Loading...
2012-09 SIRSI Server Upgrade RESOLUTION 2012-09 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH III PALM BEACH, FLORIDA, APPROVING THE PURCHASE OF LIBRARY AUTOMATION SOFTWARE AND IMPLEMENTATION SERVICES AND AUTHORIZING VILLAGE ADMINISTRATION TO TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS PURCHASE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in 2009, the Village joined the Cooperative for Library Automation (COALA), thereby enabling the Village to implement a state-of-the-art automation system without a large capital outlay; and WHEREAS, COALA utilizes and maintains automation software from SirsiDynix which is currently housed in a mainframe server located at the Boynton Beach City Library; and WHEREAS, COALA is entering into a Master Agreement with SirsiDynix whereby SirsiDynix will house the software and data off-site utilizing its Symphony SaaS "cloud"technology; and WHEREAS, the Master Agreement provides for the purchase of a SaaS subscription and implementation services for a total cost of$127,390.00 over a three year period; and WHEREAS, the Village is obligated to pay fourteen percent of the total cost of subscription and implementation services; and WHEREAS, the Village Council determines that execution of the Master Agreement with SirsiDynix for library automation services is in the best interests of the citizens and residents of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA, as follows: Section 1. The foregoing"whereas" clauses are hereby ratified and incorporated herein. Section 2. The Village Council hereby approves the purchase of library automation software and implementation services from Sirsi/Dynix at a total cost not to exceed: $6,594.00 for the first year, $5,430.60 for the second year, and $5,810.00 for the third year. Funds shall be expended from Village Account No. A7927-33491 (Library Contractual Services), with any deficiency for the first year adjusted at year end from other Department accounts. The Village Council further authorizes Village Administration to execute the Master Agreement and take all actions necessary to implement the purchase. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 26th DAY OF JANUARY, 2012. a �ti`(Village Seal)),',i, I '',0`»` 4-6"19MAYOR 0 ;:fi ,' v t ATTEST ' : ,Z,--4aeft VILLAGE CLERK DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 jF +4 Sinix■ ■ a MASTER AGREEMENT BETWEEN COOPERATIVE AUTHORITY FOR LIBRARY AUTOMATION AND SIRSIDYNIX By signing below, the parties acknowledge receipt of and agree to be bound by the terms and conditions of the Master Agreement,Quote#43659 and each of the schedules, addenda and End User License Agreements listed below: SaaS Services Schedule Professional Services Schedule Authorization for Release of Data Information Schedule The parties may execute, from time to time, additional Schedules and other agreements under the terms of this Agreement. The effective date of this agreement shall be the date of last signature below. The effective date of all Schedules, Addenda, and End User License Agreements shall be the same unless otherwise specified on that schedule. If no effective date is specified on this agreement, the effective date shall be that of the last signature below. The Cooperative Authority for Library Automation is a Florida cooperative made up of the member libraries signed below, with Boynton Beach Public Library acting as its head. Boynton Beach City Library SirsiDynix 208 S.Seacrest Blvd. SirsiDynix Technology Centre Boynton Beach,FL 334335 3300 N.Ashton Blvd.–Suite 500 Lehi,UT 84043 Sign: Sign: Print Name: Print Name: Title: Title: Date: Date: Delray Beach Public Library Lake Park Public Library 100 West Atlantic Ave. 529 Park Ave. Delray Beach,FL 33444 Lake Park,FL 33403 Sign: Sign: Print Name: Print Name: Title: Title: Date: Date: — [Signatures continued on next page] Confidential Page 1 of 13 DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 Palm Springs Public Library North Palm Beach Public Library 217 Cypress Lane 303 Anchorage Dr. Palm Springs,FL 33461 North Palm Beach,FL 33408 Sign: Sign: �__ei.L . . rf Print Name: Print ( Darrg C. Aubrey 11 Title: Title: Mayor Date: Date: January 26, 2012 Confidential Page 2 of 13 `4(' DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 AMENDMENT TO AGREEMENT This amendment between the parties listed in the Signature Page and Summary of Agreement ("Amendment"), when accepted by Customer,will become part of the Master Agreement and Schedules dated as of the date of last signature above (collectively referred to herein as"Agreement"),and will evidence our further agreement with respect to the matters set forth below. All terms used herein and in the Agreement, not defined herein, shall have the same meaning as in the Agreement. If there is any inconsistency between the terms of this Amendment at the Agreement,the terms of this Amendment will govern. The Agreement is hereby modified as follows: Master Agreement Section 8 Limitation of Liability shall not constitute a waiver of sovereign immunity as specified in section 768.28, Florida Statutes. The following is hereby added to the end of section 9.2 Termination: Customer may terminate this agreement and all schedules at any time and without penalty if funding is not available in Customer's budget. Section 10.15 Governing Law and Venue is hereby modified to replace any reference to"Utah"with"Florida." At Will Addendum Section 2 shall not apply in the event Customer must terminate because it does not have funding in its budget to continue the Agreement. If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of such counterparts shall constitute one and the same instrument. The effective date of this Amendment shall be the date specified on the Signature Page and Summary of Agreement("Effective Date"). Customer Initial and Date: ( //�-/ / Confidential Page 1 of 1 (1. Sirs1Dyni DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 MASTER AGREEMENT This Master Agreement is entered into between Sirsi Corporation dba SirsiDynix("SirsiDynix")and the customer listed in the signature block on the Signature Page and Summary of Agreement.("Customer"). The effective date of this Master Agreement shall be the date specified on the Signature Page and Summary of Agreement("Effective Date"). A Note on Section Summaries: Some sections of this Master Agreement have a summary at the beginning. These summaries are intended for ease of reference,and are not part of this Master Agreement. If any summary conflicts with the section it is summarizing,the section of the agreement,and not the summary,controls. 1. PURPOSE AND SCOPE application, data and remote access servers used to store and run the Software and Customer Data, and/or(ii)web access to Content and(iii) 1.1 Master Agreement. This Master Agreement establishes the associated Maintenance. general terms and conditions to which the parties have agreed in order to "Intellectual Property" means any and all intellectual property rights, facilitate the licensing of software, content, other products and/or the recognized in any country or jurisdiction in the world, now or hereafter provision of services. Additional product or service-specific terms and existing, and whether or not perfected, filed or recorded, including conditions are set forth in one or more Schedules(as further defined in without limitation inventions,technolo section 1.2 herein). ons, gy, patents rights(including patent applications and disclosures), copyrights, trade secrets, trademarks, All references to the "Master Agreement" shall mean this document, service marks, trade dress, methodologies, procedures, processes, exclusive of Schedules. All references to the "Agreement" wherever know-how, tools, utilities, techniques,various concepts, ideas, methods, found shall include this Master Agreement, and all Schedules, and models, templates, software, source code, algorithms, the generalized attachments incorporated in the Schedules. To the extent any terms and features of the structure, sequence and organization of software, user conditions of this Master Agreement conflict with the terms and interfaces and screen designs, general purpose consulting and software conditions of a Schedule, the terms and conditions of this Master tools, utilities and routines, and logic, coherence and methods of Agreement shall control unless expressly stated otherwise. operation of Systems, training methodology and materials, which 1.2 Incorporation of Schedules. This Master Agreement shall fully SirsiDynix has created, acquired or otherwise has rights in, and may, in incorporate by reference the terms and conditions found in each of the connection with the performance of services hereunder, create, employ, schedules, addenda, End User License Agreements, and other provide,modify,create,acquire or otherwise obtain rights in. documents marked on the Signature Page and Summary of Agreement "Maintenance means the technical support and provision of Updates for between the parties. the level of support services ordered, all of which are provided under The parties may execute, from time to time, additional Schedules under SirsiDynix's Support Policies in effect at the time the Services are the terms of this Master Agreement. provided. A current version of such Support Policies can be found at: 1.3 EULAs. Customer's use of any Third Party Software licensed htto://clientcare.sirsidvnix.comfindex.Dho?aoto=Knowledge&docs&Did=1 hereunder or incorporated in the SaaS Services shall be subject to, and &kcat id=59&hilite=946. Customer shall comply with, the Master Agreement and any applicable "Professional Services" means data conversion, implementation, site EULAs.To the extent any terms and conditions of this Master Agreement planning, configuration, integration and deployment of the Software or SaaS or a Schedule conflict with the terms and conditions of an EULA, the Services,training,project management and other consulting services. terms and conditions of the EULA shall control. 'SirsiDynix Software" means each SirsiDynix-developed and/or 1.4 Headings and Drafting. The headings in the Agreement shall not SirsiDynix-owned software product in machine readable object code(not be used to construe or interpret the Agreement. The Agreement shall source code), the Documentation for such product, and any Updates not be construed in favor of or against a party based on the author of the thereto. document. "Services" means collectively (i) the Professional Services; (ii) 2. DEFINITIONS Maintenance,and(iii)SaaS Services. "Confidential Information"is defined in section 4. "Software"means the SirsiDynix Software and Third Party Software. "Content" means any information, data, text, software, music, sound, "System" means the total complement of hardware and Software photographs, graphics, video messages or other material to which furnished and maintained by SirsiDynix. Customer is provided on-line access through SirsiDynix on a subscription "Third Party EULA"or"EULA means the end user license agreement basis. that accompanies the Third Party Software, is appended to a Schedule "Customer Data" means any electronic data, information or material or is otherwise published by the third party supplier, and which governs provided or submitted by Customer (including the Customer's patrons the use of or access by Customer to the applicable Third Party Software. and users) to SirsiDynix through the Services, or which Customer "Third Party Software" means content and software including (including the Customer's patrons and users)enters into the Services or Documentation and Updates, owned by an entity other than SirsiDynix has entered on its behalf, or which SirsiDynix is otherwise given access to under the Agreement. which are to be provided to Customer by SirsiDynix on a pass-through or "Documentation" means the user instructions, release notes, manuals OEM basis pursuant to the terms of the EULA. and on-line help files in the form generally made available by SirsiDynix, "Updates" means the error corrections, updates, modifications or regarding the use of the applicable Software. enhancements to Software or SaaS Services developed after the "SaaS Services" means the provision of (i) Software as a service effective date of the Schedule which SirsiDynix makes generally (SaaS) hosted by SirsiDynix from a server farm that is comprised of available to its customers as part of the Maintenance. Updates exclude new products for which SirsiDynix generally charges a separate fee. Customer Initial and Date: i 12_1,1 r2— Confidential 0 Page 3 of 13 Dy DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 3. FINANCIAL TERMS conditions (but not the existence) of the Agreement, all trade secrets, Fees and charges due by Customer are payable within 30 days of software, source code, object code, specifications, as well as results of testing and benchmarking of the Software or other services, product invoice. Fees exclude taxes or other government charges or roadmap, data and other information of SirsiDynix and its licensors expenses. SirsiDynix may assess a finance charge for past due relating to or embodied in the Software or Documentation. SirsiDynix's amounts.SirsiDynix may also suspend performance if payments placement of a co ri ht notice on any past due,after SirsiDynix has provided notice to Customer. P Py g y portion of any Software will not be construed to mean that such portion has been published and will not 3.1 Fees and Payment Terms. The Customer is responsible for the derogate from any claim that such portion contains proprietary and payment of the fees and other charges as specified in the Agreement. confidential information of SirsiDynix. Each member of the cooperative shall be responsible for a portion of 4.2 Non-Disclosure. Each party will protect the other party's each invoice as follows (fees are exclusive of, and Customer is s responsible for,shipping costs): Confidential Information from unauthorized dissemination and use e the same degree of care that each such party uses to protect its own Member Name Percentage of Responsibility confidential information, but in no event less than a reasonable amount of care. Neither party will use Confidential Information of the other party Boynton Beach Public Library 29% for purposes other than those necessary to directly further the purposes of the Agreement. Neither party will disclose to third parties Confidential Delray Beach Public Library 29% Information without prior written consent of the other party. Lake Park Public Library 14% 4.3 Exceptions. Information shall not be considered Confidential Information to the extent,but only to the extent,that the disclosing party Palm Springs Public Library 14% can establish that such information(i)is or becomes generally known or North Palm Beach Public Library 14% 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; Invoices become past due 30 days after the invoice date. Interest (iii)is lawfully obtained from a third party who has the right to make such accrues on past due balances at the lesser of a 11/2%per month or the disclosure; (iv)has been independently developed by one party without highest rate allowed by law. reference to any Confidential Information of the other;or(v)is required to If Customer fails to make payments of any fees due under the be disclosed by law provided the receiving Party has promptly notified the disclosing party of such requirement and allowed the disclosing SirsiDynix will be entitled to suspend its performance upon disclosing party thirty(30)days written notice to Customer. a reasonable time to oppose such requirement. Unless expressly provided otherwise, fees paid or payable for Software 5. PRIVACY licenses, Content, SaaS Services or Maintenance are not contingent Customer represents and warrants that before providing personal under any circumstances upon the performance of any Professional information to SirsiDynix or its agents, it will comply with any laws Services. applicable to the disclosure of personal information, including providing 3.2 Taxes. Unless expressly provided otherwise, the prices in the notices to or obtaining permission from third parties to allow sharing of Agreement do not include taxes. Customer agrees to pay any taxes, their personal information with SirsiDynix under the Agreement. No other than those based on SirsiDynix's net income, arising out of the personal information will be disseminated by SirsiDynix to any third Agreement. If Customer is tax-exempt, Customer agrees to send parties,except as consented to by Customer or required by law. SirsiDynix a copy of its tax-exempt certificate prior to execution of the 6. LIMITED RIGHTS AND OWNERSHIP Master Agreement. Customer agrees to indemnify SirsiDynix from any liability or expense incurred by SirsiDynix as a result of Customer's Software is licensed to Customer, not sold. This section failure or delay in paying taxes due. describes restrictions that apply to Customer's use of any 3.3 Travel Expenses. Unless otherwise noted within the quote, software or service SirsiDynix provides to Customer (e.g., travel expenses will be billed separately at actual cost. prohibitions on renting,or hosting,or reverse engineering). 4. CONFIDENTIALITY 6.1 Reservation of Rights. All rights not expressly granted in the Agreement are reserved by SirsiDynix and its licensors. Customer Each party agrees not to use or disclose the other's Confidential acknowledges that: (i) all Software is licensed and not sold and all Information except as necessary to further the purposes of the Content is subscribed to and not sold; (ii) Customer acquires only the Agreement.Each party agrees to take reasonable steps to protect right to use the Software, Content, or SaaS Services and SirsiDynix, its that information, to return it or destroy it upon request, and to licensors, and Content providers shall retain sole and exclusive cooperate with one another if a disclosure is compelled by law. ownership and all rights, title, and interest in, including Intellectual SirsiDynix acknowledges that Customer may be subject to freedom of Property embodied or associated with, the Software, Content, Services information legislation and further acknowledges that such legislation and all x,Customer and derivative third works thereof (whether ,including the may take precedence over the confidentiality SirsiDynix,Customer or a third party);and(iii)the Software,including the y p ty provisions of this section as source and object codes, logic and structure, constitute valuable trade they apply to Customer. secrets of SirsiDynix and its licensors. Customer agrees to secure and 4.1 Defined. By virtue of the Agreement, the Parties may be protect the Software consistent with the maintenance of SirsiDynix's and exposed to or be provided with certain confidential and proprietary its licensors'rights in the Software,as set forth in this Master Agreement. information of the other party or third parties, including but not limited to 6.2 Restrictions. "Protected Materials" as used herein means information designated as confidential in writing or information which Software,Services or SirsiDynix's or its licensors' Intellectual Property or ought to be in good faith considered confidential and proprietary to the disclosing party("Confidential Information").Confidential Information of Confidential Information. Customer shall not itself, or through any SirsiDynix and/or its licensors includes but is not limited to the terms and affiliate, employee, consultant, contractor, agent or other third party: (i) sell,resell,distribute, host,lease, rent, license or sublicense, in whole or Customer Initial and Date:����/J"� /'Z�/�� Confidential Page 4 of 13 \ `ifs' SirSiThinalX DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 in part, the Protected Materials; (ii) decipher, decompile, disassemble, of the defense and settlement of the Claim; (iii) provides SirsiDynix, at reverse assemble, modify, translate, reverse engineer or otherwise SirsiDynix's expense, with all available information and assistance attempt to derive source code, algorithms, tags, specifications, relating to the Claim and cooperates with SirsiDynix and its counsel; (iv) architecture, structure or other elements of the Software, including the does not compromise or settle such Claim; and (v) is not in material license keys, in whole or in part,for competitive purposes or otherwise; breach of any agreement with SirsiDynix. (iii) allow access to, provide, divulge or make available the Protected SirsiDynix has no obligation to the extent any Claim results from: (i) Materials to any user other than Customer's employees and independent Customer having modified the SirsiDynix Software or SaaS Services or contractors who have a need to such access and who shall be bound by used a release other than a current unaltered release of the SirsiDynix a nondisclosure agreement with provisions that are at least as restrictive Software, if such an infringement would have been avoided by the use of as the terms of this Master Agreement. SirsiDynix will allow access to a current unaltered release of the SirsiDynix Software, (ii) Third Party the Software module for online data inquiries(i.e.public access catalog) Software and/or Content, or(iii)the combination, operation or use of the where the Customer would like to grant such access, and then this SirsiDynix Software or SaaS Services with software or data not provided access is only to be granted to library users, other libraries, and third under the Agreement. party entities. (iv)write or develop any derivative works based upon the Protected Materials,access to Application Programming Interface("API") If it is adjudicated that an infringement of the SirsiDynix Software or is specifically exempt from this clause; (v) modify, adapt, translate or SaaS Service by itself and used in accordance with the Agreement otherwise make any changes to the Software or Content or any part infringes any USA patent, registered copyright, or registered trademark, thereof;(vi)use the Protected Materials to provide processing services to SirsiDynix shall, at its option: (i) procure for Customer the right to third parties, or otherwise use the same on a'service bureau'basis;(vii) continue using the SirsiDynix Software or Service; (ii)replace or modify disclose or publish, without SirsiDynix's prior written consent, the same so it becomes non-infringing;or(iii)Customer will be entitled to performance or capacity statistics or the results of any benchmark test an equitable adjustment in the fees paid for the affected Software or performed on the Protected Materials;or(viii)otherwise use or copy the Service.THIS SECTION STATES SIRSIDYNIX'S ENTIRE OBLIGATION Protected Materials except as expressly permitted herein. TO CUSTOMER AND CUSTOMER'S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT. 6.3 Customer Data. SirsiDynix disclaims ownership of any and all Customer Data, all bibliographic, authority, item, fine, patron, and other 7.2 By Customer. To the extent allowed by law, Customer shall data loaded to, created and/or entered into Customer's database or defend or settle,at its option and expense,any action,suit or proceeding supplied to SirsiDynix by Customer. brought against SirsiDynix by a third party arising out of or in connection with: (i) any claim that Customer Data infringes on the intellectual 6.4 License Grant by Customer. Customer grants to SirsiDynix a property rights of a third party;or(ii)any claim that Customer or a user is non-exclusive, royalty free license, to use equipment, software, using the SaaS Services in a manner that violates the provisions of the Customer Data or other material of Customer solely for the purpose of Agreement. Customer's obligations under this section are contingent performing its obligations under the Agreement. upon: (a) SirsiDynix providing Customer with prompt written notice of 6.5 Enforcement. Customer shall (i) ensure that all users of such claim;(b)SirsiDynix providing reasonable cooperation to Customer, Software or SaaS Services comply with the terms and conditions of the at Customer's expense,in the defense and settlement of such claim;and Agreement, (ii) promptly notify SirsiDynix of any actual or suspected (c)Customer having sole authority to defend or settle such claim. violation thereof and (iii) cooperate with SirsiDynix with respect to 8. LIMITATION OF LIABILITY. investigation and enforcement of the Agreement. 7. INDEMNIFICATION SirsiDynix limits its liability to Customer to the amount of fees Customer has paid SirsiDynix for the product or service giving SirsiDynix will defend Customer against claims that a SirsiDynix rise to the claim. This limit does not apply, however, to Software or SaaS Service (excluding Content and Third Party SirsiDynix's obligations under the section entitled Software) infringes certain third parties intellectual property "INDEMNIFICATION". In no event will SirsiDynix be liable for rights, and pay any damages awarded by a court or in a consequential,indirect,punitive,or special damages. settlement.There are several exceptions,which limit SirsiDynix's obligations in cases where Customer has contributed in some 8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S way to the claim. TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED If an infringement is adjudicated, SirsiDynix may, at its option, UNDER THE AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY replace the infringing material, modify it to make it non- CUSTOMER OR ANY THIRD PARTIES UNDER THE AGREEMENT, infringing, obtain the rights Customer needs to keep using it, or EXCLUDING LIABILITY PURSUANT TO SECTION 7(Indemnification), an equitable adjustment will be made to the fees paid by WILL BE LIMITED TO THE FEES PAID BY CUSTOMER DURING THE Customer. PREVIOUS 12 MONTHS FOR THE SOFTWARE OR SERVICE WHICH IS THE SUBJECT MATTER OF THE CLAIM. If a claim is made against SirsiDynix by a third party and such 8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER FOR claim results from Customer's acts or violations of the ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, Agreement,Customer will indemnify SirsiDynix. TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT 7.1 By SirsiDynix. SirsiDynix will defend or settle, at its option and LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF expense, any action, suit or proceeding brought against Customer that TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC the SirsiDynix Software or SaaS Services(excluding Content and Third ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, Party Software)infringe a third party's USA patent, registered copyright, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), or registered trademark ("Claim"). SirsiDynix will indemnify Customer PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT against all damages and costs finally awarded which are attributable SIRSIDYNIX HAS PREVIOUSLY BEEN ADVISED OF THE exclusively to such Claim, provided that Customer: (i) promptly gives POSSIBILITY OF SUCH DAMAGES. written notice of the claim to SirsiDynix; (ii)gives SirsiDynix sole control Customer Initial and Date: U V /72_ Confidential ` Page 5 of 13 i;� �'�" '- DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 8.3 NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS computer software and documentation developed exclusively at private OF FORM, MAY BE BROUGHT MORE THAN THE SHORTER OF TWO expense and are furnished as follows: "U.S. GOVERNMENT YEARS OR THE MINIMUM PERIOD ALLOWED BY LAW AFTER THE RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227- CAUSE OF ACTION HAS OCCURRED. 19. All use,duplication and disclosure of the Software by or on behalf of 8.4 THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE the U.S. Government shall be subject to this Agreement and the REMEDY. restrictions contained in subsection (c) of FAR 52.227-19, Commercial 9. TERM AND TERMINATION Computer Software-Restricted Rights(June 1987)". 10.5 Export.Customer shall comply fully with all relevant export laws The Master Agreement remains in effect until all Schedules have and regulations of the United States to ensure that the Software is not expired, or the Master Agreement and all Schedules are exported,directly or indirectly,in violation of United States law. terminated by a party for a breach by the other party.The non- 10.6 Non-solicitation. During the term of this Master Agreement and breaching party may, at its option, terminate the affected for a period of one year following its termination, neither party will solicit Schedule without terminating the entire Agreement. for employment directly or through other parties,without the other party's 9.1 Term. The term of this Master Agreement shall commence on written permission,any individual employed by the other party, provided the Effective Date set forth above and shall continue in full force and however that the hiring of individuals responding to general public effect until the expiration or termination of all Schedules, unless marketing and recruiting advertisements and events shall not be a otherwise terminated earlier as provided hereunder. violation of this provision;only active,targeted solicitation is prohibited. 9.2 Termination. Either party may terminate the Agreement 10.7 Compliance. During the term of this Master Agreement for a including all Schedules immediately upon written notice if the other party period of one year following its termination,Customer shall maintain and commits a non-remediable material breach of the Agreement, or any make available to SirsiDynix records sufficient to permit SirsiDynix or an EULAs,or if the other party fails to cure any remediable material breach independent auditor retained by SirsiDynix to verify, upon ten days' or provide a written plan of cure acceptable to the non-breaching party written notice, Customer's full compliance with the terms and within 30 days of being notified in writing of such breach. Where the requirements of the Agreement. Such audit shall be performed during non-breaching party has a right to terminate the Agreement, the non- regular business hours. If such verification process reveals any breaching party may at its discretion either terminate the Agreement or noncompliance by Customer with the Agreement, Customer shall the applicable Schedule. Schedules that are not terminated shall reimburse SirsiDynix for the reasonable costs and expenses of such continue in full force and effect under the terms of this Master verification process (including, but not limited to the fees of an Agreement. independent auditor)incurred by SirsiDynix,and Customer shall promptly cure any such noncompliance; provided, however, that the obligations Following termination of the Agreement or a Schedule (for whatever under this section do not constitute a waiver of SirsiDynix's termination reason), Customer agrees to certify that it has returned or destroyed all rights. copies of the applicable Software, Content and Confidential Information and acknowledges that its rights to use the same are relinquished. 10.8 Notices. Any notice required or permitted to be sent under the Agreement shall be delivered by hand, by overnight courier, by pdf via 10. GENERAL PROVISIONS email to Iegaitiilsirsidynix.com, for SirsiDynix's email or 10.1 Force Majeure. The parties will exercise every reasonable effort for to meet their respective obligations hereunder but shall not be liable for Customer's email, or by registered mail, return receipt requested, to the delays resulting from force majeure or other causes beyond their address of the parties first set forth in the Agreement or to such other reasonable control, including but not limited to power outages or failure address of the parties designated in writing in accordance with this of third party service providers. This provision does not relieve Customer subsection. of its obligation to make payments then owing. 10.9 Relationship. The Agreement is not intended to create a 10.2 Assignment. SirsiDynix may assign the Agreement and all of its partnership, franchise, joint venture, agency, or a fiduciary or rights and obligations herein without Customer's approval to its parent employment relationship. Neither party may bind the other party or act in company or other affiliated company,to a successor by operation of law, a manner which expresses or implies a relationship other than that of or by reason of the sale or transfer of all or substantially all of its stock or independent contractor. assets to another entity. Neither party may otherwise assign or transfer 10.10 Invalidity. If any provision of the Agreement shall be held to be the Agreement without the prior written consent of the other party,which invalid, illegal or unenforceable,the validity, legality and enforceability of shall not be unreasonably withheld. the remaining provisions shall not in any way be affected or impaired. 10.3 Cooperation. Customer agrees to provide Cooperation,which is 10.11 Survival. The following provisions will survive any termination or defined to mean: assistance, information, equipment, data, a suitable expiration of the Agreement or a Schedule: sections 1, 2, 3, 4, 6.1, 6.2, work environment, timely access, and resources reasonably necessary 6.3,6.5,7,8,9,and 10. to enable SirsiDynix to perform any and all installation, implementation, and services required to fulfill this Agreement. If Customer has 10.12 No Waiver. Any waiver of the provisions of the Agreement or of purchased post Go Live modules, Customer shall continue Cooperation a party's rights or remedies under the Agreement must be in writing to be after the Go Live date to provide for installation of post Go Live modules effective. Any such waiver shall constitute a waiver only with respect to within four (4) weeks of the Go Live date. Failure to grant such the specific matter described in such writing and shall in no way impair Cooperation shall allow SirsiDynix to deem the System and Professional the rights of the party granting such waiver in any other respect or at any Services purchased by Customer to be fully accepted and delivered. other time.The waiver by either of the parties hereto of a breach or of a default under any of the provisions of the Agreement shall not be 10.4 Notice of U.S.Government Restricted Rights. If the Customer construed as a waiver of any other breach or default of a similar nature, hereunder is the U.S. Government, or if the Software are acquired or as a waiver of any of such provisions, rights or privileges hereunder. hereunder on behalf of the US Government with U.S. Government The rights and remedies herein provided are cumulative and none is federal funding, notice is hereby given that the Software are commercial exclusive of any other, or of any rights or remedies that any party may Customer Initial and Date:_,,j/C0./ /A ///�// 7" Confidential Page 6 of 13 +{� S - DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 otherwise have at law or in equity.Failure,neglect,or delay by a party to an enforceable original of the Agreement, and that facsimile and/or pdf enforce the provisions of the Agreement or its rights or remedies at any scanned copies of signatures shall be as effective and binding as original time, shall not be construed and shall not be deemed to be a waiver of signatures. such party's rights under the Agreement and shall not in any way affect 10.17 Additional Institutions. In the event Customer would like to the validity of the whole or any part of the Agreement or prejudice such add a new member to its consortium, Customer, the new member and party's right to take subsequent action. SirsiDynix must execute an addendum to the Agreement. The text of this 10.13 Entire Agreement;The Master Agreement and Schedules addendum shall be as follows: constitutes the parties'entire agreement relating to its subject matter. It This Addendum ("Addendum") is executed by and between Sirsi cancels and supersedes all prior or contemporaneous oral or written Corporation dba SirsiDynix ("SirsiDynix") and [new Member Library communications, requests for proposals, proposals, conditions, Name] ("Member Library"), as a member site to a consortium with representations, and warranties, or other communication between the [Parent Library Name] ("Parent Library") under the [Parent Library's parties relating to its subject matter as well as any prior contractual Agreement Name], dated [ ], between SirsiDynix and [Parent agreements between the parties. No modification to the Agreement will Library Name], including any amendments thereto (the "Agreement"). be binding unless in writing and signed by an authorized representative This Addendum is attached to and fully incorporated into the Agreement of each party. by this reference. By executing this Addendum [and Quote # , which is attached 10.14 Third Party Beneficiaries. All rights and benefits afforded to hereto as Schedule A and fully incorporated herein],the Member Library SirsiDynix under the Agreement shall apply equally to the owner of the acknowledges it is a member of the [Parent Company's Name] Third Party Software with respect to the Third Party Software,and such consortium and agrees to be bound by all the terms and conditions of the third party is an intended third party beneficiary of the Agreement, with respect to the Third Party Software. Agreement. By signing below, Parent Library acknowledges Member 10.15 Governing Law and Venue. The Agreement shall be govemed Library as a part of the consortium and agrees that it shall be responsible by and construed in accordance with the laws of the State of Utah- for payments regarding Member Library. without giving effect to its principles of conflict of laws. Any dispute shall If the new member is an existing customer of SirsiDynix,litigated in the state or federal courts located in the State of Utah to 9 ynix, Customer must whose exclusive jurisdiction the parties hereby consent. In addition,the first discuss with and receive written permission from SirsiDynix to add it Customer hereby waives any objection the customer may have based to Customer's consortium group. Such written permission shall include upon lack of personal jurisdiction, improper venue and/orforum non details including but not limited to the disposition and destination of conveniens"..The parties agree that this contract is not a contract for the existing assets of both Customer and the new member it wishes to bring sale of goods; therefore, the Agreement shall not be govemed by any into its consortium. codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act *******END OF MASTER AGREEMENT"""** ("UCITA"), or any references to the United National Convention on Contracts for the International Sale of Goods. 10.16 Counterparts. The Master Agreement and each Schedule may be executed in one or more counterparts,each of which shall constitute Customer Initial and Date: - 41M- Customer / /2-- Confidential 1 9 Page 7 of 13 t�i DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortiuim GC#331022 SaaS Services Schedule This Schedule is entered into between Sirsi Corporation dba SirsiDynix("SirsiDynix")and the customer listed in the signature block on the Signature Page and Summary of Agreement. ("Customer"). The provisions of the Master Agreement("Master Agreement"), incorporated in the Signature Page and Summary of Agreement,are hereby fully incorporated herein by reference.Capitalized terms that are not otherwise defined in this Schedule shall have the meanings set forth in the Master Agreement. The effective date of this Schedule shall be the date specified on the Signature Page and Summary of Agreement("Effective Date"). The above parties agree to the following: 1. DEFINITIONS. same date as the pre-existing subscriptions. Fees are based on Capitalized terms that are not otherwise defined in this Schedule shall Services and License Metrics purchased and not actual usage. have the meanings set forth in the Master Agreement. 4. CERTAIN OBLIGATIONS. "Error"means a material failure of the hosted Software to conform to its 4.1 Hosting Environment. Customer is solely responsible for functional specifications described in the Documentation. obtaining and maintaining at its own expense, all equipment needed to "Go Live Date"means the date on which the SaaS Service is available access the SaaS Services, including without limitation, intemet for operational use for normal daily business, including searching the connections. public access catalog and circulating materials. Customer understands that all communication traverses a public "License Metrics" means the limitation on the usage of each of the intemet connection and is unencrypted. The customer also SaaS Services as designated and/or defined in the applicable Quote by understands they are responsible for all devices and connectivity a term such as the number of titles,circulation, users, students, seats, methods to reach the SaaS environment. Should the customer wish to reports,and the like. encrypt all traffic the optional VPN solution must be purchased. This "Quote" means Quote#43659, and/or the document executed by the VPN solution is delivered by SirsiDynix and is the only supported parties specifically referencing this Schedule, which contains method for encryption. Customer's order specific information, including description of SaaS 4.2 Passwords; Security. Customer is responsible for Service ordered, License Metrics and associated fees and payment maintaining the confidentiality of all passwords and for ensuring that terms. each password is used only by the authorized user. Customer is 2. TERM;RENEWAL;TERMINATION. entirely responsible for any and all activities that occur under Customer's account. Customer agrees to immediately notify SirsiDynix 2.1 Term and Renewal. SaaS Services commence on the Go of any unauthorized use of Customer's account or any other breach of Live Date and, subject to applicable State Statutes, continue for the security known to Customer. SirsiDynix shall have no liability for any term set forth in the Quote ("Initial Term"). Following the end of the loss or damage arising from Customer's failure to comply with these Initial Term, SaaS Services shall automatically renew for the same requirements. SirsiDynix will maintain Customer passwords as length as the Initial Term(a "Renewal Term")unless Customer gives confidential and will not disclose them to third parties. written notice 60 days prior to the end of the Initial Term or any 4.3 Customer Data.Customer shall be solely responsible for the Renewal Term,of its intention to terminate the Service. accuracy, quality, integrity and legality of Customer Data and of the 2.2 Termination.This Schedule may be terminated for cause by means by which it acquired Customer Data. either party in accordance with section 9 of the Master Agreement. 4.4 Acceptable Use. Customer acknowledges and agrees that Sections 1, 2, and 5 hereof and the surviving provisions of the Master SirsiDynix does not monitor or police the content of communications or Agreement shall survive expiration or termination of this Schedule. data of Customer or its users transmitted through the Services,and that 3. GRANT OF USE. SirsiDynix shall not be responsible for the content of any such Subject to the timely payment of the applicable fees, the terms of this communications or transmissions. Customer shall use the Services Schedule and the Master Agreement, SirsiDynix grants to Customer, exclusively for authorized and legal purposes, consistent with all for the Initial Term and each Renewal Terms, the right to access and applicable laws and regulations.Customer agrees not to post or upload use the SaaS Services solely for Customer's internal business any content or data which (a) is libelous, defamatory, obscene, purposes. Such access and use is subject to the terms of the Master pornographic,abusive, harassing or threatening;(b)contains viruses or Agreement, including without limitation the restrictions set forth in other contaminating or destructive features; (c) violates the rights of Section 6.2 of the Master Agreement. others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity;or(d)otherwise violates any SaaS Services purchased may be accessed by or used to manage no applicable law. Customer further agrees not to interfere or disrupt more than the number of License Metrics specified in the Quote. networks connected to the Services, not to interfere with another Additional License Metrics may be purchased under an additional entity's use and enjoyment of similar services and to comply with all Quote at the pricing as defined in the Quote in effect at the time the regulations, policies and procedures of networks connected to the additional License Metrics are added, prorated for the remainder of the SaaS Services.SirsiDynix may remove any violating content posted on then-current Term. The added License Metrics shall terminate on the the Services or transmitted through the Services, without notice to Customer Initial and Date: / 'XZ Confidential 1C E i • Page 8 of 13 Ili7C DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 Customer. SirsiDynix may suspend or terminate any user's access to for any third party items in the event of product unavailability, end-of- the SaaS Services upon notice in the event that SirsiDynix reasonably life, or changes to software requirements. The provision of Content is determines that such user has violated the terms and conditions of this subject to availability from third party Content providers and SirsiDynix Schedule. shall have no liability should such Content become unavailable for any 5. WARRANTIES AND DISCLAIMER. reason or is no longer available under reasonable commercial terms. Customer's use of any Third Party Software shall be subject to, and 5.1 Warranties. SirsiDynix warrants that the hosted SirsiDynix Customer and users shall comply with this Schedule and any applicable Software will operate in all material respects in conformity with the Third Party EULAs. SirsiDynix makes no warranty with respect to any Documentation. Third Party Software and Content. Customer's sole remedy with 5.2 Remedies. If the hosted SirsiDynix Software does not respect to such Third Party Software shall be pursuant to the original perform as warranted, SirsiDynix shall use commercially reasonable licensors warranty, if any,to SirsiDynix,to the extent permitted by the efforts to correct Errors.As Customers exclusive remedy for any claim original licensor.Content and Third Party Software are made available under this warranty,Customer shall promptly notify SirsiDynix in writing on an"AS IS,AS AVAILABLE"BASIS. of its claim. Provided that such claim is determined by SirsiDynix to be 5.5 Disclaimer. THE WARRANTIES SET FORTH IN THIS SirsiDynix's responsibility,SirsiDynix shall,within 30 days of its receipt SECTION ARE IN LIEU OF,AND SIRSIDYNIX, ITS LICENSORS AND of Customers written notice, (i) correct such Error, (ii) provide SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT Customer with a plan reasonably acceptable to Customer for correcting PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR the Error; or (iii) if neither (i) nor (ii) can be accomplished with IMPLIED,ORAL OR WRITTEN, INCLUDING,WITHOUT LIMITATION, reasonable commercial efforts from SirsiDynix, then SirsiDynix or (i) ANY WARRANTY THAT ANY HOSTED SOFTWARE, AND SAAS Customer may terminate the affected SaaS Service, and Customer will SERVICES, ARE ERROR-FREE OR WILL OPERATE WITHOUT be entitled to an equitable adjustment in the fees paid for the affected INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (ii) Service at SirsiDynix's discretion. In no event will the adjustment in fees ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, exceed the amount of unused prepaid fees paid by Customer to FITNESS FOR A PARTICULAR PURPOSE, AND NON- SirsiDynix for the affected Service. The preceding warranty cure shall INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT AND/OR constitute SirsiDynix's entire liability and Customers exclusive remedy THIRD PARTY SOFTWARE WILL BE ACCURATE, RELIABLE AND for cure of the warranty set forth herein. If Customer elects not to ERROR-FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES terminate the SaaS Service, Customer waives all rights for the ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF applicable warranty cure set forth herein. PERFORMANCE OR USAGE OF TRADE. NO ADVICE,STATEMENT 5.3 Exclusions. SirsiDynix is not responsible for any claimed OR INFORMATION GIVEN BY SIRSIDYNIX, ITS AFFILIATES, breach of any warranty set forth in section 5.1 caused by: (i) CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE modifications made to the hosted SirsiDynix Software by anyone other ANY WARRANTY PROVIDED HEREIN. Customer acknowledges that than SirsiDynix; (ii) the combination, operation or use of the hosted use of or connection to the Internet provides the opportunity for SirsiDynix Software with any items not certified by SirsiDynix; (iii) unauthorized third parties to circumvent security precautions and SirsiDynix's adherence to Customer's specifications or instructions;(iv) illegally gain access to the Services and Customer Data. Accordingly, Errors caused by or related to intemet connections or (v) Customer SirsiDynix cannot and does not guaranty the privacy, security or deviating from the hosted SirsiDynix Software operating procedures authenticity of any information so transmitted over or stored in any described in the Documentation. system connected to the Internet. 5.4 Third Party Software. Customer acknowledges that certain modules of the SaaS Services may contain Third Party Software. """FEND OF SAAS SERVICES SCHEDULE"*"" SirsiDynix may add and/or substitute functionally equivalent products Customer Initial and Date: ' if(' " .20L Confidential "" SiraiDYnIX. - Page 9 of 13 DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 Professional Services Schedule This Schedule is entered into between Sirsi Corporation dba SirsiDynix("SirsiDynix")and the customer listed in the signature block on the Signature Page and Summary of Agreement. ("Customer"). The provisions of the Master Agreement ("Master Agreement"), incorporated in the Signature Page and Summary of Agreement,are hereby fully incorporated herein by reference.Capitalized terms that are not otherwise defined in this Schedule shall have the meanings set forth in the Master Agreement. The effective date of this Schedule shall be the date specified on the Signature Page and Summary of Agreement("Effective Date"). The above parties agree to the following: 1. SERVICES. approvals of Customer in connection with the Services. SirsiDynix shall 1.1 Statement of Work. SirsiDynix will perform the mutually be entitled to rely on all decisions and approvals of Customer. agreed upon services for Customer described in one or more quote or 2.3 Subcontractors. SirsiDynix may subcontract or delegate any statement of work ("Quote" or"SOW") as the parties may agree to in work under any SOW to any third party without Customer's prior written writing from time to time. Each SOW, once executed by the authorized consent, provided however that SirsiDynix shall remain responsible for representatives of the parties, shall become a part of the Agreement. the performance,acts and omissions of any such subcontractors. Except as expressly stated elsewhere in this Schedule, in the event of a 2.4 Customer Data. Customer's data must be provided to conflict between the terms of this Schedule and the terms of a SOW,the SirsiDynix in a format approved by SirsiDynix or additional charges will terms of this Schedule shall prevail. apply. 1.2 Change Orders.Either Party may propose a change order to 2.5 Remote Access. For installation of the System, Customer add to, reduce or change the work ordered in the SOW. Each change shall ensure that SirsiDynix's assigned technical personnel are able to order shall specify the change(s)to the services or deliverables,and the access the System remotely. Customer shall be responsible for effect on the time of performance and on the fees owed to SirsiDynix, providing access through any security measures it deems necessary. due to the change. Once executed by both parties,a change order shall SirsiDynix alone shall decide whether access to the System is sufficient become a part of the SOW. for installation purposes. "System" means the total complement of 1.3 Estimated Costs. Unless otherwise expressly stated in the hardware and Software furnished and maintained by SirsiDynix. applicable Quote or SOW, Professional Services shall be provided on a The Authorization for Data Release form attached hereto may set forth time and materials("T&M")basis at SirsiDynix's T&M rates in effect at additional details regarding SirsiDynix's access to and use of Customer's the time the Professional Services are performed. On a T&M personnel,facilities and equipment. engagement, if an estimated total amount is stated in the applicable 3. LICENSE AND OWNERSHIP. SOW, that amount is solely a good faith estimate for Customer's budgeting and SirsiDynix's resource scheduling purposes and not a 3.1 Ownership.All intellectual property rights including all copies guarantee that the work will be completed for that amount. thereof in any SirsiDynix products and the results of the services 1.4 Delays/Costs Overruns. In the event of any delay in including(without limitation)all deliverables and all Intellectual Property Customer's performance of any of the obligations set forth herein or any embodied herein shall, subject to Section 3.2 below, vest solely and other delays caused by Customer,the milestones,fees and date(s)set absolutely in SirsiDynix or its licensors. forth in the Quote shall be adjusted on a T&M basis as reasonably 3.2 Limited License. SirsiDynix grants Customer, upon full necessary to account for such delays,and the adjustment shall be made payment of the applicable fees and charges, and subject to the by change order in accordance with the provisions above. restrictions set forth in the Section 6.2 of the Master Agreement, a 2. PROJECT MANAGEMENT. personal, nontransferable, nonexclusive, irrevocable license to use the deliverables solely for its own internal business needs. 2.1 Responsibility. SirsiDynix shall be responsible for securing, 4. TERMINATION. managing, scheduling, coordinating and supervising SirsiDynix personnel,including its subcontractors,in performing the Services. This Schedule may be terminated in accordance with section 9 of the 2.2 Cooperation. Customer shall provide SirsiDynix with good Master Agreement. faith cooperation and access to such information, facilities, personnel Where the non-breaching Party has a right to terminate this Schedule, and equipment as may be reasonably required by SirsiDynix in order to the non-breaching Party may, at its discretion, either terminate this provide the Services, including, but not limited to, providing security Schedule,or the applicable SOW. access, information, and software interfaces to Customer's applications, Upon termination for any reason, all work products, including all drafts and Customer personnel,as may be reasonably requested by SirsiDynix and works in progress of deliverables shall be delivered to Customer. from time to time. Customer acknowledges and agrees that SirsiDynix Upon SirsiDynix's receipt of a notice of termination, SirsiDynix shall performance is dependent upon the timely and effective satisfaction of cease and shall cause any agent or subcontractor to cease all work Customer's responsibilities hereunder and timely decisions and under, the applicable SOW and minimize any additional costs or A� Customer Initial and Date: • °7�p�� Confidential `►" Page 10 of 13 � DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortiium GC#331022 reimbursable expenses unless otherwise directed in wilting by performed to the date of termination on a T&M basis together with any Customer. Except as may be expressly set forth in the applicable SOW, expenses reasonably incurred in connection therewith. The parties. after such termination, Customer shall pay SirsiDynix fees for services """'END OF PROFESSIONAL SERVICES SCHEDULE'""""" Customer Initial and Date: / 1 � L Confidential Page 11 of 13 // `t►' SirsiDynix- DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortiium GC#331022 Authorization for Release of Data Information Schedule This Schedule is entered into between Sirsi Corporation dba SirsiDynix("SirsiDynix")and the customer listed in the signature block on the Signature Page and Summary of Agreement.("Customer"). The provisions of the Master Agreement("Master Agreement"),incorporated in the Signature Page and Summary of Agreement,are hereby fully incorporated herein by reference. Capitalized terms that are not otherwise defined in this Schedule shall have the meanings set forth in the Master Agreement. The effective date of this Schedule shall be the date specified on the Signature Page and Summary of Agreement("Effective Date"). The above parties agree to the following: Customer's hardware administrator ("HW Administrator") hereby previous 12 months for the product or service which is the subject matter authorizes Sirsi Corporation d/b/a SirsiDynix,with principal offices at 400 of the claim, and any such liability shall exclude any indirect, special, West Dynix Drive, Provo, Utah 84604 ("SirsiDynix") and its agents, incidental, exemplary punitive, treble, or consequential damages. suppliers, and its subcontractors, to connect and access the current SirsiDynix warrants only that the service shall be performed in a Integrated Library System(ILS)and associated hardware servers. HW workmanlike manner consistent with industry standards reasonably Administrator hereby authorizes SirsiDynix to extract all databases, applicable to the performance of such services, which does not mean policies and configuration information as required by SirsiDynix for the that the service shall be error free. SirsiDynix shall not be responsible project. HW Administrator hereby authorizes the transfer of this for any loss caused by: 1)modifications made to the System by anyone information to SirsiDynix computers for the purposes of evaluation, other than SirsiDynix,2)the combination,operation or use of the System conversion, and/or import into the SirsiDynix product. All data components with any items not supplied by SirsiDynix to Customer, 3) information will only be revealed to agents,suppliers,and subcontractors Customer's failure to use any new or corrected versions of the System of SirsiDynix. No data information will be published to other Customers components made available by SirsiDynix, 4) SirsiDynix' adherence to of SirsiDynix or any unassociated resource without HW Administrator's Customer's specifications or instructions, 5)any deviation by Customer consent. from the SirsiDynix Software operating procedures. Declining SirsiDynix' access to Customer's current ILS system will likely cause information While connected to your server, SirsiDynix staff will execute a suite of loss in the migration to the SirsiDynix ILS product. SirsiDynix shall not programs which reads Customer's current databases and creates a text be held liable for the information loss. file on its server containing the data in a flat ASCII format. One file is created for each data type to be extracted and/or loaded into Customer's Additional Comments Regarding Disk Drivers or File Systems: new ILS system. These programs are executed with the lowest possible priority in order to avoid interruption with Customer's daily activities. These executables can be run while Customer's current ILS is in operation. HW Administrator acknowledges that the notes (or lack thereof)at the bottom of this form indicate any and all disk drivers or file systems that SirsiDynix staff should use or avoid. This authorization shall be in force for the duration of the project. Customer shall have the right to revoke this authorization, in writing, at any time by sending such written notification to the SirsiDynix Project Manager Representative. SirsiDynix' liability in any matter relating to this project will be limited to the payments made Customer during the **"""*END OF AUTHORIZATION FOR RELEASE OF DATA INFORMATION SCHEDULE'"*'**" Customer Initial and Date: Z Confidential Page 12 of 13 "►, '� �"; DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 File:COALA Consortium GC#331022 At Will Addendum This Addendum("Addendum")is entered into between Sirsi Corporation dba SirsiDynix("SirsiDynix")and the customer listed in the signature block on the signature page of this Amendment.("Customer"). The provisions of the Agreement("Agreement"), including its incorporated schedules and addenda,are hereby fully incorporated herein by reference.Capitalized terms that are not otherwise defined in this Addendum shall have the meanings set forth in the Agreement. The effective date of this Addendum shall be the date specified on the signature page of the Amendment("Effective Date"). The above parties agree to the following: 1. Definitions: "Initial Term"and"Renewal Term"are defined shall be equal to (i) the difference of 8% of the total Maintenance in this addendum as they are in the Perpetual Software License and and/or SaaS Services fees related to the prorated Maintenance and/or Maintenance Schedule and/or the SaaS Services Schedule as they SaaS Services Term which is terminated early and the actual refer to their respective services. Maintenance and/or SaaS Services fees paid, plus(ii)the amount of discounts on Software, Content or Services(excluding the terminated 2. Fees:Customer acknowledges that SirsiDynix has provided Maintenance and/or SaaS Services)extended to Customer during the Customer with Maintenance and/or SaaS Services at rates that Maintenance and/or SaaS Services Term which is terminated early. represent a substantial discount from the rates that SirsiDynix would Customer agrees that damages suffered by SirsiDynix in the event of otherwise charge, along with certain other free or substantially early termination are difficult or impossible to determine and that the discounted products or services, as identified in the Quote, for the above amount is intended to be a reasonable approximation of such Initial Term or Renewal Term(s)of Maintenance and/or SaaS Services damages and not a penalty. Customer agrees that it will pay such (each referred to individually as a'Term"), based on the assumption amounts within thirty (30) days of any early termination of the that Customer will remain a client for the whole of such Term. Maintenance and/or SaaS Services. Customer shall notify SirsiDynix Customer therefore agrees that it is reasonable for Customer to pay a in writing of its intent to terminate such Maintenance and/or SaaS fee to SirsiDynix in the event of termination of Maintenance and/or Services not less than ninety(90)days prior to the date of termination SaaS Services services by Customer, other than due to breach by and Customer is not eligible for any pro-rata credit or refund for SirsiDynix, prior to the expiration the then-current Term. Such fee unused partial year Maintenance and/or SaaS Services fees paid. *******END OF AT-WILL ADDENDUM`***'** Customer Initial and Date: ,.!A i •A - !Z °2��L Confidential V / Page 13 of 13 +i Sirs Y'ynix DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Statement of Work General This quote is for Symphony to Symphony SaaS. The subscription for Data Stream ($6,102)will stay the same. The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. Page 1 of 8 11 SirsiDynil DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Summary of Pricing All prices are in U.S. dollars($)and are exclusive of taxes unless otherwise noted. Component Price 2nd Year Amount SirsiDynix Symphony SaaS subscription 36,250 38,790 Implementation Services 10,850 - QUOTE TOTAL 47,100 38,790 Quote date: July 26, 2011 Quote valid until: December 15, 2011 Prices and products presented here are valid until December 15,2011 .The information contained herein is proprietary and intended only for the individual named above.To place an order for the above products and/or services,please sign and FAX this document to: North America:(801)765-6550 UK:+44(0)1923 431847 Australia:+61 3 9678 9163 Germany:+49(0)30/24 31 02 22 This quote is hereby fully incorporated into the Master Agreement and Schedules The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. Page 2 of 8 SirsiDynix" DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Total Cost of Ownership All prices are in U.S. dollars($)and are exclusive of taxes unless otherwise noted. Component Year 1 Year 2 Year 3 Total SirsiDynix Symphony SaaS subscription 36,250 38,790 41,500 116,540 Implementation Services 10,850 - - 10,850 TCO 47,100 38,790 41,500 127,390 Initial Term of Maintenance and SaaS Services: Three(3)Years Initial Term Annual Price Increase Cap for SirsiDynix the greater of 7%or CPI annual price increase cap until Products/Services: Term renewal Fees for the Initial Term are due annually in advance on the anniversary of the Go Live Date. The above quoted Initial Term price is for SirsiDynix products or services only.Third Party/integrated product/service fees may, at the discretion of the Third Party, increase more than the above noted Initial Term pricing and shall be increased accordingly by SirsiDynix. SirsiDynix reserves the right to adjust Initial Term pricing in regards to Third Party/integrated products/services. All other capitalized terms used herein have the meaning set forth in the Agreement,unless expressly stated otherwise in this quote. The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Detailed Pricing All prices are in U.S. dollars($)and are exclusive of taxes unless otherwise noted. Component Price SirsiDynix Symphony SaaS subscription SirsiDynix Symphony SaaS 36,250 Cataloging Included Circulation Included Public Access Included Z39.50 server Included Authority control Included Backup circulation Included Inventory Included Reports ReferenceLIBRARIAN Included SaaS User Level-50 Staff seats Included Total SirsiDynix Symphony Saas subscription 36,250 Implementation Services Data Migration 3,280 Installation 7,570 Total Implementation Services 10,850 QUOTE TOTAL 47,100 This quote is hereby fully incorporated into the Master Agreement and Schedules The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. Page 4 of 8 SI2'S1Dy111Xa DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Component Descriptions SirsiDynix Symphony SaaS subscription SirsiDynix Symphony SaaS SirsiDynix Symphony's Core Package includes Cataloging,Circulation,and Public Access modules. SirsiDynix Symphony is an open, Additional functions include:utilization of an Oracle database,a Z39.50 server,Authority Control,Backup versatile,scalable library Circulation,and Reports.Authority Control:Links authority-controlled bibliographic headings with management solution for corresponding authority records through an ANSI-standard thesaurus.SirsiDynix Symphony complies with managing all technical and Bath Profile release 1.0 and most of release 2.0 Functional Area A.We comply with Release 1.0 of public services within libraries Functional Area B.SirsiDynix Symphony complies with Z39.50 Level Three(client and server),provides and consortia. With these broadcast searching as a standard,and complies with Bath Profile Level One. capabilities, SirsiDynix Symphony enables libraries to SaaS User Level-50 Staff seats cut costs while providing the highest quality of service,and allows IT staff to respond to the Implementation Services needs of the library while greatly Data Migration: lowering risk. Oracle Migration Data Services SirsiDynix will export a library's Informix databases and import them into Oracle for any Uncom or SirsiDynix Symphony client.All modules currently in use will be migrated to the new database application. Installation: Product Delivery Informix to Oracle Platform Migration(remote) Migration includes installation of Oracle and migration of existing ILS software,configuration and data as exists on current system.Non embedded Oracle installations must meet SirsiDynix Oracle requirements Project Management Unicorn/Symphony Platform Migration Project Management Service for a Unicom/Symphony Different OS and/Or Different Database Platform Migration.Project Management Service includes a project management resource who will do the following during the standard,active implementation period of the project:act as the primary SirsiDynix Contact;hold weekly progress calls(as needed)with the customer,coordinate SirsiDynix resources; and transition the customer to client care once the new platform has been implemented. The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. Page 5 of 8 SirsiDynix` DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Contact Information Quote Information Client name COALA Consortium Quote reference number 43659 Quote date July 26,2011 Quote valid until December 15,2011 License agreement number Client Information Contact Name Craig Clark Address Boynton Beach City Library 208 S.Seacrest Blvd. Boynton Beach Florida 33435 United States Email clarkc @ ci.boynton-beach.fl.us Phone 5617426380 Fax 5617426381 Billing Name Craig Clark Address Finance Dept.PO BOX 310 100 E.Boynton Beach Blvd Boynton Beach Florida 33435 United States Email clarkc @ci.boynton-beach.fl.us Phone 5617426380 Fax 5617426381 Shipping Name Craig Clark Address Boynton Beach City Library 208 S.Seacrest Blvd. Boynton Beach Florida 33435 United States Email clarkc @ ci.boynton-beach.fl.us Phone 5617426380 Fax 5617426381 SirsiDynix Information Sales Rep Bacari Nelson Field Sales Consultant,Central Region Email bacari.nelson @sirsidynix.com Address Phone (800)288-8020 Fax (678)802-0571 The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. Page6of8 SirSiDyriiX" DocuSign Envelope ID:DF714231-F3DE-424 -94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Terms and Conditions Other Terms 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. Customer's data must be provided to SirsiDynix in a format approved by SirsiDynix or additional data conversion/migration charges will apply. De-duping is the Customer's responsibility, unless stated otherwise in writing. "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. Fees and Payment Terms The term of any quoted subscriptions is for no less than three(3)years from the date of initial use of the subscription. Subscriptions shall be paid in advance and early termination of any quoted subscription for any reason will incur a reassessment fee of the full amount of the discount on the Quote of the subscription received by the customer plus interest. Reassessment amount will be due within thirty(30)days of the date of early termination. All subscriptions auto-renew annually after the initial three(3)year term unless sixty(60)days prior to termination notice is received in writing to legal ansirsidynix.com or to Legal Dept. 400 Dynix Dr. Provo, UT 84604. The Initial Term of maintenance and support is no less than three(3)years, and shall commence on the Go Live Date,to be paid in 12-month installments in advance and shall automatically renew for the length of the Initial Term. Subsequent years'Support, Subscription and SaaS Services fees are to be paid annually in advance. Following the first year of System operation, Support, Subscription,and SaaS subscription fees will be subject to annual increases. SirsiDynix Software license fees • 100%due upon installation of client SirsiDynix Software on Customer's system Support/Maintenance fees • 100%of first year's Support due at installation of Software Services/Training • 50%due upon completion of first data test load,where a test load is part of the services • 100%of the remainder due upon completion of services/training SaaS Migration • 100%of total for Services and first year subscription fees due on date of initial live use of SaaS Services. **Fees and Payment Terms which do not reflect the services and/or products purchased by the Customer are non-applicable. The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011-All Rights Reserved. Page 7 of 8 SirsiDynix DocuSign Envelope ID:DF714231-F3DE-4244-94A5-7D9C241F9CF7 Quote for COALA Consortium Reference number 43659 Terms and Conditions Signatures Cooperative Authority for Library Automation By: Boynton Beach Public Library (Authorized Signature) Printed Name: Title: Date: The above document is 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 fumished 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. The above information is a trade secret,proprietary and confidential and is only for use by the library named above and not to be released. SirsiDynix Copyright 2011—All Rights Reserved. Page 8 of 8