Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Sirsi Corporation dba SirsiDynix; 2015-07-15;
City Attorney Approved Version 9/27/16 1 AMENDMENT NO.6 TO AGREEMENT FOR FULL TRANSFER REMAINING EXECUTE AGREEMENT FROM SIRSIDYNIX TO BIBLIOTHECA, LLC BIBLIOTHECA, LLC This Amendment No. 6 is entered into and effective as of the ______ day of September, 2020, amending the agreement dated July 15, 2015 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), Sirsi Corporation DBA SirsiDynix a corporation (“Original Contractor”) and Bibliotheca, LLC, (“Contractor") (collectively, the “Parties”) in accordance with the Assignment Agreement whereby Original Contractor assigned all of its rights and obligations under this Agreement to Bibliotheca, LLC. This Amendment No. 6 is to update the terms of the Agreement to reflect the Assignment to Bibliotheca, LLC of all contractual obligations for automated materials handling and radio frequency identification systems at the City of Carlsbad Libraries. RECITALS A. On July 15, 2015, SirsiDynix and City entered into a Sales Agreement (“Original Contract”), attached hereto; and B. On February 24, 2016, the Parties executed Amendment No. 1 to the Agreement to amend the Agreement to include insurance language to reduce monetary exposure in the event of credit card data compromise to the City; and C. On May 25, 2016, the Parties executed Amendment No. 2 that modified the equipment list on the scope of services and fee schedule; and D. On February 8, 2017, the Parties executed Amendment No. 3 that reduced RFID tag products from the equipment list on the scope of services and fee schedule; and E. On July 10, 2018, the Parties executed Amendment No. 4 that returned 14 smartadmin™ software licenses from the Scope of Work; and F. On June 27, 2019, the Parties executed Amendment No. 5 to purchase 11 computers and self-check software; and G. The Parties desire to alter the Agreement to document the transfer of all contractual obligations from SirsiDynix to Bibliotheca who will fully perform all of the obligations, including supporting and maintaining all product supplied under the terms of the existing agreement and warranty, and has the right to license the software. Both SirsiDynix and Bibliotheca have mutually agreed to the transfer as demonstrated in Exhibit “B”, and H. The Parties have negotiated and agreed to the scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4Debbie Jo McCool Devin Castel Suzanne Smithson Ed Garbo Gary Barberio 28th City Attorney Approved Version 9/27/16 2 amended from time to time, Contractor will provide those services described in the original agreement. The total annual Agreement amount shall not exceed thirty-nine thousand dollars ($39,000). 2. All references to “SirsiDynix” in the original agreement are now replaced with “Bibliotheca, LLC” throughout. 3. The paragraph labeled “Subcontracting” on page 6 of Exhibit 2 of the Original Agreement is amended to read as follows: City recognizes that Comprise Technologies is the primary subcontractor of Bibliotheca under this Agreement and that other subcontractors may also be used. Bibliotheca will not subcontract any portion of the Services without prior written approval of the City. Bibliotheca will be fully responsible to City for the acts and omissions of Bibliotheca’s subcontractors and of the persons either directly or indirectly employed by the subcontractor, as Bibliotheca is for the acts and omissions of persons directly employed by Bibliotheca. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Bibliotheca and City. Bibliotheca will be responsible for payment of subcontractors. Bibliotheca will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Bibliotheca’s work unless specifically noted to the contrary in the subcontract and approved in writing by City. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies will be obtained by Contractor and maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 City Attorney Approved Version 9/27/16 3 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR - Bibliotheca CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SCOTT CHADWICK City Manager or as authorized to sign for City of Carlsbad Ray Hood, Chief Executive Officer (print name/title) ATTEST: By: (sign here) For BARBARA ENGLESON Michael Burstein, Chief Financial Officer City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney BY: _____________________________ ALLEGRA FROST Deputy City Attorney DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 Audra Mahoney Audra Mahoney City Attorney Approved Version 9/27/16 4 EXHIBIT “A” SCOPE OF SERVICES AND FEE The Contractor has requested, and the City has accepted for Sirsi Corporation DBA SirsiDynix to fully transfer all contractual obligations within this Agreement to Bibliotheca, LLC. The City has agreed to this transfer for the final year of the Agreement, covering the period of September 1, 2020 to August 31, 2021 at a cost not to exceed thirty-nine thousand dollars ($39,000). Bibliotheca, LLC assumes the previous contractual obligations, including supporting and maintaining all product supplied under the agreement and the warranty and has the right to license the software. Both Contractors have agreed to the transfer by signing the attached Assignment Agreement, Exhibit “B” that includes the following language. Assignment A. SirsiDynix assigns to the Bibliotheca, LLC all of SirsiDynix’s rights and obligations as set forth in the Original Agreement. The Original Agreement is attached hereto as Exhibit “C”. B. Bibliotheca, LLC accepts from SirsiDynix all the rights and obligations under the Original Agreement. C. SirsiDynix and City release each other from all future obligations under the Original Agreement. City releases and discharges SirsiDynix from all claims and demands arising under or in connection with the assigned rights and obligations of Original Contract, except that nothing in this Assignment Agreement shall affect or prejudice any claim or demand that either City or SirsiDynix may have against the other relating to matters arising before the Effective Date. D. Bibliotheca, LLC and SirsiDynix represent and warrant to City that: 1. The SirsiDynix is not in default of any of its obligations under the Original Contract; 2. The Bibliotheca, LLC is ready, willing and able to perform all of the duties, obligations and responsibilities of the Original Contract; and 3. The Parties hereto agree that this assignment is unconditional and without recourse. E. Any and all amounts due and owing from City to SirsiDynix for services rendered after the Effective Date under the Original Contract will be paid to Bibliotheca, LLC. Bibliotheca, LLC will indemnify City against any claim by SirsiDynix to such amounts. DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 1 ASSIGNMENT AGREEMENT This Assignment Agreement is made between SirsiDynix (“Assignor”), Bibliotheca, LLC (“Assignee”), and City of Carlsbad (“Customer”) (each a “Party” and collectively “Parties”) in consideration of mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged. This assignment is effective as of the date of the last signature below (“Effective Date”). WHEREAS, Assignor and Customer entered into a Sales Agreement dated July 15, 2015 (“Original Contract”), attached hereto; and WHEREAS, Assignor wishes to assign all of its rights and obligations under the Original Contract to Assignee; and WHEREAS, Assignee wishes to accept all of the rights and obligations under the Original Contract from Assignor; NOW THEREFORE, the Parties agree as follows: Assignment A.Assignor assigns to the Assignee all of Assignor’s rights and obligations as set forth in the Original Contract. The Original Contract is attached hereto as Exhibit A. B.Assignee accepts from Assignor all the rights and obligations under the Original Contract. C.Assignor and Customer release each other from all future obligations under the Original Agreement. Customer releases and discharges Assignor from all claims and demands arising under or in connection with the assigned rights and obligations of Original Contract, except that nothing in this Assignment Agreement shall affect or prejudice any claim or demand that either Customer or Assignor may have against the other relating to matters arising before the Effective Date. D.Assignee and Assignor represent and warrant to Customer that: 1.The Assignor is not in default of any of its obligations under the Original Contract; EXHIBIT “B” ASSIGNMENT AGREEMENT Made between SirsiDynix, Bibliotheca, and City of Carlsbad DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 2 2.The Assignee is ready, willing and able to perform all of the duties, obligations and responsibilities of the Original Contract; and 3.The Parties hereto agree that this assignment is unconditional and without recourse. E.Any and all amounts due and owing from Customer to Assignor for services rendered after the Effective Date under the Original Contract will be paid to Assignee. Assignee will indemnify Customer against any claim by Assignor to such amounts. SIGNATURE PAGE TO FOLLOW DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 3 SIGNATURE PAGE SirsiDynix -- Assignor By: ______________________________________ Title___________________________________ Date: _____________________________________ Bibliotheca, LLC -- Assignee City of Carlsbad -- Customer By: ______________________________________ Title: _____________________________________ Date: _____________________________________ By: Ray Hood ______________________________________ Title: Chief Executive Officer _____________________________________ Date: _____________________________________ City Manager Scott Chadwick Senior Counsel / Secretary Daniel Munro DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 9/3/2020 9/10/2020 9/28/2020 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/19/2020 (215) 579-6447 (215) 968-0973 20281 Bibliotheca LLC 3169 Holcomb Bridge Road Suite 200 Norcross, GA 30071 25623 25674 22667 A 1,000,000 X 99500812 1/1/2020 1/1/2021 1,000,000 10,000 1,000,000 2,000,000 2,000,000 COMBINED TOTAL 5,000,000 1,000,000B X BA0N26147220I3G 1/1/2020 1/1/2021 4,000,000A 79899612 1/1/2020 1/1/2021 4,000,000 C UB4K510946 1/1/2020 1/1/2021 1,000,000 1,000,000 1,000,000 A Errors & Omissions 99500812 1/1/2020 Each Claim 3,000,000 D Cyber Liability EONG31332485003 1/1/2020 1/1/2021 Limit 1,000,000 The City of Carlsbad, its officials, employees and volunteers are Additional Insured with respect to liability arising out of activities performed by or on behalf of the Named Insured where required by written contract for General Liability and Automobile Liability. City of Carlsbad 1775 Dove Lane Carlsbad, CA 92011 BIBLLLC-01 CFORTE Johnson, Kendall & Johnson, Inc. 109 Pheasant Run Newtown, PA 18940 Carrie Forte cforte@jkj.com Federal Insurance Company Phoenix Insurance Company Travelers Property Casualty Company of America ACE American Insurance Co. X 1/1/2021 X X X X X X X DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 JANUARY 1, 2020 JANUARY 1, 2020 TO JANUARY 1, 2021 JANUARY 1, 2020 DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 Policy #BA0N261472 DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 DocuSign Envelope ID: 95985F21-4F7A-4364-B842-383C8C5E41C4 AMENDMENTN0.5TOTHEAGREEMENTFORPURCHASECOMPUTERS AND SELF-CHECK SOFTWARE SIRSI CORPORATION OBA SIRSIDYNIX This Amendment No. 5 is entered into and effective as of the ~ 7 day of ..:::Tu " e, , 2019, amending the agreement dated July 15, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Sirsi Corporation OBA SirsiDynix, a Delaware corporation, USA ("Contractor") (collectively, the "Parties"). RECITALS A. On February 24, 2016 the Parties executed Amendment No. 1 to the Agreement to amend the Agreement to include insurance language to reduce monetary exposure in the event of credit card data compromise to the City; and B. On May 25, 2016 the Parties executed Amendment No. 2 that modified the equipment list on the scope of services and fee schedule; and C. On February 8, 2017 the Parties executed Amendment No. 3 that reduced RFID tags products from the equipment list on the scope of services and fee schedule; and D. On July 10, 2018 the Parties executed Amendment No. 4 that returned 14 smartadmin™ software licenses from the Scope of Work; and E. The Parties desire to alter the Agreement to purchase 11 computers and self-check software; and F. The Parties have negotiated and agreed to a supplemental scope of work, equipment and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services, Equipment and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to the services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services and equipment described in "Exhibit A". There shall not be any additional charges to the current agreement. 2. Contractor shall provide the equipment and complete all work described in Exhibit "A". 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version 1 /30/13 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By: OA;hltE::L t0.vMev / s~'iJ (print nameftitle) (:,E:N,~ e.A> t\lS E.1__ By: ,P,.ign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California HEATHER PIZZUTO Library & Cultural Arts Director ATTEST: ~w~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: r.EUAA BREWM~ -istant City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES, EQUIPMENT AND FEES The City has requested, and Contractor has agreed to the following. To purchase eleven (11) WIN10 upgrade kits which provides both the hardware and software for the SelfChecks. Upgrade kits will be covered under existing annual support and maintenance agreement, expiring August 31, 2021. Unit Cost Cost 11ea SCK600068-001-US $1,159 $12,749.00 SelfCheck 1000 WIN10 PC upgrade kit 110V (taxable) 11ea Installation of SelfCheck 1000 WIN workstations $499 $5,489.00 (non-taxable) 1ea SH P00000 1-00 $1,375 $1,375.00 ShippinQ and HandlinQ (non-taxable) 1ea Sales Tax 7.75% $988.05 Grand Total: $20,601.05 City will have the right to use the products in accordance with the Contractor's terms of end use which may accompany the products. Title to Hardware identified shall pass to City on delivery of the Hardware to City. Thereafter, City will be responsible for risks of loss or damage, except for loss or damage caused by Contractor in the process of Installation. Hardware warranties shall be governed by the manufacturer's warranty which begin at the time of Installation. Contractor warrants that it is an authorized distributor of the Hardware and makes no other warranties of any kind with respect to the Hardware. Contractor Contacts: SirsiDynix Senior Market Consultant Bill Routt 0: 800-288-8020 ext. 5543 M: 801-361-0095 E: Bill.routt@sirsidynix.com or Fax 801-765-6543 Account Manager Mason Humphrey 0: 877-207-3127 ext. 376 E: m.humphrey@bibliotheca.com Delivery: City of Carlsbad Attn: Devin Castel I James Jones 1775 Dove Lane, Carlsbad, CA 92011 Invoicing / Payment: All invoices shall be submitted to City's Sr. Business Specialist Devin Castel and shall be sufficiently detailed to include related expenses. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. City Attorney Approved Version 1 /30/13 3 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 2/28/2019 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 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 '-UNO><'-Fam Christensen NAME: Diversified Insurance Group PHONE (801)325-5000 I r..e~ Nol: (801) 532-2804 'II.Ir' No cv•\• 136 E. South Temple Street ~tcf'~~ss,pchristensen@diversifiedinsurance.com Suite 2300 INSURER(S) AFFORDING COVERAGE NAIC # Salt Lake City UT 84111 INSURER A: Great Northern Insurance 20303 INSURED Sirsi Corporation INSURER B : Federal Insurance Company 20281 SirsiDynix INSURER C : Chubb Indemni tv Ins Co . 12777 3300 N. Ashton Blvd, #500 INSURER D : Ace American Ins. Co. 52421 INSURER E: Lehi UT 84043 INSURERF: COVERAGES CERTIFICATE NUMBER:2019 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 VV!TH 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,en W'1n POLICY NUMBER IMM/DD/YYYYl IMM/DDIYYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -:J CLAIMS-MADE [i] OCCUR A DAMAGE TO RENTED PREMISES /Ea occurrence\ $ 1,000,000 X 35988036 3/1/2019 3/1/2020 MED EXP (Any one person) $ 10,000 -PERSONAL & ADV INJURY $ 1,000,000 -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 fl □ PRO-□LOG PRODUCTS -COMP/OPAGG $ 2,000,000 POLICY JECT OTHER: Employee Benefits Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) -ANY AUTO BODILY INJURY (Per person) $ A -ALL OWNED ~ SCHEDULED AUTOS AUTOS X 73578677 3/1/2019 3/1/2020 BODILY INJURY (Per accident) $ --NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS <Per accident) $ --Hired Collision $ X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 10 000 000 -B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I X I RETENTION $ 0 79887790 3/1/2019 3/1/2020 $ WORKERS COMPENSATION XI mTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A C (Mandatory in NH) 71739842 3/1/2019 3/1/2020 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 000 000 D Cyber / E&O Liability G29010432001 3/1/2019 3/1/2020 Limit Per Occ./Agg. $5,000,000 [claims made form] Retro Date: 12/15/1999 Oed. $100', 000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad and Carlsbad City Library are named as Additional Insured with respects to General. Liability as per written contract with the insured. Coverage under this policy shall be primary insurance as respects the City, its officials, employees and volunteers with respect to work performed by the insured. 30 Day notice of Cancellation is included. Waiver of Subrogation included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad Carlsbad City Library Info Tech Dept. 1635 Faraday Carlsbad, I ACORD 25 (2014/01) INS025 (201401) CA Ave. 92008 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Pam Christensen/PC ,~.,,,~ © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I J CHUBB. Liability Insurance Endorsement Policy Period Effective Date Polley Number Insured Name of Company Date Issued MAROI 1, 2019 TO MAROI 1, 2020 MAROI 1, 2019 3598-80-36 DEN SD INTERMEDIATE INC. AND SUBSIDIARIES GREAT NORTIIERN INSURANCE COMPANY MAROI 14, 2019 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added Who IB An Insured Additional Insured - Scheduled Person Or Organization L/ablllty Insurance Form fJO-<R-2387 (Rev. 5-0'1) Persons or organizations shown in the Schedule are lmureds; but they are lmureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an Insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an Insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -SchedulBd Person Or Organization continued Page 1 CHUBB. Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 8()..()2-2367 (Rev. s-on Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated. pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated. pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Addlt/onal Insured -Schedulsd Person Or Organization /astpege Page 2 AMENDMENTN0.4TOTHEAGREEMENTFOR AUTOMATED MATERIALS HANDLING (AMH) AND RADIO FREQUENCY IDENTIFICATION (RFID) SYSTEMS SIRSI CORPORATION OBA SIRSIDYNIX No. 4 is entered into and effective as of the / C:flJ day of -~--_._,'--"'i~F""ot,-------' 2018, amending the agreement dated July 15, 2015 (the "Agreement") b na between the City of Carlsbad, a municipal corporation, ("City"), and Sirsi Corporation OBA SirsiDynix, a Delaware corporation, USA ("Contractor") (collectively, the "Parties") for amending the equipment list and services provided. RECITALS A. On February 24, 2016 the Parties executed Amendment No.1 to the Agreement to amend the Agreement to include insurance language to reduce monetary exposure in the event of credit card data compromise to the City; and B. On May 25, 2016 the Parties executed Amendment No. 2 that modified the equipment list on the Scope of services and fee schedule; and C. On February 8, 2017 the Parties executed Amendment No. 3 that reduced RFID tag products from the Scope of Work; and D. The Parties desire to alter the Agreement to reduce RFID, Dove and Cole Library products from the Scope of Work; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to the services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services and equipment described in "Exhibit A". There shall not be any additional charges to the current agreement. 2. Contractor shall complete all work described in Exhibit "A". 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. This space intentionally left blank City Attorney Approved Version 1/30/13 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By~ CITY OF CARLSBAD, a municipal corporation of the State of California By: ~tu; uJb Library & ult&?!t Arts Director D~!\E;L ¥\Dt..Je0 GE:Ne:g:M_ ~\)~ G;;J~tt,n~~~oc;, ~ c:: S~ ATTEST: By //4 \ f wmc0Mtzzl~~ (sign here) h~ARBARA ENGLESON uOt\:}J M~tJ \Je HNAtJe,~ City Clerk (print namettltle) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY MM/_ L ~Assistant CityAttorney City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE The City has requested and SirsiDynix has agreed to the following changes on the initial agreement's scope of work. The City did not use, and does not plan to use, the following products during the term of the agreement. In return, SirsiDynix will issue a credit on account for the City, allowing the City to purchase merchandise against the account credit until the fund balance has depleted or after a three month period from when the amendment is signed, whichever occurs first. If there remains a credit balance at the end of the three month period, SirsiDynix will refund the City the remaining balance in full. Delete I Credit from RFID Pricing Sheet: Unit Cost Cost 11ea smartadmin TM license for remote self-($185.00) ($2,035.00) checkout kiosks manaqement Subtotal ($2,035.00) Delete I Credit from Dove Library Pricing Sheet: Unit Cost Cost 2ea smartadmin™ AMH remote management ($185.00) ($370.00) license Subtotal ($370.00) Delete I Credit from Cole Library Pricing Sheet: Unit Cost Cost 1ea smartadmin™ AMH remote management ($185.00) ($185.00) license Subtotal ($185.00) Total I ($2,590.00) I City Attorney Approved Version 1 /30/13 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 6/18/2018 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 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 ~2~~~CT Pam Christensen Diversified Insurance Group -~:~...Extl: ( 801) 32 5-500 0 ] FAX _ _IA/C, No): (801) 532-2804 136 E. South Temple Street ~t1l~~ss: pchristensen@di versifiedinsurance. com ---·--~ Suite 2300 INSURER(S) AFFORDING COVERAGE NAIC# -------- Salt Lake City UT 84111 INSURER A :Great Northern Insurance 20303 ·---------- INSURED Sirsi Corporation INSURER B :Federal Insurance Comeany_ ·20281 SirsiDynix INSURER C :Chubb Indemnity Ins Co. 12777 --- 3300 N. Ashton Blvd, #500 INSURER_D_ cAce American Ins. Co. INSURER E: ---··-·---· - Lehi UT 84043 INSURER F: COVERAGES CERTIFICATE NUMBER·2018 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 \NlTH 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 ADDL SUBR ,~Shl&~. ,:~~i!ii~. LTR TYPE OF INSURANCE '·--~~ lunm POLICY NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ =-J CLAIMS-MADE W OCCUR ~~~~~iJ9E~~~~~r?ence) A $ 1,000,000 X 35988036 3/1/2018 3/1/2019 MED EXP (Any one p_erson) $ 10,000 -- PERSONAL & ADV INJURY $ 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 ~1 POLICY [] jrg: [] LOC ----- PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: Employee Benefits Liability $ 1,000,000 AUTOMOBILE LIABILITY fE~~~~~~~llNGLE LIMIT $ 1,000,000 - A ANY AUTO BODILY INJURY (Per person) $ -----ALL OWNED ~ SCHEDULED AUTOS AUTOS X 73578677 3/1/2018 3/1/2019 BODILY INJURY (Per accident) $ -~ NON-OWNED PROPERTY DAMAGE -- X HIRED AUTOS X AUTOS ( Per accident) $ --------------------- Hired Collision $ X UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ 10,000,000 - B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 ----- DED I X I RETENTION$ 0 79887790 3/1/2018 3/1/2019 $ WORKERS COMPENSATION X r PER l j OTH- AND EMPLOYERS' LIABILITY STATUTE ER --~~ Y/N -------- ANY PROPRIETOR/PARTNER/EXECUTIVE ~ E.L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A C (Mandatory in NH) 71739842 3/1/2018 3/1/2019 E.L. DISEASE -EA EMPLOYEI $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Cyber I E&O Liability G29010432001 3/1/2018 3/1/2019 Limit Per Occ./Agg $5,000,000 [claims made form] Retro Date: 12/15/1999 Ded $100,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Carlsbad and Carlsbad City Library are named as Additional Insured with respects to General Liability as per written contract with the insured. 30 Day Notice of Cancellation included (see attached) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad City Library ACCORDANCE WITH THE POLICY PROVISIONS. Info Tech Dept. 1635 Faraday Ave. AUTHORIZED REPRESENTATIVE Carlsbad, CA 92008 P~ /11~ Pam Christensen/PC © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) INS025 (201401) The ACORD name and logo are registered marks of ACORD ./ / CHUBB. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued MARCH 1, 2018 TO MARCH 1, 2019 MARCH 1, 2018 3598-80-36 DEN SD INTERMEDIATE INC. AND SUBSIDIARIES GREAT NORTHERN INSURANCE OOMPANY MARCH 13, 2018 This F.ndorsement applies to the following forms: GENERAL LIABil...ITY Who Is An Insured Additional Insured - Scheduled Person Or Organization LlablJ/ly lnsu,ance Fotm ~2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds onlv if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for in jurv or damage, to which this insurance aw lies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Schedu/ad Person Or Organization continued EndorNrnent Paga 1 CHUBB• Llablmy Endorsement (continued) Conditions Other Insurance - Primarv. Noncontributory Insurance -Scheduled Person Or Organization LlablJlly /nsu,ance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obli~ated, pursuant to a contract or iw:eement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Aulhotlzed Rep,esenlaUve Additional Insured -Scheduled Person Or Organization last page Endorument Page 2 CHUBB. Policy Conditions Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued MARCH 1, 2018 TO MARCH 1, 2019 MAROl l, 2018 3598-80-36 DEN SD INTERMEDIATE INC. AND SUBSIDIARIES GREAT NORTIIERN INSURANCE COMPANY MAROl 13, 2018 This Endorsement applies to the following forms: COMMON POLICY CONDIT10NS Conditions Cancellation Polley Conditions Form 80-02-9760 (Ed. 8-<JO) The following changes are made as respects exposures in the state of Utah. Under Conditions, the provisions titled Cancellation and When We Do Not Renew are deleted and replaced by the following: A. The first Named Insured shown in the Declarations may cancel this policy by writing or giving notice of cancellation. B. Cancellation of policies in e fleet for less than 60 days. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: 1. 20 days before the effective date of cancellation if we cancel for nonpayment of premium; or 2. 60 days before the effective date of cancellation if we cancel for any other reason. C. Cancellation of policies in effect for 60 days or more. 1. If this policy has been in effect for 60 days or more or ,if this policy is a renewal of a policy we issued, we may cancel this policy only for one or more of the following reasons: a. nonpayment of premium; Utah Mandatory continued Endorsement Paga 1 Conditions Cancellation (continued) Non renewal Polley Conditions Form 8~·9760 (Ed. 8-00) b. material misrepresentation; c. substantial change in the risk assumed. unless we should reasonably have foreseen the change or contemplated the risk when entering the contract; or d. substantial breaches of contractual duties, conditions or warranties. 2. If we cancel, we will mail or deliver to the first Named Insured written notice of cancellation, stating the reason for cancellation, at least a. 20 days before the effective date of cancellation if cancellation is for the reason stated in C.1.a. above; or b. 60 days before the effective date of cancellation if cancellation is for any other reason. D. Our notice of cancellation will be mailed to the first named insured's last known address, and will indicate the date on which coverage is terminated. E. The earned premium will be computed on a pro rata basis. Any unearned premium will be returned as soon as practicable. F. Notice of cancellation must be delivered or mailed by first class mail. If notice of cancellation is mailed, proof of mailing will be sufficient proof of notice. If we elect to not renew this policy, we will mail, by first class mail, written notice of nomenewal to the first Named Insured, at the last mailing address known to us, at least 30 days before the expiration or anniversary date of this policy. We need not mail this notice if: • you have accepted replacement coverage; • you have requested or agreed to nonrenewal; or • this policy is expressly designated as nonrenewable. If notice is mailed, proof of mailing is sufficient proof of notice. All other terms and conditions remain unchanged. Utah Mandatory last page EndorNment Page2 EXHIBIT "A" SCOPE OF SERVICES AND FEE The City has requested and SirsiDynix has agreed to the following change on the initial agreement's scope of work. The City will return 6,000 RFID Disc/Media tags as identified below and SirsiDynix will not charge the City a restocking charge for the returned items. In return, SirsiDynix will issue a credit on account for the City, allowing the City to purchase merchandise against the account credit until the fund balance has depleted or after a three month period from when the amendment is signed, whichever occurs first. If there remains a credit balance at the end of the three month period, SirsiDynix will refund the City the remaining balance in full. Return I Credit from RFID Tags Pricing Sheet: Unit Cost Cost 6,000ea ISO 28560-2 Compliant Full Coverage RFID ($0.59) ($3,540.00) Disc/Media Tags Total ($3,540.00) City Attorney Approved Version 1/30/13 3 AMENDMENT NO. 2 TO THE AGREEMENT FOR AUTOMATED MATERIALS HANDLING (AMH) AND RADIO FREQUENCY IDENTIFICATION (RFID) SYSTEMS SIRSI CORPORATION (DBA SIRSIDYNIX) This Amendment No. 2 is entered into and effective as of the Q~ day of .. Ufbc~ , 20fu, amending the agreement dated July 15, 2015 (the "Agreement") by andbween the City of Carlsbad, a municipal corporation, ("City"), and Sirsi Corporation DBA SirsiDynix, a Delaware corporation, USA ("Contractor") (collectively, the "Parties") for amending the equipment list and services provided. RECITALS A. On February 24, 2016 the Parties executed Amendment No.1 to the Agreement to amend the Agreement to include insurance language to reduce monetary exposure in the event of credit card data compromise to the City; and B. The Parties desire to alter the Agreement to amend specific equipment and services to the Scope of Work; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to the services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services and equipment described in "Exhibit A". There shall not be any additional charges to the current agreement 2. Contractor shall complete all work described in Exhibit "A". 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. This space intentionally left blank City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES AND FEE The City has requested and SirsiDynix has agreed to the following changes of equipment. There will be no monies exchanged for these changes. Delete from Cole Library Pricing Sheet: Unit Cost Cost 1ea Triple-aisle security gates for west entrance ($9,395.00) ($9,395.00) (direct mount) Subtotal ($9,395.00) Add as Equipment and Components: Unit Cost Cost 1ea Double-aisle security gate for Cole Library $7,495.00 $7,495.00 2ea RFID Staff Workstations $745.00 $1,490.00 (inclusive of pad antenna and RFID reader) 1ea Training as specified by_ City $410.00 Subtotal $9,395.00 Balance Due $0 City Attorney Approved Version 1/30/13 3 AMENDMENT NO. 1 TO AGREEMENT FOR AUTOMATED MATERIALS HANDLING (AMH) AND RADIO FREQUENCY IDENTIFICATION (RFID) SYSTEMS SIRSI CORPORATION (DBA SIRSIDYNIX) ~This Amendment No. 1 is entered into and effective as of the !Jq/-l1 day of o \1>.1\. .. p.c...._~ , 20lli amending the agreement dated July 15, 2015 (the "Agreement") by and tween the C1ty of Carlsbad, a mumc1pal corporation, ("C1ty''), and S1rs1 Corporation DBA SirsiDynix, a corporation in the State of Delaware, USA ("Contractor") (collectively, the "Parties") for adding insurance language to existing agreement. RECITALS A. The parties desire to amend the original agreement executed on July 15, 2015; and B. The Parties desire to alter the Agreement's scope of work to include insurance language to reduce monetary exposure in the event of credit card data compromise to the City, C. The Parties have negotiated and agreed to a supplemental scope of work, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. There shall not be any additional charges to the current agreement. 3. Contractor will complete all work described in Exhibit "A". 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1/30/13 1 EX HI BIT "A" SCOPE OF SERVICES AND FEE Comprise acknowledges that the SCOTISDALE INSURANCE COMPANY® PRIVACY PLUS COVERAGE, which includes the PCI Advantage Insurance Program is currently in force, and agrees to continue the same or equivalent in force throughout the term of this agreement. Comprise agrees to provide library with an endorsement to the policy which provides for advance notification to library if the policy is terminated. City Attorney Approved Version# 05.22.01 3 SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 3 of 24 (i SirsiDynix' Payment by the City is due Net 30. Taxable items will be detailed on the Purchase Order (PO); however, per California law, sales of tangible items are generally subject to sales tax, while services are not. TERM AND TERMINATION Term The Effective Date of commencement of this Agreement shall be the date indicated above. The Term of this Agreement shall begin on the Effective Date and shall extend for the length of the term per schedule contained in Exhibit 1 at the end of acceptance outlined below, unless terminated earlier under one of the termination provisions contained in this Agreement. The initial term of this Agreement shall extend five (5) years from the projected Dove Library Go Live date of May, 2016, with the first year warranty commencing on the Dove Library Go Live date. Go Live Date means, with respect to SirsiDynix Software license orders, the date on which the Software is accepted by City for operational use for normal daily business at each library facility, including performing core functions for which it was intended. Parties agree that Go Live date may be different for each library facility. Subcontracting City recognizes that Bibliotheca, LLC and Comprise Technologies are primary subcontractors of SirsiDynix under this Agreement and that other subcontractors may also be used. SirsiDynix will not subcontract any portion of the Services without prior written approval of City. SirsiDynix will be fully responsible to City for the acts and omissions of SirsiDynix's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as SirsiDynix is for the acts and omissions of persons directly employed by SirsiDynix. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of SirsiDynix and City. SirsiDynix will be responsible for payment of subcontractors. SirsiDynix will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to SirsiDynix's work unless specifically noted to the contrary in the subcontract and approved in writing by City. Termination In the event of the SirsiDynix's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying SirsiDynix by certified mail of the termination. If City decides to abandon or indefinitely postpone the Work or Services contemplated by this Agreement City may terminate this Agreement upon written notice to SirsiDynix. Upon notification of termination, SirsiDynix has five (5) business days to deliver any documents owned by City and all Work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of Work that SirsiDynix has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In this event and upon request of City, SirsiDynix will assemble the work product and put it in order for proper filing and closing and deliver it to City. SirsiDynix will be paid for Work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. DUTIES OF SIRSIDYNIX 1. SirsiDynix agrees to provide the Equipment and Services in Exhibit 1 . 2. While performing the Services, SirsiDynix will exercise the reasonable professional care and skill customarily exercised by reputable members of SirsiDynix's profession and will use reasonable diligence and best judgment while exercising its professional skill and expertise. www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement. page 4 of 24 8 SirsiDynix" 3. Except where explicitly noted and agreed to by the City upon receipt of proper waivers, SirsiDynix will comply with all local laws, ordinances, and regulations bearing on the performance of the Work. 4. SirsiDynix shall enforce good order and discipnne among its employees and subcontractors, if any, and shall keep work areas reasonably free from waste materials and rubbish resulting from its operations. 5. SirsiDynix shall deliver products and perform its services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. 6. SirsiDynix will compensate all company employees and subcontractors, if used, for all work performed in the execution of the project. 7. SirsiDynix will have the authority to act on behalf of the City only to the extent provided in this Agreement unless otherwise modified by written instrument. 8. SirsiDynix will supply City with written invoices according to the payment schedule specified in the Agreement or, if not specified, following shipment of products to the City. Unless otherwise stated and agreed to in writing, SirsiDynix is not responsible for the collection or payment of any duties, excise, sales, use property, retailers, occupation, business, or similar tax. The amount of any such taxes which are payable in accordance with the provisions of any statute or rules, regulations or decision of any taxing authority, will be paid by the City. 9. SirsiDynix agrees that title to all Work and Equipment covered by an invoice for payment will pass to the City upon receipt of such payment. 1 0. SirsiDynix warrants products in accordance with the warranty attached to this Agreement (Exhibit 2). 11. SirsiDynix agrees to support and maintain products during the first year of operation in accordance with document entitled Annual Maintenance and Support for SirsiDynix Products (Exhibit 3). 12. Following the first year, SirsiDynix agrees to continue to support and maintain products supplied under this Agreement for the period(s) specified in the Equipment Maintenance and Lifespan Policy (Exhibit 4), on a year by year basis, contingent upon the City's payment in advance for such support and maintenance. 13. SirsiDynix represents that in the performance of the Work, duties, and obligations assumed by it under this Agreement that it is acting and performing as an independent contractor and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the City. 14. SirsiDynix agrees to indemnify and hold harmless City from all claims and suits for loss of or damage to property, including loss of the use thereof, or injuries including death to persons, and from all judgments recovered therefore, and from all expense in defending said claims or suits, including court costs, attomey fees and other expenses, caused by an act or omission of SirsiDynix and/or its subcontractors, their respective agents, servants and employees working on the project and not caused by the fault or negligence of the City. 15. SirsiDynix will obtain and maintain for the duration of the Agreement any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by SirsiDynix or SirsiDynix's agents, representatives, employees, and subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of Califomia. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of Califomia's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 5 of 24 0 SirsiDynix' 15.1 Coverage and Limits. SirsiDynix will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on SirsiDynix's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by SirsiDynix pursuant to this Agreement are adequate to protect SirsiDynix. If SirsiDynix believes that any required insurance coverage is inadequate, SirsiDynix will obtain such additional insurance coverage, as SirsiDynix deems adequate, at SirsiDynix's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 15.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 15.1.2 Automobile Liability. (if the use of an automobile is involved for SirsiDynix's work for City). $1 ,000,000 combined single-limit per accident for bodily injury and property damage. 15.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Califomia Labor Code. Workers' Compensation will not be required if SirsiDynix has no employees and provides, to City's satisfaction, a declaration stating this. 15.1.4 Professional Liability. Errors and omissions liability appropriate to SirsiDynix's profession with limits of not less than $1 ,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 15.2 Additional Provisions. SirsiDynix will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 15.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 15.2.2 SirsiDynix will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 15.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 15.2.4 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, SirsiDynix will fumish certificates of insurance and endorsements to City. 15.3 Failure to Maintain Coverage. If SirsiDynix fails to maintain any of these insurance coverages, then City will have the option to declare SirsiDynix in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. SirsiDynix is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from SirsiDynix or deduct the amount paid from any sums due SirsiDynix under this Agreement. 15.4 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 16. Business License Required. SirsiDynix will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. DUTIES OF CITY 1. City will inspect all products immediately upon delivery, noting damage to extemal packaging and/or contents on the delivery receipt or bill of lading. City will immediately notify SirsiDynix of such damage. City understands that failure to immediately report damage may result in the inability to file claims with the shipper www.SirsiDynix.com 8 SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 6 of 24 @ SirsiDynix" or insurance companies. Damages not covered as a result of the City's failure to examine or report are the full responsibility of the City. 2. City will issue purchase orders to SirsiDynix in writing for the Equipment and Services listed in Exhibit 1 , noting desired delivery dates that will not be earlier than sixty days following receipt of the purchase order by SirsiDynix. 3. Unless noted otherwise on the purchase order, City will be prepared to receive products from the date of its purchase order. The specific date for delivery and commencement of installation shall be agreed upon in consultation befween the City and SirsiDynix. Should City, due to delays in construction or for any other reason, not be prepared to accept delivery on or before the stated desired delivery date on the purchase order, SirsiDynix will delay without penalty the shipment of product for up to fwo weeks following that date as long as no cost-incuning changes are required in the SirsiDynix technician's installation schedule. Furthermore, as SirsiDynix will be required to store the equipment until City accepts delivery, City will be charged 0.5% of the purchase price of the system and/or products each month until system and/or products are shipped and received by City. 4. City does not have a truck high dock at any of its facilities and can accept deliveries only during Ubrary business hours. Ubrary Leaming Center equipment shall be delivered to 3368 Eureka Place, Carlsbad, CA 92008. Cole Library equipment shall be delivered to 1250 Carlsbad Village Drive, Carlsbad, CA 92008. Dove Library equipment and all RFID equipment shall be delivered to 1775 Dove Lane, Carlsbad, CA 92011. Estimated delivery periods are identified in Exhibit 1 . 5. City will remit payment in U.S. Dollars. 6. Payments for products/services are due within thirty days of invoice receipt. 7. Support and maintenance is invoiced prior to the start of the contract year and is due within thirty days of invoice. 8. If City claims exemption from any taxes imposed by any taxing authority, City will save SirsiDynix harmless from any such tax, together with any interest, fines, or penalties thereon, which may at any time be assessed against it by reason of the fact that such Work or portion thereof is held to be taxable by the taxing authority. In the event that the City is exempt from such taxes or should City elect to pay such taxes directly to the taxing authority, then City shall provide SirsiDynix with a valid tax exemption certificate or similar document in form satisfactory to SirsiDynix. 9. City is responsible for security and paying for all licenses and permits required for execution of the work. 10. City will designate a primary and secondary contact person for the purpose of coordinating with SirsiDynix representatives all technical aspects and implementation of the system(s). The City's primary contact shall be the Senior Business Systems Specialist or designee; the City's secondary contact shall be the Business Systems Associate or designee. 11 . Individuals designated above will promptly provide to SirsiDynix all information needed by SirsiDynix for implementation of the system. 12. City warrants that the project is located on real property owned by the City and that access to such real property will be fumished to SirsiDynix at such times and on such dates as SirsiDynix may reasonably require in connection with the execution and completion of the Work. City will provide a clear path for access to and from the installation site for personnel and equipment. Unless noted in the Scope of Work, City will ensure that not later than the scheduled start of installation date, the installation site is free and clear, that all civil work and necessary removal or modifications of existing equipment or buildings is concluded, and that all necessary City provided infrastructure, including but not limited to electrical and nefwork connections, is in www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 7 of 24 8 SirsiDynix' place according to SirsiDynix specifications. City will be fully responsible for all costs associated with the failure of the City to meet these requirements. These costs include, but are not limited to, additional work performed by SirsiDynix to prepare the site, additional time required for installation and training, and the additional costs associated with required travel. 13. City understands that the proper performance of the system depends upon a thorough understanding and implementation of the installation and operating instructions provided by SirsiDynix. City is responsible for ensuring that all staff, volunteers and others who perform services at the City's behest are fully trained in the operation of the system components with which they are working. SirsiDynix shall provide written user documentation covering all concepts required to attain a thorough understanding of the installation, configuration, and operating instructions for all Equipment. 14. City will report all system problems to SirsiDynix or its designated subcontractor. 15. At City or SirsiDynix' s request, City will allow SirsiDynix access at the City's discretion to generate system reports as may be needed. . 16. City will not modify SirsiDynix hardware or software without first notifying SirsiDynix, with the exception of customer accessible configuration files. 17. City agrees to permit SirsiDynix reasonable remote access to support the System as demonstrated in Exhibit 1 . 18. City represents that any software provided under this Agreement is the intellectual property of SirsiDynix or its subcontractor(s) and is protected by law, including copyright laws and intemational treaties. Copies of software may not be made without the expressed written consent of a SirsiDynix or its subcontractors' authorized representative with the exception of system backups for recovery purposes. 19. City shall take all reasonable steps to protect SirsiDynix' s intellectual property rights. MISCELLANEOUS 1. Force Majeure. The parties to this Agreement will not be liable for any delay or failure to perform their obligations if that failure or delay is due to any cause or condition beyond the control of that party and, in particular, without limitation, any failure, damage or loss due to fire, flood, exposure or any act of God, industrial disturbance, failure of electrical telecommunications networks, acts of vandalism, sabotage, civil services, war, changes in legislation or regulations of any govemment or govemmental agency, refusal or revocation of any license or consent by the govemment of any authority. 2. Indemnification. SirsiDynix agrees to indemnify and hold harmless City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attomeys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the SirsiDynix, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 3. The parties expressly agree that any payment, attomey' s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 4. Change orders. City is fully responsible for any and all costs that are incurred as a result of changes initiated by City to this Agreement, to any other contract signed between SirsiDynix and the City related to the Work, to any Purchase Order issued to SirsiDynix by the City related to the Work, and to any instructions provided to SirsiDynix by the City related to the Work. www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 8 of 24 fi SirsiDynix" 5. Accounting Records. SirsiDynix will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. SirsiDynix will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. SirsiDynix will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 6. Severability. Should any court of competent jurisdiction declare any provision of this Agreement invalid, then such provision shall be severed and shall not affect the validity of the remaining provisions of this Agreement. 7. Costs and Expenses. Each party will pay its own costs and expenses in relation to the negotiations leading up to and in relation to the preparation, execution and carrying into effect of this Agreement and all other documents referred to in it. In the event that either party deems it necessary to take legal action to enforce any provisions of this Agreement, the prevailing party shall be entitled to reasonable attomey fees and court costs at all stages of litigation. 8. Notices. Notices shall be provided in writing to the contacts stated in Exhibit 6. 9. Headings. The headings in this Agreement are for convenience and reference and are not intended to define or limit the scope of any provision of this Agreement. 1 0. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against the parties to this Agreement. 11. Inter-Local Purchase. To the full extent permitted by locaL state and federal law, the prices, terms and conditions of this agreement, in part or in whole, may be extended to other similar governmental and non-governmental bodies without restriction and without compensation. The aforementioned bodies may or may not be affiliated with the parties to this agreement through a purchasing cooperative, inter-local participation agreement, consortium or other cooperative agreement designed to extend contractual terms agreed to by any one member to all members of the cooperative group. 12. The City shall have access to all SirsiDynix Equipment and Services that are part of this Agreement. 13. General Compliance with Laws. SirsiDynix will keep fully informed of federaL state and local laws and ordinances and regulations which in any manner affect those employed by SirsiDynix, or in any way affect the performance of the Services by SirsiDynix. SirsiDynix will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of SirsiDynix's services with all applicable laws, ordinances and regulations. SirsiDynix will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 14. Discrimination and Harassment Prohibited. SirsiDynix will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 15. Dispute Resolution. If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of SirsiDynix or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would www.SirsiDynix.com 1L SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 9 of 24 (i SirsiDynix" be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 OJ business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 16. Claims and Lawsuits. By signing this Agreement, SirsiDynix agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. SirsiDynix acknowledges that if a false claim is submitted to City, it may be considered fraud and SirsiDynix may be subject to criminal prosecution. SirsiDynix acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. SirsiDynix acknowledges that the filing of a false claim may subject SirsiDynix to an administrative debarment proceeding as the result of which SirsiDynix may be prevented to act as a SirsiDynix on any public work or improvement for a period of up to five (5) years. SirsiDynix acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 17. Jurisdiction and Venue. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 18. Successors and Assigns. It is mutually understood and agreed that this Agreement will be binding upon City and SirsiDynix and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by SirsiDynix without the prior consent of City, which shall not be unreasonably withheld. SirsiDynix shall provide notification to the City within 24 hours upon any change in ownership or executive leadership. 19. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Within the Agreement, in case of conflict, the terms of the Agreement will supersede any attachments. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Intentionally left blank www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement. page ll of 24 8 SirsiDynix' Exhibit 1: Work & Products to Be Provided Following this page and forming a part of the Sales Agreement is SirsiDynix's work to be performed and Services and Equipment to be provided to the City. Total Not to Exceed Agreement Amount: $649,959.00, which includes initial equipment costs of $494,749.00 plus ongoing maintenance as detailed below, over the term of the agreement. Schedule Go Live date + 1 year equals warranty period. Final Acceptance equals Go Live date + 30 days. Location Go Live Library Learning Center October 2015 Cole Library February 2016 Dove Library May 2016 RFID PRICING SHEET Equipment QUANTITY PRICE PER EXTENDED UNIT PRICE RFID Staff Workstations (inclusive of pad 10 745.00 7.450.00 antenna and RFID reader) Annual Hardware and Software Maintenance Free for the 1st Year for Staff Workstations Software System License 1 16,995.00 16,995.00 smartadmin™ license for remote self-checkout 11 185.00 2,035.00 kiosks management Installation (All locations: hardware, RFID, 4,000.00 Dove, Cole, LLC) Shipping (All locations: hardware, RFID, Dove, 3,800.00 Cole, LLC) Training and support Included Hardware and Software Maintenance Free for the 1 st Year Includes applicable tax on RFID Staff 596.00 Workstations TOTAL COST YEAR ONE INCLUDING TAX: 34,876.00 • Estimated delivery date for all RFID Equipment: September 8, 2015 Intentionally left blank www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 12 of 24 @ SirsiDynix" RFID TAGS PRICING SHEET PRODUCTS QUANTITY PRICE PER UNIT EXTENDED PRICE ISO 28560-2 Compliant RFID Book Tags 100,000 $0.17 $17,000 (includes black logo printing) ISO 28560-2 Compliant RFID Book Tags 4,000 $0.145 $580 ISO 28560-2 Compliant Full Coverage RFID 6,000 $0.59 $3,540 Disc/ Media Tags Shipping and Handling 1 $660 Applicable tax $1,690.00 TOTAL COST YEAR ONE INCLUDING TAX: $23,470.00 Intentionally left blank www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 13 of 24 0 SirsiDynix" PRICING SHEET FOR DOVE LIBRARY Vendor PRICE PER EXTENDED Required Components Description/Model Number (Units) UNIT PRICE Sorter with 11 sort destinations including two designations easily convertible 1 112,999.00 112,999.00 between totes or high capacity bins. See Appendix A for Dove AMH Option 2. Printer configured to automatically print hold slips located near staff induction Included 12 high capacity bins (four wheel lockable 12 995.00 11,940.00 swivel casters) Receipt Printer at Patron Inductions (2 2 1,100.00 2,200.00 total) One internal patron induction-RFID Only Included One external patron Induction-RFID Only Included One staff Induction-RFID Only Included Annual hardware and software Free for the 1 '' Year maintenance for AMH system smartadmin™ AMH remote management 2 185.00 370.00 license Double-aisle security gates for front 1 entrance (direct mount) 7,495.00 7,495.00 smartadmin™ Remote security gate 1 185.00 185.00 manaQement license Annual hardware and software maintenance for security gates Free for the 1 '' Year Self-checkout stations (kiosk style) 6 14,982.00 89,892.00 Smartserve 1 OOOs with Comprise SmartPay terminals and Cash & Coin Payment capabilities targeted payment functionality, and associated reconciliation reporting Annual hardware and software maintenance for self-check stations Includes Payment Free for the 1 '' Year Installation Shipping Included Training Support Hardware and Software Maintenance Free for the 1st Year Includes applicable tax on AMH, bins, 17,962.00 receipt printers, gates and self-checkout kiosks TOTAL YEAR ONE COST INCLUDING TAX: 243,043.00 • Credit amount for existing AMH diverter components is $9,663. This figure has already been applied to the new AMH total of $112,999. • Paper for initial operation of all holds printers, receipt printers and any other devices requiring paper shall be provided by the SirsiDynix with full paper rolls. • Estimated delivery window for all Dove Library Equipment: April 4-April 12, 2016. • Craig Chandler will be principal installer as part of onsite AMH installation team. www.SirsiDynix.com lb SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 14 of 24 8 SirsiDynix' PRICING SHEET FOR COLE LIBRARY Vendor PRICE PER EXTENDED Required Components Description/Model Number (Units) UNIT PRICE Sorter with 7 sort destinations including two designations easily convertible 1 69,995.00 69,995.00 between totes or high capacity bins. See Appendix A for Cole AMH available space. Printer configured to automatically print hold slips located near staff induction Included 8 high capacity bins (four wheel lockable 8 995.00 7,960.00 swivel casters) Patron Receipt Printer ( 1) 1 1,100.00 1,100.00 One staff lnduction(s)-RFID: + 1 patron int. Included induction Annual hardware and software Free for 1 st Year maintenance for AMH system smartadmin™ AMH remote management 1 185.00 185.00 license Triple-aisle security gates for west 1 9,395.00 9,395.00 entrance (direct mount) Double-aisle security gates for east 1 entrance (direct mount) 7,495.00 7,495.00 smartadmin™ Remote security gate 2 185.00 370.00 management license Annual Hardware and Software Free for 1 st Year Maintenance for Security Gates Self-checkout stations (kiosk style) 4 14,982.00 59,928.00 Smartserve 1 OOOs with Comprise SmartPay terminals and Cash & Coin Payment capabilities, targeted payment functionality, and associated reconciliation reportinq Annual Hardware and Software Free for 1st Year Maintenance for Self Check Stations Includes Payment Installation Shipping Included Training Support Hardware and Software Maintenance Free for the 1st Year Includes applicable tax on AMH, bins, 12,471.00 receipt printer, gates and self-checkout kiosks TOTAL YEAR ONE COST INCLUDING TAX 168,899.00 • Paper for initial operation of all holds printers, receipt printers and any other devices requiring paper shall be provided by the SirsiDynix with standard full paper rolls. • Estimated delivery window for all Cole Equipment: November 30-December 8, 2015. • Craig Chandler will be principal installer as part of the onsite AMH installation team. www.SirsiDynix.com 17 SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 15 of 24 @t SirsiDynix' PRICING SHEET FOR LIBRARY LEARNING CENTER Vendor PRICE PER UNIT EXTENDED Required Components Description/Model Number (Units) PRICE Double-aisle security gates for front 1 7,495.00 7,495.00 entrance {direct mount) smartadmin™ Remote security gate 1 185.00 185.00 management license Annual hardware and software Free for 1st Year maintenance for security gates Self-checkout stations (kiosk style) Smartserve 1 OOOs with Comprise SmartPay 1 14,982.00 14,982.00 terminals and Cash & Coin Payment capabilities, targeted payment functionality, and associated reconciliation reporting Annual hardware and software Includes Payment Free for 1st Year maintenance for self-service kiosk Installation, shipping, training, support Included Hardware and Software Maintenance Free for 1st Year Includes applicable tax on Self-checkout 1,799.00 kiosk and gates TOTAL YEAR ONE COST INCLUDING TAX 24,461.00 • Estimated del1ver date of all Library Learn1ng Center Equipment: September 8, 2015 Total equipment costs as shown above not to exceed: $494,749. Maintenance Paid Annually with Minimum Five-Year Contract Maintenance covering all equipment for all installation locations shall be paid annually so long as monies are appropriated by the City Council within the City's budget. Year 1 of annual maintenance shall begin on projected Dove Library Go Live Date of May 2016. Yearl Year2 Year3 Year4 YearS Free $38,802.36 $38,802.36 $38,802.36 $38,802.36 Payments to SirsiDynix Payments to SirsiDynix shall be processed as follows· Payment 1 To be invoiced upon Shipping of Learning Center Equipment and written acceptance of installation by City. Payment 2 To be invoiced upon Shipping of Cole Library Equipment and written acceptance of installation by City. Payment 3 To be invoiced upon Shipping of Dove Library Equipment and written acceptance of installation by City with confirmation of Go Live Date, estimated for May 2016. Payment 4 Year 2 of Annual Maintenance shall be paid on anniversary of Go Live Date Payment 5 Year 3 of Annual Maintenance shall be paid on 2nd anniversary_ of Go Live Date Payment 6 Year 4 of Annual Maintenance shall be paid on 3rd anniversary of Go Live Date Payment 7 Year 5 of Annual Maintenance shall be paid on 41h anniversary_ of Go Live Date www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 16 of 24 8 SirsiDynix' Exhibit 2: One Year Limited Warranty SirsiDynix warrants that the equipment provided in conjunction with any SirsiDynix developed and supplied system(s) to be free from factory defects for a period of one year from the date of written acceptance by the City after installation. SirsiDynix will offer a 12-month, 1 00% money-back performance guarantee on all equipment purchased and covered by a 12-month extended warranty or service agreement. If the system does not perform to the level of performance outlined in the specification document for this product, SirsiDynix must either make the system meet the specified performance level or refund the entire purchase price and remove the system at no charge to the City. This limited warranty does not extend to any SirsiDynix product which, as determined by SirsiDyinx and in consultation with the City, has been subjected to abuse, misuse, neglect, or accident. Further, any abuse, misuse, neglect, improper installation, accident, enhancement, modification, alteration or change made without SirsiDynix's written consent will invalidate SirsiDynix's Limited Product Warranty. In the event that it is determined the equipment failure is covered under this warranty, SirsiDynix shall, at its sole option, repair or replace the piece of equipment with functionally equivalent or better equipment and return such repaired or replaced equipment without charge for service or return freight. This limited warranty, except as to title is in lieu of all other warranties or guarantees, either express or implied, and specifically excludes, without limitation, warranties of merchantability and fitness for a particular purpose under the uniform commercial code, or arising out of custom or conduct. The rights and remedies provided herein are exclusive and in lieu of any other rights or remedies. In no event shall SirsiDynix be liable for any indirect or consequential damages, incidental damages, damages to person or property, or other damages or expenses due directly or indirectly to the purchased equipment, except as stated in this warranty. In no event shall any liability of SirsiDynix exceed the actual amount paid to SirsiDynix for a specific piece of equipment involved in the incident. Unless specifically contracted otherwise, warranty service is provided under the terms and conditions of SirsiDynix's standard yearly support and maintenance agreement with the exception of any reference to software updates. Intentionally left blank www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 17 of 24 8 SirsiDynix' Exhibit 3: Terms and Conditions of Support and Maintenance Billing cycle for Support and Maintenance will be on an annual basis beginning with the first anniversary of the Dove Library Go Live Date. I. Coverage. SirsiDynix will provide City support and maintenance services on an annual basis subject to SirsiDynix's Equipment Maintenance Policy and payment of the annual Equipment Support and Maintenance Fee. The following services will be provided during the period covered as described below: i. With the exception of consumable supplies (e.g. receipt paper, batteries), SirsiDynix will repair or replace hardware components unless such failure is caused by City, as determined by SirsiDynix in consultation with the City. ii. SirsiDynix will guarantee the operational uptime of 98% for each component listed in Exhibit 1 . Operational uptime will be measured by the City as the operational downtime in relationship to library business hours for City's facilities. (Business Hours-Operational Downtime)/Business Hours= Operational Uptime. Library Business Hours= M-Th 7:30am- 9:00pm; Fri-Sun 7:30am -5:00pm; Dove Library AMH Operational Hours = 24 hours per day/7 days per week. Routine maintenance on the AMH system will not be factored into these totals. iii. Installation of new or replacement equipment will not be considered complete until the installation is fully operational and functioning according to the product specifications and written acceptance from the City. An incomplete installation will be subject to the 100% money-back performance guarantee (Exhibit 2). iv. Replacement parts, whether new or refurbished, will be equal to or better than the parts being replaced. Replacement parts will be provided on an exchange basis. End of Support (EOS) for Hardware products is specified in the attached document entitled SirsiDynix Maintenance and Equipment Lifecycle Policy. v. In the event that the City reports material bugs or defects in the Software, SirsiDynix shall use commercially reasonable efforts to correct or replace the Software or provide the services necessary to remedy any programming error attributable to SirsiDynix that affects the functionality of the Software. vi. SirsiDynix shall provide points of contact for City to report Product problems, failures, and defects and to request Product changes and enhancements. Only those individuals specifically designated by the City shall contact SirsiDynix in regard to such matters and SirsiDynix is not obligated to respond to any other employees except those specifically designated. City's designated employees shall be any Circulation Lead Librarian, Circulation Supervisor, Senior Circulation Supervisor, Business Systems division staff, Library Administration staff, or designated Agreement contact. vii. SirsiDynix shall provide the maintenance and support services during the service period by telephone, facsimile, emaiL on-site visit, and online support portal. Response levels will be based on the following severity levels: • Severity 1: The Equipment or component is unusable, the fault is business critical and there is no workaround available. • Severity 2: The Equipment or component is usable, but an important function is not working correctly and/or supported by a workaround. www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 18 of 24 @ SirsiDynix" • Severity 3: Minor problem. SirsiDynix guarantees to respond to all service calls within two (2) hours of the initial call to the Bibliotheca help desk from the City. viii. SirsiDynix guarantees to respond to all service calls within two (2) hours of the initial notification to the Bibliotheca help desk from the City via phone, email, facsimile, on- site, or online portal. Remote support technician will be fully trained by the manufacturer to perform support on related hardware or software. ix. For Severity 2 or Severity 3 service calls received outside of the Bibliotheca help desk operating hours, the City will receive a callback by the end of business the next day. For Severity 1 issues, the City will have access to an after-hours escalation number and will receive a callback within 2 hours. For issues that can be resolved remotely, the resolution will be within 24-hours from the initial help desk call from the City. x. For issues that require on-site support, SirsiDynix guarantees to be on-site within 24 hours of being notified by the City that the equipment or any component (self-service unit, security gate, workstation, AMH) is out-of-service. The on-site support technician will be fully-trained by the manufacturer to perform service on any related hardware or software. For these outages, SirsiDynix guarantees to have a resolution in place for outages related to their solution within 24-hours after the initial on-site visit. • SirsiDynix shall be responsible for outbound shipping costs of products and components covered under this agreement. • As a part of this agreement, SirsiDynix shall supply City any and all updates, improvements, and modifications to the Licensed Programs that SirsiDynix makes available to its licensees without charge, provided that SirsiDynix reserves the right to charge separately for new options or new applications that, in the discretion of SirsiDynix, constitute a new software product. • Such updates, improvements, and modifications shall be provided to the City within the framework of periodic official releases. Software support will be limited to the two most recently distributed releases. • Maintenance services to be provided by SirsiDynix under this Agreement do not include: 1. Correction of errors ans1ng from changes, alterations, additions, or modification by persons other than the employees or agents of SirsiDynix or caused by the operation of the Product other than in accordance with the operating specifications. 2. Correction of errors arising from the fault, neglect, misuse, or omission of the City or its servants, agents, contractors, invitees, or any other person whether or not that person is under the control or direction of the City. 3. Rectification of errors or defects caused by the incorrect or unauthorized use, modification, revision, variation or translation of the software by the City or its servants, agents, contractors, or invitees. 4. Repair of damage arising from the failure or surge of electrical power, fusion, fire, air conditioning malfunction, damage caused in transportation (unless www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 19 of 24 8 SirsiDynix" transportation provided by SirsiDynix), or any other environmental factor or cause other than a cause arising from normal use of the Product. 5. Correction of errors caused by the use of computer programs not licensed by SirsiDynix for use by the City. 6. City shall be responsible for ILS/LMS-related changes and will bear the responsibility and costs incurred when these changes result in changes to SirsiDynix system configurations. 7. SirsiDynix will ensure that all payment enabled self-check units are adherent to current PCI standards and are PA-DSS compliant. II. Assignment of Warranties on Hardware Products. In addition to SirsiDynix's obligations under the Maintenance Agreement, SirsiDynix hereby assigns to the City all rights of SirsiDynix or its subcontractors under any manufacturer's warranties applicable to Hardware Products purchased under this Agreement to the extent such assignment is permitted under such warranties. Such assignment will be effective upon payment of the Total Purchase Price and all other charges invoiced for the shipment of the Products. Except as provided hereunder or pursuant to an executed Maintenance Agreement, SirsiDynix shall have no obligation to provide maintenance support or other services for Hardware Products purchased under this Agreement. Ill. Limitation on Services. Notwithstanding the above, in the event that City or any third party enhances, modifies, alters, or otherwise makes any change to the Products without the prior express written consent of SirsiDynix, SirsiDynix shall have no obligation whatsoever to provide maintenance or support of such Products at any time after such enhancement, modification, alteration, or change. This does not apply to City changes to local configuration files. Notwithstanding anything herein to the contrary, SirsiDynix's obligation to provide maintenance and support for the Licensed Programs shall extend only to the most recent version and the next most recent version of the Licensed Programs provided to City. IV. Upgrades. The information technology industry is dynamic and marked by frequent product replacement and upgrades. With respect to hardware and third party software, City retains the responsibility for the costs of purchase and installation of said upgrades necessary to maintain the functionality of system if they are not covered under the annual maintenance agreement. V. City Obligations. During the term of this Agreement: i. City shall provide SirsiDynix with sufficient documentation, information, assistance, support, and test time on City's computer system to duplicate any reported problems, certify that the problem is with the Equipment, and certify that the problem has been corrected. SirsiDynix will be provided with remote access to systems to aid the troubleshooting and repair process. ii. City shall designate specific employees who will be trained in all aspects of the products, including trouble shooting. These, and only these employees, may contact SirsiDynix for technical matters related to this Agreement (equipment or component operations issues). SirsiDynix may be contacted by other City staff related to non- technical issues (contract language, amendments, extensions, billing, general communications, etc.). www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 20 of 24 (I SirsiDynb( iii. City is responsible for performing scheduled preventative maintenance as per product specifications. iv. City shall provide SirsiDynix' s Maintenance personnel with proper and safe access to the equipment and software at all requisite times for the purpose of providing the maintenance services. v. City will provide SirsiDynix with at least thirty days written notice of the City's intention to move the equipment to a location other than a City facility. Intentionally left blank www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 21 of 24 8 SirsiDynix" Exhibit 4: Equipment Maintenance Policy The supplied self-service solution will be maintainable throughout the life of the Equipment while it has a valid support contract. All parts will be replaced and/or repaired free of charge should they become defective during the life of the equipment. This excludes any consumables (toner, printer paper, receipt paper, etc.). SirsiDynix guarantees its tags for the life of the items to which they are affixed. Should the City find a tag that is inoperable, SirsiDynix will replace it, free of charge. Intentionally left blank www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 22 of 24 0 SirsiDynix" Exhibit 5: Software License Agreement SirsiDynix hereby agrees to grant City, who agrees to accept the following licensed rights and limitations ("License") for City's use of SirsiDynix-provided software. 1. Software: Software, under the terms and conditions of this License (referenced hereinafter as "Software"), means any of the following components provided to City by SirsiDynix: i. Any computer programs provided by SirsiDynix, either consisting of a set of instructions, calculations and/or statements loaded in a computer (or a device which incorporates a computer) or recorded on a computer readable medium for loading in a computer; ii. Supportive instructional/reference materials such as: training materials, manuals, on- screen tutorials, and other computer program relevant materials whether on paper or computer readable media ("Documentation"); and iii. Any new release, update, upgrade, enhancement, addition, supplement, modification of a program or additional SirsiDynix Software and/or its Documentation provided by SirsiDynix, subsequent to the initial delivery, that is not licensed by specific reference under a mutually agreed upon separate license agreement. 2. Grant of License: SirsiDynix hereby grants City and City hereby accepts a non-transferable, non-exclusive license, under applicable copyrights and/or trade secrets, to use SirsiDynix- provided Software only on the specific computer(s) for which it was registered and delivered to City. All Software (other than Documentation) will be provided by SirsiDynix to City in machine-readable object code only. City acknowledges that it does not acquire any rights of title or ownership in the Software (including Documentation) and agrees that all proprietary rights to the Software shall at all times remain with SirsiDynix or its relevant third-party provider. City may, for its internal use only, print or otherwise reproduce SirsiDynix-developed Documentation if all included SirsiDynix markings, e.g. trademarks, copyrights and statements of confidentiality, are included on each copy. City acknowledges and agrees that any third party documentation supplied by SirsiDynix, which is marked as copyrighted and/or confidential, shall not be copied or reproduced in any manner. 3. Term of License: This License shall remain in force from the date of delivery and continue until City ceases all use of the Software or City's licensed rights are terminated for cause. City acknowledges and agrees that if this Agreement terminates for any reason, all of City's licensed rights to the Software (including Documentation) are relinquished and, within five business days thereafter, City (at SirsiDynix's option) will either deliver to SirsiDynix or destroy the original and all copies of the Software including its Documentation. Upon SirsiDynix's request, City agrees to certify to SirsiDynix in writing its full compliance with this provision. 4. Assignment: This License and any rights granted herein shall not be transferred, sub-licensed or assigned to any third party without the prior written consent of SirsiDynix. 5. Termination: If City neglects or fails to pay the specified license fees, or fails to adhere to any of its obligations hereunder, this license may be immediately terminated by SirsiDynix for cause. 6. Security and Limitations of License: City acknowledges and agrees that: www.SirsiDynix.com SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 23 of 24 8 SirsiDynbc" i. All Software and upgrades of Software (including its Documentation), which are provided to City by SirsiDynix, contain proprietary copyrighted, trade secret and/or confidential information of SirsiDynix or its relevant third-party provider; ii. City shall not decrypt, reverse engineer, reverse compile, modify, or create derivative works of the Software; iii. City and its employees shall take all reasonable precautions to safeguard and hold all Software, including upgrades, additions and enhancements, in confidence, at least to the same extent that it protects its own most valuable confidential information; iv. If City violates this License or does not pay the agreed upon licensing fees, SirsiDynix will have all of the rights provided herein and available under law, including the right to injunctive relief; v. If any other communication, agreement or purchase order conflicts with, or may affect interpretation of. the understandings set forth herein, this License shall control as the singular expression of licensed rights. Intentionally left blank www.SirsiDynix.com Donna Heraty From: Donna Heraty Sent: Thursday, July 16, 2015 4:09 PM 'david.tuttle@sirsidynix.com' Shelley Collins; Heather Pizzuto REQUIRED CONFUCT OF INTEREST Resolution No. 2015-050.pdf To: Cc: Subject: Attachments: To Whom It May Concern: You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code-Resolution No. 2015-050 (attached), the employee(s) of your company that work directly with city staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim- Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Position Disclosure • Your "Assuming Office" date for this filing is July 16, 2015. • Even if there are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 1S DUE IN THE CITY CLERK'S OFFICE BY 5:00 PM, AUGUST 16, 2015. Mailing Address: City Clerk's Office, 1200 Carlsbad Village Drive, Carlsbad, CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents you may use as reference: • FAQ: Form 700 Disclosure • Local Gift Fact Sheet In addition, when your contract with the City of Carlsbad is completed, the employee(s) that filed the Assuming Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the 11Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. **Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per california Government Section Code 91013. 1 If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. ~ <,( ¢.' ~ C!TY Oi CARLSBAD Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 www.carlsbadca.gov P: 760-434-2808 F: 760-720-6917 donna.heraty@carlsbadca.gov Please consider the environment before printing this e-mail 2