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SIRSI CORPORATION - SUPPORT & MAINT. INTEGRATED LIBRAY SYS.A CONTRACT AWARD SHEET INSTRCUTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTACINED HEREIN IS AVAILABLE IN THE PURCHASING SECTION OF OUR WEBPAGE AT: www.hialeahfl.gov CITY OF HIALEAH CONTRACT AWARD PURCHASING DEPARTMENT CITY OF HIALEAH CONTRACT: SYMPHONY SaaS ILS EXTENSION YEAR 4 OF 5 DESCRIPTION: SUPPORT AND MAINTENANCE OF THE SYMPHONY SAAS INTEGRATED LIBRARY SYSTEM (ILS) CONTRACT PERIOD: OCTOBER 1, 2022 THROUGH SEPTEMBER 30, 2023 SECTION #1 – VENDOR AWARD Name: SIRSI CORPORATION Name: Contact: DANIEL MUNRO Contact: Phone: 1-800-288-8020 Phone: Fax: Fax: E-mail: E-mail: Name: Name: Contact: Contact: Phone: Phone: Fax: Fax: E-mail: E-mail: SECTION #2 – AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES CITY COUNCIL APPROVED ON: 9/27/2022, ITEM I AMENDED AMOUNT: RESOLUTION NO: INSURANCE REQUIREMENTS: ANNUAL CONTRACT AMOUNT: $40,626.41 PERFORMANCE BOND: APPLICABLE ORDINANCES: Notes: SECTION #3 – REQUESTING DEPARTMENT CITY OF HIALEAH, DEPARTMENT OF LIBRARY Contract Administrator: GRISEL TORRALBAS Phone: 305-821-2700 SECTION #4 – PROCURING AGENCY CITY OF HIALEAH, DEPARTMENT OF LIBRARY Contract Administrator: GRISEL TORRALBAS Phone: 305-821-2700 Prepared by: Marilin Gutierrez \ ... 1# I ' \,...~·""·~ , ~··~------··--SUBJECT TO FINAL BUDGET APPROVAL SE P 2. 7 2022 SEP 2 0 20?2 COUNCIL AGENDA ITEM RE UE.~ I t'Vnn ' Date of Request: 9/15/2022 Requesting City Department: Library Requested Council Meeting Date: Action Requested from the City Council: Scope of service(s) or product(s): Vendor: Exp e nditure Am o unt: September 27, 2022 Issue a purchase order D Increase a purchase order D Award a bid D Reject a bid D Special Events Permit D Street Closure Support and maintenance of the Symphony Saas Integrated Library System (/LS}, including bibliographic and us er databas es, Circulation and Cataloging modules, Enterpris e on line catalog, eRes ourceCentral electronic content managem ent software, and Blu eCloud Analytics platform for the period of October l 't, 2022 through September 30th, 2023. Sirsi Corporation, vendor# 16987 $40,626.41 (as per year 4 of 5-year agree m ent) Signatures: ctor of Finance Management Esteban Bovo, Jr. Mayor Carl Zogby Council President Monica Perez Council Vice-President September 15, 2022 Mayor Esteban Bovo and City Council Members City of Hialeah 501 Palm A venue Hialeah, Florida 33010 City of Hialeah Council Members Bryan Calvo Vivian Casals-Munoz Jacqueline Garcia-Roves Luis Rodriguez Jesus Tundidor Re: Integrated Library System (ILS) annual subscription for FY 2022-2023, year four of five-year agreement. Dear Mayor and Council Members: The Charter of the City of Hialeah states that contracts in amounts greater than $15,000 shall be awarded on the basis of specifications and formal sealed bids. The Cmmcil may award a contract to the lowest responsible and responsive bidder; or it may reject all bids and re-advertise; or it may waive competitive bidding when it finds this to be in the best interest of the City. In 2019 the Library entered into a five-year agreement (Council approval-Item Z, August 13, 2019) for support and maintenance of its Integrated Library System (ILS), the Symphony Software as a Service (SaaS) IlS system, including bibliographic and user databases, Circulation and Cataloging modules, Enterprise online catalog, eResourceCentral electronic content management software, and BlueCloud Analytics platform, for the period beginning October 1st, 2019 and ending September 30th, 2024. The Library requests authorization to issue a Purchase Order to Sirsi Corporation for a total amount not to exceed$ 40,626.41 for year four of the attached five-year ILS subscription agreement covering support and maintenance of the Symphony SaaS IlS for the period of October 1st, 2022 through September 30th, 2023. Sirsi Corporation is an active corporation in good standing in the State of Florida. This request is funded in the Library's Contractual Services account 001.3110.571340 with an available balance of$ C\ o,·3'13.S'lafter this request. SUBJECT TO FINAL BUDGET APPROVAL orralbas, Libra1y Adminish·ator SAPPROVED Esteban Bovo, 50 I Palm Avenu e, Hi a leah , rlorida · 330 I 0-4 7 19 W\vw .hi a lcahfl.go\' 9/15/22, 12:45 PM Detail by Entity Name IJJ '!J:.;VJ !i uf C U l ~PU ?_J~'l'l CJ l 'f D DeQa rtme nt of State I D iv isio n of Co r12o ra ti ons I Searc h Records I S earc h b Y. En titY. Name I Detail by Entity Name Foreign Profit Corporation SIRS! CORPORATION Filing Information Document Number FEl/EIN Number Date Filed State Status PrinciRal Address 3300 N ASHTON BLVD SUITE 500 LEHI, UT 84043 Changed : 02/15/2012 Mailing Address 3300 N ASHTON BLVD SUITE 500 LEHI, UT 84043 Changed : 02/15/2012 F00000006579 63 -1233771 11/17/2000 DE ACTIVE Registered Agent Name & Address COGEN CY GLOBAL INC . 115 North Calhoun St. Suite 4 Tallahassee, FL 32301 Name Ch anged: 11/04/201 O Address Changed: 07/07/2015 Officer/Director Detail Name & Address Title PRES, Director DAVISON , BILL 3300 N ASHTON BLVD, SUTE 500 LEHI, UT 84043 DIVI S I ON OF COR PORA TI O NS htt ..... ,...11 .... ,...,,..., .. ,..h ,.., • ..-.hi ............ ,..,1 1 ..... ,.,,, .: ... ,r,-.. ............................ ; ......... c ................ h1c .................. ho ............. 1+n ...... 1-...... :10; ... ,..., ,;...,, ............... -c ...... 1-a •• 11.1 ................... p ....i ; ........... +;,..., ..... 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We anticipate you will find all to be in good order. This b eing the case, pl ease re spo nd t o Sa rah Goodman in o ne o f the foll ow i ng ways: 1. Se nd an e mail ac kn owl edging r ece ipt of thi s Renew al Qu ot e, OR 2. Print, sign, scan, and return the Renewal Quote below. Once we receive one of the above, you will then be provided with a formal invoice for payment. In the even t that we have not heard back from you beforehand, your formal Renewal Invoice will be generated and sent out approximately 30 days prior to yo ur renewal dat e, with p aym ent due o n or b efore your r enew al dat e. If you require a PO prior to receiving the invoice, please initiate the PO process now and email the PO to your billing specialist prior to your renewal date. If you have questions regarding your renewal that need s to be addressed prior to signing off on your Renewal Quote, please feel free t o coordinate those through your Billing Specialist. FOR USA CUSTOMERS PAYING BY CHECK: Please be aware that effective September 7, 2021 our payment address has changed. Ch ec ks sh o uld now be m ail ed t o t he address listed below. Please use t hi s address o nly when se nd ing payments vi a st andard mail. Sirsi Corporation #774271 PO Box 854271 Minneapolis, MN 55485-4271 Th ank y o u for the o ppo rtunity t o be of se rvi ce to yo u. Be st Rega rd s, Your SirsiDynix Billin g Team 0 SirsiDynix"' Renewal Quote: 31009220220614SG Hialeah Public Libraries Item Number Item Description 10755 SirsiDynix Symphony Saas Core 11217 SirsiDynix Symphony Saas SmartPORT, Unlimited Users 11467 Saas User Level -15 Staff seats 10777 SirsiDynix Symphony Saas Universal SIP2 13644 BLUEcloud Analytics Platform Plus, Annual Subscription 12855 SirsiDynix Enterprise, Saas Annual Subscription 12320 Web Services, Basic f or SirsiDynix Enlerprise 13040 SirsiDynix eResource Central Gateway Services, Annual Subscription 13133 SirsiDynix eRC Connector for RBdigital, Annual Subscription 13146 SirsiDynix eRC Connector for Bibliotheca cloudlibrary, Annual Subscription 13721 Consulting -BLUEcloud Analytics Q and A, Distance, Annual Subscriplion All pri ces are in U.S. Dollars and are exclusive of taxes unless otherwise noted. ........ Due to changes In sales tax laws, we are requestin g updated tax exemption certificates from all customers. Tax may be added to your invoice even though you are exempt if we do not receive the exemption Signature authorizes SirsiDynix to raise an invoice in accordance with this quote. Any questions regarding this quote can be directed to: Sarah Goodman Sarah.Goodman@SirsiDynix.com Serial Number Qty Coverage Effective Dales EOL Date From To Price 1/0cV22 30/S ep/23 1/0cV22 30/S ep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 1/0cV22 30/Sep/23 Total 40,626.41 Signature Date Please Print Na me and Title DocuSign Envelope ID: 22786731-33AE-4D35-8D 1E-B1 CC4C662340 File: 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) ls entered into between Sirsi Corporation dba SirslDynix ("SirslDynlx") and City of Hialeah, ("Customer"), with effect on the date of the last signature below ("Effective Date;. 1.2 Purpose. This Master Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Products by SirsiDynix to Customer. Additional terms for the purchase of a specific Product are set forth in the Quote(s). By signing below, the parties acknowledge receipt of and agree to be bound by the terms and conditions of this Master Agreement and the Quote(s) 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 1NOl1I, 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 shaD review and determine if appropriate wlhether 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 wlhere 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 indude from time-to-time Soflware, Subscriptions, Services, andlor 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, SirsiDynix 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 SirslDynix 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 SirslDynlx Software and Customer shall have no broader rights with respect to the Third Party Products than It has to the SirsiDynix Software. SlrsiDynix 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 induding 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 fallures or delays. SirslDynix will use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Customer acknowledges that the Subscription Services may be subject to limitations, delays, and other problems Inherent in the use of the Internet and electronic communications. SirsiDynix is not responsible for any delays, delivery failures. or other damage resulting from such problems. 2.3.2 Customer is solely responsible for obtaining and maintaining at its own expense, all equipment that may be needed to access Subscriptions, including without limitation, Internet connections. Customer understands that Subscription communications may traverse an unencrypted public Internet connection and that use of the Internet provides the opportunity for unauthorized third parties to illegally gain access to Customer Data. Accordingly, SirsiDynix does not guaranty the privacy, security or authenticity of any information transmitted over or stored in any system connected to the Internet. Customer shall not encrypt Subscription traffic except as may be available through the SirslDynix 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 forthe accuracy, quality, integrity and legality of Customer Data and of the means by which it acquired Customer Data. Cuslomer 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 wlhlch (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 Page 1 of7 @t SirsiDynix" DocuSign Envelope ID: 22786731-33AE-4D35-8D 1E-B1 CC4C662340 File: JFK Memorial Library 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: Q) 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, divulge or make available the Protected Materials to any user other than Customer's employees and independent contractors who have a need to such access and who shall be bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of this Master Agreement (except the Customer may grant access to public access catalogs to library users, other libraries, and third party entitles); 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 SlrslDynix'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, line, 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 SirslDynix 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, Qi) promptly notify SirsiDynix of any actual or suspected violation thereof and Qii) cooperate with SirsiDynix with respect to investigation and enforcement of the Master Agreement. 3. ANANCIAL 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 Y.% 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 GC#310092 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 receMng party can establish that such Information Q) 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; (iiQ is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; Qv) has been independently developed by one party without reference to any Confidential Information of the other; (v) Is Information aggregated by SirslDynlx 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 leglslatlon 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, ii will comply with any laws applicable to the disciosure 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 allo..wd 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 SlrslDynlx. 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 ("Claim1. SirsiDynix wm indemnify Customer against all damages and costs finally awarded which are attributable exclusively to such Claim, provided that Customer: Q) promptly gives v.ritten notice of the claim to SirsiDynix; (ii) gives SirslDynlx sole control of the defense and settlement of the Claim; (iii) provides SirsiDynix, at SirsiDynix's expense, with all available information and assistance relaUng 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 SlrsiDynix has no obligation to the extent any Claim results from: Q) Customer having modified the SirsiDynix Software or used a release other than the most current unaltered release of the SlrslDynix 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 Qii) the combination, operation or use of the SirslDynix 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 ii 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 Page3 of7 ft SirsiDynix" -.!L DocuSign Env elope ID : 227 86731 -33AE-4 D35-8D1 E-81 CC4C66 2340 Fae : JFK Memorial Library 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 Conlidentlal 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 conUnue 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 SlrsiDynix and reinstatement of the suspended Master Agreement. 9.4. Suspension. SirslDynix will be entitled lo suspend any or all performance upon 10 days written notice to Customer in the event Customer is in breach of the Master Agreement. Further, SirsiDynix may suspend Customer's use of and access to all or a portion of the Subscriptions If, and so long as, in SirslDynix's sole judgment, there is a security risk created by Customer that may interfere with the proper continued provision of selVices or the operation of SirsiDynix's network or systems . SirsiDynix may Impose an additional charge to reinstate service following such suspension not lo exceed $1,500. 10. GENERAL PROVISIONS 10.1 Force Majeure. The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, Including but not limited to power outages or failure of third party service providers . This provision does not relieve Customer of its obligation to make payments then owing. 10.2 Assignment. SirsiDynix may assign the Master Agreement and all of its rights and obligations herein without Customer's approval to its parent company or other affiliated company. to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity . Neither party may otherwise assign or transfer the Master Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the above. SirsiDynix may fulfill its obligations hereunder through its affiliated companies. 10.3 Cooperation. Customer agrees to provide cooperation, which means assistance, information, equipment, data, a suitable work environment, timely access , and resources reasonably necessary to enable SirslDynix to perform any and all installation, fmplementalion, 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 ho.....ever 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 al private expense and is furnished as follows: "U .S. GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227·19. Ali 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 indirecUy, in violation of United States law. 10.7 Non-solicitation. During the term of this Master Agreement and for a period of one year following its termination, ne ither 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.B 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 oflicense 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@sirsidvnix.com, or by email to Customer at any current Customer email address routinely used by SlrsiDynix, 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 v.filing 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 wa iver of the provisions of the Master Agreement or of a party's lights 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 lime. 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 lime, shall not be construed and shall not be deemed to be a waiver of such party's lights 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 lake subsequent action. 10.14 Entire Agreement The Master Agreement constitutes the parties' entire agreement relating to its subject matter. II 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 Page5of7 • SirsiDynix" DocuSign Envelope ID : 2 27 86731 -33AE -4D35-8D1E-B1 CC4 C662340 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 llcensors 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. SlrslDynlx's placement of a copyright notice on any portion of any Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of SirsiDynix. Confidential Information does not Include that the Customer uses SirsiDynix Products. "Content" means any information. data, text, software , music, sound , photographs, graphics, video messages or other material which Customer receives through a Subscription. "Customer Data" means any electronic data, Information or material provided or submitted by Customer Qncluding 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 SirsiDynlx Is otherwise given access to under the Master Agreement. Customer Data does not Include non-personally identifiable information aggregated by SirsiDynix . "Documentation" means the user instructions, release notes, manuals and on-line help files made available by SirsiDynix regarding the use of the applicable Product. "Effective Date" is defined in section 1.1. "Error" means a material failure of a Product to conform to Its functional speciflcations 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 dale on which the Products are substantially ready for operational use for normal daily business. "Hardware" means the physical hardware and equipment manufactured by third party providers and sold to Customers by SirsiDynix. "Intellectual Property" means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected , filed or recorded, Including without limitation inventions , technology, patents rights Qncluding patent applications and disclosures), copyrights, trade secrets , trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code , algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines , and logic, coherence and methods of operation of systems, training methodology and materials, which SirsiDynlx has created. acquired or otherwise has rights In, and may, in connection with the performance of obligations hereunder, create, employ, provide , modify, create, acquire or otherwise obtain rights in . "Internal Business Purposes" means Customer's internal use but does not include (1) sharing Confidential lnformaUon or Intellectual Property with third parties without SirsiDynix written consent or (2) Integration of third party GC#310Q92 products by any means into Software, Subscriptions or Subscription Software without additional SirsiDynlx 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 lime the Services are provided , which may be modified from time-to -time by SlrslDynix in its sole discretion. A current version of such Support Policies can be found under "SirslDynlx Support Policies" (Document ID 125773) at http://support.sirsldynix.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, conliguraUon, integraUon and deployment of the Software or Subsaiplions. training , project management and other consulting services. "Products" means Software, Subscriptions, Subscription Software, Services and Hardware. "Protected Materials" means Software and work product provided by SlrsiDynix under Services , Subscriptions , Subscription Software and SirsiDynix's or its licensors' Intellectual Property and Confidential Information. "Quote" is defined in Section 1.3. "Services" means those services provided or arranged by SirsiDynix including but not limited to specific SirsiDynix Products such as (i) Professional Services; and Qi) that part of Maintenance that is technical support. excluding the provision of Updates. "SlrsiDynix Software " means each SirsiDynix-developed and/or SirsiDynix-owned software product in machine-readable object code (not source code), the Documentation for such product and any Updates thereto. ''Software" means the SirsiDynix Software and Third Party Software. "Subscriptions" means the provision of access by SirsiDynix or its hosting providers to Software and/or Content from a server farm that is comprised of application, data and remote access servers. including associated offline components including but not limited to cloud services and web access to Content. "Subscription Software" means Subscriptions hosted by Customer. Customer does !lQ1 have a license in Subscription Software. "Tenn" is defined in section 9 .2. "Titles" means the number of unique records for an electronic, virtual, and/or physical item which may be used by a library patron , such as a bibliographic, MARC, visual material, selial or Dublin Core record, created on the Software or Subscription. Multiple items, representing either identical items or volumes in a set. may be included In a single Tiiie . 'Third Party Products" means software or content including documentation and updates if any, owned by an entity other than SirsiDynlx and provided by SlrslDynlx in connection with Products. "Updates" means the error corrections, releases , updates, modifications or enhancements subsequenUy developed that SirsiDynlx makes generally available to its customers as part of Maintenance on a when and if available basis . Updates exclude new products . modules. platform or functionality for which SlrsiDynix charges a separate fee . "Users" means Customer's employees or agents who have been issued user names and passwords by Customer to use the Products . Each such User shall be one person , and user names and passwords cannot be shared or used by more than one person. Customer Initial and Date:----------------Confidential Page7 of7 @t SirsiDynix" . .J., DocuSign Envelope ID: 22786731-33AE-4035-801 E-81 CC4C662340 Quale for Hialeah Public Libraries Quole Number 99781 Purchase Details All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted . "v ' , ~ • . I ' \1 ' -• ,..COMPONENT, · " ' ! Year 1 Estimated Estimated Estimated Estimated il · ". ·.1••• • ·.,' • ·,. ~ • '.-'!' .. ::; Year 2 Year 3 Year 4 Year 5 -·' ' T • > -.1•.r,!' ·: / ! J SirsiDynix Products 38,400 39, 130 39,873 40,631 41,403 SirsiDynix Services 15,480 Discount (6,770) su616iil : r.,._-.~, .... - ....;_ ·. ;.._ . I . . ' . ' . . :. ! ... : .... t ..... ~ -~· ... Initial Term: Five (5) Years Initial Term Annual Price Increase Cap for SirsiDynix Products/Services: 1 .9% until Term renewal Customer's usage is subject lo limitations that can be found in lhe Terms and Conditions section al the end of the Quote. SirsiDynix reserves the right lo adjust Initi al Tenn 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 terms are statutorily required of the Customer. This Purchase Details section may not include pre-existing obligations for ongoing Products not listed in the Quote. h•S Quote is 11.;r.:,by fully 1ncorpora1ei1 all.:i tne current .~gr::ement axecqt.;:,;f b;:iween Sir£10y:11~. ana Cuslonier, 11 any l Ile abo·.;e infom1a11 0111s <1 tract·~ secret. proprietary and conflti~"l1al and is only fc•r use by the library named CJbo .1e aflci not k> be rel·~ased @ SirsiDynix' Paga 2 oi 10 DocuSign Envelope ID: 22786731-33AE-4D35-8D1E-B1 CC4C662340 Quote for Hialeah Public Libraries Quote Number 99781 +·coMf>oN~t.ff ·-· '" · · · ·' ' " --·-" -.... -: · · 'i Qty Total Price 1,.1 • ' • , Year 1 j4\. ,• ' ··: .. -.. · -··. . -. . . . . ' ' ' . ' Sirsibynix eRC Additional Partner Setup SirsiDynix eRC Gateway Services Installation Symphony Oracle to Oracle Platform Migration (remote) Project Management for all products in this Quote 'Tr.ainingr BC825 SirsiDynix Enterprise End User, Self-Paced BC830 SirsiDynix Enterprise: Day-to-day Admi nistration, Private, Hands-on Lab BC862 SirsiDynix eResource Central, Private BLUEcloud Analytics Package of courses, Self-Paced D iscount Services Dis count O.u ote T ofal 1 600 1 850 1 6,000 1 2,660 1 50 1 700 1 240 1 Included {{).770) l (6,770) 47/'1 10 I rn1:; Que.it::: 1s t·:er:eo 1 'ully ni..:01 0 ::1~0 irttv tt:~ c!.Jrrenl A g ~~r.··-=r·t c;r.~Cl1!C(! b-2::(1,·,:~o S1 :"£-tD'./i"ll;<. a:t<! ~ us ,:.n1 -er, if <:ny Tr1c abov~ 1~fcnna!1 0f\ 1$ ~ lra~h~ se,;r::t poprtetcfry• end t;OI thJent zl and IS: .::r,1, ·: 1;~c ~y t11c hbraTy n~ 11~d abn\JC and nc·t to b1~ re ·=casctl Copyright 2G I~ Sirs1 '.::orporat "" ·A Rig i\S Re3;,,·.;ed (i SirsiDynix' Page 4 ol '0 DocuSign Envelope ID: 22786731-33AE-4D35-8D1 E-B1CC4C662340 Quote for Hialeah Public Libraries SirsiDynix eResource Central Gateway Services, Annual Subscription Minimum requirements: SirsiDynix Symphony 3.4.1 or Horizon 7.5.1 and above. Ouo1e Number 99781 eResource Central Gateway Services provides eBook integration which allows libraries to provide seamless access to all library resources via a single user interface. Open Library and Project Gutenberg content is available and included with this ·service. SirsiDynix Symphony Saas SmartPORT, Unlimited Users SirsiDynix Symphony SmartPORT Unlimited User Licenses enable staff to locate a record in a Z39.50-compliant database and to import the record to your own database. An unlimited number of SmartPORT Z39 .50 copy cataloging client user licenses is included for this price. SirslDynix Symphony Saas Universal SIP2 SirsiDynix Certified Solutions Providers offer SIP2-certified products to our customers. We certify that their products are compliant. This interface price encompasses all SirsiDynix Certified SIP2 vendors. . ' ' :·sirsiDynix Services \' ' ' ' I •' Consulting BLUEcloud Analytics Q and A, Distance, Annual Subscription The BLUEcloud Analytics Q and A Subscription provides unlimited access to Consultant led Q and A sessions. Two sessions per month are offered . Attendees are encouraged to bring their questions, projects and issues to the each session. Consultants will address issues presented by customers. BLUEcloud Analytics SureStart-1, Distance SureStart is a layer of consulting support designed to smoothly transition sites into using BLUEcloud Analytics . Through one private, online session a member of the Consulting Services team will "jump start" BLUEcloud Analytics by creating two report templates for the site, providing instruction and answering staff questions. SureStart addresses issues outside the scope of training by focusing on the site's individual needs. 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. SirsiDynix Enterprise Theme Customization Working with a SirsiDynix Consultant, theme customization addresses changing the look and feel of the product like colors, adding graphics, and using CSS to edit fonts and page layouts. This custom work is guaranteed to work on the version of Enterprise currently installed on the customer's system. SirsiDynix cannot guarantee compatibility with future releases. Updating custom work to be compatible with a later release will attract additional fees . Product Delivery SirsiDynix Enterprise Software Installation Includes installation of Enterprise in SirsiDynix Saa s facility , installation of Enterprise Agent on a Horizon or SirsiDynix Symphony ILS and installation/configuration of the approp riat e Java Development (JDK). In addition; it includes the installation of Web Services for sites using Sirsi Dynix Symphony. SirsiDynix eRC Additional Partner Setup Includes configuration of one SirsiDynix eResource Central Partner. h s Quote is :·,.:;rc;o~ fufiy incorporatsd u''J tns cur:.cn; ~grc:::nisnt e.\f:ct \ec! t"·i'!tv~sn S1rs1Dyn•:< aro Cu;;1on1er 1f any Th:: abc•;..: informat10111s a !r<1je s<:ci,,:t propr eta-t anti confid;nt1ai are! 1> c,n 't for l.!5 <: by t:'.a h~rari n;med at>o ce ar.cl not to bt> rel.::aserJ Gcpyright 20 18 Slrs1 Corporolion · P ;int:; '-.~s..:r,ed (i SirsiDynix' DocuSign Envelope ID: 22786731-33AE-4035-801 E-B1 CC4C662340 Quale for Hialeah Public Libraries Quote Number 99781 Terms and Conditions SirsiDynix Saas Services are based upon annual circulation 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 either circulation or Staff Users requires additional licensing fees. SirsiDynix Professional Services performed by way of remote network access require ssh (Unix/Linux), Remote Desktop (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 fees or void the ability of SirsiDynix to perform the project. A full description can be found 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 of the Software which are used conjunctively by Customer. Customer's System shall remain within two (2) previously released software versions of the most recent version of the software at all times or an additional maintenance surcharge service charge will be added to the maintenance renewal. Customer shall not integrate products offered by third parties into Software, Subscriptions or Subscription Software without additional license from SirsiDynix. SirsiDynix shall have the right to aggregate and retain non-personally identifiable data. The term of any quoted products is for no less than five (5) years and shall automatically renew for the length of the Initial Tenn. Subsequent years' Maintenance and Subscription fees are to be paid annually in advance. Following the first year of System operation, Maintenance and Subscription fees will be subject to annual increases. Unless otherwise specifically stated in writing, products and/or services purchased at promotional prices or with promotional discounts do not qualify for such discounts or limitations on price increases for subsequent years. Saas Migration • 100% of Year 1 total due on date of initial live use of Saas Services Payment/Invoices while Migrating to the Cloud/Saas-During 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 invoiced period to avoid interruption in receiving support and updates. Once you r Cloud/Saas services "Go Live", SirsiDynix will issL1e a pro rata credit for the unused portion of the previously paid Maintenance to be used against future billings . Any reference to license metrics and/or licensed amounts included in this quote shall be applicable only to the Products and/or services mentioned in this quote. This document and any software or professional services associated with this document are hereby fully incorporated into the current Agreement executed between Tr.l s Quote is hereby iully incorpmalerl into 111~ c:1;rren! ~g,e<:rnenl executed betweH1 S rsiDynix and Cus:orner. if any The above infcmia:ion is <.i trade secre:. proprietary and confldenttal and i3 ont:1 for use by the l~brary n amed above and not t0 be relea;;ad Copyright 2'.l 19 Sirsi Cmp·Jration · ,t.,11 Rights RaS-erved @ SirsiDynix' Paga s of 10 DocuSign Envelope ID: 22786731-33AE-4035-BD1E-B1 CC4C662340 Quote for Hialeah Public Libraries Signature(s) Customer Signature: City of Hi aleah Name :~~C_a_r~l_o_s~H~e_r_n~a_n_d_e_z~~~~~~ (Printed) Job Title: Mayor Billing Address: Hialeah Public Libraries 190 West 49th Street Hialeah Florida 33012 United States Quote Number 99781 SirsiDynix Signature: Name :~_D_a_ni_·e_l~M_u_n_r_o~~~~~~~~~~~ (Printed) Job Title : secretary/General counsel Oat~ Aug-28-2019 I 18:07 MDT Thi s Quote i s hereby fully inc orporated into th e current Ag reement exec uted between SirsiDynix and Customer, if any The above inform ation is a trade secre t. proori etary and co nfid ential and is only for use by the library nam ed above and not to be released Copyright 20 19 Sirsi Corpora tio n . A ll Ri ghts Reserved @ SirsiDynix' Page 10 of 10 001 General Fund Account 001.3110.571340 CONTRACTUAL SERVICES Percent so% Total for (2) Operating Expenses Total expenses 3110 (Fund 001) LB -S t a ff ,, " i' " ~. -- Total Expenses for Fund 001 Appropriated ,, 130,000.00 130,000.00 130,000.00 130,000.00 130,000.00 130,000.00 130,000,00 il30,000.00 Fiscal Year: 2022 Trial Balance - !Expended 1Enc11mbered Balance ILast [)ate 65 ,197 .05 10 ,464.77 54 ,338.18 9/20/2022 65,197.05 10,464.77 54,338.18 65,197.05 10,464.77 54,338.18 65,197.0$ ' 10,464.77 54,~38.18 Expenses Fund Totals 001 General Fund $130,000.00 $65,197.05 $10,464.77 $54,338.18 Revenue/Expenses Balance: $65,197.05 0 0 l Ge nera l Fund T ri a l Ba la n ce -!i'v n o J/1c'ot> Pri n l r-orl · 0 /'11 /'1 ()'1 '1