R19-149 1 RESOLUTION NO. R19-149
2
3 A RESOLUTION OF THE BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE
5 CITY MANAGER TO ENTER INTO A LICENSE
6 AGREEMENT FOR AN ANNUAL SUBSCRIPTION
7 FOR THE LIBRARY WITH RECORDED BOOKS,
INC., FOR A ONE YEAR PERIOD IN THE AMOUNT
OF $2,400.00; AND PROVIDING AN EFFECTIVE
1C DATE.
11
12 WHEREAS, Transparent Language Online offers the most comprehensive
13 language learning solution for libraries allowing patrons to quickly and easily learn new
14 languages using a wide variety of courses and activities; and
15 WHEREAS, upon recommendation of staff, the City Commission of the City of
16 Boynton Beach does hereby approve the annual subscription with Recorded Books
17 Transparent Language Database for one year in the amount of$2,400.00.
16 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
19 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
2�C Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
21 as being true and correct and are hereby made a specific part of this Resolution upon
22 adoption hereof.
23 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
24 approves and authorizes the City Manager to enter into a License Agreement for an annual
25 subscription with Recorded Books Transparent Language Database for the Library for a one
26 year period in the amount of$2,400.00, a copy of which is attached hereto as Exhibit"A".
27 Section 3. That this Resolution shall become effective immediately.
29
S:\CA\RESO\Agreements\Recorded Books License Agreement-Reso.docx
1 PASSED AND ADOPTED this day of December, 2019.
2
3 CITY OF BOYNTON BEACH,FLORIDA
4 YES NO
E Mayor—Steven B. Grant ✓
7
8 Vice Mayor—Justin Katz ✓
13 Commissioner—Mack McCray ✓
11
12 Commissioner—Christina L. Romelus ✓
13
14 Commissioner—Ty Penserga
15
13
17 VOTE S�'J
18 ATTEST:
1S
21
22 C stal Gibson, Cr
22 City Clerk
a4
21E
27 (Corporate Seal)
2E
CITY1:11t*
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S:\CA\RESO\Agreements\Recorded Books License Agreement-Reso.docx
Page 1 of 4
rb digital
RBdigital Online , .
Subscription Form r
Recorded Books, Inc. - 270 Skipjack Road - Prince Frederick, MD 20678 - recordedbooks.com - 877-
828-2833 - rbdigital@recordedbooks.com
******This web form provides an easy portal to elecronically sign up for/renew an
RBdlgital service in just a few minutes. Please fill in the required fields and digitally sign
the document on the bottom, using your mouse. Be sure to dick on submit at the bottom
of the page to complete the form. Thank You.******
Library Information
Library/School Name* State/Province* Public Library School Hi-Ed
Boynton Beach City Library Florida v QQ Yes Yes ❑Yes
Corporate Category/Tier*
[l Yes (2 r]
Recorded Books Account Manager Name Recorded Books Account Manager eMail
Budget Year* ILS-Cataloging System*
October 1 -September 30 I V Koha I v II
Contact Information
Note: Due to data privacy requirements,please enter in work email addresses into the email field(s).
Primary Contact First Name* Craig
Primary Contact Last Name* Clark
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Page 2 of 4
Email Address* clarkc@bbfl.us
Phone Number 5617426380
Marketing Contact* Library Facebook/Twitter URL:
❑ Same as above ❑ Add new contact
MARC Record Contact
❑Same as above ❑ Add new contact
Address
Bill To Address:
Street Address* 115 N Federal Hwy.
City* Boynton Beach
State/Province* Florida v
Zip Code* 33435
❑ Check if Ship To Address Is different than Bill To Address
New Subscriptions
RBdigital Audiobooks and eBook Subscriptions
❑ RBdigital Audiobooks Adult Subscription ❑ RBdigital AudiobooksChildren/YA Subscription
❑ RBdigital Audiobooks Top 250 ❑ RBdigital Audiobooks Academic Subscription
❑ RBdigital Audiobooks Dr. Who Subscription ❑ RBdigital Audiobooks Audiolibros Subscription
❑ RBdigital Audiobooks Canadian Subscription ❑ RBdigital Audiobooks Platform Only(includes eAudio Classics)
❑ RBdigital Audiobooks eBook Classics ❑ RBdigital Audiobooks K-12
❑ RBdigital Audiobooks K-8 ❑ RBdigital Audib000ks 9-12
❑
RBdigital Audiobooks Unlimited ❑ RBdigital Audiobooks Hi-Ed Bundle
RBdigital Services
❑ RBdigital Magazines-Access Only ❑IndieHix 0 Transparent Language
❑ Universal Class ❑ Hoonuit ❑ Law Depot
❑ RBdigital Audiobooks-Magazines Bundle ❑ArtlstWorks ❑ Magazine Value Collection-(US
Collection)
(i Magazine Value Collection -(Canadian ❑ RBdigital Comics ❑ Stingray Qello
Collection)
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[ Entertainment-Streaming Video ❑ Education -Streaming ❑ RBdigital PressReader Unlimited
Video Newspapers
❑ RBdigital Unlimited Magazines 0 RBdigltal Unlimited
Comics
Transparent Language Subscription Price *
{2400
Subscription Start Date ® Subscription End Date Prorated Dates To Match Fiscal Year*
(11/01/2019 1 110/31/2020 ) 0 Yes O No
Rep Notes
Rep Notes
0/255 characters
Send MARC Records?
Yes Di
Other Notes or Instructions:
Library Specific Special
Setup/Billing Instructions
Order Confirmation
RBdiuital License A.jreement Link
Transparent Lantivaue Online License Term Link
Nene* Data*
Title*
Signature*
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Page 4 of 4
Purchase Order OO
Office Use Only Office Use 0nlyOFFICE USE ONLY Contract Type*
0010000000NPv8i Renewal v[j
AR SF Account Id Trackln9_
0010000000NPv8i
Submit
https://fs2.formsite.com/res/workflowContinue?EParam=m Omx8apOTCMicmgdupxA... 11/14/2019
RECORDED BOOKS,INC.
LICENSE AGREEMENT
Last Updated:
THIS LICENSE AGREEMENT ("AGREEMENT") GOVERNS YOUR (THE "LICENSEE" or "City")
ACQUISITION AND USE OF RECORDED BOOK'S SERVICES AND CONTENT(DEFINED BELOW).
BY ENTERING INTO THIS AGREEMENT OR OTHERWISE ACCESSING RECORDED BOOKS'
SERVICE, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL
AGREEING TO THE SUBSCRIPTION TERMS(DEFINED BELOW)FOR LICENSEE IS DOING SO ON
BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,SUCH INDIVIDUAL REPRESENTS THAT HE
OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.
PLEASE NOTE THAT THIS AGREEMENT AUTO-RENEWS.
Licensee's use of,and participation in,certain Services and access to certain Content may be subject to
additional terms("Supplemental Terms")and such Supplemental Terms will either be listed in this
Agreement or will be presented to Licensee for your acceptance when Licensee ordered the supplemental
Service. If the terms of this Agreement are inconsistent with the Supplemental Terms,the Supplemental
"Perms shall control with respect to such Service.This Agreement and any applicable Supplemental Terms
are referred to herein as the"Agreement."
1. SCOPE OF AGREEMENT.This Agreement governs Licensee's use of Recorded Book's online platform
("Platform") and audiovisual or other digital content provided pursuant to a subscription order form (such
content,"Content").The Platform and the Content are collectively,the"Service."The Content that Recorded
Books will provide Licensee is as selected by Licensee on the subscription order form (the "Subscription
Terms"),the terms of which are incorporated into this Agreement by reference.
2. PROPRIETARY RIGHTS
(a) License to Platform. Subject to the terms and conditions of this Agreement, Recorded Books grants to
Licensee a non-exclusive,non-transferable, non-sublicensable, license to access and use the Platform for the
purposes of selecting and managing Licensee's use(including any subscriptions)of Content.
(b) License to Content. Subject to the terms and conditions of this Agreement, Recorded Books grants
Licensee and its End Users (defined below) a limited, non-transferable, non-exclusive, non-sublicenseable,
royalty-free, license to reproduce, display, perform and distribute the Content through the Platform (and
supported devices) for End Users' (defined below) personal and noncommercial use, in accordance with the
Subscription Terms. Licensee acknowledges that the forgoing license is granted by Recorded Books on behalf
of the individual publishers or other publishing bodies that have authorized Recorded Books to license Content
to Licensee and End Users. In certain instances, the Content may be subject to separate terms. In such cases,
those separate terms will be provided before such Content may be accessed.
(c)Restrictions on Use of Services. In connection with Licensee's use of the Service, Licensee will
comply with all applicable laws, rules and regulations. Licensee will not, and will not permit any third
party (including End Users) to: (i) reproduce, distribute, display, modify, alter, publish, exploit, transfer,
transmit, translate, or create derivative works of any part of the Service except as expressly authorized in
this Agreement; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify
or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of any
part of the Service; (iii) lend, lease, offer for sale, sell or otherwise use the Service for the benefit of, or
make available to, third parties (except End Users); (iv) attempt to circumvent any license, timing or use
100339353.1 306-E1018211
restrictions that are built into the Service; (v)you shall not use any metatags or other"hidden text" using
Recorded Books'name or trademarks; (vi)you shall not use any manual or automated software,devices or
other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools
or the like) to "scrape" or download data from any web pages contained in the Service; (vii) except as
expressly stated herein, no Content may be copied, reproduced, distributed, republished, downloaded,
displayed, posted or transmitted in any form or by any means; and (viii) Licensee shall not remove or
destroy any copyright notices or other proprietary markings contained on or in the Content or Services.
(d) End Users. "End Users"means any of Licensee's employees, representatives,faculty,students, staff,
visiting scholars,patrons and members that Licensee authorizes to use the Content.Licensee is responsible for
ensuring that all End Users are bound by the terms and conditions set forth in this Agreement. Any material
breach of this Agreement by an End User will be deemed a breach by Licensee.
(e) Recorded Books Ownership of Service. Except for the rights granted in Section 2(a)above,as between
Licensee and Recorded Books, Recorded Books retains all right, title and interest, including all intellectual
property rights, in and to the Service. Licensee acknowledges that the Service include Recorded Books'
valuable trade secrets and improper use or disclosure would cause Recorded Books irreparable harm.
Accordingly, Licensee agrees to use the Service solely as authorized in this Agreement. Licensee further
acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee
title or ownership of the Service,but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED
HEREUNDER ARE RESERVED TO RECORDED BOOKS AND ITS CONTENT PROVIDERS.
3. USE OF THE SERVICE. Licensee will (a) be responsible for its (and its and End Users') compliance
with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the
Service,and notify Recorded Books immediately of any such unauthorized access and/or use of which Licensee
becomes aware, and (c)use the Service only in accordance with this Agreement and all applicable laws and
government regulations. Licensee will not (i) interfere with or disrupt the integrity or performance of the
Service or any third-party data contained on the Service, including any Content (and any digital rights
management software included in the Content), or (ii) attempt to gain unauthorized access to the Service or
their related systems or networks. Without limiting the foregoing, Licensee must ensure that all Content is
provided to End Users pursuant to an agreement that is consistent with the terms of this Agreement in its
protections of Recorded Books,including warranty disclaimers,limitations of liability,and confidentiality.
4. FEES
(a) Fees. Licensee will pay Recorded Books the fees described in the Subscription Terms (the "Fees").
Except with respect to Per-Item Fees (defined below), all Fees are due in advance and are based on Content
ordered rather than actual usage.Payment obligations are non-cancelable and non-refundable(subject to Section
7(d)). Fees for Content obtained other than on a subscription basis("Per-Item Fees")are due within thirty(30)
days of the invoice date for such Per-Item Fees.
(b) Pament Terms.For all Fees,Licensee will provide Recorded Books with valid credit card information.
Licensee authorizes Recorded Books to charge Licensee's credit card for the Fees on the date the Agreement
,'00339353 1 30690012211
renews (e.g., the anniversary date) for any subscription selected in the Subscription Terms for the Renewal
Term.
(c) Taxes. Licensee will be responsible for payment of all applicable sales, use, property, value-added,
withholding, or other federal,state or local taxes except for taxes based solely on Recorded Books' net income.
If Recorded Books is required to pay any such taxes based on the licenses granted in this Agreement or on
Licensee's use of the Service,then such taxes will be billed to and paid by Licensee.
5. CONFIDENTIAL INFORMATION; SECURITY
(a) Confidentiali . "Confidential Information" means all confidential information disclosed by
Recorded Books to Licensee,whether orally or in writing,that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information includes the non-public facing components of the Service (excluding Content, for
clarity), technology and technical information, product plans and designs, pricing, and business processes.
Except as required by applicable law,Licensee will not disclose any Confidential Information to anyone who
does not have a"need to know"the Confidential Information, and will use the same degree of care that it uses
to protect the confidentiality of its own confidential information of like kind (but in no event less than
reasonable care)in protecting Confidential Information.
(b) Access Control. Licensee will implement and maintain reasonable measures to ensure that only End
Users have access to the Service. Licensee must take reasonable steps to prevent unwarranted intrusions into
data managed or maintained by Recorded Books on Licensee's behalf and acquired in the course of the
operation of the Service.
6. SUPPORT. Recorded Books will use reasonable efforts to provide technical support services by email
oursupport reecordedbooks,com and phone 877-772-8346 to Licensee between 7:30am and 5:30pm,Eastern
time, Monday through Friday.
7. TERM AND TERMINATION
(a) Term of Areement.This Agreement takes effect on the date Licensee access this Agreement remains
in effect until the last to expire of a Subscription Term, unless earlier terminated as set forth below.
(b) Term of Subscriptions. The term of each Content subscription will be described in the Subscription
Terms. Content subscriptions will automatically renew for additional periods equal in length to the initial
subscription term(each such renewal,a"Renewal Term")unless either party provides notice of non-renewal
at least 30 days prior to commencement of the next Renewal Term.
(c) Termination.
• If either party commits a material breach or default in the performance of any of its obligations
under this Agreement, then the other party may terminate this Agreement, provided that the
terminating party gives the breaching or defaulting party written notice of termination specifying the
underlying breach or default, within 30 days of such breach or default, and such breach or default
remains uncured 30 days after the breaching or defaulting party receives the notice.
• Either party may terminate this Agreement at any time upon 5 business day's prior written notice
for any reason,with or without cause.
(d) Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights,
licenses and access to the Service granted to Licensee under this Agreement will immediately terminate. If this
Agreement expires, or if Recorded Books terminates this Agreement pursuant to Section 7(c),all unpaid Fees
will become immediately due and payable to Recorded Books.In no event will expiration or termination of this
Agreement relieve Licensee of any obligation to pay Fees payable for the period prior to the date of termination.
100339353 1 306-9001821)
(e) Survival. All terms and provisions of this Agreement,including any exhibits,which by their nature are
intended to survive any termination or expiration of this Agreement,will so survive.
8. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented
herein under the laws and regulations of its jurisdiction of incorporation,organization or chartering;(b) it has
the right, power and authority to enter this Agreement and to grant the rights and licenses granted hereunder
and to perform all of its obligations hereunder;(c)the execution of this Agreement by its representative whose
signature is set forth at the end hereof has been duly authorized by all necessary corporate or organizational
action of the party; (d)when executed and delivered by both parties,this Agreement will constitute the legal,
valid and binding obligation of such party, enforceable against such party in accordance with its terms; (e)it
will abide by all applicable federal,state and local laws and regulations with respect to online activities,use of
end user data and the products and services offered by each party in connection with this Agreement;and(f)
the execution and performance of this Agreement will not violate any other contract to which that party is a
ply-
9. WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED"AS IS" WITHOUT WARRANTY OF
ANY KIND. AND RECORDED BOOKS MAKES NO PROMISES, REPRESENTATIONS OR
WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY,OR OTHERWISE,WITH RESPECT TO
THE SERVICE, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION,OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS.RECORDED BOOKS
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR
STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE
ABOVE.RECORDED BOOKS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE
OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.
10. LIMITATION OF LIABILITY. WITH SPECIFIC EXCEPTION TO THE INDEMNITY CLAUSE
HEREUNDER, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED
TO THIS AGREEMENT EXCEED FEES PAID BY LICENSEE TO RECORDED BOOKS DURING THE
ONE YEAR PERIOD PRECEDING THE CLAIM GIVING RISE TO LIABILITY. IN NO EVENT WILL
EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
ARISING OUT OF OR RELATED TO THIS AGREEMENT,INCLUDING BUT NOT LIMITED TO LOSS
OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR
EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS
REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
(a) 11. DISPUTE RESOLUTION. If a dispute arises from or relates to this
Agreement or the alleged breach thereof, and if the dispute cannot be settled
through negotiations within 30 days. If the dispute is not settled in
negotiation, all remaining claims, counterclaims, disputes and other matters in
question between the parties arising out of, relating to, or pertaining to this
Agreement, or the breach thereof, or the services thereof, or the standard of
performance therein required, shall be determined by litigation in the Circuit
Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida,
or the Federal City Court of the Southern City of Florida and appropriate
appellate courts for such venue and jurisdiction. .
12. Indemnity. RECORDED BOOKS agrees to indemnity, defend, save and hold harmless the City, its
(00339353 1 3049001821
officers, agents and employees, from all damages, liabilities, losses, claims, fines and fees, and from any
and all suits and actions of every name and description that may be brought against City, its officers,
agents and employees,on account of any claims,fees, royalties,or costs for any invention or patent or for
the infringement of any and all copyrights or patent rights claimed by any person, firm,or corporation.
Payment of any amount due pursuant to the foregoing indemnity shall,after receipt of written notice by
RECORDED BOOKS from the City that such amount is due,be made by RECORDED BOOKSprior to
the City being required to pay same, or in the alternative, the City, at the City's option, may make
payment of an amount so due and RECORDED BOOKS shall promptly reimburse the City for same,
together with interest thereon at the statutory rate from the date of receipt by RECORDED BOOKS of
written notice from the City that such payment is due. RECORDED BOOKS agrees, at RECORDED
BOOKS's expense, after written notice from the City, to defend any action against the City that falls
within the scope of this indemnity, or the City, at the City's option, may elect not to tender such defense
and may elect instead to secure its own attorney to defend any such action and the reasonable costs and
expenses of such attorney incurred in defending such action shall be payable by RECORDED BOOKS.
Additionally, if RECORDED BOOKS, after receipt of written notices from the City, fail to make any
payment due hereunder to the City, RECORDED BOOKS shall pay any reasonable attorney's fees or
costs incurred by the City in securing any such payment from RECORDED BOOKS.
Nothing contained herein is intended nor shall it be construed to waive the City's rights and immunities
under the common law or Florida Statute §768.28 as amended from time to time. This obligation shall
not be construed to negate,abridge,or otherwise reduce any other right or obligation of indemnity which
would otherwise exist in the City's favor.
13. MISCELLANEOUS
(a) Electronic Communications.The communications between Licensee and Recorded Books may take place via
electronic means.For contractual purposes, Licensee(a) consents to receive communications from Recorded
Books in an electronic form;and(b)agree that all terms and conditions,agreements,notices,disclosures,and
other communications that Recorded Books provides to you electronically satisfy any legal requirement that
such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory
rights.
(b) Assicnment. Neither party may assign this Agreement or any rights or obligations hereunder, directly or
indirectly, by operation of law or otherwise, without the prior written consent of the other party; provided,
however,that Recorded Books may assign this Agreement to a parent, affiliate, subsidiary, or successor to its
business, if any. Subject to the foregoing,this Agreement will inure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns. Any attempted assignment in violation of this
Section 12(a)will be null and void.
(c) U.S. Government Ri_f Its. Recorded Books provides the Service, including related software and technology,
for ultimate federal government end use solely in accordance with the following: Government technical data
and software rights related to the Services include only those rights customarily provided to the public as
defined in this Agreement.This customary commercial license is provided in accordance with FAR
12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR
252.227-7015 (Technical Data—Commercial Items)and DFAR 227.7202-3 (Rights in Commercial Computer
Software or Computer Software Documentation). If a government agency has a need for rights not conveyed
under these terms, it must negotiate with Recorded Books to determine if there are acceptable terms for
transferring such rights,and a mutually acceptable written addendum specifically conveying such rights must
be included in any applicable contract or agreement.
(d) Export Reeulations. Licensee will comply with all applicable export and re-export control laws and
regulations, including the Export Administration Regulations ("EAR")maintained by the U.S.Department of
Commerce,trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets
Control, and the International Traffic in Arms Regulations("1TAR") maintained by the Department of State.
{02339333 1306-9001671
Specifically,Licensee covenants that it will not—directly or indirectly—sell,export,re-export,transfer,divert,
or otherwise dispose of any products, software, or technology (including products derived from or based on
such technology) received from Recorded Books under this Agreement to any destination, entity, or person
prohibited by the laws or regulations of the United States, without obtaining prior authorization from the
competent government authorities as required by those laws and regulations.
(e) Severabilii . If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law the remaining provisions of this Agreement will remain in full force and effect.
(f) Governin_law and Jurisdiction.This Agreement is governed by and construed under the laws of the State of
Florida without reference to conflict of laws principles. Subject to Section 11 above,all disputes arising out of
or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located
in Florida, and the parties agree and submit to the exclusive jurisdiction and venue of these courts.
(g) Modification and Waiver. No waiver or modification of this Agreement will be valid unless made in writing
and signed by both parties.The waiver of a breach of any term hereof will in no way be construed as a waiver
of any other term or breach hereof.
(h) Entire Areement. This Agreement,together with the Subscription Terms, embodies the entire understanding
of the parties and supersedes any previous or contemporaneous communications,whether oral or written; and
may be amended only by a writing signed by both parties.
(i) Force Majeure. Recorded Books shall not be liable for any delay or failure to perform resulting from causes
outside its reasonable control,including,but not limited to,acts of God,war,terrorism,riots,embargos,acts of
civil or military authorities,fire, floods,accidents, strikes or shortages of transportation facilities, fuel, energy,
labor or materials.
(j) PUBLIC RECORDS. Sealed documents received by the City in response to an invitation are exempt from
public records disclosure until thirty (30)days after the opening of the Bid unless the City announces intent to
award sooner, in accordance with Florida Statutes 119.07.
(k) The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with
Florida's Public Records Law. Specifically,the Contractor shall:
(I) Keep and maintain public records required by the CITY to perform the service;
(m)Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested
records or allow the records to be inspected or copied within u reasonable time at a cost that does not exceed
the cost provided in chapter 119,Fla. Stat.or as otherwise provided by law;
(n) Ensure that public records that are exempt or that are confidential and exempt from public record disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and, following
completion of the contract, Contractor shall destroy all copies of such confidential and exempt records
remaining in its possession once the Contractor transfers the records in its possession to the CITY;and
(o) Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all public
records in Contractor's possession All records stored electronically by Contractor must be provided to the
CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the
information technology systems of the CITY.
(p) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
100339353.1 306-9001121)
CRYSTAL GIBSON, CITY CLERK
3301 QUANTUM BLVD., SUITE 101 BOYNTON BEACH, FLORIDA, 33426
561-742-6061
GIBSONC@BBFL.US
(q) SCRUTINIZED COMPANIES—287.135 AND 215.473
By execution of this Agreement,Contractor certifies that Contractor is not participating in a boycott of
Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel
list,not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business
operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the
provision of goods or services with any scrutinized company referred to above. Submitting a false
certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to
Contractor of the City's determination concerning the false certification. Contractor shall have five (5)
days from receipt of notice to refute the false certification allegation. If such false certification is
discovered during the active contract term, Contractor shall have ninety (90)days following receipt of the
notice to respond in writing and demonstrate that the determination of false certification was made in
error. If Contractor does not demonstrate that the City's determination of false certification was made in
error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section
287.135,Florida Statutes, as amended from time to time.
(r) "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in
counterparts which together shall constitute one and the same agreement among the parties. A facsimile
signature shall constitute an original signature for all purposes."
Recorded Books,Inc. Library Account:
Name: / a./ — Name: -
Title:,4566-indIele �`I�.tl�: CITY MANAGER
Date:_ _jot I 'i 9 _ Date: DECEMBER 12, 2 019 _
APPROVED Iv f ..w:
y �Q
/ BOYN,0
.� �
Pr+tU (r ,s04 rime-, G'hy LYerk.
(00339353.1306-9007120