R14-115 ii
1 RESOLUTION NO. R14 -115
21
3' A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING FIVE (5) YEAR MASTER AGREEMENT
5 ' BETWEEN SIRSIDYNIX AND THE BOYNTON BEACH LIBRARY
6 AS A MEMBER OF COALA (COOPERATIVE AUTHORITY FOR
7 ! LIBRARY AUTOMATION) FOR THE OPERATIONS OF A
8 ( SHARED LIBRARY AUTOMATION SYSTEM; AUTHORIZING
9 i THE CITY MANAGER TO SIGN THE MASTER AGREEMENT;
10 AND PROVIDING AN EFFECTIVE DATE.
11
12 { WHEREAS, the Boynton Beach City Library is a member of COALA, along with
13 t four other public library members; and
14 WHEREAS, these five municipal libraries save taxpayer dollars by sharing the
15 ; costs of the SirsiDynix Symphony database system; and
16 WHEREAS, COALA has used SirsiDynix services since 1984 and would like to
17 continue with a new five year Master Agreement; and
18 WHEREAS, City staff is recommending approval of the five (5) year Master
19 J Agreement between SirsiDynix and the Boynton Beach City Library for the operations of
20 a shared library automation system.
211 i NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
22 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
23, { Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
1 I
24 being true and correct.
25 ! Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
26 1 approves the five (5) year Master Agreement between SirsiDynix and the Boynton Beach
1
271 ( City Library, as a member of COALA, for the operations of a shared library automation
281 system and authorizes the City Manager to sign the Master Agreement, a copy of the
29 Agreement is attached hereto as Exhibit "A ".
3
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1 ! Section 3. That this Resolution shall become effective immediately.
2 I PASSED AND ADOPTED this 18 day of November, 2014.
31 CITY OF BOYNTON BEACH
4
5 —
6 sue, �7, c/ I - --
7 Ms or — Jer Taylo
8
11 ' Vi.- Mayor — Joe Casello
12
13
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14 ■ w
15 E Cs done — David T. Merker
1 6 ,,/jam
18 i _....•_�, ■
19 ' . mmissione ack McC
20 ,
21 `
22 1 k Arg/A
23 Commissioner Michael M. F zpat ick
24 ATTEST:
25
26
28 \- tY)• PILOLLALACH
29 Jan M. Prainito, MMC
30 `"City Clerk
32 GPI Y 0
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33 Y Y.
34 ( • Seal) aw r. !
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DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA ' 1 /f/
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File: COALA Consortium GC#331022
LONG TERM AGREEMENT
BETWEEN
COALA CONSORTIUM
AND SIRSIDYNIX
1. PURPOSE AND SCOPE except temporarily during the process of platform migration. 2.2.3
1.1 Parties and Effective Date. This Long Tenn Agreement (the "Master Customer shall use the Third Party Products solely in conjunction with the
Agreement) Is entered Into between Sirs! Corporation dba SirsiDynix r t tx Software and Customer shall have no broader rights with
(" SirsiDynlx") and the customer Identified in the signature block below respect to the Third Party Products than it has to the / v al e ynix Software.
("Customer'), with effect on the date of the last signature below S siDinix may add and /or substitute functionally equivalent products for
("Effective Date. any third party items in the event of product unavailability, end -of -life, or
changes to software requirements.
1.2 Purpose. This Master Agreement establishes the general terms and 2.3.1 Subscriptions. For Subscriptions purchased by Customer, and
conditions to which the parties have agreed with respect to the provision of subject to the terms and conditions of this Master Agreement Including
Products by SirsiDynix to Customer. Additional terms for the purchase of a without limitation the restrictions set forth in Sections 2.7 and 2.9 and
specific Product are set forth In the Quote(s). By signing below, the parties timely payment of the applicable fees, SirsIDynix grants to Customer the
acknowledge receipt of and agree to be bound by the terms and conditions right to access and use the Subscription identified in the Quote solely for
of this Master Agreement and the Quote(s) for Products purchased by Internal Business Purposes and to use the Documentation in connection
Customer. All pre-printed or standard terms of any Customer purchase with such access and use for the Term. SirsiDynix shall use commercially
order or other business processing document shall have no effect. reasonable efforts to make the Subscription Services available 24x7,
1.3 Incorporation of Quotes. "Quote" means the document(s), regardless except for scheduled downtime events, or emergency downtime events, or
of actual name, executed by the parties which is incorporated by reference Internet service provider failures or delays. SirsiDynix will use
Into the terms of this Master Agreement, and describes order - specific commercially reasonable efforts to perform scheduled downtime events
information, such as description of Product ordered, License Metrics, fees, outside of normal business hours. Customer acknowledges that the
statements of work, exhibits and milestones. At any time after execution of Subscription Services may be subject to limitations, delays, and other
the Master Agreement and the initial Quote, Customer may purchase problems inherent in the use of the Internet and electronic
additional Products or otherwise expand the scope of existing licenses or communications. SirsiDynix is not responsible for any delays, delivery
Subscriptions granted under a Quote, upon SirsiDynix receipt and failures, or other damage resulting from such problems. 2.3.2 Customer Is
acceptance of a new Quote specifying the foregoing. solely responsible for obtaining and maintaining at its own expense, all
1.4 Incorporation of EULAs. Customer's use of any Third Party Products equipment that may be needed to access Subscriptions, including without
licensed hereunder or incorporated in the Products may be subject to, and limitation, Internet connections. Customer understands that Subscription
Customer shall sign and comply with, any applicable EULAs. communications may traverse an unencrypted public Internet connection
1.5 Order of Precedence. To the extent any terms and conditions of this and that use of the Internet provides the opportunity for unauthorized third
Master Agreement conflict with the terms and conditions of a Quote, the
parties to illegally gain access to Customer Data. Accordingly, f SirsiDynix
mation
terms and conditions of the Master Agreement shall control, except where does not guaranty the privacy, security or authenticity of any Information
the Quote expressly states the Intent to supersede a specific portion of the transmitted over or stored in any system connected to the Internet. 2.3.3
Master Agreement. To the extent any terms and conditions of this Master Customer is responsible for maintaining the confidentiality of all passwords
Agreement conflict with the terns and conditions of an EULA, the terms and for ensuring that each password is used only by the authorized user.
and conditions of the EULA shall control. Customer Is responsible for all activities that occur under Customer's
account. Customer agrees to immediately notify SirsiDynix of any
2. PRODUCTS USE RIGHTS; TITLE unauthorized use of Customer's account or any other breach of security
2.1 Generally. Customer's purchase of Products under this Master known to Customer. SirsiDynix shall have no liability for arty Toss or
Agreement may include from time- to-time Software, Subscriptions, damege arising from Customer's failure to comply with these requirements.
Services, and/or Hardware. The following provisions under this Section 2 2.3.4 Customer shall be solely responsible for the accuracy, quality,
apply if relevant to the type of Product purchased pursuant to a Quote. Integrity and legality of Customer Data and of the means by which it
acquired Customer Data. Customer acknowledges and agrees that
2.2.1 Software License. Subject to the terms and conditions of this Master
Agreement including without limitation the restrictions set forth in Section data does om not monitor or police the content Subscriptions, t hf communications d
2.7 and Section 2.9 and timely payment of the applicable fees, SirsiDynix data Si Customer shall its not users transmitted
esp s through
for the the content o f a os, uch
hereby grants to Customer a limited, non- exclusive, non - transferable and that uric y sha not responsible for shall content Subscriptions
any such
perpetual (subject to SlrsiDynix termination rights pursuant to this Master communications authorized rid ad l oga purposes, shall n with Subscriicae
Agreement) license to install, run and use the Software Identified In the laws and r for transmissions. gu a tions . e and legal purposes, cposisteor upload with all applicable
r
co
() laws and regulations. Customer agrees not to post or upload any content
Quote in the Operating Environment solely for Internal Business Purposes, or data which (a) is libelous, defamatory, obscene, pomographic, abusive,
and (ii) use the Documentation In connection with such use of the harassing or threatening; (b) contains viruses or other contaminating or
Software. Customer may not make copies of the Software except a destructive features; (c) violates the rights of others, such as data which
reasonable number of machine - readable copies solely for internal backup infringes on any intellectual property rights or violates any right of privacy
or archival purposes. All Intellectual Property rights notices must be or ublici
p ty; (d) constitutes sensitive personal information such as social
reproduced and included on such copies. Customer shall maintain security numbers, credit card Information, Of drivers license numbers; or
accurate and up-to-date records of the number and location of all copies of (e) otherwise violates any applicable law. Customer further agrees not to
the Software and inform SirsiDynix in writing of such upon request. 2.22 interfere or disrupt networks connected to the Subscriptions, not to
Unless otherwise set forth in a Quote, the Software shall not be interfere with another customer's use and enjoyment of similar services
simultaneously loaded and operated on more than one hardware platform, and to comply with all regulations, policies and procedures of networks
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Customer Initial and Date:l =i� t g f a J K { �� ��� AK
S1PfC Confidential
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connected to the Subscriptions. SirsiDynbc may remove any violating service requests are deemed excessive as a result of Insufficient training,
content posted or transmitted on or through the Subscriptions, without at SirsiDynix's discretion.2.5.9 In the event Customer does not renew
notice to Customer. SirsiDynix may suspend or terminate any user's Maintenance and subsequently desires to reinstate Maintenance, a
access to the Subscriptions upon notice in the event that SirsiDynix reinstatement fee shall be assessed equal to 120°% of the aggregate
reasonably determines that such user has violated these terms and Maintenance fee that would have been payable during the period of lapse.
conditions. 2.3.5 The provision of third party Subscriptions is subject to 2.5.10 For Software licenses and Subscription Software, Customer is
availability from third party providers and SirsiDynix shall have no liability solely responsible for the installation of Updates and agrees to (i) meet the
should such Subscription become unavailable for any reason or is no Update standard set forth in the SirsiDynix Support Policies referenced in
longer available under reasonable commercial terms. 2.3.6 In the event the definition of Maintenance and (Ii) maintain the Operating Environment.
that Customer is locally hosting Subscription Software, SirsiDynix hereby With respect to Subscriptions, SirsiDynix Is responsible for the
grants to Customer, subject to the terms and conditions of this Master Implementation of Updates and shall no longer provide access to any
Agreement including without limitation the restrictions set forth in Section previous release upon the date SirsiDynix migrates to a new Update for
2.7 and Section 2.9 and timely payment of the applicable fees, a limited, production use In SirsiDynix's hosted environment.
non - excluslve, non - transferable grant of use to locally Install and use the 2.6.1 Hardware and Hardware Maintenance. Title to the Hardware
Subscription Software solely for Customer's Internal business purposes. Identified in the Quote, if any, shall pass to Customer on SksiDynlx's
The grant of use for Subscription Software is eel a license and remains in placement of the Hardware with a common carrier or licensed trucker,
effect only while Customer is timely paying its Subscription fees to which shall constitute delivery to Customer. Thereafter Customer will be
SirsiDynix. If Customer fails to timely pay Subscription fees, Customer responsible for risks of loss or damage, except for loss or damage caused
must immediately discontinue use of and certify to SirsiDynix the removal by SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not
of Subscription Software. provide support for Hardware unless Customer purchases any available
2.4.1 Services. Services are described in the Quote. SirsiDynix shall be maintenance associated with such Hardware. Such Hardware
responsible for securing, managing, scheduling, coordinating and maintenance may be provided through a third party and is subject to that
supervising SirsiDynix personnel, including its subcontractors, in third party's standard terms, conditions and warranties, if any.
performing any Services. Any change to the scope of Services must be in 2.7 License Metrics. Customer may not use the Products in excess
writing signed by both parties. Once executed by both parties, a change of the License Metrics specified In the Quote. Additional License Metrics
shall become a part of the Quote. 2.4.2 Customer acknowledges and and associated Maintenance must be purchased at the pricing In effect at
agrees that SirsiDynix performance Is dependent upon the timely and the time the additional License Metrics are added in the event actual usage
effective satisfaction of Customer's responsibilities hereunder and timely exceeds the licensed quantity, prorated for the remainder of the then-
decisions and approvals of Customer in connection with the Services. current Term. The additional License Metrics purchased shall terminate on
SirsiDynix shall be entitled to rely on all decisions and approvals of the same date as the pre - existing Products. Prices are based on License
Customer. Customer's data must be provided to SirsiDynix In a format Metrics purchased and not actual usage. The number of License Metrics
reasonably approved by SirsiDynix or additional charges will apply. provided in the initial Quote is a minimum amount that Customer has
Customer shall be responsible for providing secured access to Customer's committed to for the Term and there shall be no fee adjustments or refunds
systems to SirsiDynix. SirsiDynix alone shall decide whether such access for any decreases in usage.
is sufficient for the performance of Services.
2.8 Reservation of Rights. All rights not expressly granted in the
2.5. Software Maintenance. 2.5.1 Subject to Customer's finely payment
Master Agreement are reserved by SirsiDynix and Its third party providers.
of applicable fees, SirsiDynix will provide during the Term Maintenance Customer acknowledges that: (i) all Software is licensed and not sold and
h main
services for the Software in accordance with the maintenance plan
all Subscriptions and Content are subscribed to and not sold; (ii) Customer
indicated In the Quote, provided however that with respect to Third Party acquires only the right to use the Protected Materials. SirsiDynix and its
Products, SirsiDynix's obligation to offer Maintenance is imifed to using third party providers retain sole and exclusive ownership and all rights,
commercially reasonable efforts to obtain Maintenance from the third party title, and Interest In, Including Intellectual Property embodied or associated
owner of such Software. Al licenses in Customer's possession must be with, the Protected Materials and all copies and derivative works thereof
supported under the same maintenance plan. 2.5.2 Updates are provided (whether developed by SirsiDynix, Customer or a third party); and (111) the
if and when available, and SirsiDynix is under no obligation to develop any Protected Materials, including the source and object codes, logic and
future programs or functionality. 2.5.3 SirsiDynix is under no obligation to structure, constitute valuable trade secrets of SirsiDynix and Its third party
provide Maintenance with respect to: (i) a Product that has been altered or providers. Customer agrees to secure and protect the Products consistent
modified by anyone other than SirsiDynix or Its licensors; (ii) a release for with the maintenance of SirsiDynix's and its third party providers' rights in
which Maintenance has been discontinued; (iii) a Product used other than the Products, as set forth In this Master Agreement.
in accordance with the Documentation or other than on the Operating
Environment; (iv) discrepancies that do not significantly impair or affect the 2.9 Restrictions. Unless specifically permitted or licensed by
operation of the Product; or (v) any systems or programs not supplied by SirsiDynix, Customer shall not itself, or through any affiliate, employee,
SirsiDynix. 2.5.4 For the avoidance of doubt, Updates provided under consultant, contractor, agent or other third party: (1) sell, resell, distribute,
Maintenance services are subsequent minor or maintenance releases to host, lease, rent, license or sublicense, in whole or in part, the Protected
the standard Products, excluding custom development or customizations Materials; (ii) decipher, decompile, disassemble, reverse assemble,
whether such customizations are performed by SirsiDynix or by Customer modify, translate, reverse engineer or otherwise attempt to derive source
or a third party. SirsiDynix reserves the right to charge Client for any code, algorithms, tags, specifications, architecture, structure or other
reintegration work required to make customizations compatible with future elements of the Protected Materials, including the license keys, in whole or
releases. 2.5.5 If ordered, Maintenance must be ordered for all Software In part, for competitive purposes or otherwise; (111) allow access to, provide,
and all associated License Metrics licensed by Customer. Customer may divulge or make available the Protected Materials to any user other than
not purchase or renew Maintenance for a subset of its icenses only. 2.5.6 Customer's employees and independent contractors who have a need to
If an Error was corrected or Is not present in a more current release of the such access and who shall be bound by a nondisclosure agreement with
Product, SirsiDynix shall have no obligation to convict such Errors in prior provisions that are at least as restrictive as the terms of this Master
releases of the Software. 2.5.7 Fees for Maintenance Services do not Agreement (except the Customer may grant access to public access
include implementation, training and other Professional Services. 2.5.8 It is catalogs to library users, other libraries, and third party entities); (iv) write
Customer's responsibility to ensure that all appropriate users receive initial or develop any derivative works based upon the Protected Materials; (v)
training services sufficient to enable Customer to effectively use the modify, adapt, translate or otherwise make any changes to the Protected
Software. Failure to do so could result in additional Maintenance fees if Materials or any part thereof, (vi) use the Protected Materials to provide
A Ds pDS DS ,---DSS
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SirsiDynix
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processing services to third parties, or otherwise use the same on a rates published by the U.S. General Services Administration. Airfare for
'service bureau' basis; (vim) disclose or publish, without SirsiDyntx's prior SirsiDynix personnel shall be at reasonable, coach rates.
written consent, performance or capacity statistics or the results of any 4. CONFIDENTIALITY
benchmark test performed on the Protected Materials; or (viii) otherwise 4.1 Non - Disclosure. Each party will protect the other party's
use or copy the Protected Materials except as expressly permitted herein. Confidential Information from unauthorized dissemination and use the
2.10 Customer Data. SirsiDynix disclaims ownershlp of any and all same degree of care that each such party uses to protect its own
Customer Data, all bibliographic, authority, item, fine, patron, and other confidential information, but In no event less than a reasonable amount of
data loaded to, created and/or entered into Customer's database or care. Neither party will use Confidential Information of the other party for
supplied to SirsiDynix by Customer. Notwithstanding Customer's purposes other than those necessary to directly further the purposes of the
ownership of Customer Data, at the end of the Term SirsiDynix shall only Master Agreement. Neither party will disclose to third parties Confidential
be obligated to provide to Customer extractable Customer Data at no Information without prior written consent of the other party.
additional charge in a supported MARC and /or ASCII delimited format 4.2 Exceptions. information shall not be considered Confidential
SirsiDynix shall have the right to aggregate and retain non - personally
identifiable data. Information to the extent, but only to the extent, that the receiving party can
establish that such information (1) is or becomes generally known or
2.11 License Grant by Customer. Customer grants to SirsiDynix a available to the public through no fault of the receiving party; (11) was In the
non - exclusive, royalty-free license, to use equipment, software, Customer receiving party's possession before receipt from the disclosing party; (iii) is
Data or other material of Customer solely for the purpose of performing lawfully obtained from a third party who has the right to make such
SIrsiDynbc's obligations under the Master Agreement. disclosure on a non - confidential basis; (iv) has been independently
2.12 Enforcement. Customer shall (1) ensure that all users of the developed by one party without reference to any Confidential Information
Products comply with the terms and conditions of the Master Agreement, of the other, (v) is information aggregated by SirsiDynix that no longer
(ii) promptly notify SirsiDynix of any actual or suspected violation thereof contains any personally identifiable information; or (vi) is required to be
and (iii) cooperate with SirsiDynix with respect to investigation and disclosed by law provided the receiving party has promptly notified the
enforcement of the Master Agreement. disclosing party of such requirement and allowed the disclosing party a
3. FINANCIAL TERMS reasonable time to oppose such requirement. The parties acknowledge
3.1.1 Fees and Payment Terms. The Customer is responsible for the that Customer may be subject to freedom of information legislation and
Ym further acknowledges that such legislation may take precedence over the
payment of the fees and other charges as specified in the Quote. Each confidentiality provisions of this section as they apply to Customer. No part
member of the cooperative shall be responsible for a portion of each of this Agreement shall be interpreted as prohibiting the release of any
invoice as follows (fees are exclusive of, and Customer Is responsible for, data when such a release is required by a State or Federal law then in-
shipping costs): force.
Member Name Percentage of Responsibility 5. PRIVACY
Boynton Beach Public Library 29% Customer represents and warrants that before providing personally
identifiable information to SirsiDynix or its agents, it will comply with any
Delray Beach Public Library 29% laws applicable to the disclosure of personally identifiable Information,
including providing notices to or obtaining permission from third parties to
Lake Park Public Library 14 % allow sharing of their personally identifiable information with SirsiDynix
Palm Springs Public Library 14% under the Master Agreement. Customer will Indemnify SirsiDynix for any
breach of this representation and warranty. No personally Identifiable
North Palm Beach Public Library 14% information will be disseminated by SirsiDynix to any third parties, except
as consented to by Customer or required by law.
Subject to the provisions of the Quote, SirsiDynix may annually increase 6. INDEMNIFICATION
the fees of Subscription, Subscription Software and /or Maintenance upon
30 days written notice in advance. Invoices become past due 30 days after 6.1.1 By SirsiDynix. SirsiDynix will defend or settle, at its option and
the invoice date. Interest accrues on past due balances at the higher of expense, any action, sult or proceeding brought against Customer that the
1Y2% per month or the highest rate allowed by law. If Customer fails to SirsiDynix Software (excluding Content and Third Party Products) infringe
make payments of any amount due under the Master Agreement, a third party's USA patent, registered copyright, or registered trademark
SIrsIDynix will be entitled to suspend its performance upon ten (10) days ("Claim"). SirsiDynix will indemnify Customer against all damages and
written notice to Customer. 3.1.2 Unless expressly provided otherwise, costs finally awarded which are attributable exclusively to such Claim,
amounts paid or payable for Software, Subscriptions, Subscription provided that Customer: (i) promptly gives written notice of the claim to
Software and Hardware are not contingent upon the performance of any SirsiDynix; (ii) gives SirsiDynix sole control of the defense and settlement
Services. of the Claim; (111) provides SirsiDynix, at SirsiDynbc's expense, with all
3.2 Taxes. Customer agrees to pay any sales tax arising out of the available information and assistance relating to the Claim and cooperates
Master Agreement, other than those based on SlrsiDynix's net income. if with SirsiDynix and its counsel; (Iv) does not compromise or settle such
Customer is tax- exempt, Customer agrees to send SirsiDynix a copy of its Claim; and (v) is not In material breach of any agreement with SirsiDynix.
tax - exempt certificate upon execution of the Master Agreement. Customer 6.1.2 SirsiDynix has no obligation to the extent any Claim results from: (1)
agrees to indemnify SirsiDynix from any liability or expense Incurred by Customer having modified the SirsiDynix Software or used a release other
SirsiDynix as a result of Customer's failure or delay in paying such sales than the most current unaltered release of the SirsiDynix Software, If such
tax due. an infringement would have been avoided by the use of such current
unaltered release, (11) Third Party Products and/or Content, or (iii) the
3.3 No Contingencies. Customer agrees that its purchases hereunder combination, operation or use of the SirsiDynix Software with software or
are neither contingent on the delivery of any future functionality or features data not provided by SirsiDynix. 6.1.3 If It Is adjudicated that the use of the
nor dependent on any oral or written comments made by SirsiDynix SirsiDynix Software in accordance wtth the Master Agreement infringes
regarding future functionality or features. any USA patent, registered copyright, or registered trademark, SirsiDynix
3.4 Travel Expenses. Unless otherwise noted within the Quote, travel shall, at its option: (I) procure for Customer the right to continue using the
expenses will be billed separately at actual cost. Costs associated with Infringing SirsiDynix Software; (11) replace or modify the same so it
travel by SirsiDynix personnel shall not exceed the then - present per diem becomes non - infringing; or (iii) Customer will be entitled to an equitable
,-DS ,-DS DS
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SirsiDynix
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adjustment in the fees paid for the affected SirsiDynix Software. THIS ERROR -FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING
SECTION STATES SIRSIDYNIX'S ENTIRE OBLIGATION TO FROM STATUTE, COURSE OF DEALING, COURSE OF
CUSTOMER AND CUSTOMERS SOLE REMEDY FOR ANY CLAIM OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR
INFRINGEMENT. INFORMATION GIVEN BY SIRSIDYNIX, ITS AFFILIATES,
7. WARRANTIES; REMEDIES; DISCLAIMERS CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY
7.1 SirsiDynix Software. 5irsiDynix warrants that, for a period of 90 days WARRANTY PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES
THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE
from the Go Live Date, the SirsiDynix Software, as updated by SirsiDynix OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO
and used in accordance with the Documentation and in the Operating CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN
Environment, will operate in all material respects in conformity with the ACCESS TO THE SERVICES AND CUSTOMER DATA AND THAT NO
Documentation. FORM OF ENCRYPTION IS FOOL PROOF. ACCORDINGLY,
If SirsiDynix Software does not perform as warranted, SirsiDynix shall use SIRSIDYNIX CANNOT AND DOES NOT GUARANTEE THE PRIVACY,
commercially reasonable efforts to correct Errors. As Customer's exclusive SECURITY OR AUTHENTICITY OF ANY INFORMATION SO
remedy for any claim under this warranty, Customer shall promptly notify TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO
SirsiDynix in writing of its claim. Provided that such claim is reasonably THE INTERNET.
determined by SirsiDynix to be SirsiDynix's responsibility, SirsiDynix shall, 8. EXCLUSION AND LIMITATION OF LIABILITY
within ninety (90) days of its receipt of Customer's written notice; (i) correct 8 1 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S
such Error; (ii) provide Customer with a plan reasonably acceptable to TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER
Customer for correcting the Error; or (iii) if neither (i) nor (ii) can be
accomplished with reasonable commercial efforts from SirsiDynix, then THE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY
SirsiDynix or Customer may terminate the affected SirsiDynix Software CUSTOMER OR ANY THIRD PARTIES UNDER THE MASTER
license and Customer will be entitled to an equitable adjustment in the fees AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 6
paid for the affected SirsiDynix Software at SirsiDynix's discretion. The (Indemnification), WILL BE LIMITED TO THE FEES PAID BY CUSTOMER
preceding warranty cure shall constitute SirsiDynix's entire liability and DURING THE PREVIOUS 12 MONTHS FOR THE PRODUCT WHICH IS
Customer's exclusive remedy for cure of the warranty set forth herein. THE SUBJECT MATTER OF THE CLAIM.
7.2 SirsiDynix Subscriptions. SirsiDynix warrants that Subscriptions, as 8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER FOR
used in accordance with the Documentation, will operate in all material ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE,
respects in conformity with the Documentation. TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME,
7.3 Exclusions. SirsiDynix is not responsible for any claimed breach of GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE),
any warranty caused by: (i) modifications made to the SirsiDynix Software WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
by anyone other than SirsiDynix; (ii) the combination, operation or use of WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
the SirsiDynix Software with any items that are not part of the Operating OR OTHERWISE, WHETHER OR NOT SIRSIDYNIX HAS PREVIOUSLY
Environment; (iii) Customer's failure to use any new or corrected releases BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
of the SirsiDynix Software made available by SirsiDynix; (Iv) SirsiDynixs
8.3 NO CLAIM ARISING OUT OF THE MASTER AGREEMENT,
adherence to Customer's specifications or instructions; or (v) Customer REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE
deviating from the operating procedures described in the Documentation. THAN TWO YEARS AFTER THE CAUSE OF ACTION ARISES.
7.4 Third Party Products. SirsiDynix warrants that It is an authorized 9 TERM AND TERMINATION
distributor of the Third Party Product and that with the execution of this
Master Agreement and the applicable EULA, Customer will have the right 9.1 Term of Master Agreement. Subject to Section 10.12 below, the
to use such Product in accordance with the terms and conditions of the term of this Master Agreement shall commence on the Effective Date and
terms of thls Master Agreement and the applicable EULA. SIRSIDYNIX shall continue in full force and effect until the expiration or termination of all
MAKES NO OTHER WARRANTY WITH RESPECT TO ANY THIRD Quotes, unless otherwise terminated earlier as provided hereunder.
PARTY PRODUCTS. CUSTOMER'S SOLE REMEDY WITH RESPECT 9.2 Product and Services Term. The respective initial term of
TO SUCH THIRD PARTY PRODUCTS SHALL BE PURSUANT TO THE Software Maintenance, Hardware Maintenance, Subscriptions, and
ORIGINAL LICENSOR'S WARRANTY, IF ANY, TO SIRSIDYNIX, TO THE Subscription Software as applicable, is specified in the Quote ( "Initial
EXTENT PERMITTED BY THE ORIGINAL LICENSOR. THIRD PARTY Term"). The Initial Term shall automatically renew for the same length as
PRODUCTS ARE MADE AVAILABLE BY SIRSIDYNIX ON AN AS IS, AS the Initial Term unless either party gives written notice 60 days prior to the
AVAILABLE" BASIS. end of any previous Term of its intention to terminate the Subscription or
7.5 Hardware. SirsiDynix warrants that It is an authorized distributor of the Maintenance service. The Initial Term and renewal terms are referred to as
Hardware. Hardware warranties shall be governed by the manufacturer's the "Term ".
warranty. SIRSIDYNIX MAKES NO WARRANTIES OF ANY KIND WITH 9.3.1 Termination. Either party may terminate the Master Agreement
RESPECT TO HARDWARE OR HARDWARE MAINTENANCE. immediately upon written notice If the other party commits a non -
CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH HARDWARE remediable material breach of the Master Agreement, or if the other party
OR HARDWARE MAINTENANCE SHALL BE PURSUANT TO THE fails to cure any remediable material breach or provide a written plan of
MANUFACTURER'S WARRANTY, IF ANY. cure acceptable to the non - breaching party within 30 days of being notified
7.6 Disclaimers. THE WARRANTIES SET FORTH IN THIS MASTER in writing of such breach. Where the non - breaching party has a right to
AGREEMENT ARE IN LIEU OF, AND SIRSIDYNIX, ITS LICENSORS terminate the Master Agreement, the non - breaching party may at its
AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT discretion terminate the Master Agreement or the applicable Quote.
PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR Quotes that are not terminated shall continue in full force and effect under
IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) the terms of this Master Agreement 9.3.2 Following termination of the
ANY WARRANTY THAT ANY PRODUCT IS ERROR -FREE OR WILL Master Agreement, Customer agrees to certify that it has retumed or
OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE destroyed all copies of the applicable Product and Confidential Information
CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF and acknowledges that its rights to use the same are relinquished. 9.3.3
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND Fees. Customer acknowledges that, based on Customer's willingness to
NON - INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT OR purchase Products for the Term, SIrsIDynlx has provided Customer with
THIRD PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND Products and Services at rates that represent a substantial discount from
r— DDSS -DS DS ( DS
Customer Initial and Date: 44. \ "L 1 Z- (� vJ J /e7 pK I 2P1r Confidential
Page 4 of 8 l .- iDylliX.
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File: COALA Consortium GC#331022
the rates that SirsiDynix would otherwise charge, along with certain other hereunder on behalf of the US Government with U.S. Government federal
free or substantially discounted products or services. Customer therefore funding, notice is hereby given that the Software is commercial computer
agrees that it is reasonable for Customer to pay a fee to SirsiDynix in the software and documentation developed exclusively at private expense and
event of early termination for any reason, which becomes effective upon is furnished as folows: "U.S. GOVERNMENT RESTRICTED RIGHTS.
any date prior to the end of the last year of the Initial Term or prior to the Software delivered subject to the FAR 52.227 -19. All use, duplication and
end of any renewal term. Such fee shall be equal to 50% of the remaining disclosure of the Software by or on behalf of the U.S. Govemment shall be
value of the then - current Term of the Products or Services, as applicable. subject to this Master Agreement and the restrictions contained in
Customer agrees that damages suffered by SIrsiDynix In the event of such subsection (c) of FAR 52.227 -19, Commercial Computer Software -
early termination are difficult or impossible to determine and that the above Restricted Rights (June 1987) ".
amount is intended to be a reasonable approximation of such damages 10.6 Export. Customer shall comply fully with all relevant export laws
and not a penalty. Customer agrees that it will pay such amounts within and regulations of the United States to ensure that the Software is not
thirty (30) days of any such early termination. Customer shall notify exported, directly or indirectly, in violation of United States law.
SirsiDynix In writing of its Intent to terminate not less than sixty (60) days
prior to the date of termination and Customer shall not be eligible for any 10.7 Non- sollcitation. During the term of this Master Agreement and
pro -rata credit or refund for unused partial year fees paid. 9.3.4 Non- for a period of one year following its termination, neither party will solicit for
Appropriation of Funds. If for any given fiscal year the library loses all employment directly or through other parties, without the other party's
funding, the Master Agreement will be suspended at no penalty to written permission, any individual employed by the other party, provided
Customer, upon SirsiDynix's receipt of written notice ninety (90) days prior however that the hiring of individuals responding to general public
to the renewal period. Such notice will not relieve Customer of payments marketing and recruiting advertisements and events shall not be a violation
then owing. Customer shall not purchase similar materials, supplies, of this provision; only alive, targeted solicitation is prohibited.
services, or items of equipment during the anticipated life of the terminated 10.8 Compliance. During the term of this Master Agreement and for a
Master Agreement without notification to SirsiDynix and reinstatement of period of one year following its termination, SirsiDynix shall have the right
the terminated Master Agreement. to verify Customer's full compliance with the terms and requirements of the
9.4. Suspension. SirsiDynix will be entitled to suspend any or all Master Agreement. If such verification process reveals any noncompliance
performance upon 10 days written notice to Customer In the event by Customer, Customer shall reimburse SirsiDynix for the reasonable
Customer is in breach of the Master Agreement. Further, SirsiDynix may costs and expenses of such verification process Incurred by SirsiDynix
suspend Customer's use of and access to all or a portion of the
�� Nmiled to reasonable attorneys' fees) ,end Customer
Subscriptions If, and so long as. in SirsiDynix's sole judgment, there is a shall promptly cure any such noncompliance; provided, however, that the
security risk created by Customer that may Interfere with the proper obligations under this section do not constitute a waiver of SirsiDynix's
continued provision of services or the operation of SirsiDyntx's network or termination rights and do not affect SirsiDynix s right to payment for
systems. SirsiDynix may impose an additional charge to reinstate service Products and interest fees related to usage in excess of the License
following such suspension. Metrics.
10. GENERAL PROVISIONS 10.9 Notices. Any notice required or permitted to be sent under the
Master Agreement shall be delivered by hand, by ovemight courier, by
10.1 Force M ajeure. The parties will exercise every reasonable effort to email to SirsiDynix at lestal(asirsidynix.com, or by email to Customer at
meet their respective obligations hereunder but shall not be liable for any current Customer email address routinely used by SlrslDynix, or by
delays resulting from force majeure or other causes beyond their registered mail, retum receipt requested, to the address of the parties set
reasonable control, including but not limited to power outages or failure of forth in the Master Agreement or to such other address of the parties
third party service providers. This provision does not relieve Customer of designated In writing In accordance with this subsection .
its obligation to make payments then owing.
10.10 Relationship. The Master Agreement is not intended to create a
10.2 Assignment SirsiDynix may assign the Master Agreement and all
partnership, franchise, joint venture, agency, or a fiduciary or employment
of Its rights and obligations herein without Customer's approval to Its relationship. Neither party may bind the other party or act in a manner
parent company or other affiliated company, to a successor by operation of which expresses or implies a relationship other than that of independent
law, or by reason of the sale or transfer of all or substantially all of its stock contractor.
or assets to another entity. Neither party may otherwise assign or transfer 10.11 Invalidity. If any provision of the Master Agreement shall be held
the Master Agreement without the prior written consent of the other party,
which shall not be unreasonably withheld. Notwithstanding the above, to be Invalid, Illegal or unenforceable, the validity, legality and
SirsiDynix may fulfill Its obligations hereunder through its affiliated enforceability of the remaining provisions shall not in any way be affected
companies. or impaired.
10.3 Cooperation. Customer agrees to provide cooperation, which 10.12 Survival. The following provisions will survive any termination or
means assistance, Information, equipment, data, a suitable work expiration of the Master Agreement: sections 1, 2.7, 2.8, 2.10, 2.12, 3, 4, 5,
environment, timely access, and resources reasonably necessary to 6, 7, 8, 9, and 10.
enable SirsiDynix to perform any and all installation, implementation, and 10.13 No Waiver. Any waiver of the provisions of the Master Agreement
services required to fulfill its obligations hereunder including but not limited or of a party's rights or remedies under the Master Agreement must be in
to ensuring SirsiDynix has remote access. Failure to grant such writing to be effective. Any such waiver shall constitute a waiver only with
cooperation shall allow SirsiDynix to deem the Product purchased by respect to the specific matter described in such writing and shall In no way
Customer to be fully accepted and delivered. In the event any delay in impair the rights of the party granting such waiver in any other respect or at
implementing Products Is caused by Customer resulting in SirsiDynix any other time. The waiver by either of the parties hereto of a breach or of
incurring additional expenses, the Customer shall pay to SirsiDynix the a default under any of the provisions of the Master Agreement shall not be
amount of such additional expenses. construed as a waiver of any other breach or default of a similar nature, or
10.4 Delegation. SirsiDynix may subcontract or delegate any work as a waiver of any of such provisions, rights or privileges hereunder. The
under any Quote to any third party without Customer's prior written rights and remedies herein provided are cumulative and none is exclusive
consent, provided however that SirsiDynix shall remain responsible for the of any other, or of any rights or remedies that any party may otherwise
performance of any such subcontractors. 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,
10.5 Notice of U.S. Government Restricted Rights. If the Customer shall not be construed and shall not be deemed to be a waiver of such
hereunder Is the U.S. Govemment, or if the Software is acquired party's rights under the Master Agreement and shall not in any way affect
A DS DDS — DS (
Customer Initial and Date: ( x "1A _ \ 1 Li VJ S /e/7 / \ ` A 2.PK Confidential
•
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DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
4
File: COALA Consortium GC#331022
the validity of the whole or any part of the Master Agreement or prejudice shall be litigated in the state or federal courts located in Palm Beach
such party's right to take subsequent action. County Florida to whose exclusive jurisdiction the parties hereby consent.
10.14 Entire Agreement. The Master Agreement constitutes the parties' 10.17 Application of Laws. The parties agree that this contract is not a
entire agreement relating to its subject matter. It cancels and supersedes contract for the sale of goods; therefore, the Master Agreement shall not
all prior or contemporaneous oral or written communications, requests for be govemed by any codification of Article 2 or 2A of the Uniform
proposals, proposals, conditions, representations, and warranties, or other Commercial Code, or any codification of the Uniform Computer Information
communication between the parties relating to its subject matter as well as Technology Act ('UCITA'), or any references to the United National
any prior contractual agreements between the parties, Notwithstanding the Convention on Contracts for the International Sale of Goods.
precedence of this Master Agreement, any existing Customer License 10.18 Counterparts. The Master Agreement and each Schedule may be
Metrics shall continue unless new License Metrics are identified in a executed in one or more counterparts, each of which shall constitute an
Quote. No modification to the Master Agreement will be binding unless in enforceable original of the Master
writing and signed by an authorized representative of each party. Agreement, and that facsimile, electronic
and/or .pdf scanned copies of signatures shall be as effective and binding
10.15 Third Party Beneficiaries. All rights and benefits afforded to as original signatures.
SirsiDynix under the Master Agreement shall apply equally to the owner of 10.19 Headings and Drafting. The headings in the Master Agreement
the Third Party Products with respect to the Third Party Products, and such shall not be used to construe or interpret the Master Agreement. The
third party Is an intended third party beneficiary of the Master Agreement, Master Agreement shall not be construed In favor of or against a party
with respect to the Third Party Products. based on the originator of the document.
10.16 Governing Law and Venue. The Master Agreement shall be 10.20 Attorneys Fees. In the event a party seeks and obtains a remedy
governed by and construed in accordance with the laws of the State of In the courts for its rights under this Master Agreement, the prevailing party
Florida without giving effect to its principles of conflict of laws. Any dispute in such litigation shall be entitled to its reasonable attorney's fees and cost.
END OF MASTER AGREEMENT
COALA Consortium Sirsi Corporation
Boynton Beach City Library SirsiDynix Technology Centre
208 S. Seacrest Blvd. 3300 N. Ashton Blvd. — Suite 500
Boynton Beach, Florida 33435 Lehi, UT 84043
DocuSigned by:
Sign: dikil°4-4-4- ` �1 Sign:
/ `— C06930D711004F3
Print Name: /_ rt La (Prri firPi Print Name: 3 ' Scott Askew
&M Title: 441, -) Title: General Counsel
Date: / Date: uec -19 -2014 08:28 vi
COALA Consortium COALA Consortium
Lake Park Public Library Palm Springs Public Library
529 Park Ave 217 Cypress Way W
Lake Park, Florida 33403 Lake Worth, Florida 33461
DocuSigned by: ,— DocuSigned by:
Sign VAX- S• SWl p A,t f L•V• Sign: \-- �/�
A1C9768C4BAC477... A810388400B1413
Dale S. Sugerman, Ph.D. Ri chard J. Reade
Print Name: Print Name:
Title: Town Manager Title: Vi 11 age Manage r
Date: Dec -09 -2014 1 18:27 PT Date: Dec18 -2014 1 08:28 PT
g„
DS Ds , —DS DS
Customer initial and Date: \ z.,‘ .z..., l� S S ` pad P Confidential
Page 6of8
ti SirsiDynix
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
File: COALA Consortium GC#331022
SIGNATURES CONTINUED ON NEXT PAGE
COALA Consortium COALA Consortium
Delray Beach Public Library North Palm Beach Public Library
100 W Atlantic Ave 303 Anchorage Dr
Delray Beach, Florida 33444 North Palm Beach, Florida 33408
DocuSigned by: 7 ----- DocuSigned by:
Sign: AI,.ICoay.G[.c4. Sign �a,«� "17.
� F E F9D E 1 D5C9147F... "— E 1 A391 A4615C42F...
Print Name: Alan Kornbl au Print Name: James P. Kel 1 y
Title: Library Di rector Title: vi l l age Manager
uec -1 -Lu.L4 l ui:5i PI Dec -10 -2014 1 05:56 PT
Date: Date:
"—DS , —DS - - DS DS
Customer Initial and Date: 1 Z f P � / `! AK Confidential
•
Page 7 of 8 " "" �i" r �"^
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
4
File: COALA Consortium GCf1331022
xhibit A - DEFINITIONS party products by any means into Software, Subscriptions or Subscription
"Circulation" means the checkout of a Library Item to a patron, the Software without additional SirsiDynix license.
checkout of a Library Item for the purpose of tracking in- library usage, the "License Metrics" means limits on Product usage as set forth in the
renewal of a Library Item, or an action functionally identical to any of the Quote such as Titles, Circulation, Users, students, seats, and reports.
preceding acts. "Maintenance" means the technical support and, with respect to
"Confidential Information" means information of SirsiDynix and /or Its Software, the provision of Updates for the level of support services
licensors Includes but Is not limited to the terms and conditions (but not the purchased from SirsiDynix, all of which are provided under SirsiDynix's
existence) of the Master Agreement, all trade secrets, software, source support policies In effect at the time the Services are provided, which may
code, object code, specifications, as well as results of testing and be modified from time -to-time by SirsiDynix in its sole discretion. A current
benchmarking of the Software or other services, product roadmap, data version of such Support Policies can be found under " SirsiDynix Support
and other information of SirsiDynix and its licensors relating to or Polices' (Document ID 125773) at http: / /support.sirsidynix.com.
embodied in the Software or Documentation, including but not limited to "Operating Environment" means SirsiDynix- recommended hardware,
information designated as confidential in writing or information which ought operating system, middleware, database products and other software on
to be in good faith considered confidential and proprietary to the disclosing which the Software will operate.
party. SirsiDynbCs placement of a copyright notice on any portion of any "Professional Services" means data conversion, implementation, site
Software will not be construed to mean that such portion has been
published and will not derogate from any claim that such portion contains Planting. corrligiration, integration and deployment of the Sofwae er
proprietary and confidential information of SirsiDynix. Confidential Subscriptions, training, project management and other consulting services.
Information does not Include that the Customer uses SirsiDynix Products. "Products" means Software, Subscriptions, Subscription Software,
"Content" means any information, data, text, software, music, sound, Services and Hardware.
photographs, graphics, video messages or other material which Customer "Protected Materials" means Software and work product provided by
receives through a Subscription. SirsiDynix under Services, Subscriptions, Subscription Software and
"Customer Data" means any electronic data, information or material SirsiDynix's or its licensors' Intellectual Property and Confidential
provided or submitted by Customer (including the Customer's patrons and Information.
users) to SirslDyn x through a Subscription or Services, or which Customer "Quote' is defined in Section 1.3.
(including the Customer's patrons and users) enters Into the Subscription "Services" means those services provided or arranged by SirsiDynix
or Services or has entered on Its behalf, or which SirsiDynix Is otherwise including but not limited to specific SirsiDynix Products such as (I)
given access to under the Master Agreement. Customer Data does not Professional Services; and (ii) that part of Maintenance that is technical
Include non - personally identifiable information aggregated by SirsiDynix. support, excluding the provision of Updates.
"Documentation" means the user Instructions, release notes, manuals "SirsiDynix Software" means each SirsiDynix- developed and /or
and on -line help files made available by SirsiDynix regarding the use of the SirsiDynix-owned software product in machine - readable object code (not
applicable Product. source code), the Documentation for such product, and any Updates
"Effective Date" is defined In section 1.1. thereto.
"Error means a material failure of a Product to conform to its functional "Software" means the SirsiDynix Software and Third Party Software.
specifications described in the Documentation. "Subscriptions" means the provision of access by SirsiDynix or its
"EULA" means the end user license agreement that accompanies the hosting providers to Software and /or Content from a server farm that is
Third Party Product, which governs the use of or access by Customer to comprised of application, data and remote access servers, including
the applicable Third Party Product. associated offline components including but not limited to cloud services
"Go Live Date' means the date on which the Products are substantially and web access to Content
ready for operational use for normal daily business. "Subscription Software" means Subscriptions hosted by Customer.
"Hardware" means the physical hardware and equipment manufactured Customer does not have a license In Subscription Software.
by third party providers and sold to Customers by SlrsiDynix. 'Term' Is defined in section 9.2.
"Intellectual Property" means any and all Intellectual property rights, "Titles" means the number of unique records for an electronic, virtual,
recognized In any country or jurisdiction in the world, now or hereafter and/or physical item which may be used by a library patron, such as a
existing, and whether or not perfected, filed or recorded, including without bibliographic, MARC, visual material, serial or Dublin Core record, created
limitation inventions, technology, patents rights (including patent on the Software or Subscription. Multiple Items, representing either
applications and disclosures), copyrights, trade secrets, trademarks, identical Items or volumes in a set, may be included in a single Title.
service marks, trade dress, methodologies, procedures, processes, know- 'Third Party Products" means software or content including
how, tools, utilities, techniques, various concepts, ideas, methods, models, documentation and updates if any, owned by an entity other than
templates, software, source code, algorithms, the generalized features of SirsiDynix and provided by SirsiDynix in connection with Products.
the structure, sequence and organization of software, user interfaces and
"Updates"
designs, general purpose consulting and software tools, utilities Updates" means the error corrections, releases, updates, modifications
and routines, and logic, coherence and methods of operation of systems, or enhancements subsequently developed that SlrsiDynix makes generally
training methodology and materials, which SirsiDynix has created, available to its customers as part of Maintenance on a when and if
acquired or otherwise has rights in, and may, In connection with the available basis. Updates exclude new products, modules, platform or
performance of obligations hereunder, create, employ, provide, modify, functionality for which SirsiDynix charges a separate fee.
create, acquire or otherwise obtain .rights in. "Users" means Customer's employees Or agents who have been issued
"Internal Business Purposes" means Customer's intemal use but does user names and passwords by Customer to use the Products. Each such
not include (1) sharing Confidential Information or Intellectual Property with User shall be one person, and user names and passwords cannot be
third parties without SirsiDynix written consent or (2) integration of third shared or used by more than one person.
ADS — DDS / DS DS
Customer Initial and Date: 7-1 (K ` / `/ AK ppr Confidential
SirsiDynix
Page 8 of 8
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
SirsiDynix
Quote 73328 for:
COALA Consortium
Long Term Agreement
Prepared by:
Linda Bone
Inside Account Consultant
SirsiDynix
Quote Date: September 8, 2014 Quote Valid Until: December 7, 2014
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Quote Information
General
This Quote contains the use of some or all of your BLUEcIoud Rewards. The total
amount allocated for this Quote is $4,300.
These BLUEcIoud Rewards are being used specifically [for the following SirsiDynix
products Enterprise.
Page 2 of 9
S1IS1Dy111R°
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Purchase Details
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.
Component Year 1 Year 2 Year 3 Year 4 Year 5
Services 850 - - - -
Enterprise 11,480 - - - -
Other Services 1,000 1,000 1,000 1,000 1,000
BLUEcloud Reward - Subscription ( 4,300) -
Total 9,030 1,000 1,000 1,000 1,000
Active Products
Quantity Price Name
1 0 SirsiDynix Social Library
16663 5,892 Datastream Subscription
1 32,898 SirsiDynix Symphony SaaS Core
1 0 SirsiDynix Symphony SaaS ReferenceLIBRARIAN
4 0 SirsiDynix Symphony SaaS SmartPORT Concurrent User
2 0 SirsiDynix Symphony SaaS SIP2 Interface Per Certified Vendor
Initial Term of Maintenance and SaaS Services: Five (5) Years
Initial Terrn Annual Price Increase Cap for SirsiDynix 2.9% annual price increase cap until Term renewal
Products/Services:
Customer's usage is subject to IMltations that can be found In the Terms and Conditions section at the end of the Quote.
The above price Increase cap covers all Customer's active Products. However, SirsiDynix reserves the right to adjust Initial Term pricing for Third
Party/integrated products/services if a Third Party vendor increases pricing for Third Party/integrated products/services by more than 10% in a given
calendar year.
Any applicable discount shall be 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 be superseded by the current Master Agreement, unless such addltlonal terms are statutorily required of the
Customer.
Page 3 of 9 ® SirsiDynix.
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Detailed Pricing
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.
Component Price
BLUEcIoud MobileCirc, Annual Subscription Include
Services
Installation 800
Training 50
Total Services 850
Enterprise
SaaS Enterprise Annual Subscription 4,300
Installation and Training 7,180
Total Enterprise 11,480
Other Services
eLearning, Yearly Subscription, Self -paced Training - 5 1,000
users
Total Other Services 1,000
RLUEcloud Reward - Subscription ( 4,300 )
QUOTE TOTAL 9.030
This quote is hereby fully incorporated into the Master Agreement and Schedules
Page 4 of 9 SITSI ilIX'
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Component Descriptions
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
driver's 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.
Services
Installation:
Product Delivery
BLUEcloud MobileCirc Installation
Project Management
Project Management - BLUEcloud MobileCirc
Project Management Services for the implementation of BLUEcloud MobileCirc.
Training:
BLUEcloud MobileCirc Self -paced Training
This training reviews the functionality present in MobileCirc. One user will have unlimited access to this course for
one year. This training is available in English only.
Enterprise
SaaS 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.
Enterprise Software Installation
Includes installation of Enterprise in SirsiDynix SaaS facility, installation of Enterprise 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.
Page 5 of 8
SirsiDynix'
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Component Descriptions
Enterprise SureStart -3
SureStart is a layer of consulting support designed to smooth the transition to Enterprise by addressing
configuration issues like search limits, profiles, etc.
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.
Enterprise - End User Training, Group
One seat in a group distance instructor -led course for Enterprise End User training. This class focuses on
performing searches and maneuvering through the end -user interface. You will learn how to use the facets and
different search types. By the end of the class you should know how to: - Use Did you mean? and other search
suggestions - Limit search results by item library, item type, or other search facets - Utilize email and print options -
Check item availability as well as place hold requests - Write a patron review"
Enterprise - Administration Training, Group, Hands -On Lab
One seat in a group distance hands -on lab course for Enterprise Administration. This class focuses on the policies
found in the Enterprise admin module. You will learn how to display, create, modify and remove policies, as well as
work with user accounts and scheduled tasks. By the end of the course you will know how to: #Create Enterprise
admin user accounts #Manage search profiles and search result displays #Look up and blacklist search
suggestions #Crawl website information for use in result lists #Dictate scheduled tasks for indexing ILS data"
Enterprise eLeaming. 1 Year, Self -paced Training
This training provides one staff member with one year of unlimited access to the recorded sessions and web -based
trainings (WBT) that we offer in SirsiDynix Mentor for SirsiDynix Enterprise and/or SirisDynix Portfolio (does not
include instructor -led classes). This option is a great value to introduce or review specific topics in SirsiDynix
Enterprise. Topics currently include Enterprise Admin Overview, Book Lists, Search Targets, and Theme
Customization.
Enterprise - Rooms Content Management Training, Group, Hands -On Lab
One seat in a group distance hands -on lab course for Enterprise: Rooms Content Management.This class focuses
on the rooms management and content creation capabilities in the Enterprise admin module. You will team how to
manage rooms, edit room properties, and edit and create content for a room. By the end of the course you will
know how to: #Create new rooms and Edit existing rooms #Hide and display rooms #Manage the availability of
rooms to a Profile #Understand and edit room properties including choosing layouts #Select Search Targets and
Search Limits for a room #Edit and create content for a room #Detach and attach rooms and branches"
Page 6 of 9
SirsiDynix`
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Component Descriptions
SirsiDvnix Enterprise Project Management
Project Management Services for the implementation of SirsiDynix Enterprise
Other Services
Training:
eLearninq, 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.
Page 7 of 9 Sirsjr
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Terms and Conditions
Other Terms
Current Contract License Limits: SirsiDynix SaaS Services are based upon annual circulation and Staff Users. You may
use the SaaS Services for up to 1,310,000 annually circulated items and up to 50 Staff Users; an increase in either
circulation or Staff Users requires additional licensing fees.
"Go Live Date" means, with respect to the SirsiDynix Software license orders, the date on which the SirsiDynix
Software is available for operational use for normal daily business, including searching the public access catalog and
circulating materials.
Maintenance must be ordered for all copies of the Software and for all elements of the Software which are used
conjunctively by Customer. Customer's System shall remain within two (2) previously released software versions of
the most recent version of the software at all times or an additional maintenance surcharge service charge will be
added to the maintenance renewal.
Customer shall not integrate products offered by third parties into Software, Subscriptions or Subscription Software
without additional license from SirsiDynix.
SirsiDynix shall have the right to aggregate and retain non - personally identifiable data.
Payment Terms
The term of any quoted products is for no less than five (5) years and shall automatically renew for the length of the
Initial Term. Subsequent years' Maintenance and Subscription fees are to be paid annually in advance. Following
the first year of System operation, Maintenance and Subscription fees will be subject to annual increases. Any
discounts that may be listed on this quote will be applied to the final invoice. Unless otherwise specifically stated in
writing, products and /or services purchased at promotional prices or with promotional discounts do not qualify for
such discounts or limitations on price increases for subsequent years.
SirsiDynix Software license fees
• 100% due upon installation of client SirsiDynix Software on Customer's system
Subscriptions fees
• 100% SirsiDynix Enterprise Subscription and Subscription Software fees are due upon contract signing and will
be invoiced immediately. The annual subscription initial use and anniversary date is the Effective Date of the
contract
• 100% of first year's Subscription(s) (excluding SirsiDynix Enterprise Subscription and Subscription Software
fees) due at installation
Services/Training
• 50% due upon completion of first data test load, where a test load is part of the services
• o
100 /o of the remainder due upon completion of services/training
Any reference to license metrics and /or licensed amounts included in this quote shall be applicable only to the
Products and/or services mentioned in this quote. This document and any software or professional services
associated with this document are hereby fully incorporated into the current Agreement executed between SirsiDynix
and Customer. If there is no current agreement between the parties, the terms and conditions of the current
SirsiDynix Master Software License and Services Agreement shall be deemed the controlling Agreement between the
parties, a copy of which shall be furnished upon Customer's request. Any and all pre - printed terms and conditions on
Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall be superseded by the current
Agreement, unless such additional terms are statutorily required of the Customer. In the event of a conflict, the terms,
payment terms, discounts, product lists and/or statement of work contained within this document shall take
precedence over the current Agreement between the parties. In the event Customer desires or requires updated
terms and conditions for the continuing business relationship with SirsiDynix, please contact your regional Sales
Representative.
Page 8 of 9 44 Si siDynIX`
DocuSign Envelope ID: AD7ECOE7- 4B8A- 481F- B1BE- 0375042984AA
Quote for COALA Consortium Reference number 73328
Terms and Conditions
Customer Signature:
COALA Consortium
Town of Lake Park village of Palm Springs
[V__ati— Do cuSigned by: om- DocuSigned by:
By , S S A1 C 9768C4BAC477_ u/�-Vwtain,) . (Au zed Signature) A8103864D J . Reade
S. Sugerman, Ph.D. Richard J. eade
Town Manager Village Manager
Name: / 14 &irritt, Dec -09 -2014 1 18:27 PT Dec -18 -2014 1 08:28 PT
(Printed)
8�1 y ((// Ny / / � ��� Delray Beach Public Li br�'lI l age of North Palm Beach
!a yy� ! 6 `,` / -' t Q ,��-DocuSigned by: e.— DocuSigned by:
Job Title: G(((PI I ( � RYA' Al c4. fe.o444i4.4. y
FEF9DE1D5C9147F_. '— E1A391A4615C42F...
L t Alan Kornblau James P. Kelly
Date: / /3 // Library Director Village Manager
Dec -19 -2014 1 07:57 PT Dec -10 -2014 1 05:56 PT
Billing Address:
COALA Consortium
Finance Dept. PO BOX 310 100 E. Boynton Beach Blvd
Boynton Beach
Florida 33435
United States
Page 9 of 9 SirsiDynix*
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