10/01/2019 Agreement County of Monroe ,,ovee4 BOARD OF COUNTY COMMISSIONERS
1� Mayor Sylvia J.Murphy,District 5
The Florida Keys Mayor Pro Tern Danny L. Kolhage,District 1
Michelle Coldiron,District 2
,> Heather Carruthers,District 3
4'4* ,oo David Rice,District 4
Monroe County
Board of County Commissioners
Office of the County Administrator RECEIVED
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 205 OCT Q -2019
Key West,FL 33040
(305)292-4441 —Phone MONROE COUNTY ATTORNEY
(305)292-4544-Fax
MEMORANDUM
TO: Pam Hancock, Deputy Clerk .
FROM: Lindsey Ballard, Aide to County Administrator,N .
DATE: October 2, 2019
SUBJECT: Small Contract
Small contract for your records only.
Enclosures:
Family Search International— 1 copy
PI 01,a
e„. r
ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN$50,000.00
Contract with: FamilySearch International Contract#
Effective Date: October 1, 2019
Expiration Date: Upon termination
Contract Purpose/Description:
Agreement to participate in free access to genealogy database. This database is web-based
and free to library patrons from library buildings.
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Anne L. Rice 3594 Library services. Stop #6
(Name) (Ext.) (Department/Stop #)
CONTRACT COSTS
Total Dollar Value of Contract: $ Current Year Portion: $ 0.00
(must be less than$50,000) (If multiyear agreement then
requires BOCC approval,unless the
'" total cumulative amount is less than
$50,000.00).
Budgeted? Yes No ® Account Codes: - - - -
Grant: $ - - -
-
County Match: $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $0.00/yr For:
(Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed viewer
Department Head 7 5 /9 Yes❑No(I G. - t c 1—S—c
Risk Management y-l-.'lct Yes❑ Not
O.M.B./Purchasing 9 141' Yes❑ Nol / `� 91 s 119
County Attorney 1(t-( I c\ Yes❑ No l/`-( /
Comments:
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AFFILIATE LIBRARY AGREEMENT
(USA/Canada)
This AFFILIATE LIBRARY AGREEMENT("Agreement"), dated Sce6.•6, DI' ,is between FamilySearch International,a Utah
non-profit corporation("FamilySearch"),and Monroe County Public Library ("Library").
BACKGROUND
A. As a nonprofit,FamilySearch's mission is to make the world's genealogically relevant data freely and widely available.In pursuit
of that mission,FamilySearch operates an extensive library system(including the website FamilySearch.org)and contracts with
other institutions to further its reach.FamilySearch owns,or holds rights to distribute to patrons of its affiliated libraries,digital
records of genealogical significance.
B. Library is a library or archive that is independent of FamilySearch and provides public access to its collection in a facility located
at Monroe County,Florida (the"Facility).
C. FamilySearch is willing to make available to Library, and Library wishes to obtain from FamilySearch, access to select digital
records available to affiliate libraries ("Affiliate Library Records");and to that end Library desires to become an authorized
"FamilySearch Affiliate Library."
In consideration of mutual promises and covenants set forth herein,the parties agree as follows:
AGREEMENT
1. Obligations of Library.As a FamilySearch Affiliate Library,Library will do all of the following:
O Remain open to the public, consistent with applicable laws against discrimination for places of public accommodation,
during normal business hours.
• Designate a static public IP address(or range of addresses)or proxy static IP address(collectively,the"Static IP Address")
for each building of the Library's Facility. Notify FamilySearch of the Static IP Address via email at
Support@FamilySearch.org.For clarity,unless FamilySearch agrees in its sole discretion in writing, each building of the
Facility must be assigned its own separate Static IP Address.
a Provide a sufficient number of stations (each a "Station") with computers that have Internet access via the Static.IP
Address,together with other furniture and equipment as needed,to enable reasonable access by patrons to Affiliate
Library Records. Provide an internet connection with a bandwidth of at least 10 Mbps, unless FamilySearch otherwise
agrees.
a Allow access to the Affiliate Library Records only through the Static IP Address and only by Library patrons who are
physically present at the Facility,regardless of whether the patron accesses the Affiliate Library Records through a Library-
owned computer at a Station or through the patron's personal device,and by no other means. For clarity,the Library
may not allow access by anyone not physically present at the Facility.
O Prominently display the FamilySearch's Mark(as defined below)on the welcome or login screen(or comparable menu of
services) of Library-provided computers at Stations. Enable patrons using Library-provided computers to access
FamilySearch.org by clicking on the Mark.
s Comply, and take commercially reasonable measure to ensure that Library's patrons comply, with all applicable laws
(including copyright and data privacy laws)and with the Rights of Use agreement governing FamilySearch.org,located at
https://www.familysearch.org/terms.If requested by FamilySearch,display signage provided by FamilySearch to remind
patrons of their obligations under the FamilySearch Rights and Use agreement, including that Affiliate Library Records
• are subject to laws and contractual obligations that may restrict their use.
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• Allow the use of Affiliate Library Records solely for non-commercial personal use.For clarity,Library may not publish the
Affiliate Library Records(or any copy thereof)in any format,whether online in publicly or privately accessible websites,
or otherwise.Nor may Library reproduce,modify,splice,divide,index,manipulate or harvest Affiliate Library Records in
any medium at any time without the prior written permission of FamilySearch.Ubrary may not(and may not to allow
others)to remove or alter any copyright notices,watermarks,restrictions,or other notices that are included with any
portion of the Affiliate Library Records.
• Promptly notify FamilySearch upon becoming aware of any misuse,loss or damage of or to Affiliate Library Records.
• Charge no fees of any kind to Library patrons for use of a Station or access to the Affiliate Library Records.
2. Obligations of FamilySearch. FamilySearch will designate Library as a FamilySearch Affiliate Ubrary and provide access to
Affiliate Library Records via the Static IP Address during the term of this Agreement,provided that Library,in FamilySearch's
discretion, complies with all of Library's obligations outlined above. FamilySearch provides access to the Affiliate Library
Records subject to the failowing understandings:
2.1. Changes in Affiliate Library Records.Library agrees and acknowledges that FamilySearch may add or remove records or
data or make any other changes to the Affiliate Library Records at any time,for any or no reason and without notice at
FamilySearch's sole discretion.
2.2. Title to Affiliate Library Records.As between FamilySearch and Library,title to the Affiliate Library Records will at all times
remain in FamllySearch.FamilySearch conveys no rights of any kind to Library or any patron,except the limited right of
access as expressly provided in this Agreement.
2.3. ALL FAMILYSEARCH SERVICES ARE PROVIDED "AS IS". NEITHER FAMILYSEARCH NOR ITS AFFILIATES MAKES ANY
WARRANTIES,CONDITIONS OR UNDERTAKINGS,EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE,INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE,MERCHANTABILITY,FITNESS FORA PARTICULAR PURPOSE OR NONINFRINGEMENT.
FAMILYSEARCH MAKES NO WARRANTY THAT iTS SERVICES WILL MEET LIBRARY REQUIREMENTS, SPECIFICATIONS,
EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED,TIMELY,SECURE,ERROR-FREE,THAT ANY DEFECTS IN
THE SERVICES WILL BE CORRECTED,THAT THE SERVICES WILL OPERATE IN COMBINATION WITH LIBRARY HARDWARE,
SOFTWARE OR SYSTEMS.LIBRARY ACKNOWLEDGES THAT FAMILYSEARCH DOES NOT CONTROL THE TRANSFER OF DATA
OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO
LIMITATIONS,DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
3. FamilySearch's Mark.FamilySearch grants to Library a limited,non-exclusive,non-transferable license during the Term to use
FamilySearch's logo(the"Mark")solely for the limited purposes:(a)to enable Library to display the FamilySearch Mark on a
welcome or login screen that patrons view before accessing the Affiliate Library Records,and(b)for publicity approved in
advance by FamilySearch, as provided below in Section 4. From time to time, FamilySearch will provide Library with an
electronic high resolution image of the Mark.Prior to any use of the Mark,Library will submit to FamilySearch a proof of each
Intended use of the Mark for FamilySearch's review and approvaL FamilySearch must pre-approve any and all such uses.Once
approved,Library may use the Mark only in the form and manner approved by FamilySearch.Library may not modify or alter
the Mark in any way, including size,proportions,colors, elements,type or in any other respect,without the prior written
approval of FamilySearch.
4. Publicity. Neither party may use the other party's name, likeness, trademark, service mark, logo, nor other identifying
information in connection with any publicity,except as approved in advance by the other party.In no event may Library or its
agents state or imply any approval,sponsorship or endorsement by FamilySearch,its sponsor or any affiliated entities.
5. Independent Contractor.Nothing In this Agreement or any other agreement or understanding with any party will be construed
as making Library and FamilySearch partners,agents,joint ventures,or alter egos of each other or any other entity.Library will
not obligate Family5earch for any debts or liabilities. Library will not represent that Library has authority to legally bind
FamilySearch.Library will at all times remain an independent contractor.Library acknowledges and agrees that Library and
Library's agents are not employees of FamilySearch now or in the future.Library is solely responsible for Library's taxes and all
applicable workers'compensation,disability and unemployment insurance contributions related to Library's performance of
obligations under this Agreement. Library's agents are not entitled to statutory benefits of workers' compensation or
unemployment charged to FamilySearch or fringe benefits of any kind.
6. Term and Termination.The term of this Agreement is one year,and will automatically renew in successive one-year increments
unless either party provides 30 days written notice to the other party.Either party may terminate the Agreement at any time,
for any reason or no reason,and without penalty,liability or obligation of any kind,upon 30 days prior written notice,and may
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terminate the Agreement immediately upon written notice to the other party of material breach; provided, however,that
termination for breach shall be subject to a 20-day cure period from the date of notice of breach.Notwithstanding anything to
the contrary,Library agrees and acknowledges that FamilySearch may suspend or terminate Library's,access to the Affiliate
Library Records immediately and without notice if FamilySearch determines its sole discretion that Library or its patrons are
misusing the Affiliate Library Records in violation of this Agreement.
7. Notice. Any official notice given under the terms of the Agreement must,be in writing and sent via email, U.S. mail, or
commercial courier service in a manner calculated to reach the other party,at the following addresses:
If to FamilySearch: If to Library:
Director,Family History Library
15 East North Temple
Salt Lake City,Utah 84150 Monroe County Public Library
E-mail: Attn:Anne Layton Rice
With a copy to: ' 700 Fleming Street
Office of General Counsel Key West,FL 33040
50 East North Temple
Salt Lake City,Utah 84150
All notices will be effective upon receipt.
8. Miscellaneous.This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof,
and supersedes and integrates all prior discussions,agreements,and understandings pertaining thereto. No modification of
this Agreement will be effective unless In writing and signed by both parties.Any failure by either party to exercise any of its
rights hereunder will not be deemed a waiver of any rights or remedies that such party may have,and will not be deemed a
waiver of any subsequent breach or default.The invalidity or unenforceability of any provision of this Agreement will not affect
the validity or enforceability of any other provision of this Agreement;provided,however,that in the event that the invalidity
or unenforceability of any provision of this Agreement has a material adverse effect on any of the rights or obligations of the
parties,the parties will negotiate in good faith to modify the Agreement to effect,as closely as possible,the original intent of
the parties.This Agreement will be binding upon and inure to the benefit of the parties,their successors,assigns,and legal
representatives, and will be governed by and construed in accordance with the laws of the State of Utah, United States of
America,excluding conflict-of-law principles.If any dispute arises out of or relates to this Agreement,or either party believes
the other party has breached this Agreement,the parties will use their commercially reasonable efforts to settle this dispute
through correspondence,mutual consultation and other mediating efforts.If the parties are not able to resolve their dispute,
the exclusive venue will be the state or federal courts in the State of Utah.The Parties consent to such jurisdiction and venue.
Library may not assign any of its rights under this Agreement to any third-party without the prior written consent of
FamilySearch,which FamilySearch may give or withhold in its sole discretion.Any attempt by Library to assign this Agreement
in violation of this provision shall be null and void.This Agreement is neither intended nor shall it be construed in any way to
create any third-party beneficiary rights in any person that is not a named Party to this Agreement.
9. Signatures.This Agreement may be executed by electronic signature and in counterparts, all of which shall be considered
original and a single document for all purposes. Each person signing this Agreement on behalf of the respective parties
personally warrants their authority to so sign and to bind the parties.
Each of the parties has executed this Agreement by its authorized representative below:
•
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•
FAMILYSEARCN ERN AL: LIBRARY
By: By:
Name: ‘Kok. Name: Roman Gastesi
County Administrator
Title: ni,CfthW vfaJu.iyN,-ch a L kw J Title:
Tax ID number or GST: 59-600749
M ROE COUNTY AT I CIF N EY
P OVED W1DRM
1iJ
PEDR MERCADO
ASSISTANT UNTY A RNEY
Date
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