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<br />, <br /> <br />. , <br /> <br />N-2007 -033 <br /> <br />O:/..JJ3 (I) <br />(5.6<o/as) <br /> <br />ONLINE BOOK SALES SERVICES AGREEMENT <br /> <br />THIS ONLINE BOOK SALES PROGRAM SERVICES AGREEMENT is made and entered into this <br />12th day of March, 2007 by and between the City of Santa Ana, acting through the Santa Ana Public <br />Library located at 26 Civic Center Plaza, Santa Ana, California 92701, hereinafter referred to as <br />"SAPL" and Qumpus, Inc., d/b/a Belter World Books, located at 55740 Currant Road, Mishawaka, <br />Indiana, 46545, hereinafter referred to as "BWB". <br /> <br />WIT N E SSE T H: <br /> <br />WHEREAS, BWB is engaged in the business of collecting, transporting, and selling large volumes of <br />Surplus Books (as hereinafter defined), and providing income to libraries, secondhand stores and <br />other large volume donors, as well as to reading and literacy causes around the world; and <br /> <br />WHEREAS, SAPL desires to obtain BWB's services pursuant to the terms and conditions set forth <br />herein; and <br /> <br />WHEREAS, BWB has agreed to provide such services subject to the terms and conditions hereinafter <br />set forth. <br /> <br />NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good <br />and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties <br />hereto promise and agree as follows: <br /> <br />ARTICLE I <br />Exclusive Reseller <br /> <br />1.1 SAPL hereby engages aWB as its exclusive agent to manage, transport, sell and distribute <br />SAPL's Surplus Books and to manage and conduct all Surplus Book distribution and resale services <br />on behalf of SAPL during the term of this Agreement which ends December 31, 2008 and can be <br />renewed any time thereafter; and BWB hereby agrees to be retained by SAPL subject to the terms <br />and conditions hereinafter set forth. <br /> <br />1.2 The above exclusivity clause does not prevent SAPL from donating Surplus Books directly to <br />other non-profit organizations. <br /> <br />ARTICLE II <br />SAPL's Obligations <br /> <br />2.1 SAPL shall be responsible for selecting, collecting, and packaging all Surplus Books. For <br />purposes of this Agreement, the term "Surplus Books" shall mean all books that SAPL wishes to sell, <br />destroy or give away. These books being in saleable condition (without substantial spine or cover <br />damage, water spots or other discoloration, torn or missing pages, and without substantial marking) <br />and otherwise in compliance with the quality requirements of BWB as published from time to time, in <br />its own discretion. <br /> <br />2.2 SAPL shall provide the Surplus Books ready for pick-up. <br /> <br />2.3 SAPL shall comply with the minimum quantity guidelines unless otherwise agreed in writing <br />between the parties. For the purposes of this agreement, the minimum quantity of books per <br />individual shipment is one-hundred and fifty (150) books or six (6) fully packed standard sized <br />boxes. <br /> <br />i\~'-,IJn."'nnc. t\l(lr P~Q~tlREP <br />!URK ")iY PROCEED <br />CLERi; Of COUNCIL <br />DATE, /j~.J..~o7 <br /> <br />- 1 - <br />