CITY OF RICHMOND
STANDARD CONTRACT
Department:
Community Services – Library
Project Manager:
Christopher Larsen
Project Manager E-mail:
[email protected]
Project Manager Phone No:
(510) 620-5524
Vendor No:
332
Contract No:
Description of Services:
Subscription management services for Library magazines and newspapers.
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:
Contractor Name: EBSCO Information Services, LLC
Street Address: PO Box 92901
City, State, Zip Code: Los Angeles, CA 90009
Contact Person: Raushana Franklin
Telephone: (800) 633-4604 Email: [email protected]
Business License No:
[ ] A California corporation, [ X ] limited liability corporation, [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]
2. Term. The effective date of this Contract is July 1, 2024, and terminates June 30, 2027, unless terminated earlier as set forth herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ 48,000.00 (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below , Compensation for work done under this Contract, shall not exceed as follows:
FY 24-25 total compensation shall not exceed $15,000.00 FY 25-26 total compensation shall not exceed $16,000.00 FY 26-27 total compensation shall not exceed $17,000.00
4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with Exhibit A: Service Plan which is attached hereto and incorporated herein.
5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and incorporated herein.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and incorporated herein.
10. Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND,
a municipal corporation EBSCO Information Services, LLC (* The Corporation Chairperson of the Board,
President or Vice President should sign below)
By:
Title By:
I hereby certify that this Contract Title:
has been approved by City Council
or the City Manager. Date Signed:
By:
City Clerk
(* The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below)
Approved as to form:
By:
By: Title:
City Attorney
Date Signed:
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
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EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan if necessary]:
Provide subscription management services for Library magazines and newspapers, including arranging courier delivery of local newspapers. Library staff shall select and submit subscription lists on an annual basis.
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EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit . T he Payment Limit includes expenses (phones, photo copying, meals and travel , etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City ’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address: Attention:
City of Richmond Finance/Account Payable
Project Manager: Christopher Larsen
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, Christopher Larsen, before payments shall be authorized.
4. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
5. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
6. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
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EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of: actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
Christopher Larsen
City of Richmond – Richmond Public Library
325 Civic Center Plaza
Richmond, CA 94804
Email: [email protected]
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Raushana Franklin
EBSCO Information Services
5724 Highway 280 East
Birmingham, AL 35242
Email: [email protected]
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EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Contractor exce pt to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City t o its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medi cal condition (e.g. cancer), genetic information, marital Contract No: For the Contract between the City of Richmond and EBSCO Information
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status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities . Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic or any other material or document produced, prepared or caused to be prepared by Contractor solely pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.
d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and t o allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a material failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor Contract No: For the Contract between the City of Richmond and EBSCO Information
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shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license , required in connection with the performance of the services and tasks hereunder . The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitat ing any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of 30 days’ prior written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, and such default continues for a period of thirty (30) days after City notifies Contractor of the default, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
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a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor.
Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.
b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or Contract No: For the Contract between the City of Richmond and EBSCO Information
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more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub-contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13 SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract. Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours.
In addition, Contractor will comply with all safety provisions in conformance with U.S.
Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all such incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contract No: For the Contract between the City of Richmond and EBSCO Information
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Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor .
d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
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16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
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21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). The foregoing notwithstanding, any third party informational material ordered by the City through Contractor’s services hereunder are solely subject to the relevant publisher’s warranty terms. Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City.
The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
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26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.
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EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
This Contract incorporates the attached terms and conditions (effective May 1, 2024, as located at https://www.ebsco.com/products/journal-subscription- services/terms-conditions), provided that in the event of conflict this Contract will prevail.
EBSCO Journals & Subscriptions Terms & Conditions
E ective May 1, 2024
These EBSCO Journals and Subscription Terms and Conditions (these “Terms”) govern our customers’ (“Customer”, “You” or “Your”) use of EBSCONET (the “Website”) and the purchase and/or use of EBSCO Information Services’ (“EBSCO”) subscription agent services (the “Services”).
EBSCO Information Services includes EBSCO International and its branches and subsidiaries.
A. AGREEMENT TO TERMS
1. Customers with written contracts. If You have a written, executed agreement with EBSCO for Services that incorporates these Terms, then these Terms are subject to and superseded by any con icting terms in your agreement, and will only be changed by written amendment to your agreement.
2. Customers without written contracts. If You are accessing the Website or using the Services without a written, executed agreement with EBSCO, then you agree to these Terms by accessing EBSCONET and utilizing our Services. YOU REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF CUSTOMER IS A CORPORATION,
GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT,
POWER, AND AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF CUSTOMER AND BIND THE CUSTOMER TO THESE TERMS. If you do not agree to these terms and conditions, then you are not authorized to make use of this Website or the Services.
EBSCO reserves the right, in its sole discretion, to change, modify, add, or remove all or any part of these Terms and Conditions, including but not limited to any term, applicable fee, policy, or guideline at any time without notice or acceptance by You. Regardless of whether EBSCO has provided You notice, Your continued use of the Website or Services provided by EBSCO shall (/) ()
constitute Your acceptance of this notice and any subsequent changes. It is Your responsibility to check regularly for changes to these Terms on our Website, and the version on the Website shall prevail without further notice to You over all versions and shall apply to agreements entered into after the date of such posting.
B. EBSCONET® ACCESS TERMS
1. Provision of Access. Subject to these Terms, EBSCO hereby grants Customer a non- exclusive, non-transferable right to access and use the Website, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. EBSCO shall provide Customer the necessary passwords and network links or connections to allow Customer to access the Website. “Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Website under the rights granted to Customer pursuant to these Terms.
2. Website Content.Subject to the terms and conditions contained in these Terms, EBSCO hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the extracts, reports and other content made available on the Website (collectively, the “Content”) solely for Customer’s internal business purposes in connection with its use of the Services.
3. Use Restrictions. Customer shall not use the Website for any purposes beyond the scope of the access granted in these Terms. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Website or the Website Content, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website or information provided on the Website; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Website, in whole or in part; (iv) remove any proprietary notices from the Website or Website Content; or (v) use the Website or Website Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
4. Reservation of Rights. EBSCO reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Website or the content provided thereon.
5. Suspension. Notwithstanding anything to the contrary in these Terms, EBSCO may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Website (an “Access Suspension”) if: (i) EBSCO reasonably determines that (A) there is a threat or attack on any of the Website or its content; (B) Customer’s or any Authorized User’s use of the Website disrupts or poses a security risk to the Website or to any other customer or vendor of EBSCO; (C) Customer, or any Authorized User, is using the Website for fraudulent or illegal activities; or (D) EBSCO’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of EBSCO has suspended or terminated EBSCO’s access to or use of any third-party services or products required to enable Customer to access the Website. EBSCO shall use reasonable e orts to provide written notice of any Access Suspension to Customer and to provide updates regarding resumption of access to the Website following any Access Suspension. EBSCO shall use commercially reasonable e orts to resume providing access to the Website as soon as reasonably possible after the event giving rise to the Access Suspension is cured.
EBSCO will have no liability for any damage, liabilities, losses (including any loss of data or pro ts), or any other consequences that Customer or any Authorized User may incur as a result of an Access Suspension.
6. Third-Party Products. EBSCO may from time to time make third-party products or links to third-party websites (“Third-Party Products”) available to Customer. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not purchase or use such Third-Party Products.
7. Warranty Disclaimer.This Website and the Website Content are provided on “as is” and “as available” basis. EBSCO does not warrant that its Website will be uninterrupted or error- free. EBSCO reserves the right to revise the Website or withdraw access to it at any time.
NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE OR NON- INFRINGEMENT OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO
THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT CONTAINED WITHIN THE WEBSITE. EBSCO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR FOR BUSINESS INTERRUPTION ARISING
OUT OF THE USE OF OR INABILITY TO USE THIS SERVICE, EVEN IF EBSCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. Use of Services
1. Services. EBSCO Services include entering Customer’s orders for Customer-selected subscriptions in a timely fashion, promptly paying the publisher for those orders, following up on any problems reported by the Customer, and providing one invoice to the Customer for all of its orders.
a. You can order content through EBSCONET®, EBSCO’s information and e-resource management system, or with the support of Your customer service representative. b. EBSCO will place Your orders correctly and on time and ensure the publisher receives payment according to payment terms mutually agreed upon between the publisher and EBSCO.
c. Customer represents that it will provide EBSCO any information on organizational characteristics, size, subscription usage or other criteria necessary for EBSCO to obtain accurate price quotations and that such information will be true, correct and complete.
EBSCO shall not be liable to Customer for any additional charges required by the publisher or publisher’s denial of service resulting from inaccurate information provided by Customer to EBSCO.
2. Delivery and Use of Purchased Content.
a. Customer’s use of any subscribed electronic content is subject to the terms of the license agreements between the Customer and the relevant publisher (including, electronic content published by EBSCO’s a liates, EBSCO Publishing, Inc. and its subsidiaries), which may be agreed to by browsewrap/clickwrap means or by an executed license agreement between the customer and publisher (as determined by the publisher). Access to any electronic subscription shall be delivered by the relevant publisher.
b. The publisher is responsible for delivering any print content to You, unless You have selected to use EBSCO JETS consolidation services, in which case the publisher will deliver the content to EBSCO and EBSCO will deliver it to You.
3. Cancellations or Changes in Orders.
a. If You notify EBSCO of an order cancellation prior to expiration, EBSCO will notify the publisher and process the cancellation for You, unless a publisher has identi ed the title as non-cancelable. If an eligible order is canceled, EBSCO will credit Your account in an amount equal to what EBSCO is refunded by the publisher, less a processing fee. b. The processing fee does not apply if you elect to cancel the title at the time of renewal or if the publisher ceases publication.
c. When a publication ceases during the term of an order, EBSCO will attempt to obtain a refund from the publisher for You. Upon receipt of refund from the publisher (if any), EBSCO will credit Your account in an amount equal to the amount received from the publisher.
4. Renewals. EBSCO’s renewal lists are provided to You for Your review, approval, and submission to EBSCO to ensure timely renewal of Your content. EBSCO works within a timetable for renewals that assures You have time to make buying decisions and enables EBSCO to send the orders and payments to publishers in a timely manner.
5. Relationship of Parties. EBSCO’s liability for the Services shall be limited to those of an agent representing the Customer to publishers. EBSCO does not assume any performance or nancial responsibility for publishers. Within the limits of its authority as an agent representing the Customer, EBSCO will exercise commercially reasonable e orts to ensure that the publishers deliver the information ordered by the Customer. EBSCO does not accept responsibility for government mail delivery, internet connectivity, publisher performance (including publisher bankruptcy), or other non-agent responsibilities.
6. Pricing. EBSCO is not responsible for and has no control over publisher pricing of its content. Subscriptions are invoiced at current publisher prices. Prices are subject to change without notice, based solely on the publisher’s discretion, and such price changes may occur prior to the publisher’s acceptance of the order EBSCO places on Your behalf.
7. Surcharges and Taxes. Titles for which a publisher does not o er a su cient discount to EBSCO and titles designated by the publisher as “Open Access” or “Free on Request,” incur a surcharge of up to 15 USD, GBP, EUR, AUD, NZD, or CAD depending on Your invoicing currency. In cases where Your invoicing currency is not one of these six currencies, the surcharge is the approximate equivalent in Your invoicing currency. You are responsible for paying all taxes related to Your order, including, without limitation, all applicable sales, use, consumption, and value-added taxes.
8. Suspension for Breach. EBSCO shall have the right to suspend the provision of Services and/or terminate access to the Website if Customer fails to pay its invoices according to EBSCO’s payment terms or if You materially change its ordering of content to the point where, in EBSCO’s sole judgment, the nancial incentive to perform is no longer present.
9. Claims Process.
a. If you would like to make a claim or notify EBSCO of other service issues, you may do so using EBSCONET®, contacting Your customer service representative, or via Electronic Data Interchange (EDI) through Your integrated library system. b. Claims for print content should be submitted in a timely manner, as many publishers have a time limit during which they will replace the missing or damaged issue with no additional fee. Some publishers refuse to replace issues for late claims. EBSCO shall not be responsible for missing or damaged issues.
c. For print content, please allow four to six weeks for weekly publications and six to eight weeks for monthly publications for the publisher to adjust or ful ll a claim. If the problem has not been corrected in that length of time, You should initiate a follow-up request with Your customer service representative or via EBSCONET®. d. Please note that issues are mailed directly from the publisher to You. In most cases, EBSCO does not know if a missing issue has been sent or if a subscription that initially failed to start has started, but Your EBSCO customer service representative is available to assist with claim follow-ups as necessary.
D. Payment for Services
1. Service Charges. Service charges may be assessed on Your subscription account. Such charges can vary by title and/or by the mix of titles on Your subscription list. EBSCO reserves the right to re-visit the pricing structure and initiate discussions if spend changes dramatically (greater than 10%) or EBSCO’s agreed-upon publisher terms and arrangements are signi cantly altered during the contract period.
2. Postal Charges. EBSCO does not assess any postal charges beyond what the publisher charges, and all postal and delivery charges from the publisher will be included in Your invoices from EBSCO. However, EBSCO’s Journal Expediting Service (JETS) for consolidated journal deliveries will incur additional charges.
3. Currency Exchanges. For orders requiring an exchange of currencies, EBSCO will use the currency trading rates obtained by its internal nancial team and its internal currency pricing systems to process and price Your orders for titles not available in Your billing currency. EBSCO is not responsible for changes in pricing that result from uctuations in currency.
4. Payment Terms. Net payment is due upon receipt of invoice on the payment terms speci ed in the invoice. Late payment incurs a charge of 1 percent per 30 days on unpaid balances, subject to restrictions of applicable law.
5. Credits. Overpayments will be credited to Your account and re ected on Your next account balance. Credits will remain on Your account until You advise EBSCO to apply the credit to outstanding invoices. You may request reimbursement in cases where Your account has a credit balance and there are no outstanding invoices.
6. Statements. EBSCO provides monthly statements for Your account management.
E. General Terms
1. Privacy.You agree that all information you provide to register with the Website or otherwise, including, but not limited to, through the use of the Services, is governed by our Privacy Policy (https://more.ebsco.com/privacy-policy), and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
2. Use of Marks.The EBSCO name, EBSCONET, the EBSCO logo, and all related names, logos, product and service names, designs, and slogans are trademarks of EBSCO or its a liates or licensors. You must not use such marks without the prior written permission of EBSCO.
All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
3. Public Statements.You agree that any and all press releases and other public announcements related to these Terms, and any transactions between EBSCO and You, including the method and timing of such announcements, must be approved in advance by EBSCO in writing. EBSCO reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Your obligation regarding public announcements shall be a material breach of these Terms.
4. Con dential Information. From time to time You or EBSCO (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and con dential information of Disclosing Party, including but not limited to products, services, compilations, pricing, business plans, nancial information, and all other information that would be reasonably deemed con dential (“Con dential Information”); provided, however, that Con dential Information does not include any information that: (a) is or becomes generally available to the public other than“as a result of Receiving”Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-con dential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Con dential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Con dential Information.
The Receiving Party shall: (x) protect and safeguard the con dentiality of the Disclosing Party’s Con dential Information with at least the same degree of care as the Receiving Party would protect its own Con dential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Con dential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Con dential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Con dential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms. If the Receiving Party is required by applicable law or legal process to disclose any Con dential Information, it shall, prior to making such disclosure, use commercially reasonable e orts to notify Disclosing Party of such requirements to a ord Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section, Receiving Party’s Representatives shall mean the Receiving Party’s a liates and its or their employees, o cers, partners, agents, independent contractors, service providers, subcontractors, attorneys, accountants, and nancial advisors. Receiving Party is responsible for any actions of its Representatives in violation of this section.
5. Notice. Except where modi ed by written agreement between Customer and EBSCO, EBSCO will provide notice to You under these Terms by sending a message to the e-mail address or the mailing address You provide for your account. To give EBSCO notice under these Terms, please send it in writing to your local o ce at the address found at https://www.ebsco.com/o ces (https://www.ebsco.com/o ces). Notice will be deemed given: (i) when veri ed by written receipt if sent by personal courier, overnight courier, or when acknowledged as received if sent by mail without veri cation of receipt; or (ii) when veri ed by automated receipt or electronic logs if sent by email.
6. Assignment. Neither party may assign or transfer any part of these Terms without the written consent of the other party, except that EBSCO may assign its rights to an a liate without consent. Any other attempt to transfer or assign these Terms is void.
7. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in ful lling or performing any term of this Agreement (except for any obligations of Customer to make payments to EBSCO hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”):
(a) acts of God; (b) ood, re, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in e ect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and [(h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. The Impacted Party shall use diligent e orts to end the failure or delay and ensure the e ects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
8. Waiver. Failure to enforce any provision of these Terms and Conditions will not constitute a waiver. The waiver of any right or election of any remedy in one instance, by either party, shall not a ect any rights or remedies in another instance. A waiver shall be e ective only if made in writing and signed by an authorized representative of both parties.
9. Severability. Should any provision of these Terms and Conditions be deemed illegal or otherwise unenforceable, that provision shall be severed and the remainder of these Terms and Conditions shall remain in full force and e ect.
10. Governing Law.
a. For Services provided in the US: Except where modi ed by written agreement between Customer and EBSCO, these Terms are governed by the laws of the State of Alabama.
USA, without giving e ect to any choice-of-law rules that may require the application of the laws of another jurisdiction, and with respect to any dispute arising out of or relating to these Terms or the Services, the parties consent to personal jurisdiction in, and the exclusive venue of, the state and federal courts in the State of Alabama, USA b. For Services provided outside of the US: Except where modi ed by written agreement between Customer and EBSCO, these Terms are governed by the laws of the country where the EBSCO entity that invoices your orders is located.
11. LIMITATION OF LIABILITY. Except where modi ed by written agreement between Customer and EBSCO, the parties agree as follows:
a. IN NO EVENT SHALL EBSCO BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY
LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. FURTHERMORE, EBSCO SHALL
NOT BE LIABLE TO YOU BY REASON OF ANY IMPLIED WARRANTY, CONDITION, OR
OTHER TERM, OR ANY DUTY AT COMMON LAW OR BREACH OF STATUTORY DUTY,
WHETHER CAUSED BY THE NEGLIGENCE OF EBSCO, ITS EMPLOYEES, OR AGENTS, OR
OTHERWISE, WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY EBSCO TO YOU.
b. EBSCO’S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE
SERVICE CHARGE PAYMENTS ACTUALLY MADE BY YOU TO EBSCO DURING THE PREVIOUS TWELVE (12) MONTHS. YOU ACKNOWLEDGE THAT EBSCO HAS SET ITS PRICES
IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF
WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE
LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE
TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
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© 2024 EBSCO Information Services. All rights reserved
Contract No: For the Contract between the City of Richmond and EBSCO Information
Services
EXHIBIT F
INSURANCE PROVISIONS
_X_ Check here if Risk Management has approved waiving insurance requirements for this contract.
a. Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (5) Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond. Attention: Risk Manager.” Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior t o the expiration of the existing insurance certificate for the duration of the term of Contract. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
b. COVERAGE REQUIREMENTS:
Contractor shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be considered equivalent to the required minimum limits shown above. Additional Contract No: For the Contract between the City of Richmond and EBSCO Information
Services
Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.
(4) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Contractor’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology -based, in the following minimum limits:
$2,000,000 each occurrence
Technology professional liability errors and omissions shall include, or be endorsed to include: property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Contractor. If not covered under Contractor’s liability policy, such “property” coverage of the City may be endorsed onto Contractor’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Contractor.
(5) Cyber Liability:
Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Contractor in this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits:
Contract No: For the Contract between the City of Richmond and EBSCO Information
Services
$2,000,000 per occurrence or claim.
As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Contractor hereby agrees to waive rights of subrogation that any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor, its employees, agents and subcontractors.
d. FAILURE TO SECURE:
If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additi onal insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An y additional insured named herein shall not be held liable for any premium, deductible portion of an y loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured coverage under Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance c overage requirements and/or limits shall be available to the additional insured(s).
f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of ______ ____ , 20__ , at _______ , California.
Printed Name: Title:
Signed: Date:
Business Entity: