HomeMy WebLinkAboutBAKER & TAYLOR LLCN-2022-095
R INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
CL
DATE:
Santa Ana Public Library
26 Civic Center Plaza
Santa Ana, CA92701
February 25, 2022
Offer for subscription to the collectionHQ Service
We, Bridgeall Libraries Limited, a company registered under the Companies Acts (company number
SC297736) and having our registered office and place of business at 1 Ainslie Road, Hillington Park Glasgow,
G52 4RU, have pleasure in offering to provide you, the addressee named above, with the under noted Service
subject to the terms and conditions attached to this Offer letter.
Service:
Provision over a web interface of our subscription based hosted
Software using data supplied to us by you. Details of the subscription
service can be found in user guide which is available on request or via
the Academy for existing customers.
Set Up:
Implementation & Initial Training
Commencement Date:
The date you are given access to your data within the collectionHQ
system
The costs associated with the provision of the above Service are as follows:
Subscription Period:
1-Year Option
Subscription Fee:
$13,500/year
Implementation Fee:
$3,500 (one-time)
ESP Basic:
Waived (normally $3,000/year)
Subscription Period:
3-Year Option
Subscription Fee:
$12,150/year (10% discount)
Implementation Fee:
$1,750 (one-time)
ESP Professional:
Waived (normally $6,000/year)
Designated Libraries: 2 and bookmobile
Permitted Users: 10 at any one time (unlimited user IDs)
Minimum Hardware and
• A supported Internet browser (see www.collectionhq.com for a list of
Software Requirements:
supported browsers)
• A connection from your internal network to the Internet with a minimum
nominal speed of BMbps
• Outbound FTP Access
Website:
Our website located at www.collectionhq.00m (or such other domain name as
we may from time to time specify) from which the Service is to be provided.
Designated Contact(s):
Hong Ha, HhaOsanta-ana.org
The date collectionHQ receives your confirmation will constitute the "date of order."
This Offer should be read in conjunction with our Standard Terms and Conditions attached, and is open for
acceptance until March 27, 2022, failing which it will lapse. If you wish to accept this Offer, please confirm
your acceptance by signing at the bottom of this document.
jawe I-ferb
Jane Herb
Enterprise Sales Manager, Western Region
Baker & Taylor
For and on behalf of Bridgeall Libraries Limited, wholly owned by Baker & Taylor, LLC (BTAC Holding Corp)
STANDARD TERMS AND CONDITIONS FOR THE SERVICE
BEFORE USING THE SERVICE, PLEASE READ THIS THESE TERMS AND CONDITIONS AND THE
OFFER (COLLECTIVELY, THE "AGREEMENT") CAREFULLY. BY ACCESSING OR USING THE
SERVICE, YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE
TERMS OF THIS AGREEMENT, YOU MAY NOT
USE THE SERVICE.
This Agreement Is a legal agreement between you and Bridgeall Libraries Limited, and governs your
rights and obligations regarding the Service.
1. Definitions
Term
Meaning
the "Offer"
The offer letter, offering you the collectionHQ
service.
the "Agreement"
The Offer together with these Terms and
Conditions
references to "You" or "Your"
The person or organization which has
accepted the Offer and thereby agreed to
receive the Service
references to "We", "Our" or"Us"
Bridgeall Libraries Limited
the "Software"
The then current and core version of our
proprietary software application collectionHQ,
which both provides the Service on our
website and enables you to use the Service.
The core Software does not include the
optional Modules.
the "Service"
Provision over a web interface of our
subscription based hosted Software using
data supplied to us by you. Details of the
subscription service can be found in user
guide which is available on request or via the
Academy for existing customers.
the "Commencement Date"
The date this Agreement and the Service is
deemed to have commenced.
the "Subscription Period"
The initial term of this Agreement
the "Designated Libraries"
The maximum number of libraries authorized
to use the Service
the "Permitted Users"
The maximum number of concurrent
authorized users that may use the service.
the "Renewal'
A twelve month extension of the period for
which the Service will be provided,
commencing at the end of the Subscription
Period, and on every subsequent anniversary
thereafter.
the "Renewal Date"
The date the annual Renewal commences
the"Modules"
Optional packages of extra -functionality
software, which enhance the Software
further, and which are not covered by the
Subscription Fee.
The "Designated Contacts"
The email addresses to which all notices
under this agreement will be addressed.
References to Clauses are to clauses of this Agreement. Terms defined in the Offer shall have the
same meaning in these terms and conditions.
Registration/Duration
2.1 We shall provide the Service to you upon the terms of the Agreement. This Agreement (and the Service
provided) shall commence on the Commencement Date and, always subject to Clauses 11 and 12.
Agreement shall commence from go -live date and be discontinued on the anniversary date at the end
of 3 years. The library may choose to adopt a new agreement at the end of the initial 3 years, if
desired, without interruption to the library's collectionHQ site.
3. Ecuioment and Internet Connection
3.1 We shall provide the Service to you using the Internet. You are responsible for providing an adequate
connection to the Internet with a minimum connection speed not less than that specified in the Offer.
3.2 You are responsible for obtaining and maintaining all equipment, hardware, third party software,
peripherals and any and all other communications facilities and equipment which may be required
from time to time to access and use the Service (and of at least the minimum hardware/software
specification as set out in the Offer) and for paying all charges incurred in relation to the use of these.
4. Data Supply
4.1 You agree that in order for us to provide the Service you shall utilise a suitable and reliable data
extraction mechanism, to extract, collect and convey data to be used for the Service to our computer
systems. Once such data is received by our systems our Software can provide the Service to you and
Permitted Users.
4.2 Consequently you hereby grant to us a non-exclusive licence to use the data supplied by your
computer systems to ours for the term of this Agreement, for purposes including but not limited to the
following: -
(a) providing the Service;
(b) providing any future enhancements to the Software or Modules;
(c) our own internal records; and
(d) allowing an Internet Services Provider appointed by us to access such data to the extent
necessary to allow such Internet Services Provider to host the Software.
4.3 To provide an effective Service to you, it is important to ensure the reliability and integrity of data
supplied. Accordingly, you warrant that the data supplied:
(a) does not infringe the rights of any third parties, including without limitation copyright owned
by third parties;
(b) complies with all applicable laws and regulations; and
(c) will be accurate and will be updated on at least a monthly basis.
4.4 For the avoidance of doubt, unless you comply with the terms of this clause 4 we shall have no
obligation to provide the Service.
5. Availability of Service
5.1 We will use commercially reasonable efforts to achieve the Service Targets set out in Appendix 1.
However, whilst we will do what we reasonably can to ensure the availability of the Service at all
times, we cannot and do not offer a continuous or uninterrupted service and no warranty is given in
this respect. You acknowledge that certain aspects of the Service are dependent upon third parties
and upon your computers supplying us with data. Without prejudice to this generality, we may at any
time at our discretion:
(a) temporarily suspend or restrict access to the Service for the purposes of repair, modification,
maintenance or improvement or the implementation of new facilities or performance of back-
up or data archival; or
(b) give instructions to you regarding the use of the Service which in our reasonable opinion are
necessary in the interests of security or to maintain or improve the quality of the Service to
you. You will use your best endeavours to comply with such instructions and, while they are
in force, such instructions will be deemed to form part of this Agreement.
However, where reasonably possible, we shall give notice of any suspension, undertake system
maintenance activity out of your normal working hours (assuming these are gam until 5pm Monday -
Friday) and will restore the Service as soon as reasonably practicable after any such suspension.
5.2 You shall:
(a) grant us (or our employees and/or agents) access to your premises during normal business
hours and we and our employees and/oragents shall adhere to your policies and procedures
in relation to health and safety and security at all times;
(b) use reasonable endeavours to provide decisions, information or assistance to us on our
request in sufficient time and detail for us to provide the Service; and
(c) prepare the equipment, hardware, third party software, infrastructure and environment in
accordance with clause 3.2 and generally as required by us and to have access as provided
for in (a) and (b) above
in orderfor us to provide the Service in accordance with the Agreement. Forthe avoidance of doubtif
you do not comply with clause 5, we shall have no obligation to provide the Service.
6. Changes to Service
6.1 We reserve the right to enhance or otherwise change the Service or the Software from time to time in
order to improve the Service or Software we offer You.
7. Use of Service
7.1 Subject to your payment of the Subscription Fee as set out in the Offer, we grant to you a non-
exclusive, non -transferable right to access the Service for the duration of this Agreement for the sole
purpose of using the Service in relation to stock performance management for the Designated
Libraries.
7.2 You are permitted to print and download reports from the website for your own use provided that no
documents, information or related graphics on the website are modified in any way and no graphics
on the website are used separately from accompanying text and provided you otherwise comply with
the terms of this Agreement.
7.3 Unless otherwise stated by us on the website, the copyright and other intellectual property rights in
all material on the website and the Software are owned by us or our licensors. Any use of reports from
the website other than in accordance with Clause 7.2 above is prohibited.
7.4 Subject to Clause 7.2, no part of the website may be reproduced or stored in any other website or
included in any public or private electronic retrieval system or service without our prior written
permission. Such permission shall not be unreasonably withheld.
7.5 Upon acceptance of the Offer and subject to payment of the Subscription Fee, we shall provide you
with the usernames and passwords authorising use of the website for the Permitted Users specified
in the Offer. You may issue these to Permitted Users who are your employees, or such other types of
users as are agreed by us on the basis that each username and password pair is allocated to a single
user only and only such users who have been allocated with a username and password by you are
entitled to use the Service. You agree that you shall not disclose information in relation to the Software or
provide any access whatsoever to any third party which is not a Permitted User.
7.6 Additional pairs of usernames and passwords may be issued by us at our option upon your request
and we shall have the right to make an additional charge for these additional pairs or vary monthly
fees as a result of these additional users accordingly at our sole discretion. Any use made of the
Software and Service by anyone other than Permitted Users shall be deemed unauthorized use.
7.7 You may not, and you shall procure undertakings from Permitted Users that they shall not:
(a) copy the Software for any purpose whatsoever other than normal automatic copying by your
computer of the Software for the sole purposes of enabling you and your Permitted Users to
use the Service on the website;
(b) use the Service or Software or any part of them on equipment of a type, category or for
additional users or libraries other than as permitted by this Agreement;
(c) modify, alter, loan, distribute, rent, assign, sub -license, transfer or otherwise provide (whether
electronically or otherwise) access to the website, or the Software utilised by the website or
any copy or part of it to anyone else or make the website or the Software utilized by it available for
use by others in any time sharing, service bureau or similar arrangement or otherwise;
(d) except as permitted by applicable law, reverse engineer, disassemble, reverse translate or in
any way decode the website or the Software or any copy or part of them in order to derive
any source code or other information. You agree that the website and Software contains
valuable trade secrets and confidential information owned by us including but not limited to
the functionality, appearance and content of the website and Software screens, the method
and pattern of user interaction with the website and Software and the content of the website.
The Software source code and such valuable trade secrets and confidential information are
not licensed to you under this Agreement and must not be disclosed to any third party.
7.8 All right, title and interest including but not limited to copyrights and other intellectual property rights
of any nature in the website and the Software and resulting out of the delivery of the Service are
owned exclusively by us and you acquire no title or interest in the same other than the right to use the
website and the Software and receive the Service in accordance with this Agreement.
8. Support and Training
8.1 We shall provide you with access to a support helpdesk in respect of the Service between the hours
of 9.00 am and 5.00 pm, Monday to Friday (excluding Scottish public holidays) in accordance with
our then current support procedures as amended or updated by us from time to time. The support
helpdesk facility should be accessed by email to ensure all incidents are logged by our Support
Ticketing System.
On -site support shall not be provided by us as part of the Service, but may be provided at our sole
option where we deem it necessary and/or where we are unable to resolve queries remotely. Upon
mutual agreement, we shall be entitled to provide you with on -site support whereby we will charge
our standard daily rates from time to time (prorated if appropriate), and you shall pay all reasonable
travel and other costs and expenses incurred by us in relation thereto.
8.2 We shall provide such initial training regarding use of the Software and Service as we deem
appropriate including without limitation by way of the provision of documentation relative to the
Software and the Service. If you wish additional training throughout the Subscription Period, this shall
be the subject of separate agreement between you and us.
9. Escrow Agreement
In accepting the Offer, you are agreeing to subscribe to a service (the Service) based upon payment
of an annual subscription fee (the Subscription Fee). As such, no Escrow arrangements are applicable
in relation to this Agreement.
10. Consultancy Services
10.1 We do not need to provide you with additional chargeable Consultancy Services for you to be able to
fully use the Service. However, if you would like us to provide additional services for you then these
can be discussed on a case -by -case basis and quotations will be prepared as appropriate.
10.2 Re -implementation for new integrated library system.
If you change your integrated library system during your subscription to collectionHQ, we will need to
re -implement collectionHQ for you. The technical effort relating to this is almost the same effort
required for the initial implementation. The charge for us to set your collectionHQ instance up with
your new integrated library system will be 50% of your Set Up Fee list price.
11. Payment
11.1 In consideration of the provision of the Service by us, you shall pay the Subscription Fee specified in
the Offer. Payment is due annually in advance for the Service to be provided in that year and we shall
invoice you accordingly.
11.2 Payment shall be within 30 days of the date of invoice.
11.3 The Software may be upgraded by us from time to time, offering new functionality or features, and
you must accept such changes to the Software as and when they are released by us. There shall be
no increase to the Subscription Fee for such new functionality orfeatures. However, software Modules may
be offered to you from time to time which you may choose to subscribe to at extra cost to the
Subscription Fee, effective from the date you are granted access to such new Modules. However, you
will have the option not to subscribe to such new Modules.
11.4 All sums in the Offer are exclusive of sales taxes and duties which will be payable if applicable in
addition. We reserve the right to increase subsequent subscription fees.
11.5 Without prejudice to any other right or remedy which we may have, we shall be entitled to charge
interest (both before and after judgement) on a daily basis on all sums overdue at the greater of (i)
the highest rate permitted by applicable law, or (ii) a rate of 1% per month from the date such sums
became due until paid in full. You will also be liable for all reasonable costs and expenses incurred by
us in collecting overdue sums.
11.6 In addition to the above, and again without prejudice to our other rights hereunder and in law, should
you fail to make any payment when due under this Agreement, we shall have the right by notice in
writing to suspend the Service and any and all other services being performed by us without liability
until the default is made good.
12, Termination
We may terminate the Service forthwith at any time by notice with immediate effect to you if you:
(a) use, or permit use of, the website, Service or the Software otherwise than in accordance with
this Agreement; or
(b) fail to pay any sum rightly due hereunder within 30 days of the due date
12.2 You may terminate the Service
(a) at the end of the Subscription Period, or on the Renewal Date thereafter, by providing Bridgeall
Libraries Ltd. with at least 3 months' notice in writing: or
(b) if, within 3 months priorto the Renewal Date, we inform you of an Increase to your Subscription
Fee for the Renewal which you find unacceptable, you have the option not to renew your
Subscription at the end of the current Subscription Period. However, should we, at any point
during this period, agree to revert to the current Subscription Fee then you must agree to a
Renewal.
12.3 No refunds will be paid for termination unless you terminate under Clause 12.2, and termination is
during a payment period for which you have already paid, in which case we will refund a pro rate
amount to reflect the unexpired portion of the period for which you have pre -paid.
12.4 Termination of this Agreement shall not affect the accrued rights and liabilities of the parties arising in
any way out of this Agreement. Clauses which due to their nature are due to be performed or observed
following termination including but not limited to Clauses 7.8, 11, 12, 13, 14, 16 and 17 shallsurvive
termination of this Agreement and shall remain in force and effect.
12.5 On termination or expiry of this Agreement, you shall destroy any downloaded or printed extracts from
the website and completely purge any copies of the Software from all of your systems subject always
to you retaining your collection management audit trail, all to your satisfaction for which you seek
agreement from us.
12.6 In regards to multiyear agreements, if the subscription was terminated before the end of the period
set forth in this agreement, then the discount applied for previous periods would be payable.
13. Compliance with Laws
You will comply with all applicable laws and regulations in respect of your use of the Service including
but not limited to data protection and privacy laws and regulations. We reserve the right to remove
from our systems/records any material, content or data which we reasonably believe may lead to a
third party claim against us. You will fully and effectively indemnify us in relation to any negligent
breach of the terms by you of this Clause 13.
14. Data Protection and Privacy
By subscribing for the Service, you consent to our retention, use and disclosure of your details
(Your holdings metadata, item level details, i.e. title, author, barcodes #, etc.) solely for the
purposes of delivering the Service to you. You are responsible for advising your employees and
other users and your customers about how we use information provided to us, and for procuring any
necessary consents.
15. This Section is intentionally blank.
16. Availability
Whilstwe will use our commercial reasonable endeavours to ensure that the Service will be available
to you (subject to Clause 5), and that data will be held securely and appropriately backed up, no
warranties are given in this regard and we specifically do not represent or warrant that:
(a) the Service will be uninterrupted or error free and you acknowledge and agree that the
existence of such errors and/or the occurrence of interruptions shall not constitute a breach
of this Agreement; or
(b) defects out with our control in the Service will be corrected.
We are not responsible for being blocked by ISPs, firewalls, routers and/or software, devices or
equipment of a similar nature over which we have no control where this impacts on the provision of
the Service.
17. Passwords and Security
You shall be responsible for ensuring that any and all usemames and passwords provided to you
and/or your employees, agents or other authorised representatives forthe purposes of accessing the
Service are kept secure and disclosed only to your authorised representatives who have a need to
know such usernames and passwords. Without prejudice to the foregoing, you shall ensure that the
Service is not used by or on behalf of any person, other than you or any of your employees, agents
or other authorised representatives or Permitted Users, who are not authorised to do so. You are
entirely responsible for any and all activities that occur in accessing and using the Service using
passwords Issued to you or your Permitted Users. You shall immediately notify us of any unauthorised use
of the Service using your passwords or any other breach of security but to avoid any doubt, we are
not liable to you or anyone else for any loss or damage arising from your failure to comply with the
above.
18. Confidentiality
18.1 In the course of the performance of its obligations and exercise of its rights under this Agreement, the
Parties both agree that each may acquire information and/or proprietary materials from the other,
which information is not generally known in the relevant trade or industry of either party or third parties
with which either party conducts or may conduct business. As used in this Agreement, "Confidential
Information" means all non-public information disclosed by one party or its agents (the 'Disclosing
Party") to the other party (the "Receiving Party") that is designated as confidential or that, given the
nature of the information or the circumstances surrounding its disclosure, reasonably should be
considered as confidential. Confidential Information includes, but is not limited to, (1) non-public
information relating to the Disclosing Party's technology, customers, business plans, promotional and
marketing materials, statistics, technical information, finances and other business affairs, (11) third -
party information that the Disclosing Party is obligated to keep confidential, and (iii) the contents and
provisions contained in this Agreement.
Any information provided by us that is Confidential will be clearly labelled as "Confidential" at the
time it is provided. For the avoidance of doubt, we shall not use any of your data in presentation
materials (unless the data has been fully anonymised) without your prior written consent.
18.2 The Receiving Party shall protect the Confidential Information by using the same degree of care, but
no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or
publication of the Confidential Information as The Receiving Party uses to protect its own confidential
information of like nature. The Receiving Party shall restrict disclosure of Confidential Information to
its employees, agents and assigns with a need to know and shall advise them of the requirements of
this Agreement.
18.3 Confidential Information does not include any information that: (1) is or becomes publicly available
without breach of this Agreement, (11) can be shown by documentation to have been known to the
Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party
who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown
by documentation to have been independently developed by the Receiving Party without reference
to any Confidential Information.
18.4 The Receiving Party may use Confidential Information only in pursuance of its business relationship
with the Disclosing Party. Except as expressly provided in this Agreement, the Receiving Party will
not disclose Confidential Information to anyone without the Disclosing Party's prior written consent.
The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of Confidential Information, including, at a minimum, those measures it takes to
protect its own confidential information of a similar nature.
18.5 The Receiving Party will restrict the possession, knowledge and use of Confidential Information to its
employees, agents and assigns (collectively, "Personnel") who (i) have a need to know Confidential
Information in connection with the parties' business relationship, and (ii) when requested by the
Disclosing Party on a case by case basis, have executed written agreements obligating them to
protect the Confidential Information.
18.6 The Receiving Party may disclose Confidential Information as required to comply with binding orders
of governmental entities that have jurisdiction over it, provided that the Receiving Party: (1) gives the
Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or
other appropriate remedy, (ii) discloses only such information as is required by the governmental
entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any
Confidential Information so disclosed.
18.7 All Confidential Information will remain the exclusive property of the Disclosing Party. The Disclosing
Party's disclosure of Confidential Information will not constitute an express or implied grant to the
Receiving Party of any rights to or under the Disclosing Party's patents, copyrights, trade secrets, or
trademarks or other intellectual property rights.
18.8 The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized
use or disclosure of Confidential Information or any other breach of this Agreement by Receiving
Party. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help
the Disclosing Party regain possession of such Confidential Information and prevent its further
unauthorized use.
18.9 The Receiving Party will return or destroy all tangible materials embodying Confidential Information
(in any form and including, without limitation, all summaries, copies and excerpts of Confidential
Information) promptly following the Disclosing Party's written request. At the Disclosing Party's option,
the Receiving Party will provide written certification of its compliance with this Section.
19. Liability
19.1 Neither party excludes or limits liability to the other for death or personal injury caused by its
negligence.
19.2 In no event shall either party be liable to the other for: (a) loss of use, profits, business, revenue or
goodwill; (b) loss of data; (c) loss of savings (whether anticipated or otherwise); and/or (d) indirect,
special, punitive, incidental, exemplary, or consequential loss or damages of any kind arising out of
or relating to the Services provided under this Agreement even if such party has been advised of the
possibility of such damages.
19.3 We warrant that:
(a) we have the right to license all rights in and to the Software to you, and that the Software
supplied by us under this Agreement does not infringe the U.S. intellectual property rights of
any third party; and
(b) at the Commencement Date, and for the duration of the Agreement, the Service will perform
in substantial accordance with the User Guide as set out in the User Guide document.
However, you accept that improvements and enhancements to the Service during the
Subscription Period may significantly change the User Guide. The sole remedy for breach of
the warranty under this clause 19.3(b) shall be correction of Defects by us within a reasonable
time from notification by you of the Defect that constitutes such breach. For the purposes of
this clause, a "Defect" is an error in the Software or website that causes the Service to fail to
operate substantially in accordance with User Guide document.
19.4 The sole remedy for a breach of the warranty given in clause 19.3(a) is that we shall defend, hold
harmless and indemnify you against all loss, damage, claims, liabilities, fees, costs and expenses
arising out of any action brought against you based on a claim that the Service infringes any U.S.
intellectual property right of any third party, provided that:
(a) we shall be notified promptly in writing of any such claim;
(b) you shall make no admission or settlement of such claim without our prior written consent;
(c) we shall have sole control of the defense and any negotiations for compromise;
(d) you shall provide, at our expense, such assistance as we reasonably require.
19.5 THE WARRANTIES IN CLAUSE 19.3 ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS, AND WE MAKE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SERVICES, SOFTWARE,
TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS, INFORMATION OR OTHER ITEMS
PROVIDED OR MADE AVAILABLE UNDER THIS AGREEMENT, AND HEREBY DISCLAIM ALL
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
19.6 OUR TOTAL LIABILITY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
OTHERWISE, SHALL NOT EXCEED A SUM EQUAL TO THREE YEAR'S SUBSCRIPTION FEE.
19.7 We shall not be liable if you are unable to access the Service or incur problems or loss when using
the Service because of any corruption, abuse or incorrect use of the website or usernames and
passwords or contravention of the terms of this Agreement (including any use of the Service with
equipment or other software which is incompatible) and/ or because of any variation or modification
to the website or Software which is unauthorized by us, and/or where the website or Software has
been used in contravention of the terms of this Agreement and/or in contravention of the website
terms and conditions and/or where the failure is due to factors external to the website and Software
including but not limited to damage or environmental conditions and/or failures in other equipment or
software and/or where the failure is due to incorrect, inaccurate, out of date or corrupted data supplied
by you.
19.8 Any delays caused by you shall be added to any estimated timescales for provision of the Service.
19.9 We shall effect and maintain, with a reputable insurance company, insurance policies set out in
Appendix 2.
19.10 We shall hold employer's liability insurance in respect of our staff in accordance with any legal
requirement for the time being in force.
19.11 We shall produce to you, on reasonable prior request, copies of the insurance policies referred to in
this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place,
together with receipts or other evidence of payment of the latest premiums due under those policies.
20. Dispute Resolution
20.1 Each party shall use commercially reasonable efforts to resolve any disputes arising under this
Agreement in good faith as soon as practicable. If any dispute cannot be resolved to the reasonable
satisfaction of the parties within ten (10) days after the dispute arose, either party may elect to escalate
the dispute to a representative executive of each party.
20.2 If such executives cannot resolve such dispute to their mutual satisfaction within thirty (30) additional
days, or such other period of time as mutually agreed upon by such executives, then the
parties agree to try in good faith to settle the disputeby mediation administered by the
American Arbitration Association ("AAA") under its Commercial Mediation Procedures. Prior
to resorting to litigation, eachparty agrees that it will attend no less than one full day of
mediation conductedby the mediator.
20.3 If the parties are unable to settle the dispute by mediation within 45 days after the parties resort to
mediation under this Section, then the dispute may be litigated in the Superior Court of California of
the County of Orange. Except as expressly set forth herein, neither party may proceed to litigation
without having escalated the dispute in accordance with this clause 20.
20.4 Notwithstanding the foregoing, in the event of a violation of (a) a Party's proprietary orconfidentiality
rights under clause 7, or (b) a party's proprietary or confidentiality rightsunder clause 18, nothing in
this Section shall prohibit either party from immediately applying to a court of competent jurisdiction
for a temporary restraining order, preliminary or permanent injunction, or other similar equitable relief.
THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY FOR ANY ACTION OR
PROCEEDING BROUGHT IN RELATION TO THIS AGREEMENT.
21. General
21.1 This Agreement constitutes the entire agreement between you and us relating to the use of the
Service, the website and the Software and supersedes all other agreements or understandings
between us and you.
21.2 If any provision in this Agreement is deemed to be illegal or unenforceable the rest of the provisions
will remain in full force and effect.
21.3 Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver of
any breach or right to enforce which may thereafter occur. No waiver may be valid against any party
hereto unless made in writing and signed by the party against whom enforcement of such waiver is
sought and then only to the extent expressly specified therein.
21.4 Neither party will be liable for any failure or delay in performing its obligations, in terms of this
agreement, due to circumstances beyond its reasonable control
21.5 You may not assign this Agreement, in whole or in part, to any third party without our prior written
consent.
21.6 We are your independent contractor, and are not your employee or agent. Nothing in this Agreement
shall render or be construed to make us (including any of our agents, employees or subcontractors)
your partners, joint venturers, employees or agents.
21.7 Each party acknowledges that it is entering into this Agreement solely on the basis of the agreements
and representations contained in this Agreement, and that it has not relied upon any representations,
warranties, promises, or inducements of any kind, whether oral or written, and from any source, other
than those that are expressly contained within this Agreement. Each party acknowledges that it is a
sophisticated business entity and that in entering into this Agreement it has had the opportunity to
consult with counsel of its choosing.
21.8 Notices to be given by us under this Agreement shall be in writing and may be given by email or
otherwise at our discretion and sent to the Designated Contacts within your organization as stated on
the offer. Notices by you must be given in writing and sent by either (a) post addressed to us at our
address at 1 Ainslie Road, Hillington Park Glasgow, G52 4RU as stated on the Offer or (b) by email
to contact(o)collectionhc.com or to such other address as we may notify to you from time to time;
N-2022-095
21.9 This Agreement shall be governed by, subject to and interpreted in accordance with the laws of the
State of California, as though entered into and performed in California.
Acceptance on behalf of Santa Ana Public Library:
1-year option or 3-year option X (check one)
ATTEST: CITY OF SANTA ANA
Daisy Gomez
Clerk of the Cou oil
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
� andon Salvatierra
Deputy City Attorney
RECOMM ED FOR APPROVAL
Brian 9temberg
Library Services Director
Library Services
Kristine Ridge
City Manager
BRIDGEALL LIBRARIES, LTD.
L88 ,41t& 9M
Lee Ann Queen (Apr 6, 202213:18 EDT)
Name: Lee Ann Queen
Title: Director Pricing Services
Appendix t
Service Targets
Availability
The collectionHQ service will be available 90% of the time 09.00
to 17.00 (your local time) Monday to Friday
Service Incidents
The collectionHQ Support Team will seek to provide an initial
response within 24 hours and a follow up within a maximum 48
hours to service incidents and thereafter regularly updated until
a resolution is reached. All incidents must be raised initially via
our Helpdesk by email to support@collectionHQ.com
Non -Critical Enquiries
The collectionHQ Support Team will respond to non -critical
enquiries within 3 days, deliver an answer within 10 days, and
update status every 5 days. A non -critical inquiry is defined as
a request for information that has no impact on the service
quality if not answered or acted upon promptly.
Appendix 2
Insurance Requirements
Bridgeall Libraries, LTD., shall procure and maintain for the duration of the Agreement
insurance against claims for injuries to persons or damages to property which may arise from
or in connection with products and services supplied to the City of Santa Ana ("City"). The
cost of such insurance shall be borne by Bridgeall Libraries, LTD.
1. Commercial General Liability ("CGL"): Insurance Services Office Form CG 00 01
covering CGL on an'bccurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence and $2,000,000 aggregate.
2. Additional Insured Endorsement Language
a. City of Santa Ana, officers, agents, employees, and volunteers are named as
additionally insured on this policy pursuant to written contract, agreement, or
memorandum of understanding. Such insurance as it is afforded by the policy
shall be primary, and any insurance carried by City shall be excess and
noncontributory.
b. Additional insured endorsements as required to accompany certificates of
insurance.
c. Certificate of insurance shall provide thirty (30) day prior written notice of
cancellation.
3. Additional Requirements
a. Certificates of insurance must be accompanied by a list of all excluded
coverages under the general liability and excess/umbrella liability policies.
b. The general liability and excess/umbrella liability documents must list the
corresponding policy numbers referenced on the certificate of insurance.
4. Certificate Holder
Must be addressed as follows:
City of Santa Ana
Risk Management Division
20 Civic Center Plaza
Santa Ana, CA 92702
_ --- --1 ® U
omqffed
ACTOR" CERTIFICATE OF LIABILITY SURANCE g 2oi2o21
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CO N ON THE IEAQ9ER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER 4WE COVERAGE tF,'� POLICIES
t' BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE IS NG HORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.A on %_
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) u v N 'te:
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requ' a an endQrsrr28:61ate 7, Ary�
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ II LL�� LL uu // Vu
PRODUCER CONTACT
NAME: Mitzi Hines
NFP Corporate Services (SE), Inc. PHONE FAX
1901 Roxborough Rd, Ste 300 A/C No Ext : 704-385-7236 A/c, No): 704-973-9501
E-MCharlotte NC 28211 ADDRESS: mitzi.hines@nfp.com
INSURER(S) AFFORDING COVERAGE NAIC #
INSURERA: Phoenix Insurance Company 25623
INSURED BAKE&TA-01 INSURERB: Charter Oak Fire Insurance Company 25615
Baker & Taylor LLC and Bridgeall Libraries Limited INSURERC: Travelers Property Casualty Company of America 25674
BTAC United Acquisition Holding Company and Its Direct and Indirect
Subsidiaries; INSURERD: Great American Alliance Insurance Company 26832
2810 Coliseum Center Drive, Suite 300 INSURERE: Accredited Specialty Insurance Company 16835
Charlotte NC 28217
I RIMPP G
COVERAGES CERTIFICATE NUMBER: 1402929368 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD
POLICYNUMBER
POLICY EFF
MM/DD
POLICY EXP
MM/DD
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
Y
N
Y-630-8S587628-PHX-21
11/2/2021
11/2/2022
EACH OCCURRENCE
$1,000,000
CLAIMS -MADE OCCUR
DAMAGE TO RENTED
PREMISES Ea occurrence
$ 1,000,000
MED EXP (Any one person)
$ 10,000
PERSONAL &ADV INJURY
$ 1,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$ 2,000,000
POLICY ❑ PRO
JECT LOC
PRODUCTS - COMP/OP AGG
$ 2,000,000
Employee Benefits
$ 1,000,000
OTHER:
B
AUTOMOBILE
LIABILITY
N
N
BA-8S58894A-21-14-G
11/2/2021
11/2/2022
COMBINED SINGLE LIMIT
Ea accident
$1,000,000
X
BODILY INJURY (Per person)
$
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accident)
$
X
PROPERTY DAMAGE
Per accident
$
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
Comp & Collision Ded
$ 1,000
C
X
UMBRELLALIAB
X
OCCUR
N
N
CUP-8S589161-21-14
11/2/2021
11/2/2022
EACH OCCURRENCE
$25,000,000
X
AGGREGATE
$ 25,000,000
EXCESS LAB
CLAIMS -MADE
DED X RETENTION $ 1 n nnn
$
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
N
WCE783802-00
11/2/2021
11/2/2022
X PER OTH-
STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE
E.L. EACH ACCIDENT
$ 1,000,000
OFFICER/MEMBER EXCLUDED? FN]
N/A
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
E
Cyber Liability
N
2-CIA-DE-17-SO104291-00
11/2/2021
11/2/2022
Each Claim/Aggregate
5,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required)
City of Santa Ana, officers, agents, employees, and volunteers are named as additional insured on a primary and non-contributory basis with respect to the
General Liability Coverage.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS.
Risk Management Division
20 Civic Center Plaza AUTHORIZED REPRESENTATIVE
Santa Ana CA 92702 Risk MuagmientDMslan
REVIEWED & APPROVEDBY:
@ 1988-2015 ACORD
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD _�_r,__ Ri5k Management specialist
POLICY NUMBER: Y-630-8S587628-PHX-21 GENERAL PURPOSE ENDORSEMENT
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED PERSON OR ORGANIZATION - NOTICE OF
CANCELLATION PROVIDED BY US
IL T4 05 05 19
THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:
ALL COVERAGE PARTS INCLUDED IN THIS POLICY
CONTINUATION OF FORM IL T4 05, PERSON OR ORGANIZATION:
ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT
NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF:
1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME
AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED
RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND
2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF
THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT.
ADDRESS:
THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST
FROM YOU TO US.
IL T8 03
Risk Management Division
Page REVIEWED & APPROVM BY:
NOW Risk Management Specialist
POLICY NUMBER: BA-8S58894A-21-14-G
ISSUE DATE: 12-6-21
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
ALL COVERAGE PARTS INCLUDED IN THIS POLICY
SCHEDULE
CANCELLATION: Number of Days Notice:
PERSON OR
ORGANIZATION:
ANY PERSON OR ORGANIZATION TO WHOM
CONTINUED ON IL T8 03
ADDRESS:
CONTINUED ON IL T8 03
CHARLOTTE
NC
28219-0888
F9116021•
30
If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days
is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization
shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the
number of days shown for Cancellation in such Schedule before the effective date of cancellation.
IL T4 05 05 19 0 2019 The Travelers Indemnity Company. All rights reserved
Risk Muagmient DMsian
REVIEWED & APPROVED BY: A*fp AvvA4
Risk Management Specialist
POLICY NUMBER: Y-630-8S587628-PHX-21
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
(Includes Products -Completed Operations If Required By Contract)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PROVISIONS
The following is added to SECTION II — WHO IS AN
INSURED:
Any person or organization that you agree in a
written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only:
a. With respect to liability for "bodily injury" or
"property damage" that occurs, or for "personal
injury' caused by an offense that is committed,
subsequent to the signing of that contract or
agreement and while that part of the contract or
agreement is in effect; and
b. If, and only to the extent that, such injury or
damage is caused by ads or omissions of you or
your subcontractor in the performance of "your
work" to which the written contract or agreement
applies. Such person or organization does not
qualify as an additional insured with respect to
the independent ads or omissions of such
person or organization.
The insurance provided to such additional insured is
subject to the following provisions:
a. If the Limits of Insurance of this Coverage Part
shown in the Declarations exceed the minimum
limits required by the written contract or
agreement, the insurance provided to the
additional insured will be limited to such
minimum required limits. For the purposes of
determining whether this limitation applies, the
minimum limits required bythe written contract or
agreement will be considered to include the
minimum limits of any Umbrella or Excess
liability coverage required for the additional
insured by that written contract or agreement.
This provision will not increase the limits of
insurance described in Section Ili — Limits Of
Insurance.
b. The insurance provided to such additional
insured does not apply to:
(1) Any "bodily injury", "property damage" or
"personal injury" arising out of the providing,
or failure to provide, any professional
architectural, engineering or surveying
services, including:
(a) The preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders or change orders, or the
preparing, approving, or failing to
prepare or approve, drawings and
spec ficflons; and
(b) Supervisory, inspection, architectural or
engineering activities.
(2) Any "bodily injury' or "property damage'
caused by "your work" and included in the
"products -completed operations hazard"
unless the written contract or agreement
specifically requires you to provide such
coverage for that additional insured during
the policy period.
C. The additional insured must comply with the
following duties:
(1) Give us written notice as soon as practicable
of an "occurrence" or an offense which may
result in a claim. To the e3dent possible, such
notice should include:
(a) How, when and where the "occurrence"
or offense took place;
(b) The names and addresses of any injured
persons and witnesses; and
(c) The nature and location of any injury or
damage arising out of the "occurrence"
or offense.
(2) If a claim is made or "suit' is brought against
the additional insured:
CG D2 46 0419 ® 2018 The Travelers Indemnity Company. All rights reserved
Risk MuaganentDhisian
REVIEWED & APPROVED BY:
�_r- Risk Management Specialist
COMMERCIAL GENERAL UABILITY
(a) Immediately record the specifics of the
claim or "suit" and the date received; and
(b) Notify us as soon as practicable and see
to it that we receive written notice of the
claim or "suit' as soon as practicable.
(3) Immediately send us copies of all legal
papers received in connection with the claim
or "suit", cooperate with us in the
investigation or settlement of the claim or
defense against the "suit', and otherwise
comply with all policy conditions.
(4) Tender the defense and indemnity of any
claim or "suit" to any provider of other
insurance which would cover such additional
insured for a loss we cover. However, this
condition does not affect whether the
insurance provided to such additional
insured is primary to other insurance
available to such additional insured which
covers that person or organization as a
named insured as described in Paragraph 4.,
Otter Insurance, of Section IV — Commercial
General Liability Conditions.
Page 2 c(2 0 2018 The Travelers Indemnity Company. All rights reserved.
Risk Muagmiad Division
REVIEWED & APPROVED BY: A*fp AesvA4
Risk Management Specialist
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Baker & Taylor LLC and Bridgeall Libraries Limited
Name:
Project
N-2022-095
Number:
Project
Offer for subscription to the collectionHQ Service
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
EXPIRATION
TYPE OF INSURANCE POLICY NUMBER COI DATE FILE NAME
DATE
70BAKERTAY
GENERAL LIABILITY 6304T145579 11/02/2023 11/16/2022 COI-City of Santa
Ana.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
5/17/2023 12:35 PM