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HomeMy WebLinkAboutSpringshare LLC; 2021-01-22; PSALCA-22053LIBCity Attorney Approved Version 6/12/18 1 AGREEMENT FOR LIBCAL AND LIBANSWERS WEB SOFTWARE SERVICES SPRINGSHARE, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and SPRINGSHARE, LLC, a limited liability corporation ) for LibCal and LibAnswers web software services. RECITALS City requires the professional services of a web service company that is experienced in customized library solutions which includes a searchable question and answer platform and calendaring software which manages online calendar events and offers room bookings. Contractor has the necessary experience in providing these professional software services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period from February 9, 2021, for a period of one (1) year with three (3) optional one (1) year extensions for a total of four (4) years. 3. COMPENSATION The total fee payable for the Services to be performed will be two thousand six hundred fifty-two dollars ($2,652). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent 4. STATUS OF CONTRACTOR Contractor will perform the Serv independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City incurs or - City Attorney Approved Version 6/12/18 2 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. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, professional liability insurance, and cyber insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR Lin OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Suzanne Smithson Name Gary Chimkin Title Library & Cultural Arts Director Title Operations/Accounting Manager Department Library & Cultural Arts Address 801 Brickell Avenue, Suite 900 City of Carlsbad Miami, FL 33131 Address 1775 Dove Lane Phone No. 917-817-5816 Carlsbad, CA 92011 Email gary@springshare.com Phone No. 760-602-2011 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No City Attorney Approved Version 6/12/18 3 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. In the event this agreement is terminated, Contractor will make available to City a file of the Customer Data in XML format within 30 days of termination if City so request at the time of termination 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version 6/12/18 4 15. AUTHORITY The individuals executing this Agreement 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 Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the City Manager Slaven Zivkovic, CEO & CFO (print name/title) ATTEST: By: (sign here) For BARBARA ENGLESON 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, Secretary, President, or Assistant Secretary, Vice-President 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: Assistant City Attorney City Attorney Approved Version 6/12/18 5 SCOPE OF SERVICES AND FEE The Contractor will provide customized library solutions web software including an end-to-end online reference platform software known as "LibAnswers," and a calendaring and event management platform software are known as "LibCal." "LibAnswers" software offers email, chat, SMS & Twitter channels, creates unlimited FAQs, a searchable public knowledge base, full reference statistics, and chat anywhere which is mobile and tablet friendly. "LibCal" is an easy to use calendaring and event management platform for libraries and used extensively in the library industry. The software provides the City the ability to manage online room bookings, class calendaring and event reservations. The following information must be adhered to by the Contractor as a part of the Agreement: 1. OWNERSHIP OF DATA. Contractor does not own any data, information or material that is submitted to the Software ("Customer Data"). The City, not Contractor, shall have sole responsibility for accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss, and failure to store any Customer Data. 2. NON-DISCLOSURE. Contractor will not use City's Customer Data for purposes other than those necessary to directly further the purposes of the Agreement. Contractor shall not disclose to third parties Customer Data without the prior written consent of the non-disclosing party. 3. SERVICES. Contractor shall be responsible for securing, managing, scheduling, coordinating and supervising Contractor personnel, in performing any Services. Any change to the scope of Services must be in writing signed by both parties. The proposed Software Services must be securely hosted, and hosting locations will be in the United States. 4. RECORDS RETENTION. Contractor provides data scrubbing of personally identifiable information (PII) in LibCal and LibAnswers. All data scrub requests to be coordinated in writing by City's Technology Librarian or designee with the Contractor's support team (known as Springy Support team). Data scrub requests to include Site ID, specific modules or data fields, and months or years of data retention {between one (1) month and five (5) years}. Once City notifies Contractor, the Contractor will schedule the data scrub in accordance to their published timeline(s). 5. PRIVACY. No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. If such dissemination is required by law, Contractor agrees to inform City before any such dissemination if permitted by law. 6. AVAILABILITY. The contractor will use commercially reasonable efforts to ensure Contractor systems obtain an operational 99.8% uptime. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect uptime, or that is likely to cause any material interruption or disruption in Web Software Services of "LibCal" and "LibAnswers." Notice of scheduled maintenance shall occur three (3) days prior to scheduled downtime. In the event planned emergency maintenance is required, Contractor will make commercially reasonable efforts to notify City in advance. In the event of a disaster of Contractor's primary City Attorney Approved Version 6/12/18 6 data center, Contractor will restore services in its secondary center within four (4) hours of a disaster declaration. Postmortem meeting will be held as needed following any outages to identify root cause and specify corrective and/or preventative actions needed to prevent recurrence. Corrective and preventative action plans, as relevant, will be shared with City via email. 7. INTEGRATION. Contractor will offer Web Service integration with the City's Integrated Library System (ILS). Contractor will work with City to integrate the Web Service connection. Integration will occur within one hundred eighty (180) days from integrations request by City. 8. PRODUCTS AND SERVICES COST DETAIL DESCRIPTION Quote#20-MB1228 Quantity Product Name Description Amount 1ea LibCal 20/20/20 20 individual calendars. Each of the 20 calendars can have an unlimited number of events. 20 staff configuring appointments. This allows for up to 20 staff to configure their available times for booking one-on-one appointments with patrons. 20 rooms will have their available time listed for online booking by patrons and includes Custom Domain Mapping $1,054 1ea LibAnswers Platform LibAnswers Subscription Custom Domain Mapping LibChat with Unlimited Chat Operators Systems and Services Management Tool Social Media Management Tool SMS texting with annual message units package Reference Analytics (5 instances) Unlimited Groups Email Integration Twitter Integration Statistics Custom Question Submission Form Widgets and APl's $1,598 TOTAL $2,652 9. INVOICING/PAYMENT. invoice shall be submitted to City for processing and be Cultural Arts Director or designee. 01/29/2020 Alwex Inc 15 Maiden Lane Floor 9 New York NY 10038 Frank Giaquinto (212) 962-7930 (212) 208-3046 frank@alwex.com Springshare LLC 801 Brickel Ave, Ste 900 Miami FL 33131 Hanover Insurance 22292 Chubb 20281 20-21 A Y LZY A219115 07 02/10/2020 02/10/2021 1,000,000 100,000 10,000 1,000,000 2,000,000 2,000,000 A Y UHY A219144 07 02/10/2020 02/10/2021 2,000,000 2,000,000 B Professional Liability Cyber Liability D95120350 02/10/2020 02/10/2021 $2,000,000 $25,000 ded $2,000,000 $25,000 ded The certificate holder is included as additional insured as per written contract. City of Carlsbad Debbie Jo McCool 1775 Dove Lane Carlsbad CA 92011 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507 LZYA21911507