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HomeMy WebLinkAboutSPRINGSHARE, LLC 1 INSURANCE ON FILE N-2024-373 WaRK MAY PROCEED UNTIL INSURANCE EXPIRES • / 'ZS sprun share CITY CLN V �ATF: �V 2 6 L024 uD(a ivp) QUOTATION Quotation Date: 2024-08-28 Specifically for: Santa Ana Public Library, 26 Civic Center Plaza,Santa Ana California,92701 United States. Thank you for considering Springshare products and services.We are delighted to present our quotation which is valid until 2024-09-30. Software and Services Proposed: Patron Point. Effective Date/Licence Start 2024-11-01 Termination Date/Licence End 2025-10-31 For Patron Point Only Number of email addresses 10000 Number of instances 1 One time fees Price Subtotal Patron Point Set Up $5,000.00 $0.00 Annual Annual services Price Subtotal Patron Point Subscription $6,000.00 $6,000.00 Patron Sync $1,000.00 $1,000.00 Transactions :N/A Transactions Price Subtotal Total $7,000.00 Version 24004 2 s r n share p g Please note:State and local taxes(where applicable)are not included. Terms and Conditions You are responsible for any costs associated with vendors or products whose services and tools interface with Springshare's products e.g. output programs,services,or subscriptions to APIs from the Library's ILS vendor. Within sixty(60)days of each anniversary of the Effective Date,you will be invoiced for the upcoming year's subscription, including any price increase and any applicable one-time fees for additional products or services you may add to your subscription. By signing below,you indicate that you that have full authority to enter into this agreement and accept the quotation provided and the terms and conditions provided in the Subscription Agreement in Appendix A. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on October_, 2024. ATTEST: CITY OF SANTA ANA Amp, -� ram%'_ 1; • /4' Jennifer L 1 II '4 Alvaro Nunez erk ) City Manager APPROVED AS TO FORM: SPRINGSHARE, LLC SONIA R. CARVALHO City Attorney /%" By: Brandon Salvatierra Name: Ian Downie Deputy City Attorney Title: President, Public Libraries Division RECOMMENDED FOR APPROVAL: Brian Sternberg Executive Director Library Services Agency Version 24004 3 s rnng p share Appendix A Springshare LLC, Software Subscription Agreement AGREEMENT:Subject to payment of applicable subscription fees, as specified in the Addendum to this Agreement, Springshare (801 Brickell Ave. Floor 8, Miami FL 33131) ("SPRINGSHARE"or"Licensor") hereby grants Santa Ana Public Library, 26 Civic Center Plaza, Santa Ana, California, 92701 United States ("Customer" or"Licensee") ("Licensor" and "Licensee,"each a"Party"and, together, "Parties")a non-exclusive, non-transferable license to use the software listed in the Quotation ("Software"). The License begins on the Effective Date (as set forth in the Quotation) and continues until the Termination Date(as set forth in the Quotation) unless renewed. This License may be extended by the mutual written agreement of the parties and after Licensee's payment of the agreed upon annual renewal license fee (which fee may be increased from time to time). In no event shall this Agreement be extended for a period longer than three(3)years or exceed Seven Thousand Dollars($7,000). Absent Licensor's express written consent, Licensee shall not, nor shall it permit, authorize, or assist any third party to: • modify,translate, merge, reproduce,enhance,or create derivative works based on the Software; • sell, resell, license, distribute rent, lease,grant a security interest in,or otherwise transfer rights to,the Software; or • reverse engineer or use the Software to(a) build a competitive product or service; (b) build a product using similar ideas,features; or functions of the Software or(c) copy any ideas,features, or functions of the Software. Licensor may modify this Agreement only with the mutual agreement of the Licensee. Licensee represents and warrants to Licensor that it will not transmit any materials that violate the rights of any third party, including intellectual property and contractual rights, or personal or privacy rights. Licensor shall not be responsible for losses, costs, expenses, claims and liabilities (including attorneys'fees) arising out of or relating to Licensee's violation of this Agreement. version 24004 4 s p g run share THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS,AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. TITLE: The Software is licensed, not sold, and Licensee has no ownership rights in the Software. Except for the License granted herein, Licensor retains all title, ownership rights, and intellectual property rights in the Software. The Software is protected by the copyright laws and treaties.The Licensor represents and warrants that it holds the rights to the intellectual property of the Software.Title and related rights in the content accessed through the Software is the property of the applicable content owner and may be protected by applicable law.This License gives you rights to use such content only within this Software. TERMINATION:This License shall be terminated if either Party commits a material or persistent breach of any term of this License and fails to remedy that breach(if capable of remedy)within thirty(30)days of notification in writing by the other Party. Either Party may terminate this License for any reason upon thirty(30) days written notice to the other Party. Upon termination, Licensee must cease using the Software and any continued use of Software by Licensee after termination shall be unauthorized. If Licensor is unable to service the Software until the end of the subscription period,or if Licensor unilaterally terminates the agreement, Licensor will provide a pro-rated refund to Licensee of the paid but unused subscription period,rounded up to the nearest full month. If Licensee unilaterally terminates this Agreement,the Licensee forfeits the right to the pro-rated refund of the unused subscription fees. OWNERSHIP OF DATA: Licensor does not own any data, information, or material that Licensee submits to the Software("Customer Data"). Licensee, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness,and intellectual property ownership or right to use of all Customer Data,and Licensor shall not be responsible or liable for the deletion, correction,destruction, damage, loss, or failure to store any Customer Data. Licensor agrees to only use Customer Information for the purposes of operating the Software and agrees to never resell, rent, or otherwise provide Customer Data to any third party unless specifically for the purposes of operating the Software to perform services under this Agreement. These restrictions shall not apply with respect to any confidential information of Licensee to the extent such confidential information: (a) is or has become generally publicly known or available other than by any act or omission of Licensor; (b)was rightfully known by Licensor before the time of first disclosure to Licensor by Licensee; (c) is rightfully obtained without restriction from a third party who has the right to make such disclosure and without breach of any duty of confidentiality to Licensee;or(d) is independently developed by Licensor without use of, reliance upon or reference to any confidential information of Licensee. Version 24004 5 s r n p g share In the event this Agreement is terminated, Licensor will make available to Licensee a file of the Customer Data in XML format within 30 days of termination if requested at the time of termination. Licensor agrees that it will delete Customer Data within 31 days of termination. Licensor will not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control. Licensor's services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Licensor is not responsible for any delays, delivery failures, or other damage resulting from such problems. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,TORT,CONTRACT, OR OTHERWISE,SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA,OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES.THE TOTAL LIABILITY OF LICENSOR TO LICENSEE IN ANY CALENDAR YEAR SHALL NOT EXCEED(a)TEN TIMES(10x)THE PAYMENTS MADE TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT IN THE CALENDAR YEAR IN WHICH SUCH LIABILITY AROSE, OR(b)THE APPLICABLE INSURANCE POLICY LIMIT, IF SUCH CLAIM OR LOSS IS COVERED BY INSURANCE,WHICHEVER IS GREATER.THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE,SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. SEVERABILITY: If any provision of this Agreement is held to be unenforceable,such provision shall be reformed to the extent necessary and to the extent possible to make it enforceable. If any such provision held enforceable cannot be reformed,the remainder of this License shall remain in effect. COUNTERPARTS:This License may be executed in one or more counterparts,each of which shall be deemed to be an original, but all of which shall constitute one and the same License. Delivery of an executed counterpart of a signature page to this License by facsimile or scanned pages shall be effective as delivery of a manually executed counterpart to this License. RELATIONSHIP OF THE PARTIES: Nothing contained in this License will be construed to(1)constitute the Parties as partners,joint venturers, co-owners,or otherwise as participants in a joint or common undertaking or(2)allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. Version 24004 6 s r n p J share GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. Both parties further agree that Orange County, California,shall be the venue for any action or proceeding that may be brought or arise out of, in connection with,or by reason of this Agreement. INSURANCE: Licensor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the City.The total cost of such insurance shall be borne by the Licensor. Such insurance shall be at least as broad as: a. Minimum Scope and Limit of Insurance (1) Commercial General Liability(CGL). Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" 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) Broader Coverage. If the Licensor maintains broader coverage and/or higher limits than the minimums shown above,the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Licensor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: (1) Additional Insured Status. The City of Santa Ana, its City Council, its officers,officials, employees,agents, and volunteers are to be covered as additional insured on the policies required above,with respect to liability arising out of work or operations performed by or on behalf of the Licensor including materials, parts, or equipment furnished in connection with such work or operations. (2) Certificate Holder. The Certificate Holder on each evidence of insurance certificate shall be: City of Santa Ana,Attn: (name of department staff responsible for Agreement), 20 Civic Center Plaza M-XX(responsible staff's department mailbox),Santa Ana, CA 92701. c. Verification of Coverage. Licensor shall furnish the city with original Certificates of Insurance including all required amendatory endorsement(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However,failure to obtain the required documents prior to the work beginning shall not waive the Licensor's obligation to provide them. The City reserves the right to require complete,certified copies of all required insurance policies, including endorsements required by these specifications,at any time. Version 24004 7 • s rtn share d. Special Events Coverage. Special events coverage is available and can be purchased by Licensor. Use this link to learn more: https://2sparta.com/selip applicaiton.php e. Special Risks or Circumstances. City reserves the right to modify these requirements,including limits, based on the nature of the risk,prior experience, insurer,coverage,or other special circumstances. Version 24004 Agreement_SpringShare LLC (license) pending BS signature Final Audit Report 2024-10-17 Created: 2024-10-17 By: Dylan Dario(ddario@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAA12otwNWuAZUQfWyb8VPQYdYgIfKigh-M "Agreement_SpringShare LLC (license) pending BS signature" History 5 Document created by Dylan Dario (ddario@santa-ana.org) 2024-10-17-6:42:05 PM GMT C' Document emailed to Brian Sternberg (bsternberg@santa-ana.org)for signature 2024-10-17-6:42:11 PM GMT 5 Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-10-17-7:24:25 PM GMT 60 Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date:2024-10-17-7:25:56 PM GMT-Time Source:server Agreement completed. 2024-10-17-7:25:56 PM GMT 0 Adobe Acrobat Sign AC0 CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYY!) 464.r.----- 1/12025 10/'21/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lock Companies,LLC CONTACI ton 444 W 47th Street,Suite 900 PHONE (AAX /C.Not City MO 64112-1906 C-MAIL - (816)960-9000 ADDRESS: kcasu@lockton.com INSURER'S)AFFORDING COVERAGE NAIC# INSURER A:Zurich American Insurance Company 16535 INSURED SPRQVGSHARE_LLC INSURER B:American Guarantee and Liab.Ins-Co. 26247 1080959 801 BRICKELL AVE,FLOOR 8 INSURER C: MIAMI FL 33131 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 21073618 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 TYPE OF INSURANCE INKED ADUL Sj vo POLICY NUMBER IMMMIDDY EFIYYYYLIMM/DOIYYYY)_ LIMITS A x COMMERCIAL GENERAL LIABILITY Y N CPO 3050920-02 1/1/2024 1/1l2025 EACH OCCURRENCE $ 1,000,000 CLAIMS MADE X OCCUR DAMAGE TO REN I ED PREMISES(Ea occurrereeI 5 1-000,000 MED EXP(Any one person) $ 10,000 PERSONAL S ADV INJURY € 1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000,000 -1 POLICY JE OF X LOC PRODUCTS-COMP/OP AGG $ 7-000,000 OTHER: € A AUTOMOBILE LIABILITY Y N CPO 3050920-02 1/0024 1/1/2025 COMBINED SINGLE LIMIT € (Ea acc derdj 1.000,000 x ANY AUTO BODILY INJURY(Per person) S OWNEDSCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ x HIRED V NON-OWNED PROPERTY DAMAGE € AUTOS ONLY AUTOS ONLY (Per accident) s�XXX b B x UMBRELLA LIAB X OCCUR Y N AUC 2440402-02 1/1r2024 1/1'2025 EACH OCCURRENCE $ 10.000.000 EXCESS UAB CLAIMS-MADE AGGREGATE 5 10,000,000 DED RETENTIONS $ 3DODOCCX WORKERS COMPENSATION NOT APPLICABLE PER AND EMPLOYERS'LIABILITY YIN STATUTE ER E ER ANY PROPRIETORPARTNER, CUTIVE EL EACH ACCIDENT € XXXXXXX OFF10ERMEMBER EXCLUDED? N IA (Mandatory in NH) EL DISEASE-EA EMPLOYEE b XXXXXXX tf yes,describe under DESCRIPTION OF OPERATIONS Wow EL DISEASE-POLICY LIMIT y DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Adddional Remarks Schedule.may be attached if more space is required) RE:City of Santa Ana,it City Council,officers,officials.employees,agents,and.vltmteers are to be entered as additional insureds on Contractor's CGL and AL policies with respect to liability arising out of wa k operations performed by or on hclulf of Contractor including materials-part,and equipment furnished in connection wi ai th sach work or operations d automobiles owned,leased, hired.or borrowed by or on behalf of Contractot Additional enured status can be provided in the form of an endorsement to Contractors insurance.Ten(10)days prior written notice for non-payment and Thirty(30)days prior written notice for policy cancellation shall be provided to City. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 21073618 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana, ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Lynn Nguyen,Library Services, 20 Civic Center Plaza M-42, AUTHORIZED REPRESENTATIVP' Santa Ana, CA 92701 / I �V- Ai .4,7 , ©198&.- 61 inn!`llnnnnATir'all All.-...F.a-.. ACORD 25(2016/03) The ACORD name and logo are registered marks of APPROVED By Cynthia Mora at 10:51 am, Nov 18, 2024 Policy Number CPO 3050920- 02 Endorsement No. 003 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY CHANGE ENDORSEMENT Zurich American Insurance Company Named Insured Cambridge Information Group, Inc Effective Date of Change: 11/05/2024 12:01 A.M., Standard Time Agent Name LOCKTON COMPANIES LLC Agent No. 37385000 This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. COVERAGE PART INFORMATION—Coverage parts affected by this change as indicated by IX below. ❑ Commercial Property X Commercial General Liability NO CHARGE ❑ Commercial Crime ❑ Commercial Inland Marine X Commercial Automobile NO CHARGE X Property Portfolio Protection NO CHARGE The following item(s): El Insured's Name X Insured's Mailing Address ❑ Effective/Expiration Date ❑ Insured's Legal Status/Business of Insured ❑ Payment Plan X Coverage Forms and Endorsements ❑Add/Delete Vehicle ❑ Deductibles X Additional Interest El Classification/Class Codes ❑ Limits/Exposures ❑ Underlying Exposure/Insurance El Covered Property/Location Description is (are)changed to read [See Additional Page(s)] SEE NEXT PAGE APPROVED By Cynthia Mora at 10:49 am, Nov 18, 2024 The above amendments result in a change in the premiums as follows: This premium does not include taxes and surcharges. X No Changes ❑ To be Adjusted at Audit Additional NO CHARGE Return NO CHARGE Tax and Surcharge Changes Additional NO CHARGE Return NO CHARGE U-GU-614-B Cw(10/16) Policy Number CPO 3050920 -02 Endorsement No. 003 COMMON POLICY CHANGE ENDORSEMENT Zurich American Insurance Company Named Insured Cambridge Information Group, Inc Effective Date of Change: 11/05/2024 12:01 A.M., Standard Time Agent Name LOCKTON COMPANIES LLC Agent No. 37385000 POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT'D) THE FOLLOWING ADDITIONAL INTEREST(ADDL INSURED) HAS BEEN ADDED TO THE POLICY: CITY OF SANTA ANA 20 CIVIC CENTER PLAZA M-42, SANTA ANA, CA 92701 THE FOLLOWING FORM(S) HAS BEEN ADDED: CG 20 26 12 19 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME APPROVED By Cynthia Mora at 10:49 am, Nov 18, 2024 REMOVAL PERMIT If this policy includes the Commercial Property Coverage Part, the following applies with respect to the Coverage Part: If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the value at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. U-GU-614-B CW(10/16 POLICY NUMBER: CPO 3050920 -02 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s)shown in the Schedule, but only with Section III —Limits Of Insurance: respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contract or agreement; or 1. In the performance of your ongoing operations; or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the applicable limits of insurance. 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. APPROVED By Cynthia Mora at 10:49 am, Nov 18, 2024 CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1