to purchase the Work from City to
facilitate additional retail sales of the Work.
4.4 Publisher shall submit an invoice to City upon the fulfillment of an Order. City shall pay
Publisher no later than thirty (30) days after receipt and approval by City of Publisher's
invoice.
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ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 All insurance required by this Agreement shall be maintained by Publisher for the duration
of its performance of the Services. Publisher shall not perform any Services unless and
until all required insurance listed below is obtained by Publisher. Publisher shall provide
City with certificates of insurance and endorsements evidencing such insurance prior to
commencement of the Services.
5.2 Publisher shall secure and maintain in force throughout the term of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum
coverage of One Million Dollars ($1,000,000) per occurrence and in the aggregate for
public liability, property damage and personal injury is required. City shall be named as
an additional insured. Such insurance shall be primary and non-contributing to any
insurance or self-insurance maintained by City.
5.3 Publisher shall secure and maintain business automobile liability coverage throughout the
term of this Agreement, with minimum limits of One Million Dollars ($1,000,000) per
occurrence, combined single limit for bodily injury liability and property damage liability.
This coverage shall include all Publisher owned vehicles used in connection with
Publisher's provision of the Services, hired and non-owned vehicles, and employee non-
ownership vehicles. City shall be named as an additional insured. Such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City.
5.4 Hold Harmless and Indemnification. Publisher shall defend,indemnify and hold harmless
City and its elected officials, employees and agents from and against any and all claims,
losses, damages, actions, suits or liability, including attorneys' fees, arising from any act
or omission of Publisher or its officers, employees, subcontractors and agents in
perforining Publisher's obligations under this Agreement. The provisions of this section
5.4 shall survive any termination of this Agreement.
ARTICLE 6—EVENTS OF TERMINATION
6.1 Should Publisher fail to produce the Work by October 1, 2015, subject to unavoidable
delays not within the reasonable control of Publisher, City may terminate this Agreement
by providing Publisher ten (10) days prior written notice. If this Agreement is terminated
by City, no amount shall be allowed for anticipated profit to Publisher.
6.2 Within sixty(60) days from and after the Effective Date of this Agreement, Publisher shall
have the right, in its sole discretion and without cause, to terminate this Agreement by
providing five (5) days prior written notice to City of Publisher's intent to terminate.
6.3 From and after one (1) year of the first publication of the Work, this Agreement may be
terminated by either Party, in its sole discretion and without cause, by providing thirty(3 0)
days prior written notice to the other Party of the noticing Party's intent to terminate.
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6.4 Should either Party fail to perform any of its obligations under this Agreement and such
default not be cured within thirty(30) days after written notice of the default from the non-
defaulting Party, then such Party shall be in default of this Agreement and the non-
defaulting Party may immediately provide notification of its intent to terminate this
Agreement.
6.5 In the event this Agreement is tenninated by City, all rights transferred to Publisher by this
Agreement shall revert to City;provided,however,Publisher shall have the right to market,
manage sales, and fulfill orders of the Work from Publisher's then existing inventory,
excluding any copies of the Work pending delivery to City as a result of a City Order.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action or proceeding is commenced to enforce or interpret any of the terns
or conditions of this Agreement the prevailing Party shall,in addition to any costs and other
relief,be entitled to the recovery of its reasonable attorneys' fees, including fees for use of
in-house counsel by a Party. Venue for any such action or proceeding shall be in the
Superior Court of the county of San Bernardino, California.
7.2 Publisher shall not assign any of the Services to be performed under this Agreement,except
with the prior written approval of City and in strict compliance with the terins, provisions
and conditions of this Agreement.
7.3 Publisher is for all purposes under this Agreement an independent contractor. Publisher
shall supply all tools and instrumentalities required to perform the Services. All personnel
employed by Publisher are for its account only, and in no event shall Publisher or any
personnel retained by it be deemed to have been employed by City or engaged by City for
the account of, or on behalf of, City.
7.4 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such Notice shall be deemed delivered (i) on the day
of delivery in person;(ii) five(5)days after deposit in first class registered mail,with return
receipt requested; (iii)on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
class, certified, registered or express mail; in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a party may provide
notice of in accordance with this section:
City: Oscar W. Orci
Development Services Director
City of Redlands
PO Box 3005
Redlands, CA 92373
Publisher: Michael Turback
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Farm Fresh Books, A Division of History Company, LLC
373 Enfield Falls Rd.
Ithaca, NY 14850
7.5 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire Agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, and verbal or written proposals relating to such matters are
superseded by this Agreement. Any amendment to this Agreement shall be in writing,
approved by City and signed by City and Publisher.
7.6 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, except with respect to its conflict of law provisions.
IN WITNESS WHEREOF, duly authorized representatives of City and Publisher have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: (�Ltuc��
Paul. Foster, Mayor
FARESH BOOKS, A DIVISION OF HISTORY COMPANY, LLC
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By: 2 l
,(Mi,141nVarbac
Attest:
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Sam ity Clerk
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EXHIBIT"A"
SCOPE OF SERVICES
The tentatively titled,Redlands Farmers'Market Cookbook.Local Follrs,Local Foods, and Farm-
to-Table Recipes, is intended to provide a personal look at the many participants who have
contributed to the success of the long-running Redlands Certified Farmers' Markets. The Work
will provide an opportunity for the City to showcase and share its abundant agricultural roots and
history as well as showcasing the many restaurants and talented chefs who locally source their
products from the fanners' markets or directly from the many local fanners/growers, in addition
to the local farmers/growers themselves,all who have helped make the Redlands Fanners' Markets
a thriving part of the community for over 25 years.
1. The content of the Work will include:
a. An eclectic,wide range of recipes intended for everyday meals, creative dinner parties
and entertaining occasions;
b. Lively headnotes based upon personal interviews of local contributors introducing each
recipe.
2. The forinat will closely follow the model created by the Publisher for:
a. The North Market Cookbook(Columbus, Ohio);
b. The Findlay Market Cookbook(Cincinnati, Ohio);
c. The Ithaca Fanners' Market Cookbook(Ithaca, New York).
3. The specifications of the Work will include:
a. Perfect-bound with cover flaps;
b. Approximately 8-inches x 8.75-inches;
c. Approximately 200 pages;
d. Approximately 100 recipes;
e. Approximately 75 photographs.
4. The initial first printing will include:
a. 2,000 copies of the Work
5. The wholesale list price of the Work will be dependent upon final publication costs, but
will not exceed the amount of$12.98 per copy of the Work.
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