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HomeMy WebLinkAbout2022-095-E-IT Dept-Bibliotheca ITG-Software annual maintenance and technical support DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 [Departmental Use Only] TITLE Bibliotheca FY 23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 24th day of February, 2022, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Bibliotheca ITG, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Bibliotheca hardware and software for library services as described in Attachment A. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 06/21 1 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Revised 06/21 2 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Software maintenance and technical support for the application listed in the Scope of Work section (see also attached quote). 4. Duration of Services a. Term. The term of this Agreement shall be from 01 August 2022 to 31 July 2027. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 01 August 2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed seventy-four-thousand-seven- hundred-eighty-five and 28/100 Dollars ($74,785.28 over 5 years)(See Attachment A). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Revised 06/21 3 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven(7) days'prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall Revised 06/21 4 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state Revised 06/21 5 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http://www.oran eg counMc. o�partments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider Revised 06/21 6 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Jim Northrup Bibliotheca ITG, LLC P.O. Box 8181 3169 Holcomb Bridge Rd Hillsborough,NC 27278 Norcross, GA 30071 [SIGNATURE PAGE TO FOLLOW] Revised 06/21 7 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: DocuSigned by: By. 16-' mt' t awmmt4�*2022 By dVti aR( tt.6m(t3/1/2022 Bonnie Hammersley, County Manager Michael Morrill, Head of GlobalRenewals Printed Name and Title Revised 06/21 8 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Bibliotheca ITG,LLC Party/Vendor Contact Person: Michael Morrill Contact Phone: 678- 336-7980 x303 Party/Vendor Address: 3169 Holcomb Bridge Rd City Norcross State: GA Zip: 30071 Department: Information Technologies Amount: $74,785.28(over 5 years) Purpose: Software annual maintenance and technical support Budget Code(s): 10315020 625010 Vendor#61654 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New® Renewal ❑ Amendment ❑ Effective Date 24 February 2022 Approved by Board Yes❑No® Agenda Date: ---For Section XIV. c.contracts only,Approved by Board in Current FY Budget Yes❑Nor-1 This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to e €"01W:agreement: Department Director's Signature Ems. Date: 3/1/2022 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content a paQWyaatigns: (h,Ki t4VTU.VI / 3 Office of the Chief Information Officer J 4BF Date: 1/2022 Risk Management This agreement is approved for sufficiency of insur sta 6W*j specifications,and requirements: Q A, (hvw,{fb 3/8/2022 Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: E Office of the Chief Financial Officer �ar Date: 3/8/2022 -ABE1409... Legal Services This agreement is approved as to legal form ^4ef!Hk_-?Ftb�: 3/8/2022 Office of the County Attorney sDc. � Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 06/21 9 DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 HLLdcnment A February 11, 2022 ill bibliotheca transforming libraries Bibliotheca, LLC Orange County Public Library (NC) 3169 Holcomb Bridge Road 137 W Margaret Lane Norcross, GA 30071 Hillsborough, NC 27278 800-328-0067 Service-renewals-na@bibliotheca.com The table below represents a 5-year service agreement billed annually in the amounts indicated for the existing equipment listed on page 2 &3. New equipment purchases will be treated as separate from this agreement. Yr.1:8/1/22 -7/31/23 $ 13,809.28 Yr. 2:8/1/23- 7/31/24 $ 15,244.00 Yr.3:8/1/24 -7/31/25 $ 15,244.00 Yr.4:8/1/25- 7/31/26 $ 15,244.00 Yr. 5:8/1/26 -7/31/27 $ 15,244.00 TOTAL $ 74,785.28 Please also review our attached Terms & Conditions for additional coverage details. To accept this agreement, please sign page 4 and return complete document back to us. Sincerely, '0c gedit Julie Hedin Senior Renewals Specialist Service-renewals-na@bibliotheca.com www.bibliotheca.corr Serial Prorated Annual DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 Number Yr.1 2023-27 Orange County Public Library (NC)-Main librar Connect"Devices subscription-(1-5 Devices) License $ 999.00 $ 999.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library SmartALEC (NC)-Main comprise SAM Printing $ 99.00 $ 99.00 Orange County Public Library (NC)-Main selfCheck"1000-Fixed height-White**NA ONLY** B96801 $ 1,322.41 $ 1,499.00 Orange County Public Library (NC)-Main selfCheckT"1000-Fixed height-White**NA ONLY** B96789 $ 1,322.41 $ 1,499.00 Orange County Public Library (NC)-Main selfCheck'"1000-Fixed height-White**NA ONLY** B96686 $ 1,322.41 $ 1,499.00 Orange County Public Library (NC)-Main cloudLibrary assist Tier 1 assist $ - $ - Orange County Public Library cloudLibrary checkout software subscription yearly per (NC)-Main branch (1-4 branches) License $ 1,577.36 $ 1,788.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669095 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669094 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669093 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669092 $ 175.56 $ 199.00 Orange County Public Library www. (NC)-Main RFID workstation shielded NA 7669098 $ 175.56 $ 199.00 • • • - • • DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669096 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669100 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669097 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main RFID workstation shielded NA 7669099 $ 175.56 $ 199.00 Orange County Public Library (NC)-Main quickConnect selfCheck Novelist(1 kiosk annual) NoveList $ 440.21 $ 499.00 Orange County Public Library (NC)-Main quickConnect selfCheck NoveList(1 kiosk annual) NoveList $ 440.21 $ 499.00 Orange County Public Library (NC)-Main quickConnect selfCheck NoveList(1 kiosk annual) NoveList $ 440.21 $ 499.00 Orange County Public Library (NC) -Cybrary selfCheck"1000-Fixed height-White**NA ONLY** B96703 $ 1,289.55 $ 1,499.00 Orange County Public Library (NC) -Cybrary RFID workstation shielded NA 7669090 $ 171.19 $ 199.00 Orange County Public Library (NC) -Cybrary quickConnect selfCheck NoveList(1 kiosk annual) NoveList $ 429.28 $ 499.00 wwwbibliotheca.corr DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 ill bibliotheca transforming libraries TERMS AND CONDITIONS WHAT WE WILL DO: Hardware: In consideration of payment of the agreement price,bibliotheca will furnish labor and replacement parts necessary to maintain the Equipment specified in this agreement in proper operating condition during the term of this agreement, provided that the Equipment is installed by an authorized Bibliotheca Service Provider and used as directed.This Service Agreement covers Equipment failure during normal usage.Bibliotheca agrees to provide: • On-site remedial maintenance during On-Site Coverage Hours(except for depot repair agreements)When Bibliotheca is notified that the Equipment is not in good working order.Bibliotheca will provide a toll-free telephone number for Customer to place,and Bibliotheca will receive,Equipment maintenance service calls twenty-four(24)hours per day,seven(7)days per Week. • All labor,service parts and Equipment modifications Bibliotheca deems necessary to maintain the Equipment in good working order.All service parts will be furnished on an exchange basis and will be new parts or parts of equal quality.For certain Equipment, Bibliotheca reserves the right to replace the entire unit with new equipment or equipment of equal quality when Bibliotheca determines that replacement is more economical than on-site repair.All Equipment and service parts removed for replacement become the property of Bibliotheca. Software:In consideration of payment of the agreement price,Bibliotheca will furnish over-the-phone software support and remote troubleshooting of the Bibliotheca Software specified in this agreement as well as updates necessary to maintain the Bibliotheca Software specified in this agreement in proper operating condition during the term of this agreement, provided that the Bibliotheca Software is installed and used as directed. Bibliotheca agrees to provide: • All software configuration modifications Bibliotheca deems necessary to maintain the Bibliotheca Software in good working order • Bibliotheca Software updates • Internet Filter list updates(as applicable) • A toll-free telephone number for Customer to place and Bibliotheca to receive software support calls.Over-the-phone software support calls may be placed twenty-four(24)hours per day,seven(7)days per week.Calls will be addressed during Bibliotheca Software Support Coverage Hours in the order they were received. WHAT IS NOT COVERED:The basic maintenance fee does not include and Bibliotheca is not obligated to provide or perform repair of damage or increase in service time caused by(i)failure of Customer to provide continually a proper operating environment and supply of power as prescribed by the Equipment manufacturer; (ii)accident; (iii)Acts of God, including but not limited to fire,flood,water,wind and lightning; (iv)neglect, abuse or misuse; (v)failure of Customer to follow Bibliotheca's published operating instructions;(vi)modification,service or repair of the Equipment by other than Bibliotheca authorized personnel;(vii)use of Equipment for purposes other than for which designed;(viii)painting or refinishing the equipment; (ix)relocation of the equipment; (x)replacement of broken or damaged cabinetry;to include items such as lattices, base covers, book check covers, etc.; (xi)electrical work external to the Equipment; (xii)cosmetic restoration(e.g.,filling of holes in floor or walls,plugging or wire run openings,removal of tape residue,etc.)after removal or relocation of equipment for any reason; (xiii) restoration of Equipment performance when it has been degraded by placement of unauthorized interference sources within the affected range of said equipment; (xiv)service requests related to use of markers(strips)other than those manufactured by Bibliotheca or its authorized distributor(s), (xv)modification,or repair of the Bibliotheca Software by other than Bibliotheca authorized personnel;(xvi) use of the Bibliotheca Software for purposes other than for which designed; (xvii)virus/hacker activity;(xviii)Non-Bibliotheca Software related updates and upgrades including, but not limited to, Operation System,Anti-Virus, Intrusion Detection. (xix)labor or materials associated with consumables such as receipt printer paper,separator jaws,patron counter batteries,and similar items. RENEWAL:This agreement begins August 1,2022,and ends on July 31,2023,and may extend for additional 1 year terms unless terminated sooner by either party.Customer must be aware that early cancellation of an annual agreement will not result in a refund in whole or in part for that agreement.The Contract shall not exceed sixty(60)months total. ENTIRE AGREEMENT:This instrument sets forth the entire agreement between the parties,and no representation, promise or condition not contained herein shall modify these terms whether made prior to or subsequent to the execution of this agreement. Submit Purchase Order by Fax to 877-689-+2269 or email to service-renewals-na(@bibliotheca.com. Accepted by: Accepted Date: Customer Purchase Order Number: wwwbibliotheca.corr DocuSign Envelope ID:58D6FC26-OEF3-42C7-8B8A-OD4D44COD7C7 BIBLLLC-01 TDENIGHT ,4coR0` CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/5/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Johnson,Kendall&Johnson,Inc. PHONE FAx 109 Pheasant Run (A/C,No,Ext): (215)968-4741 (A/C,No):(215)968-0973 Newtown,PA 18940 ADDRESS:info@jkj.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSURED INSURER B:Citizens Insurance Company of America 31534 Bibliotheca LLC INSURER C:Allmerica Financial Benefit Insurance 41840 3169 Holcomb Bridge Road Suite 200&205 INSURER D:ACE American Insurance Co. 22667 Norcross,GA 30071 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYY MM DD YYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR 99500812 1/1/2022 1/1/2023 DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PECOT- ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: COMBINED TOTAL $ 5,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea id accent $ ANY AUTO ABYH866280-00 1/1/2022 1/1/2023 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE 79899612 1/1/2022 1/1/2023 AGGREGATE $ 4,000,000 DED RETENTION$ $ C WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN W2Y H862951-00 1/1/2022 1/1/2023 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions 99500812 1/1/2022 1/1/2023 Each Claim 3,000,000 D Cyber Liability EONG31332485005 1/1/2022 1/1/2023 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) -----Evidence of Insurance----- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Insurance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD