03.08 Automated Library System �°F-°'?q
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��� ��'� AGENDA ITEM
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?'�`'�Ra a:��.'-�'�`�-
����'`" May 14, 2019
TO: Honorable Mayor and Members of the City Council
THRU: Rick Otto, City Manager
FROM: Dave Curtis, Li Services Director ��
REVIEW: City Manag r� Finance�
1. SUBJECT
Agreement with Sirsi Corporation for the automated library system.
2. SUMMARY
This five-year agreement provides annual software licensing, subscriptions, technical
, support, maintenance, and one-time software implementation services for new products
for the automated library system through June 2024.
3. RECOMMENDED ACTION
Approve the agreement with Sirsi Corporation, totaling $406,063 over five years, for
annual software licensing, maintenance and support of the automated library system and
authorize the Mayor and the City Clerk to execute on behalf of the City.
4. FISCAL IMPACT
The total expenditure for this agreement is $406,063 and will be funded in Automated
Library System (19302) through General Fund (100).
5. STRATEGIC PLAN GOALS
Goal 4: Provide outstanding public service
c. Enhance technology to improve public accessibility to information and services:
6. DISCUSSION AND BACKGROUND
The City entered into an agreement with Sirsi Corporation (dba SirsiDynix) in 2003, at a
cost of $335,000 plus annual maintenance and support fees for an automated library
system that enables checkout of library materials to patrons. In June 2014, the City
authorized an amendment to the agreement that capped annual maintenance increases
to 2:9%. In June 2015, the City authorized a second amendment to migrate the software
and databases from City-owned and .maintained servers to SirsiDynix's cloud-based .
Software as a Service (SaaS) through June 30, 2019 at a cost of $285,098 over four �
years. The cost for Fiscal Year 2018-2019 (FY19) is $68,883.
ITEM 3� � 05/14/2019
Proposal and Purpose
This five-year agreement renews the partnership with SirsiDynix and proposes annual;
cloud-based software licensing, subscriptions, technical support, maintenance and one-
time implementation services for new software products fhrough June 30, 2024. The
agreement caps annual increases at 0% in the second year of the agreement(Fiscal Year
2020-2021), and at 1.9% each subsequent year through Fiscal Year 2023-2024.
Customer loyalty discounts are effective throughout the term of the agreement.
The SirsiDynix automated library system software facilitates the acquisition, cataloging,
management, and checkout of the library's collections to patrons; creation and
maintenance of the patcon database; and provides analytical reporting. The agreement
also proposes new software products including Enterprise, a state-of-the-art online public
access catalog that manages both print and digital collections; Data Control, an interface
that enables global editing of the patron and bibliographic databases; and a mobile
application for patron=owned Android and iOS devices. Finally, the agreement supports
attendance for� one. .attendee at the annual Customers of SirsiDynix User Group
Conference (COSUGI)that provides training, networking opportunities, and tools that are
essential for managing the system.
Staff negotiated the agreement with SirsiDynix to include a suite of new software and
features thaf will benefit library users, while maintaining a cost that is within budget.
Cost and Funding
The proposed cost over the life of the agreement is$406,063, and the following payments
are due July 1 of each fiscal year:
FY 2019-2020 *$83,025
FY 2020-2021 78,350
FY 2021-2022 79,934
FY 2022-2023 81,551
FY 2023-2024 83,202
TOTAL $406,063
*Includes new software implementation services
Staff intends to fund the cost annually from Equip Maint — Automated Library System
100.2004.51423.19302. Sufficient funds will exist for FY 2019-2020 upon adoption of the
City's budget in June.
Alternative
Staff considered a competitive bid process for new library system software as an
alternative to renewing the partnership with SirsiDynix. In this scenario, staff recommends
hiring a library consultant to develop the specifications and lead the request for proposal
(RFP) and vendor selection process. The cost to hire a consultant ranges from $15,000
to $20,000; and staff effort ranges between six and nine months. Following contract
award, a system migration would require nine to fifteen months of staff effort to complete,
and there would be a signifieant learning curve for staff and patrons.
Staff weighed this data along with other factors including the high level of satisfaction with
SirsiDynix's software, .technical support, overall performance, and cost, as well as
customer loyalty discounts on products and annual maintenance increase caps provided.
Staff considered that SirsiDynix is the preferred library automation vendor for most
Orange County libraries. Fullerton, Huntington Beach, Mission Viejo, Orange County, and
ITEM 2 05/14/2019
Placen#ia public libraries are SirsiDynix customers. Anaheim Public Library just migrated
to SirsiDynix SaaS and another library in Orange County has completed a competitive :
bid process and is awarding the contract to SirsiDynix. Following the analysis; staff
concludes that renewing the partnership with SirsiDynix is the best option for Orange
Public Library.
Recommendation
Staff recommends approval of the five-year agreement with SirsiDynix. Staff is very
pleased with their perFormance over the years and is excited by their new product
development and vision for the future. SirsiDynix is an industry leader that has been
providing technology to libraries for more than 30 years. Their customer base includes
more than 23,000 library facilities in more than 70 countries.
7. ATTACHMENT
• Agreement with Sirsi Corporation
ITEM 3 05/14/2019
CONSULTAN'T SEItVICES AGRE]EMEN'I'
THIS CONSULTAN'I'. SERVICES e�GREENIEIYT (the `'Agreement") is made at
Orange, California, on this day of , 2019 (as the "Effective Date") by and
between Ehe C1TY OF ORANGE,a municipal corporation ('°Ciry"),and SIItS[CORPOYtATION,
a Delacvare corporation, dba SIRSIDYNIX(''S[RSI"),�vho agree as follows:
1. Scrvices. Sub,�ect to the terms aad conditions set forth in this Agreement, SIRSI
shall provide to the reasonabie satisfaction of City the services set forth in Exhibit"A," �vhich is
attached hereto and incorporated herein by this reference. As a material inducement to City to
enter into this Agreement, SIRSI represents and warrants that it has thoroughly investi�ated and
considered the scope of services and finlly understands the difficufties and restractions in
performin�the work. SIRSI represents that it is experienced in performing the�vork and wili use
commercially reasonable efforts in performance ofthe worf:. A!!services provided shall conform
to aIt federal,state and local laws, rules and regulations and to commerciaily reason�ble standards
and practices. Tt�e terms and conditions set forth in this A�reement shall control over any terms
nnd canditions in Etl�ibit"A"to the contrary.
2. Co�nnemsation and Fees.
a. SIRSI's totAl compensation for a!I services perfos-med u�der this
Agreement, sltiall not exceed FOUR HUNDRED SIX THOUSAND SIXTY-THREE DOLLARS
and d0/100(�40b,063.40),not including any applicable ta�,�vithout the prior written authorization
of City. The total payable each year of the Agreement for current and new products and
subscriptioas services shall be as set forth in E�chibit B, which is attached hereto and incorporated
herein by this reference, and shall noE exceed the following:
Year t (FY 2019-2020) - $83,02�
Year 2 (FY 2020-2021) - $78,3 SO
Year 3 (FY 2021-2022) - $79,934
Year�{FY 2022-2023) - $8 I,55 l
Year 5 (FY 2023-?024) - $83,2p2
b. The above fee sliall �nclude all costs escept taYes, including,hut not iimited
to, all clericat, adminisvative, overhead, insurance, reproduction, teiephone, travel, auto rental,
subsistence and aIl related expenses.
3. Pavmcnt.
a. Each year, SIRSI shali submit to City an invoice for annual maintenance
and subscription services bv 3ufy 1 for the upcoming fiscal year.
b. A!1 such invoices shall state the basis for the amount invoiced, including
services to be performed for the failowing twelve months.
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� c. Ciry wil! pay SIRSI the amount invoiced �vitliin thirty{30) duys after the
Approval af the invoice.,
d. Payment shali constitute pu}+ment in full for All services, authorized costs ,
and aathorized extra work cover.ed by that invoice.
4. ChaaQe Orders. No payment for extra services caused by a change in the scope
or complexity oFwo�lc,or for aay other reAson, shalf be made unless and until such extra services
and a price therefor have been previously authorized in�vriting and approved by the City Council
as an amendment to this Agreement. The amendment shall set forth the changes of�vork,estension
of time for preparation and adjustment of the fee to be paid by City to SIRS[.
5. Licenses. SIRSI represents tliat it and �ny subcontractors it may engage, possess
any and al!licenses which are required under state or federal la�v to perForm the work contemplsted
by this Agreement and that S[RSI and its subcontractors shall maintain ali appropriate licenses,
including a City of Orange business license,nt its cost,durins the performance of this Agreement.
6. Indencndent Contractor. At all times during the term of this Agreement, SIRSI
shall be an independent contractor and not an employee of City. City shAll6ave the right to control
SIRSI only insofar as the result of SIRSI's services rendered pursuant to this Agreement. City
shail not have the right to control the means by which S[RSI accomplishcs services rendcred
pursuant to this Agreement. SIRSI shall,at its sole cost and expense,furnish al!facilities,materials
and equipment which may be required for furnisl�ing services pursuant to this Agreement. S[RSi
shall be solely responsible for alE matters relating to the payment of its third-paRy subscription
providers, subcontractors, a�ents and employees, including compliance with social security,
�vithholding and all other wages, salaries,benefits,taxes,e�cactions,und regulations oFany nature
whatsoever. SIRSI acl:nowledges that S[RSI and any subcontractors, agents or employees
emplayed by SIRSI shap not,under any circumstances,be considered employees of City,and that
they shall not be entitled to any of the benefits or ri�hts afforded employees of City, including,but
not limited to, sick leave, vacation ieave, holiday pay, Public Employees Retirement System
beneftts,or he�tlth,life,dental, long-term disability or workers'compensation insurance benefts.
7. Consultant l�Tot Aeent. Except as City may specify in writing, SIRSI shall have
no authority,express or implied, to act on behalf of City in any capacity whatsoever as an agent.
SIRSI sf�atl have no authority,erpress or implied,to bind City to any obligation wh�tsoever.
S. Assi�nment or Subcontracting. Outside assignment to its parent or other
aftiliated company,no ussignment or subcontracting by SIRSI af any part of this Agreement or of
funds to be received under this Agreement shall be of any force or effect unless the assignment
has had the prior written approvai of City, which shall not be unrcasonably �vithheld. City may
terminate this Agreement rather than accept any proposed assignment or subcontracting. Such
assi�nment or subcontracting may be aQproved by the City Manaaer or his designee.
9. Eaual Emnlovmcnt Onnortuaitv. During the performance of this Agreement,
SIRSI agrees as follows:
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�, SIRS1 sltiali n�t discriminate against any employee or applicant for
employment because of race, color,religion,sea, nation�l origire,mental ar physicaE disability,or
any ather basis prohibited by applicable lativ.SIRSI shall ensure that gpplicants are empl�yed at�d
that employ`ees are treated during employm�n�, �vithout regard to their race, color, religion, sex,
national origin,mental or physical disability;or any other basis prohibited by applicable la�v. Such
actions shalE inc[ude, but not be iimited to tlte fol(owing: en�pIoycrtent, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff or tert�ination, rates of pay ar other forms
af compensation and selection for training, including apprenticeship, SIRSI agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination ctause.
b. SIRSI shall,in all solicitations and advertisements for employees placed by,
or on behalf of SIRSI,state that all quatifed applicants tvill receive consideration for employment
�vithout regard for race, coior, religion, sex, natianal origin, mental or physical disability, or any
other basis prahibited by applicable law.
c. S[RSI shall cause language similar to the foregaing paragrAphs{a}and (b}
to be inserted in a91 subcontracts for any work covered by this Agreement, provEded that tlie
foregoing provisior�s sht►ll not apply to subcontracts far standard commercial supplies or ra�v
materials.
10. Conflicts of�nterest. S[RSi agrees that it shall not make,participate in the making,
or in any way attempt to use its positiun as a consultant to influence any decision of City in which
S1dt5I knows or has reason to l:now tl�at SIRSI,its afficers,partners,or employees have a financia!
interest as defined in Section 87[03 ofihe Government Cvde.
11. Intentionallv Omitted.
!2. Insurancc.
�. SIRS[ shall carry workers' compensatiot� insurance as reyuired by la�v far
the protection of its employees during the progress of thc work. S1RSI understands that it is an
independent contractor and root entitled to any workers' compensation benefits under any City
pra�ram.
b. SidZSI shall maintain durir��; the life oF this Agreement the following
minimum amount of compcehensive general liability insurance or commercia! general liability
insurance: the greater of(1) a co�bined single [imit of One Mi9lian Dollars($1,OOQ,000); or(2)
all the insurance coverage andlor limits currently carried by SIRSI. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c. SIRSI sha11 maintain during the life of this Agreemet�t, the follo�ving
minimum amount of automotive liability insurance: the greater of(1) a combined sin�le limit of
One MiUion Doliars ($1,OOU,000); or (2) all the insurance coverage and/or liraiits carried by or
available to SIRS1. Said insurance shall cover bodily injury, d�ath and property damage for all
o�vned, non-awned and hired vehicles and be written on An occurrence basis.
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' d. Any insurance proceeds in excess of or broader tl�an the minimum required
coverage and/or minimum requircd limits,which are appiicable to a given loss, shall be avaifable
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of SIRSI undec this Agceement.
e. Each policy of general liability and automotive liability shall provide thaf
City, its officers,agents, and eraployees are declared to be additional insureds under the terms of
the palicy,but only with respect to the work performed by SIRSI under this Agreement. A policy
endorsement to that effect sha!!be provided to City along with the certificate of insurance,�vhich
endorsement shall be on Insurance Services t7ffice, lnc. Form CC, 20 l0 10 O1. In lieu of an
endorsement,City will accept a copy of the policy(ies)�vhich evidences that City is an additional
insured as a contracting party. The minimum coverage required by subsection b and c, abovc,
sha11 apply to City as an additional insured.
f. The insurance policies maintained by SIRSI shall be primary insurance and
no insurance held or o�vned by City shall be cailed upon to cover any lass under the policy.
51RSI will deteanine its own needs in pracurement of insurance to cover liabilities other than as
stated above.
g. Befare SIRSI performs any work or prepares or delivers any mAterials,
S[RSI shaU furnish certiftcates oFinsurance and endorsements,as required by City,evidencing the
aforementioned general liability and automative coverages on fvrms acceptable to C�ty, whiclt
shall provide that the insurance in Force�vill not be canceled or allo�ved to lapse�vithout at least
ten(10)days prior�vritten notice to City.
h. Except for professionai liability insurance coverage that may be required by
this A�reement, all insurance mAintained by SIRS( shall be issued by companies admitted to
conduct the peMinent line of insurance business in the State of California and having a rating of
Grade A or better and Class VIl ar better by the latest edition of Best's Key Rating Guide. In the
case of professional liability insurance coverage, such coverage shal! be issued by companies
either licensed or adrnitted to conduct business in the Stute of California so long as such insurer
possesses the aforementioned Best's rating.
i SIRSI shall immediately notify City if any required insurance lapses or is
othenvise modifed.
,j. SIRSI agrecs that in the event of loss due to any of the perils for which it
has agreed to provide insurance, S[RS[shail took solely to its insurance for recovery.
k. SIRSi shall include ali suhcontractors, iFany,as insureds uttder its policies
or shalf furnish separate certificates and endorsements for each subcontractor to City for review
and approval. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
13. Tcrmination- Either party may terminate this Agreement by giving noc less than
five (5) days' written notice of intent to terminate if the other party commits a non-remediable
material breach of the Agreement,or if the other party fails to cure any remediable materiaf breach
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or provide a written plaa of cure a��eptable to the non-breaching party within tEiirty(30)days of �
being notified in writing of such breach. Upon receipt of such notice, SIRSI shall iia�mediately
cease worlc, unless the notice from City provides otherwise. Upon the termination of this
A?reement; City shall pay SIRSi for services satisfactorily provided and all allo�vable
reimbursements incurred to the date of termination in cotnpliance�vith this Agreement. City may
�vitltiliold any disputed compensation untiI tite dispute has been settted.City shall not be liable for
�ny claim of lose proftEs. In the event the City Council does not appropriate sufficient funds for a
specified fiscal year, City rrtay terminate this Agreement.
14. Muintcn�ttee and Insneetian of Reeords. In accordance with generally accepted
accounting principles, SIRSI and its subcontracto�s shall maintain rcasonably full and complete
books,documents, papers,accountin�records,and ather information(collectively,the"records")
pertaining to the costs of and completion of services performed under this Agreement. City and
any of their authorized representatives shall have access ta and the right to audit and repraduce
any of S1RSI's records re�arding the services provided under this Agreement. SIRSi sha19
maintain af1 such records for a period of at least three(3)years after termination or completion of
this A�reement. SiRSI a,�rees to mal:e available all such records for inspection or audit at its
offices during normal business hours and upon three{3)days' notice from City,and copies thereof
shali be furnished ifrequested.
1�. Comuliance with all I.a►vsl�mrni ration Laws.
a. SIRS1 shall be knowfedgeable ofand comply with all local,state and federal
la�vs which may apply to the performance afthis Agreement.
b. SIRS1 represents and warrants that S1RS1:
(() Has complied a�d shall at all times during the term of this Agreement
comply, i� alI respects, �vith a(I immigration la�vs, regulations, statutes, rules,
codes, and orders, includinb, �vithout limitation, the Immi�ration Reform and
Control Act of 1986(IRCA); and
(?) Has not and will not knawin�ly employ any individua0 to perform services
under this Agreement ►�vho is ineligible to work in the United States or under the
terms of this Agreement;and
(;) Has properiy maintained, and shall at all ticnes during the term of this
Agreement properly maintain, all related employment documentation records
including, withaut limitation, the completion and maintenance of the For¢n [-9 for
each of SIRSI's employees; and
(�) Has responded, and shall at all times during the term of this Agreement
respond, in a timely fashion to any governrnent inspection requests relating to
immigration la�v complianee andaor Form I-9 compliance and/or worksite
enforcement by the Department of Momeland Security, the I7epartment of[,abor,
or the Social Securiry Administratian.
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c. SIRSI shall require all. subcontractors or sub-consultants for any work
covercd by this Agreement to make the same representations and warranties as set forth in
Subsection b.
d, SIRSI shail, upon request of City, provide a iist of all employees working
under this Agreement and shall provide,to the reasonable satisfactian oFCity,verification that all
such employees are eligible to wark in the United States. All costs s�.ssociated �vith such
verification s�ali be borne by SIRS1. Once such request has been made, SiRSi muy not change
emplo}tees �vorking under this Agreement withuut �vritten notice to City, accompanied by the
Verification required herein for such employees.
e. SiRSI shall require all subcontracto�s or sub-consultants for any work
covered by this Agreement to make the same verification as set forth in Subsection d.
f. If SiRSI, subcontractor or sub-consultant f:no�vingly employs an
employee providing work uncier this Agreement who is not authorized to worlc in the United
States, and/or fails ta follow federal la�vs to determine the status of such employee, it shall
constitute a material breach of tl�is Agreement and may be cause for immediate termination of this
Agreement by City.
16. Goveraing Law and Venue. This Agreement, inclading al! E�chibits, shn11 be
construed in accordance �vith and governed by the laws of the State of California and SIRSI
agrees to submit to the jurisdiction of California courts. Venue for �ny dispute arising
under this Agreement sh�ll be in Orange County,CAlifornia.
17. Inteerution. This Agreement constitutes thc entire a�;reement of the parties. No
otlier agreement, ora) or �vritten, pertaining to the �vork to be performed under this Agreement
shall be of Any force or effect unless it is in writing and signed by bath parties. Any work
perfarmed which is inconsistent with or in violation of the pravisions of this Agreement
shall not be compensated.
18. otice. Escept �s otherwise provided herein, all notices required under this
Agreement sl�all be in writing and delivered personally or by first class mail, postage prepaid, to
each party at the address listed below. Either party may change the notice address by notifying
the otlier party in writing. Notices may be sent by either e-mail or U.S. Mail. Notices shall be
deemed received upon receipt of same or �vithin thrce (3) days of deposit in the U.S. Mail,
whichever is earlier. Notices sent by e-mail shall be deemed received on Ehe date of the e-mail
transmission.
"SIRSI" "CITY"
$irsi Corporation City of Orange
SirsiDynix Technology Centre 30Q E.Chapman Avenue
3300 N.Ashton Blvd., Suite 300 Oran�e,CA 92866-1�91
Lehi, UT 84043
Attn.: Daniel Munro Attn.: Angela Scherer
b
Teleplione No.: 800-38$-8020 ext. �377 Telep9ione No.: 714-288-2�65
£-Mail Address: Daniel:Munro�rasirsidynix.com E-Mail Address: ascherer@ciEyoforange.org
19. Counternarts. This Agreement may be executed in one or more countergarts,each
of which shall be deemed an original, but all of which together sha)l consficute one and the same
instrument. Signatures transcnitted via facsirriile and electronic mail shall ltiave the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreernent as of the
year and day first above�vritten.
"SYItSI" "CITY"
SIRSI C(�RPORATION,a Delaware corporation, CITY OF ORANGE,a municipal corporation
dba S[RSLDYN[X
�gy. By;
Arinted Name:J�(')tr1i�I �g�"ll�! Mark A. Murphy, Mayor
TiEle: � �„�,y,A�t�iC�E.
�
*gy; ATTEST:
Printed e:
Title:
�U�.5�
Pamela Coleman, City Clerk
Ai'PROVED AS TO FORitit:
Mary E. Binning
Senior Assistant City Attarncy
*NOTE: Ci1y reqtrires dlae followirtg signature{s) on helratf of SIRSL•
-- (1} 1Ge Ckairnran of the Bonrd, tbe Preside�rt or a �ce-President,AND {2) the
Serretury, tlYe Clrief Fi�ra►icia!Offrcer,tlie Tretasurer, a��Assrsta�rt Secretary or
an Assistant Treast�rer. If o1rly ane corparate offtcer �rists ar o►ie corporale
officer leolds mvre tlran o�re curpurute uffrce,please sa arrdicate. 4R
� TJre rorporate offtcer»u�lted in a corporate resolutiort as uittliarized to enter i�rto
flris AgreenteuL A cnpy of tlre cvrpurate resvlutiorr, certiferA by d�e Secretar'�
clnse i�r tiriie ta tlre�Yecutio�t aJllie Agreen:e�tt, srust hc•pravided to Ciry.
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File:�v af Orana Public Library �aC#330338
MAST�R AGRE�MENT
BETVNEEN
CITY OF ORANGE PU�L1C ILi�RARY
AND SlRS1DYNIX
1. pURPOSE AND SCOPE rttigration. �.2.3 Customer shall use the Third PaAy Products solely in
1.1 Pprtfes and EHectiva Date. This Master Agreement (ihe "Master conjunctEon with the SirsiDynix Sofiware and Customer shap have no
Agreemeat) is entered into between Sirsi Corporatlon dba Sirs�Dynix braader rights wtth resp�t to the Third Party Products than it has to the
("SlesiDynfx") and tbe custnmer identified in the signalure blxk below SirsiDynix SoRware. SirsiDynix may add andfor substitute func�onalOy
("Customer'�,witti eftect on the date oP the last signature below(`E4leattve e4uivalerii producls fat any 1hiM party ilems in the event of product
dats"j. unevailability,end-of-life,or changes ta soitware requiremenls-
ia Purpose.This Master Agreement este6lishes the generai te�ms and z•3.1 Subscriptdons. For Subscr(ptions purchased by Customer, and
conditions to which the pariies have agreed with respect to the provisioa of �ubJect to the tertns and conditions of lhis M�ter AgreemenS including
Products by SirsiDynix to Customer.Additional terms for lhe purchase ai e wiihout limitation the restrictions set fath in Sectfons 2.7 and 2.9 and Umely
specific Product are set forth in 1he Quate(sy.By sig�ing below,the parties PaYment of the appliceble fees,5irsi0ynix grants to Customer Uie dght to
acknowledge receipt of and agree to he baund by the terms and conditfans access end use the Subscription idenGred in ihe Quote solely far Intemal
of this Master Agreement and the Quote(s) iw Products purchased hy Business Purposes and to use the Documentation in co�ection with such
Customer.All pre-printed orstandard lerms af any Customer purchase order aecess ao0 use far lhe Term,SirsiDynix shalt u5e commercially reasanabte
or oRher business process(ng document shall have no eHect. eHoris to make Ihe Supscrlpiion Serviaes available Z4x7, �xcept for
scheduled downGme events,�emergency downtime eveots, or Intemet
1.3 Incorparat(on ot Quotes,'Quote"means lhe dxument(s},regardl�s service prowder failures or delays, SfrsiDynix witl use commerc(ally
of actuat qeme,executed by ihe parties whiCh is incorporated by refererlCe reasonable eifarts to perioml5cheduled downtirne events outside of norma!
into Ihe ierms at this Master Agreement, and describes order•speci(ic 6usiness hours. Custorner acknowledges that the Subscription Services
information,such as descripfion o!Praduct ordered,License Melrics,fees, may be subJect to IirnitaUons,delays,and other probtems inherent in ttie use
statements of work,exhibits and milestones At any time aRer execution of o(the Intemet and eiectronic communicallens.SirsiDynix Es noi responsibls
the Master Agreement and the initial Quote, Custamer may purchase for any delays, deAvery failures, ar olher damage resulUng (rom such
additional Products ar othervvise expand the scope ot existing licenses or problems. 2.J.2 Customer is solely respaissible for obtaining and
Subscriptians granted under a 4uote, upon SirsiDynix receipt end maintaEning at its own expense,all equipment that may 6e needed tn access
acceptance ot a aew Quote specifying tlie foregoing. SubscdpUons,including without IimitaBon, Internet connecGons.Customer
1.a Incorporatlon of EULAs.Customet's�e of any 3hird PaKy Products understands lhat Subscription communicatipns may iraverse an
licensed hereunder or incorporaied in ihe Praducts may be subject ta,aad unencrypted p�lic Intemet conneciion and that use of ihe Intemet provides
Customer shali slgn and camply with,any applfcab0e EULAs. the apparWnity f� uaautharized third partiea lo illegaliy gain access to
1.5 Order of Pr�cedenee.7o the eztept any terms and wndilions of this Cuslomer Oata. Accordingly, SIrslDynix does not guaranty the privacy,
Master Agreement conNcl with Ihe terms and condi6ons o(a Quoie, the security or authenticity ot any intarmation transmitted over ar stored in any
terms and conditlons of the Master Agreement shatl control,except where system connected to lhe Iniemet.Cusiamer shall not encrypt Subscription
ihe Quote expressly states the intent ta supersede a spedflc poAian of the Uaffic except as may be available through the SirsiDynix VPN solution.2.3.3
Masler Agreement.To the extent any terms and canditlons ai this Master Customer is responsible far maintaining the conftdenliality oi all passwoMs
Agreement can(licf with the terms and conditions of an EULA,the terms and �d tor ensuring ihat each password is used only by the authorized user.
condilions af the EULA shall Cnntrol. Custumer is responsible for ail activities that occur under Cusiomer's
account. Customer agrees to immediately nofify SirsfDynfx of any
2. PRODUCTS llSE RIGHTS;TITLE unauthodzed use of Customers account or any other breach af secudty
2.1 Generalty. Custorners purchase ot Products under this Master �nown to Customer.SirsiDynix shap have no tiab�Gty for any fnss or damage
Agreement may include irom time-to-tlme Soilware. Subscriptfons, arising irom CustomePs failure ta compty with ihese requirernenls_2.3.4
Services, and/or Hardware.The following pravisions under Ihis Seciion 2 Customer shall be salely responsible for ihe accuracy,quality,integrity and
apply if retevant to the type of Aroduct purchased pursuant ta a 4uate. �e9ality a(Gustomer�aia and of the means by which it acquired Gustomer
2.2.1 Software ticense.Su6ject ta the terms and conditions of this Master Data.Customer acknowledges and agrees thaf Sirs�Dynix does no!monitor
Agreement inGuding without limitatian the resUictions set forth in Section or pofice ihe content of communicaGons or data ot Custamer ar its us�s
2.7 and Sectio�2,9 and timely payment af the appiica6le fees,SirsiDynix Uansmitted (hrough the Suhscriptians, and that SirsiOynix shall nat be
hereby grants to Customer a 5mited,non-exctusive,and non4ranstera6le responsible for the conient of any sueh cammunications or transmissions.
license to{i)install,n,n and use the Saftware idenfified in lhe Quole in the �ustomer sha0 use the Subscriptions exclusively for authorized ar�d legaf
Operating EnVironment solely for Inletna)Business Purposes,and(if)use Purposes,consistent with all applicable Iaws and reg�ations. Customer
the DoCumentation in cannectian with such use of the Software.Customer ag�es nat la past or upload any Content or data which (a} is 6belous,
may nol make copies of the Software except a reasor�able number of defamatory,obscene,pomographic,abusive, harassing or threatening;(b)
machine•readable copies solely/or intemat backup ar archival purposes.All ��^tafns viruses or other contaminaling or destruUive features:(c)violates
tntellectual Praperiy rights natices must be reproduced and included on the rights af oihers,such�dala which infringes ors any inlelleclual property
such copies. Custamer shall rnaintain accurate and up-to-date records af righls or violates any right of privacy or publicity;(d)eonstitutes sensitive
the number and lacatio�of ali copies oi the Software and iMorm SirsiDynix Persanel infa�matian such as social security rwmbers, credil card
inEormation, or drivers license num6ers,� or (e} olherwise violates any
in writing of such upoa request.2.2.2 Unlesg othervrise set taib In a Qu�e. applica6le law.Customer further agrees not ta�nterfere or disn�pt networks
lhe Software shaU nat be simultaneausly laaded and operated an mare thart c�nected to the 5ubsuiptions,not lo lnteriere with anather customer's use
one hardware platform,excepl temporarily during the pracess of plaHorm
Custame�InitIal and Date: Conflder�tial
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Fie:Cfiv o!Oranae Pubfic Llbrary GClk 330338
and enjoyment o!similar servtees and to camply with atl reguiabans.policies service requests are deemed excessive as a r�uft ot insuRIcient trainirtg,a!
and procedures oi networks conneq�lo the SubsuipCior�s.SErslDynix may S�rsiD}mix's disaetion.2.8.9 In fhe event Custamer do� not renew
remove any vlolating content posted ar lransmitted an or through the Maintenaace aad subsequently desices to reinstate Malntenance, a
Subse�ipUons; without noflce to Customer. SirsiDyniz may suspend ar relnstatement fee shaU be assessed equal to 120°� of tha sggregate
terminat�:any user's access to the Subsaiptions upon notice in the event Ma:ntenance fee that wouk!have been payable during the period of lapse_
that SirsiDy�lx[easanably,determines that such user has vlolaEed these 2.8.1 Q For Software qcenses aAd Subscript�an Software.Cuatomer is so�iy
terms and conditions, Z.3.6 Tha provision oi third party Subscripdons is resp6nslt�e fa the Instailat�on 6f Updates and agrees to(i)meet the Update
subject to availability lrom tFdrd party provkte�s and SirsiDynix shall have no standard set io�th in fhe S�siDyni,c SuppoA Polic�es refeienced tn the
Gabil;ty shoutd such Subsuiptlon hecome unavallable far any reason o�is deflniUan ot Maintenance artd(u)maiMain fhe Operating Environment.With
no longer aveila6le under reasonabls commercia!terms.2.3.6 In lhe event respeet to SubsctipUons,Sias;Dynix is responsible for fhe implementatian af
that Customer is locally hasUng SubsaipSon Software, SirsiDynix he�eby Updates and shall no langet provide access to a�y prevlaus cefease upon
granSs to Customer, subJed to the terms and condi�ons of this Master the date SirsiOyNx mtgrata to a new Update for produCilarl use in
Agreement induding w+thout Iknitadon tha resbicdo�u set/orih fn Sectton Sirsipynix's hosted environmeM.
2.7 and Sectlon 2.9 and timely payment of the applicable fees.s Ifmiled, �,6.1 Hardwara and Hardware MaiMenanee. Tftte lo the Herdware
non-exclusive. non-transtera6le pranl ai use to loca9y iristall and use the ��t1Aed in the Quote, U any. shall pass to Custamer on SirsibyniXs
Subacriptlon Software solely for C�tomer's iMema6 bisiness purposes. p��Bment of the Hardware with a commmt carrier or Ifcensed trucker.which
The grant of use tor SubsaipUan Sotiware��a license and remalns in shaA coost�ute delivery lo Customer. Thereafter Customer w91 be
eHect onty while Customer is tlmely payirtg its SubsutpUon f�s to �p�s��e tor tlsks ot foss or damaye,except for Icss or damage caus�l
SirsiDynix.If Customer taits to timelyr pay 5ubscrfptian tees,Custamer must by SusiDynlx�the prxess oi installation_2.6.2 Sirsipynix does not provide
immed3ately diseoatinue use ot and ce�tity to StrsiOynix ihe removal oP $u ort for Hazdware un�ess Customer urehasee
SubscdpUon Sotlware, pp P �' a����e
maintenance assoGeted with auch Hardware.Such Hardware mafntenance
2.4.1 Services. Servfces are descrtbed in�e Quote.SirsiDynix shall be may be provided lhrough a thad party and is subject to tl�at thtrd party's
respansible for securing, manegfng, schedulfng, coordinating and standard terms,condiGons and warranifes,ff any.
supervls(ng Sirsibynix pecsonnel,induding�s subcantraclors,in pertorml� Z.� �,Icense EYletrics.Customer may not use tl�e Produtts in excess
any Serv(ces.Any change lo the scope of Servtces must be in writ(ng signed �{�he License Metrics specified in Ihe Quote.Addidonal Ltce�se Metrfcs and
by both parties_Once executed by both partles,a change shatl beeome a �y�iated Maintenante must be
part of the Quote.2.4.2 Cuatomer asknwWedges and agree5 tltat SIrslDynix P���at the pNang in eHect at the
perforrnance Is dependeM upon the tlmely and etfecNNve satistactian � time the addiiional License MeUics are added in the event aeeual usage
Customer's responsihtqUes hereunder and tlmely decisions and rovals ex�eeds the qcer�sed quantity,prorated forthe remainderof the then-currerd
� Term. The addNional LEcense Metrfcs purchased ahali terminate on the
oi Customer in conneclion wlth the Services.SirsiDynix sha9 be entlUed to g�e date as the pre-exfsting Producls. Prices are based an License
reiy on a11 decisPons and approvals of Customer.Custamer's data must be Metrfcs pwchased and nat adual�age.7he number�lkense Metrics
pravided lo SirsiQyr+Ex in a famat reasonsbly approved by S�siDynix ar ptovided tp the iniilat Guote is e minfmum amount U�at Cuslomer has
addHional charges wIA apply_ Customer shan be responsible for providing committed to for lhe Term and thece shai!be no fee ad'p�etrnerus ar refurWs
secured access to Cusiomer's systems to SirsiDynix.SilsiDynix alane shall f��y decreasea in usage.
decide whether such access is sufficEent far the performance af Servlces. Z� �e�yon of Rights. All dghis nat expressly sraMed In riie
2.6.Sottwar�Malntenence.Z.5.1 Subjecl to CustomePs Umety payment of Master Agreement are reserved by SirsiDynix and its ihird party provid�s.
applicable fees, SfrsiDynix wriil provide durfnp the Term Maintenance Customer acknowledpes lhat:(I)ail Soitware ia ltcensed and not sold and
service9 far the Software in accmdance wilh the mafntenartce plan irtdicated a1D SubscripUons and Co�rtent are subscribed to and no4 s�d,pq Customer
in the Quote,provided hawever that wilh resped to 7hird Party Products, acquires oNy ffie�(ght to use tl�e Protecfed Materials.SrcsiDynix and its th(rd
SlrsiDynfx's obGpatloa to oHer Mainlenance is limited to using ccmmerdally p�y provtders retain sole and exdusive awne�ship artd ali dghts,tille,and
reasonable eNorts to abkaln Mentenance tram lhe th"ad parly awner of such �nterest in,including Intellectual Prop�ty embodied or assaciated wflh,lhe
Soiiware.All Itcenses ln Customers passession musl be supported under p�otected Materials and aA capl� and derivative wortcs thereot(whelher
lhe eame maintenance plan. 2.6.2 Updates are pcmrided if and when developal by SlrsiDynix.Custamer or a third paRy);and(i�)the Protected
available, and SirsiDynfx � under no oh8gation to develop any future �qaterlals, fndudtng the sa�ce and o6ject cata, logic and structure,
programs or funcHonality.2.B.3 SSkssiDynix is under no�tlgaUon fo provfde �tUute valuable trade seaets of SirolDynix and its third paRy providecs.
Maintenance with respeet to:{i)a Product lhat has been aftered ar madilf¢d Custom�agrees to secure and protect lhe Products consistent wffh tfie
by anyone other than StrsiDynix or Its 13censors; (ik}a retease fa which mainlenance of SIrslQynix's and its Ihird paciy prov&iers' dphts in lhe
Maintenance has been d�conHnued; pii) a Producl uaed other than in products,as se!fath tn this Master AgreemenG
accwdance with the Dacumentadon or othe� than on the Operalirn,�
Environment;(iv)discrepandes that da nat s�gnificanUy impair or affect the 2•9 Restrtcttons. Unless speditc�lly permkt� or Ucensed by
operation oi the Product or(v)any systems ar pragrams not suppied by SlrsiDynix, Customer shan not itseli, or lhraugh any a�rate„employee.
SlrsiDynlx. 2.S.a For the avofdance oF doubt, Updates provided under consuttant,contraclor, agent or olher fhird party:(7 se1t.resell,dislribute,
Mainlenance services are subsequent m&�or or maintenance releases to the hosf,lease,rent,qcense or sublicense.f�whole or in part,ttie Protecleef
standarG Products, exGud�g custom devetapment ar customizations Materials;(iy decipher,decompile,disassembfe,reverse assemble,modify,
whether such wstomizations are perfarmed by Strs�ynnc ar by Customer Uanslate, reverse engineer or otherwise attempt to d�ive sourte code.
or a lhird paRy. SirsiDynix resenres the right to charge Client fa any algoriihms,tags,specifications,archflecture,sWdure or other elements of
reintegration work requ;red to make Wstomizatfons compaGble with(uture �Q Protected tNaterials,tr�cluding ihe lice�se keys,in who!e or in part,far
releases.2.S.b If ardered.MaiMenance must be�dered for a11 Software artd competi�ve purposes or athenvise;(tii)enow access to,provide,diwlge o�
all associated Liccnse Metrics Acensed by Cwtomer.Custamer may not make available the Proieded Materials to any user other than Custome�s
purchase or renew Maintenanee for a subset of its liee�only.2.5.6 li an �Ptoyees and independeM r.ontractors who have a need to such access
ERor was cortected or is not p�esent In a more current re�ase of the and who shalf be bound by a nondisclosure agreement with proWsions that
Producl.SlrsiDynlx shall have no obllgatlan to coaect such Ercors in pdor are at least as re�tridive as the tertns of this Mas�Agreemerrt(except the
releases of lhe Software. 2.6.7 Fees for Malnlenance Services do not Customer may graM access to public access cetalogs to li6rary users.other
tnclude implementatlo�,traininp and olhcv Professionel Services.2.5.8 k is �br�Ies,and third party eMitles);(iv)wrtte or deuebp any derivative works
Custamer's responsibility to ensure that aN appraprlate users receive initia! based upan the Protected Matelials; (v} modify, adapt, translate ar
Vatning servfces sufficEeM b enehle Custom� to eifectiveiy use the ofhenaise make any char�ges to the Proteded Meterfels or any part thereof:
Software. FaBure to do so coutd resuft In addiUonat NlairUenance Tees ii ��7 �e the Protecled Materials to provlde prxessing s�vices to lhird
Cusiamer I�tUal and Date: CoMidert�al
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F�e:�I�y�Qp�nae Public Lib�aEv GC# 330338
paAfes.or othenvise use the seme on a'servlce bureau'basis;{vii}dlscfose taw provided the receEving party hes promptly notified the disclostng perty of
or pubiish, without SirsiOynix's paar wristen consenl: perfocmance or suth requlrement and allowed the disGosing paAy a reasana6le time to
capacity statisUcs cr the results of any henchmerk test pedormed on the oppase such requUemenL The paAies acknawledge that Customer may be
Protected Meteriels;or(vi�y otherwlse use or copy Ihe Pro4ected irAalerials subject ta freedom of(�fortnatfon legistatfon and turlfier acknowledges that
except es expressiy permitted heretn, such�egistation may take precedence over the confidentlality provisions ot
2.40 Customer Data. SirsiDynix dfscialms ownersh�p of aary end al1 ��g g��n as they apply to Customer.
Customer Data,ali blbltographic,auihority,item,Tine,.patron,and other data S. PRIVACY
laaded to,creeted and/ar entered�nla Cuslomer's database or supplied to Customer represents aad warranls that before providing personally
SlrsiDynix by Cusiamer. Nolwithsfanding Cusiomers awnership oi fdentiflable a�form�Gon to SirsiDynix or its agents,N will comply with any laws
Customer Data,at the end of the Term Siralpynix shall only be abt�ated to app6cable to the disclosute oi persanally idenUfiable fnfarmation,including
provide to Customer extractable Custamer Data at no additiartal chatge in a Providing natices to or obtaining permission trom lhird parties to allow
supported MARC and�or ASCII delimited format.51rsiDynbc sha0 have ihe sh�ing of their personally Edentifiabi8 informatian with SirsiDynix under the
right to aggregate and retafn non•personally identifiable data. MastarAgreemenL Customer will indemnifyr SirslDynix for any breach ot this.
2.11 LlcQhso Grar►t by Cuatomer.Customer grants ta Sirs�'Dynix a non- represenlafion and warranty,No persanally idenbfia6le intormation wiil be
exclusive,rayalty-Tres license,to use egufpme�t,sotlware,Customer Data d�seminated by SirsiDynix lo any lhird parties,except as corssented to by
or other malerial oi �ustomer solely for Ihe purpose of perfortning Customer or required by law.
SlrsiDynix's oblfgat(ons under the Masler Agreement. 6. INDEMNfFiCATION
2.12 Enforeement. Customer shall (i) ensure that a:1 user� ci the 8.1.1 8 SI�i niz,SirsiD rnx wili defend or setlle,at ils o tion and
Products comply with the lerms and conditions of the MaslerAgreement,�ii) Y � y p
pramptly notify SirsiDynix of any actual o�suspected vlolation ihereot and e7fP�nse,any a�Uon,suit or proceeding broaght against Customer thaf the
(fli)coaperate with Slrs�ynix with respect to investigat[on end enforcement SisiDynix Soflware{excluding Conient and Thlyd PaRy Praducts)intringe a
af ihe Master Agreement. th�d party§ USA patent, registered copyrlght, or registered Mademark
3. FiNANCIAL TEitMS {`CI�Im�.SirslDynix wi1 indemnify Customer against all damages and costs
�nally awarded whkfi are attributable exciusivety to such Claim,provided
3.t.1 Fees aed Paymant Terms The Customer shaG pay the amounts that Custamer:()promptly gives writlen notice of the claim lo S7siDynix;(if}
set forth in the Quote.Subject to the provisions ot the Quote,SGs�ynix may gives SfrsiDynbc sale conUol of the defense and settlemeni ot the Clalm,(fi�
annualty increase the fees of Subscription, Subscrtptfon Software andror prov�des SitsiDyoix.at 5irsiDynix's expense,with ali available infarmalion
Malntenance upan 30 days writteri notice in advance.Invoices becoma past and assistence refating to ihe Clafm and caoperates with SirsiDynix and ils
due 30 days afte�fhe a�voice date,Interesl accrues on past due balances at counsel;(iv)does not compramise or settle su�Claim:and(vy fs nnt in
the hlgher of 1'h�a per month or the highest rate sUowed by law.Ii Custamer matenal breach of any agreement with SlrsiDyntx,6.1.2 Sirsi�ynix has no
fails to make payments of any amount due under the Master Agreement, obligatlon to the extent any Claim results irom:(i�Customer having modifled
SirsiDynix will be entiiled to suspend its performance upon ten{10)days the SIrs�Dynix Sottware or used a release othe� than the most currer�t
wrltten notice to Custemer. 3.1.� Unless expressty provided olhenv�e, unaltered release uf the SirslOynix Saffware,if such an infringement would
amounts paid or payabie for Soflware,Subscriptians,S�sulption Sotiware have been svoided by the use o(such currant unailered release,(fl)ThErd
and Herdware are nat cantingent upon the perfortnance of any Services. PaRy Products and/or Content,or(fli)lhe cambinaffan,operetian ar use of
3.2 Taxes,Customer agrees ta pay any sales tax arising out �the �e Sirs(Dyrtix Soflware with soflware or data not provided by SirsiDynix.
Master Agreement, ofher than those based on SirsiDyni�s net income.I( 8.1.3 If it is adjudicated that the use af the SirsiDynix Software in accardanae
Customer is tax•exempt.Customer agrees ta sertd SicsiDynix a copy ai 14s with Ihe Masler Agreement infringes any USA patent,registered copydght.
tax-exempt certificate upoa executien oE the Master Agreement.Customer ar registered trademaric, SirsiDyntx shall, at its optian. (i} procure for
agrees to indemnify SirsJDynix ftam any Ilabiqty or ezpense incurred by Customer the right lo continue using the fnf�inging SirsiDynix Software;(fi)
SirsiDynix as a result of Customer's failure or delay in paying such sa(es tau ����e or modlfy the same so il becornes non-inhinging,or(ii�Customer
due, witl be enlitled to en equita6fe adjustment In the fees pald t�the atfecied
SirsiDynix Soflware, THlS SECTION STATES SIRSIDYNfX'S ENTiRE
3.3 No Contingencies.Customer agrees Ihat its purchases hereunder are OBLIGATION TO CUS70MER AND CUSTOMER'S SOLE REME�Y FOR
neither condngent on the deBvery af any tuture tunctionatity ar features nar qNY CLAIM OF INFRINGEMENT.
dependenl on any aral or written camments made by SirsiDynix regarding
future funatlonality or feafures. 6.2 By Customer.To the exlent allowed hy law,Customer shall defend
4. COHFIDENTIALITY ar sattls,at ib option and expense,any aclion,suit ar pr�eeding brought
against SirsiDynix by a third paRy arising out of or in connecEion with�(7 any
4,1 No�-Disclosure. Each pafty wdl protecl ihe ather parly's daim thal Customer Data infringes on the intellectual praperty rights ot a
ConAdenttal Informatlan irom unauthorized disseminaGon and use the same thlyd party;(a)any clairn by a Customer user or(iii)any claim that Customer
degree of care lhat each such party uses fo protect its own confidential or a Cuslomer's user ts using the Producf in a maaner that violates the
informafion,but in no event Isss fhan a reasonable amount af care.Neither pravisions af the Master Agreement. Custamers oblsgalior�s under Ihis
paAy wi0 use Confidential l�fatmation of the other pazty for purposes other section are contuigent upan•(a)Sirsi�ynix praviding Customer wiih prompt
than those necessary lo direcUy luRher lhe purposes ot tha Master wriqen notiee ot such claim;(b)SirsiDynix providing reasonable cooperats�n
Agreement. Neither parly wal dlsclose to third parties CanfidenNal lo Customer,at Customers expense,in the defense and seldement of such
tnfarmation without prior written consent of the other party_ claim;and(c)Custamer having sole aulhority to defend ar setUe such claim.
4.2 Excoptions. Infarmatio� shall not be wnsidered Canfidentiaf 7. WARRANTIES;REMEOIES;DISCLAIMERS
Infamalion to the extent,6ut only to the extent.that the receiving party can �,� SirslDynlx Software.Sirsi�ynix wartan4s that,for a period af 9D days
estahlish that such iniarma0an (} !s or becomes ge�erally known or from the Go Live Date,ihe SirsiDynix SoRware,as updaied by SrsiOynix
available to the publ(c through no tauli of the receiving party.(ri)was in the and used in acca�dance wilh the Oocumentatian and in the Operating
receiving partys passession betore receipt from the dfsclosing paAy;(ili�is Environrnent, wfll operate in all materlal respecls In coMormlty with the
lawfully obtained trom a third party who has ttte rfght to make such pocumentation,
disclasure on a non-canfidential basis; (iv) has been independenUy
developed by one pa�ty without reference to any Confidential Iniormation of If SirsiDyniz Saitware does not perfortn as w�ranted,5irsiDyrtix shaq use
the ather;(v)is inlormaiion aggregated by SirsiDynix lhat no longer contains COmmercfally reasonable efforts to correct Enors.As Custamers exctusive
any personally fdentiflable informalion;or(vi)is required to be disclosed by remedy for ar�y claim under this waRanty,Custamer shal{promptty nolify
Customer Ini�al and Date: ConRderrtial
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SirsiDynix in writing of ils dalm. Rrovided that such daim fs reasonably 8. EXCLUSION AND LIMITATION OF LIABILITY
determined by 5irsiDynix lo be SiroiDyni�s responsib[Uty,SirsiDynS�c sha�, 8,� TO THE FULIEST EXTENT PERMCfTED BY LAW,SIRSIDYNIX'S
within nlnery(90)d$ys af its recefpt of Customer's wririen noUce;(k)eorrect T07AL LIABIUTY(INCLUDING A7TORNEYS FEES AWAROED UNDER •
such Ertor; (fi) pravide Customer with a plan reasonably acceptable to fkE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY
Customer ior corceeting tbe Error or (fU) ff neither (y nor.(1) ca� be CUSTOMER OR ANY TttIRD PARTIES UNDER THE MASTER
scoomplished with reasonable commercial etfarts from $irsiDynix, then qGREEMENT, EXCLUDING .LIA81lITY PURSUANT TO SECTION 6
SirsfDynix or Customei may terminate the alfecled Sirs�D�mix Soitware �Indemniflcation),W!l!.BE LfMITED TO THE FEES PAID BY CUSTOMER
Qcense and CuBtomerwifl be enUtled l0 8n equitab!e edjustment in the fees DURfNG THE PREVIOUS 12 MpNTHS FOR THE PRODUC7 WHICH IS
pald !or Ihe affected SirsiDynix SOitware et ShsiDyniz's d[scretion.The THE SUBJEC7 MATTER OF THE CLAIM.
preceding warranty cwe shali coosUtute SirsiDyniXs entire 6abiGty and 8.2 iN NO EVENT WtLL SIRSIDYNIX BE LIABLE TO CUSTOMER FoR
Customer's exdusive remedy ta are of the warranty set f�th herefn. qHY INDIRECT. SPECIAL. INCIDENTAL, EXEMPLARY PUNITIVE.
7.2 SIralDynix SubseripUona.SirsiDynix warrarris Ihat Subsaipilans,as TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
used in atcordance with the Documentalion, wUl opetate in all meteriel ��M�TATION.LOSS OF BUSINESS,REVENUE,PROFfTS,STAFF TIME,
respects in co�farmfty wtth the Dowmentation. GOODWILL. USE, DATA, OR OTHER ECONOMIC ADVANTAGE),
7.3 Exclusfone.SirsiDynlx is not responsible for anyr claimed 6reach ot any WHETHER BASED ON BREACH OF CON7RACT, 9REACli OF
waaanty caused by�(i)modificaUons made to the SlrsiDynix Software by WARRANTY,TORT(INCLUOING NEGLIGENCE), PRODUCT LIABILlTY
anyane other than SlrsiDynix;(i,)the c�tbfnation,aperaUon or use of the OR OTHERWISE,WHETHER OR NOT SIRSIpYNIX NAS PREVIOUSLY
S{rsiDynix Software wlb eny items that are nat part of the OperaUng BEEN ADVtSED OF THE POSSIBILRY OF SUCH OAMAGES.
Environment;(ii)Customer's failure to�e any new or corrected releases g,3 Np CLAIM ARISING OUT OF THE MASTER AGREEMENT,
ot the SlrsiDynix SoRware made availabls by S(rsiDyniz;{tu) 5irsiDynix's REGARDLESS OF FORM, AflAY BE BROU(3HT BY CUSTON�R MORE
adherence to Customers specifieatfons or instructions;or(v) C�tamer THAN iW0 YEARS AFTER THE CAUSE OF ACTtON ARESES.
daviatir►g from the operaUng pracedures described in the Documentation. 9. TERM AND TERMINATION
7.4 Third Party Prodacts. SirsiDyn{x warrants that � is an authorized g.� Term oi Mastor Agroament.Subjecl io Section 10,12 below,the
dtstrtbutc�af ihe Third Party Ptoduct and that with the execution of thts
Master AgreemeM and Ihe applicable EULA,Customer wtii have the right ta term ad ibis Master Agreemeni shalt commence on ihe ERectiive Date and
use such Product in accardance with the terms and condklans ef ihe terms �all condnue fn full torce and eHeci uMU the exp(radon or termination of 811
ot this Master Agreement and the applicabte EULA.SIRSIDYNIX MAKES Quotes,untess atheiwise terminated ea�lier as provided hereunder.
NO OTHER WARRANTY WRH RESPECT TO ANY THiRD PARTY 9.2 Product and Serofcos Ternt.The respecUve inilial term af Sottware
PRODUCTS.CUSTOMER'S SOLE REMEDY WITH RESPEC'F TO SUCH Makdenance, Herdwere Maintenance, Subsuiptians, and SubscripUon
THIRD PARTY PRODUCTS SHALL BE PURSUANT TO'fHE ORIGINAL Soflwere as appqcable,is specifed in the Quote;"Initlat T�rn�'}.The Initfal
LlCENSOR'S WARRANTY,EF ANY.TO SIRSIDYNIX,TO THE EXTEN7 Term and any renewal term shaU automauc�ly renew for the same lenpth
PERMITTED BY THE QRIGiNAL LICENSOR.THIRD PARTY PRODUCTS as the Inittal Tertn untess elther party gives writlen nodce 80 days pdar to
ARE MADE AVAILABLE BY SIRSIOYNIX ON AN'AS iS,AS AVAIt,ABLE" the end of any previous Term ot its IntenGon to terminats the Subscriptlon
BASIS. or Mafntenance aervice,The Initial Term and renewal terms are referred to
7.6 Hardware.SirsiDynix w�Rants lhal it is an authorized disUibutor af the ��B�T���•
Hardware.Hardwa�e warrant(es shall be governed by the manufactwer's 9.3.1 Termina8on. Efther party may terminate ihe Master Agreement
warcanty.SIRSfDYNIX MAKES NO WARRANTIES OF ANY KIND WITH immed�alety upon written noUce if the oiher party commits e non-remedleble
RESPECT TO HARDWARE OR WARDWARE MAINFEIVANCE. materlal6reach of lhe Master Agreement,or if the other parfy faits to cure
CUSTOMER'S SOLE REMEDY WITFF RESPECT TO S�CH FIARDWARE any remediable m�erial hreach or provide a wrilten pian oi cure aaeptable
OR HARDWARE MAINTENANCE SHALL SE PURSUANT TO tHE to the non-6reaching party wiihtn 30 days of being noti(ied in wri[ing ot such
MANUFACTIJRER'S WARRANTY,IF ANY. breach,Where the non•breaching party Aas a�ight to terminate the Master
7.6 Diselatmers. THE WARRANTIES SET FORTH IN THIS MASTER Agreement, the non•breaching party may at its discreUon terminate the
AGREEMENT ARE IN LIEU OF.A110 SIRSIDYNIX,RS LICENSORS AND Master Aqrcement or the applkable Quote,Quctes that are not lermtnated
SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT $�� �ont(nue in fu� torce and effect under the t�ms af this AAeste�
PERMITTED 9Y I.AW, ALL OTHER WARRANTlES. EXPRESS QR A9reement 9.3.Z Foqowing termiaatlon of!he Master Ayreement,Custamer
IMPUED,ORAL OR WRiTTEN,6NCLUDING.WITHOUT LIMITATION.(i� 89rees to ceAity that it has retumed or destroyed all copias W lfie applicable
ANY WARRAN7Y THAT AfdY PRODUCT IS ERROR-FREE OR W1LL P��and Cordidentlal IniormaUon and aclatowtedges Utat iis rigMs to�e
OPERATE WITHOUT INTERRUPTION OR THAl'ALL ERRORS 1A/ILL BE �e�me are re�nquished.
CORRECTED; (i� ANY AND ALL IMPLIED WARRANFIES Of 9.4: Su9penaton. Sirs�ynix w11 be entitled lo suspend any or all
MERCHANTASILETY, FtTNESS FOR A PARTICULAR PURPOSE. AND per(ormence upon 10 days written notice to Customer[n the event Customer
NON•INFRINGEMENT,{ii)ANYWARRANTYi'MATCOPtTENTOR7HIRD is [n breach of tho Masler Agreement. Further. SirsiDyaix may suspend
PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND ERROR- Custamer's use ot and access to al)or a por�on o/the Subsuipdons if,and
fREE AND(iv)ANY AND ALL IMPLIHD WARRANTIES ARISi14Ci FROM so long as,in SiniOynix's sole judgment.there is a security risk created hy
STATUTE, COURSE OF DEALING. COURSE OF PERFORAAANCE OR Customer that may inte�tere with the praper cmifwed provision of sendces
USAGE OF TRADE. NQ ADVICE, STATEMENT OR IPIFORMATION or the aperation of SirsiDyafx's network ar systems.SirsiQynix may tmpose
GNHN 8Y SIRSIDYNIX, ITS AFFIUATES, CONTRACTaRS OR an addltionak charge to reinstate service following such suspenslw►.
EMPLOYEES SHALL CREATE OR CHANGE ANY WAF2RAN7Y
PROViDED HEREfN.CUSTOMER ACKNOWLEDGE5 THA7 U5E OF OR
CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNiTY FOR
UNAUTHORIZ£D THIRD PARTIES Td CIRCUMIlENI' SECtiRITY
PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES
AND CUSTOt1AER DATA AND THAT NO FORM OF ENGRYPTION IS
FOdL PROOF.ACCORDINGLY,SIRSIDYNIX CANNOT AND 170E5 NOT
GUARANTEE THE PRIVACY, SECURITY OR AU7HENTICITY OF ANY
INFORMATIOfJ SO TRANSMITTED OVER OR STORED!N ANY SYSTEM
CONNECTED TO THE INTERNET.
Customer Initial and Date: CoMtdentlal
Page4ot7 �S�"����.
_
File:{;i�_af Oranas utriic Lib[2n( GCf� 330338
• 10. GENERAL PROUISIQNS � to SirsiDynix at�ggalCDsirsidvnix.cam,or by email to Customer at anycurrent
10.1 Force MaJeure.The paNes will exercise every reasanable effort to Cusiamer email address routinely used by SirsiDynix,or by registered mai1,
meet their respective obligations hereunder but shall nof be liable for delays retum receipt requasted,to the add�ss of fhe parties set Poqh in ihe 11A8ster .
resutting fram force majeure or other causes beyond thefr reasonable Agreement or to such ather address of the parties designated in wntlng in
conUol,inctuding bui not Amfted to power outages or faflure ef third party accadance with thfs subsectian.
service praviders.This provision daes not relieve Customer oi its nbligatian i0.10 Ralationship.The Master Agreement is not intended to ueate a
to make payments then owing. partnership,franchise,joEnt venture,agency,or a tfdueiary or employment
10.2 Asslgnment Sf�slDynix may assign the Master Agreement and all reladonship.Neither party may bind the ather party or act in a manner wts�ch .
of its righls and obligations herein without Custorner's approvaf to its parent expresses or irtiplies a relatinnship other than that of independent
campany or other affiliated company,to a successor by operation af law,or conUactar,
by reasan of the sale or iransier af all ar substantlally all af its stack or assets 1Q.17 Inwal(dity.it any provisi�ot the Master Agreemenl shall be held to
to aoother enGty.Neither party rnay otherwise assign or transfer the Master be invalld,Illegal or urtenforceable,lhe validity,legality and enforceab�ity of
Agreement without the priar written ConseM of the other paAy,which shafl the remaining provfsions shall not in eny wey he affected ar impalred.
not be unreasonebly withheld. Notwiihstan�ng ihe above,SirsiDyniz may 10.18 Survival. The following provisions wiH survive any terminatlon or
fulfill Hs obllgaUans hereunder Ihsough it�af�iiated eampanies� �xp6ration of the Master Agreement:sections 1,2.7,2,8,�.1d.2.12,3,4,5.
10.3 Coaperatlon_ Custarner agrees to pravide cooperaGan, which 6,7,8.9.and 10.
means assistence, informalion, equipment, data, a suitable work 10.13 No Watver.Any waiver ot the provisions of ihe Master Agraement
environment,timely access,and resources reasanably necessary to enable ar af a party's rights or remedles under the IVlaster Agreement must be s�
SirsiOynix to pe�tortn any and ali insiallation,implementation,and services y,���ng to be eHecUve.Any such wafver sha91 constitute a waiver on0y wilh
required io tulfill its obligalions hereunder mcluding bul not Umited to respect to Ihe specific matter described in such writinq and shall in no way
ensaring SirsiDya(x has remate access. Failure to grant such cooperaltan �mpair the rights of Ifie party granting such waiver in any other respect or at
shall allow SirsiDynix to deem lhe Product purchased hy Customer to be any other time.The watver by efther of the parties hereto of a breach or of a
fully accepted and dervered. In the event any delay in implementing default under any of the provisions o(the Master Agreement sbafl not be
Products is caused by Cusiomer resuliir�g in 51rsiDynix incurri�g additional canstrued as a waiver of any other breach or deTauBt of a similar nature,or
expenses, the Customer shall pay to SE�siDynix the amount af such as a waiver of any of such provisions,rights oa privileges h�eunder.The
additional expenses rights and remedies herein provided are cumulative and none Is exclusive
10.4 Delegatlon.SirsiDynix may sabcanVact ar delegate any work under of any other,or of any rigisis or remedies that any party rnay atherwlse have
any Quote to any tfiird paRy without Customer's p�ior wrilten consent. at law or in eqyity. Failure, neglett, or delay by a paAy to anfarce the
pravided however that SirsiDynix shaQ remain responsible iar the provfsions af the Master Agreement ar its rights or remedies at any tlme.
periarmance of any such subcantractors. shalf not be construed and shall nal be deemed to be a watver oi such
10.5 Notice of U.S. Ciovernmen@ Restrictad REghts. If the Customer A�Y s�9hts under the Master Agteement and sbap�at in any wey affect
hereunder is the U.S Govemment,or if the Sofiware is acquired hereunde� the validity of the whple or any part of the Master Agresment or prejudtce
on behalf of the US Governm�t with U.S. Goverr�ment federal fur�di�g, such party's dght to take subsequent action.
notEce is hereby given that the Software is commercfal compuler soitware 10.14 EnSire Agreament.The Masier A�eement canstitutes the parties'
and dacumentallon deveioped exciusively at privala expense and is entire agreement relating to its subject marier,It CanCels and supersedes all
fumished as tollows: 'U.S, GOVERNMENT RESTRICTED RIGHTS. prior or eontemp�aneous oral or written commun�ations,requests for
Saftware delive�ad subject to the FAR 52.227-i9.AII use,duplicatian and proposals,proposats.condiUons,represenlations,and warrantles,or other
disclosure af the Sottware hy or on behalf of the U.S.Govemmenl shall be communication between lhe part�es relating to�ls subject matter as weA as
subJect to ihis Master Agresment and the restrictions contatned !n any prior corriractua!agreements betwean the paAies.Nolwithstanding the
subsection (c) oi FAR 52.227-19, Commercial Computer Saflware - precedeace of this Master Agreement, any ex�'sting Customer Licenss
Restrlcted Rights(June 1987)". Meirics shall corttinue unless new License Mel�ics are idenOfied in a Quote,
1fl.fi Expon.Gusiomershalt camply fully with al1 relevanl export laws and No modificatlon to the Masler Agreement will 6e birsd�ng unless in writing
regufations ot the United States to ensure ihat Ihe Sattware is nat exported, and signed by an authonzed representa8ve of each party.
direcily or indirectly,in violatlon of United States law. 10.15 Third Party Beneflciarles. All righls and benefits afforded to
10.7 Non-sollcitatioa.During the term of lhis Master Agreemgni and for sirsiDyMz under tt�e Master Agreement shafl apply equally to lhe owne�of
a petiod of one year foilowing Ns termination,neither party will solicit tor 1he Thfrd Party Prodncts with respect to the Third Party Products,and such
employment directly or fhraugh other paAies, without the other parly's lhird party is an intended third party beneficiary of ihe Master Agreement,
written permission, any individual employed by the other party, provided with respeG to the Third Party Producis.
however that the hiring of irsdividuals respanding to general public rnarketing 10.16 Goveming Law and Venae. The Master Agreement sha! 6e
and recruiting advartisemenls and events shall not be a violatian of th�s govemed by and construed in axordance with the faws af the State of
provision;only act�ve,targeted solicitation is prohibded. Califamia without giving eHect to its principles o(conRict ot�ws.Anydispute
10.8 Complianee.During the term of this Master Agreemeat and for a $haft be titigated in the state or federaf courts Gocated in Ca]7omia(o whose
period of one year(ollawing its termination,SirsiDynFx shall have the right to ezclusive jurisdiclian the parties herehy consent_tn add dion,lhe Customer
verify Customer's full compliance with the terms and reguirements ot the hereby waives any objection the customer may have based upon �ck af
Master Agreement.If such verifcation process re�eals any aortcompltaqce Personal jurisdic5on,impraper venue andtar Yonrm non conveniens"_
by Customer,Customer shall reimburse SirsiDynix for the reasanable costs 10.17 AppElcatlon of Laws.The parties agree lhai Mis cantract is no!a
a�d expenses of such verification process incurred by SErsiDynix(irtcluding contract for the sale of goods:therefore,the Master Agreement shaU not be
but not IfrRited to reasanable attarneys`fees),and Cusiomer s3tiall promptly govemed by any codification of Article 2 or 2A of ihe Uni(arm Commercial
cure any such nortcomptiance;provided,howeve�.that the obGgations under Code,or any codifcation ot the Uniform Computer Information Technology
ihis seciion do not constitute a waiver of SirsiDynix's lerminaiion rights and Act ("UCITA"}, or any references to the United National ConvenGon on
da noi aHect SirsiDynix's right to paymenl ier Products and interest fees ConUacts farthe Internationel Sale aiGoods,
retated to usage fn excess of the License Metrics. 10.i8 Counterparts.The Master Agreement and each Schedule may be
i0.9 Notices. Any notice required or permitted to be sent under the executed in one or more counferparts, each of which shall constifule an
Master Agreement shall be delivered by hand,by ovemight courier,by email entorceable original of the Master Agreement.and that facsimi'e,electronic
Customer{nt�al artd E)ate: CoMfderrtial
Page5of7 � $��1��.
File;C_(jy ot Oranae Publ'ic Library GC# 330338
and/or.pdf scanned copies af signatures shalf be as effective and hlnding 10.Y0 Attorney's Feea.In the event a party seeks and abtains a remedy
as original signatures, in the eourta far its rlghts ander it�s AAaster Agreement,the prevailing parly
10.19 Headings and Drahing.The headings in the Mastet Agreement 10 such litlgation shalE be enUded to its reasanable attamey's iees and cost.
shail not be used to consUue or interpret the Master Agreemenl,The Master
Agreemant shal(not be canstrued in Tavar of or againsf a parSy based on the
originator of ihe document.
�f M�N Hff�tqfRtH���MHltt�lt�f'r►�f t4lMrwtf�MM�H N��
END OF MASTER AGREEMENT
Cfty of Orange�ublic Library Sfrsi Corporation
407 E Chapraian Ave, SlrsiOynix Technolagy Ceritre
Orange,Calitornia 92866 3300 N.Ashton Blvd.—Suite 500
Lehi,Ui'84043 �
���E% ,'
Sign: Sign: � �
Prirtt Nam e; Print Name� n�..I(C�_ IJl O1.L 2�
Titls: Title;
Date: Date:_ �'�O A�PRZ.. ZO,J�j
Custaner Initlal and Date: ConfiderAla!
Page 6 af 7 �'i�S�"'7""�.
�ile:�(y of Orange Publ'�c Library GC� 330338
Exhibit A-DEFIN1710NS products by any. means into Software, Su6scrfptions or Subsaiption
"C(rculatton" means ihe checkovt of a Library Item to a patron, the Sokware without additfonal S�rsiDynix Ifcense.
checkout oP a.Llhrary Item for the purpose of tracking in-Iibrary us�e,the "Licenae Metries"means limits on Product usage as set fa�th in the Quote
renewal of a Library Item,ar en action funcHanaUy identical to any of the such as Titles,Ctrculation,Users,studenls,seats,and reparls.
preceding acts. "I��inteaanee"means tha technical support aad,wilh respect to Software,
"Coniidential Iniormallon" means informalian af SirsiDynix andlor ifs the provisian of Updates far the levet of suppcR services purchased hom
licensors inciudes but fs not Iimlied fo the terms and conditions(bul not the SirsiDynfx,a!I of which are provided under SfrsiDynix's s�port policies �
existence) af the Master Agreemenl, aIl.Uade secrets, software, source ef(ect at fhe time the 5ervices are provided,which may be modified fram
code, object cade, spedflcations, as well as results af testing and �me-to•tfine by SfrsiDynix tn!ts sole discretlon_A curreni versian of such
benchmerking af the 5oftware ar olher services,producl roadmap,data and Support Palfcies can be faund under "SirsiDynix Support PolEcles'
other in(ormation of Sirs�ynix and ifs ticensors relatirtg to or embodfed in (Document ID 125773�at http J/support.sirsldynix.com.
the 5oftware or pocumentation, Including but not limited to informatian ��pperaUng EnvironmenY' means SirsiOynix•recommended hardware.,
desfgnated as confidentfal in writing or informetfon which ought to be in good ap�aqng system, middleware.database products and other software on
falth considered confiden4ial and proprietary to the discl�ing party. Whlch the 50ttware will operate.
SfrsfDynix's ptacement oi a copyright not�Ce on any portion of any 5oftware �� „
witl not be construed to mean lhai such portion has been publisfied and wifl �rofeaslonaf Servlees means data conversion, implementaGon, site
noi deragete from any clalm that suct� porUon contains prapdetary and p�a"n�^9� coM'guraHon, iruegralion and deplqrment of the Software or
confide�tial fn(ormaHon ot SirsiDynix. Confidantial lnformation does nat Subscriptlans,training,project management and other consuf�ng servlces.
include that the Customer uses SirsiDynix Producls. "Products" means Soitware, Su6sc�iptions, Subscription Sofrivare,
"Content" means any infarmation, data, texl, software, musfc, sound, Services and Hardware.
photographs,graphfcs,vfdeo messages or ather material whlch Customer "ProteGted Mate�ials" means Sofhvare and work product provided by
recelves through a SubsCription. SirsiDynix under Services, Subscriptions. Subscriptlon Saftware and
"Customer Oata" means any eledronic data, infortnation or material SirsiDynix's or its licensors' Intellectual Property and Confidentiaf
provided or submitted by Customer{fncluding the Custamer's patrons and Information
users)lo SirsiOynix through a Subscription or Senrices.or which Customer "Quote"is deflned In Secilan 1.3.
(including ihe Customer's patrons and users)enters into the Subsaiption or 41Services" means those services provlded ar arranged by SirsiDynix
Servfces or has entered on Ils behali,or which SirsiDynix ls otherwise glven �ncluding but not I(mited to specitic SirsiDynix Products such � (i)
access to under the Master Agreement.Cuslomer Data does no!include p�otessionai Services; and (i+) that part of Maintenance that is technical
non-personally identifiable iniormallan aggregated 6y SirsiDynix_ support,excluding the provisfon of Updates.
"Docume�tatlon"means the user Instructions,release rtotes,manuals and Ngfrsibynlx Software" mearts each StrsiDynix-de�loped and/or
on•line help fles made available by SirsiDynix regaMing the use of the SirsiOynix-owned software product in machine�readable obfect code(not
applicable Producl. source code), the Documentation for such produat, and any Updates
"EHecilve Date"is defined in seciion 1,1. thereta.
"Error"means a materiaf failure ai a Producl to conform to its funcflonal "Soriware"means the 5irsiDynix Software and Third Party Software.
specifications described in ihe Documentadon. "Subscriptians"means the provisfun of access by SirsiDynix or its hosting
"EULA"means the end user ficense agreement that accompanies ihe?hird ptoviders lo Soflware a�d/or Content from a server farm lhat is eamprtsed
Party Produci, which govems the use of or access by Customer to the of appficallon,data and remote access servers,inclnding assaciated affllne
applicahle Third Party Product, components facluding but not limiled to clnud services and web access to
"Go Llve Date" means lhe date on which{he Praducts are substantially Contenl.
ready tar aperational use for normal daily business. "Subsc►Iptlon Software" means Subscriptions hosted by Custamer.
�`Hardware"means the physical hardware and equfpment martufactured by Customer does pgl have a Iicense in Subscriptian Saftware
third party providers and sold to Customers by SlrsiDynix. "Term"Es defined in section 9.2.
"Intellec4ual Property" means arry and afl intepectuai property rights, "Titles" means the number of unique recards far an elecironic, +rirtual,
recagnized in any cou�try ar jurisdictian in the warld, naw or herea(ter andlor physical (tem whEch may be used by a library patron, suth as a
ezisting,and whefher ar not pertected.(�ed or recarded,inciuding without blbliographlc,MARC,visual material,seriai or Dubfin Core record,created
limiia6on invenGons, technology, patenls righls (including patent on the Sattware or Substription.Multiple items,representing ei4her identical
appiications and disclastrces),copyrighls.Vade secrets,trademarks,service items ar volumes in a set,may be included in a single Tiile.
marks, trade dress, methodologies, proced�es, processes, know•haw, �htrd Party Products" mear►s saftware or content including
tools, utilities, techniques, va�ious concepts, ideas, methods, models, dacumeniation and updales if any,owned hy an entity other Ihan SirsiDynix
templates, sottware, source code, algorithms, lhe generalized features of and provEded by SirsiDynix in connectlon with Products.
the sUuctute,sequence and arganizalloa of software,user interfaces and „ „
screen designs,general purpose consulting and soflware tools,utiUties and �pdatas mearss the enorcaTrections,rNeases,updates,modifications ar
routines,and logic,coherence and melhods of operat(on of systems,training enlsancements subsequenqy tlevelaped lhat SirsiDynix makes generally
methodology and materials, which SErsiDynix has created, acquired or available to its custamers as parf of Maintenance on a when and if available
othervuise has rights in, and may, in connectian with the perfarmance of besis.Updates exclude new products,modules,platfarrn ar functianality for
oblfgations hereunder, ueate,employ, provide,modify,Create, acquire or wh1Ch SirsiDynix charges a separate fee.
otherwise obtain rights in. "Users"means Customer's employees or agenls who have been issued
"Intemal Buslness Purpases"rneans CustomePs internal use but does user names and passwords by Customer lo use the Products.Eecn such
not include(1)sharing Confidential InFormation or Intellectual Praperty with User shall be one person,and user names and passwords cannot be
third parties wlihaut SitsiDynix writlen consent or(2)integration of third paRy shared or used by more than one person.
Custamer Init�al and�: Confider�a�l
Page 7 of 7 �i'7 $�Iy l�"".
, .
..f .i '�l^ IJ�� _��c i'?i1:r'.�.-'-'1!��t;'r,l"`y . " ' . . . �i _� _ �,. . .. .
SirsiDynix Technology Center
3300 N,Ashton Boulevatd. �
Suite 500 .
l.ehi,UT 84043
Phone;800•288•8620 r
� C�UOTE
Quote 97970 for:
Ci�y of �ranc�e Public Library
5 year LTA with Enterprise, eRC, COSUGI
Quote va{id until: April 30,20'!9
Prepared by: Tina 8eecroR,
Executive Account Manager
„ , ,,,,,,,, ;,, ,,, ,. , - , - , , , , � ,
� . ._ ._ .. f:i�.y 'ii..�' ':'::"-�..��.i:�: .i,i ^'f I . . :!- . � . , .. ,. I. _t"' . . . . 'I'
� .,_ <. . �.. . „ ��..I �'�,... .. � ,. . . , , .,. , . ., ,. ,,. , � .."�. . '! �. �Z.'.3_` _ _ .. ..
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� . .. . ',�iJ�,:rtrf�.i;Vfj}.:,j�i-y�i��».:'i�Ylll!.�.tf;f,ii`�( . .. . .t:°°Ji"''iUri14'�P.%..�7'J
Quote lnformation
. . . . . - . . .
API's Services will be removed from t�e on going ag[eement.
BC Mobile was purchased(Oct. 17,2018)&will be governed by the temis of q�ote 97299.
Enriched Content is provided by a 3rd party vendor&the uplift will be based on the agreement they supplied.
SirsiDynix is currently working on a new product"Data Control"which does not have a current go live date, For the
City of Orange Public Library, a$3,5dQ price for year one has been negotiated and will be subject to the 0%for Year 2
and a 1.9%upliR for the remain�ng years of the contract.
This agreement includes COSUGI membership,attendance for one(1)staff inember, Fiotel&air flight, and meals.
There is an administration fee included as well.The COSUGI Conference agreement will be bilfed each year for the 5
year agreement�The content of this package may vary, please see the details provided separately. No refund will be
given for non-use of the amount paid during any year.
Annual COSUGI tncluded per Year:
1.Annual COSUGI Membership—approximately$150
2.Annual COSUGI Attendance far 1 Siaff Member-$475
3.Annual Hotel&Travel Cost Inctuded for 1 Staff Member-$1,125
(Note: Upto 3 Nights of Travel&air flight not to exceed$450 round trip)
4. Meals Included for 4 days{$60 max per day)-�240
5.Administration SirsiDynix Service Charge-$300
6.Total Annual Cost for COSUGI charges&admin fee:$2,290
Customers Responsibility:
1. Custamer to provide the individual's name who wil!attend the conference no later than 3 months in advance of the
COSUGI conference.
2. Custamer to research flights&provide SirsiDynix Marketing Coordinator 8 CC Executive Account Manager the
information regarding flight options. Flights information must be providad no later than 4 weeks in advance of the
conference to Sirsib�nix Marketin�Coordinator. Sirs�Dynix Marketing Coordinator will book&pay for the flight. Coach
Class only will be paid by SirsiDyrnx,
3. Customer to submit Meal expenses to SirsiDynix no �ater than 15 days afte�the conference. SirsiDynix wiEl
reimburse the individual directly.
�. SirsiDynix will book&pay for COSUGI conterence,COSUG 1 Membership,and the Hotel fo�the customer.
5. If the customer extends their stay at the conference focation,all fees&expenses will be out of their own pocket
non-payable by SirsiDynix.
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Purchase Details �
Ail prices are in U.S. dollars(S)and are exciusive of faxes unless othervuise noted.
• ' • .
SirsiDynix Products 17,380 5,690 5,800 5,910 6,030
SirsiQynix Services 7,210 - - - -
Third Party Products 2,294 2,290 2,830 2,380 2,420
Discount (9,300) - - - -
Subtotal 19,580 ; 7�980. 8�130 8,290 � 8,450
Active Products
� • -�
1 0 SIP2 Interface far Cer#.Vendor
1 2,981.78 Training-Subscription,Value Instroctor-!ed
650 4,106.65 Enriched Content Basic Pubfic 5ubscription(Per 1000 Circ)
1 1,558.05 DataStream 2.0 Content Annual SubscripSion
650 911.3fi Enriched ConteM Vdeo and Music 1 Single Element Subscription for
Public Libraries
1 0 BLUEcloud MobileCirc,Annual Subscription
1 2fi,238.57 SirsiOynix Symphany SaaS Core
1 0 SirsiDynix Symphony SaaS ReferenceLIBRARIAN
1 7,844.75 SirsiDynix$ymphony SaaS Acquisitions
1 1,688.79 SirsiDynix Symphony SaaS 9�oc, Per User
1 1,884.91 SirsiDynix Symphony SaaS Electronic Data lnterchange(EDt)
1 4,706.84 SirsiDynix Symphony SaaS Test System
1 1,684.91 SirsiDynix Symphony SaaS SmartPORT,Unlimited Users
1 0 SirsiDynix Symphony SaaS Unicade Server Extension Test System
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9 Q SaaS User Levei-40 Staff seats �
1 6,275.79 BLUEcloud Analytics,Annual Subscription
Initial Term:Five(5}Years
!ni#ial Term Annual Price Increase Cag for SirsiDynix Products/Services:0%in year 2 followed by 1.9% until Term
renewal
The Initial Term and the Initial Term Annual Price Increase Cap set forth above shall apply to Active Products and
new purchased Products/Services.
Customer's usage is suhject b[�nitatlons lhat can be found in lhe Temns and Condilians sedian at lhe end ot the Quole.
S(rslDynix reserves the dght to adjust Initial Tertn pricing for 7hird Partylfntegrated productslservices if a Third PaAy vendor increases pricing
for Thlyd Partyfintegrated productslservices.
Any appllcable discaunt shall be app�ed an finel payment.Any and al1 pre-printed terms and�onditions on Customer's Purchase Order(s)
submitted to SirsiDynix ere hereby rejected and shall be superseded by the current Master Agreement,unless such addil(onal terms are
statularlly required of the Customer.
7his Purchase Details secdan may not Include pne-exishng obllgaUons for ongoing Producls nat fisted in ihe Quate.
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Sir�Dynix.
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Detailed Pricing �
All prices are in U.S.dolla�s($)and are exclusive of taxes unless otherwise noted,
� -• e . -
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,... Y .._. _.__ ,,- _ ,. -,. .,,
SlrsiDynix Products "� . ' � . � . � ' +. � , � �11,380 ,
SaaS Enter�rise Annual Subscription � 7,060
SirsiDynix eRC Connectorfor OverDrive,Annual Subscription 1 Inciuded
SirsiDynix eResource Cerrtral Gateway Services,Annual Subscription 1 4,320
SirsiDyNx Serv(ces , 7',2't0 ,
Consulting: �
Enterprise SureStart-3 1 2,10Q
SirsiDynix Enterprlse Theme Customizafion a 880
Product Delivery: . . ,
SirsiDynix Enterprise Software Installation 1 1,400
SirsiQynix eRC Gateway Services Installation � 850
Project Managemen�
Project Management for ali produc#s in this Quote 1 130
Training: . � - .
BC825 SirsiDynix Enterprise End User,Self-Paced � 50
BC828 SirsiDynix Enterprise:Administration and Raoms Co�ent,Group, 1 960
Hands-on Lab
BC862 BLUEcloud eResource Central,Private 1 240
Thlyd Parcy Products 2,290
COSUGI Package,Annua{Subscription 1 2,290
Dlscount � (�,�)
VIP (5,690)
Services Discount (3,610j
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Com�onent D�scriptions .
Each description betow�elates ta a quantity of one for.the component. There may be more than one in this Quote,
� ' �•
SaaS Enterprise Annual Subscription
SirsiDynix Enterprise is a staEe-of-the-art faceted search solution that empowers iibraries to make their collections
more searchable and d.iscaverable than ever before.Capitaiizing on fuzzy search logic technology never before
available to lihraries, SirsiDynix Enterprise delivers leading-edge faceted search capabiliti�s,simptified search
interFaces,and much more,
SirsiDyn€x eRC Connector for OverDrive,Annua!Sabscription
Provides access through StrsiDynix eResource Central Gateway Services to the approved content of one OverDrive
main account.
It does not include any 3rd Party fees which may be required by the Partner to use the content being accessed.
SirsiDynix eResource Central Gateway Services,Annual Subscription
Minimum requirements: SirsiDynix Symphany 3.4.1 or Horizon 7.5.1 and above.
eResource Central Gateway Services provides eBook integration which allaws tibraries to provide seamless access
to all library resources via a single user interface.
Open Library and Project Gutenbe�g content is available and included with this service.
i
Consulting
Enterprise SureStart-3
SureStart is a layer of consulting suppoR designed to smooth the transition to Enterprise by addressing
configuration issues like search Gmits,profiles,etc.
SirslDynfx Enterprise Theme Customization
Working with a SirsiDynfx Consu{tant,theme customization addresses changing the look and feei af t�e product Hke
colors,adding graphics,and using CSS to edit fonts and page layouts.
This custom wo�k is guaranteed to wortc on the version of Enterprise currently insta[�ed on the customers system.
5irsiDynix cannot guarantee compatibil"rty with future reEeases. Updateng custom work to be compatibte with a later
release will attract additionaC fees.
Product Qelivery
SirsiDynix Enterprise Soitware Installation
Includes installation of Enterprise in SirsiDynix SaaS faciiity,installation of Enterprise Agent on a Horizon or
SirsiDynix Symphony tLS and instalfation/configuration of the apprapriate Java Development(JDK}, tn addition;it
inclucles the instaftation af Web Services for s�tes us9ttg SirsiDynix Symphony.
SirsiDynix eRC Gateway Services Installation
lncludes installation and configuration of SirsiDynix eResource Centra!Gateway Seniices and one eRC connector.
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Project Management
� Project Management includes ttie services of a Projecf Manager. The Project Manager is your primary point of
contact during the implementation. You will work with your project manager to plan timeframes, schedute resources
from the professional services team, and coordinate with other departments at SirsiDynix to deliver products and
services outlined in this quote.
Depending on the type of implementation,the Project Manager will do the following:
- Act as your primary SirsiDynix contact during your implementation
- Identify customer needs and key tasks to be accomplished by both the customer and SirsiDynix to ensure
a successfu!impfementation
- Organize meetings with you and approptiate SirsiDynix staff to kick off your implementation project
- Wotk with SirsiDynix global operations staff to de�elop,communicate, and manage the overal!
implementat�on schedule �
- Bring key SirsiDynix staff anto the prajeci to ensure proper resources are available to meet critical
milestones of your schedule
- Report to you regularly via phone and email status reports to keep everyone apprised of project progress
- Monitor quality controi checks at critical interoals in your project
- Assist with the trensi�ion from Implementation phase ta Customer Support
Training
BC828 SirsiDyntx Enterpr3se:Administration and Rooms Content,Group,Hands-an l.ab
One seat in a group distance hands-on lab course for Enterprise Administration and Roams. This cfass focuses on
the maintenance of Enterprise Profiles and Rooms. By the end of the course you will knaw how to manage access
to profiles and r�ms,ti�e search configurations within each,and control how often content updates from the ILS to
Enterprise.
SC862 BLUEcloud eResource Centrai, Private
Eight seats in a Frivate distance instructor-led course for eResource Central.
BC825 SirsiDynix Enterprise End User.Self-Paced
One seat in the specified Self paced training class.
This class wiil review the basic features available to users within Enterprise.
ContenE is English only.
� ' ' ��
COSUGI Package,Annual Subscription
The content of this package may vary, please see t�e details provided separately.
No refund wili be gi�en for non use of the amount paid during any year.
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ri��,t�-
Terms and Conditions
�urtent Contract License Limits:
Up to 1,310,400 annually circuFated items.
Up to 200,000 titles.
SirsiDynix may add andlor substitute equivalent products for any third party items in the event of product
unavaitability, SoRware requirements and/or model number changes.
SirsiDynix Professional Services perfarmed by way of remote ne#work access require ssh(Unix/Linux),Remote
Oesktop(Windows)or unattended Logmein Rescue(Windows)access for the duration of the project.The
library may limit connectivity to the SirsiDynix Corporate IP address or implement a Cisco AnyConnect VPN
tunnel, Other remote connectivity options may incur additional fees,onsite travel fess or vold the abitity of
SirsiDynix to perfomi the project.A fu{I description can be faund in the Access Requirement for Support Guide
on our customer support website.
Maintenance must be ordered for all copies of the Software and for all elements af the Software which are
used conjunctively by Customer.Custome�'s System shall remain within two(2�previously released soRware
versions of the most recent ve�sion of the software at all times or an additional maintenance su�charge sen►ice
charge will be added to the mafntenance renewal.
Customer shall not integrate products offered by third pa�ties into Soflware,Subscriptions or Subscription
Software without additional license from Si�siDynix.
SirsiDynix shall have the right ta aggtegate and retain non-pe�onally identifiabte data.
The term of any quoted praducts is for no less than five(5)yea�s and shall automaticaily renew for the length
of the Initial7erm.Subsequent years'Maintenance and Subscription fees are to be paid annually in advance.
Follawing the first year of System operation, Maintenance and Subscription fees will be subject to annual increases.
Unless othen,vise specifically stated in writing,pruducts and/or seivices purchased at promotional prices or with
promotional discounts do not qualify for such discounts or limitat�ons on price increases fa�subsequent years.
SirsiDynix Products and Services
• 100%due upon delivery of the firsi of any quoted SirsiDynix Procfucts and Seniices
Third Party Products
• 100%due upon installation of third party products
Any reference ta license metrics andlor 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 professianal services
associated with this document are herehy Fully incorporated into the current Agreement executed between
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SirsiDynix and Customer..If there is no cunent agreement between the.parties,the terms and conditions af the
current SirsiDyn6x Master Sofiware License and Services Agreement shall be deemed the controlling Agreement
between the parties, a copy of which shall be furnished upon Custome�'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 Cus#omer. In the
event of a conflict,the terms, payment terms, discounts,product lists and/or statement of work contained within this
documenE shall take precedence over the current Agreement between the perties. In the event Customsr desires or
requires updated terms and conditions for the continuing business relationship with SirsiDynix, please contact your
regional Sales Representative.
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Sig►n a tu�e(s)
Customer Signature: Sirsi Corporatton dba SirsiDynix Signature:
City of Orange Pubtic Library
I
By: By: .ci'� ,��
(Authorized Signature) (Authorized nature) f
Name: Name: n Ar1�4�.... M�t)1�2�
(Printed) (Printed)
Job Title: Joh Title:,LCj-� .G'C:.�:'T�(f'�rl� �-11t�'� _
�U�IS�L
Date: Date: �L ��.. ��f�
Bilfing Address:
City of Qrange Public Library
407 E.Chapman Ave.
Orange
Califomia 92866
United States
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_.
EXHIBIT"B" '
YEARLY COST PYZOPOSAL
[Beneath this sheet.]
SirsiDynix Proposed Costs far
Orange Public LFbtary LTA(Long Term Agreement)
Current Products(As�ets)IJce�sieg,Technkal Support and Maintenance FY 19-20 FY 20-21 FY 21.22 FY 22-23 FY 23=24 S-Year Cost
Tem►s:Yearl�Oq9l uplift,and Years 3-5=].90%uplift eoch year
Descri�tlon:Annual licensing,technhat wpport and malntenance (or SaaS(software as a service)cloud•
based Ilb�ary system Induding cataloging,database,acqulsitions,test system,analytkal reporting and BC
Mob�e patron app.
Prteina Detafl for Attive Produels
eteaming 2,181.78 2,181.78 2,223.29 Z,265.48 2,308.52 11,160.74
BlueGloud MobiteCirc(no charge,customerloyalry) 0.00 O.QU 0.00 0.00 0.�0 0.00
SIrslOynix SaaS Core�40 seat licensej 2fi,239,57 26,239.57 26,73&12 27.246.15 27;763.82 134,22T.23
SiniDynix SaaS Acquisittons 7,844.75 7,844J5 7,993.80 8,145.68 8,300.45 40,129.43
SlrsiDynhc9wcmaduls 1,688.79 1,686.79 1,72p.88 1,753.57 1,786.89 8,698.92
SirslDynix E01(eleetronic dala interchange} 1,884.91 1,88491 1,920.72 i,957.22 1,994.40 9,692.16
SirslDynix 5aa5 Test System A,706.84 4,7�.84 4,79b,27 4,887.40 4,980,26 24,077:61
ShsiOynlx SaaS SmartPORt(cataloglag? 1,884.92 1,884.91 1,42Q.72 1,957.22 1,994.40 9,642:36
6fueCfoud Analytla(analytical reporting) 6,275.74 6,275,79 6,395.03 6S3fiS4 6,54D.35 32,103.50
API Services(ren+oved,see aedit befaw) B 5. 50.55 Q,QQ Q�0 0_00 0•OD ,�¢
Suhtota!Active Produttt $61,257.90 $52,707.34 $53,708.78 5�.729.25 555,769.30 $278,172.37
P�Itine Detail(or Pendine•Ac11ve?roducts
BC Mobile—library patran appltcation fo�mobHe devices�Aadroid/i05) 8.fi62.00 7,370.00 7,510.03 7,652.72 7,798.12 38,992.87
'Note:Year2 may be pro-roted depending an Nve date
Credlt jor removal ofAPl licensing jrom cu�rent prorlects -8,55�56 •8,550.56
Subtotal Wrteo�t Produeta(Jluets)lkeroM�,Techntcel5upport u�d Ma&�Eaunce 561,364.34 $60,Q77.34 561,238.81 $5z,38L97 �B3S67.22 $308,614�8
Curtent Subsc�iptioh(sj FY i4-20 FY 20-21 Flf 21-2Z FY 22 23 FY 23-24 5-Year Cost
Temrs:t!pliJt at 3rd parry rate 3.39s
Descriptton: Third-party subsuiptions inchides book cover images,medla art tor CDs,DVOs,&audiobooks,
ans!descriptions&reviews for the patron catalog.
Prieins Qetaf) �
En�iched Content annual subscripUon 4,306.65 4,242.17 4,382.16 A,526.77 4,676.16. 21,933.91
DataStream 2.0 annual suburipUon 1,558.d5 1,609.47 1,66258 1,717.44 1,774.12 8,3Z1:6b
Enriched Content video and music annual subscriptlon 911.36 i.q 972.50 1.004.59 p�. 37.75 4•_ SGZiG4
suticow�wrrencsunscr��on�s} S�,s75.o5 Se.�3.m S�.os7.za S�.zae.si S�,aeaa: S3s.�.zo
.._ . .,.� .�: ,-.�.>,..:�....-
�TO'r""�„A���TMvio��u stitg;�Tech`support,�nnaintena�rc:;��si%tisaiptto s�...._. :._ .... �� S6'i;`sas:4o.�'SS6:870i41�'$68;?3fi.os`�$69�630:78}_S71;oss�ts�S'3d9;�97;88`-, :
Pa�1
SirsiDynix Proposed Costs for
Orange Pub1Ec Library LTA(Long Term Agreement) •
New Product iitensing,Technital Support aad Maintenance Proposal FY 19-20 FY 20.Z1 FY 21-22 FY 22-23 FY 23-24 5-Year Cost
Terms:Yenr 2=0.OD%upliJr,and Years 3 thru 5=1.3D%uplifr eoch yeor
Descriptian: Annual licensing,technical suppart and maintenance(or Enlerprise and eRC(eleclronic
resource central)soltware. Enterp�ise is a new interface ta the library catalog for patrons. eRC pravides
single-point access lo OP!'s digital collections includiag e800ks,eAudio600ks,eMagazioes,eMusic and
databases. Data Cantrol provides global management and editing of the catalog and patron databases.
Priclne detail
Enterprise&eRC 11,380.00 5,690.Q0 5,798,11 5,908.27 6,020.53 34,796.92
Data ConUal (once product�s ltve) 3,500.00 3,500.00 3,566.50 3,634.26 3,70331 17,904.08
piscouret on new product licensing with LTA(long term agreementJ -5,690.(?0 •S,G�.pp
Subtotal New Froduct Ucensing,Techniral5upport and Maintenaace $9,140.00 $9,190.00 $9,364.61 54,542.54 $4,723.85 $47,010.99
New Pradutt Servises Proposal FY 19-20 FY 2Q•21 FY 21-22 Fil 22-23 FY 23-24 5-Year Cost
Terms:Year 2=0.00%upti/t,ond Years 3 thru 3=1.90%aplJft eo[h year
One-time setup Fees for Enterprise and eRC including:conwlling,softwa�e 7,210.00 U.00 Q.00 0,00 0.00 7,210.Q0
installation and configuration,and training
COSU61 annual use�group conFerence attendance tor library designated attendee(recurringy 2,Z40.00 2,290.00 2,333.51 2,377.85 2,423.03 11,714.38
Dismttnt at new praduct services weth LTA(lwig tentt ogreementJ -3,6I0.1?0 -3,6iO.0A
5ubtotal lYew Product Services 5,B�.00 2,290.00 2.333.51 2,377.85 2,4Z3.03 15,31438
TOTAI Proposed New Product Llcesfstng,Technlwi Support,Maintenance&Servlces $15,080.00 $11,480.Q0 $12,698.12 $11,920.38 $12,146.87 $62,3a5.38 �
TOTAL ANPfUAL GOST PROPOSAL fY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 5 YearCost
$83�025 $78,350 $79,934 $81,551 $83,202 $A06,063
NOTE:These are estimated costs for new prodacts. Depending when praducts go live,there may be some p►o-rated dallar omou►tts from one yeor to another.
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