CONTRACT 6169 Vender Agreement10 Estes Street
P.O. Box 682
(978) 356-6500
Ipswich, MA 01938
(800) 653-2726
USA
Fax: (978) 356-5640
www.ebsco.com
information@epnet.com
Purchasing Customer
EL SEGUNDO PUBLIC LIBRARY
I I I W MARIPOSA ST
EL SEGUNDO, CA, 90245-2201
USA
Contact:
Mark Herbert
310-524-2732
mherbert@elsegundo.org
Agreement No. 6169
CustID:
Product Order Form OrderID:
Date:
Billing Address
EL SEGUNDO PUBLIC LIBRARY
I I I W MARIPOSA ST
EL SEGUNDO, CA, 90245-2201
USA
Your invoice will be sent to:
Accounts Payable
accountspayable@elsegundo.org
EBSCO Discovery Service with Catalog and
FTF Integration
Full Text Finder 11/01/2021 10/31/2022
EBSCO Discovery Service Custom Catalog 11/01/2021 10/31/2022
EBSCO Discovery Service 11/01/2021 10/31/2022
S8383149
WSR642615
08/25/2021
Page ] of 1
$7,657.00
Total: $7,657.00
The above excludes all applicable tax
Currency: US Dollar
Price represented is the cash discounted price for payments received by check or electronic payment. If paying by a method other than check or electronic payment,
please inquire for non cash discounted pricing. Payment due upon receipt of invoice. Interest of 1 percent per month charged for payment received later than 30 days
after invoice date. eBooks and eAudiobooks ordered are non -returnable and non-refundable.
Terms and Conditions
Customer agrees to terms and conditions of the appropriate license agreement for usage of purchased access or subscription to electronic databases, econtent and
services. If ordering chocks or audiobooks, customer also agrees to the terms and conditions of the Library eContent Agreement.
oo
Please sign, scan and email this form to: LAUREN WEYBURN at lweyburn@ebsco.com
Thank you for your business!
If unable to scan, please fax to: 978 356-5640
X1,
9 [E314
Agreement No. 6169
LAST UPDATED: January 26, 2021
By using the services available at this site or by making the services available to Authorized Users, the
Authorized Users and the Licensee agree to comply with the following terms and conditions (the "Agreement").
For purposes of this Agreement, "EBSCO" is EBSCO Publishing, Inc.; the "Licensee" is the entity or institution that
makes available databases and services offered by EBSCO; the "Sites" are the Internet websites offered or
operated by Licensee from which Authorized Users can obtain access to EBSCO's Databases and Services; and
the "Authorized User(s)" are employees, students, registered patrons, walk-in patrons, or other persons
affiliated with Licensee or otherwise permitted to use Licensee's facilities and authorized by Licensee to access
Databases or Services. "Authorized User(s)" do not include alumni of the Licensee. "Services" shall mean
EBSCOhost, EBSCO Discovery Service, EBSCO eBooks, Flipster and related products to which Licensee has
purchased access or a subscription. "Services" shall also include audiobooks and eBooks to which a Licensee has
purchased access or a subscription and periodicals to which Licensee has purchased a subscription. "Databases"
shall mean the products made available by EBSCO. EBSCO disclaims any liability for the accuracy, completeness
or functionality of any material contained herein, referred to, or linked to. Publication of the servicing
information in this content does not imply approval of the manufacturers of the products covered. EBSCO
assumes no responsibility for errors or omissions nor any liability for damages from use of the information
contained herein. Persons engaging in the procedures included herein do so entirely at their own risk.
I. LICENSE
A. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the Databases and
Services made available by EBSCO according to the terms and conditions of this Agreement. The Databases and
Services made available to Authorized Users are the subject of copyright protection, and the original copyright
owner (EBSCO or its licensors) retains the ownership of the Databases and Services and all portions thereof.
EBSCO does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display,
modify, transfer or transmit, in any form, or by any means, any Database or Service or any portion thereof
without the prior written consent of EBSCO, except as specifically authorized in this Agreement.
B. The Licensee is authorized to provide on -site access through the Sites to the Databases and Services to any
Authorized User. The Licensee may not post passwords to the Databases or Services on any publicly indexed
websites. The Licensee and Sites are authorized to provide remote access to the Databases and Services only to
their patrons as long as security procedures are undertaken that will prevent remote access by institutions,
employees at non -subscribing institutions or individuals, that are not parties to this Agreement who are not
expressly and specifically granted access by EBSCO. For the avoidance of doubt, if Licensee provides remote
access to individuals on a broader scale than was contemplated at the inception of this Agreement then EBSCO
may hold the Licensee in breach and suspend access to the Database(s) or Services. Remote access to the
Databases or Services is permitted to patrons of subscribing institutions accessing from remote locations for
personal, non-commercial use. However, remote access to the Databases or Services from non -subscribing
institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or
avoidance for a non -subscribing institution.
C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as by any contractual
restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases or
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Standard License Agreement —January 2021 Page 1 1
Agreement No. 6169
Services. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print
limited copies of citations, abstracts, full text or portions thereof, provided the information is used solely in
accordance with copyright law. Licensee and Authorized Users may not publish the information. Licensee and
Authorized Users shall not use the Database or Services as a component of or the basis of any other publication
prepared for sale and will neither duplicate nor alter the Databases or Services or any of the content therein in
any manner, nor use same for sale or distribution. Licensee and Authorized Users may create printouts of
materials retrieved through the Databases or Services online printing, off line printing, facsimile or electronic
mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials
retrieved through the Databases or Services shall be for internal or personal use. Downloading all or parts of the
Databases or Services in a systematic or regular manner so as to create a collection of materials comprising all or
part of the Databases or Services is strictly prohibited whether or not such collection is in electronic or print
form. Notwithstanding the above restrictions, this paragraph shall not restrict the use of the materials under the
doctrine of "fair use" as defined under the laws of the United States. Publishers may impose their own
conditions of use applicable only to their content. Such conditions of use shall be displayed on the computer
screen displays associated with such content. The Licensee shall take all reasonable precautions to limit the
usage of the Databases or Services to those specifically authorized by this Agreement.
D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and
Licensee
E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify EBSCO against any actions
by Licensee that are not consistent with the Copyright Act of 1976.
F. The computer software utilized via EBSCO's Databases and Service(s) is protected by copyright law and
international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not
allowed. User shall not reverse engineer, decompile, disassemble, modify, translate, make any attempt to
discover the source code of the software, or create derivative works from the software.
G. The Databases are not intended to replace Licensee's existing subscriptions to content available in the
Databases.
H. Licensee agrees not to include any advertising in the Databases or Services.
IL LIMITED WARRANTY AND LIMITATION OF LIABILITY
A. EBSCO and its licensors disclaim all warranties, express or implied, including, but not limited to, warranties of
merchantability, noninfringement, or fitness for a particular purpose. Neither EBSCO nor its licensors assume or
authorize any other person to assume for EBSCO or its licensors any other liability in connection with the
licensing of the Databases or the Services under this Agreement and/or its use thereof by the Licensee and Sites
or Authorized Users.
B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT
OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR
OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE
HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT
SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR
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Standard License Agreement —January 2021 Page 1 2
Agreement No. 6169
SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. Licensee is responsible for maintaining a valid license to the third -party resources configured to be used via
the Services (if applicable). EBSCO disclaims any responsibility or liability for a Licensee accessing the third -party
resources without proper authorization.
D. EBSCO is not responsible if the third -party resources accessible via the Services fail to operate properly or if
the third -party resources accessible via the Services cause issues for the Licensee. While EBSCO will make best
efforts to help troubleshoot problems, Licensee acknowledges that certain aspects of functionality may be
dependent on third party resource providers who may need to be contacted directly for resolution.
III. PRICE AND PAYMENT
A. License fees have been agreed upon by EBSCO and the Licensee, and include all retrospective issues of the
Product(s) as well as updates furnished during the term of this Agreement. The Licensee's obligations of
payment shall be to EBSCO or its assignee. Payments are due upon receipt of invoice(s) and will be deemed
delinquent if not received within thirty (30) days. Delinquent invoices are subject to interest charges of 12% per
annum on the unpaid balance (or the maximum rate allowed by law if such rate is less than 12%). The Licensee
will be liable for all costs of collection. Failure or delay in rendering payments due EBSCO under this Agreement
will, at EBSCO's option, constitute material breach of this Agreement. If changes are made resulting in
amendments to the listing of authorized Sites, Databases, Services and pricing identified in this Agreement, pro
rata adjustments of the contracted price will be calculated by EBSCO and invoiced to the Licensee and/or Sites
accordingly as of the date of any such changes. Payment will be due upon receipt of any additional pro rata
invoices and will be deemed delinquent if not received within thirty (30) days of the invoice dates.
B. Taxes, if any, are not included in the agreed upon price and may be invoiced separately. Any taxes applicable
to the Database(s) under this Agreement, whether or not such taxes are invoiced by EBSCO, will be the exclusive
responsibility of the Licensee and/or Sites.
IV. TERMINATION
A. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to
remedy the breach within thirty (30) days upon receipt of written notice from EBSCO. Within the period of such
notice, Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall
institute any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to
remedy such a breach within the period of thirty (30) days, EBSCO may (at its option) terminate this Agreement
upon written notice to the Licensee.
B. If EBSCO becomes aware of a material breach of Licensee's obligations under this Agreement or a breach by
Licensee or Authorized Users of the rights of EBSCO or its licensors or an infringement on the rights of EBSCO or
its licensors, then EBSCO will notify the Licensee immediately in writing and shall have the right to temporarily
suspend the Licensee's access to the Databases or Services. Licensee shall be given the opportunity to remedy
the breach or infringement within thirty (30) days following receipt of written notice from EBSCO. Once the
breach or infringement has been remedied or the offending activity halted, EBSCO shall reinstate access to the
Databases or Services. If the Licensee does not satisfactorily remedy the offending activity within thirty (30)
days, EBSCO may terminate this Agreement upon written notice to the Licensee.
C. The provisions set forth in Sections I, II and V of this Agreement shall survive the term of this Agreement and
shall continue in force into perpetuity.
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Standard License Agreement —January 2021 Page 13
Agreement No. 6169
V. NOTICES OF CLAIMED COPYRIGHT INFRINGEMENT
EBSCO has appointed an agent to receive notifications of claims of copyright infringement regarding materials
available or accessible on, through, or in connection with our services. Any person authorized to act for a
copyright owner may notify us of such claims by contacting the following agent: Kim Stam, EBSCO Publishing, 10
Estes Street, Ipswich, MA 01938; phone: 978-356-6500, fax: 978-356-5191; email: kstam@ebsco.com. In
contacting this agent, the contacting person must provide all relevant information, including the elements of
notification set forth in 17 U.S.C. 512.
VI. GENERAL
A. Neither EBSCO nor its licensors will be liable or deemed to be in default for any delays or failure in
performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control,
including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood,
accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment,
or failures of the Internet.
B. This Agreement and the license granted herein may not be assigned by the Licensee to any third party
without written consent of EBSCO.
C. If any term or condition of this Agreement is found by a court of competent jurisdiction or administrative
agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and
effect so long as a valid Agreement is in effect.
D. If the Licensee and/or Sites use purchase orders in conjunction with this Agreement, then the Licensee and/or
Sites agree that the following statement is hereby automatically made part of such purchase orders: "The terms
and conditions set forth in the EBSCO License Agreement are made part of this purchase order and are in lieu of
all terms and conditions, express or implied, in this purchase order, including any renewals hereof."
E. This Agreement and our Privacy Policy represent the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersede any and all prior agreements and understandings, written
and/or oral. There are no representations, warranties, promises, covenants or undertakings, except as described
in this Agreement and our Privacy Policy.
F. EBSCO grants to the Licensee a non -transferable right to utilize any IP addresses provided by EBSCO to
Licensee to be used with the Services. EBSCO does not transfer any ownership of the IP addresses it provides to
Licensee. In the event of termination of the Licensee's license to the Services, the Licensee's right to utilize such
IP addresses will cease.
G. All information that EBSCO collects when Licensee accesses, uses, or provides access to, the Databases and
Services is subject to EBSCO's Privacy Policy, which is incorporated herein by reference. By accessing or using the
Databases and/or Services, you consent to all actions taken by EBSCO with respect to your information in
compliance with the Privacy Policy.
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Standard License Agreement —January 2021 Page 14
Agreement No. 6169
This Data Processing Addendum (the "Addendum") supplements the agreement for the sale of EBSCO
Information Services products and services (the "Agreement") between _ww........... .______
("Customer") and the applicable EBSCO Information Services contracting entity ("EBSCO").
1. Definitions
1.1 For the purpose of this Addendum the terms, "Controller," "Processor," "Data Subject," "Personal
Data," "Personal Data Breach," "Processing," "Subprocessor," and "Supervisory Authority" shall
have the same meanings as in applicable Data Protection Legislation, and their related terms shall be
construed accordingly.
1.2 "Appropriate technical and organizational measures" shall be interpreted in accordancewith
applicable Data Protection Legislation.
1.3 "Customer Personal Data" means the Personal Data that is provided by Customer to EBSCO or that is
processed by EBSCO on Customer's behalf in connection with the Agreement.
1.4 "Data Protection Legislation" means all applicable data protection and privacy legislation in force
from time to time where EBSCO does business, including the General Data Protection Regulation,
Regulation (EU) 2016/679 of the European Parliament and of the Council (the "GDPR"), the Privacy
and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the
California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100, et seq. (the "CCPA"), and all
other applicable laws and regulations relating to the Processing of Personal Data, including any
legislation that implements or supplements, replaces, repeals and/or supersedes any of the
foregoing.
1.5 "International Data Transfer" means the transfer (either directly or via onward transfer) of Personal
Data from within the European Economic Area/United Kingdom (as applicable) to a country not
recognized by the European Commission as providing an adequate level of protection for Personal
Data (as described in the GDPR).
1.6 "User Personal Data" means the Personal Data provided directly by Customer's end users to EBSCO
through the products and services purchased by Customer.
2. Data Processing: EBSCO as Processor for Customer
2.1 Where Customer Personal Data is processed by EBSCO, EBSCO will act as the Processor and the
Customer will act as the Controller.
2.1.1 Subject Matter. The subject matter of the Processing is the Customer Personal Data.
2.1.2 Duration. The Processing will be carried out for the duration set forth in the Agreement.
2.1.3 Mature and Purpose. The purpose of the Processing is the provision of products and
services to the Customer purchased by the Customer from time to time.
2.1.4 Type of Customer Personal Data and Data Subjects, Customer Personal Data consists of
the following categories of information relevant to the following categories of Data
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Agreement No. 6169
Subjects:
(a) Representatives of Customer: name, address; email address; billing information;
login credentials; geolocation data; and professional affiliation.
(b) Customer's end users of the EBSCO products and services purchased by Customer
(where personalized account information is provided to EBSCO by Customer):
name; address; and email address.
2.2 EBSCO shall not Process Customer Personal Data other than on the Customer's documented
instructions (as set forth in this Addendum or the Agreement or as otherwise directed by Customer
in writing). EBSCO will not Process Customer Personal Data for any purpose, including for any
commercial purpose, other than for the specific purpose of performing the services specified in the
Agreement. If Processing of Customer Personal Data inconsistent with the foregoing provisions of
this section is ever required by applicable Data Protection Legislation to which EBSCO is subject,
EBSCO shall, to the extent permitted by applicable Data Protection Legislation, inform the Customer
of that legal requirement before proceeding with the relevant Processing of that Customer Personal
Data.
2.3 EBSCO will notify Customer promptly if, in EBSCO's opinion, an instruction for the Processing of
Customer Personal Data infringes applicable Data Protection Legislation.
2.4 EBSCO shall ensure that all personnel who have access to and/or Process the Customer Personal Data
are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
2.5 EBSCO shall, in relation to the Customer Personal Data, implement appropriate technical and
organizational measures to protect against unauthorized or unlawful Processing of Customer
Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data.
When considering what measure is appropriate, each party shall have regard to the state of good
practice, technical development and the cost of implementing any measures to ensure a level of
security appropriate to the harm that might result from such unauthorized or unlawful Processing or
accidental loss or destruction, and to the nature of the data to be protected.
2.6 EBSCO shall assist Customer, taking into account the nature of the Processing, (A) by appropriate
technical and organizational measures and where possible, in fulfilling Customer's obligations to
respond to requests from data subjects exercising their rights under Applicable Data Protection
Legislation; (B) in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR,
taking into account the nature of the Processing and the information available to EBSCO; and (C) by
making available to Customer all information reasonably requested by Customer for the purpose of
demonstrating that Customer's obligations relating to the appointment of processors as set out in
Article 28 of the GDPR have been met.
2.7 EBSCO shall promptly notify Customer upon becoming aware of any confirmed Personal Data Breach
affecting the Customer Personal Data.
2.8 Upon termination of the Agreement, EBSCO shall, at Customer's election, securely delete or return
Customer Personal Data and destroy existing copies unless preservation or retention of such
Customer Personal Data is required by any applicable law to which EBSCO is subject.
2.9 EBSCO shall allow Customer and Customer's authorized representatives to access and review up-to-
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Standard License Agreement —January 2021 Page 16
Agreement No. 6169
date attestations, reports, or extracts thereof from independent bodies (e.g. external auditors, data
protection auditors) or suitable certifications, or to conduct audits or inspections to ensure
compliance with the terms of this Addendum. Any audit or inspection must be conducted during
EBSCO's regular business hours, with reasonable advance notice to EBSCO and subject to reasonable
confidentiality procedures. In addition, audits or inspections shall be limited to once per year.
EBSCO shall, in the event of third -party subprocessing that is subject to Data Protection Legislation,
(A) inform Customer and obtain its prior written consent (execution of this Addendum shall be
deemed as Customer's prior written consent to such third -party subprocessing); (B) provide a list of
third -party Subprocessors upon Customer's request; and (C) inform Customer of any intended
changes to third -party Subprocessors, and give Customer a reasonable opportunity to object to such
changes. If EBSCO provides Personal Data to third -party Subprocessors, EBSCO will include in its
agreement with any such third -party Subprocessor terms which offer at least the same level of
protection for the Customer Personal Data as those contained herein and as are required by
applicable Data Protection Legislation.
3. Data Processing: EBSCO as Joint Controller With Customer
3.1 EBSCO and Customer shall act as joint Controllers with respect to User Personal Data.
3.2 EBSCO shall be responsible for providing Customer's end user Data Subjects with the information
required under GDPR Articles 13 and 14 (including by identifying a contact point for Data Subjects)
before processing User Personal Data, and with informing Customer's end users of the essence of
EBSCO's arrangement with Customer.
3.3 EBSCO shall provide Customer's end user Data Subjects with the ability to exercise their individual
rights with respect to User Personal Data within a self-service portal.
4. International Data Transfers
4.1 To the extent that any Customer Personal Data is subject to any International Data Transfer, the
parties agree to be bound by, and all terms and provisions of the Controller to Processor Standard
Contractual Clauses adopted by the European Commission ("Processor Model Clauses") shall be
incorporated by reference to this Addendum with the same force and effect as though fully set forth
in this Addendum, wherein:
4.1.1 Customer is the "data exporter" and EBSCO International, Inc. is the "data importer;" and
4.1.2 The description of the transfer for purposes of Appendix 1 of the Processor Model Clauses
is replaced by the information in Section 2.1 of this Addendum; and
4.1.3 Appendix 2 of the Processor Model Clauses is replaced by Schedule 1 of this Addendum;
4.2 To the extent that any User Personal Data is subject to any International Data Transfer, the parties
agree to be bound by, and all terms and provisions of the Controller to Controller Standard
Contractual Clauses adopted by the European Commission ("Controller Model Clauses") shall be
incorporated by reference to this Addendum with the same force and effect as though fully set forth
in this Addendum, wherein:
4.2.1 Customer is the "data exporter" and EBSCO International, Inc. is the "data importer;" and
4.2.2 The description of the transfer for purposes of Annex B of the Controller Model Clauses
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Standard License Agreement —January 2021 Page 17
Agreement No. 6169
shall adopt and incorporate by reference the information provided to Data Subjects by
EBSCO in its GDPR Article 13 and 14 notices.
4.3 The Processor Model Clauses and Controller Model Clauses shall be collectively, the "Standard
Contractual Clauses." To the extent that the Standard Contractual Clauses are updated, replaced,
amended or re -issued by the European Commission (with the updated Standard Contractual Clauses
being the "New Contractual Clauses") during the term of this Addendum, the New Contractual
Clauses shall be deemed to replace the Standard Contractual Clauses and the parties undertake to be
bound by the terms of the New Contractual Clauses effective as of the date of the update (unless
either party objects to such change) and the parties shall execute a form of the New Contractual
Clauses.
4.4 To the extent that the UK Information Commissioner's Office issues any standard contractual clauses
for the purpose of making lawful International Data Transfers during the term of this Addendum that
will impact the transfers of Customer Personal Data or User Personal Data (with such clauses being
the "UK Standard Contractual Clauses"), to the extent possible, the UK Standard Contractual Clauses
shall be deemed to be incorporated into this Addendum and the parties undertake to be bound by
the terms of the UK Standard Contractual Clauses effective as of the date of their issuance (unless
either party objects to such change) and the parties shall execute a form of the UK Standard
Contractual Clauses.
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Agreement No. 6169
Schedule
Details of technical and
organizational security s r
EBSCO shall maintain and use appropriate safeguards to prevent the unauthorized access to or use of
Customer Personal Data and to implement administrative, physical and technical safeguards to protect
Customer Personal Data. Such safeguards shall include:
1. Network and Application Security and Vulnerability Management
2. Logical access controls
3. Secure media disposal controls
4. Logging Controls
5. Personnel Controls
6. Physical security and environmental controls
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Standard License Agreement —January 2021 Page 19
Agreement No. 6169
ADDITIONAL TERMS FOR EBSCO AGREEMENT:
1. INDEMNIFICATION. EBSCO agrees to the following:
A. EBSCO indemnifies and holds City of El Segundo ("City") harmless from and
against any claim, action, damages, costs (including, without limitation, attorney's
fees), injuries, or liability, arising out of this Agreement, or its performance,
except for such loss or damage arising from City's sole negligence or willful
misconduct. Should City be named in any suit, or should any claim be brought
against it by suit or otherwise, arising out of this Agreement, or its performance,
EBSCO will defend City (at City's request and with counsel satisfactory to City)
and will indemnify City for any judgment rendered against it or any sums paid out
in settlement or otherwise.
B. Intellectual Property Infringement. Notwithstanding any provision to the
contrary, EBSCO will, at its own expense, indemnify and defend City against any
claim that EBSCO's services or work product furnished under this Agreement
infringes a patent or copyright in the United States. In such event, EBSCO will
pay all costs damages and attorney's fees that a court finally awards as a result of
such claim. To qualify for such defense and payment, City must (a) give EBSCO
prompt written notice of any such claim; and (b) allow EBSCO to control, and
fully cooperate with EBSCO in the defense and all related settlement negotiations.
City agrees that if the use of EBSCO's services or work product becomes, or
EBSCO believes is likely to become, the subject of such an intellectual property
claim, City will permit EBSCO, at its option and expense, either to secure the
right for City to continue using EBSCO's services and work product or to replace
it with comparable services and work product.
C. For purposes of this section "City" includes the City of El Segundo and its elected
and appointed officials, officers, employees, and volunteers.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
2. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, EBSCO will procure and maintain the following types of
insurance with coverage limits complying, at a minimum, with the limits set forth
below:
Type pf lnsurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Agreement No. 6169
Technology Errors
and Omissions Liability
Cyber Liability
Privacy Liability
Workers compensation
$1,000,000
$1,000,000
$1,000,000
Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 1185 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name City, its officials, and employees as "additional insureds" under
said insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," EBSCO will continue to renew the insurance
for a period of three (3) years after this Agreement expires or is terminated. Such
insurance will have the same coverage and limits as the policy that was in effect
during the term of this Agreement and will cover EBSCO for all claims made by
City arising out of any errors or omissions of EBSCO, or its officers, employees
or agents during the time this Agreement was in effect.
D. Technology Errors and Omissions Liability Insurance will cover all third party
claims arising out of any act, error, omission or breach of contract provision of
EBSCO's technology services, including loss arising from destruction of data, in
the amount set forth above per occurrence.
E. Cyber Liability Insurance to cover all third party loss from hacking attack or virus
emanating from or passed through EBSCO's computer system or a cloud
provider's system into City's systems in the amount set forth above per
occurrence.
F. Privacy Liability Insurance to cover security breach and notification cost resulting
in actual loss of personal information or any other records considered confidential
for the City's data located on service providers servers or on a cloud computing
provider's system in the amount set forth above per occurrence.
G. Each such liability policy shall name the City of El Segundo as an Additional
Agreement No. 6169
Insured for such liability of the City, and each such first -party shall name the City
as a Loss Payee. EBSCO will furnish to City duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this Agreement
and such other evidence of insurance or copies of policies as may be reasonably
required by City from time to time. Insurance must be placed with insurers with a
current A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
H. Should EBSCO, for any reason, fail to obtain and maintain the insurance required
by this Agreement, City may terminate this Agreement if EBSCO does not renew
the proper insurance within thirty (30) days of written notice from City.
City of El Segundo
EBSCO
Name: Scott Mitni
Name: Alex Saltzman
Title: City' ana 1 r
Title: Senior Vice President of Sales
Date
Date: 9/21/2021
.. ally Name Charles es
Title Director, la formatio Technology Services
Date:
Joaquin Vazquez, Deputy City Attorney for
....__..._....___...............................................................................................................................................
Name: Mark Henslev
Title: CityAgErje'.................................................................................-._...... .-.......... ..... ..-..-.....
Date: October 4. 2021
Name: Hank Lu
.....................
Title: Risk Mangy
Date: 10-4-21