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COLLECTIONHQ (VALSOFT IRELAND LIMITED)
0:6tibrary cry INSURANCE NOT ON FILE N-2026-042 D�Ian(yArt 0(Dt) WpRk( MAY NOT PROCEED collectionHQ CITYCLER ' 4 11116 DATEf Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 November 12, 2025 Offer for subscription for the collectionHQ Service We, Valsoft Ireland Limited, dba collectionHO, a company registered under the Companies Acts (company number SC849460) and having our registered office and place of business at 220 St Vincent Street, Glasgow, G2 5SG, have pleasure in offering to provide you,the addressee named above, with the under noted Service subject to the terms and conditions (as attached in this document). Service: Provision over a web interface of our subscription based hosted Software using data supplied to us by you. Subscription Period: 2 Years commencing January 2, 2026 to July 1, 2027 The costs associated with the provision of the above Service are as follows: Subscription Fee: List Price: USD $13,122 per annum Year 1 (January 2, 2026—July 1, 2026) 50% discount applied and prorated for the shortened term = USD $3,218 Year 2 (July 1, 2026—July 1, 2027) 71 discount applied = USD $12,203 Minimum Hardware and • A supported Internet browser(see www.collectionhq.com for Software Requirements: a list of supported browsers) • A connection from your internal network to the Internet with a minimum nominal speed of 8Mbps • Outbound FTP Access Registered address llectionh com Valsoft Ireiand Lin3ited dba colleciionHQ coflectionH co Q Limited 4• Linkedln 10 Earlsiart Terrace 220 St.Vincent Street +44{0'141 739 5512 LollectionHIQ Dublin 2,D02 T380 Glasgow,G2 SSG Ireland 0 collectionHQ Website: Our website located at www.collectionhq.com (or such other domain name as we may from time to time specify) from which the Service is to be provided. Designated Contact(s): Lynn Nguyen, LNguyen@santa-ana.org If the subscription is terminated before the end of the period set forth in this agreement, then the discount applied for previous periods will be payable. Yours sincerely k�"' OW14�' Aidin Mohsenin Portfolio Manager For and on behalf of Valsoft Ireland Limited, dba collection HQ Acceptance of the Offer and Terms and Conditions of Service on behalf of Santa Ana Library Name/Title: BRIAN STERNBERG, EXECUTIVE DIRECTOR AL* 22/01/2026 Signature Brian stern erg(Jan22,202611:26:17PST) Date ATTEST CITY F.'S�J'T A-N A = L r•w Jiff alvaro Nmez City c1e city Mamger APPROVED AS TO FORM V AL.:SOFT IREILA M) SONIAR. C RV.AL 0 DBE. COLLECTIOYH City Attomey B L Aidin Mohsenin(Jan 22,2026 14:18:39 EST) -IomtbmT. Malt mi ez By, Aidin Mohsenin Assistant city Attomey Title:Portfolio Manager collectionHQ STANDARD TERMS AND CONDITIONS FOR THE SERVICE BEFORE USING THE SERVICE, PLEASE READ THIS THESE TERMS AND CONDITIONS AND THE OFFER (COLLECTIVELY, THE "AGREEMENT") CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE. This Agreement is a legal agreement between you and Valsoft Ireland Limited, dba collectionHQ, and governs your rights and obligations regarding the Service. 1. Definitions Term Meaning the "Offer" The offer letter, offering you the collectionHQ service. the "Agreement" The Offer together with these Terms and Conditions references to "You" or "Your" The person or organization which has accepted the Offer and thereby agreed to receive the Service references to "We", "Our" or Valsoft Ireland Limited, dba collectionHQ "Us" the "Software" The then current and core version of our proprietary software application collectionHQ which both provides the Service on our website and enables you to use the Service. The core Software does not include the optional Modules. the "Service" Provision over a web interface of our subscription based hosted Software using data supplied to us by you. collectionHQ the "Commencement Date" The date this Agreement and the Service is deemed to have commenced. the "Subscription Period" The initial term of this Agreement, as shown in the Offer the "Renewal" A twelve month extension of the period for which the Service will be provided, commencing at the end of the Subscription Period, and on every subsequent anniversary thereafter. the "Renewal Date" The date the annual Renewal commences the "Modules" Optional packages of extra-functionality software, which enhance the Software further, and which are not covered by the Subscription Fee. The "Designated Contacts" The email addresses to which all notices under this agreement will be addressed, as shown in the Offer. References to Clauses are to clauses of this Agreement. Terms defined in the Offer shall have the same meaning in these terms and conditions. Registration/Du ration 2.1 We shall provide the Service to you under the terms of the Agreement. This Agreement (and the Service provided) shall commence on the Commencement Date and, always subject to Clauses 11 and 12, shall commence from go-live and be discontinued on the anniversary date at the end of 2 years. The library may choose to adopt a new agreement at the end of the 2 years, if desired, without interruption to the library's colelctionHQ site. 3. Equipment and Internet Connection roliectionlHIQ 3.1 We shall provide the Service to you using the Internet. You are responsible for providing an adequate connection to the Internet with a minimum connection speed not less than that specified in the Offer. 3.2 You are responsible for obtaining and maintaining all equipment, hardware, third party software, peripherals and any and all other communications facilities and equipment which may be required from time to time to access and use the Service (and of at least the minimum hardware/software specification as set out in the Offer) and for paying all charges incurred in relation to the use of these. 4. Data Supply and Cataloging Records 4.1 You agree that in order for us to provide the Service you shall utilise a suitable and reliable data extraction mechanism, to extract, collect and convey data to be used for the Service to our computer systems. Once such data is received by our systems our Software can provide the Service to you and Permitted Users. 4.2 Consequently you hereby grant to us a non-exclusive licence to use the data supplied by your computer systems to ours for the term of this Agreement,for purposes including but not limited to the following:- (a) providing the Service; (b) providing any future enhancements to the Software or Modules; (c) our own internal records; and aggregated without attribution in other systems; and (d) allowing an Internet Services Provider appointed by us to access such data to the extent necessary to allow such Internet Services Provider to host the Software. 4.3 To provide an effective Service to you, it is important to ensure the reliability and integrity of data supplied. Accordingly, you warrant that the data supplied: (a) does not infringe the rights of any third parties, including without limitation copyright owned by third parties; (b) complies with all applicable laws and regulations; and (c) will be accurate and will be updated on at least a monthly basis. 4.4 For the avoidance of doubt, unless you comply with the terms of this clause 4 we shall have no obligation to provide the Service. 5. Availability of Service 0 collectionHQ 5.1 We will use commercially reasonable efforts to achieve the Service Targets set out in Appendix 1. However,whilst we will do what we reasonably can to ensure the availability of the Service at all times, we cannot and do not offer a continuous or uninterrupted service and no warranty is given in this respect. You acknowledge that certain aspects of the Service are dependent upon third parties and upon your computers supplying us with data. Without prejudice to this generality, we may at any time at our discretion: (a) temporarily suspend or restrict access to the Service for the purposes of repair, modification, maintenance or improvement or the implementation of new facilities or performance of back-up or data archival; or (b) give instructions to you regarding the use of the Service which in our reasonable opinion are necessary in the interests of security or to maintain or improve the quality of the Service to you. You will use your best endeavours to comply with such instructions and, while they are in force, such instructions will be deemed to form part of this Agreement. However, where reasonably possible, we shall give notice of any suspension, undertake system maintenance activity out of your normal working hours (assuming these are gam until 5pm Monday- Friday) and will restore the Service as soon as reasonably practicable after any such suspension. 5.2 You shall: (a) grant us (or our employees and/or agents) access to your premises, when and if needed, during normal business hours and we and our employees and/or agents shall adhere to your policies and procedures in relation to health and safety and security at all times; (b) use reasonable endeavours to provide decisions, information or assistance to us on our request in sufficient time and detail for us to provide the Service; and (c) prepare the equipment, hardware, third party software, infrastructure and environment in accordance with clause 3.2 and generally as required by us and to have access as provided for in (a) and (b) above in order for us to provide the Service in accordance with the Agreement. For the avoidance of doubt if you do not comply with clause 5, we shall have no obligation to provide the Service. 6. Changes to Service 0 colloctionHQ 6.1 We reserve the right to enhance or otherwise change the Service or the Software from time to time in order to improve the Service or Software we offer You. 7. Use of Service 7.1 Subject to your payment of the Subscription Fee as set out in the Offer, we grant to you a non-exclusive, non-transferable right to access the Service for the duration of this Agreement for the sole purpose of using the Service in relation to stock performance management for the Designated Libraries. 7.2 You are permitted to print and download reports from the website for your own use provided that no documents, information or related graphics on the website are modified in any way and no graphics on the website are used separately from accompanying text and provided you otherwise comply with the terms of this Agreement. 7.3 Unless otherwise stated by us on the website, the copyright and other intellectual property rights in all material on the website and the Software are owned by us or our licensors. Any use of reports from the website other than in accordance with Clause 7.2 above is prohibited. 7.4 Subject to Clause 7.2, no part of the website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission. Such permission shall not be unreasonably withheld. 7.5 Upon acceptance of the Offer and subject to payment of the Subscription Fee, we shall provide you with the usernames and passwords authorising use of the website for the Permitted Users specified in the Offer. You may issue these to Permitted Users who are your employees, or such other types of users as are agreed by us on the basis that each username and password pair is allocated to a single user only and only such users who have been allocated with a username and password by you are entitled to use the Service. You agree that you shall not disclose information in relation to the Software or provide any access whatsoever to any third party which is not a Permitted User. 7.6 Additional pairs of usernames and passwords may be issued by us at our option upon your request and we shall have the right to make an additional charge for these additional pairs or vary monthly fees as a result of these additional users accordingly at our sole discretion. Any use made of the Software and Service by anyone other than Permitted Users shall be deemed unauthorized use. 0 collectionHC, 7.7 You may not, and you shall procure undertakings from Permitted Users that they shall not: (a) copy the Software for any purpose whatsoever other than normal automatic copying by your computer of the Software for the sole purposes of enabling you and your Permitted Users to use the Service on the website; (b) use the Service or Software or any part of them on equipment of a type, category or for additional users or libraries other than as permitted by this Agreement; (c) modify, alter, loan, distribute, rent, assign, sub-license, transfer or otherwise provide (whether electronically or otherwise) access to the website, or the Software utilised by the website or any copy or part of it to anyone else or make the website or the Software utilized by it available for use by others in any time sharing, service bureau or similar arrangement or otherwise; (d) except as permitted by applicable law, reverse engineer, disassemble, reverse translate or in any way decode the website or the Software or any copy or part of them in order to derive any source code or other information. You agree that the website and Software contains valuable trade secrets and confidential information owned by us including but not limited to the functionality, appearance and content of the website and Software screens, the method and pattern of user interaction with the website and Software and the content of the website. The Software source code and such valuable trade secrets and confidential information are not licensed to you under this Agreement and must not be disclosed to any third party. 7.8 All right, title and interest including but not limited to copyrights and other intellectual property rights of any nature in the website and the Software and resulting out of the delivery of the Service are owned exclusively by us and you acquire no title or interest in the same other than the right to use the website and the Software and receive the Service in accordance with this Agreement. 8. Support and Training* 8.1 We shall provide you with access to a support helpdesk in respect of the Service between the hours of 9.00 am and 5.00 pm, Monday to Friday (excluding Scottish public holidays) in accordance with our then current support procedures as amended or updated by us from time to time. The support helpdesk facility should be accessed by email to ensure all incidents are logged by our Support Ticketing System. 0 collecti©nHIQ On-site support shall not be provided by us as part of the Service, but may be provided at our sole option where we deem it necessary and/or where we are unable to resolve queries remotely. Upon mutual agreement, we shall be entitled to provide you with on- site support whereby we will charge our standard daily rates from time to time (prorated if appropriate), and you shall pay all reasonable travel and other costs and expenses incurred by us in relation thereto. 8.2 We shall provide such initial training regarding use of the Software and Service as we deem appropriate including without limitation by way of the provision of documentation relative to the Software and the Service. If you wish additional training throughout the Subscription Period, this shall be the subject of separate agreement between you and us. 9. Escrow Agreement In accepting the Offer, you are agreeing to subscribe to a service (the Service) based upon payment of an annual subscription fee (the Subscription Fee). As such, no Escrow arrangements are applicable in relation to this Agreement. 10. Consultancy Services 10.1 We do not need to provide you with additional chargeable Consultancy Services for you to be able to fully use the Service. However, if you would like us to provide additional services for you then these can be discussed on a case-by-case basis and quotations will be prepared as appropriate. 10.2 Re-implementation for new integrated library systems. If you change your integrated library system during your subscription to collectionHQ,we will need to re-implement collectionHQ for you. The technical effort relating to this is almost the same effort required for the initial implementation. The charge for us to set your collectionHQ instance up with your new integrated library system will be 50%of your Set Up Fee list price. 11. Payment 11.1 In consideration of the provision of the Service by Us, You shall pay the Subscription Fee. Payment is due annually in advance for the Service to be provided in that year and We shall invoice You accordingly. 11.2 Payment shall be within 30 days of the date of invoice. 0 collectionHQ 11.3 For the avoidance of doubt, any fees for Consultancy Services shall be in addition to the Subscription Fee and shall be agreed on a case by case basis and may be chargeable by us as a time based rate or as an agreed fixed fee. The Software may be upgraded by Us from time to time, offering new functionality or features, and You must accept such changes to the Software as and when they are released by Us. There shall be no increase to the Subscription Fee during the Initial Subscription Period for such new functionality or features. However, software Modules may be offered to You from time to time which You may choose to subscribe to at extra cost to the Subscription Fee, effective from the date You are granted access to such new Modules. However, You will have the option not to subscribe to such new Modules. 11.4 All sums in the Offer are exclusive of sales taxes and duties which will be payable if applicable in addition. We reserve the right to increase the Subscription Fee for any Renewal. 11.5 Without prejudice to any other right or remedy which We may have, We shall be entitled to charge interest (both before and afterjudgement) on a daily basis on ali sums overdue at a rate of 3% per annum above the base rate from time to time of the Bank of Scotland from the date such sums became due until paid in full. You will also be liable for all costs and expenses incurred by Us in collecting overdue sums. 11.6 In addition to the above, and again without prejudice to Our other rights hereunder and in law, should You fail to make any payment when due under this Agreement, We shall have the right by notice in writing to suspend the Service and any and all other services being performed by Us without liability until the default is made good. 12. Termination 12.1 We may terminate the Service forthwith at any time by notice with immediate effect to You if You: (a) use, or permit use of, the website, Service or the Software otherwise than in accordance with this Agreement; or (b) fail to pay any sum rightly due hereunder within 30 days of the due date 12.2 You may cause the Service to be terminated (a) as of the end of the Initial Subscription Period, or as of the end of any Renewal thereafter, by providing Us with at least 30 days advance notice in writing: or 0 co IectionHQ (b) if,within 3 months prior to the Renewal Date,We inform You of an increase to Your Subscription Fee for the Renewal which You find unacceptable,You have the option not to renew Your subscription to the Service at the end of the Initial Subscription Period or at the end of the then current Renewal, as applicable, by providing Us with at least 30 days advance notice in writing. However, should We, at any point during this period, agree to revert to the Subscription Fee in effect prior to the increase then the Renewal will proceed at such reverted Subscription Fee. 12.3 Either party may terminate the Service forthwith by notice with immediate effect to the other (a) if the other commits a material breach of this Agreement which is irremediable or which (in the case of a breach capable of being remedied) shall not have been remedied within 28 days of an advance written request to remedy the same, or (b) or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purpose of a bona fide reconstruction or amalgamation) shall enter into any voluntary arrangement with its creditors, or shall have a receiver, administrative receiver or administrator applied over it or any part of its undertakings or assets, or shall cease or threaten to cease to carry on business. 12.4 Termination of this Agreement shall not affect the accrued rights and liabilities of the parties arising in any way out of this Agreement. Clauses which due to their nature are due to be performed or observed following termination including but not limited to Clauses 7.8, 11, 12, 13, 14, 16 and 17 shall survive termination of this Agreement and shall remain in force and effect. 12.5 On termination or expiry of this Agreement, You shall destroy any downloaded or printed extracts from the website and completely purge any copies of the Software from all of Your systems subject always to You retaining Your collection management audit trail, all to Your satisfaction for which You seek agreement from Us. 12.6 If You terminate the Service prior to the end of the Initial Subscription Period for any reason other than under Clause 12.3, You will have automatically cancelled and forfeited the discount to the Subscription Fee shown in the Offer for each year of the Initial Subscription Period, and you will owe Us, as liquidated damages, the amount of the discount that You received during the Initial Subscription Period plus fifty percent (50%) of the undiscounted Subscription Fee for the balance of the Subscription Period that was prevented by Your unauthorized termination. 0 collectionHQ 13. Compliance with Laws You will comply with all applicable laws and regulations in respect of your use of the Service including but not limited to data protection and privacy laws and regulations. We reserve the right to remove from our systems/records any material,content or data which we reasonably believe may lead to a third party claim against us. You will fully and effectively indemnify us in relation to any breach of the terms by you of this Clause 13. 14. Data Protection and Privacy By subscribing for the Service, you consent to our retention, use and disclosure of your details solely for the purposes of delivering the Service to you. You are responsible for advising your employees and other users and your customers about how we use information provided to us, and for procuring any necessary consents. 15. This Section is intentionally blank. 16. Availability Whilst we will use our commercial reasonable endeavours to ensure that the Service will be available to you (subject to Clause 5), and that data will be held securely and appropriately backed up, no warranties are given in this regard and we specifically do not represent or warrant that: (a) the Service will be uninterrupted or error free and you acknowledge and agree that the existence of such errors and/or the occurrence of interruptions shall not constitute a breach of this Agreement; or (b) defects out with our control in the Service will be corrected. We are not responsible for being blocked by ISPs, firewalls, routers and/or software, devices or equipment of a similar nature over which we have no control where this impacts on the provision of the Service. 17. Passwords and Security You shall be responsible for ensuring that any and all usernames and passwords provided to you and/or your employees, agents or other authorised representatives for the purposes of accessing the Service are kept secure and disclosed only to your authorised representatives who have a need to know such usernames and passwords. Without prejudice to the foregoing, you shall ensure that the Service is not used by or on behalf of any person, other than you or any of your employees, agents or other authorised representatives or Permitted Users, who are not authorised to do so. You are entirely 0 collectionHQ responsible for any and all activities that occur in accessing and using the Service using passwords issued to you or your Permitted Users. You shall immediately notify us of any unauthorised use of the Service using your passwords or any other breach of security but to avoid any doubt, we are not liable to you or anyone else for any loss or damage arising from your failure to comply with the above. 18. Confidentiality 18.1 In the course of the performance of its obligations and exercise of its rights under this Agreement, the Parties both agree that each may acquire information and/or proprietary materials from the other, which information is not generally known in the relevant trade or industry of either party or third parties with which either party conducts or may conduct business. As used in this Agreement, "Confidential Information" means all non- public information disclosed by one party or its agents (the "Disclosing Party") to the other party (the "Receiving Party') that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, but is not limited to, (i) non-public information relating to the Disclosing Party's technology, customers, business plans, promotional and marketing materials, statistics, technical information, finances and other business affairs, (ii) third-party information that the Disclosing Party is obligated to keep confidential, and (iii) the contents and provisions contained in this Agreement. Any information provided by us that is Confidential will be clearly labelled by you as "Confidential" at the time it is provided. For the avoidance of doubt, we shall not use any of your data in presentation materials (unless the data has been fully anonymised) without your prior written consent. 18.2 The Receiving Party shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as The Receiving Party uses to protect its own confidential information of like nature. The Receiving Party shall restrict disclosure of Confidential Information to its employees, agents and assigns with a need to know and shall advise them of the requirements of this Agreement. 18.3 Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information. 0 collectionHIQ 18.4 The Receiving Party may use Confidential Information only in pursuance of its business relationship with the Disclosing Party. Except as expressly provided in this Agreement, the Receiving Party will not disclose Confidential Information to anyone without the Disclosing Party's prior written consent. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. 18.5 The Receiving Party will restrict the possession, knowledge and use of Confidential Information to its employees, agents and assigns (collectively, "Personnel") who (i) have a need to know Confidential Information in connection with the parties' business relationship, and (ii)when requested by the Disclosing Party on a case by case basis, have executed written agreements obligating them to protect the Confidential Information. 18.6 The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party: (1) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. 18.7 All Confidential Information will remain the exclusive property of the Disclosing Party. The Disclosing Party's disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party's patents, copyrights, trade secrets, or trademarks or other intellectual property rights. 18.8 The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. 18.9 The Receiving Party will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party's written request. At the Disclosing Party's option, the Receiving Party will provide written certification of its compliance with this Section. 19. Liability 0 collectionHQ 19.1 Neither party excludes or limits liability to the other for death or personal injury caused by its negligence. 19.2 In no event shall either party be liable to the other for: (a) loss of use, profits, business, revenue or goodwill; (b) loss of data; (c) loss of savings (whether anticipated or otherwise); and/or (d) indirect, special, punitive, incidental, exemplary, or consequential loss or damages of any kind arising out of or relating to the Services provided under this Agreement even if such party has been advised of the possibility of such damages. 19.3 We warrant that: (a) we have the right to license all rights in and to the Software to you, and that the Software supplied by us under this Agreement does not infringe the U.S. intellectual property rights of any third party; and (b) at the Commencement Date, and for the duration of the Agreement, the Service will perform in substantial accordance with the User Guide as set out in the User Guide document. However, you accept that improvements and enhancements to the Service during the Subscription Period may significantly change the User Guide. The sole remedy for breach of the warranty under this clause 19.3(b) shall be correction of Defects by us within a reasonable time from notification by you of the Defect that constitutes such breach. For the purposes of this clause, a "Defect" is an error in the Software or website that causes the Service to fail to operate substantially in accordance with User Guide document. 19.4 The sole remedy for a breach of the warranty given in clause 19.3(a) is that we shall defend, hold harmless and indemnify you against all loss, damage, claims, liabilities, fees, costs and expenses arising out of any action brought against you based on a claim that the Service infringes any U.S. intellectual property right of any third party, provided that: (a) we shall be notified promptly in writing of any such claim; (b) you shall make no admission or settlement of such claim without our prior written consent; (c) we shall have sole control of the defense and any negotiations for compromise; (d) you shall provide, at our expense, such assistance as we reasonably require. 19.5 THE WARRANTIES IN CLAUSE 19.3 ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, AND WE MAKE NO OTHER WARRANTIES, EXPRESS OR 0 collectionHQ IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SERVICES, SOFTWARE, TECHNOLOGY, INTELLECTUAL PROPERTY, MATERIALS, INFORMATION OR OTHER ITEMS PROVIDED OR MADE AVAILABLE UNDER THIS AGREEMENT, AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 19.6 OUR TOTAL LIABILITY UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED A SUM EQUAL TO ONE YEAR'S SUBSCRIPTION FEE. 19.7 We shall not be liable if you are unable to access the Service or incur problems or loss when using the Service because of any corruption, abuse or incorrect use of the website or usernames and passwords or contravention of the terms of this Agreement (including any use of the Service with equipment or other software which is incompatible) and/ or because of any variation or modification to the website or Software which is unauthorized by us, and/or where the website or Software has been used in contravention of the terms of this Agreement and/or in contravention of the website terms and conditions and/or where the failure is due to factors external to the website and Software including but not limited to damage or environmental conditions and/or failures in other equipment or software and/or where the failure is due to incorrect, inaccurate, out of date or corrupted data supplied by you. 19.8 Any delays caused by you shall be added to any estimated timescales for provision of the Service. 19.9 We shall effect and maintain with a reputable insurance company professional indemnity insurance in an amount not less than $1 million. We shall also effect and maintain the insurance provided for in Appendix 2, attached hereto. 19.10 We shall hold employer's liability insurance in respect of our staff in accordance with any legal requirement for the time being in force. 19.11 We shall produce to you, on reasonable prior request, copies of the insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 20. Dispute Resolution 20.1 Each party shall use commercially reasonable efforts to resolve any disputes arising under this Agreement in good faith as soon as practicable. If any dispute cannot be resolved to 0 co IectionHQ the reasonable satisfaction of the parties within ten (10) days after the dispute arose, either party may elect to escalate the dispute to a representative executive of each party. 20.2 If such executives cannot resolve such dispute to their mutual satisfaction within thirty (30) additional days, or such other period of time as mutually agreed upon by such executives,then the parties agree to try in good faith to settle the dispute by not less than one full day of mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures. 20.3 Any controversy, dispute or claim for money damages arising out of or relating in any way to this Agreement that is not resolved by mediation shall be settled exclusively by arbitration in a mutually agreeable city. Such arbitration shall be subject to the then prevailing Rules for Non-Administered Arbitration of the AAA. One (1) independent and impartial arbitrator shall be appointed by mutual agreement. The fees and expenses of the AAA and the arbitrator shall be shared equally by the parties and advanced by them from time to time as required.The arbitrator shall permit and facilitate such discovery as he shall determine appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost effective. You and we shall keep confidential, and shall not use for any purposes other than in connection with the arbitration, any proprietary information, trade secrets or other non-public information disclosed in discovery.The arbitrator shall render an award within 90 days of the conclusion of the arbitration hearing. The award of the arbitrator shall be accompanied by findings of fact and a written statement of reasons for the decision. The arbitrator shall make his award in strict conformity with this Agreement and shall have no power to depart from or change any of the provisions hereof.The parties agree to be bound by any award rendered in such arbitration proceeding. Any judgment thereon may be enforced in any court having jurisdiction. 20.4 Notwithstanding the foregoing, in the event of a violation of (a) a Party's proprietary or confidentiality rights under clause 7, or (b) a party's proprietary or confidentiality rights under clause 18, nothing in this Section shall prohibit either party from immediately applying to a court of competent jurisdiction for a temporary restraining order, preliminary or permanent injunction, or other similar equitable relief. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE THEIR RIGHTTO TRIAL BYJURY FOR ANY ACTION OR PROCEEDING BROUGHT IN RELATION TO THIS AGREEMENT. 21. General 0 collectionHQ 21.1 This Agreement constitutes the entire agreement between you and us relating to the use of the Service, the website and the Software and supersedes all other agreements or understandings between us and you. 21.2 If any provision in this Agreement is deemed to be illegal or unenforceable the rest of the provisions will remain in full force and effect. 21.3 Waiver of any breach or failure to enforce any term of this Agreement will not be deemed a waiver of any breach or right to enforce which may thereafter occur. No waiver may be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein. 21.4 Neither party will be liable for any failure or delay in performing its obligations, in terms of this agreement, due to circumstances beyond its reasonable control 21.5 You may not assign this Agreement, in whole or in part, to any third party without our prior written consent. 21.6 We are your independent contractor, and are not your employee or agent. Nothing in this Agreement shall render or be construed to make us (including any of our agents, employees or subcontractors) your partners,joint venturers, employees or agents. 21.7 Each party acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained in this Agreement, and that it has not relied upon any representations, warranties, promises, or inducements of any kind, whether oral orwritten, and from any source, other than those that are expressly contained within this Agreement. Each party acknowledges that it is a sophisticated business entity and that in entering into this Agreement it has had the opportunity to consult with counsel of its choosing. 21.8 Notices to be given by us under this Agreement shall be in writing and may be given by email or otherwise at our discretion and sent to the Designated Contacts within your organization as stated on the offer. Notices by you must be given in writing and sent by either (a) post addressed to us at our address at 220 St Vincent Street, Glasgow, G2 5SG as stated on the Offer or (b) by email to contact@collectionhq.com or to such other address as we may notify to you from time to time. 21.9 This Agreement shall be governed by, subject to and interpreted in accordance with the laws of the State where you are located. collectionHQ Appendix 1 Service Targets Availability The collection HQ service will be available 99% of the time. Service Incidents The collectionHQ Support Team will seek to provide an initial response within 24 hours and a follow up within a maximum 48 hours to service incidents and thereafter regularly updated until a resolution is reached.All incidents must be raised initially via our Helpdesk by email to support@collectionHQ.com Non-Critical Enquiries The collection HQ Support Team will respond to non-critical enquiries within 3 days, deliver an answer within 10 days, and update status every 5 days. A non-critical inquiry is defined as a request for information that has no impact on the service quality if not answered or acted upon promptly. APPENDIX 2 INSURANCE REQUIREMENTS Valsoft Ireland Limited, dba CollectionHQ("Vendor")shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to City. Total cost of such insurance shall be borne by Vendor. MINIMUM SCOPE AND LIMIT OF INSURANCE Commercial General Liability (CGL): coverage shall be at least as broad as Insurance Services Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. If Vendor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain,the following provisions: 1. City of Santa Ana, its City Council, its officers,officials, employees,agents, and volunteers are to be covered as additional insureds on Vendor's CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, equipment,and personnel furnished in connection with such work or operations. 2. Insurance company agrees to waive all rights of subrogation against City of Santa Ana, its City Council, its officers,officials, employees,agents,and volunteers for losses paid under the terms of the Vendor's CGL which arise from work performed by Vendor for City. 3. For any claims related to this contract, Vendor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials,employees,agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds,ensuring that Vendor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City.Ten (10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non- payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana Attention: Library Services, Dylan Dario 20 Civic Center Plaza, M-42 Santa Ana, CA 92701 The name and the location of event should be included in the Description of Operations section of each certificate. Acceptability of insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Vendor shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However,failure to obtain the required documents prior to the work beginning shall not waive Vendor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer,coverage, or other special circumstances. City reserves the right to modify or waive insurance requirements for certain low risk recreational activities. 00 Marsh Certificate of Insurance No.: 2025-129 Dated: January 14,2026 This document supersedes any certificate previously issued under this number This is to certify that the Policy(ies)of insurance listed below("Policy"or"Policies")have been issued to the Named Insured identified below for the policy period(s)indicated.This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder named below other than those provided by the Policy(ies). Notwithstanding any requirement,term,or condition of any contract or any other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the Policy(ies)is subject to all the terms,conditions,and exclusions of such Policy(ies).This certificate does not amend,extend,or alter the coverage afforded by the Policy(ies).Limits shown are intended to address contractual obligations of the Named Insured. Limits may have been reduced since Policy effective date(s)as a result of a claim or claims. Certificate Holder: Named Insured and Address: City of Santa Ana Valsoft Ireland Limited dba CollectionHQ 20 CIVIC CENTER PLAZA M-91 10 Earlsfort Terrace Dublin 2 Santa Ana,CA 92701 Dublin, D02 T380 Attn.: Library Services,Dylan Dario,ddario@santa-ana.org Ireland This certificate is issued regarding_ Evidence of Insurance Policy Effective/ Type(s)of Insurance Insurer(s) Number(s) Expiry Dates Sums Insured Or Limits of Liability COMMERCIAL GENERAL Zurich Insurance Company Ltd 8623007-01 Jul 25,2025 to Bodily Injury and LIABILITY Jun 20,2026 Property Damage USD 5,000,000 Liability Products-Completed USD 51000,000 Operations Aggregate Each Occurrence/General USD 5,000,000 Aggregate ERRORS&OMISSIONS AIG Insurance Company of Canada 01-590-26-21 Jun 20,2025 to Each Claim and in the USD 5,000,000 Jun 20,2026 Aggregate CYBER LIABILITY AIG Insurance Company of Canada 01-590-26-21 Jun 20,2025 to Each Claim and in the USD 5,000,000 •Insurance afforded by the Policy(ies) Jun 20,2026 Aggregate stated herein is subject to the limits, Deductibles,Self-Insured Retention(s),exclusions,terms,and conditions of such Policies. Additional Information: City of Santa Ana,its City Council,its officers,officials,employees, agents, and volunteers are added as Additional Insureds under the Commercial General Liability policy,but only with respect to liability arising out of the operations of the Named Insured. The Insurer agrees to waive its right of Subrogation in Favour of City of Santa Ana,its City Council,its officers,officials, employees, agents,and volunteers under the Commercial General Liability Policy,but only with respect to liability arising out of the operations of the Named Insured. Notice of cancellation: The insurer(s)affording coverage under the policies described herein will not notify the certificate holder named herein of the cancellation of such coverage. APPROVED Marsh Canada Limited By Tu Tran Nguyen at 4:53 pm,Mar 09,2026 Marsh Canada Limited 1 Place Ville-Marie,Suite 1500 - Montreal,QC H313 2135 .•' . montrealcert@marsh.com By: Jordi Montblanch Additional Insured Automatic Owners, 0 Lessors or Contractors - Broad Form ZURICH Endorsement#5 Insured Name: Valsoft Corporation, Inc. Policy No: 8623007-01 Effective Date: July 25, 2025 This endorsement changes the Policy. Please read it carefully. This endorsement modifies insurance provided under the Commercial General Liability Policy A. SECTION-Who is an Insured is amended to include as an additional insured any person(s)or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement.Such person or organization is an additional insured only with respect to liability for bodily injury,property damage or personal injury and advertising injury caused in whole or in part, by: 1. Your acts or omissions;or 2. The acts or omissions of those acting on your behalf; In the performance of your ongoing operations or insured's work as included in the products-completed operations hazard which is the subject of the written contract or written agreement. However,the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law;and 2. Will not be broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement. B. With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to: Bodily injury,property damage or personal injury and advertising injury arising out of the rendering of,or failure to render,any professional architectural,engineering or surveying services including: a. The preparing,approving or failing to prepare or approve maps,shop drawings,opinions, reports,surveys,field orders,change orders or drawings and specifications;or b. Supervisory,inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured,if the occurrence which caused the bodily injury or property damage,or the offense which caused the personal injury and advertising injury, involved the rendering of or the failure to render any professional architectural,engineering or surveying services. Includes copyrighted material of Insurance Services Office,Inc.with its permission. ZC 3104 U-CI(04/2018)a 8-Trademark of Zurich Insurance Company Ltd Page 1 of 2 e-Marque deposee de Zurich Compagnie d'Assurances SA C. The following is added to the Duties in the Event of Occurrence, Offence,Claim or Action Condition of Section— Policy Conditions: The additional insured person or organization must see to it that: 1. We are notified as soon as practicable of an occurrence,offence,claim or suit that may result in a claim,- 2. We receive written notice of a claim or action as soon as practicable;and 3. A request for defence and indemnity of the claim or action will promptly be brought against any policy issued by another insurer under which the additional insured person or organization may be an insured in any capacity.This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non-contributory. D. With respect to the insurance provided by this endorsement: 1. The following is added to Other Insurance under Section— Policy Conditions: This insurance is primary insurance as respects our coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and non-contributory. In that event,we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. 2. The following is added to Other Insurance under Section— Policy Conditions: This insurance is excess over: Any of the other insurance,whether primary,excess,contingent or on any other basis,available to an additional insured, in which the additional insured on our policy is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same"occurrence",claim or"action".This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. E. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds,and which endorsement applies specifically to that identified additional insured. F. With respect to the insurance afforded to the additional insureds under this endorsement,the following is added to Section-Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the written contract or written agreement referenced in Paragraph A.of this endorsement;or 2. Available under the applicable Limits of Insurance shown in the Declarations,whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Except as provided herein,all the terms and conditions of the policy shall have full force and effect. ZC 3104 U-CI(04/2018)a Page 2 of 2 Amendment Waiver of Our Subrogation Rights - a Scheduled ZURICH Endorsement#7 Insured Name: Valsoft Corporation, Inc. Policy No: 8623007-01 Effective Date: July 25, 2025 This endorsement changes the policy. Please read it carefully This endorsement modifies insurance provided under the Commercial General Liability Policy. SCHEDULE Name Of Person Or Organization: All person(s)or Organization(s)as required under a written contract or written agreement Information required to complete this Schedule,if not shown above,will be shown in the Declarations. The following is added to paragraph Policy Conditions-Transfer of Rights of Recovery Against Others to Zurich: (iii).Zurich will waive our right to recover against the person or organization shown in the Schedule to whom you are obligated by virtue of a written insured contract,if: (a) The written insured contract requires you to waive your rights to recover from the person or organization named in the written insured contract; (b) The waiver applies to your ongoing operations or your work or your products for that person or organization;and (c) The written contract was executed and in effect before any occurrence,offence,accident,injury, negligent act,error or omission, loss or demand that would give rise to a claim under this policy. (iv).Item (iii).above does not apply to: (a) Any waiver with respect to operations or work in which you do not have a contractual interest;or (b) Any person who is an engineer,designer,architect,draftsperson or surveyor or any organization with respect to an engineer,designer,architect,draftsperson or surveyor employed by such organization, except as agreed to in writing by Zurich. Except as provided herein,all the terms and conditions of the policy shall have full force and effect. Includes copyrighted material of Insurance Services Office,Inc.with its permission. ZC 3207 U-CI(04/18)b ®-Trademark of Zurich Insurance Company Ltd Page 1 of 1 ®-Marque deposee de Zurich Compagnie d'Assurances SA