The Abbey Newsletter

Volume 17, Number 2
Sep 1993


Mass Deacidification: Writing A Contract

by Elayne Bond

Elayne Bond is Head of Materials Processing at Northwestern University Library's Preservation Department.

Mass deacidification is a new venture for libraries, and, as with all vendor-provided services, many institutions may choose to have either an informal letter of agreement or a more formal contract in place before they begin using the service. The contract elements suggested below are based on Northwestern's one year of experience with vendor-provided mass deacidification services. Libraries can use these elements as guidelines when entering into negotiations with a selected mass deacidification vendor.

It is strongly recommended that after a draft contract or letter of agreement is drawn up, libraries consult with their legal affairs office and/or with their purchasing agent. Issues such as sales tax, excise taxes, the library's title to the materials at all times, and a standard "act of god" inclusion, should be considered. Libraries should also determine the kind of clearance they would need from their institution regarding toxicological issues and safety. Consulting with the institutional unit responsible for research and safety and running the draft by them for review is strongly recommended.

Before the library sends out any materials on a regular basis, decisions have to be made about which materials to send. These decisions will be based on two considerations: 1) collection management selection strategy about which collections would benefit most from treatment; and 2) which materials are best suited physically for deacidification treatment.

It would be to the library's advantage to send samples of materials intended for deacidification before the first complete shipment is sent. These small test runs would give concrete evidence of the effect of the treatment on the targeted library materials. In addition to test runs, the library would benefit from talking with other institutions who are already sending materials to be deacidified to find out what effect that process had on specific library materials.

The elements of a contract or letter of agreement are described below.

Deacidification Process

The vendor should either describe the specific process in detail, or refer to a published description. The contract should state that the vendor will not significantly modify the process described unless the library gives approval first. (Should the vendor wish to modify the process, then the library and the vendor should perform additional testing as necessary to ensure that it works as effectively as the originally described process.)

Quantity

The number of items to be sent to the vendor on a regular basis should be specified in the contract. This number is determined by selection strategy, workload (selecting, preparing, packing, record keeping, quality control work), logistical needs/limitations (where the materials will be picked up, whether the loading dock can accommodate the type of vehicle the shipping company uses), budget restrictions, and available staff time.

The contract should also state the time period involved (whether the materials will be shipped on a yearly, monthly, quarterly, or semester schedule), and the agreed-upon turnaround time based on the schedule of shipments.

Specifications

The contract should clearly state the specifications that the library and the vendor agree will be met with regard to pH, alkaline reserve, and completeness of deacidification.

Further, it should state that compliance with the specifications will be determined by both the library and the vendor, and should describe the testing methodology to be used by each. Having this written into the contract gives the library the opportunity to thoroughly check the vendor's work and to be certain the library is getting what is stated in the contract. Should the library's testing show that the specifications are not being met, the library would then have recourse to negotiate that the work be redone, or that work stop until the problem is solved.

Compliance is verified at Northwestern by performing destructive testing on paper samples. Five sheets of standard printing paper are inserted into five separate books within each shipment. Upon return, each test paper is blended into a slurry and analyzed for pH and alkaline reserve (zinc oxide content). An ultraviolet light is also used to check for completeness of treatment.

Price

The price should be negotiated between the library and the vendor and depends partially upon the volume of work involved, the type of materials involved, etc. Price should be clearly stated in the contract, whether it is quoted per shipment, by weight, or by volume (e.g., cubic foot), depending upon what the library and the vendor decide.

If different prices exist for different kinds of materials, this should also be clearly stated (e.g., bound versus unbound materials, maps, folios, boxes of archival materials, folders with single sheets of paper).

Any discounts offered by the vendor (e.g., for quantities above a certain amount) should also be specified.

Period

The exact time period of the contract should be stated (e.g., "from [mo/day/year] through [mo/day/year]"). The library might consider writing this section so that the first year or six months is considered a trial period. This would enable the library to experience first hand the workflow, staff/time costs involved with mass deacidification, and any unanticipated side effects, and make any necessary changes when negotiating the next time period.

Terms of Invoicing

The number of days allowed for the library to pay the invoices should be stated. The library should carefully consider the time frame the institution uses to pay all vendor invoices submitted by the library, and write the terms accordingly. Obviously, it is in the library's best interest to have as many days' grace as possible to pay the invoices.

Transportation and Packing

The contract should state who (library or vendor) pays the transportation costs both to and from the library.

The type of shipping containers and packing materials depend on the vendor's treatment process. The method of packing, the type and size of container, and which party bears the cost for shipping each of these, should be specified. These costs and arrangements can be negotiated.

The method of transportation, including insurance and liability in transit, should be specified in this section. Liability can also be addressed here, or, because liability is such an important element of a contract, the library can choose to write a separate section (see below).

Vendor Liability

There are two basic issues to be covered in this section dealing with liability: materials damaged by the actual deacidification process, and non-treatment damage to materials.

(a) Materials damaged by the actual deacidification process

The value of sending sample test runs of library materials to be treated before the contract is negotiated is illustrated in this element of the contract. The evidence provided by the test runs provides the library with some understanding of what to include in this section before entering into discussions with the vendor.

The amount of liability the vendor agrees to assume would vary with individual vendors, as it does with all vendor-provided services, such as commercial binding, microfilming, and photocopying.

This section should clearly specify vendor liability for any loss, damage, or destruction to the library's materials (e.g., labels loosened, cracking, bubbling or falling off, any damage to covers/boards, text illegible as a result of treatment, pages stuck together, bleeding of illustrations or text, loose page attachment due to weakened adhesives). Any mutual decisions between the library and the vendor regarding reimbursement for damage to library materials should be stated in this section. Should discussions between the library and the vendor result in a specific dollar amount of reimbursement, this amount can be written in this section of the contract.

The library should take into account in-house processing costs when negotiating replacement costs, as is done with all vendor-provided services. The replacement cost per volume should be clearly stated in the contract.

(b) Non-treatment damage to materials

Vendor liability for non-treatment risks of loss through fire, flood, etc., while the materials are at the vendor's, should be stated in this section of the contract. (Liability of the library's materials while in transit are covered in the section on Transportation and Packing.)

Warranties

Contracting for mass deacidification services is still too new an endeavor to know what kind of warranty can realistically be expected. It is recommended that the library determine by preliminary tests whether the service offered by the vendor meets the library's purpose. It is reasonable for the vendor to only give a warranty stating that the service will meet the specifications stated in the contract.

The library should discuss this issue with the vendor with a view to achieving the most extensive warranty possible with regard to permanence of treatment and toxicological safety of treated materials.

Termination

The contract should state the agreed-upon number of days that the library has to terminate the contract or agreement if the vendor fails to perform according to the specifications in the contract.

Acceptable reasons for termination should be specified in the contract (e.g., non-uniformity of treatment as determined by the library's quality control tests). A statement to the effect that the contract may be terminated for any reason if the library believes its expectations for treated materials were not met would cover unanticipated problems.

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