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HomeMy WebLinkAbout18 - Award of Professional Services Agreement for Integrated Library System SoftwareQ SEW Pp�T CITY OF z NEWPORT BEACH c�<,FORN'P City Council Staff Report November 19, 2019 Agenda Item No. 18 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Tim Hetherton, Library Services Director - 949-717-3801, thetherton@newportbeachca.gov PREPARED BY: Melissa Hartson, Circulation and Technical Processing Coordinator, mhartson@newportbeachca.gov Anthony Nguyen, Purchasing Agent anguyen@newportbeachca.gov PHONE: 949-717-3823 TITLE: Approval and Award of Professional Services Agreement for Integrated Library System Software with SirsiDynix ABSTRACT: The Library Services Department has concluded a Request for Proposal (RFP) and selection process for replacing the Library's Integrated Library System (ILS). The current ILS, Millennium, installed in 2008, is outdated, no longer updated by the vendor, and at the end of its useful life. Staff is recommending the City Council approve the Professional Services Agreement between Newport Beach Public Library and SirsiDynix to provide a replacement ILS called Symphony. The cost for the entire project is $472,378, which is budgeted in the Information Technology Replacement Fund. RECOMMENDATION: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve the Professional Services Agreement between Newport Beach Public Library and SirsiDynix for the purchase, installation, implementation and maintenance services for the Symphony Integrated Library System in an amount not -to -exceed $472,378. FUNDING REQUIREMENTS: The ILS purchase and implementation is a fixed cost of $472,378. The current budget includes sufficient funding for this purchase. It will be expensed to the IT Replacement ISF account in the City Manger's/IT Department, account 7657650-911050. 18-1 Approval and Award of Professional Services Agreement for Integrated Library System Software with SirsiDynix November 19, 2019 Page 2 DISCUSSION: An Integrated Library System (ILS) is an automated software system designed to manage, integrate and centralize all the data and core functions of a library into a unified system. It is used to support essential operations including the Library's catalog, access to online resources, checkout and check-in of library materials, patron service management and acquisition of library materials. The Newport Beach Public Library's current ILS, Innovative Interfaces' Millennium, implemented in 2008, is at the end of its useful life. Innovative Interfaces has ceased marketing, selling or updating the product. While Innovative Interfaces still offers technical support for Millennium, the vendor no longer releases additional developments to the existing system. The current system architecture is sustaining the Library's core functions, but we are unable to move forward with technological advancements and customer service enhancements that have occurred over the past 11 years. RFP Process Using specifications provided by the Library Services Department, the City's Purchasing staff issued a formal Request for Proposal ("RFP") solicitation for a complete ILS implementation. The RFP was posted on the City's public procurement system (PlanetBids) and distributed directly to known providers of ILS solutions and implementations. The RFP yielded four responses, which were forwarded to an evaluation panel for review. Panel Composition The evaluation panel assigned to this RFP consisted of City staff from the Library Services Department involved in library operations and management. City staff from the Information Technology (IT) Division also participated on the evaluation panel in order to add relevant technological, interface and connectivity perspectives. The evaluation panel was responsible for reviewing all proposals and rating them on technical factors such as: • Experience in implementation of ILS solutions; • Successful projects of a similar scope and nature; • Qualifications of the company and project management staff; • Effectiveness of the proposed ILS solution modules; and • Hardware, software and connectivity considerations for the proposed implementation. Step 1 — Technical Evaluation: Proposals and Interviews The evaluation panel rated each proposer based on the criteria listed above. The panel identified two of the proposers, Innovative Interfaces, Inc. ("Innovative") and SirsiDynix ("SirsiDynix") as the highest qualified proposers and both were the only proposers to earn a minimum of 70% of the available Technical Evaluation points in order to advance in the selection process. 18-2 Approval and Award of Professional Services Agreement for Integrated Library System Software with SirsiDynix November 19, 2019 Page 3 The other proposed vendors, which were removed from further award consideration, did not rate as highly with the panel due to lack of functionality in their proposed ILS solution, difficulty in implementation, and an overall inability to demonstrate a good fit with their proposed ILS relative to the City's internal and external needs. The panel invited the finalists - Innovative and SirsiDynix - to participate in an interview with the panel. The interviews enabled the panel to achieve a better understanding of each proposer and their respective ILS solutions, as well as specific deliverables such as system functionality, customer service, maintenance, and implementation project management. Each proposer was also given an opportunity to demonstrate key functions of their ILS, broken down into the following categories: • Acquisitions; • Cataloging, E -Resources and Serials; • Circulation; • Discovery and User Experience; • Reporting; and • System Administration and Data Migration. Staff from the Library Services Department with subject matter knowledge regarding each of the categories above attended the system demonstrations and provided the panel with feedback on the showcased system functions. The panel felt this feedback was valuable as the staff in attendance will use the selected ILS as part of their job duties and therefore are in the best position to gauge functionality. Step 2 — Cost Review Concurrent with the panel's Technical Review, the City's Purchasing staff conducted a review of the proposed costs from the two finalists. The basis used for comparison was the total cost of acquiring the ILS solution, including licensing for all requested modules, implementation, training, consulting services and software maintenance for a five-year term. The results of this cost review are included in Table A below, which summarizes the scores from Steps 1 and 2. TABLE A — EVALUATION RESULTS MAX. SIRSIDYNIX INNOVATIVE POINTS INTERFACES, INC. PROPOSAL 40 30.63 29.88 SCORE INTERVIEW 40 33.59 29.96 SCORE COST SCORE 20 20.00 14.31 TOTAL COST $472,378 $660,290 TOTAL SCORE 100 84.22 74.15 18-3 Approval and Award of Professional Services Agreement for Integrated Library System Software with SirsiDynix November 19, 2019 Page 4 Evaluation Results As the result of this formal procurement process, the City identified SirsiDynix as the highest -qualified proposer for an ILS solution. As part of the procurement process, staff checked the following references provided by Sirsi: • San Diego Public Library • Orange County Public Library • Carlsbad City Library • Torrance Public Library • City of Mission Viejo Public Library The results of these reference checks further reinforced the panel's assessment of SirsiDynix and their ability to provide a comprehensive ILS, implementation and maintenance. SirsiDynix's Symphony ILS will perform all of the functions the Library currently uses, as well as enhanced features not available in the current Millennium system, such as text message notifications, automatic renewals, useful integration of downloadable materials and physical materials and mobile functionality for both patrons and staff. Symphony will modernize our IT infrastructure with new servers running more current operating systems and software. It will help bolster system security in respect to the system itself as well as user security. Symphony provides robust reporting capabilities offering ad hoc report writing tools built in, as well as direct database access for programmed reporting. Symphony offers a greater range of services and information to both internal and external stakeholders and better serves the evolving needs of both patrons and staff. Pending City Council approval, Library staff will begin transitioning to the new ILS in December 2019. The new software will be operational and available to the public in July 2020. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Software License Purchase and Professional Services Agreement WE ATTACHMENT A SOFTWARE LICENSE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT WITH SIRSI CORPORATION FOR INTEGRATED LIBRARY SYSTEM THIS SOFTWARE PURCHASE AND PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 19th day of November, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and SIRSI CORPORATION, a Delaware corporation ("Sirsi"), whose address is 3300 North Ashton Boulevard, Suite 500, Lehi, UT 84043, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Sirsi to furnish, license, deliver, install and maintain Sirsi software products in order to implement the SirsiDynix Integrated Library System software ("Project"). C. Sirsi possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Sirsi, has reviewed the previous experience and evaluated the expertise of Sirsi, and desires to retain Sirsi to provide products and render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement as it relates to Services, including, but not limited to software maintenance Services, shall commence on the Effective Date, and shall terminate five (5) years from the installation date of the Sirsi Software Products, not to exceed December 31, 2024 unless terminated earlier as set forth herein. The parties may elect to extend the term of the Agreement for purposes of maintenance Services by written amendment to the Agreement. 2. SERVICES TO BE PERFORMED Sirsi shall diligently perform all the Services described in the Scope of Work attached hereto as Exhibit A, and the Master Agreement attached hereto as Exhibit C ("Services" or "Work"). Any revisions to the Scope of Work shall be made by written amendment to the Agreement signed by both parties and approved as to form by the City Attorney. SIRSI CORPORATION Page 1 18-5 3. SOFTWARE LICENESES Sirsi agrees to grant to City licenses to use Sirsi's software products and any associated third party software products as identified in the Scope of Work attached as Exhibit A ("Software Products") in accordance with the terms and conditions of the Master Agreement attached hereto as Exhibit C, and the End User License Agreement attached hereto as Exhibit D, respectively, and all incorporated herein by reference (the "Licenses"). 4. TIME OF PERFORMANCE 4.1 Sirsi shall perform the Services in accordance with the mutually agreed implementation timeline included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Sirsi to materially adhere to the schedule set forth in Exhibit A or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 4.2 Notwithstanding the foregoing, Sirsi shall not be responsible for delays due to causes beyond Sirsi's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to promptly provide notice (within two (2) business days) of the occurrence causing the delay to the other party so that all delays can be timely addressed. 4.3 Sirsi shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Sirsi's control. 4.4 For all time periods not specifically set forth herein, the parties shall respond in the most reasonably expedient and appropriate manner under the circumstances, by hand -delivery or mail. 5. COMPENSATION TO SIRSI 5.1 City shall pay Sirsi for the Sirsi software products, Services and Licenses listed in the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference, on a not -to -exceed basis for the Term in accordance with the provisions of this Agreement. Sirsi's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Thousand Dollars and no cent ($500,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 5.2 Taxes: The fees set forth in the Schedule of Billing Rates included within Exhibit B do not include any taxes, including, without limitation, sales, use or excise tax. City and Sirsi specifically agree and designate the point of sale and place of delivery for any and all taxable purposes under this Agreement, including, but not limit to, all Services and Software Products, shall be the City of Newport Beach 100 Civic Center Dr., Newport Beach, CA 92660. Furthermore, under the City's Direct Payment Exemption permit SIRSI CORPORATION Page 2 18-6 number SR EAA 24-089475 DP, the City will self -accrue its Use Tax obligation to the California State Board of Equalization within thirty (30) days of delivery of the products to the City. If only partial delivery of the taxable items in the Investment Summary included in Exhibit B are received by the City, the City will only pay the California State Board of Equalization the amount of Use Tax due on the value of the items delivered in accordance with the prices set forth in the Investment Summary in Exhibit B. City shall provide Sirsi with a copy of the City's Direct Payment Exemption permit within thirty (30) days of the Effective Date. 5.3 Sirsi shall submit invoices to City describing the Work performed or Software Products delivered in accordance with the Payment Terms included in Exhibit B. Sirsi's bills shall include a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates and/or Software Product provided, the date the Services were performed, the time spent on all Work billed, and a description of any reimbursable expenditures, if applicable.City shall pay Sirsi no later than sixty (60) calendar days after receipt of the invoice by City staff. 5.4 Sirsi shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by the parties to be necessary for the proper completion of the Project, but which is not included within the Scope of Work and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work performed within three (3) years of the Effective Date shall be paid at the rates set forth in Exhibit B unless otherwise agreed to by the parties. 6. PROJECT MANAGER 6.1 Sirsi shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager, Sheryl Wray, shall be available to City at all reasonable times during the term of Agreement. Sirsi shall not remove or reassign the Project Manager or any personnel listed in Exhibit A, or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of personnel. 6.2 Sirsi, at the reasonable discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City provided that such request for removal is for cause, and that Sirsi shall have a reasonable opportunity to remedy the condition supporting the City's request for removal to avoid removal of personnel from the Project. Sirsi warrants that it will furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 7. ADMINISTRATION This Agreement will be administered by the Library Services Department. The Library Services Director, or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. SIRSI CORPORATION Page 3 18-7 8. CITY'S RESPONSIBILITIES To assist Sirsi in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Sirsi, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Sirsi's Work schedule. 9. STANDARD OF CARE 9.1 All of the Services shall be performed by Sirsi or under Sirsi's supervision. Sirsi represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more comparable firms performing similar work under similar circumstances. 9.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Sirsi certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standards. 9.3 Sirsi represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Sirsi to practice its profession. Sirsi shall maintain a City of Newport Beach business license during the term of this Agreement, if applicable. 9.4 Sirsi shall not be responsible for delay, nor shall Sirsi be responsible for damages or be in default or deemed to be in default by reason of incidents of force majeure (including, without limitation, strikes, lockouts, accidents, and acts of God), or the failure of City to furnish timely information or to approve or disapprove Sirsi's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 10. HOLD HARMLESS 10.1 To the fullest extent permitted by law, Sirsi's total liability (including attorney's fees awarded under this Agreement) to City for any claim by City or any third parties under this Agreement (individually, a "Claim"; collectively "Claims"), excluding liability pursuant to Section 20 (Intellectual Property Indemnity) herein and liability arising from Sirsi's actions that cause property damage, personal injury or death, and damages from Sirsi's gross negligence or willful misconduct and violations of law, will be limited to the total amount of the Agreement for the product which is the subject matter of the Claim. 10.1 Notwithstanding the foregoing, nothing herein shall be construed to require Sirsi to be liable to the City, its City Council, boards and commissions, officers, agents, volunteers, employees, and independent contractors ("Indemnified Parties") from any Claim arising from the negligence, recklessness, or willful misconduct of the Indemnified Parties. SIRSI CORPORATION Page 4 18.8 10.2 Nothing in this Section shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This Section shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of liability to be provided by Sirsi hereunder. 11. INDEPENDENT CONTRACTOR It is understood that City retains Sirsi on an independent contractor basis and Sirsi is not an agent or employee of City. The manner and means of conducting the Work are under the control of Sirsi, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Sirsi or its employees. Nothing in this Agreement shall be deemed to constitute approval for Sirsi or any of Sirsi's employees or agents, to be the agents or employees of City. Sirsi shall have the responsibility for and control over the means of performing the Work, provided that Sirsi is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Sirsi as to the details of the performance of the Work or to exercise a measure of control over Sirsi shall mean only that Sirsi shall follow the reasonable direction of City with respect to the performance of the Services in accord with requirements of this Agreement. 12. COOPERATION The parties agree to work closely and cooperate fully with one another, including any appropriate designees. 13. CITY POLICY Sirsi shall discuss and review all matters relating to Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 14. PROGRESS Sirsi is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 15. INSURANCE Without limiting Sirsi's indemnification of City, and prior to commencement of Work, Sirsi shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit E, and incorporated herein by reference. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or SIRSI CORPORATION Page 5 18.9 subcontracted out without the prior written approval of City. No assignment shall release the original parties or otherwise constitute a novation. Notwithstanding the foregoing, should Sirsi be the subject of a merger or consolidation, Sirsi may, upon reasonable notice to the City, assign this Agreement in its entirety to the surviving entity and the City's approval to such assignment shall not be unreasonably withheld. 17. SUBCONTRACTING Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF WORK PRODUCT 18.1 Documents and Printouts. All reports, drafts, maps, records, plans, drawings, plans, specifications, and printouts and other documents prepared by Sirsi in furtherance of the work shall be the sole property of the City and shall be delivered to City whenever requested. Sirsi may make duplicate copies of such materials for its own file or for such other purpose as may be authorized in writing by the City. Notwithstanding anything to the contrary herein, Sirsi shall retain ownership of all intellectual property rights in and to the Sirsi Software Products and any user guides produced for purposes of training. 18.2 Documents, including drawings and specifications, prepared by Sirsi pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Sirsi will be at City's sole risk and without liability to Sirsi. Further, any and all liability arising out of changes made to Sirsi's deliverables under this Agreement by City or persons other than Sirsi is waived against Sirsi, and City assumes full responsibility for such changes unless City has given Sirsi prior notice and has received from Sirsi written consent for such changes. 18.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 19. CONFIDENTIALITY 19.1 All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information or such release is required by applicable law. 20. INTELLECTUAL PROPERTY INDEMNITY Sirsi shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of intellectual property according to Section 6 of the Master Agreement attached hereto as Exhibit C. SIRSI CORPORATION Page 6 18-10 21. RECORDS Sirsi shall keep records and invoices in connection with the Services to be performed under this Agreement. Sirsi shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Sirsi under this Agreement. All such records and invoices shall be clearly identifiable. Sirsi shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Sirsi shall allow inspection of all Work, data, documents, proceedings and activities directly related to the Agreement for a period of three (3) years from the date of final payment to Sirsi under this Agreement. Such inspection shall occur after one (1) week advance notice. 22. WITHHOLDINGS In the event City believes products or services do not conform to warranties in this Agreement, City will provide written notice to Sirsi within fifteen (15) calendar days of receipt of the applicable invoice. City is allowed an additional fifteen (15) calendar days to provide written clarification and details. Sirsi will provide a written response to City that will include either a justification of the invoice or an adjustment to the invoice. Sirsi and City will develop a plan to outline the reasonable steps to be taken by Sirsi and City to resolve any issues presented in City's notice to Sirsi. City may only withhold payment of the amount actually in dispute until Sirsi completes its action items outlined in the plan. Notwithstanding the foregoing, if Sirsi is unable to complete its actions outlined in the plan because City has not completed its action items outlined in the plan, City will remit full payment of the invoice. Sirsi shall not unreasonably discontinue work while items are disputed in accord with this provision. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Sirsi which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Sirsi, the additional design, construction and/or restoration expense shall be borne by Sirsi. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Nothing is this section shall be construed to require Sirsi to pay the cost of substitute goods or services. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. The foregoing notwithstanding, any Consultant shall be subject to the terms and conditions of this Agreement, including, without limitation, the provisions regarding handling and use of confidential information. 25. CONFLICTS OF INTEREST 25.1 Sirsi or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any SIRSI CORPORATION Page 7 18-11 financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act, Sirsi shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City in accordance with Section 28 below. Sirsi shall indemnify and hold harmless City for any and all claims for damages resulting from Sirsi's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Sirsi to City shall be addressed to City at: Attn: Library Services Director Library Services Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Sirsi shall be addressed to Sirsi at: Attn: Daniel Munro Sirsi Corporation 3300 N. Ashton Blvd., Suite 500 Lehi, UT 84043 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment on one-time services only under this Agreement, Sirsi shall submit to City, in writing, all claims for compensation for one-time services under or arising out of this Agreement. Sirsi's acceptance of the final payment for such shall constitute a waiver of all claims for compensation for one-time services under or arising out of this Agreement except those previously made in writing and identified by Sirsi in writing as unsettled at the time of its final request for payment. 28. MEET AND CONFER PROCESS 28.1 For all disputes under this Agreement, a party will notify the other party in writing within fifteen (15) days of becoming aware of a dispute. If the parties cannot resolve such dispute within thirty (30) calendar days of receipt of written notice of dispute, SIRSI CORPORATION Page 8 18-12 the parties will each promptly designate an executive level representative from its organization to meet with its counterpart from the other party to resolve the dispute. Thereafter, either party may assert its other rights and remedies under this Agreement within a court of competent jurisdiction. 28.2 All meetings and discussions during the Meet and Confer Process will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Civil Procedure 408 or any similar applicable state rule. 28.3 Nothing in this provision will prevent a party from applying to a federal or state court of competent jurisdiction to obtain injunctive relief pending resolution of the dispute through the dispute resolution procedures set forth herein. 29. TERMINATION 29.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of forty-five (45) calendar days of receipt of notice of default from the alleging party, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 29.2 If for any given fiscal year funds are not appropriated to continue paying for the Products, this Agreement will be suspended at no penalty to City, upon Sirsi's receipt of written notice ninety (90) days prior to the renewal period. Such notice will not relieve City of payments then owing. City shall not purchase similar materials, supplies, services, or items of equipment during the anticipated life of the suspended Agreement without notification to Sirsi and reinstatement of the suspended Agreement. 29.3 City acknowledges that, based on City's willingness to purchase products for the Agreement term, Sirsi has provided City with products and services at rates that represent a substantial discount from the rates that Sirsi would otherwise charge, along with certain other free or substantially discounted products or services. City therefore agrees that it is reasonable for City to pay a fee to Sirsi in the event of early termination for any reason under this Section 29.3, which becomes effective upon any date prior to the end of the last year of the initial Agreement term or prior to the end of any renewal term. Such fee shall be equal to 50% of the remaining value of the then -current term of the products or services, as applicable. City agrees that damages suffered by Sirsi in the event of such early termination are difficult or impossible to determine and that the above amount is intended to be a reasonable approximation of such damages and not a penalty. City agrees that it will pay such amounts within thirty (30) days of any such early termination. City shall notify Sirsi in writing of its intent to terminate not less than sixty (60) days prior to the date of termination and City shall not be eligible for any pro -rata credit or refund for unused partial year fees paid. 29.4 In the event of any termination of this Agreement, City shall pay Sirsi for non -defective products and Services delivered in accord with the requirements of this Agreement and costs incurred up to the effective date of termination for which Sirsi has not been previously paid. On the effective date of termination, Sirsi shall deliver to City SIRSI CORPORATION Page 9 18-13 all non-proprietary and non -confidential reports, documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29.5 Intentionally omitted. 30. STANDARD PROVISIONS 30.1 Recitals. City and Sirsi acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 30.2 Compliance with all Laws. Sirsi shall, at its own cost and expense, comply with all applicable statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Sirsi shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 30.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the attachments attached hereto, the following order of precedence shall apply: the terms of this Agreement and Exhibits A-E shall govern, followed by Sirsi's Proposal attached hereto as Exhibit F and then the City's Request for Proposal attached hereto as Exhibit G. 30.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 30.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Sirsi and City and approved as to form by the City Attorney. 30.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this SIRSI CORPORATION Page 10 18-14 Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.10 Equal Opportunity Employment. Sirsi represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 30.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 30.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] SIRSI CORPORATION Page 11 18-15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date:Date: By: . Aaron C. Harp U4n1(I.6-tj City Attorney ATTEST: Date: By: Diane B. Dixon Mayor SIRSI: Sirsi Corporation, a Delaware corporation Date: By: By: Leilani 1. Brown William Davison City Clerk Chief Executive Officer Date: By: Daniel Munro Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Work Exhibit B — Schedule of Billing Rates Exhibit C — Master Agreement with SirsiDynix Exhibit D — End User License Agreement with Oracle Exhibit E — Insurance Requirements Exhibit F — SirsiDynix's Proposal submitted in response to City's RFP Exhibit G — City's Request for Proposal SIRSI CORPORATION Page 12 18-16 EXHIBIT A SCOPE OF WORK Project Overview The Scope of Work (SOW) documents the Project Scope, methodology, roles and responsibilities, implementation schedule, and deliverables for the implementation of an Integrated Library System (ILS), provided by the Sirsi Corporation. The SirsiDynix Symphony integrated library system is a comprehensive ILS, including both foundational and specialized modules: circulation, cataloging, serials, acquisitions, outreach, materials booking, reserves, accountability, and more. Each module offers unique benefits and integrates seamlessly with the overall Symphony system. The SirsiDynix Symphony ILS solution proposed by the Sirsi Corporation encompasses SirsiDynix products, SirsiDynix services, Platinum services and Third Party Products. This SOW provides a description of the various ILS components and related functions. 18-17 Component Descriptions Each description below relates to a quantity of one for the component There may be more than one in this document SirsiDynix Symphony's Core Package includes Cataloging, Circulation, and Public Access modules. Additional functions include: an Oracle or MSSQL embedded license, a ,239.50 server, Authority Control, Backup Circulation, and Reports. Authority Control: Links authority -controlled bibliographic headings with corresponding authority records through an ANSI -standard thesaurus. SirsiDynix Symphony complies with Bath Profile release 1.0 and most of release 2.0 Functional Area A. We comply with Release 1.0 of Functional Area B. SirsiDynix Symphony complies with Z39.50 Level Three (client and server), provides broadcast searching as a standard, and complies with Bath Profile Level One. BLUEcloud Analytics Piatform Pro, annual Subscription Minimum requirements: Symphony 3.3.1 or Horizon 7.3.3. The BLUEcloud Analytics Platform provides a web -based, cloud -hosted suite of data -mining and OLAP tools with the following functionality; • Unique view of data warehouse for analysis of your institution, collections, and users • Supports advanced and predictive analysis to establish trends and patterns Presentations for effectively communicating to boards and administrators • Drill anywhere capabilities, users can view summary -to -detail -level data • Robust security, flexible information distribution/collaboration, and easy self-service analysis • Ability to print, download, and e-mail data and graphs in a variety of formats (Microsoft Excel® and PowerPoint®) This Pro package provides unlimited years of transaction data, unlimited Reporter and Analyst accounts, 15 Creator accounts, 250MB of Custom Data Storage and 15 Premium Feature Credits. These Credits expire at the end of each subscription year. BLUEcloud eRM, Annual Subscription BLUEcloud eRM helps you to manage the lifecycle of your electronic content by tracking information about licensed content, including vendor and contact information, acquisitions information, license information, and usage statistics. As a part of our best -of -breed approach to providing solutions to libraries BLUEcloud eRM includes: SaaS hosting, staff training, configuration support, and ongoing contributions to the open -source CORAL system. Contributions to date include: - Ability to upload fund names and codes used in your ILS. - Online helps accessible from the product - Usability and visual design improvements - Completion of the CORAL initiative to make the product available in other languages. All modules are now available in French and Chinese translations are on the way. - Improvements to the import tool for batch creation of resources - Ability to upload a license in ONIX-PL format and automatically create expressions and qualifiers in the system - Links between resource and license modules to quickly access related content r 18-18 BLUEcloud Mobile, Annual Subscription One subscription entitles the library to one app which will connect to one SirsiDynix Symphony or Horizon database only. Minimum release: Symphony 3.5.2 or Horizon 7.5.4 and Web Services 2017.01 Developer Accounts for Apple and Google The ability to push the BLUEcloud Mobile app to your library will require that you setup a developer account with Apple and Google prior to the project completion. It is our recommendation that you begin at this time to setup your developer account with corresponding payment structure and acquire a DUNS identification number for your library. The project management team at SirsiDynix will reference these pre -requisites during the integration phase. • DUNS (Data Universal Numbering System regulated by Dun and Bradstreet) setup "(https:lldeveloper.apple.com/ support/D-U-N-S/)" o This may take up to 30 -days to complete. • Apple Developer Program "(https://developer.apple.com/support/purchas e -activations" o Fee waiver for eligible organizations "(https:!/developer.apple,com/supporUmembership-fee-waiver/)" • Sites outside Brazil, China, Japan, United Kingdom and the United States are not eligible for the fee waiver and will be required to pay a 99 USD annual fee for the Apple Developer Program - Google Play Developer Program "(https://play,google.com/apps/publisho" Sites will be required to pay a one-time 25 USD fee to register for a Google Play Developer Account BLUEcloud MobileCirc, Annual Subscription MobileCirc enables library staff to work wherever they are, with or without a data connection. Features include: - Mobile circulation. Perform common tasks like check -ins, checkouts and renewals. Register new users by scanning drivers license (selected regions only) or by manually entering user information. - Flexible inventory. Integrates with Bluetooth scanners to make taking inventory faster and easier. - Efficient shelving, Provides real-time lists of candidates for weeding and items needed to fill holds. MobileCirc lists include filters designed specifically for library staff. Requires SirsiDynix Symphony 3.4.1 SP2 and SirsiDynix Symphony Web Services 3.5 or higher, OR, Horizon 7.5.2 and Horizon Web Services 2.0. 5aaS Enterprise Annual Subscription SirsiDynix Enterprise is a state-of-the-art faceted search solution that empowers libraries to make their collections more searchable and discoverable than ever before. Capitalizing on fuzzy search logic technology never before available to libraries, SirsiDynix Enterprise delivers leading-edge faceted search capabilities, simplified search interfaces, and much more. SirsiDynix eRC Connector for OverOrive, Annual Subscription Provides access through SirsiDynix eResource Central Gateway Services to the approved content of one OverOrive main account. It does not include any 3rd Party fees which may be required by the Partner to use the content being accessed. SirsiDvnix aResource Central Gateway Services, Annual Subscription Minimum requirements: SirsiDynix Symphony 3.4.1 or Horizon 7.5.1 and above. eResource Central Gateway Services provides eBook integration which allows libraries to provide seamless access to all library resources via a single user interface. Open Library and Project Gutenberg content is available and included with this service. 18-19 SirsiDynix Portfolio, SaaS Annual Subscription - Up to 5K assets/100GS Disk SirsiDynix Portfolio is a digital asset management solution that includes a state-of-the-art searching solution that empowers libraries to make their digital collections more searchable and discoverable than ever before. SirsiDynix Portfolio includes OAI-PMH capabilities, both as a server as well as a harvester. Also included is the ability to create metadata templates based on a wide range of digital media types, such a music, video, images, etc. SirsiDynix SMS Notification for Symphony, Annual Subscription - 25K Message Package Subscription to the SMS Notification feature requires your ILS system to be on SirsiDynix Symphony 3.4.1 Patch Cluster 1 or above. Up to 25,000 messages included per year. Additional messages used, if allowed, will be deducted from the subsequent subscription package purchased. Messages not used at annual renewal will be forfeit. You may change the subscribed package to increase or decrease the number of messages at annual renewal time. SirsiDynix Symphony 9xx 9XX Order Interface automatically loads bibliographic and order information from online acquisitions systems. SirsiDynix Symphony Acquisitions SirsiDynix Symphony Acquisitions provides efficient online tracking of materials from ordering through claiming, receiving, invoicing, and processing. Firm orders, gifts, subscriptions, approval, and standing orders are all easily accommodated and can be tracked separately or together. SirsiDynix Symphony Debt Collection Agency Interface SirsiDynix Symphony Debt Collection Agency Interface includes debt collection reports that output information on overdue fines, bills, and referral fees. This interfaces directly with Unique Management. SirsiDynix Symphony Electronic Data Interchange (EDI), X-12 EDI X-12: SirsiDynix supports all transactions formats currently adopted by SISAC (Claims/Claim Response I Invoice /Dispatch Information/Functional Acknowledgment). SirsiDynix Symphony can electronically transmit and receive information in these formats using X12. EDI (Electronic Data Interchange) allows libraries to communicate with vendors to transfer ordering, invoicing, or subscription information between computers. SirsiDynix Symphony ,jNCIP Interface Per Certified VE?ndor SirsiDynix Certified Solutions Providers offer NCIP-certified products to our customers. We certify that their products are compliant. This interface is priced per vendor. SirsiDynix Symphony OutReach SirsiDynix Symphony Outreach automates processes allowing homebound patrons to request items based on interest categories and to deliver the selected items to patron homes. SirsiDynix Symphony Serials SirsiDynix Symphony Serials manages the prediction, receipt, and routing of all serial subscriptions, generating and maintaining a separate MARC holdings record for each subscription. Managing orders and renewals are fully integrated with SirsiDynix Symphony Acquisitions. As the library receives individual issues, Serials automatically predicts the next expected issue based on the serials publication pattern. Combined issues, special issues, missing issues, or other irregularities are handled easily and efficiently. Basic Serials Binding functionality is included in this package. 18-20 SirsiDynix Symphony SmartPORT Unlimited Users SirsiDynix Symphony SmartPORT Unlimited User Licenses enable staff to locate a record in a 239.50 -compliant database and to import the record to your own database. An unlimited number of SmartPORT Z39.50 copy cataloging client user licenses is included for this price. SirsiDynix Symphony Test System A SirsiDynix Symphony Test System can be loaded with generic policies and data so you can test policy changes before initiating changes to the production server. You can test upgrades/updates prior to applying those to the production server, and/or use the test system for on-going training of staff and new staff. Test file customization and global changes will not affect your catalog and database. SirsiDynix Symphony Unicode Server Extension SirsiDynix Symphony Unicode Server Extension enables staff users to load, input, index, and display MARC records containing both the Roman characters and the non -Roman characters used in languages such as Arabic, Chinese, or Russian. In addition, library users accessing your electronic library can search, store, and retrieve Unicode-based international character sets as well. SirsiDynix Symphony Unicode Server Extension Test System SirsiDynix Symphony Unicode Server Extension Test System enables staff users to load, input, index, and display MARC records containing both the Roman characters and the non -Roman characters used in languages such as Arabic, Chinese, or Russian. This license enables you to test policy changes and configurations before applying the changes to your Unicode-compliant production system. SirsiDynix Symphony universal SIP2 SirsiDynix Certified Solutions Providers offer SIP2-certified products to our customers. We certify that their products are compliant. This interface price encompasses all SirsiDynix Certified SIP2 vendors. Consulting BLUEcloud Analytics Q and A, Distance, Annual Subscription The BLUEcloud Analytics Q and A Subscription provides unlimited access to Consultant led Q and A sessions. Two sessions per month are offered. Attendees are encouraged to bring their questions, projects and issues to the each session. Consultants will address issues presented by customers. BLUEcloud Analytics SureStart-1, Distance SureStart is a layer of consulting support designed to smoothly transition sites into using BLUEcloud Analytics. Through one private, online session a member of the Consulting Services team will "jump start" BLUEcloud Analytics by creating two report templates for the site, providing instruction and answering staff questions. SureStart addresses issues outside the scope of training by focusing on the site's individual needs. BLUEcloud Mobiie Apes and Template Brsndin Includes the creation of logos, icons, and color schemes for app store listings and in app visual assets. This work is usually done using a high quality logo from the customer. BLUEclood Mobile SdreStart--t, Distance, nn., faro lioilr ohons kali SureStart is a layer of consulting support designed to smooth the transition to BLUEcloud Mobile by addressing configuration issues like search limits, profiles, etc r••. r 18-21 SirsiDynix Symphony Core Implementation ILS Policy Profiling is designed to provide expert guidance to library project team members with setting up and configuring a comprehensive, yet concise, policy structure. In a series of distance sessions, a SirsiDynix consultant will work with the library project team to review and complete an Excel spreadsheet containing local policy decisions. After data load, the SirsiDynix consultant will work with the library to review data as well as prepare the system for strategic functions such as standalone and notice generation for go -live. Sessions not to exceed 50 hours. Custom Consulting (Distance), Annual Subscription up to 20 hours Recurring Consulting package of hours: 20 hours/year custom consulting for custom reports, global database changes, data transfers, portal customization or integration with other software products. Subscription automatically renews annually. Any remaining hours do not roll over to the new subscription period. Consulting Support for Library's Go -Live, On-site The purpose of a On -Site Go Live Consultant visit is to have an expert available to answer questions from members of the library staff, assist the System Administrator and make sure the staff is prepared to handle the day-to-day tasks using the new software. NCIP SureStart-2 NCIP SureStart-2 is designed to provide expert guidance for the library project team members in setting up and configuring the NCIP Responder. In two sessions, a SirsiDynix consultant will work with the library project team to review and complete a form containing required NCIP policy decisions, input these settings into our configuration files and, finally, assist with testing the final configuration. SirsiDynix Portfolio SureStart-3 SureStart is a layer of consulting support designed to smooth the transition to Portfolio by addressing configuration issues like search limits, profiles, etc. SureStart-3 SureStart is a layer of consulting support designed to smooth the transition to a new ILS platform. SureStart is a resource for the entire staff, not just system administrators. SureStart addresses issues outside the scope of education services training SirsiDynix Enterprise Theme Customization Working with a SirsiDynix Consultant, theme customization addresses changing the look and feel of the product like colors, adding graphics, and using CSS to edit fonts and page layouts. This custom work is guaranteed to work on the version of Enterprise currently installed on the customer's system. SirsiDynix cannot guarantee compatibility with future releases. Updating custom work to be compatible with a later release will attract additional fees. Unicode Planning/Implementation Workshop The purpose of the Unicode Plan ningllmplementation Workshop is to offer all clients who purchase the Unicode Server Extension License a workshop to ensure their library staff and patrons have a positive and successful transition to Unicode functionality. The workshop consists of one 2 -hour webinar planning session. The webinar will be scheduled prior to the site beginning work with a project manager. 18-22 Deluxe Data Migration Package To implement the proposed Symphony system for the Library, SirsiDynix has included a deluxe migration package, which includes conversion and migration to Symphony of the following types of viable data: • Cataloguing: bibliographic and authority records in MARC exchange (ISO 2709) format; item data attached to the bibliographic records as tags or in a separate defined ASCII file; • Circulation: patron, and circulation transactions (current charges, unpaid bills, and active holds) in defined ASCII format; • Acquisitions: open orders, vendors, and funds in defined ASCII format; • Serials: serial control, issue, and routing records in defined ASCII format. All data must be provided by the Licensee in a viable format in accordance with Implementation Plan deadlines. Included in the package: • One instance only of each data type • One test load and one production load only MARC Authority Full Processing (per 1,000 titles) SirsiDynix staff will process a single file of MARC bibliographic records. SirsiDynix will identify matching authority records in SirsiDynix's copy of the Library of Congress authority file, for each bibliographic heading. SirsiDynix will modify the text in the bibliographic record to match the authority record when the reading used is a SEE reference. SirsiDynix will also update other text such as expanding abbreviations and correcting subfield errors and will upgrade obsolete MARC coding. Processing will include name, series, uniform titles, LCSH subject fields, LC Juvenile subject fields, LC genre/form term fields, GSAFD genre fields, and NLM McSH subject fields. SirsiDynix will provide the matching authority records and the updated bibliographic records. The full service includes library options for handling subject fields for alternate thesauri, removing undesired local fields, updating GMD values, creating fields 336, 337, and 338 when data in the record permits, and updating genre values in field 650. A telephone consultation call with a SirsiDynix MARC record specialist is included, to assist the library in selecting their desired options. SirsiDynix will apply updates to heading and descriptive fields based on RDA rule changes. SirsiDynix staff will extract records from the library's Symphony, Horizon, or Dynix system, will load/reload the returned records, and will update or rebuild indexes if the system provides remote connectivity. Product Delivery BLUEcloud ERM Installation Installation of one instance of BLUEcloud eRM BLUEcloud MobileCirc Installation Installation of BLUEcloud MobileCirc against one database. BLUEcloud Mobile Installation Includes enabling of the product and basic configurations in Web Services, BLUEcloud Central. SirsiDynix eRC Gateway Services Installation Includes installation and configuration of SirsiDynix eResource Central Gateway Services and one eRC connector. SirsiDynix Portfolio Software Installation Includes installation of SirsiDynix Portfolio in SirsiDynix SaaS facility or on the customer's local machine, installation of an ILS Agent on a Horizon or SirsiDynix Symphony ILS and installation/configuration of the appropriate Java Development (JDK). In addition; it includes the installation of Web Services for sites using SirsiDynix Symphony. Sirsioynix SMS Notification Software Installation Vi �: si siDyni 18-23 SIP2 New Software Installation Installation of SIP2 software. Installation is for new SIP2 installations only. Price includes configurations of one SIP2 port. Additional ports may required based upon statistical needs with self check units. NCIP New Sefrnrare Installation Installation of NCIP software. Installation is for new NCIP installations only. Price includes configuration of one NCIP port. Symphony Add -On Module Software Installation Activation of SirsiDynix Symphony/Unicorn add-on module as per specified. Price is per module. Symphony Test System Software Installation Includes installation of Oracle (if applicable) and 1 production to test server copy over. If purchased with a new core software installation, 2 production to test server copy -overs are included. The first after the test data is loaded and the second to be performed after the final data load is completed. Additional production to test copy avers are available, billed separately. Symphony Core Software Installation Software installation for SirsiDynix Symphony. Includes installation of Oracle or MS SQL, Cataloging, Circulation, Z39.50 and OPAC. SmartPORT/FirePORT Configuration Activation of SmartPORT/FirePORT. Includes configuration of default Library of Congress gateway only. Project Management Project Management includes the services of a Project Manager The Project Manager is your primary point of contact during the Implementation. You will work with your project manager to plan timeframes, schedule resources from the professional services team. and coordinate with other departments at SirsiDynix to deliver products and services outlined in this quote. Depending on the type of implementation, the Project Manager will do the following. - Act as your primary SirsiDynix contact during your implementation - Identify customer needs and key tasks to be accomplished by both the customer and SirsiDynix to ensure a successful implementation - Organize meetings with you and appropriate SirsiDynix staff to lock off your implementation project - Work with SirsiDynix global operations staff to develop, communicate, and manage the overall implementation scheduie - Bring key SirsiDynix staff onto the project to ensure proper resources are available to meet critical milestones of your schedule - Report to you regularly via phone and email status reports to keep everyone apprised of project progress - Monitor quality control checks at critical mtervais in your project - Assist with the transition from Implementation phase to Customer Support Training SYM254 Symphony Cataloging, Private; Minds -on Lab Eight seats in a private distance instructor -led class. Learn to utilize the function of Symphony Cataloging, including: Adding titles to the catalog manually, in batch and via the SmartPort wizard (Z39.50); Understanding Authorities; Working with call numbers and items; Special cataloging functions, such as merging titles. fy SirsiDynix 18-24 SYM154 Symphony Circulation, Private, Hands-on .Lab Eight seats in a private distance instructor -led class. In this class, you will learn how to utilize all of the functions within the Circulation Toolbar, including working with user records, circulating items, dealing with holds, transit items, and special functions such as ephemeral checkouts and managing missing or lost items. SymADIVIN-1000 Symphony Administration Essentials: 2 Days, Hands-on Lab, Private Eight seats in a private distance instructor -fed class. Learn the administrative functions most commonly used, including Staff Access, Circulation policies, Calendars, Catalog policies and Administrative reports. This class will use practical examples and hands on practice. SYM548 Symphony Acquasltions: Priv-ata, Hands-on Lab Eight seats in a private distance instructor -led class. Learn how to utilize the primary functions within the Acquisitions Toolbar, including creating funds, vendors, orders, receiving and processing orders, invoicing, and using acquisitions reports. SC823 SirsiDynix Enterprise: Day -to -Day Administration, Group, Hands-on Lab One seat in a group distance course. Learn to manage the day-to-day tasks needed by Enterprise Administrators, SYM304 Symphony Report Basics, Private, rands -on Lata Eight seats in a private distance instructor -led class. Report Basics provides you with fundamental understanding and skills related to running reports. After completing this course users will be able to.- Navigate o:Navigate to reports and understand the reporting structure; Schedule reports to run immediately; Create report templates; Grant ownership of report templates to appropriate staff members; View/Print/Email/Share finished reports; Remove finished reports. SYM654 Symphony Serials, Private, Hands -oat Lab Eight seats in a private distance instructor -led class. Learn how to utilize all of the features within the Serials toolbar, including creating serial control records with predictions, checking serials in, claiming, as well as configuring the settings for Serials and running necessary reports. SC858 ELUE,cloud eRM, Group One seat in a group distance instructor -led class. 30332 SirsiDynix Enterprise: Pori-foiio, Group One seat in a group distance instructor -led course for Portfolio. This class teaches participants how to create collections of assets such as PRFs, photographs, and other digital content. Participants will also learn how to import and export collections as well as define an indexing schedule for all media types. Managing templates for metadata entry will also be covered. By the end of the class, the participant will be able to: -Create a collection of assets manually using templates for metadata entry -Define security levels for collections -Display assets to the public using rooms functionality -Browse and search to find desired assets -Bulkioad metadata and digital files using import utility -Export assets using export utility -Define templates for metadata entry -Set schedule for full -text indexing of all media types." SC362 SirsiDynix eResou ce Central, Private Eight seats in a Private distance instructor -led course for eResource Central. Symphony Core, Onsite Three days of Onsite training (for up to ten participants in each session) about Essential Skills, Circulation, Cataloguing, and Reports. 18-25 Symphony eLearning, Yearly Subscription, Self -paced Training - 5 users The Yearly eLeaming subscription provides your library staff with 1 year of unlimited access for 5 users to every recorded session and web -based training (WBT) we offer (does not include instructor -led classes). This option is a great value to introduce new staff to the products offered by SirsiDynix. It also provides a powerful resource to libraries looking for refresher on the product or as an overview of functionality in new releases and is delivered via SirsiDynix Mentor, our learning management system. The subscription auto -renews and will be a line item in your yearly maintenance agreement review. BLUEcloud Analytics Package of courses, Self -Paced BcMOBI-2202 BLUEcloud Mobile, Self -Paced SYM100 Symphony Essential Skills and Search Strategies, Self -pacer! Learn the terms, navigation and searching skills needed by all library staff. Content is English only. SYM533 Symphony Acquisitions: Electronic Data Interchange {EDI), Self -paced Learn the process used to communicate electronically with vendors. Libraries can send purchase orders, invoices, and serials claims to vendors using reports in SD Symphony. By the end of the class, the participant will be able to: Add the library's standard address number; Create an EDi purchase order and invoice; Work with EDI transactions using the EDI Manager wizard; View the status of each outgoing and incoming transaction and remove transaction files; Understand serials claiming and EDI serials claiming. SYM725 Symphony Outreach, Self -paced One seat in the specified Self -paced training class. This course discusses the setup and day to day processing involved with the Outreach toolbar. This course covers the same content as the instructor led session, including Routes, Interests and the delivery process. Content is English only. SYM746 Symphony SMS Notifications, Self -paced Learn to set up and send SMS notifications in batch or individually via SirsiDynix Symphony. This training is available in English only. SC 157 BLUEcloud MobileCirc, Seif-Paced This training reviews the functionality present in MobileCirc. Content is in English only SC825 SirsiDynix Enterprise End User, Self -Paced One seat in the specified Self -paced training class. This class will review the basic features available to users within Enterprise. Content is English only. ish SkADy>ni 18-26 The next level or service a comprenensive suite or s01'vices and extended support to ensure irbranes get rhe Same r"rrst-ctass sennCe they offer io communities Platinum Premier 20% off ALL qualifying future sertices purchases Training • Unlimited access to online et -earning training courses for 50 users • Web access to customizable electronic training documentation • Fwe distance group training or consulting courses Best Practices and Custom Consulting • Annual review and account planning • 20 custom consulting hours. Global database changes, Web Services assistance. Enterprise Customtzation. Symphony Custom Reports. Horizon SQL assistance, Search Index changes, Database Analysis or integration with Third Party Vendors • SureSailing monthly - Regularly scheduled two hour calls with a senior consultant to review best practices. report setup and configuration, system administration, planning for upgrades and enhancements, and answer general questions • Enterprise Q and A - monthly call with a senior consultant to review Enterprise • Developer Subscription - Symphony API Subscription/Training or Horizon Advanced SQL Training/Assistance • Web Services SDK for Library's internal use Customer Service and Support • Dedicated Phone number • Weekend and evening upgrade support Priority call handling and resolution • Remote mobile device diagnostics and support Data Enhancement Services • Quarterly Authority Processing update (initial Authority Processing required before service can be scheduled) • MARC records subscription with full SmartSOURCE service - Annual Bibliographic Analysis to provide a series of reports on the content of the bibliographic daiabase For quality control Solus Services for BLUEcloud Mobile App Delivery, Annual Subscription Includes creation of Tunes App Store and Google Play listings and metadata and the deploymert of the apps to each marketplace. r•. 18-27 EXHIBIT A SCOPE OF WORK Implementation Timeline The following is an Implementation Timeline, detailing key milestones and processes related to the implementation of the SirsiDynix Symphony ILS: •Md�eci rl.n 103 tlay.T - . .. -. -. �1LYt1 P�nns,q SCey. N.wopn 9bY".S'nrOynH s,'wF iay.iwuf.r. • Sa01p Symphony 'imwo rm.nt t day - Slag. produtM..r,e• Iday %..part g.aon -A ru"1. 7 dry. A—PI of 0.1. 1 day Nawpan 5.=.t Melysi. df Data Spry" 9.0yrw a nor^a obta M.lybia can 1 day Nbwdon 3.e rraeMn Earn • "'M ling 25 Jaye PMftN"3"M.n 5uya No or!3.-[,S=Dry bC rl.wnauc S1.Er... DOM ddI..n0 data ingrauEn ape:r}kstlon. 1 day . - �evww polrUu Sdays Nlenaert 3•ecn.Sr>v7ynu �IYr s+.�A-. .^o PWM of DUK— uq MU mapprng . 15 oars N.xpon 3—nween ue a� unl:oW Pranndg wManoop 1 day Newport 3.r- .r.—ynu r rwp+ .s...Ow. • i—toll e-, 4.0 horse - s mph* y prdducuon aenw 1 My SIniOYna " s namr inatan-ULUEUougMob'WClrc 0.5 day. SkaOynu stti>titi Ineen-BLUEVwd Maryut. lday SUoym ;-1N.. InQ.n-sIPZ Idy ShVDynm is:nbmu - :nate:- SymphanyWa lday Sheyna - Inah._STRp pry Tort syslam s day Sh Oyatt - lnbl • 3LUEcldud Mob" I MY S.scynut � sr.urw - webs -.RC I day " qMu -eRM tday "s - usatea-SKIS 1d.y sirvoy.0 zmgi • LnW mikes 2tYy. LoWpoatrp .dare SIn10yna s+sarw. - . Taal Load 12 dry■ Prep and Lo.q Tot pate 10 chyli SnVynk ,�- j."4 - Shchnrequalltytnetit Iday Sla0ynn Gala ""W 1 Ory S440ynis sww,w. • Remote Training 20 day. S TrelVq-Clrlu"anon - FreaNg"Cadlag.g fday Newport l%—h,Se.WyN. la—a rlu y Newport BSrwy SIM1pI+Is Trak" A.Mft :day Newport 15-ch.U*oru .wss.nr.+s Tnblkg • Acqum6 na t myN--PMacn PM B.Sbsioynt er.een wrs.s:rol.. - TriYIEy. 3.51 day Newport B.Rh.SkiWymb 5'eanr'a Training• SysWn l�aNureOn 2days Newport Baatn.Slr&Mydt ire e..se.s:nq,a Trebdnj. .SMS NpdNtadpr - gad Paced IdaY Na1'Pal6exll_SFSIOyNx -rlrp. 0„rxsu.0,+ur Trandrg • ElvAl a Laedaf, P -,da I day Newport Baeth.5i Dr U BLU&toud .Reacurce Central. Private 1 dayN-vim" BeW.SMID" s—.sk-M. BLUEzJ ud MeryllEs - Sed Pated 5day. Newport 94rh,5.s10yrl. e.srn,sl�.nr„. BLUPd.ud Arw" - Group 3 d q. Newport Buth.SkSOyMa a an..wr s..arsaw�lwr - • Portfolio 5 days I,W.n-Par{toft lday Slrsrpyrds Ifr•rr Tralr*g-Ens.rpnsa ',Enduw 0.5 dere Newport Sum Sys.Oyna TnMg-Engrprlu : AOIrflzb ton and Ft r 2 dare Newport Bbuh,S..Dynu e..dr.sr..gr.. Tralr r-Panyded 0.3deya Newpon Saetn.S-Dyrm ..-.. Lr or•+: CPm MN -Powders 345" himpon Bea0.5iaroynu • C—cling 5 soya BLUE,dorud Melytlw mnsulbng 3dere Newport Bbach.5lrslOYnk +, na.een e..dr.su.i0rnu BLLEoould hlobita emw" -lora N.wpat Satn.3lrloynh In..•p.n a.�I.SHr•pm� +Onalb Training3 daye7 T,—Jug- Symphony Can on.a. 3tlsya N4"Dn 9ath,SVS1Dra[ ■n.�salb..�+.sbngn.. TnhNrg- Symphony Mqu.Wons 85enala ani. ]lore NewbS Newport Beacn.SWyntr ew.wF.na.,dssx.utr.u -- Trainbg- Symdnany Sy.larn Adminllnelen f ury] r • User Acppl�nu Twting 3a drys UW A[CeMMG T4Sd V are Gala IRUr— 2_5 days NNwpdn Baah aaaa�.r a..cn Cuntcxner W Send final lbaback 1 day Newppn Beach .wvun Er.,A Oae and syetbins conpgurabw IebaLetpne 3 days N orwine Batn.swuDyft i sr.mveaa+.vm7r•a • Final Oats Load 5 dere T..e Final data eWatt lazdll". dem, M. =ua— and ser I day Newport Basch Fl nal data load (authority. item, bib. acquiadl and..na a day@ Stru0yrlLa i srrnq.:. FIZ data samct 1pan_on,;: urallan) 03 days Newport Beech ...c+ Flnal data load'pWan. cucula ionl 3 day. Sher. i rimer..+ GQ LIVE bapur to us. new aymm 0 Ory$ NMp l Beach _ _ • Aup+onr/'raba nn9_-- to den &IWKy Pr d—irvg !0 days Mewpdrt 5L P'.4i Prerwer 3— 1 dry NvMW 9a x- Oy- ' nr•r.na Eud ;ma 140:11.11x.3 Purchase Details All prices are In US dollars ($) and are exclusive of taxes unless othermse noted. SirsiDynix Products 291,780 65:068 66,954.97 68:896 67 70,894 67 SirsiDynix Services 112.735 7,000 7,000 7.000 7,000 Platinum Services 10.000 10.290 10.588.41 10.895.47 11.211 44 Third Party Products 250 260 26754 27530 283.28 Discount (286272.74) - - - Subtotal 128,492.26 82,618 84,810.92 87,067,44 89,389.33 Initial Term: Five (5) Years Initial Term annual Price increase Cap for SirsiDynix Products/Services: 2 9% until Term renewal Travel is included in the costs In this Exhibit for on-site serlicas such as training, go -live and on-site consulting Customer's usage is subject to limitations that can be found in the Terms and Conditions section at the and of the Quote SirsiDynix reserves the right to adjust Initial Term pricing for Third Party/integrated productsiservices if a Third Party vendor increases pricing for Third Party/integrated oroducisiservices Any applicable discount shall 6e applied on final payment Any and all pre-printed terms and conditions on Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall oe superseded by the current blaster a.greenent, unless such additional terms are 3t3tutonly required of the Customar This Purchase Details section may nol include pre-existing obfigaoons for ongoing Products +got lined in the Quote M= 18-29 Detailed Pricing All prices are in U S. dollars (S) and are exclusive of faxes unless othepvise noted. SirsiDynix Symphony Core 130,370 Includes Application Services powered by SirsiDynix Symphony Cataloging and Authority Control, Circulation and Offline Circulation, Inventory, Public Access, Reports. 239.50 server. Oracle embedded licensing Included BLUEcloud Analytics Platform Pro. Annual Subscriptrrn 1 10 030 BLUEcloud eRIVI. Annual Subscription 1 0.000 BLUEcloud Mobile. Annual Subscription 1 15.050 BLUEcloud MobileCirc Annual Subscription 1 5,020 SaaS Enterprise Annual Subscription 1 12.290 SirsiDynix eRC Connector for OverDnve, Annual Subscription 1 Included SirsiDynix eResource Central Gateway Seriices Annual Subscription 1 7.530 &rsiDynix Portfolio, SaaS Annual Subscription - Up to 5K assetsl100GB Disk 1 0,004 SirsiDynix SMS Notification for Symphony. Annual Subscription - 25K Message ? 1.500 Package SirsiDynrx Symphony 9xx ? 2 480 5+rsrDynrx Symphony Acquisitions 1 25 100 SirsiDynix Symphony Debt Collection Agency Inter.ace 1 8,030 SirsrDymx Symphony Electronic Data Interchange (ED1i X1 - 18-30 Sirsi©ynix Symphony NCIP Interface Per Certified Vendor 1 5.020 SirsiDynix Symphony OutReach 1 10,040 SirsiDynix Symphony Serials 1 25.100 SrrsiDynix Symphony SmartPORT Unlimited Users 1 6 030 SirsiDynix Symphony Test System 1 16 060 SrrsiDynix Symphony Unrcode Server Extension 1 Included SirsiDynix Symphony Unicode, Server Extension Test System 1 Included SirsiDynix Symphony Universal SIP2 1 ?0 100 SirsiDynix Services 112,735 G,DnsL, Iting. :5LUI-cloud Analytics Q and A, Distance, Annual Subscription i Included =EL 1Ecloud Analytics SureStart-1 Distance 1 Included 6UJEcloud Mobile App and Template Branding 1 250 SLUEcloud Mobile SureStart-1 Distance. One two hour phone call 1 700 SirsiDynix Symphony Core Implementation 1 F, 4310 Custom Consulting (Distance.). Annual Subscription up to 20 hours 1 6 000 Consulting Support for Library's Go -Live. On-site 1 9 000 NC1P SureStart-2 1 1.400 SirsiDynix Portfolio SureStart-3 1 2 100 SureStart-3 1 2,980 SirsiDynix Enterprise Theme Customization 1 880 r.,^ --de Planning/implementation Workshop 1 350 18-31 Deluxe Data Migration Package ! 28,500 MARC Authority Full Processing taper f 000 t€tlesr Zu3 7 105 Product Delivery' SLUEclotid ERM Installation 250 BLUEcloud NlodileC.lrc Installation 1 500 BLUECIoud Moble Installation 1 250 SirsiDynix eRC Gateway Services Installation 1 850 SirsiDymx Portfolio Software Installation 1 1 900 SirsiDynix SMS Notification Software Installation 1 300 SIP2 New Software installation 1 450 NCfP New Software Installation 1 300 Symphony Adcl-On Module Software Installation 1 900 Symphony Test System Softtivare installation 1 2,Q40 Symphony Core Software Installation 1 3,000 Smar-PORT P.r POP,T Configuration 1 230 Project 1l e agennent Project Management nor all prorlUcts in ;nes CL.ote I 20 090 `fr- nin BC 157 SLUEcloud McbdeCirc, Self -Paced ? Included BC825 SirsOynix Enterprise End User. Self -Paced 1 Included BC828 SirsiDynix Enterprise Day -to -Day Administration. Group. Hands-on 1 720 Lab BCS32 SirsiDynix Enterprise Portfolio, Group t 300 BC858 BLUEcloud eRM. Group 18-32 BC862 StrsiDynix eResource Central. Private 240 BCMOBI-2202 BLUEcloud Mobile. Self -Paced i;;clLia ed BLUEcdoud Analytics Package of courses, Self -Paced I Included Symphony eLearning, Yearly Subscription. Self -paced Training - 5 users 1 1.000 SYM100 Symphony Essential Skills and Search Strategies. Self -paced i Included SYM154 Symphony Circulation, Private; Hands-on Lab 1 1,050 SYM254 Symphony Cataloging Private, Hands-on Lab 1 1,050 SYM304 Symphony Report Basics, Private Hands-on Lab 1 700 SYM533 Symphony Acquisitions. Electronic Data Interchange (EDI), Self- 1 Included paced SYM548 Symphony Acquisitions Private, Hands-on Lab 1 1,400 SYM654 Symphony Serials, Private. Hands-on Lab ! 700 SYM725 Symphony Outreach Self -paced 1 Included SYM746 Symphony SMS Notifications, Self -paced ! Included SymADMN-1000 Symphony Administration Essentials 2 Days. Hands-on Lab. 1 2,100 Private Symphony Core. Onsite 1 5.900 Platinum Premier Services 10,000 Third Party Products 250 Discount %286,272.74j New Customer (222,912.74) Services Discount (63.360) Quota Total 128,492.26 f7 Sirs;.DyriLx 18-33 File: PURPOSE AND SCOPE EXHIBIT C MASTER AGREEMENT BETWEEN CUSTOMER AND SIRSIDYNIX 1.1 Parties and Effective Date. This Master Agreement (the "Master Agreement) is entered into between Sirsi Corporation dba SirsiDynix ("SirsiQynbx� and the customer identified in the signature block below ("Customer, with effect on the date of the last signature below ("Effective Date"}. 1.2 Purpose. This Master Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Products by SirsiDynix to Customer. Additional terms for the purchase of a specific Product are set forth in the Quote(s). By signing below, the parties acknowledge receipt of and agree to be bound by the terms and conditions of this Master Agreement and the Quote(s) for Products purchased by Customer. All pre-printed or standard terms of any Customer purchase order or other business processing document shall have no effect. 1.3 incorporation of Quotes. "Quote' means the document(s), regardless of actual name, executed by the parties which is incorporated by reference into the terms of this Master Agreement, and describes order -specific information, such as description of Product ordered, License Metrics, fees, statements of work, exhibits and milestones. At any time after execution of the Master Agreement and the initial Quote, Customer may purchase additional Products or otherwise expand the scope of existing licenses or Subscriptions granted under a Quote, upon SirsiDynix receipt and acceptance of a new Quote specifying the foregoing. 1.4 Incorporation of EULAs. Customer's use of any Third Party Products licensed hereunder or incorporated in the Products may be subject to, and Customer shall sign and comply with, any applicable EULAs. 1.5 Order of Precedence. To the extent any terms and conditions of this Master Agreement conflict with the terms and conditions of a Quote, the terms and conditions of the Master Agreement shall control, except where the Quote expressly states the intent to supersede a specific portion of the Master Agreement. To the extent any terms and conditions of this Master Agreement conflict with the terms and conditions of an EU LA, the terms and conditions of the EULA shall control. 2. PRODUCTS USE RIGHTS; TITLE 2.1 Generally. Customer's purchase of Products under this Master Agreement may include from time -to -time Software, Subscriptions, Services, and/or Hardware. The following provisions under this Section 2 apply tf relevant to the type of Product purchased pursuant to a Quote. 2.2.1 Software License. Subject to the terms and conditions of this Master Agreement including without limitation the restrictions set forth in Section 2.7 and Section 2.9 and timely payment of the applicable fees, SirsiDynix hereby grants to Customer a limited, non-exclusive, non -transferable and perpetual (subject to SirsiDynix termination rights pursuant to this Master Agreement) license to (i) install, run and use the Software identified in the Quote in the Operating Environment solely for Internal Business Purposes, and (ii) use the Documentation in connection with such use of the Software. Customer may not make copies of the Software except a reasonable number of machine-readable copies solely for internal backup or archival purposes. All Intellectual Property rights notices must be reproduced and included on such copies. Customer shall maintain accurate and up-to-date records of the number and location of all copies of the Software and inform SirsiDynix in writing of such upon request. 2.2.2 Unless otherwise set forth in a Quote, the Software shall not be simultaneously loaded and operated Customer Initial and Date- Pagel ate: Page1 of 7 GC# on more than one hardware platform, except temporarily during the process of platform migration. 2.2.3 Customer shall use the Third Party Products solely in conjunction with the SirsiDynix Software and Customer shall have no broader rights with respect to the Third Party Products than it has to the SirsiDynix Software. SirsiDynix may add and/or substitute functionally equivalent products for any third party items in the event of product unavailability, end -of -life, or changes to software requirements. 2.3.1 Subscriptions. For Subscriptions purchased by Customer, and subject to the terms and conditions of this Master Agreement including without limitation the restrictions set forth in Sections 2.7 and 2.9 and timely payment of the applicable fees, SirsiDynix grants to Customer the fight to access and use the Subscription identified in the Quote solely for Internal Business Purposes and to use the Documentation in connection with such access and use for the Term. SirsiDynix shall use commercially reasonable efforts to make the Subscription Services available 24x7, except for scheduled downtime events, or emergency downtime events, or Internet service provider failures or delays. SirsiDynix will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Customer acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. SirsiDynix is not responsible for any delays, delivery failures, or other damage resulting from such problems. 2.3.2 Customer is solely responsible for obtaining and maintaining at its own expense, all equipment that may be needed to access Subscriptions, including without limitation. Internet connections. Customer understands that Subscription communications may traverse an unencrypted public Internet connection and that use of the Internet provides the opportunity for unauthorized third parties to illegally gain access to Customer Data. Accordingly, SirsiDynix does not guaranty the privacy, security or authenticity of any information transmitted over or stored in any system connected to the Internet. Customer shall not encrypt Subscription traffic except as may be available through the SirsiDynix VPN solution. 2.3.3 Customer is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Customer is responsible for all activities that occur under Customer's account. Customer agrees to immediately notify SirsiDynix of any unauthorized use of Customer's account or any other breach of security known to Customer. SirsiDynix shall have no liability for any loss or damage arising from Customers failure to comply with these requirements. 2.3.4 Customer shall be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which it acquired Customer Data. Customer acknowledges and agrees that SirsiDynix does not monitor or police the content of communications or data of Customer or its users transmitted through the Subscriptions, and that SirsiDynix shall not be responsible for the content of any such communications or transmissions. Customer shall use the Subscriptions exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Customer agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) contains viruses or other contaminating or destructive features; (c) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; (d) constitutes sensitive personal information such as social security numbers, credit card information, or drivers license numbers; or (e) otherwise violates any applicable law. Customer further agrees not to interfere or disrupt networks Confidential SirsiDynix 18-34 File: connected to the Subscriptions, not to interfere with another customer's use and enjoyment of similar services and to comply with all regulations, policies and procedures of networks connected to the Subscriptions. SirsiDynix may remove any violating content posted or transmitted on or through the Subscriptions, without notice to Customer. SirsiDynix may suspend or terminate any user's access to the Subscriptions upon notice in the event that SirsiDynix reasonably determines that such user has violated these terms and conditions. 2.3.5 The provision of third party Subscriptions is subject to availability from third parry providers and SirsiDynix shall have no liability should such Subscription become unavailable for any reason or is no longer available under reasonable commercial terms. 23.6 In the event that Customer is locally hosting Subscription Software, SirsiDynix hereby grants to Customer, subject to the terms and conditions of this Master Agreement including without limitation the restrictions set forth in Section 2.7 and Section 2.9 and timely payment of the applicable fees, a limited, non-exclusive, non -transferable grant of use to locally install and use the Subscription Software solely for Customer's internal business purposes. The grant of use for Subscription Software is not a license and remains in effect only while Customer is timely paying its Subscription fees to SirsiDynix. If Customer fails to timely pay Subscription fees, Customer must immediately discontinue use of and certify to SirsiDynix the removal of Subscription Software. 2.4.1 Services. Services are described in the Quote. SirsiDynix shall be responsible for securing, managing, scheduling, coordinating and supervising SirsiDynix personnel, including its subcontractors, in performing any Services. Any change to the scope of Services must be in writing signed by both parties. Once executed by both parties, a change shall become a part of the Quote. 2.4.2 Customer acknowledges and agrees that SirsiDynix performance is dependent upon the timely and effective satisfaction of Customer's responsibilities hereunder and timely decisions and approvals of Customer in connection with the Services. SirsiDynix shall be entitled to rely on all decisions and approvals of Customer. Customer's data must be provided to SirsiDynix in a format reasonably approved by SirsiDynix or additional charges will apply. Customer shall be responsible for providing secured access to Customer's systems to Sirsidynix. SirsiDynix alone shall decide whether such access is sufficient for the performance of Services. 2.5. Software Maintenance, 2.5.1 Subject to Customers timely payment of applicable fees, SirsiDynix will provide during the Term Maintenance services for the Software in accordance with the maintenance plan indicated in the Quote, provided however that with respect to Third Party Products, SirsiDynix's obligation to offer Maintenance is limited to using commercially reasonable efforts to obtain Maintenance from the third party owner of such Software. All licenses in Customer's possession must be supported under the same maintenance plan. 2.5.2 Updates are provided if and when available, and SirsiDynix is under no obligation to develop any future programs or functionality. 2.5.3 SirsiDynix is under no obligation to provide Maintenance with respect to: (i) a Product that has been altered or modified by anyone other than SirsiDynix or its licensors; (li) a release for which Maintenance has been discontinued; (iii) a Product used other than in accordance with the Documentation or other than on the Operating Environment; (iv) discrepancies that do not significantly impair or affect the operation of the Product; or (v) any systems or programs not supplied by SirsiE"ix. 2.5.4 For the avoidance of doubt, Updates provided under Maintenance services are subsequent minor or maintenance releases to the standard Products, excluding custom development or customizations whether such customizations are performed by SirsiDynix or by Customer or a third party. SirsiDynix reserves the right to charge Client for any reintegration work required to make customizations compatible with future releases. 2.5.5 If ordered, Maintenance must be ordered for all Software and all associated License Metrics licensed by Customer. Customer may not purchase or renew Maintenance for a subset of its licenses only. 2.5.6 If an Error was corrected or is not present in a more current release of the Product. SirsiDynix shall have no obligation to correct such Errors in prior releases of the Software. 2.5.7 Fees for Maintenance Services do not include implementation, training and other Professional Services. 2.5.8 It is Customer's responsibility to ensure that all appropriate users receive initial training services sufficient to enable Customer to effectively use the Customer Initial and Dade; Page 2 of 7 Software. Failure to do so could result in additional Maintenance fees if service requests are deemed excessive as a result of insufficient training. at SirsiDynix's discretion.2.5.9 In the event Customer does not renew Maintenance and subsequently desires to reinstate Maintenance, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance fee that would have been payable during the period of lapse. 2.5.10 For Software licenses and Subscription Software, Customer is solely responsible for the installation of Updates and agrees to (i) meet the Update standard set forth in the SirsiDynix Support Policies referenced in the definition of Maintenance and (ii) maintain the Operating Environment, With respect to Subscriptions, SirsiDynix is responsible for the implementation of Updates and shall no longer provide access to any previous release upon the date SirsiDynix migrates to a rfew Update for production use in SirsiDynix's hosted environment. 2.6.1 Hardware and Hardware Maintenance. Title to the Hardware identified in the Quote, if any, shall pass to Customer on Sirs!Dynix's placement of the Hardware with a common carrier or licensed trucker, which shall constitute delivery to Customer. Thereafter Customer will be responsible for risks of loss or damage, except for loss or damage caused by SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not provide support for Hardware unless Customer purchases any available maintenance associated with such Hardware. Such Hardware maintenance may be provided through a thins party and is subject to that third party's standard terms, conditions and warranties, if any. 2.7 License Metrics. Customer may not use the Products in excess of the License Metrics specified in the Quote. Additional License Metrics and associated Maintenance must be purchased at the pricing in effect at the time the additional License Metrics are added in the event actual usage exceeds the licensed quantity, prorated for the remainder of the then -current Term. The additional License Metrics purchased shall terminate on the same date as the pre-existing Products. Prices are based on License Metrics purchased and not actual usage. The number of License Metrics provided in the initial Quote is a minimum amount that Customer has committed to for the Term and there shall be no fee adjustments or refunds for any decreases in usage. 2.8 Reservation of Rights. All rights not expressly granted in the Master Agreement are reserved by SirsiDynix and its third party providers. Customer acknowledges that (i) all Software is licensed and not sold and all Subscriptions and Content are subscribed to and not sold; (ii) Customer acquires only the right to use the Protected Materials. SirsiDynix and its third party providers retain sole and exclusive ownership and all rights, title, and interest in, including Intellectual Property embodied or associated with, the Protected Materials and all copies and derivative works thereof (whether developed by SirsiDynix, Customer or a third party); and (iii) the Protected Materials, including the source and object codes, logic and structure, constitute valuable trade secrets of SirsiDynix and its third party providers. Customer agrees to secure and protect the Products consistent with the maintenance of SirsiDynix's and its third party providers' rights in the Products, as set forth in this Master Agreement. 2-9 Restrictions. Unless specifically permitted or licensed by SirsiDynix, Customer shall not itself. or through any affiliate, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Protected Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Protected Materials, including the license keys, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Protected Materials to any user other than Customer's employees and independent contractors who have a need to such access and who shall be bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of this Master Agreement (except the Customer may grant access to public access catalogs to library users, other libraries, and third party entities); (iv) write or develop any derivative works based upon the Protected Materials; (v) modify, adapt, translate or otherwise make any changes to the Protected Materials or any part thereof; Confidential r,,7 SirsiDynix- 18-35 File: (vi) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a 'service bureau' basis; (vii) disclose or publish, without SirsiDynix's prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Protected Materials; or (viii) otherwise use or copy the Protected Materials except as expressly permitted herein. 2.10 Customer Data. SirsiDynix disclaims ownership of any and all Customer Data, all bibliographic, authority, item, fine, patron, and other data loaded to, created and/or entered into Customer's database or supplied to SirsiDynix by Customer. Notwithstanding Customers ownership of Customer Data, at the end of the Term SirsiDynix shall only be obligated to provide to Customer extractable Customer Data at no additional charge in a supported MARC and/or ASCII delimited format. SirsiDynix shall have the right to aggregate and retain non -personally identifiable data. 2.11 License Grant by Customer. Customer grants to SirsiDynix a non- exclusive, roya[ty-free license, to use equipment, software, Customer Data or other material of Customer solely for the purpose of performing SirsiDynix's obligations under the Master Agreement. 2.12 Enforcement. Customer shall (i) ensure that all users of the Products comply with the terns and conditions of the Master Agreement, (ii) promptly notify SirsiDynix of any actual or suspected violation thereof and (iii) cooperate with SirsiDynix with respect to investigation and enforcement of the Master Agreement. 3. FINANCIAL TERMS 3.1.1 Fees and Payment Terms. The Customer shall pay the amounts set forth in the Quote. Subject to the provisions of the Quote, SirsiDynix may annually increase the fees of Subscription, Subscription Software andlor Maintenance upon 30 days written notice in advance. Invoices become past due 30 days after the invoice date. Interest accrues an past due balances at the higher of 1'F2% per month or the highest rate allowed by law. If Customer fails to make payments of any amount due under the Master Agreement, SirsiDynix will be entitled to suspend its performance upon ten (10) days written notice to Customer. 3.1.2 Unless expressly provided otherwise, amounts paid or payable for Software, Subscriptions, Subscription Software and Hardware are not contingent upon the performance of any Services. 3.2 Taxes. Customer agrees to pay any sales tax arising out of the Master Agreement, other than those based on SirsiDynix's net income. If Customer is tax-exempt, Customer agrees to send SirsiDynix a copy of its tax-exempt certificate upon execution of the Master Agreement. Customer agrees to indemnify SirsiDynix from any liability or expense incurred by SirsiDynix as a result of Customer's failure or delay in paying such sales tax due. 3.3 No Contingencies. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SirsiDynix regarding future functionality or features. 4. CONFIDENTIALITY 4.1 Non -Disclosure. Each party will protect the other party's Confidential Information from unauthorized dissemination and use the same degree of care that each such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither party will use Confidential Information of the other party for purposes other than those necessary to directly further the purposes of the Master Agreement. Neither party will disclose to third parties Confidential Information without prior written consent of the other party. 4.2 Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non -confidential basis; (iv) has been independently developed by one party without reference to any Confidential Information of the other, (v) is information aggregated by SirsiDynix that no longer contains Customer Initial and Date: Page 3 of 7 GC# any personally identifiable information; or (vi) is required to be disclosed by law provided the receiving party has promptly notified the disclosing party of such requirement and allowed the disclosing party a reasonable time to oppose such requirement. The parties acknowledge that Customer may be subject to freedom of information legislation and further acknowledges that such legislation may take precedence over the confidentiality provisions of this section as they apply to Customer. 5. PRIVACY Customer represents and warrants that before providing personally identifiable information to SirsiDynix or its agents, it will comply with any lam applicable to the disclosure of personally identifiable information, including providing notices to or obtaining permission from third parties to allow sharing of their personally identifiable information with SirsiDynix under the Master Agreement. Customer will indemnify SirsiDynix for any breach of this representation and warranty. No personally identifiable information will be disseminated by SirsiDynix to any third parties, except as consented to by Customer or required by law. 6. INDEMNIFICATION 6.1.1 By SirsiDynix. SirsiDynix will defend or settle, at its option and expense, any action, suit or proceeding brought against Customer that the SirsiDynix Software (excluding Content and Third Party Products) infringe a third party's USA patent, registered copyright, or registered trademark ("Claim"j. SirsiDynix will indemnify Customer against all damages and costs finally awarded which are attributable exclusively to such Claim, provided that Customer: (i) promptly gives written notice of the claim to SirsiDynix; (ii) gives SirsiDynix sole control of the defense and settlement of the Claim; (iii) provides SirsiDynix, at SirsiDynix's expense, with all available information and assistance relating to the Claim and cooperates with SirsiDynix and its counsel; (iv) does not compromise or settle such Claim; and (v) is not in material breach of any agreement with SirsiDynix. 6.1.2 SirsiDynix has no obligation to the extent any Claim results from: (i) Customer having modified the SirsiDynix Software or used a release other than the most current unaltered release of the SirsiDynix Software, if such an infringement would have been avoided by the use of such current unaltered release, (ii) Third Party Products andlor Content, or (iii) the combination, operation or use of the SirsiDynix Software with software or data not provided by SirsiDynix. 6.1.3 If it is adjudicated that the use of the SirsiDynix Software in accordance with the Master Agreement infringes any USA patent, registered copyright, or registered trademark, SirsiDynix shall, at its option: (i) procure for Customer the right to continue using the infringing SirsiDynix Software; (ii) replace or modify the same so it becomes non -infringing; or (iii) Customer will be entitled to an equitable adjustment in the fees paid for the affected SirsiDynix Software. THIS SECTION STATES SIRSIDYNIX'S ENTIRE OBLIGATION TO CUSTOMER AND CUSTOMER'S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT. 6.2 By Customer. To the extent allowed by law, Customer shall defend or settle, at its option and expense, any action, suit or proceeding brought against SirsiDynix by a third party arising out of or in connection with: (i) any claim that Customer Data infringes on the intellectual property rights of a third party; (ii) any claim by a Customer user or (iii) any claim that Customer or a Customer's user is using the Product in a manner that violates the provisions of the Master Agreement. Customer's obligations under this section are contingent upon: (a) SirsiDynix providing Customer with prompt written notice of such claim; (b) SirsiDynix providing reasonable cooperation to Customer, at CustomeT's expense, in the defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claire. WARRANTIES; REMEDIES; DISCLAIMERS 7.1 SirsiDynix Software. SirsiDynix warrants that, for a period of 90 days from the Go Live Date, the SirsiDynix Software, as updated by SirsiDynix and used in accordance with the Documentation and in the Operating Environment, will operate in all material respects in conformity with the Documentation. If SirsiDynix Software does not perform as warranted, SirsiDynix shall use commercially reasonable efforts to correct Errors. As Customers exclusive Confidential SirSiDynix" 18-36 File: remedy for any eiaim under this warranty, Customer shall promptly notify SirsiDynix in writing of its claim. Provided that such claim is reasonably determined by SirsiDynix to be SirsiDynix's responsibility, SirsiDynix shall, within ninety (90) days of its receipt of Customer's written notice; (i) correct such Error, (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from SirsiDynix, then SirsiDynix or Customer may terminale the affected SirsiDynix Software license and Customer will be entified to an equitable adjustment in the fees paid for the affected SirsiDynix Software at SirsiDynix's discretion. The preceding warranty cure shall constitute SirsiDynix's entire liability and Customer's exclusive remedy for cure of the warranty set forth herein. 7.2 SirsiDynix Subscriptions. SirsiDynix warrants that Subscriptions, as used in accordance with the Documentation, will operate in all material respects in conformity with the Documentation. 7.3 Exclusions_ SirsiDynix is not responsible for any claimed breach of any warranty caused by: (i) modifications made to the SirsLDynix Software by anyone other than SirsiDynix; (ii) the combination, operation or use of the SirsiDynix Software with any items that are not part of the Operating Environment; (iii) Customer's failure to use any new or corrected releases of the SirsiDynix Software made available by SirsiDynix; (iv) SirsiDynix's adherence to Customer's specifications or instructions; or (v) Customer deviating from the operating procedures described in the Documentation. 7.4 Third Party Products. SirsiDynix warrants that it is an authorized distributor of the Third Party Product and that with the execution of this Master Agreement and the applicable EULA, Customer will have the right to use such Product in accordance with the terms and conditions of the terms of this Master Agreement and the applicable EULA. SIRSIDYNIX MAKES NO OTHER WARRANTY WITH RESPECT TO ANY THIRD PARTY PRODUCTS. CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH THIRD PARTY PRODUCTS SHALL BE PURSUANT TO THE ORIGINAL LICENSOR'S WARRANTY, IF ANY, TO SIRSIDYNIX, TO THE EXTENT PERMITTED BY THE ORIGINAL LICENSOR, THIRD PARTY PRODUCTS ARE MADE AVAILABLE BY SIRSIDYNIX ON AN "AS IS, AS AVAILABLE" BASIS. 7.5 Hardware. SirsiDynix warrants that it is an authorized distributor of the Hardware. Hardware warranties shall be governed by the manufacturer's warranty. SIRSIDYNIX MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO HARDWARE OR HARDWARE MAINTENANCE. CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH HARDWARE OR HARDWARE MAINTENANCE SHALL BE PURSUANT TO THE MANUFACTURER'S WARRANTY, IF ANY. 7.6 Disclaimers. THE WARRANTIES SET FORTH IN THIS MASTER AGREEMENT ARE IN LIEU OF, AND SIRSIDYNIX, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY PRODUCT 1S ERROR -FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT OR THIRD PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND ERROR - FREE AND (N) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY SIRSIDYNIX, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CUSTOMER DATA AND THAT NO FORM OF ENCRYPTION IS FOOL PROOF. ACCORDINGLY, SIRSIDYNIX CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY Customer Initial and Date: Page 4 of 7 GC* INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. EXCLUSION AND LIMITATION OF LIABILITY 8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER THE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY CUSTOMER OR ANY THIRD PARTIES UNDER THE MASTER AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 6 (Indemnification), WILL BE LIMITED TO THE FEES PAID BY CUSTOMER DURING THE PREVIOUS 12 MONTHS FOR THE PRODUCT WHICH IS THE SUBJECT MATTER OF THE CLAIM. 8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE. TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SIRSIDYNIX HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 8.3 NO CLAIM ARISING OUT OF THE MASTER AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION ARISES, TERM AND TERMINATION 9.1 Term of Master Agreement Subject to Section 10.12 below, the term of this Master Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Quotes, unless otherwise terminated earlier as provided hereunder. 9.2 Product and Services Term. The respective initial term of Software Maintenance, Hardware Maintenance, Subscriptions, and Subscription Software as applicable, is specified in the Quote ("Initial Term"). The Initial Tenn shall automatically renewfor the same length as the Initial Term unless either party gives written notice 60 days prior to the end of any previous Term of its intention to terminate the Subscription or Maintenance service. The Initial Tent and renewal terns are referred to as the "Term". 9.3.1 Termination. Either party may terminate the Master Agreement immediately upon written notice if the other party commits a non -remediable material breach of the Master Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non -breaching party within 30 days of being notified in writing of such breach. Where the non -breaching party has a right to terminate the Master Agreement, the non -breaching party may at its discretion terminate the Master Agreement or the applicable Quote. Quotes that are not terminated shall continue in full force and effect under the terms of this Master Agreement 9.3.2 Following termination of the Master Agreement, Customer agrees to certify that it has returned or destroyed all copies of the applicable Product and Confidential Information and acknowledges that its rights to use the same are relinquished. 9.4. Suspension. SirsiDynix will be entitled to suspend any or all performance upon 10 days written notice to Customer in the event Customer is in breach of the Master Agreement, Further, SirsiDynix may suspend Customer's use of and access to all or a portion of the Subscriptions if, and so long as, in SirsiDynix's sole judgment, there is a security risk created by Customer that may interfere with the proper continued provision of services or the operation of SirsiDynix's network or systems. SirsiDynix may impose an additional charge to reinstate service following such suspension. Confidential SirsiDynix 18-37 File: 10. GENERAL PROVISEONS 10.1 Force Majeure. The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including but not limited to power outages or failure of third party service providers. This provision does not relieve Customer of its obligation to make payments then owing. 10.2 Assignment SirsiDynix may assign the Master Agreement and all of its rights and obligations herein without Customer's approval to its parent company or other affiliated company, to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. Neither party may otherwise assign or transfer the Master Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the above, SirsiDynix may fulfill its obligations hereunder through its affiliated companies. 10.3 Cooperation. Customer agrees to provide cooperation, which means assistance, information, equipment, data, a suitable work environment, timely access, and resources reasonably necessary to enable SirsiDynix to perforin any and all installation, implementation, and services required to fulfill its obligations hereunder including but not limited to ensuring SirsiDynix has remote access. Failure to grant such cooperation shall allow SirsiDynix to deem the Product purchased by Customer to be fully accepted and delivered. In the event any delay in implementing Products is caused by Customer resulting in SirsiDynix incurring additional expenses, the Customer shall pay to SirsiDynix the amount of such additionai expenses. 10.4 Delegation. SirsiDynix may subcontract or delegate any work under any Quote to any third party without Customer's prior written consent, provided however that SirsiDynix shall remain responsible for the performance of any such subcontractors. 10.5 Notice of U.S. Government Restricted Rights. If the Customer hereunder is the U.S. Government, or if the Software is acquired hereunder on behalf of the US Government with U.S. Government federal funding, notice is hereby given that the Software is commercial computer software and documentation developed exclusively at private expense and is furnished as follows: "U.S. GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software by or on behalf of the U.S. Government shall be subject to this Master Agreement and the restrictions contained in subsection (c) of FAR 52.227-19, Commercial Computer Software - Restricted Rights (June 1987)". 10.8 Export. Customer $hail comply fully with all relevant export laws and regulations of the United States to ensure that the Software is not exported, directly or indirectly, in violation of United States law. 10.7 Non -solicitation. During the term of this Master Agreement and for a period of one year following its termination, neither party will solicit for employment directly or through other parties, without the other party's written permission, any individual employed by the other party, provided however that the hiring of individuals responding to general public marketing and recruiting advertisements and events shall not be a violation of this provision; only active, targeted solicitation is prohibited. 10.8 Compliance. During the term of this Master Agreement and for a period of one year following its termination, SirsiDynix shall have the right to verify Customer's full compliance with the terms and requirements of the Master Agreement. If such verification process reveals any noncompliance by Customer. Customer shall reimburse SirsiDynix for the reasonable costs and expenses of such verification process incurred by SirsiDynix (including but not limited to reasonable attorneys' fees) , and Customer shall promptly cure any such noncompliance; provided, however, that the obligations under this section do not constitute a waiver of SirsiDynix's termination rights and do not affect SirsiDynix's right to payment for Products and interest fees related to usage in excess of the License Metrics. 10.9 Notices. Any notice required or permitted to be sent under the Master Agreement shall be delivered by hand, by overnight courier, by email Customer Initial and Date: Page 5 of 7 GC# to SirsiDynix at legalCDsirsidynix.com, or by email to Customer at any current Customer email address routinely used by SirsiDynix, or by registered mail, return receipt requested, to the address of the parties set forth in the Master Agreement or to such other address of the parties designated in writing in accordance with this subsection. 10.10 Relationship. The Master Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. 10.11 Invalidity. If any provision of the Master Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 10.12 Survival. The following provisions will survive any termination or expiration of the Master Agreement: sections 1, 2.7, 2.8, 2.10, 2.12, 3, 4, 5, 6, 7, 8, 9, and 10. 10.13 No Waiver. Any waiver of the provisions of the Master Agreement or of a party's rights or remedies under the Master Agreement must be in writing to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by either of the parties hereto of a breach or of a default under any of the provisions of the Master Agreement shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. Failure, neglect, or delay by a party to enforce the provisions of the Master Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under the Master Agreement and shall not in any way affect the validity of the whole or any part of the Master Agreement or prejudice such party's right to take subsequent action. 10.14 Entire Agreement The Master Agreement constitutes the parties' entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. Notwithstanding the precedence of this Master Agreement, any existing Customer License Metrics shall continue unless new License Metrics are identified in a Quote. No modification to the Master Agreement will be binding unless in writing and signed by an authorized representative of each party. 10.15 Third Party Beneficiaries. All rights and benefits afforded to SirsiDynix under the Master Agreement shall apply equally to the owner of the Third Party Products with respect to the Third Party Products, and such third party is an intended third party beneficiary of the Master Agreement, with respect to the Third Party Products. 10.16 Governing Law and Venue. The Master Agreement shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the state or federal courts located in Utah to whose exclusive jurisdiction the parties hereby consent. In addition, the Customer hereby waives any objection the customer may have based upon lack of personal jurisdiction, improper venue and/or "forum non conveniens". 10.17 Application of Laws. The parties agree that this contract is not a contract for the sale of goods; therefore, the Master Agreement shall not be governed by any codification of Artide 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act ("UCITA"), or any references to the United National Convention on Contracts for the Intemational Sale of Goods. 10.18 Counterparts. The Master Agreement and each Schedule may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Master Agreement. and that facsimile, electronic Confidential SirsiDynix File: and/or .pdf scanned copies of signatures shall be as effective and binding as original signatures. 40.49 Headings and Drafting. The headings in the Master Agreement shall not be used to construe or interpret the Master Agreement. The Master Agreement shall not be construed in favor of or against a parry based on the originator of the document. GC# 40.20 Attorney's Fees. In the event a party seeks and obtains a remedy in the courts for its rights under this Master Agreement, the prevailing party in such litigation shall be entitled to its reasonable attorney's fees and cost. END OF MASTER AGREEMENT [CUSTOMER NAME] [CUSTOMER ADDRESS] Sirsi Corporation SirsiDynix Technology Centre 3300 N. Ashton Blvd. — Suite 500 Lehi, UT 84043 Sign: Sign: Print Name: Print Name: Title: Title: Date: Date: Customer Initial and Date: Page 6 of 7 Confidential ish 5irsiDynix 18-39 File: Exhibit A - DEFINITIONS "Circulation" means the checkout of a Library Item to a patron, the checkout of a Library Iters for the purpose of tracking in -library usage, the renewal of a Library Item, or an action functionally identical to any of the preceding acts. "Confidential Information" means information of SirsiDynix and/or its licensors includes but is not limited to the terms and conditions (but not the existence) of the Master Agreement, all trade secrets, software, source code, object code, specifications, as well as results of testing and benchmarking of the Software or other services, product roadmap, data and other information of SirsiDynix and its licensors relating to or embodied in the Software or Documentation, including but not limited to information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing party. SirsiDynix's placement of a copyright notice on any portion of any Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of SirsiDynix. Confidential Information does not include that the Customer uses SirsiDynix Products. "Content" means any information, data, text, software, music, sound, photographs, graphics, video messages or other material which Customer receives through a Subscription. "Customer Data" means any electronic data, information or material provided or submitted by Customer (including the Customer's patrons and users) to SirsiDynix through a Subscription or Services, or which Customer (including the Customer's patrons and users) enters into the Subscription or Services or has entered on its behalf, or which SirsiDynix is otherwise given access to under the Master Agreement. Customer Data does not include non -personally identifiable information aggregated by SirsiDynix. "Documentation" means the user instructions, release notes. manuals and on-line help files made available by SirsiDynix regarding the use of the applicable Product. "Effective Date" is defined in section 1.1. "Error" means a material failure of a Product to conform to its functional specifications described in the Documentation. "EULA" means the end user license agreement that accompanies the Third Party Product, which governs the use of or access by Customer to the applicable Third Party Product. "Go Live Date" means the date on which the Products are substantially ready for operational use for normal daily business. "Hardware" means the physical hardware and equipment manufactured by third party providers and sold to Customers by SirsiDynix. "Intellectual Property" means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patents rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which SirsiDynix has created, acquired or otherwise has rights in, and may, in connection with the performance of obligations hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in. "Internal Business Purposes" means Customer's internal use but does not include (1) sharing Confidential Information or Intellectual Property with third parties without SirsiDynix written consent or (2) integration of third parry Customer Initial and Date: Page 7 of 7 GC# products by any means into Software, Subscriptions or Subscription Software without additional SirsiDynix license. "License Metrics" means limits on Product usage as set forth in the Quote such as Titles, Circulation, Users, students, seats, and reports. "Maintenance" means the technical support and, with respect to Software, the provision of Updates for the level of support services purchased from SirsiDynix, all of which are provided under SirsiDynix's support policies in effect at the time the Services are provided, which may be modified from time -to -time by SirsiDynix in its sole discretion. A current version of such Support Policies can be found under "SirsiDynix Support Policies" (Document ID 125773) at http:llsupport.sirsidynix.com. "Operating Environment" means SirsiDynix-recommended hardware, operating system, middleware, database products and other software on which the Software will operate. "Professional Services" means data conversion, implementation, site planning, configuration, integration and deployment of the Software or Subscriptions, training, project management and other consulting services. "Products" means Software, Subscriptions, Subscription Software, Services and Hardware. "Protected Materials" means Software and work product provided by SirsiDynix under Services, Subscriptions, Subscription Software and SirsiDynix's or its licensors' Intellectual Property and Confidential Information. "Quote" is defined in Section 1.3. "Services" means those services provided or arranged by SirsiDynix including but not limited to specific SirsiDynix Products such as (i) Professional Services; and (ii) that part of Maintenance that is technical support, excluding the provision of Updates. "SirsiDynix Software" means each SirsiDynix-developed andlor SirsiDynix-owned software product in machine-readable object code (not source code), the Documentation for such product, and any Updates thereto. "Software" means the SirsiDynix Software and Third Party Software. "Subscriptions" means the provision of access by SirsiDynix or its hosting providers to Software and/or Content from a server farm that is comprised of application, data and remote access servers, including associated offline components including but not limited to cloud services and web access to Content. "Subscription Software" means Subscriptions hosted by Customer. Customer does not have a license in Subscription Software. "Tern" is defined in section 9.2. "Titles" means the number of unique records for an electronic, virtual, and/or physical item which may be used by a library patron, such as a bibliographic, MARC, visual material, serial or Dublin Core record, created on the Software or Subscription. Multiple items, representing either identical items or volumes in a set, may be included in a single Title. "Third Parry Products" means software or content including documentation and updates if any, owned by an entity other than SirsiDynix and provided by SirsiDynix in connection with Products. "Updates" means the error corrections, releases, updates, modifications or enhancements subsequently developed that SirsiDynix makes generally available to its customers as part of Maintenance on a when and if available basis. Updates exclude new products, modules, platform or functionality for which SirsiDynix charges a separate fee. "Users" means Customer's employees or agents who have been issued user names and passwords by Customer to use the Products. Each such User shall be one person, and user names and passwords cannot be shared or used by more than one person. Confidential SirsiDynix m EXHIBIT D End User License Agreement: Oracle SirsiDynix agrees to provide an embedded license for the Oracle softvn/are to Customer under the following +erms and conditions Customer agrees to be bound by the following terms of the embedded sublicense herein granted and Customer's execution of the body of the Agreement ss proof of such consent: 1) The Oracle software is subject to a restricted license and can only be used in conjunction synth the SirsiDynix Unicorn or Symphony Sohvare and inCustomer's internal business operations Customer is not permitted to modin/ the Oracle software 2) Customer may no[ (a) transfer the Oracle software from the Designated Equipment except for temporary transfer in the event of computer malfunction, (b) assign, give, or transfer the Oracle software andlor any services ordered or an interest in them to another individual or entity (and if Customer grants a security interest in the Oracle software and/or any services, the secured party has no right to use or transfer the programsandlor any services), or (c) permit iimeshanng, service bureau, subscription service, or rental use of the Oracle software 3) Customer acknowledges that title to the Oracle software does not pass to Customer 4) Customer shall not reverse engineer (unless required by law for interoperabifity), disassemble or ecompile the Orate software and shall not duplicate the Oracle software. 5) The Oracle software shall operate in all material respects as described in the applicable program documentation for one year after delivery Customer must notify SirsiDynix of any Oracle program warranty deficiency within one year after delivery THE ORACLE SOFTWARE IS NOT GUARANTEED TO PERFORM ERROR -FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED, TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S EXCLUSIVE REMEDY FOR A BREACH OF WARRANTY SHALL BE CORRECTION OF THE PROGRAM ERROR(S) OR, IF THE ERROR(S) CANNOT BE CORRECTED, A REFUND OF THE ORACLE LICENSE FEES FOLLOWING TERMINATION OF THIS END USER LICENSE. 6) ORACLE SHALL HAVE NO LIABILJTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR (A) .ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, AND (B) ANY LOSS OF PROFITS REVENUE, DATA OR DATA USE, ARISING FROM THE USE OF THE ORACLE SOFTWARE. 7) At the termination of the Agreement, Customer shall discontinue use and destroy or return to SirsiDynix all copses of the Oracle software and documentation 8) Customer shall not publish of any results of benchmark tests run on the Oracle software 9) Customer shall comply fully with alt relevant expose laws and regulations of the United States and other applicable export and import !aws to assure that neither the Oracle soiffimare nor any direct product thereof, are exported, directly or indiractly, in violation of applicable laws 10) Customer hereby authorizes SirsiDynix to audit Customer's use of the Oracle software and report such use to Oracle or assign Sirs0ynix's right to audit Customer's use of the programs to Oracle 11) Oracle is hereby designated a third party beneficiary of this end user license agreement 12) Application of the Uniform Computer Information Transactions :act is hereby expressly excluded from this and user license 13) Some portions of the Oracle software may include source code that Oracle may provide as part of its standard shipment of such programs, which source code shall be governed by the terms of the and user license agreement 14) Customer may permit agents or contractors to use the programs on its behalf for the purposes set forth in the and user license agreement, subject to the terms of this and user license agreement provided that Customar is responsible For such agents' and contractors compliance with the end user license agreement in such use 17).,Dracle 3rall have no obligation tJ perform, o ,ncur 3iiy liaoitity that ha3 not osen. a.tprasaly Si3ded !n. :his EUL,A 151 Third party recnnoiogy That may be appropriate or 'ieressanl for use ,with some Dracte .programs is 3pecs'riecl in the apoucation packgga documentation, or it has been notified by SirsiDynix Such third party technology is licensed to the end user only For use with the applccation package _under the terms of the third party license agreem=ent specified n the application package dOrllmaniatiOn or as othenvise notified by SirsiDynix, and! ilei under the terms of the and user License agreement \'t 18-41 EXHIBIT E INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Sirsi's indemnification of City, and prior to commencement of Work, Sirsi shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Sirsi agrees to provide insurance in accordance with requirements set forth here. If Sirsi uses existing coverage to comply and that coverage does not meet these requirements, Sirsi agrees to amend, supplement or endorse the existing coverage. 2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A - (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Sirsi shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Sirsi shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Sirsi performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Sirsi shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Sirsi shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Sirsi arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Page E-1 18-42 D. Professional Liability (Errors & Omissions) Insurance. Sirsi shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Sirsi agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Sirsi performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Page E-2 18-43 A. Evidence of Insurance. Sirsi shall provide certificates of insuranceto City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Sirsi sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Sirsi, City and Sirsi may renegotiate Sirsi's compensation. C. Enforcement of Agreement Provisions. Sirsi acknowledges and agrees that any actual or alleged failure on the part of City to inform Sirsi of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Sirsi maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Sirsi. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Sirsi or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Sirsi's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Sirsi or reimbursed by Sirsi upon demand. Page E-3 18-44 G. Timely Notice of Claims. Sirsi shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Sirsi's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Sirsi's Insurance. Sirsi shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Page E-4 18-45 EXHIBIT F SirsiDynix's Proposal submitted in response to City's RFP [Incorporated herein by reference.] EXHIBIT G City's Request for Proposal [Incorporated herein by reference.] 18-47