Sirsidynix - Saas ServicesFile: JFK Memorial Library GC# 310092
MASTER AGREEMENT
BETWEEN
CITY OF HIALEAH
AND SIRSIDYNIX
1. PURPOSE AND SCOPE
1.1 Parties and Effective Date. This Master Agreement (the "Master
Agreement) is entered into bet\Yeen Sirsi Corporation dba SirsiDynix
("SirslDynixj and City of Hialeah, ("Customer"), with effect on the date of
the last signature below rEffective Date;.
1.2 Purpose. This Master Agreement establishes the general terms and
conditions to which the parties have agreed with respect to the provision of
Products by SirsiDynix to Customer. Additional terms for the purchase of a
specific Product are set forth in the Quote(s). By signing below, the parties
acknowledge receipt of and agree to be bound by the terms and conditions
of this Master Agreement and the Quote(s) if executed by Customer for
Products purchased by Customer. All pre-printed or standard terms of any
Customer purchase order or other business processing document shall
have no effect.
1.3 Incorporation of Quotes. "Quote" means the document(s), regardless
of actual name, executed by the parties which is incorporated by reference
into the terms of this Master Agreement, and describes order-specific
information, such as description of Product ordered, License Metrics, fees,
statements of work, exhibits and milestones. At any time after execution of
the Master Agreement and the initial Quote, Customer may purchase
additional Products or otherwise expand the scope of existing licenses or
Subscriptions granted under a Quote, upon SirsiDynix receipt and
acceptance of a new Quote specifying the foregoing.
1.4 Incorporation of EULAs. Customer's use of any Third Party Products
licensed hereunder or incorporated in the Products may be subject to, and
Customer shall review and determine if appropriate whether to sign any
applicable EULAs for use of any Third Party Products, which will be attached
to a separate Quote.
1.5 Order of Precedence. To the extent any terms and conditions of this
Master Agreement conflict with the terms and conditions of a Quote, the
terms and conditions of the Master Agreement shall control, except where
the Quote expressly states the intent to supersede a specific portion of the
Master Agreement. To the extent any terms and conditions of this Master
Agreement conflict with the terms and conditions of an EULA, the terms and
conditions of the EULA shall control.
2. PRODUCTS USE RIGHTS; TITLE
2.1 Generally. Customer's purchase of Products under this Master
Agreement may include from time-to-time Software, Subscriptions,
Services, and/or Hardware. The following provisions under this Section 2
apply if relevant to the type of Product purchased pursuant to a Quote.
2.2.1 Software License. Subject to the terms and conditions of this Master
Agreement including without limitation the restrictions set forth in Section
2.7 and Section 2.9 and timely payment of the applicable fees, SirsiOynix
hereby grants to Customer a limited, non-exclusive, and non-transferable
license to (i) install, run and use the Software identified in the Quote in the
Operating Environment solely for Internal Business Purposes, and Oi) use
the Documentation in connection with such use of the Software. Customer
may not make copies of the Software except a reasonable number of
machine-readable copies solely for internal backup or archival purposes. All
Intellectual Property rights notices must be reproduced and included on
such copies. Customer shall maintain accurate and up-to-date records of
the number and location of all copies of the Software and inform SirsiDynix
in writing of such upon request.
2.2.2 Unless otherwise set forth In a Quote, the Software shall not be
simultaneously loaded and operated on more than one hardware platform, ,
except temporarily during the process of platform migration.
2.2.3 Customer shall use the Third Party Products solely in conjunction with
the SirsiDynix Software and Customer shall have no broader rights with
respect to the Third Party Products than it has to the SirsiDynix Software.
SirsiDynix may add and/or substitute functionally equivalent products for any
third party items in the event of product unavailability, end-of-life, or changes
to software requirements.
2.3.1 Subscriptions. For Subscriptions purchased by Customer, and
subject to the terms and conditions of this Master Agreement including
without limitation the restrictions set forth in Sections 2.7 and 2.9 and timely
payment of the applicable fees, SirsiDynix grants to Customer the right to
access and use the Subscription identified in the Quote solely for Internal
Business Purposes and to use the Documentation in connection with such
access and use for the Term. SirsiDynix shall use commercially reasonable
efforts to make the Subscription Services available 24x7, except for
scheduled downtime events, or emergency downtime events, or Internet
service provider failures or delays. SirsiDynix will use commercially
reasonable efforts to perform scheduled downtime events outside of normal
business hours. Customer acknoYJ!edges that the Subscription Services
may be subject to limitations, delays, and other problems inherent in the use
of the Internet and electronic communications. SirsiDynix is not responsible
for any delays, delivery failures, or other damage resulting from such
problems.
2.3.2 Customer is solely responsible for obtaining and maintaining at its own
expense, all equipment that may be needed to access Subscriptions,
including without limitation, Internet connections. Customer understands
that Subscription communications may traverse an unencrypted public
Internet connection and that use of the Internet provides the opportunity for
unauthorized third parties to illegally gain access to Customer Data.
Accordingly, SirsiDynix does not guaranty the privacy, security or
authenticity of any information transmitted over or stored in any system
connected to the Internet. Customer shall not encrypt Subscription traffic
except as may be available through the SirsiDynix VPN solution.
2.3.3 Customer is responsible for maintaining the confidentiality of all
passwords and for ensuring that each password is used only by the
authorized user. Customer is responsible for all activities that occur under
Customer's account. Customer agrees to immediately notify SirsiDynix of
any unauthorized use of Customer's account or any other breach of security
known to Customer. SirsiDynix shall have no liability for any loss or damage
arising from Customer's failure to comply with these requirements.
2.3.4 Customer shall be solely responsible for the accuracy, quality, integrity
and legality of Customer Data and of the means by which it acquired
Customer Data. Customer acknowledges and agrees that SirsiDynix does
not monitor or police the content of communications or data of Customer or
its users transmitted through the Subscriptions, and that SirsiDynix shall not
be responsible for the content of any such communications or
transmissions. Customer shall use the Subscriptions exclusively for
authorized and legal purposes, consistent with all applicable laws and
regulations. Customer agrees not to post or upload any content or data
which (a) is libelous, defamatory, obscene, pornographic, abusive,
harassing or threatening; (b) contains viruses or other contaminating or
destructive features; (c) violates the rights of others, such as data which
Customer Initial and Date: _______________ _ Confidential
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infringes on any intellectual property rights or violates any right of privacy or
publicity; (d) constitutes sensitive personal information such as social
security numbers, credit card information, or drivers license numbers; or (e)
otherwise violates any applicable law. Customer further agrees not to
interfere or disrupt networks connected to the Subscriptions, not to interfere
with another customer's use and enjoyment of similar services and to
comply with all regulations, policies and procedures of networks connected
to the Subscriptions. SirsiDynix may remove any violating content posted or
transmitted on or through the Subscriptions, without notice to Customer.
SirsiDynix may suspend or terminate any user's access to the Subscriptions
upon notice in the event that SirsiDynix reasonably determines that such
user has violated these tenns and conditions.
2.3.5 The provision of third party Subscriptions is subject to availability from
third party providers and SirsiDynix shall have no liability should such
Subscription become unavailable for any reason or is no longer available
under reasonable commercial tenns.
2.3.6 In the event that Customer is locally hosting Subscription Software,
SirsiDynix hereby grants to Customer, subject to the terms and conditions
of this Master Agreement including without limitation the restrictions set forth
in Section 2.7 and Section 2.9 and timely payment ofthe applicable fees, a
limited, non-exclusive, non-transferable grant of use to locally install and use
the Subscription Software solely for Customer's internal business purposes.
The grant of use for Subscription Software is not a license and remains in
effect only while Customer is timely paying its Subscription fees to
SirsiDynix. If Customer fails to timely pay Subscription fees, Customer must
immediately discontinue use of and certify to SirsiDynix the removal of
Subscription Software.
2.4.1 Services. Services are described in the Quote. SirsiDynix shall be
responsible for securing, managing, scheduling, coordinating and
supervising SirsiDynix personnel, including its subcontractors, in performing
any Services. Any change to the scope of Services must be in writing signed
by both parties. Once executed by both parties, a change shall become a
part of the Quote.
2.4.2 Customer acknowledges and agrees that SirsiDynix performance is
dependent upon the timely and effective satisfaction of Customer's
responsibilities hereunder and timely decisions and approvals of Customer
in connection with the Services. SirsiDynix shall be entitled to rely on all
decisions and approvals of Customer. Customer's data must be provided to
SirsiDynix in a fonnat reasonably approved by SirsiDynix or additional
charges will apply. Customer shall be responsible for providing secured
access to Customer's systems to SirsiDynix. SirsiDynix alone shall decide
whether such access is sufficient for the perfonnance of Services.
2.5. Software Maintenance.
2.5.1 Subject to Customer's timely payment of applicable fees, SirsiDynix
will provide during the Term Maintenance services for the Software in
accordance with the maintenance plan indicated in the Quote, provided
however that with respect to Third Party Products, SirsiDynix's obligation to
offer Maintenance is limited to using commercially reasonable efforts to
obtain Maintenance from the third party owner of such Software. All licenses
in Customer's possession must be supported under the same maintenance
plan.
2.5.2 Updates are provided if and when available, and SirsiDynix is under
no obligation to develop any future programs or functionality.
2.5.3 SirsiDynix is under no obligation to provide Maintenance with respect
to: (i) a Product that has been altered or modified by anyone other than
SirsiDynix or its licensors; (ii) a release for which Maintenance has been
discontinued; (iii) a Product used other than in accordance with the
Documentation or other than on the Operating Environment; (iv)
discrepancies that do not significantly impair or affect the operation of the
Product; or (v) any systems or programs not supplied by SirsiDynix.
2.5.4 For the avoidance of doubt, Updates provided under Maintenance
services are subsequent minor or maintenance releases to the standard
Products, excluding custom development or customizations whether such
customizations are performed by SirsiDynix or by Customer or a third party.
GC#310092
SirsiDynix reserves the right to charge Client for any reintegration work
required to make customizations compatible with future releases. Any
reintegration work that takes up to one (1) hour will be included in the
maintenance costs, however after that one (1) hour, any reintegration work
will be billed at our standard $300 per hour rate.
2.5.5 If ordered, Maintenance must be ordered for all Software and all
associated License Metrics licensed by Customer. Customer may not
purchase or renew Maintenance for a subset of its licenses only.
2.5.6 If an Error was corrected or is not present in a more current release of
the Product, SirsiDynix shall have no obligation to correct such Errors in
prior releases of the Software.
2.5. 7 Fees for Maintenance Services do not include implementation, training
and other Professional Services.
2.5.8 It is Customer's responsibility to ensure that all appropriate users
receive initial training services sufficient to enable Customer to effectively
use the Software. Failure to do so could result in additional Maintenance
fees (not to exceed $2,000) if service requests are deemed excessive as a
result of insufficient training, at SirsiDynix's discretion.
2.5.9 In the event Customer does not renew Maintenance and subsequently
desires to reinstate Maintenance, a reinstatement fee shall be assessed
equal to, and not to exceed, 120% of the aggregate Maintenance fee that
would have been payable during the period of lapse.
2.5.1 O For Software licenses and Subscription Software, Customer is solely
responsible for the installation of Updates and agrees to (i) meet the Update
standard set forth in the SirsiDynix Support Policies referenced in the
definition of Maintenance and (ii) maintain the Operating Environment. With
respect to Subscriptions, SirsiDynix is responsible for the implementation of
Updates and shall no longer provide access to any previous release upon
the date SirsiDynix migrates to a new Update for production use in
SirsiDynix's hosted environment.
2.6.1 Hardware and Hardware Maintenance. Title to the Hardware
identified in the Quote, if any, shall pass to Customer on SirsiDynix's
placement of the Hardware with a common carrier or licensed trucker, which
shall constitute delivery to Customer. Thereafter Customer will be
responsible for risks of loss or damage, except for loss or damage caused
by SirsiDynix in the process of installation.
2.6.2 SirsiDynix does not provide support for Hardware unless Customer
purchases any available maintenance associated with such Hardware. Such
Hardware maintenance may be provided through a third party and is subject
to that third party's standard terms, conditions and warranties, if any.
2. 7 License Metrics. Customer may not use the Products in excess
of the License Metrics specified in the Quote. Additional License Metrics and
associated Maintenance must be purchased at the pricing in effect at the
time the additional License Metrics are added in the event actual usage
exceeds the licensed quantity, prorated for the remainder of the then-current
Term. The additional License Metrics purchased shall terminate on the
same date as the pre-existing Products. Prices are based on License
Metrics purchased and not actual usage. The number of License Metrics
provided in the initial Quote is a minimum amount that Customer has
committed to for the Tenn and there shall be no fee adjustments or refunds
for any decreases in usage.
2.8 Reservation of Rights. All rights not expressly granted in the
Master Agreement are reserved by SirsiDynix and its third party providers.
Customer acknowledges that: (i) all Software is licensed and not sold and
all Subscriptions and Content are subscribed to and not sold; (ii) Customer
acquires only the right to use the Protected Materials. SirsiDynix and its third
party providers retain sole and exclusive ownership and all rights, title, and
interest in, including Intellectual Property embodied or associated with, the
Protected Materials and all copies and derivative works thereof (whether
developed by SirsiDynix, Customer or a third party); and (iii) the Protected
Materials, including the source and object codes, logic and structure,
constitute valuable trade secrets of SirsiDynix and its third party providers.
Customer agrees to secure and protect the Products consistent with the
Customer Initial and Date: _______________ _ Confidential
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maintenance of SirsiDynix's and its third party providers' rights in the
Products, as set forth in this Master Agreement.
2.9 Restrictions. Unless specifically permitted or licensed by
SirsiDynix, Customer shall not itself, or through any affiliate, employee,
consultant, contractor, agent or other third party: (i) sell, resell, distribute,
host, lease, rent, license or sublicense, in whole or in part, the Protected
Materials; Qi) decipher, decompile, disassemble, reverse assemble, modify,
translate, reverse engineer or otherwise attempt to derive source code,
algorithms, tags, specifications, architecture, structure or other elements of
the Protected Materials, including the license keys, in whole or in part, for
competitive purposes or otherwise; (iii) allow access to, provide, diwlge or
make available the Protected Materials to any user other than Customer's
employees and independent contractors who have a need to such access
and who shall be bound by a nondisclosure agreement with provisions that
are at least as restrictive as the terms of this Master Agreement (except the
Customer may grant access to public access catalogs to library users, other
libraries, and third party entities); Qv) write or develop any derivative works
based upon the Protected Materials; (v) modify, adapt, translate or
otherwise make any changes to the Protected Materials or any part thereof;
(vi) use the Protected Materials to provide processing services to third
parties, or otherwise use the same on a 'service bureau' basis; (vii) disclose
or publish, without SirsiDynix's prior written consent, performance or
capacity statistics or the results of any benchmark test performed on the
Protected Materials; or (viii) otherwise use or copy the Protected Materials
except as expressly permitted herein.
2.10 Customer Data. SirsiDynix disclaims ownership of any and all
Customer Data, all bibliographic, authority, item, fine, patron, and other data
loaded to, created and/or entered into Customer's database or supplied to
SirsiDynix by Customer. Notwithstanding Customer's ownership of
Customer Data, at the end of the Term SirsiDynix shall only be obligated to
provide to Customer extractable Customer Data at no additional charge in a
supported MARC and/or ASCII delimited format. SirsiDynix shall have the
right to aggregate and retain non-personally identifiable data.
2.11 License Grant by Customer. Customer grants to SirsiDynix a non-
exclusive, royalty-free license, to use equipment, software, Customer Data
or other material of Customer solely for the purpose of performing
SirsiDynix's obligations under the Master Agreement.
2.12 Enforcement. Customer shall (i) ensure that all users of the
Products comply with the terms and conditions of the Master Agreement, Oi)
promptly notify SirsiDynix of any actual or suspected violation thereof and
(iii) cooperate with SirsiDynix with respect to investigation and enforcement
of the Master Agreement.
3. FINANCIAL TERMS
3.1.1 Fees and Payment Terms. The Customer shall pay the amounts
set forth in the Quote. Subject to the provisions of the Quote, SirsiDynix may
annually increase the fees of Subscription, Subscription Software and/or
Maintenance upon 30 days written notice in advance. Invoices become past
due 30 days after the invoice date. Interest accrues on past due balances at
the higher of 1 ½% per month or the highest rate allowed by law. If Customer
fails to make payments of any amount due under the Master Agreement,
SirsiDynix will be entitled to suspend its performance upon ten (10) days
written notice to Customer.
3.1.2 Unless expressly provided otherwise, amounts paid or payable for
Software, Subscriptions, Subscription Software and Hardware are not
contingent upon the performance of any Services.
3.2 Taxes. ·Customer is tax-exempt. Customer agrees to send
SirsiDynix a copy of its tax-exempt certificate upon execution of the Master
Agreement.
3.3 No Contingencies. Customer agrees that its purchases hereunder are
neither contingent on the delivery of any future functionality or features nor
dependent on any oral or written comments made by SirsiDynix regarding
future functionality or features.
4. CONFIDENTIALITY
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4.1 Non-Disclosure. Each party will protect the other party's
Confidential Information from unauthorized dissemination and use the same
degree of care that each such party uses to protect its own confidential
information, but in no event less than a reasonable amount of care. Neither
party will use Confidential Information of the other party for purposes other
than those necessary to directly further the purposes of the Master
Agreement. Neither party will disclose to third parties Confidential
Information without prior written consent of the other party.
4.2 Exceptions. Information shall not be considered Confidential
Information to the extent, but only to the extent, that the receiving party can
establish that such information (i) is or becomes generally known or
available to the public through no fault of the receiving party; (ii) was in the
receiving party's possession before receipt from the disclosing party; (iiO is
lawfully obtained from a third party who has the right to make such
disclosure on a non-confidential basis; (iv) has been independently
developed by one party without reference to any Confidential Information of
the other; (v) is information aggregated by SirsiDynix that no longer contains
any personally identifiable information; or (vi) is required to be disclosed by
law provided the receiving party has promptly notified the disclosing party of
such requirement and allowed the disclosing party a reasonable time to
oppose such requirement. The parties acknowledge that Customer may be
subject to freedom of information legislation and further acknowledges that
such legislation may take precedence over the confidentiality provisions of
this section as they apply to Customer.
5. PRIVACY
Customer represents and warrants that before providing personally
identifiable information to SirsiDynix or its agents, it will comply with any laws
applicable to the disclosure of personally identifiable information, including
providing notices to or obtaining permission from third parties to allow
sharing of their personally identifiable information with SirsiDynix under the
Master Agreement. To the extent alloYJed by law, and subject to the limits
provided for in Section 768.28 of the Florida Statutes, Customer will
indemnify SirsiDynix for any breach of this representation and warranty. No
personally identifiable information will be disseminated by SirsiDynix to any
third parties, except as consented to by Customer or required by law.
6. INDEMNIFICATION
6.1.1 By SlrslDynix. SirsiDynix will defend or settle, at its option and
expense, any action, suit or proceeding brought against Customer that the
SirsiDynix Software (excluding Content and Third Party Products) infringe a
third party's USA patent, registered copyright, or registered trademark
CUClaim"). SirsiDynix will indemnify Customer against all damages and costs
finally awarded which are attributable exclusively to such Claim, provided
that Customer: (i) promptly gives written notice of the claim to SirsiDynix; (ii)
gives SirsiDynix sole control of the defense and settlement of the Claim; (iii)
provides SirsiDynix, at SirsiDynix's expense, with all available information
and assistance relating to the Claim and cooperates with SirsiDynix and its
counsel; (iv) does not compromise or settle such Claim; and (v) is not in
material breach of any agreement with SirsiDynix.
6.1.2 SirsiDynix has no obligation to the extent any Claim results from: (i)
Customer having modified the SirsiDynix Software or used a release other
than the most current unaltered release of the SirsiDynix Software, if such
an infringement would have been avoided by the use of such current
unaltered release, (ii) Third Party Products and/or Content. or (iii) the
combination, operation or use of the SirsiDynix Software with software or
data not provided by SirsiDynix.
6.1.3 If it is adjudicated that the use of the SirsiDynix Software in accordance
with the Master Agreement infringes any USA patent, registered copyright,
or registered trademark, SirsiDynix shall, at its option: (i) procure for
Customer the right to continue using the infringing SirsiDynix Software; (ii)
replace or modify the same so it becomes non-infringing; or (iii) Customer
will be entitled to an equitable adjustment in the fees paid for the affected
SirsiDynix Software. THIS SECTION STATES SIRSIDYNIX'S ENTIRE
OBLIGATION TO CUSTOMER AND CUSTOMER'S SOLE REMEDY FOR
ANY CLAIM OF INFRINGEMENT.
Customer Initial and Date: _______________ _ Confidential
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6.2 By Customer. To the extent allowed by law, and subject to the limits
provided for in Section 768.28 of the Florida Statutes, Customer shall defend
or settle, at its option and expense, any action, suit or proceeding brought
against SirsiDynix by a third party arising out of or in connection with: (i) any
claim that Customer Data infringes on the intellectual property rights of a
third party; (ii) any claim by a Customer user or (iii) any claim that Customer
or a Customer's user is using the Product in a manner that violates the
provisions of the Master Agreement. Customer's obligations under this
section are contingent upon: (a) SirsiDynix providing Customer with prompt
written notice of such claim; (b) SirsiDynix providing reasonable cooperation
to Customer, at Customer's expense, in the defense and settlement of such
claim; and (c) Customer having sole authority to defend or settle such claim.
7. WARRANTIES; REMEDIES; DISCLAIMERS
7.1 SirslDynix Software. SirsiDynix warrants that, for a period of 90 days
from the Go Live Date, the SirsiDynix Software, as updated by SirsiDynix
and used in accordance with the Documentation and in the Operating
Environment, will operate in all material respects in conformity with the
Documentation.
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PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i)
ANY WARRANTY THAT ANY PRODUCT IS ERROR-FREE OR WILL
OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE
CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT OR THIRD
PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND ERROR-
FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION
GIVEN BY SIRSIDYNIX, ITS AFFILIATES, CONTRACTORS OR
EMPLOYEES SHALL CREA TE OR CHANGE ANY WARRANTY
PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT USE OF OR
CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR
UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY
PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES
AND CUSTOMER DATA AND THAT NO FORM OF ENCRYPTION IS
FOOL PROOF.ACCORDINGLY, SIRSIDYNIX CANNOT AND DOES NOT
If SirsiDynix Software does not perform as warranted, SirsiDynix shall use GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY
commercially reasonable efforts to correct Errors. As Customer's exclusive INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM
remedy for any claim under this warranty, Customer shall promptly notify CONNECTED TO THE INTERNET.
EXCLUSION AND LIMITATION OF LIABILITY SirsiDynix in writing of its claim. Provided that such claim is reasonably 8•
determined by SirsiDynix to be SirsiDynix's responsibility, SirsiDynix shall,
within ninety (90) days of its receipt of Customer's written notice; (i) correct
such Error; (ii) provide Customer with a plan reasonably acceptable to
Customer for correcting the Error; or (iii) if neither (i) nor (iij can be
accomplished with reasonable commercial efforts from SirsiDynix, then
SirsiDynix or Customer may terminate the affected SirsiDynix Software
license and Customer will be entitled to an equitable adjusbnent in the fees
paid for the affected SirsiDynix Software at SirsiDynix's discretion. The
preceding warranty cure shall constitute SirsiDynix's entire liability and
Customer's exclusive remedy for cure of the warranty set forth herein.
8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S
TOT AL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER
THE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY
CUSTOMER OR ANY THIRD PARTIES UNDER THE MASTER
AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 6
(Indemnification), WILL BE LIMITED TO THE FEES PAID BY CUSTOMER
DURING THE PREVIOUS 24 MONTHS FOR THE PRODUCT WHICH IS
THE SUBJECT MATTER OF THE CLAIM.
8.2 IN NO EVENT WILL SIRSIDYNIX OR CUSTOMER BE LIABLE TO TO
THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY
PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS,
STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC
ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT THE OTHER
PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF.
SUCH DAMAGES.
7.2 SirsiDynix Subscriptions. SirsiDynix warrants that Subscriptions, as
used in accordance with the Documentation, will operate in all material
respects in conformity with the Documentation.
7.3 Exclusions. SirsiDynix is not responsible for any claimed breach of any
warranty caused by: (i) modifications made to the SirsiDynix Software by
anyone other than SirsiDynix; (ii) the combination, operation or use of the
SirsiDynix Software with any items that are not part of the Operating
Environment; (iii) Customer's failure to use any new or corrected releases
of the SirsiDynix Software made available by SirsiDynix; (iv) SirsiDynix's
adherence to Customer's specifications or instructions; or (v) Customer
deviating from the operating procedures described in the Documentation.
7.4 Third Party Products. SirsiDynix warrants that it is an authorized
distributor of the Third Party Product and that with the execution of this
Master Agreement and the applicable EULA, Customer will have the right to
use such Product in accordance with the terms and conditions of the terms
of this Master Agreement and the applicable EULA. SIRSIDYNIX MAKES
NO OTHER WARRANTY WITH RESPECT TO ANY THIRD PARTY
PRODUCTS. CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH
THIRD PARTY PRODUCTS SHALL BE PURSUANT TO THE ORIGINAL
LICENSOR'S WARRANTY, IF ANY, TO SIRSIDYNIX, TO THE EXTENT
PERMITTED BY THE ORIGINAL LICENSOR. THIRD PARTY PRODUCTS
ARE MADE AVAILABLE BY SIRSIDYNIX ON AN "AS IS, AS AVAILABLE"
BASIS.
7.5 Hardware. SirsiDynix warrants that it is an authorized distributor of the
Hardware. Hardware warranties shall be governed by the manufacturer's
warranty. SIRSIDYNIX MAKES NO WARRANTIES OF ANY KIND WITH
RESPECT TO HARDWARE OR HARDWARE MAINTENANCE.
CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH HARDWARE
OR HARDWARE MAINTENANCE SHALL BE PURSUANT TO THE
MANUFACTURER'S WARRANTY, IF ANY.
7.6 Disclaimers. THE WARRANTIES SET FORTH"IN THIS MASTER
AGREEMENT ARE IN LIEU OF, AND SIRSIDYNIX, ITS LICENSOR$ AND
SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT
8.3 Intentionally omitted
9. TERM AND TERMINATION
9.1 Term of Master Agreement. Subject to Section 10.12 below, the
term of this Master Agreement shall commence on the Effective Date and
shall continue in full force and effect until the expiration or termination of all
Quotes, unless otherwise terminated earlier as provided hereunder.
9.2 Product and Services Term. The respective initial term of Software
Maintenance, Hardware Maintenance, Subscriptions, and Subscription
Software as applicable, is specified in the Quote ("Initial Term'). The Initial
Term and any renewal term shall automatically renew for the same length
as the Initial Term unless either party gives written notice 60 days prior to
the encl of any previous Term of its intention to terminate the Subscription
or Maintenance service. The Initial Term and renewal terms are referred to
as the "Term".
9.3.1 Termination. Either party may terminate the Master Agreement
immediately upon written notice if the other party commits a non-remediable
material breach of the Master Agreement, or if the other party fails to cure
any remediable material breach or provide a written plan of cure acceptable
to the non-breaching party within 30 days of being notified in writing of such
breach. Where the non-breaching party has a right to terminate the Master
Agreement, the non-breaching party may at its discretion terminate the
Master Agreement or the applicable Quote. Quotes that are not terminated
shall continue in full force and effect under the terms of this Master
Agreement. Additionally, either party may terminate the Master Agreement
Customer Initial and Date: _______________ _ Confidential
Page4of7 • SirsiDynix0
J~
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
File: JFK Memorial UbralV
and any Quote by providing written notice 60 days prior to the end of any
previous Term.
9.3.2 Following termination of the Master Agreement, Customer agrees to
certify that it has returned or destroyed all copies of the applicable Product
and Confidential Information and acknowledges that its rights to use the
same are relinquished.
9.3.3 Non-Appropriation of Funds. If for any given fiscal year funds are
not appropriated to continue paying for the Products, the Master Agreement
will be suspended at no penalty to Customer, upon SirsiDynix's receipt of
written notice thirty (30) days prior to the renewal period. Such notice will
not relieve Customer of payments then owing for previous years usage.
Customer shall not purchase similar materials, supplies, services, or items
of equipment during the anticipated life of the suspended Master Agreement
without notification to SirsiDynix and reinstatement of the suspended Master
Agreement.
9.4. Suspension. SirsiDynix will be entitled to suspend any or all
performance upon 1 o days written notice to Customer in the event Customer
is in breach of the Master Agreement. Further, SirsiDynix may suspend
Customer's use of and access to all or a portion of the Subscriptions if, and
so long as, in SirsiDynix's sole judgment, there is a security risk created by
Customer that may interfere with the proper continued provision of services
or the operation of SirsiDynix's network or systems. SirsiDynix may impose
an additional charge to reinstate service following such suspension not to
exceed $1,500.
10. GENERAL PROVISIONS
10.1 Force Majeure. The parties Vvill exercise every reasonable effort to
meet their respective obligations hereunder but shall not be liable for delays
resulting from force majeure or other causes beyond their reasonable
control, including but not limited to power outages or failure of third party
service providers. This provision does not relieve Customer of its obligation
to make payments then owing.
10.2 Assignment. SirsiDynix may assign the Master Agreement and all
of its rights and obligations herein without Customer's approval to its parent
company or other affiliated company, to a successor by operation of law, or
by reason of the sale or transfer of all or substantially all of its stock or assets
to another entity. Neither party may otherwise assign or transfer the Master
Agreement without the prior written consent of the other party, which shall
not be unreasonably withheld. Notwithstanding the above, SirsiDynix may
fulfill its obligations hereunder through its affiliated companies.
10.3 Cooperation. Customer agrees to provide cooperation, which
means assistance, information, equipment, data, a suitable work
environment, timely access, and resources reasonably necessary to enable
SirsiDynix to perform any and all installation, implementation, and services
required to fulfill its obligations hereunder including but not limited to
ensuring SirsiDynix has remote access. Failure to grant such cooperation
shall allow SirsiDynix to deem the Product purchased by Customer to be
fully accepted and delivered. In the event any delay in implementing
Products is caused by Customer resulting in SirsiDynix incurring additional
expenses, the Customer shall pay to SirsiDynix the amount of such
additional expenses.
10.4 Delegation. SirsiDynix may subcontract or delegate any work under
any Quote to any third party without Customer's prior written consent,
provided however that SirsiDynix shall remain responsible for the
performance of any such subcontractors.
10.5 Notice of U.S. Government Restricted Rights. If the Customer
hereunder is the U.S. Government. or if the Software is acquired hereunder
on behalf of the US Government with U.S. Government federal funding,
notice is hereby given that the Software is commercial computer software
and documentation developed exclusively at private expense and is
furnished as follows: "U.S. GOVERNMENT RESTRICTED RIGHTS.
Software delivered subject to the FAR 52.227-19. All use, duplication and
disdosure of the Software by or on behalf of the U.S. Government shall be
subject to this Master Agreement and the restrictions contained in
GC#310092
subsection (c) of FAR 52.227-19, Commercial Computer Software -
Restricted Rights (June 1987)".
10.6 Export. Customer shall comply fully with all relevant export laws and
regulations of the United States to ensure that the Software is not exported,
directly or indirectly, in violation of United States law.
1 O. 7 Non-solicitation. During the term of this Master Agreement and for
a period of one year following its termination, neither party will solicit for
employment directly or through other parties, without the other party's
written permission, any individual employed by the other party, provided
however that the hiring of individuals responding to general public marketing
and recruiting advertisements and events shall not be a violation of this
provision; only active, targeted solicitation is prohibited.
10.8 Compliance. During the term of this Master Agreement and for a
period of one year following its termination, SirsiDynix shall have the right to
verify Customer's full compliance with the terms and requirements of the
Master Agreement. If such verification process reveals any noncompliance
exceeding 5% excess usage of license metrics by Customer, Customer shall
reimburse SirsiDynix for the reasonable costs and expenses of such
verification process incurred by SirsiDynix, and Customer shall promptly
cure any such noncompliance; provided, however, that the obligations under
this section do not constitute a waiver of SirsiDynix's termination rights and
do not affect SirsiDynix's right to payment for Products and interest fees
related to usage in excess of the License Metrics.
10.9 Notices. Any notice required or permitted to be sent under the
Master Agreement shall be delivered by hand, by overnight courier, by email
to SirsiDynix at legal@sirsidynix.com, or by email to Customer at any current
Customer email address routinely used by SirsiDynix, or by registered mail,
return receipt requested, to the address of the parties set forth in the Master
Agreement or to such other address of the parties designated in writing in
accordance with this subsection.
10.10 Relationship. The Master Agreement is not intended to create a
partnership, franchise, joint venture, agency, or a fiduciary or employment
relationship. Neither party may bind the other party or act in a manner which
expresses or implies a relationship other than that of independent
contractor.
10.11 Invalidity. If any provision of the Master Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired.
10.12 Survival. The following provisions will survive any termination or
expiration of the Master Agreement: sections 1, 2.7, 2.8, 2.10, 2.12, 3, 4, 5,
6, 7, 8, 9, and 10.
10.13 No Waiver. Any waiver of the provisions of the Master Agreement
or of a party's rights or remedies under the Master Agreement must be in
writing to be effective. Any such waiver shall constitute a waiver only with
respect to the specific matter described in such writing and shall in no way
impair the rights of the party granting such waiver in any other respect or at
any other time. The waiver by either of the parties hereto of a breach or of a
default under any of the provisions of the Master Agreement shall not be
construed as a waiver of any other breach or default of a similar nature, or
as a waiver of any of such provisions, rights or privileges hereunder. The
rights and remedies herein provided are cumulative and none is exclusive
of any other, or of any rights or remedies that any party may otherwise have
at law or in equity. Failure, neglect, or delay by a party to enforce the
provisions of the Master Agreement or its rights or remedies at any time,
shall not be construed and shall not be deemed to be a waiver of such
party's rights under the Master Agreement and shall not in any way affect
the validity of the whole or any part of the Master Agreement or prejudice
such party's right to take subsequent action.
10.14 Entire Agreement The Master Agreement constitutes the parties'
entire agreement relating to its subject matter. It cancels and supersedes all
prior or contemporaneous oral or written communications, requests for
proposals, proposals, conditions, representations, and warranties, or other
communication between the parties relating to its subject matter as well as
any prior contractual agreements between the parties. Notwithstanding the
Customer Initial and Date: _______________ _ Confidential
Pages of7 • SirsiDynix.
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
File: JFK Memorial Library
precedence of this Master Agreement, any existing Customer License
Metrics shall continue unless new License Metrics are identified in a Quote.
No modification to the Master Agreement will be binding unless in writing
and signed by an authorized representative of each party.
10.15 Third Party B eneficiaries. All rights and benefits afforded to
SirsiDynix under the Master Agreement shall apply equally to the owner of
the Third Party Products with respect to the Third Party Products, and such
third party is an intended third party beneficiary of the Master Agreement,
with respect to the Third Party Products.
10.16 Governing Law and Venue. The Master Agreement shall be
governed by and construed in accordance with the laws of the State of
Florid a without giving effect to its principles of conflict of laws. Any dispute
shall be litigated in the state or federal courts located in the Southern District
of Florida to whose exclusive j urisdiction the parties hereby consent. In
addition, the p arties hereby waive any objection they may have based upon
lack of personal jurisdiction, improper venue and/or 'forum non conveniens'.
10.17 Application of Laws. The parties agree that this contract is not a
contract for the sale of goods; therefore, the Master Agreement shall not be
GC#310092
governed by any codification of Article 2 or 2A of the Uniform Commercial
Code, or any codification of the Uniform Computer Information Technology
Act ("UCITA"), or any references to the United National Convention on
Contracts for the I ntemational Sale of Goods.
10.18 Counterparts. The Master Agreement and each Schedule may be
executed in one or more counte rparts , each of which shall constitute an
enforceable original of the Master Agreement, and that facsimile, electronic
and/or .pdf scanned copies of signatures sha ll be as effective and binding
as original signatures.
10.19 Headings and Drafting . The headings in the Master Agreement
shall not be used to construe or in terpret the Master Agreement. The Master
Agreement shall not be construed in favor of or against a party based on the
originator of the document.
10.20 Intentionally omitted
10.21 Insurance. SirsiDynix will maintain cyber security insurance with a
limit of at least $1,000,000 per claim during the Term of the Master
Agreement. -----·····-····-·· ................. _ ................................. .
City Of Hialeah
190 West 49th Street
Hialeah , Florida 33012
Sign:
Print Name: Carlos Hernandez
Title:
Date:
~6rl7
END OF MASTER AGREEMENT
Sirsi Corporation
SirsiDynix Technology Centre
3300 N. Ashton Blvd. -Suite 500
i , UT 84043
Print Name:
Title :
Date:
CtaAkiidiad e SirsiDynix.
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Daniel Munro
Secretary/General Counsel
Aug-28-2019 | 18:07 MDT
File: JFK Memorial Library
Exhibit A -DEFINITIONS
"Circulation" means the checkout of a Library Item to a patron, the
checkout of a Library Item for the purpose of tracking in-library usage, the
renewal of a Library Item, or an action functionally identical to any of the
preceding acts.
"Confidential Information" means information of SirsiDynix and/or its
licensors includes but is not limited to the terms and conditions (but not the
existence) of the Master Agreement, all trade secrets, software, source
code, object code, specifications, as well as results of testing and
benchmarking of the Software or other services, product roadmap, data and
other information of SirsiDynix and its licensors relating to or embodied in
the Software or Documentation, including but not limited to information
designated as confidential in writing or information which ought to be in good
faith considered confidential and proprietary to the disclosing party.
SirsiDynix's placement of a copyright notice on any portion of any Software
will not be construed to mean that such portion has been published and will
not derogate from any claim that such portion contains proprietary and
confidential information of SirsiDynix. Confidential Information does not
include that the Customer uses SirsiDynix Products.
GC#310092
products by any means into Software, Subscriptions or Subscription
Software without additional SirsiDynix license.
"License Metrics" means limits on Product usage as set forth in the Quote
such as Titles, Circulation, Users, students, seats, and reports.
"Maintenance" means the technical support and, with respect to Software,
the provision of Updates for the level of support services purchased from
SirsiDynix, all of which are provided under SirsiDynix's support policies in
effect at the time the Services are provided, which may be modified from
time-to-time by SirsiDynix in its sole discretion. A current version of such
Support Policies can be found under "SirsiDynix Support Policies"
(Document ID 125773) at http://support.sirsidynix.com.
"Operating Environment'' means SirsiDynix-recommended hardware,
operating system, middleware, database products and other software on
which the Software will operate.
"Professional Services" means data conversion, implementation, site
planning, configuration, integration and deployment of the Software or
Subscriptions, training, project management and other consulting services.
"Products" means Software, Subscriptions, Subscription Software,
Services and Hardware. "Content'' means any information, data, text, software, music, sound,
photographs, graphics, video messages or other material which Customer "Protected Materials" means Software and work product provided by
receives through a Subscription. SirsiDynix under Services, Subscriptions, Subscription Software and
"Customer Data" means any electronic data, information or material
provided or submitted by Customer (including the Customer's patrons and
users) to SirsiDynix through a Subscription or Services, or which Customer
(including the Customer's patrons and users) enters into the Subscription or
Services or has entered on its behalf, or which SirsiDynix is otherwise given
access to under the Master Agreement. Customer Data does not include
non-personally identifiable information aggregated by SirsiDynix.
SirsiDynix's or its licensors' Intellectual Property and Confidential
Information.
"Quote" is defined in Section 1.3.
"Services" means those services provided or arranged by SirsiDynix
including but not limited to specific SirsiDynix Products such as (i)
Professional Services; and (ii) that part of Maintenance that is technical
support, excluding the provision of Updates.
"Documentation" means the user instructions, release notes, manuals and "SlrsiDynix Software" means each SirsiDynix-developed and/or
on-line help files made available by SirsiDynix regarding the use of the SirsiDynix-owned software product in machine-readable object code (not
applicable Product. source code), the Documentation for such product, and any Updates
"Effective Date" is defined in section 1.1. thereto.
"Error'' means a material failure of a Product to conform to its functional "Software" means the SirsiDynix Software and Third Party Software.
specifications described in the Documentation.
''EULA" means the end user license agreement that accompanies the Third
Party Product, which governs the use of or access by Customer to the
applicable Third Party Product.
"Go Live Date" means the date on which the Products are substantially
"Subscriptions" means the provision of access by SirsiOynix or its hosting
providers to Software and/or Content from a server farm that is comprised
of application, data and remote access servers, including associated offline
components including but not limited to cloud services and web access to
Content.
ready for operational use for normal daily business. "Subscription Software" means Subscriptions hosted by Customer.
"Hardware" means the physical hardware and equipment manufactured by Customer does !!21 have a license in Subscription Software.
third party providers and sold to Customers by SirsiOynix. "Term" is defined in section 9.2.
"Intellectual Property" means any and all intellectual property rights, "Titles" means the number of unique records for an electronic, virtual,
recognized in any country or jurisdiction in the world, now or hereafter and/or physical item which may be used by a library patron, such as a
existing, and whether or not perfected, filed or recorded, including without bibliographic, MARC, visual material, serial or Dublin Core record, created
limitation inventions, technology, patents rights (including patent on the Software or Subscription. Multiple items, representing either identical
applications and disclosures), copyrights, trade secrets, trademarks, service items or volumes in a set, may be included in a single Title.
marks, trade dress, methodologies, procedures, processes, know-how, "Third Party Products" means software or content including
tools, utilities, techniques, various concepts, ideas, methods, models, documentation and updates if any, owned by an entity other than SirsiDynix
templates, software, source code, algorithms, the generalized features of and provided by SirsiDynix in connection with Products.
the structure, sequence and organization of software, user interfaces and
screen designs, general purpose consulting and software tools, utilities and "Updates" means the error corrections, releases, updates, modifications or
routines, and logic, coherence and methods of operation of systems, training enhancements subsequently developed that SirsiDynix makes generally
methodology and materials, which SirsiOynix has created, acquired or available to its customers as part of Maintenance on a when and if available
otherwise has rights in, and may, in connection with the performance of basis. Updates exclude new products, modules, platform or functionality for
obligations hereunder, create, employ, provide, modify, create, acquire or which SirsiDynix charges a separate fee.
otherwise obtain rights in. "Users" means Customer's employees or agents who have been issued
"Internal Business Purposes" means customer's internal use but does user names and passwords by Customer to use the Products. Each such
not include (1) sharing confidential Information or Intellectual Property with User shall be one person, and user names and passwords cannot be
third parties without SirsiDynix written consent or (2) integration of third party shared or used by more than one person.
Customer Initial and Date: _______________ _ Confidential
Page7 of7 • SirsiDynbC-
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries
SirsiDynix Technology Center
3300 N . Ashton B oulevard ,
Suite 5 00
Lehi , UT 84043
Phone: 800-2 88-8020
Q uote 99781 for:
l+lia/eah Rublic /l ibraries
JF K Saas Migration
Qu ote valid until:
Prepa r ed by:
A ugust 31 , 201 9
T ina Beecroft,
Executive Account Manage r
Quote Number 99781
This Quote Is hereby fully incorporated InI0 the curre1,I Agr-,;,ment e,-ecuted bet;,een S:rs,Oynix and Customer, 1f any I t>e above nforrnal1011 is
a trade secr1:t proprietar1 aci:J confident1aI and is onl 1 for .se by the library narred aoove and not to be releaserJ
Copffight 201" S1 s1 :::omcration -A R1gh s Reser,ed @ SirsiDynb(
Pa,;e 1 of 1J
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Li braries Quote Number 99781
Purchase Details
All prices are in U .S. dollars($) and are exclusive of taxes unless otherwise noted.
i'tq]~~~~ Year 1 Estimated Estimated Estimated Estimated ~lJ!JJGA\l~·:;r,i~ Year 2 Year 3 Year 4 Year 5
SirsiDyn ix Products
SirsiDynix Services
Disco unt
Subtotal
Initial Term : Five (5) Years
38,400
15,480
(6,770)
47,110
39,130 39,873 40 ,631 41 ,403
39,130 39,873 40,631 41,403
Initial Term Annual Price In crease Cap for SirsiDynix Products/Services: 1 .9% until Term renewal
Customer's usage is subject to limitations that can be found in the Terms and Cond itions section at the end of the Quote.
SirsiDynix reserves the right to adjust Initial Term pricing for Third Party/integrated products/services if a Third Party vendor increases pricing
for Third Party/integrated products/services.
Any applicable discount shall be applied on final payment. Any and all pre-printed terms and conditions on Customer's Purchase Order(s)
submitted to SirsiDynix are hereby rejected and shall be superseded by the current Master Agreement, unless such additional t erms are
statutorily required of the Customer.
This Purchase Details section may not include pre-existing obligations fo r ongoing Products not listed in the Quote.
This Quote is hereby Lilly 1ncorporatect into tne current Agreement executed bet• .. een SirsiDyn1x arid Customer, 1f any The above 1nfom1at1on Is
a tracte secret, proprietary and conf;dent1al and Is only for use by t he library naCJ1ect above and 1•01 to be released
CC'py ght 2019 51rs, Corporation •AI R,gnts Reserved (i SirsiDynix'
Page 2 of 10
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for H ialeah Public Libraries
Detailed Pricing
All prices are in U .S. dollars ($) and are exclusive of taxes unless otherwise noted.
SirsiDynix Symphony Saas Subscription
In cludes:
Application Services powered by SirsiDynix Symphony,
Cataloging and Authority Control,
Circulation and Offline Circulation ,
Inventory, Public Access, Reports ,
Z39.50 server.
BLUEcloud Analytics Platform Plus , Annual Subscription
Saas Enterprise Annual Subscription
Saas User Level -15 Staff seats
SirsiDynix eRC Connector for Bibliotheca cloudlibrary, Annual Subscription
SirsiDynix eRC Connector for Recorded Books OneClickDigital, Annual
Subscription
SirsiDynix eResource Central Gateway Services, Annual Subscription
SirsiDynix Symphony Saas SmartPORT , Un limited Users
SirsiDynix Symphony Saas Universal SIP2
SirsiDynix Services
Consulting:
BLUEcloud Analytics Q and A, Distance, Annual Subscription
BLUEcloud Analytics SureStart-1 , Distance
Enterprise SureStart-3
SirsiDynix Enterprise Theme Customization
Product Delivery:
SirsiDynix Enterprise Software Installation 1
Quote Number 99781
34,000
3,000
Included
Included
Included
1,400
Included
Included
Included
15,480
Included
Included
2 ,1 00
880
1,400
1 r,s QL,ote Is r~reby fully Incorporated irto tr-:: c went ,c..greelT'-"111 exe:uted bet1•,eer, S-s1Dynix a-id C11stor1er 1f ary The above 1nior11at1on 1s
a trade secret propr etary ard corfidc·11:c1I ar d J orly for use: by t c library named abo\ ard not to be released
C"rY ght 2C' 9 s,rs, '";orporat,cr -A P.1ghts Reser.ej @ SirsiDynix'
Page 3 of 10
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries
SirsiDyn ix eRC Additional Partner Setup
SirsiDynix eRC Gatew ay SeNices I nstallation
Symphony Oracle to Oracle Platform Migration (remote)
Project Management:
Project Management for a ll products in this Quote
Training:
BC825 SirsiDynix Enterprise End User, Self-Paced
BC830 SirsiDynix Enterprise: Day-to-day Administration, Private , Hands-on
Lab
BC862 SirsiDynix eResource Central , Private
BLUEcloud Analytics Package of courses , Self-Paced
Discount
Services Discount
Quote Total
1
1
1
1
Quote Number 99781
600
850
6 ,000
2 ,660
50
700
240
Included
(6,770}
(6,770)
47,110
rr1s Quo!e Is he'eby '.ii y II corpo·ated ir:·o tr e cur-::n' Ag ::;;men• execute:i bet•.1,:en S, s1Dr,.< arn Cus mer 1f ariy The abov.c, rnforriui 0111s
a trade sec re, oropr etary and cor.'•dent,al ar,d s 0'1 1 for use by tna lrbrary '1ar-1e<l above ar,d nu' ,0 be "eased
Copyright 2019 Sirs1 Corpornl1on -All Rights Re;el',ed (I Sirs iDynix'
Page 4 of 10
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for H iale a h Pu blic Libr a ries Quote N umber 99781
Component Descriptions
Each description below relates to a quantity of one for the component. There may be more than one in this Quote.
SirsiDynix Products
SirsiDynix Symphony's Core Package includes Cataloging , C irculation , and Public Access modules. Additional
functions include: utilization of an Oracle database, a 239.50 server, Authority Control, Backup C irc ulation , and
Reports.
Authority Control: Links authority-controlled bibliographic headings with corresponding authority records through an
ANSI-standard thesaurus.
SirsiDynix Symphony complies with Bath Profile release 1.0 and most of release 2 .0 Functional Area A. We comply
with Release 1.0 of Functional Area B. SirsiDynix Sympho ny compl ies with Z39.50 Level T hree (client and server),
provides broadcast searching as a standard, and complies with Bath Profile Level One.
BLUE cloud Analytics P latfo rm Plus, An nua l Subscription
Minimum requirements: Symphony 3.3.1 or Horizon 7.3.3.
The BLUEcloud Analytics Platform provides a web-based , cloud-hosted suite of data-mining and OLAP tools with
the following functionality:
• Unique view of data warehouse for analysis of your institution , co llections, and users
• Support s advanced a nd predictive analys is to establis h trends and patterns
• Presentations for effectively communicating to boards and administrators
• Drill anywhere capabilities, users can view summary-to-detai l-le vel data
• Robust security, flexible information dis tribution/collaboration, and easy self-service analysis
• Ability to print, download , and e-mail data and graphs in a variety of formats (Microsoft Excel® and PowerPoint®)
This Plus package provides 3 years of transaction data, 8 Reporter accounts, 2 Creator accounts and 10 Premium
Fe ature Credits. These Credits expire at the end of each subscription year. Storage of Custom Da ta is an optional
extra .
Saas User Level -1 5 Staff seats
Saas Enterprise Annual Subscription
SirsiDynix Enterprise is a state-of-the-art faceted search solut ion that empowers libraries to make the ir collections
more searchable and discoverable than ever before. Capitalizing on fuzzy search logic technology never before
ava ilable to libraries , SirsiDynix Enterpr ise delivers lead ing -edge faceted search capabilities , simplified search
interfaces, and much more.
Si rsiDynix eRC Connector for Bibliotheca cl oud Li brary, Annual Subscription
Provides access through SirsiDynix eResource Central Gateway Services to the approved content of one
Bibliotheca cloudLibrary main account.
It d oes not include any 3rd Party fees which may be required by the Partner to use the content being accessed.
SirsiDynix eRC Connector for Recorded Books OneClickDigita l, Annua l Subsc ri pt ion
Provides acces s through SirsiDynix eResource Central Gateway Services to the approved content of one Recorded
Books OneClickDigita l main account.
It does not include any 3rd Party fees w hich may be required by t he Pa rtner to use the content being accessed.
This Quct"' Is hereoy f., '/ ncorpora:ed ntJ tne current Agre:::me1t -:;.<-:;cuted betY,-:;i:f' S -s:~yrnx and Cus•or·cr 1' ari, The Elbo,e 1nfom1a · on 1s
a trade secret, propnetElry and conf ds:nt1al and Is only for use by tr,e Ibrar1 named above and riot to be retea,;ed
Cooy 1grt 2019 S1rs1 Corpora hon -fall R gnls Reser,ed (i SirsiDynix'
Page 5 of 0
DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries
Si rsiDy nix eResource Centra l G ateway Services, Annu a l Sub sc ripti on
Minimum requirements : SirsiDynix Symphony 3.4.1 or Horizon 7 .5.1 and above.
Quote Number 99781
eResource Central Gateway Services p rovides eBook i ntegration which allows libraries to provide seamless access
to all library resources via a sing le user interface.
Open L ib r ary and Project Gutenberg content is avai lab le and inc luded with this service.
SirsiD ynix Sym phon y Sa as Sma rtPORT , Unlimited Users
SirsiDynix Symphony SmartPORT Un limited User Li censes enable staff to locate a record in a Z39.50-complian t
database and to import the record to your own database. An unlimited number of SmartPORT Z39.50 copy
cataloging client user licenses is inc luded for t his price.
Sirs iD yni x S ymp ho ny Saa s Un ive rsa l SI P2
SirsiDynix Certified Solutions Providers offer SIP2-certified products to our customers. We certify that their products
are compliant. This interface price encompasses all SirsiDynix Certified SIP2 vendors.
SirsiDynix Services
Consulting
BLUEc l oud Analyti cs Q and A, Distance, Annual S ubscription
The BLUEcloud Analytics Q and A Subscription provides unl imited access to Consultant led Q and A sessions . Two
sessions per month are offered . Attendees are encouraged to bring their questions, projects and issues to the each
session. Consultants w il l address issues presented by customers.
BLUE clo ud Analytics SureStart-1, Di stance
SureStart is a layer of consulting support designed to smoothly transition sites in to using BLUEcloud Analytics.
Through one private, on line session a member of the Consulting Services team will "jump start" BLUEcloud
Analytics by creating two report templates for the site, providing instruction a nd answering staff questions. SureStart
addresses issues outside the scope of training by focusing on the site's individual needs.
Enterprise SureStart-3
SureStart is a layer of consulting support designed to smooth the transition to Enterprise by addressing
configuration issues like search limits, profiles, etc.
Si rsiDynix Enterp ri se Theme Customization
Working with a SirsiDynix Consultant, theme customization addresses changing the look and feel of the product like
colors , adding graphics, and using CSS to edit fonts and page layouts.
This custom work is guaranteed to work on th e version of Enterprise currently installed on the customer's system.
SirsiDynix cannot guarantee compatibility with future releases. Updating custom work to be compatible with a later
release will attract additiona l fees.
Product Delivery
SirsiDynix Ente rprise Software Insta ll ation
In cludes installation of Enterprise in SirsiDynix Saas facility , installation of Enterprise Agent on a Horizon or
SirsiDynix Symphony ILS and installation/configuration of the appropriate Java Development (JDK). In addition ; it
includes the installation of W eb Services for sites using SirsiDynix Symphony.
SirsiDyn ix eRC Addit io nal Partner Setup
In cludes configuration of one SirsiDynix eResource Central Partner.
Th· Quote 1s rereoy ii..t y incorporated nto the curren· Ag·ee:re•1t e.<': 'uted t :;I•,,een Sirs 9 1n .< and Custor1er 1' ary The aoc ,e 1 •fom,a'1on Is
a :rnae seer,; propretar1 and cor'ide ,la and 1s ort; for use by t €' i1brar; 1',m ed above a~d rot to t:e released
Copy1 ght 2019 S1rs1 Corporation -/.JI R gn•s Resef'led (i SirsiDynix'
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DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries Quote Number 99781
SirsiDynix eRC Gateway Services Installation
Includes installation and configuration of SirsiDynix eResource Central Gateway Services and one eRC connector.
Symphony Oracle to Oracle Platform Migration (remote)
Migration includes installation of Oracle and migration of existing ILS software, configuration and data as exists on
current system. Non embedded Oracle installations must meet SirsiDynix Oracle requirements.
Project Management
Project Management includes the services of a Project Manager. The Project Manager is your primary point of
contact during the implementation. You will work with your project manager to plan timeframes, schedule resources
from the professional services team, and coordinate with other departments at SirsiDynix to deliver products and
services outlined in this quote.
Depending on the type of implementation, the Project Manager will do the following:
-Act as your primary SirsiDynix contact during your implementation
-Identify customer needs and key tasks to be accomplished by both the customer and SirsiDynix to ensure
a successful implementation
-Organize meetings with you and appropriate SirsiDynix staff to kick off your implementation project
-Work with SirsiDynix global operations staff to develop, communicate, and manage the overall
implementation schedule
-Bring key SirsiDynix staff onto the project to ensure proper resources are available to meet critical
milestones of your schedule
-Report to you regularly via phone and email status reports to keep everyone apprised of project progress
-Monitor quality control checks at critical intervals in your project
-Assist with the transition from Implementation phase to Customer Support
Training
BC862 SirsiDynix eResource Central, Private
Eight seats in a Private distance instructor-led course for eResource Central.
BC830 SirsiDynix Enterprise: Day-to-day Administration, Private, Hands-on Lab
Eight seats in a private distance instructor-led course. Learn to manage the day-to-day tasks needed by Enterprise
Administrators.
BLUEcloud Analytics Package of courses, Self-Paced
BC825 SirsiDynix Enterprise End User, Self-Paced
One seat in the specified Self-paced training class.
This class will review the basic features available to users within Enterprise.
Content is English only.
This Quote is hereby fully incorporated into the current .A.greement executed between SirsiDynix and Customer, if any. The above infonnation is
a trade secret, propretary and confijential and is only for use by the library named above and not to be released
Copyright 2019 Sirsi Corporation -All Rights Reserved • SirsiDynbt
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DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries Quote Number 99781
Terms and Conditions
SirsiDynix Saas Services are based upon annual c irculation and Staff Users. You may use the Saas Services
for up to 125,000 annually circulated items and up to 15 Staff Users; an increase in e ith er circu la tion or Staff
U sers req uires additional licensing f ees .
SirsiDynix Pro fessio nal Services performed by way of rem ote network access requ ire ssh (U nix/Lin ux), Remote
Desktop (Windows) or un attended Logm e in Res cue (Wind ows) access for the duration of the project. The
library m ay lim it connectivity to the Si rsiDynix Corporate IP address or implement a Cisco A nyCo nnect VPN
tunnel. Other remote connectivity options may inc ur additional fees , onsite travel fees or void the abil ity of
SirsiDynix to perform the project. A f ul l description can be found in the Access Requ irement fo r Support Guide
on our customer support website.
Mai ntenance m ust be ordered for all c opies of the Software and for all elements of the Software wh ich are
used conjunctively by Customer. Customer's System sha ll re main within two (2) previously re leased software
versions of the most recent version of t he software at all ti mes or an additional maintenance su rcharge service
charge will be added to the maintenance renewal.
Customer shall not integrate products offered by t hird parties i nto Software, Subscriptions o r Subscription
Software without additional license from SirsiDynix.
SirsiDynix shall have the ri ght to aggregate and retain non-personally ident ifiable da ta.
Payment Terms
T he term of any quoted products is for no less than five (5) years and shall automatica lly renew for the length of the
Initial T erm. Subsequent years' Maintenance and Subscription fees are to be paid annually in advance. Following
the first year of System operation , Maintenance and Subscription fees will be subject t o annua l increases. Unless
otherwise specifically stated in writin g , products and/or services purchased at promotional prices or w ith pro motiona l
discounts do not qualify for such discounts or limitations on price increases for subsequent years .
Saas Migration
• 100% of Year 1 total due on date of i nitial live use of Saas Services
Paym ent/In voices w hil e Migratin g to the Cloud/Saas-Du ring the transition from a locally hosted system to a
Cloud/Saas services , annual Maintenance for the locally hosted system must be timely paid for the entire in vo iced
period to avoid interrupti on in receiving support and updates. Once your Cloud/Saas services "Go Live", SirsiDyn ix
w ill issue a pro rata cred it for the unused portion of the previously paid Maintenance to be used against fu ture
billings.
Any reference to license metrics and/or li censed amounts included in this quote sha ll be a ppli cable only to the
Products and/or services mentioned in this quote. T his document and any software or professional services
associated with this document are he reby fully incorpo rated into the cu rrent Agreement ex ecuted between
This Quote is r,ereby fully incorporaled into the current Agr,;;ement executed between SirsiDynix and Custorner, if any The above informahon 1s
a trade secret, propr.etary and confidential and is onty for use by the library named above and not to be released
Copyright 20 I 9 S1rsi Corporation • All Rights Reserved (i SirsiDynix'
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DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries Quote Number 99781
SirsiDynix and Customer. If there is no current agreement between the parties, the terms and conditions of the
current SirsiDynix Master Software License and Services Agreement shall be deemed the controlling Agreement
between the parties, a copy of which shall be furnished upon Customer's request. Any and all pre-printed terms
and conditions on Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall be
superseded by the current Agreement, unless such additional terms are statutorily required of the Customer. In the
event of a conflict, the terms, payment terms, discounts, product lists and/or statement of work contained within this
document shall take precedence over the current Agreement between the parties. In the event Customer desires or
requires updated terms and conditions for the continuing business relationship with SirsiDynix, please contact your
regional Sales Representative.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer, if any The above infom1ation is
a trade secret, proprietary and confidential and is only for use by the library named above and not to be released
Copyright 2019 Sirsi Corporation -All Rights Reser,,ed • SirsiDynbc°
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DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Quote for Hialeah Public Libraries
Signature(s)
Customer Signature:
City of Hialeah {:__ ____
Name: Carlos Hernandez
(Printed )
Job Title: Mayor
Billing Address:
Hialeah Public Libraries
190 West 49th Street
Hialeah
Florida 33012
United States
Quote Number 99781
SirsiDynix Signature:
By: ---,------,----------(Authorized Signature)
Name:~-----------------(Printed )
Job Title : ______________ _
Date: _______________ _
This Quote i s hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer, if any. The above information 1s
a trade secret. proprietary and confidential and Is only for use by the library named above and not to be released .
Copyright 2019 Sirsi Corporati on -All Rights Reserved 8 SirsiDynix·
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DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1CC4C662340
Aug-28-2019 | 18:07 MDT
Daniel Munro
Secretary/General Counsel