HomeMy WebLinkAboutPR 21118: INTEGRATED LIBRARY SYSTEM .,..
4 City of -.
tor ort rthu —
Texas
Port Arthur Public Library
www.PortArthurTx.gov
INTEROFFICE MEMORANDUM
Date: 10/16/2019
To: The Honorable Mayor and City Council
Through: Ron Burton, Interim City Manager
From: Steven Williams, Library Director
RE: PR 21118 Integrated Library System
Introduction:
The intent of this agenda item is to seek the City Council's approval for the City Manager to enter
into a one (1)year contract with four(4) optional renewal years with SirsiDynix of Lehi,Utah to
continue to stay with our current Integrated Library System(ILS)provider.
Background:
The Library received unfortunate information on July 31, 2019. The Houston Area Library
Automation Network(HALAN) will not be renewing our contract when it comes up for renewal on
February 7, 2020. We have been with HALAN for more than 30 years.
There are many important IT library services we receive from HALAN but the most vital is our ILS
provider, SirsiDynix. We have been with SirsiDynix for eight(8) years and staying with this ILS
provider will allow library operations to continue without disruptions. The Library's current ILS has
evolved over time and our patron/item records with it. Also,the Library is still reconciling our
inventory after Hurricane Harvey and changing our ILS would put the Library at square one. Finally,
HALAN has agreed to pay for our migration fees in the amount of$18,140.00 if we were to stay
with SirsiDynix. If we do not continue with SirsiDynix the City will be responsible for our
migration fee plus our new ILS annual membership fee.
Budget Impact:
Funds in the amount of$15,900.00 will be used from account 001-1403-551-59-00.
Recommendation:
It is recommended that City Council authorize the City Manager to enter into a contract for one (1)
year with four(4) optional renewal years with SirsiDynix of Lehi, Utah to stay with our current ILS.
"Remember,we are here to serve the Citizens of Port Arthur"
4615 9th Avenue X Port Arthur,Texas 77642 X 409.985.8838
P.R.No. 21118
10/16/2019 sw
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO A CONTRACT WITH SIRSIDYNIX OF LEHI, UTAH FOR THE
INTEGRATED LIBRARY SYSTEM (ILS) AT THE PORT ARTHUR
PUBLIC LIBRARY FOR $15,900.00; INTERGRATED LIBRARY SYSTEM
WILL BE FUNDED WITH ACCOUNT NO. 001-1403-551.59-00.
WHEREAS, the Port Arthur Public Library received unfortunate news on July 31, 2019
that the Houston Area Library Automated Network (HALAN) will not be renewing the City's
contract (please see "Exhibit A"). The Library has been a member of HALAN since 1988 and
this was unexpected; and,
WHEREAS, there are many important IT library services the library receives from
HALAN but the most vital is the Integrated Library System, SirsiDynix; and,
WHEREAS,the City has been with SirsiDynix for eight (8)years and staying with this
ILS provider will allow library operations to continue without disruptions; and,
WHEREAS, the Library is still reconciling its inventory after Hurricane Harvey and
changing our ILS provider would put the process at square one; and,
WHEREAS, HALAN has agreed to pay for our migration fees in the amount of
$18,140.00 if the City stays with SirsiDynix (please see "Exhibit B"); and,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT
ARTHUR:
THAT,the facts and opinions in the preamble are true and correct.
THAT,the City Council authorizes the City Manager to enter into a one (1) year contract
with four (4) optional renewal years with SirsiDynix of Lehi, Utah for the ILS at the Port Arthur
Public Library for$15,900.00, in substantially the same form as attached as Exhibit"C".
THAT, a copy of this caption be spread upon the Minutes of the City Council.
READ, ADOPTED, AND APPROVED this day of , AD, 2019, at a
Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES:
Mayor:
Councilmembers:
NOES:
Thurman Bill Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
ittfr 4 eiiiPe-3-F
Val Ti.-7,•, Ci • ttorney
APPROVED FOR ADMINISTRATION:
Ron Burton,Interim City Manager
Steven Williams,Director of Library
APPROVED AS TO AVAILABILITY OF FUNDS:
0 Cn_ .. A---P
Kandy Daniels
Interim Finance Director
Clifton illiams,Purchasing Manager
EXHIBIT "A"
DocuSign Envelope ID:Al7BFB5A-781C-46FE-A207-B65E69AF64DC
��tJU liie(4
- CITY OF HOUSTON Sylvester Turner
Library Department Mayor
?�rnrvr4 Rhea Brown Lawson, Ph.D.
Director
Library Department
500 McKinney
Houston,Texas 77002-2534
T.832-393-1300
F.832-393-1324
www.houstontx.gov
July 29, 2019
Steven Williams, Director of Port Arthur Public Library
4615 9th Avenue
Port Arthur, Texas 77640
Dear Director Williams,
After careful consideration of the current budgetary situation of both HPL and the HALAN consortium, we have
regretfully determined that we can no longer continue HALAN operations in a way that meets your needs and
expectations. Therefore, we are letting you know that we will begin the process of decommissioning HALAN
operations. The first step in this process is to serve formal notice of nonrenewal of your contract ending February
7, 2020.
Under Article VI.B.1., "Renewals," of the contract between Port Arthur Public Library and the City, the City is
notifying Port Arthur Public Library that the City will not renew the contract for the following year (February 2020),
and the current contract term will terminate on February 7, 2020.
Under the contract, Port Arthur Public Library must return any and all Houston Public Library equipment that it has
in its possession to the Houston Public Library within the two weeks of the effective date of termination of
February 7, 2020. See Section VII.C. of the contract. In addition, Port Arthur Public Library must pay any and all
outstanding debts to HALAN. See Section VIII.G(3) of the contract.
Under Section VII.C. of the contract, the City will (1) terminate access to HALAN on the effective date of
termination of February 7, 2020, (2) offload your database onto a mutually agreed upon storage media provided
by you to the City, and (3) return your equipment possessed by the City, if any, to you. At the end of HALAN's
fiscal year in 2020, HALAN will disperse any unexpended HALAN funds to current members based on the percent
of the HALAN budget represented in that fiscal year. See Section VIII.G(3) of the contract.
If you should have any questions, please contact Saima Kadir at 832-393-1698 or through email at
Saima.kadir a.houstontx.gov.
Sincerely,
p-DocuSigned by:
Matt, reloiln,SOIA,
`-623F761138F8D43E.
Rhea Brown Lawson, Ph.D.
Director of Houston Public Library
Council Members: Brenda Stardig Jerry Davis Ellen R.Cohen Dwight A.Boykins Dave Martin Steve Le Greg Travis Karla Cisneros
Robert Gallegos Mike Laster Martha Castex-Tatum Mike Knox David W.Robinson Michael Kubosh Amanda Edwards Jack Christie
Controller: Chris Brown
EXHIBIT "B"
Quote for Houston Area Library Automated Network Quote Number 102793
SirsiDynix Technology Center .*it/
3300 N.Ashton Boulevard. •
Suite 500
Lehi, UT 84043
Phone: 800-288-8020 SirsiDynix
QUOTE
Quote 102793 for:
Houston Area Library Automated Network
Port Arthur Migration Services
Quote valid until: December 31, 2019
Prepared by: Justin Swain.
Field Sales Rep
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer.if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
f SirsiDynix'
Page 1 of 10
•
Quote for Houston Area Library Automated Network Quote Number 102793
Purchase Details
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.
COMPONENT Year 1 Estimated Estimated
Year 2 Year 3
SirsiDynix Services 22,390 - -
Discount (4,250) - -
Subtotal 18,140 0 0
Initial Term: Three (3) Years
Customers usage is subject to limitations that can be found in the Terms and Conditions 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 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.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret, proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix.
Page 2 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
Detailed Pricing
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.
COMPONENT Qty Total Price
Year 1
SirsiDynix Services .22,390
Consulting:
BLUEcloud Analytics Q and A, Distance, Annual Subscription 1 Included
BLUEcloud Analytics SureStart-1, Distance 1 Included
Enterprise SureStart-3 1 2,100
Consulting Support for Library's Go-Live, Distance 1 500
SureStart-3 1 2,980
SirsiDynix Enterprise Theme Customization 1 880
Data Services:
Standard Data Migration Package from a SirsiDynix system 1 6,000
Product Delivery:
Enriched Content Code Installation 1 100
Enriched Content Element Installation 1 200
SirsiDynix Enterprise Software Installation 1 1,400
SirsiDynix eRC Gateway Services Installation 1 850
Project Management:
Project Management for all products in this Quote 1 7,380
(4,250
Services Discount
Quote Total
.. ... 18,140
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.Tne above information 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 Reserved
SirsiDynix`
Page 3 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
Component Descriptions
Each description below relates to a quantity of one for the component. There may be more than one in this Quote.
SirsiDynix Services
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.
Consulting Support for Library's Go-Live, Distance
The purpose of access to a Go Live Consultant is to have an expert available to answer questions from members of
the library staff, assist the System Administrator and make sure the staff is prepared to handle the day-to-day tasks
using the new software.
SureStart-3
SureStart is a layer of consulting support designed to smooth the transition to a new ILS platform. SureStart is
a resource for the entire staff, not just system administrators. SureStart addresses issues outside the scope of
education services training
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.
Data Services
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer, if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix`
Page 4 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
Standard Data Migration Package from a SirsiDynix system
To implement the proposed Symphony system for the Library, SirsiDynix has included a standard migration
package, which includes conversion and migration to Symphony of the following types of viable data from another
SirsiDynix system:
• Cataloguing: bibliographic and authority records; item data;
•Circulation: patron, and circulation transactions (current charges, unpaid bills, and active holds);
For current Licensor customers, the extraction of all viable data from the existing systems will be provided by
Licensor for no additional charge.
Included in the package:
• One instance only of each data type
•One test load and one production load only
Product Delivery
Enriched Content Code Installation
Enriched Content Element Installation
SirsiDynix Enterprise Software Installation
Includes installation of Enterprise in SirsiDynix SaaS facility, installation of Enterprise Agent on a Horizon or
SirsiDynix Symphony ILS and installation/configuration of the appropriate Java Development (JDK). In addition; it
includes the installation of Web Services for sites using SirsiDynix Symphony.
SirsiDynix eRC Gateway Services Installation
Includes installation and configuration of SirsiDynix eResource Central Gateway Services and one eRC connector.
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
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret.proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix'
Page 5 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
Terms and Conditions
Enriched Content is based upon annual circulation. You are licensed for up to 100,000 annually circulated
items; an increase requires additional licenses.
SirsiDynix may add and/or substitute equivalent products for any third party items in the event of product
unavailability, Software requirements and/or model number changes.
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.
Customer's data must be provided to SirsiDynix in a format approved by SirsiDynix or additional data
conversion/migration charges will apply. De-duping is the Customer's responsibility, unless stated otherwise in
writing.
Maintenance must be ordered for all copies of the Software and for all elements of the Software which are
used conjunctively by Customer. Customer's System shall remain within two (2) previously released software
versions of the most recent version of the software at all times or an additional maintenance surcharge service
charge will be added to the maintenance renewal.
Customer shall not integrate products offered by third parties into Software, Subscriptions or Subscription
Software without additional license from SirsiDynix.
SirsiDynix shall have the right to aggregate and retain non-personally identifiable data.
Payment Terms
The term of any quoted products is for no less than the Initial Term and shall automatically renew for the length
of the Initial Term. Subsequent years' Maintenance and Subscription fees are to be paid annually in advance.
Following the first year of System operation, Maintenance and Subscription fees will be subject to annual increases.
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 your Cloud/SaaS services"Go Live", SirsiDynix
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any. The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved ® •
rr/ S' 'DY
Page 6 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
will issue a pro rata credit for the unused portion of the previously paid Maintenance to be used against future
billings.
Third Party Products
• 100% due upon installation of third party products
Any reference to license metrics and/or licensed amounts included in this quote shall be applicable only to the
Products and/or services mentioned in this quote. This document and any software or professional services
associated with this document are hereby fully incorporated into the current Agreement executed between
SirsiDynix and Customer. If there is no current agreement between the parties, the terms and conditions of the
current SirsiDynix Master Software License and Services Agreement shall be deemed the controlling Agreement
between the parties, a copy of which shall be furnished upon Customer's request. Any and all pre-printed terms
and conditions on Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall be
superseded by the current Agreement, unless such additional terms are statutorily required of the Customer. In the
event of a conflict, the terms, payment terms, discounts, product lists and/or statement of work contained within this
document shall take precedence over the current Agreement between the parties. In the event Customer desires or
requires updated terms and conditions for the continuing business relationship with SirsiDynix, please contact your
regional Sales Representative.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix'
Page 7 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
Signature(s)
Customer Signature:
Houston Area Library Automated Network
By:
(Authorized Signature)
Name:
(Printed)
Job Title:
Date:
Billing Address:
Houston Area Library Automated Network
500 McKinney Ave
Houston
Texas 77002-2534
United States
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer, if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved SirsiDynix'
Page 8 of 10
Quote for Houston Area Library Automated Network Quote Number 102793
End User License Agreement: Syndetics
1) "Agreement"means this Syndetics Usage Agreement and the Quote attached hereto.
2) "Syndetics Data"means the Syndetics Display Elements and Syndetics Unbound Display Elements listed in the Quote.
3) "Services"means the Syndetics and Syndetics Unbound Services by which the Syndetics Data is delivered to Subscriber,including any
software contained therein.
4) "User Generated Content"means content uploaded by end users to the Services.
5) License.ProQuest hereby grants Subscriber a non-exclusive license to use Syndetics Data and the Services for the purposes described
in this Agreement for the Subscription Period noted on the Quote and any renewals thereto.
6) Use and Restrictions.While it is understood that the Syndetics Data will be publicly available on open electronic networks,Subscriber
will use the Syndetics Data only for the intended purpose of augmenting the Subscriber's own library online public access catalog or website.
Subscriber may not convert Syndetics Data into MARC format,nor distribute or display the Syndetics Data in any third party applications,
catalogs or websites.
7) Proprietary Rights.ProQuest,its licensors,or both own all right,title and interest,including,without limitation,the copyright.in and to
the Syndetics Data and the Services and all components thereof.The copyright and title to all property interests in or to the Syndetics Data
and the Services are and shall remain in ProQuest, its licensors,or both as owner and this Agreement shall not grant to Subscriber,or any
Subscriber affiliate or agent,or any Subscriber patron,employee or user,any right of ownership therein. Subscriber may not modify,remove,
delete,augment,add to,publish,transmit,participate in the transfer or sale of,create derivative works from,or in any way exploit any of the
Syndetics Data or the Services,in whole or in part. If no specific restrictions are displayed,Subscriber and users of the Services may make
copies of select portions of the Syndetics Data,provided that the copies are made only for personal use and any notices contained in the
Syndetics Data,such as all copyright notices,trademark legends,or other proprietary rights notices are maintained on such copies. Except
as otherwise permitted in this Agreement or as permitted by the doctrines of"fair use"or"fair dealing"as defined under the laws of the United
States or England,respectively,neither Subscriber nor users of the Services may upload,post,reproduce,or distribute in any way Syndetics
Data protected by copyright,or other proprietary right,without obtaining permission of the owner of the copyright or other propriety right.
8) Indemnification.Subject to the terms of Paragraphs 8 and 9 below,ProQuest shall defend,hold harmless and indemnify Subscriber from
any liability and expense(including,without limitation,reasonable attorney's fees)imposed upon Subscriber as a result of any and all claims
that the Syndetics Data or the Services or any part thereof infringes upon the intellectual property rights of any third party;provided that
Subscriber promptly notifies ProQuest of any such claim,and permits ProQuest to control the defense or resolution thereof,and Subscriber
fully cooperates with ProQuest in connection therewith.
9) Indemnification Limitations.ProQuest shall have no obligation to Subscriber under this Agreement if:
a. the actual or alleged infringement is based upon any modification or alteration of the Syndetics Data or Services that was not
designed,supplied or expressly approved by ProQuest and such infringement would not have arisen but for such modification or
alteration;or
b. the actual or alleged infringement is based upon the combination,operation or use of the Syndetics Data or Services with any
other software or database that is not supplied or expressly approved by ProQuest and such infringement would not have arisen but
for such combination,operation or use;or
c. the claim arises out of the use of any Cover Images provided as Syndetics Data;or
d. the actual or alleged claim is based on Subscriber's representation that the Syndetics Data or Services or any information
extracted therefrom conforms to any express or implied warranties of merchantability and fitness for a particular purpose,or to any
warranties of accuracy,adequacy or completeness;or
e. the actual or alleged claim arises out of the use of User Generated Content provided in the Services.
10) Disclaimer of Liability.
a. AS TO THE SYNDETICS DATA AND THE SERVICES,PROQUEST MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
AND EXPRESSLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
PROQUEST MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY,ADEQUACY,OR
COMPLETENESS OF THE SYNDETICS DATA OR THE SERVICES. IN NO EVENT SHALL PROQUEST BE LIABLE FOR ANY
INDIRECT,INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE
THE SYNDETICS DATA OR SERVICES.
b. COVER AND AUTHOR IMAGES,USER GENERATED CONTENT.ALL RIGHTS IN COVER AND AUTHOR IMAGES AND
USER GENERATED CONTENT ARE RESERVED BY THE ORIGINAL COPYRIGHT OWNERS.COVER AND AUTHOR IMAGES
AND USER GENERATED CONTENT ARE PROVIDED"AS IS,"AND WITH ALL FAULTS,WITHOUT WARRANTY OF ANY
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix"
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Quote for Houston Area Library Automated Network Quote Number 102793
KIND.WITHOUT LIMITING THE FOREGOING,AS TO COVER AND AUTHOR IMAGES,PROQUEST EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES,WHETHER EXPRESS,IMPLIED,OR STATUTORY,INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF TITLE, NONINTERFERENCE,NON-INFRINGEMENT,INFORMATIONAL CONTENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT SHALL PROQUEST BE LIABLE FOR ANY CLAIM ARISING
FROM USE OF COVER AND AUTHOR IMAGES AND/OR USER-GENERATED CONTENT INCLUDED IN THE SERVICES.
11) This Agreement shall be governed by the laws of the State of Michigan excluding its conflicts of laws principles.
12) Subscriber agrees that Subscriber is liable for the full amount of the subscription(s)specified in the Quote unless ProQuest is notified of
cancellation within thirty(30)days from the Start Date specified in the Quote. Pro-rated credits for pre-paid subscriptions may be applied to
subscription upgrades.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret.proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
0311 SirsiDynix
Page 10 of 10
Steven Williams
From: Kadir, Saima - HPL <Saima.Kadir@houstontx.gov>
Sent: Monday, September 16, 2019 11:36 AM
To: Victoria Klehn; Mark Durham; Martin Shupla; Mary Cohrs; Linda Dodson; John Melton;
Jenniffer Hudson Connors; Steven Williams
Subject: RE: HALAN Migration fee coverage
Greetings,
As mentioned at the last board meeting, HALAN will pay for Sirsi-to-Sirsi migration costs provided it has received
membership fees as approved by the board for FY20. Invoices are going out this week (incremental basis).
Victoria, if the amount is close to the estimate that I had received from Sirsi.
Saima
From: Victoria Klehn <vklehn@ned.lib.tx.us>
Sent: Monday, September 16, 2019 11:28 AM
To: Mark Durham <mdurham@ptn.lib.tx.us>; Kadir, Saima - HPL<Saima.Kadir@houstontx.gov>; Martin Shupla
<mshupla@pasadenatx.gov>; Mary Cohrs<mcohrs@bellairetx.gov>; Linda Dodson <Idodson@huntsvilletx.gov>; John
Melton <jmelton@Lancaster-tx.com>;Jenniffer Hudson Connors<jhconnors@paplibrary.org>; Steven Williams
<stwillia@paplibrary.org>
Subject: RE: HALAN Migration fee coverage
[Message Came from Outside the City of Houston Mail System]
Also, will HALAN pay the fee regardless of whether we move to a single instance, a shared instance, or to another
consortium/group as long as the ILS is SIRSI?
From: Mark Durham <mdurham@ptn.lib.tx.us>
Sent: Monday, September 16, 2019 11:26 AM
To: saima.kadir@houstontx.gov; Martin Shupla <mshupla@pasadenatx.gov>; Mary Cohrs<mcohrs(a@bellairetx.gov>;
Linda Dodson<Idodson(c@huntsvilletx.gov>;John Melton <jmelton@lancaster-tx.com>; Victoria Klehn
<vklehn@ned.lib.tx.us>;Jenniffer Hudson Connors<lhconnors@paplibrary.org>;Steven Williams
<stwillia@paplibrary.org>
Subject: RE: HALAN Migration fee coverage
Thanks, Saima. Can you email something confirming what was told the Board at the last meeting regarding
HALAN/HPL/COH's (whomever' s) offer to pay for migration, providing we move to another Sirsi system?
From: Kadir, Saima - HPL [mailto:Saima.Kadir@houstontx.gov]
Sent: Monday, September 16, 2019 11:20 AM
To: Mark Durham <mdurham@ptn.lib.tx.us>; Martin Shupla <mshupla@pasadenatx.gov>; Mary Cohrs
<mcohrs@bellairetx.gov>; Linda Dodson <Idodson@huntsvilletx.gov>;John Melton<jmelton@lancaster-tx.com>;
Victoria Klehn <vktehn@ned.lib.tx.us>;Jenniffer Hudson Connors<ihconnors@paplibrary.org>; Steven Williams
<stwillia@paplibrary.org>
Subject: RE: HALAN Migration fee coverage
1
Greetings,
No quotes have been received regarding Sirsi's migration costs; only a rough estimate that I shared at the August
meeting.
Saima
From: Mark Durham <mdurham@ptn.lib.tx.us>
Sent: Friday,September 13, 2019 12:16 PM
To: Kadir,Saima - HPL<Saima.Kadir@houstontx.gov>; Martin Shupla <mshupla@pasadenatx.gov>; Mary Cohrs
<mcohrs@bellairetx.gov>;ddube@huntsvilletx.gov; Linda Dodson<Idodson@huntsvilletx.gov>;John Melton
<imelton@lancaster-tx.com>;Victoria Klehn<vklehn@ned.lib.tx.us>;Jenniffer Hudson Connors
<ihconnors@paplibrarv.org>; Steven Williams<stwillia@paplibrary.org>
Subject: HALAN Migration fee coverage
[Message Came from Outside the City of Houston Mail System]
Saima,
As I am pulling together information and providing my finance and governing entities with information on our
upcoming plans, they will be needing quotes and information to authorize our costs and decisions. Would you provide
us with a copy of Sirsi's quote and agreement with HALAN for migration costs of member libraries' ILS records? Also,
we will need something in writing regarding HALAN/HPL's offer to pay those costs that was made to members at the
last Board meeting. The Board meeting's notes don't really provide any level of detail on that front and I double-
checked our notification letter and it doesn't mention the offer either.
Thanks,
Mark
Mark Durham, Library Director mdurham@ptn.lib.tx.us
Effie & Wilton Hebert Public Library http://www.ptn.lib.tx.us
2025 Merriman St. ph. 409-722-4554
Port Neches, TX 77651 fax 409-719-4296
2
Steven Williams
To: Kadir, Saima - HPL
Subject: Migration fee payment
From: Kadir,Saima - HPL<Saima.Kadir@houstontx.gov>
Sent:Thursday,October 17, 2019 10:32 AM
To: Mark Durham<mdurham@ptn.lib.tx.us>; Ricardo Peralez<Ricardo.Peralez@houstontx.gov>; Victoria Klehn
<vklehn@ned.lib.tx.us>;Steven Williams<stwillia@paplibrary.org>; Martin Shupla <mshupla@pasadenatx.gov>; Mary
Cohrs<mcohrs@bellairetx.gov>;John Melton<jmelton@lancaster-tx.com>; Dakota Dube<ddube@huntsvilletx.gov>;
Ashley Newsome<anewsome@huntsvilletx.gov>
Subject: RE: Migration fee payment
Mark et al,
I have approved ILS migration costs with Sirsi:
• Basic Sirsi-to-Sirsi migration
• Provide copy of data/records for non-Sirsi migration
• Bellaire and Pasadena's migrations have started per schedule
• Port Arthur, Nederland and Port Neches—need to schedule as soon as possible
• Lancaster and Huntsville—need to schedule data extract/copy as soon as possible.
I recommend that you contact either Justin Swain or Ray Biscaro to schedule your migration. Quotes will be signed and
submitted back to Sirsi as soon as received.
Saima
1
EXHIBIT "C"
File:Port Arthur Public Library GC#401343
MASTER AGREEMENT
BETWEEN
PORT ARTHUR PUBLIC LIBRARY
AND SIRSIDYNIX
1. PURPOSE AND SCOPE migration. 2.2.3 Customer shall use the Third Party Products solely in
1.1 Parties and Effective Date. This Master Agreement (the "Master conjunction with the SirsiDynix Software and Customer shall have no
Agreement) is entered into between Sirsi Corporation dba SirsiDynix broader rights with respect to the Third Party Products than it has to the
("SirsiDynix") and the customer identified in the signature block below SirsiDynix Software. SirsiDynix may add and/or substitute functionally
("Customer"),with effect on the date of the last signature below("Effective equivalent products for any third party items in the event of product
Date"). unavailability,end-of-life,or changes to software requirements.
1.2 Purpose. This Master Agreement establishes the general terms and 2.3.1 Subscriptions. For Subscriptions purchased by Customer, and
conditions to which the parties have agreed with respect to the provision of subject to the terms and conditions of this Master Agreement including
Products by SirsiDynix to Customer.Additional terms for the purchase of a without limitation the restrictions set forth in Sections 2.7 and 2.9 and timely
specific Product are set forth in the Quote(s). By signing below,the parties payment of the applicable fees, SirsiDynix grants to Customer the right to
acknowledge receipt of and agree to be bound by the terms and conditions access and use the Subscription identified in the Quote solely for Internal
of this Master Agreement and the Quote(s) for Products purchased by Business Purposes and to use the Documentation in connection with such
Customer.All pre-printed or standard terms of any Customer purchase order access and use for the Term.SirsiDynix shall use commercially reasonable
or other business processing document shall have no effect. efforts to make the Subscription Services available 24x7, except for
scheduled downtime events, or emergency downtime events, or Internet
1.3 Incorporation of Quotes."Quote"means the document(s), regardless service provider failures or delays. SirsiDynix will use commercially
of actual name,executed by the parties which is incorporated by reference reasonable efforts to perform scheduled downtime events outside of normal
into the terms of this Master Agreement, and describes order-specific business hours. Customer acknowledges that the Subscription Services
information, such as description of Product ordered, License Metrics,fees, may be subject to limitations,delays,and other problems inherent in the use
statements of work,exhibits and milestones.At any time after execution of of the Internet and electronic communications.SirsiDynix is not responsible
the Master Agreement and the initial Quote, Customer may purchase for any delays, delivery failures, or other damage resulting from such
additional Products or otherwise expand the scope of existing licenses or problems. 2.3.2 Customer is solely responsible for obtaining and
Subscriptions granted under a Quote, upon SirsiDynix receipt and maintaining at its own expense,all equipment that may be needed to access
acceptance of a new Quote specifying the foregoing. Subscriptions, including without limitation, Internet connections. Customer
1.4 Incorporation of EULAs. Customer's use of any Third Party Products understands that Subscription communications may traverse an
licensed hereunder or incorporated in the Products may be subject to, and unencrypted public Internet connection and that use of the Internet provides
Customer shall sign and comply with,any applicable EULAs. the opportunity for unauthorized third parties to illegally gain access to
1.5 Order of Precedence. To the extent any terms and conditions of this Customer Data. Accordingly, SirsiDynix does not guaranty the privacy,
Master Agreement conflict with the terms and conditions of a Quote, the security or authenticity of any information transmitted over or stored in any
terms and conditions of the Master Agreement shall control, except where system connected to the Internet.Customer shall not encrypt Subscription
the Quote expressly states the intent to supersede a specific portion of the traffic except as may be available through the SirsiDynix VPN solution.2.3.3
Master Agreement. To the extent any terms and conditions of this Master Customer is responsible for maintaining the confidentiality of all passwords
Agreement conflict with the terms and conditions of an EULA,the terms and and for ensuring that each password is used only by the authorized user.
conditions of the EULA shall control. Customer is responsible for all activities that occur under Customer's
account. Customer agrees to immediately notify SirsiDynix of any
2. PRODUCTS USE RIGHTS;TITLE unauthorized use of Customer's account or any other breach of security
2.1 Generally. Customer's purchase of Products under this Master known to Customer.SirsiDynix shall have no liability for any loss or damage
Agreement may include from time-to-time Software, Subscriptions, arising from Customer's failure to comply with these requirements. 2.3.4
Services, and/or Hardware. The following provisions under this Section 2 Customer shall be solely responsible for the accuracy,quality,integrity and
apply if relevant to the type of Product purchased pursuant to a Quote. legality of Customer Data and of the means by which it acquired Customer
2.2.1 Software License.Subject to the terms and conditions of this Master oData.Customer acknowledges and agrees that SirsiDynix does not monitor
Agreement including without limitation the restrictions set forth in Section transmitted police the content of communicationsrptis, andodata of Customer or its usersfb
e
2.7 and Section 2.9 and timely payment of the applicable fees, SirsiDynix responsiblethrough the Subscriptions, that SirsiDynix shall not transmissions.
hereby grants to Customer a limited, non-exclusive, and non-transferable for the contentgSubscriptionsf any such communications or authorizedand
license to(i)install, run and use the Software identified in the Quote in the Customer shall usete the with llapplicable elaws andn for and legal mer
Operating Environment solely for Internal Business Purposes, and (ii) use purposes, consistent all laws regulations.aCustomer
the Documentation in connection with such use of the Software. Customer agreesdefamatory,not to poste , upload pornographic,ahy abusive,content or data which is lithreatening; (b)
may not make copies of the Software except a reasonable number of containsit obscene,other contaminating
gore harassing t s;(c) ol (b)
machine-readable copies solely for internal backup or archival purposes.All the rights
viruses others,
s, uchas data which f destructive an features;intellectual( ) property
Intellectual Property rights notices must be reproduced and included on the rights i others,such data which infringes onany constitutesproperty
such copies. Customer shall maintain accurate and up-to-date records of rightspersonal or violates any right of privacy or publicity;uit (d) sensitive
the number and location of all copies of the Software and inform SirsiDynix information,
informationdr such as numbers;sociel security numbers, credit any
in writing of such upon request.2.2.2 Unless otherwise set forth in a Quote, applicablelaw.Customerors lfurtherhe agrees
eorto (e) feror otherwiseiviolates any
the Software shall not be simultaneously loaded and operated on more than necd theSubscriptions,not to interfere not e interfere h r disrupt networksr'su
one hardware platform, except temporarily during the process of platform connected to to with another customer's use
Customer Initial and Date: Confidential
Page 1 of 7 SirsiDynix
•
File:Port Arthur Public Library GC#401343
and enjoyment of similar services and to comply with all regulations,policies service requests are deemed excessive as a result of insufficient training,at
and procedures of networks connected to the Subscriptions.SirsiDynix may SirsiDynix's discretion.2.5.9 In the event Customer does not renew
remove any violating content posted or transmitted on or through the Maintenance and subsequently desires to reinstate Maintenance, a
Subscriptions, without notice to Customer. SirsiDynix may suspend or reinstatement fee shall be assessed equal to 120% of the aggregate
terminate any user's access to the Subscriptions upon notice in the event Maintenance fee that would have been payable during the period of lapse.
that SirsiDynix reasonably determines that such user has violated these 2.5.10 For Software licenses and Subscription Software,Customer is solely
terms and conditions. 2.3.5 The provision of third party Subscriptions is responsible for the installation of Updates and agrees to(i)meet the Update
subject to availability from third party providers and SirsiDynix shall have no standard set forth in the SirsiDynix Support Policies referenced in the
liability should such Subscription become unavailable for any reason or is definition of Maintenance and(ii)maintain the Operating Environment.With
no longer available under reasonable commercial terms. 2.3.6 In the event respect to Subscriptions,SirsiDynix is responsible for the implementation of
that Customer is locally hosting Subscription Software, SirsiDynix hereby Updates and shall no longer provide access to any previous release upon
grants to Customer, subject to the terms and conditions of this Master the date SirsiDynix migrates to a new Update for production use in
Agreement including without limitation the restrictions set forth in Section SirsiDynix's hosted environment.
2.7 and Section 2.9 and timely payment of the applicable fees, a limited, 2.6.1 Hardware and Hardware Maintenance. Title to the Hardware
non-exclusive, non-transferable grant of use to locally install and use the identified in the Quote, if any, shall pass to Customer on SirsiDynix's
Subscription Software solely for Customer's internal business purposes. placement of the Hardware with a common carrier or licensed trucker,which
The grant of use for Subscription Software is not a license and remains in shall constitute delivery to Customer. Thereafter Customer will be
effect only while Customer is timely paying its Subscription fees to responsible for risks of loss or damage,except for loss or damage caused
SirsiDynix. If Customer fails to timely pay Subscription fees,Customer must by SirsiDynix in the process of installation.2.6.2 SirsiDynix does not provide
immediately discontinue use of and certify to SirsiDynix the removal of support for Hardware unless Customer purchases any available
Subscription Software. maintenance associated with such Hardware.Such Hardware maintenance
2.4.1 Services. Services are described in the Quote. SirsiDynix shall be may be provided through a third party and is subject to that third party's
responsible for securing, managing, scheduling, coordinating and standard terms,conditions and warranties,if any.
supervising SirsiDynix personnel,including its subcontractors,in performing 2.7 License Metrics.Customer may not use the Products in excess
any Services.Any change to the scope of Services must be in writing signed of the License Metrics specified in the Quote.Additional License Metrics and
by both parties. Once executed by both parties, a change shall become a associated Maintenance must be purchased at the pricing in effect at the
part of the Quote.2.4.2 Customer acknowledges and agrees that SirsiDynix time the additional License Metrics are added in the event actual usage
performance is dependent upon the timely and effective satisfaction of exceeds the licensed quantity,prorated for the remainder of the then-current
Customer's responsibilities hereunder and timely decisions and approvals Term. The additional License Metrics purchased shall terminate on the
of Customer in connection with the Services. SirsiDynix shall be entitled to same date as the pre-existing Products. Prices are based on License
rely on all decisions and approvals of Customer. Customer's data must be Metrics purchased and not actual usage. The number of License Metrics
provided to SirsiDynix in a format reasonably approved by SirsiDynix or provided in the initial Quote is a minimum amount that Customer has
additional charges will apply. Customer shall be responsible for providing committed to for the Term and there shall be no fee adjustments or refunds
secured access to Customer's systems to SirsiDynix. SirsiDynix alone shall for any decreases in usage.
decide whether such access is sufficient for the performance of Services.
2.8 Reservation of Rights. All rights not expressly granted in the
2.5.Software Maintenance.2.5.1 Subject to Customer's timely payment of Master Agreement are reserved by SirsiDynix and its third party providers.
applicable fees, SirsiDynix will provide during the Term Maintenance Customer acknowledges that: (i)all Software is licensed and not sold and
services for the Software in accordance with the maintenance plan indicated all Subscriptions and Content are subscribed to and not sold; (ii)Customer
in the Quote, provided however that with respect to Third Party Products, acquires only the right to use the Protected Materials.SirsiDynix and its third
SirsiDynix's obligation to offer Maintenance is limited to using commercially party providers retain sole and exclusive ownership and all rights,title,and
reasonable efforts to obtain Maintenance from the third party owner of such interest in, including Intellectual Property embodied or associated with,the
Software. All licenses in Customer's possession must be supported under Protected Materials and all copies and derivative works thereof(whether
the same maintenance plan. 2.5.2 Updates are provided if and when developed by SirsiDynix,Customer or a third party); and (iii)the Protected
available, and SirsiDynix is under no obligation to develop any future Materials, including the source and object codes, logic and structure,
programs or functionality. 2.5.3 SirsiDynix is under no obligation to provide constitute valuable trade secrets of SirsiDynix and its third party providers.
Maintenance with respect to:(i)a Product that has been altered or modified Customer agrees to secure and protect the Products consistent with the
by anyone other than SirsiDynix or its licensors; (ii) a release for which maintenance of SirsiDynix's and its third party providers' rights in the
Maintenance has been discontinued; (iii) a Product used other than in Products,as set forth in this Master Agreement.
accordance with the Documentation or other than on the Operating
Environment;(iv)discrepancies that do not significantly impair or affect the 2.9 Restrictions. Unless specifically permitted or licensed by
operation of the Product; or(v) any systems or programs not supplied by SirsiDynix, Customer shall not itself, or through any affiliate, employee,
SirsiDynix. 2.5.4 For the avoidance of doubt, Updates provided under consultant, contractor, agent or other third party: (i) sell, resell, distribute,
Maintenance services are subsequent minor or maintenance releases to the host, lease, rent, license or sublicense, in whole or in part, the Protected
standard Products, excluding custom development or customizations Materials;(ii)decipher,decompile,disassemble,reverse assemble,modify,
whether such customizations are performed by SirsiDynix or by Customer translate, reverse engineer or otherwise attempt to derive source code,
or a third party. SirsiDynix reserves the right to charge Client for any algorithms,tags,specifications,architecture,structure or other elements of
reintegration work required to make customizations compatible with future the Protected Materials, including the license keys, in whole or in part, for
releases.2.5.5 If ordered,Maintenance must be ordered for all Software and competitive purposes or otherwise; (iii)allow access to,provide,divulge or
all associated License Metrics licensed by Customer. Customer may not make available the Protected Materials to any user other than Customer's
purchase or renew Maintenance for a subset of its licenses only. 2.5.6 If an employees and independent contractors who have a need to such access
Error was corrected or is not present in a more current release of the and who shall be bound by a nondisclosure agreement with provisions that
Product, SirsiDynix shall have no obligation to correct such Errors in prior are at least as restrictive as the terms of this Master Agreement(except the
releases of the Software. 2.5.7 Fees for Maintenance Services do not Customer may grant access to public access catalogs to library users,other
include implementation,training and other Professional Services.2.5.8 It is libraries, and third party entities); (iv)write or develop any derivative works
Customer's responsibility to ensure that all appropriate users receive initial based upon the Protected Materials; (v) modify, adapt, translate or
training services sufficient to enable Customer to effectively use the otherwise make any changes to the Protected Materials or any part thereof;
Software. Failure to do so could result in additional Maintenance fees if (vi) use the Protected Materials to provide processing services to third
Customer Initial and Date: Confidential
Page 2 of 7
SirsiDynix
File:Port Arthur Public Library GC#401343
parties,or otherwise use the same on a'service bureau'basis;(vii)disclose law provided the receiving party has promptly notified the disclosing party of
or publish, without SirsiDynix's prior written consent, performance or such requirement and allowed the disclosing party a reasonable time to
capacity statistics or the results of any benchmark test performed on the oppose such requirement.The parties acknowledge that Customer may be
Protected Materials; or(viii)otherwise use or copy the Protected Materials subject to freedom of information legislation and further acknowledges that
except as expressly permitted herein. such legislation may take precedence over the confidentiality provisions of
2.10 Customer Data. SirsiDynix disclaims ownership of any and all this section as they apply to Customer.
Customer Data,all bibliographic,authority,item,fine,patron,and other data 5. PRIVACY
loaded to, created and/or entered into Customer's database or supplied to Customer represents and warrants that before providing personally
SirsiDynix by Customer. Notwithstanding Customer's ownership of identifiable information to SirsiDynix or its agents,it will comply with any laws
Customer Data,at the end of the Term SirsiDynix shall only be obligated to applicable to the disclosure of personally identifiable information, including
provide to Customer extractable Customer Data at no additional charge in a providing notices to or obtaining permission from third parties to allow
supported MARC and/or ASCII delimited format. SirsiDynix shall have the sharing of their personally identifiable information with SirsiDynix under the
right to aggregate and retain non-personally identifiable data. Master Agreement.Customer will indemnify SirsiDynix for any breach of this
2.11 License Grant by Customer.Customer grants to SirsiDynix a non- representation and warranty. No personally identifiable information will be
exclusive, royalty-free license,to use equipment,software, Customer Data disseminated by SirsiDynix to any third parties,except as consented to by
or other material of Customer solely for the purpose of performing Customer or required by law.
SirsiDynix's obligations under the Master Agreement. 6. INDEMNIFICATION
2.12 Enforcement. Customer shall (i) ensure that all users of the
Products comply with the terms and conditions of the Master Agreement,(ii) 6.1.1 By SirsiDynix. SirsiDynix will defend or settle, at its option and
promptly notify SirsiDynix of any actual or suspected violation thereof and expense, any action,suit or proceeding brought against Customer that the
(iii)cooperate with SirsiDynix with respect to investigation and enforcement SirsiDynix Software(excluding Content and Third Party Products)infringe a
of the Master Agreement. third party's USA patent, registered copyright, or registered trademark
("Claim").SirsiDynix will indemnify Customer against all damages and costs
3. FINANCIAL TERMS finally awarded which are attributable exclusively to such Claim, provided
3.1.1 Fees and Payment Terms. The Customer shall pay the amounts that Customer:(i)promptly gives written notice of the claim to SirsiDynix;(ii)
set forth in the Quote.Subject to the provisions of the Quote,SirsiDynix may gives SirsiDynix sole control of the defense and settlement of the Claim;(iii)
annually increase the fees of Subscription, Subscription Software and/or provides SirsiDynix, at SirsiDynix's expense, with all available information
Maintenance upon 30 days written notice in advance.Invoices become past and assistance relating to the Claim and cooperates with SirsiDynix and its
due 30 days after the invoice date. Interest accrues on past due balances at counsel; (iv) does not compromise or settle such Claim; and (v) is not in
the higher of 11/2%per month or the highest rate allowed by law.If Customer material breach of any agreement with SirsiDynix. 6.1.2 SirsiDynix has no
fails to make payments of any amount due under the Master Agreement, obligation to the extent any Claim results from:(i)Customer having modified
SirsiDynix will be entitled to suspend its performance upon ten (10) days the SirsiDynix Software or used a release other than the most current
written notice to Customer. 3.1.2 Unless expressly provided otherwise, unaltered release of the SirsiDynix Software, if such an infringement would
amounts paid or payable for Software,Subscriptions,Subscription Software have been avoided by the use of such current unaltered release, (ii)Third
and Hardware are not contingent upon the performance of any Services. Party Products and/or Content,or(iii)the combination, operation or use of
3.2 Taxes. Customer agrees to pay any sales tax arising out of the the SirsiDynix Software with software or data not provided by SirsiDynix.
Master Agreement, other than those based on SirsiDynix's net income. If 6.1.3 If it is adjudicated that the use of the SirsiDynix Software in accordance
Customer is tax-exempt, Customer agrees to send SirsiDynix a copy of its with the Master Agreement infringes any USA patent, registered copyright,
tax-exempt certificate upon execution of the Master Agreement. Customer or registered trademark, SirsiDynix shall, at its option: (i) procure for
agrees to indemnify SirsiDynix from any liability or expense incurred by Customer the right to continue using the infringing SirsiDynix Software; (ii)
SirsiDynix as a result of Customer's failure or delay in paying such sales tax replace or modify the same so it becomes non-infringing; or(iii)Customer
due. will be entitled to an equitable adjustment in the fees paid for the affected
SirsiDynix Software. THIS SECTION STATES SIRSIDYNIX'S ENTIRE
3.3 No Contingencies.Customer agrees that its purchases hereunder are OBLIGATION TO CUSTOMER AND CUSTOMER'S SOLE REMEDY FOR
neither contingent on the delivery of any future functionality or features nor ANY CLAIM OF INFRINGEMENT.
dependent on any oral or written comments made by SirsiDynix regarding 6.2 By Customer.To the extent allowed by law,Customer shall defend
future functionality or features.
4. CONFIDENTIALITY 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
4.1 Non-Disclosure. Each party will protect the other party's claim that Customer Data infringes on the intellectual property rights of a
Confidential Information from unauthorized dissemination and use the same third party;(ii)any claim by a Customer user or(iii)any claim that Customer
degree of care that each such party uses to protect its own confidential or a Customer's user is using the Product in a manner that violates the
information,but in no event less than a reasonable amount of care.Neither provisions of the Master Agreement. Customer's obligations under this
party will use Confidential Information of the other party for purposes other section are contingent upon:(a)SirsiDynix providing Customer with prompt
than those necessary to directly further the purposes of the Master written notice of such claim;(b)SirsiDynix providing reasonable cooperation
Agreement. Neither party will disclose to third parties Confidential to Customer,at Customer's expense,in the defense and settlement of such
Information without prior written consent of the other party. claim;and(c)Customer having sole authority to defend or settle such claim.
4.2 Exceptions. Information shall not be considered Confidential 7. WARRANTIES; REMEDIES; DISCLAIMERS
Information to the extent,but only to the extent,that the receiving party can 7.1 SirsiDynix Software. SirsiDynix warrants that, for a period of 90 days
establish that such information (i) is or becomes generally known or from the Go Live Date, the SirsiDynix Software, as updated by SirsiDynix
available to the public through no fault of the receiving party; (ii)was in the and used in accordance with the Documentation and in the Operating
receiving party's possession before receipt from the disclosing party; (iii)is Environment, will operate in all material respects in conformity with the
lawfully obtained from a third party who has the right to make such Documentation.
disclosure on a non-confidential basis; (iv) has been independently
developed by one party without reference to any Confidential Information of If SirsiDynix Software does not perform as warranted, SirsiDynix shall use
the other;(v)is information aggregated by SirsiDynix that no longer contains commercially reasonable efforts to correct Errors.As Customer's exclusive
any personally identifiable information;or(vi)is required to be disclosed by remedy for any claim under this warranty, Customer shall promptly notify
Customer Initial and Date: Confidential
Page 3 of 7 ti) SirsiDynix'
•
File:Port Arthur Public Library GC#401343
SirsiDynix in writing of its claim. Provided that such claim is reasonably 8. EXCLUSION AND LIMITATION OF LIABILITY
determined by SirsiDynix to be SirsiDynix's responsibility,SirsiDynix shall, 8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S
within ninety(90)days of its receipt of Customer's written notice;(i)correct TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER
such Error; (ii) provide Customer with a plan reasonably acceptable to THE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY
Customer for correcting the Error; or (iii) if neither (i) nor (ii) can be CUSTOMER OR ANY THIRD PARTIES UNDER THE MASTER
accomplished with reasonable commercial efforts from SirsiDynix, then AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 6
SirsiDynix or Customer may terminate the affected SirsiDynix Software (Indemnification),WILL BE LIMITED TO THE FEES PAID BY CUSTOMER
license and Customer will be entitled to an equitable adjustment in the fees DURING THE PREVIOUS 12 MONTHS FOR THE PRODUCT WHICH IS
paid for the affected SirsiDynix Software at SirsiDynix's discretion. The THE SUBJECT MATTER OF THE CLAIM.
preceding warranty cure shall constitute SirsiDynix's entire liability and
8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER FOR
Customer's exclusive remedy for cure of the warranty set forth herein. ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE,
7.2 SirsiDynix Subscriptions. SirsiDynix warrants that Subscriptions, as TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
used in accordance with the Documentation, will operate in all material LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME,
respects in conformity with the Documentation. GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE),
7.3 Exclusions.SirsiDynix is not responsible for any claimed breach of any WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
warranty caused by: (i) modifications made to the SirsiDynix Software by WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
anyone other than SirsiDynix; (ii)the combination, operation or use of the OR OTHERWISE,WHETHER OR NOT SIRSIDYNIX HAS PREVIOUSLY
SirsiDynix Software with any items that are not part of the Operating BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Environment; (iii)Customer's failure to use any new or corrected releases 8.3 NO CLAIM ARISING OUT OF THE MASTER AGREEMENT,
of the SirsiDynix Software made available by SirsiDynix; (iv) SirsiDynix's REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE
adherence to Customer's specifications or instructions; or (v) Customer THAN TWO YEARS AFTER THE CAUSE OF ACTION ARISES.
deviating from the operating procedures described in the Documentation. 9. TERM AND TERMINATION
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 9.1 Term of Master Agreement. Subject to Section 10.12 below, the
Master Agreement and the applicable EULA,Customer will have the right to term of this Master Agreement shall commence on the Effective Date and
use such Product in accordance with the terms and conditions of the terms shall continue in full force and effect until the expiration or termination of all
of this Master Agreement and the applicable EULA. SIRSIDYNIX MAKES Quotes,unless otherwise terminated earlier as provided hereunder.
NO OTHER WARRANTY WITH RESPECT TO ANY THIRD PARTY 9.2 Product and Services Term.The respective initial term of Software
PRODUCTS.CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH Maintenance, Hardware Maintenance, Subscriptions, and Subscription
THIRD PARTY PRODUCTS SHALL BE PURSUANT TO THE ORIGINAL Software as applicable,is specified in the Quote("Initial Term").The Initial
LICENSOR'S WARRANTY, IF ANY, TO SIRSIDYNIX, TO THE EXTENT Term and any renewal term shall automatically renew for the same length
PERMITTED BY THE ORIGINAL LICENSOR.THIRD PARTY PRODUCTS as the Initial Term unless either party gives written notice 60 days prior to
ARE MADE AVAILABLE BY SIRSIDYNIX ON AN"AS IS,AS AVAILABLE" the end of any previous Term of its intention to terminate the Subscription
BASIS. or Maintenance service.The Initial Term and renewal terms are referred to
7.5 Hardware. SirsiDynix warrants that it is an authorized distributor of the as the"Term".
Hardware. Hardware warranties shall be govemed by the manufacturer's 9.3.1 Termination. Either party may terminate the Master Agreement
warranty. SIRSIDYNIX MAKES NO WARRANTIES OF ANY KIND WITH immediately upon written notice if the other party commits a non-remediable
RESPECT TO HARDWARE OR HARDWARE MAINTENANCE. material breach of the Master Agreement, or if the other party fails to cure
CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH HARDWARE any remediable material breach or provide a written plan of cure acceptable
OR HARDWARE MAINTENANCE SHALL BE PURSUANT TO THE to the non-breaching party within 30 days of being notified in writing of such
MANUFACTURER'S WARRANTY, IF ANY. breach.Where the non-breaching party has a right to terminate the Master
7.6 Disclaimers. THE WARRANTIES SET FORTH IN THIS MASTER Agreement, the non-breaching party may at its discretion terminate the
AGREEMENT ARE IN LIEU OF,AND SIRSIDYNIX, ITS LICENSORS AND Master Agreement or the applicable Quote.Quotes that are not terminated
SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT shall continue in full force and effect under the terms of this Master
PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR Agreement 9.3.2 Following termination of the Master Agreement,Customer
IMPLIED, ORAL OR WRITTEN, INCLUDING,WITHOUT LIMITATION, (i) agrees to certify that it has returned or destroyed all copies of the applicable
ANY WARRANTY THAT ANY PRODUCT IS ERROR-FREE OR WILL Product and Confidential Information and acknowledges that its rights to use
OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE the same are relinquished.
CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF 9.4. Suspension. SirsiDynix will be entitled to suspend any or all
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND performance upon 10 days written notice to Customer in the event Customer
NON-INFRINGEMENT,(iii)ANY WARRANTY THAT CONTENT OR THIRD is in breach of the Master Agreement. Further, SirsiDynix may suspend
PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND ERROR- Customer's use of and access to all or a portion of the Subscriptions if,and
FREE AND (iv)ANY AND ALL IMPLIED WARRANTIES ARISING FROM so long as,in SirsiDynix's sole judgment,there is a security risk created by
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR Customer that may interfere with the proper continued provision of services
USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION or the operation of SirsiDynix's network or systems.SirsiDynix may impose
GIVEN BY SIRSIDYNIX, ITS AFFILIATES, CONTRACTORS OR an additional charge to reinstate service following such suspension.
EMPLOYEES SHALL CREATE 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
GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY
INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM
CONNECTED TO THE INTERNET.
Customer Initial and Date: Confidential
SirsiDynix-
Page
4 of 7
•
File:Port Arthur Public Library GC#401343
10. GENERAL PROVISIONS to SirsiDynix at legal(@sirsidvnix.com,or by email to Customer at any current
10.1 Force Majeure.The parties will exercise every reasonable effort to Customer email address routinely used by SirsiDynix,or by registered mail,
meet their respective obligations hereunder but shall not be liable for delays return receipt requested,to the address of the parties set forth in the Master
resulting from force majeure or other causes beyond their reasonable Agreement or to such other address of the parties designated in writing in
control, including but not limited to power outages or failure of third party accordance with this subsection.
service providers.This provision does not relieve Customer of its obligation 10.10 Relationship. The Master Agreement is not intended to create a
to make payments then owing. partnership,franchise,joint venture, agency, or a fiduciary or employment
10.2 Assignment SirsiDynix may assign the Master Agreement and all relationship.Neither party may bind the other party or act in a manner which
of its rights and obligations herein without Customer's approval to its parent expresses or implies a relationship other than that of independent
company or other affiliated company,to a successor by operation of law,or contractor.
by reason of the sale or transfer of all or substantially all of its stock or assets 10.11 Invalidity. If any provision of the Master Agreement shall be held to
to another entity.Neither party may otherwise assign or transfer the Master be invalid,illegal or unenforceable,the validity,legality and enforceability of
Agreement without the prior written consent of the other party,which shall the remaining provisions shall not in any way be affected or impaired.
not be unreasonably withheld. Notwithstanding the above, SirsiDynix may 10.12 Survival. The following provisions will survive any termination or
fulfill its obligations hereunder through its affiliated companies. expiration of the Master Agreement:sections 1, 2.7,2.8,2.10,2.12,3,4,5,
10.3 Cooperation. Customer agrees to provide cooperation, which 6,7,8,9,and 10.
means assistance, information, equipment, data, a suitable work 10.13 No Waiver.Any waiver of the provisions of the Master Agreement
environment,timely access,and resources reasonably necessary to enable or of a party's rights or remedies under the Master Agreement must be in
SirsiDynix to perform any and all installation,implementation, and services writing to be effective. Any such waiver shall constitute a waiver only with
required to fulfill its obligations hereunder including but not limited to respect to the specific matter described in such writing and shall in no way
ensuring SirsiDynix has remote access. Failure to grant such cooperation impair the rights of the party granting such waiver in any other respect or at
shall allow SirsiDynix to deem the Product purchased by Customer to be any other time.The waiver by either of the parties hereto of a breach or of a
fully accepted and delivered. In the event any delay in implementing default under any of the provisions of the Master Agreement shall not be
Products is caused by Customer resulting in SirsiDynix incurring additional construed as a waiver of any other breach or default of a similar nature,or
expenses, the Customer shall pay to SirsiDynix the amount of such as a waiver of any of such provisions, rights or privileges hereunder. The
additional expenses. rights and remedies herein provided are cumulative and none is exclusive
10.4 Delegation.SirsiDynix may subcontract or delegate any work under of any other,or of any rights or remedies that any party may otherwise have
any Quote to any third party without Customer's prior written consent, at law or in equity. Failure, neglect, or delay by a party to enforce the
provided however that SirsiDynix shall remain responsible for the provisions of the Master Agreement or its rights or remedies at any time,
performance of any such subcontractors. shall not be construed and shall not be deemed to be a waiver of such
10.5 Notice of U.S. Government Restricted Rights. If the Customer party's rights under the Master Agreement and shall not in any way affect
hereunder is the U.S.Government,or if the Software is acquired hereunder the validity of the whole or any part of the Master Agreement or prejudice
on behalf of the US Government with U.S. Government federal funding, such party's right to take subsequent action.
notice is hereby given that the Software is commercial computer software 10.14 Entire Agreement.The Master Agreement constitutes the parties'
and documentation developed exclusively at private expense and is entire agreement relating to its subject matter.It cancels and supersedes all
furnished as follows: "U.S. GOVERNMENT RESTRICTED RIGHTS. prior or contemporaneous oral or written communications, requests for
Software delivered subject to the FAR 52.227-19.All use, duplication and proposals, proposals, conditions, representations, and warranties, or other
disclosure of the Software by or on behalf of the U.S.Government shall be communication between the parties relating to its subject matter as well as
subject to this Master Agreement and the restrictions contained in any prior contractual agreements between the parties. Notwithstanding the
subsection (c) of FAR 52.227-19, Commercial Computer Software - precedence of this Master Agreement, any existing Customer License
Restricted Rights(June 1987)". Metrics shall continue unless new License Metrics are identified in a Quote.
10.6 Export.Customer shall comply fully with all relevant export laws and No modification to the Master Agreement will be binding unless in writing
regulations of the United States to ensure that the Software is not exported, and signed by an authorized representative of each party.
directly or indirectly,in violation of United States law. 10.15 Third Party Beneficiaries. All rights and benefits afforded to
10.7 Non-solicitation.During the term of this Master Agreement and for SirsiDynix under the Master Agreement shall apply equally to the owner of
a period of one year following its termination, neither party will solicit for the Third Party Products with respect to the Third Party Products,and such
employment directly or through other parties, without the other party's third party is an intended third party beneficiary of the Master Agreement,
written permission, any individual employed by the other party, provided with respect to the Third Party Products.
however that the hiring of individuals responding to general public marketing 10.16 Governing Law and Venue. The Master Agreement shall be
and recruiting advertisements and events shall not be a violation of this governed by and construed in accordance with the laws of the State of Utah
provision;only active,targeted solicitation is prohibited. without giving effect to its principles of conflict of laws.Any dispute shall be
10.8 Compliance. During the term of this Master Agreement and for a litigated in the state or federal courts located in Utah to whose exclusive
period of one year following its termination,SirsiDynix shall have the right to jurisdiction the parties hereby consent. In addition, the Customer hereby
verify Customer's full compliance with the terms and requirements of the waives any objection the customer may have based upon lack of personal
Master Agreement. If such verification process reveals any noncompliance jurisdiction,improper venue and/or"forum non conveniens".
by Customer,Customer shall reimburse SirsiDynix for the reasonable costs 10.17 Application of Laws. The parties agree that this contract is not a
and expenses of such verification process incurred by SirsiDynix(including contract for the sale of goods;therefore,the Master Agreement shall not be
but not limited to reasonable attorneys'fees),and Customer shall promptly governed by any codification of Article 2 or 2A of the Uniform Commercial
cure any such noncompliance;provided,however,that the obligations under Code, or any codification of the Uniform Computer Information Technology
this section do not constitute a waiver of SirsiDynix's termination rights and Act ("UCITA"), or any references to the United National Convention on
do not affect SirsiDynix's right to payment for Products and interest fees Contracts for the International Sale of Goods.
related to usage in excess of the License Metrics. 10.18 Counterparts.The Master Agreement and each Schedule may be
10.9 Notices. Any notice required or permitted to be sent under the executed in one or more counterparts, each of which shall constitute an
Master Agreement shall be delivered by hand,by ovemight courier,by email enforceable original of the Master Agreement,and that facsimile,electronic
Customer Initial and Date: Confidential
Page 5 of 7 SirSiDynix"
File:Port Arthur Public Library GC#401343
and/or.pdf scanned copies of signatures shall be as effective and binding 10.20 Attorney's Fees. In the event a party seeks and obtains a remedy
as original signatures. in the courts for its rights under this Master Agreement,the prevailing party
10.19 Headings and Drafting.The headings in the Master Agreement in such litigation shall be entitled to its reasonable attorney's fees and cost.
shall not be used to construe or interpret the Master Agreement.The Master
Agreement shall not be construed in favor of or against a party based on the
originator of the document.
END OF MASTER AGREEMENT
Port Arthur Public Library Sirsi Corporation
4615 Ninth Ave SirsiDynix Technology Centre
Port Arthur,Texas 77642 3300 N.Ashton Blvd.—Suite 500
Lehi, UT 84043
Sign: Sign:
Print Name: Print Name:
Title: Title:
Date: Date:
Customer Initial and Date: Confidential
Page 6 of 7 SirsiDynix`
File:Port Arthur Public Library GC#401343
Exhibit A-DEFINITIONS products by any means into Software, Subscriptions or Subscription
"Circulation" means the checkout of a Library Item to a patron, the Software without additional SirsiDynix license.
checkout of a Library Item for the purpose of tracking in-library usage, the "License Metrics"means limits on Product usage as set forth in the Quote
renewal of a Library Item, or an action functionally identical to any of the such as Titles,Circulation,Users,students,seats,and reports.
preceding acts. "Maintenance"means the technical support and,with respect to Software,
"Confidential Information" means information of SirsiDynix and/or its the provision of Updates for the level of support services purchased from
licensors includes but is not limited to the terms and conditions(but not the SirsiDynix, all of which are provided under SirsiDynix's support policies in
existence) of the Master Agreement, all trade secrets, software, source effect at the time the Services are provided, which may be modified from
code, object code, specifications, as well as results of testing and time-to-time by SirsiDynix in its sole discretion. A current version of such
benchmarking of the Software or other services,product roadmap,data and Support Policies can be found under "SirsiDynix Support Policies"
other information of SirsiDynix and its licensors relating to or embodied in (Document ID 125773)at http://support.sirsidynix.com.
the Software or Documentation, including but not limited to information "Operating Environment" means SirsiDynix-recommended hardware,
designated as confidential in writing or information which ought to be in good operating system, middleware, database products and other software on
faith considered confidential and proprietary to the disclosing party. which the Software will operate.
SirsiDynix's placement of a copyright notice on any portion of any Software "Professional Services" means data conversion, implementation, site
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 planning, configuration, integration and deployment of the Software or
confidential information of SirsiDynix. Confidential Information does not Subscriptions,training,project management and other consulting services.
include that the Customer uses SirsiDynix Products. "Products" means Software, Subscriptions, Subscription Software,
"Content" means any information, data, text, software, music, sound, Services and Hardware.
photographs,graphics, video messages or other material which Customer "Protected Materials" means Software and work product provided by
receives through a Subscription. SirsiDynix under Services, Subscriptions, Subscription Software and
"Customer Data" means any electronic data, information or material SirsiDynix's or its licensors' Intellectual Property and Confidential
provided or submitted by Customer(including the Customer's patrons and Information.
users)to SirsiDynix through a Subscription or Services,or which Customer "Quote"is defined in Section 1.3.
(including the Customer's patrons and users)enters into the Subscription or "Services" means those services provided or arranged by SirsiDynix
Services or has entered on its behalf,or which SirsiDynix is otherwise given including but not limited to specific SirsiDynix Products such as (i)
access to under the Master Agreement. Customer Data does not include Professional Services; and (ii) that part of Maintenance that is technical
non-personally identifiable information aggregated by SirsiDynix. support,excluding the provision of Updates.
"Documentation"means the user instructions,release notes,manuals and "SirsiDynix 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. "Subscriptions"means the provision of access by SirsiDynix or its hosting
"EULA"means the end user license agreement that accompanies the Third providers to Software and/or Content from a server farm that is comprised
Party Product, which govems the use of or access by Customer to the of application,data and remote access servers,including associated offline
applicable Third Party Product. components including but not limited to cloud services and web access to
"Go Live Date" means the date on which the Products are substantially 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 not have a license in Subscription Software.
third party providers and sold to Customers by SirsiDynix. "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 SirsiDynix 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 SirsiOynix 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
Page 7 of 7 SiIsiDynix'
Quote for Port Arthur Public Library Quote Number 102242
SirsiDynix Technology Center ��,
3300 N.Ashton Boulevard, •
Suite 500
Lehi,UT 84043
Phone:800-288-8020 SirsiDynix
QUOTE
Quote 102242 for:
Port Arthur Public Library
Ate
New Freestanding Customer
Quote valid until: January 01, 2020
Prepared by: Ray Biscaro,
US Director-Account Management and Sales
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved SirSiDyribC
Page 1 of 11
Quote for Port Arthur Public Library Quote Number 102242
Purchase Details
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.
COMPONENT Year 1 Estimated Estimated Estimated Estimated
Year 2 Year 3 Year 4 Year 5
SirsiDynix Products 12,800 12,800 12,800 13,043 13,290.82
Platinum Services 3,000 3,000 3,000 3,087.00 3,145.65
Third Party Products 1,000 100 100 101.90 103.84
Discount (900)
Subtotal 15,900 15,900 15,900 16,231.90 16,540.31
Initial Term: One (1) Year, with Four(4) Optional Years
Initial Term Annual Price Increase Cap for SirsiDynix Products/Services: 0% in year 2 and year 3 followed by
1.9% until Term renewal
The Initial Term and the Initial Term Annual Price Increase Cap set forth above shall apply to Active Products and
new purchased Products/Services.
Customer's usage is subject to limitations that can be found in the Terms and Conditions 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 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.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix-
Page 2 of 11
Quote for Port Arthur Public Library Quote Number 102242
Detailed Pricing
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.
COMPONENT Qty Total Price
Year 1
SirsiDy"nix Products 1. ,gr
SirsiDynix Symphony SaaS Subscription 7,300
Includes:
Application Services powered by SirsiDynix Symphony,
Cataloging and Authority Control,
Circulation and Offline Circulation,
Inventory, Public Access, Reports,
Z39.50 server.
BLUEcloud Analytics Platform Essentials, Annual Subscription 1 1,000
SaaS Enterprise Annual Subscription 1 3,000
SirsiDynix eRC Connector for OverDrive, Annual Subscription 1 Included
SirsiDynix eResource Central Gateway Services, Annual Subscription 1 1,000
SirsiDynix Symphony SaaS SmartPORT, Unlimited Users 1 Included
SirsiDynix Symphony SaaS Unicode Server Extension 1 Included
SirsiDynix Symphony SaaS Universal SIP2 1 500
SureSailing (Bi-Monthly)Annual Subscription 1 Included
Platinum Services 3,000
Third Party Products 1,000
Syndetics Enriched Content Basic Public, Annual Subscription (Per 1000 Circ) 100 1,000
Discount (900)
Third Party Discount (900)
QuoteTotal 15,900
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDy•
nix
Page 3of11
Quote for Port Arthur Public Library Quote Number 102242
•
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, Circulation, and Public Access modules. Additional
functions include: utilization of an Oracle database, a Z39.50 server, Authority Control, Backup Circulation, 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 Symphony complies with Z39.50 Level Three (client and server),
provides broadcast searching as a standard, and complies with Bath Profile Level One.
BLUEcloud Analytics Platform Essentials, Annual 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, collections, and users
• Supports advanced and predictive analysis to establish trends and patterns
• Presentations for effectively communicating to boards and administrators
• Drill anywhere capabilities, users can view summary-to-detail-level data
• Robust security, flexible information distribution/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 Essentials package provides 2 years of transaction data, 2 Reporter accounts, 1 Creator account and 5
Premium Feature Credits. These Credits expire at the end of each subscription year.
SaaS Enterprise Annual Subscription
SirsiDynix Enterprise is a state-of-the-art faceted search solution that empowers libraries to make their collections
more searchable and discoverable than ever before. Capitalizing on fuzzy search logic technology never before
available to libraries, SirsiDynix Enterprise delivers leading-edge faceted search capabilities, simplified search
interfaces, and much more.
SirsiDynix eRC Connector for OverDrive, Annual Subscription
Provides access through SirsiDynix eResource Central Gateway Services to the approved content of one OverDrive
main account.
It does not include any 3rd Party fees which may be required by the Partner to use the content being accessed.
SirsiDynix eResource Central Gateway Services, Annual Subscription
Minimum requirements: SirsiDynix Symphony 3.4.1 or Horizon 7.5.1 and above.
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.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved Si,T1U
Page 4 of 11 yiliX
Quote for Port Arthur Public Library Quote Number 102242
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.
SirsiDynix Symphony SaaS Unicode Server Extension
SirsiDynix Symphony Unicode Server Extension enables staff users to load, input, index, and display MARC
records containing both the Roman characters and the non-Roman characters used in languages such as Arabic,
Chinese, or Russian. In addition, library users accessing your electronic library can search, store, and retrieve
Unicode-based international character sets as well.
SirsiDynix 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.
SureSailing (Bi-Monthly)Annual Subscription
SureSailing is a service for all libraries. SureSailing offers the same level of comfort and support new clients receive
during their first year with SureStart. SureSailing is also a series of scheduled telephone conversations with a senior
consultant-each call is two hours with a total of six calls during the year.
Platinum Services
The next level of service. A comprehensive suite of services and extended support to ensure libraries get the same first-class service they offer
to communities.
Platinum
10% off ALL qualifying future services purchases
Training
• Unlimited access to online eLearning training courses for 20 users
• Web access to customizable electronic training documentation
• Three distance group training or consulting courses
Best Practices and Custom Consulting
• 6 custom consulting hours: Global database changes, Web Services assistance, Enterprise Customization,
Symphony Custom Reports, Horizon SQL assistance, Search Index changes, Database Analysis or integration
with Third Party Vendors
• SureSailing quarterly - Regularly scheduled two hour calls with a senior consultant to review best practices, report
setup and configuration, system administration, planning for upgrades and enhancements, and answer general
questions
• Enterprise Q and A- monthly call with a senior consultant to review Enterprise
Customer Service and Support
• Dedicated Phone number
• Weekend and evening upgrade support
• Priority call handling and resolution
• Remote mobile device diagnostics and support
Data Enhancement Services
• Annual Authority Processing update(initial Authority Processing required before service can be scheduled)
• MARC records subscription with full SmartSOURCE service
• Annual Bibliographic Analysis to provide a series of reports on the content of the bibliographic database for
quality control
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix`
Page 5 of 11
Quote for Port Arthur Public Library Quote Number 102242
Third Party Products
Syndetics Enriched Content Basic Public, Annual Subscription (Per 1000 Circ)
Enrichment Elements include: Author Notes, Booklist Reviews, Choice Reviews, Cover Images, First Chapters,
Library Journal Reviews, Publisher's Weekly Reviews, School Library Journal Reviews, Summaries and
Annotations and Tables of Contents.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix'
Page 6 of 11
Quote for Port Arthur Public Library Quote Number 102242
Terms and Conditions
Current Contract License Limits:
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 5 Staff Users; an increase in either circulation or Staff
Users requires additional licensing fees.
Enriched Content is based upon annual circulation. You are licensed for up to 100,000 annually circulated
items; an increase requires additional licenses.
SirsiDynix may add and/or substitute equivalent products for any third party items in the event of product
unavailability, Software requirements and/or model number changes.
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.
Customer's data must be provided to SirsiDynix in a format approved by SirsiDynix or additional data
conversion/migration charges will apply. De-duping is the Customer's responsibility, unless stated otherwise in
writing.
Maintenance must be ordered for all copies of the Software and for all elements of the Software which are
used conjunctively by Customer. Customer's System shall remain within two (2) previously released software
versions of the most recent version of the software at all times or an additional maintenance surcharge service
charge will be added to the maintenance renewal.
Customer shall not integrate products offered by third parties into Software, Subscriptions or Subscription
Software without additional license from SirsiDynix.
SirsiDynix shall have the right to aggregate and retain non-personally identifiable data.
Payment Terms
The term of any quoted products is for no less than the Initial Term and shall automatically renew for the length of
the Initial Term. Subsequent years' Maintenance and Subscription fees are to be paid annually in advance.
Following the first year of System operation, Maintenance and Subscription fees will be subject to annual increases.
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
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix'
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Quote for Port Arthur Public Library Quote Number 102242
• 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 your Cloud/SaaS services"Go Live", SirsiDynix
will issue a pro rata credit for the unused portion of the previously paid Maintenance to be used against future
billings.
Third Party Products
• 100% due upon installation of third party products
Any reference to license metrics and/or licensed amounts included in this quote shall be applicable only to the
Products and/or services mentioned in this quote. This document and any software or professional services
associated with this document are hereby fully incorporated into the current Agreement executed between
SirsiDynix and Customer. If there is no current agreement between the parties, the terms and conditions of the
current SirsiDynix Master Software License and Services Agreement shall be deemed the controlling Agreement
between the parties, a copy of which shall be furnished upon Customer's request. Any and all pre-printed terms
and conditions on Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall be
superseded by the current Agreement, unless such additional terms are statutorily required of the Customer. In the
event of a conflict, the terms, payment terms, discounts, product lists and/or statement of work contained within this
document shall take precedence over the current Agreement between the parties. In the event Customer desires or
requires updated terms and conditions for the continuing business relationship with SirsiDynix, please contact your
regional Sales Representative.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any. The above information is
a trade secret, proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix`
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Quote for Port Arthur Public Library Quote Number 102242
Signature(s)
Customer Signature: Sirsi Corporation dba SirsiDynix Signature:
Port Arthur Public Library
By: By:
(Authorized Signature) (Authorized Signature)
Name: Name:
(Printed) (Printed)
Job Title: Job Title:
Date: Date:
Billing Address:
Port Arthur Public Library
4615 Ninth Ave
Port Arthur
Texas 77642
United States
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix*
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Quote for Port Arthur Public Library Quote Number 102242
End User License Agreement: Syndetics
1) "Agreement"means this Syndetics Usage Agreement and the Quote attached hereto.
2) "Syndetics Data"means the Syndetics Display Elements and Syndetics Unbound Display Elements listed in the Quote.
3) "Services"means the Syndetics and Syndetics Unbound Services by which the Syndetics Data is delivered to Subscriber,including any
software contained therein.
4) "User Generated Content"means content uploaded by end users to the Services.
5) License.ProQuest hereby grants Subscriber a non-exclusive license to use Syndetics Data and the Services for the purposes described
in this Agreement for the Subscription Period noted on the Quote and any renewals thereto.
6) Use and Restrictions.While it is understood that the Syndetics Data will be publicly available on open electronic networks,Subscriber
will use the Syndetics Data only for the intended purpose of augmenting the Subscriber's own library online public access catalog or website.
Subscriber may not convert Syndetics Data into MARC format, nor distribute or display the Syndetics Data in any third party applications,
catalogs or websites.
7) Proprietary Rights.ProQuest,its licensors,or both own all right,title and interest,including,without limitation,the copyright,in and to the
Syndetics Data and the Services and all components thereof.The copyright and title to all property interests in or to the Syndetics Data and
the Services are and shall remain in ProQuest, its licensors,or both as owner and this Agreement shall not grant to Subscriber,or any
Subscriber affiliate or agent,or any Subscriber patron,employee or user,any right of ownership therein.Subscriber may not modify, remove,
delete,augment,add to,publish,transmit,participate in the transfer or sale of,create derivative works from,or in any way exploit any of the
Syndetics Data or the Services,in whole or in part. If no specific restrictions are displayed,Subscriber and users of the Services may make
copies of select portions of the Syndetics Data,provided that the copies are made only for personal use and any notices contained in the
Syndetics Data,such as all copyright notices,trademark legends,or other proprietary rights notices are maintained on such copies.Except
as otherwise permitted in this Agreement or as permitted by the doctrines of"fair use"or"fair dealing"as defined under the laws of the United
States or England,respectively, neither Subscriber nor users of the Services may upload,post,reproduce,or distribute in any way Syndetics
Data protected by copyright,or other proprietary right,without obtaining permission of the owner of the copyright or other propriety right.
8) Indemnification.Subject to the terms of Paragraphs 8 and 9 below,ProQuest shall defend,hold harmless and indemnify Subscriber from
any liability and expense(including,without limitation,reasonable attorney's fees)imposed upon Subscriber as a result of any and all claims
that the Syndetics Data or the Services or any part thereof infringes upon the intellectual property rights of any third party;provided that
Subscriber promptly notifies ProQuest of any such claim,and permits ProQuest to control the defense or resolution thereof,and Subscriber
fully cooperates with ProQuest in connection therewith.
9) Indemnification Limitations.ProQuest shall have no obligation to Subscriber under this Agreement if:
a. the actual or alleged infringement is based upon any modification or alteration of the Syndetics Data or Services that was not
designed,supplied or expressly approved by ProQuest and such infringement would not have arisen but for such modification or
alteration;or
b. the actual or alleged infringement is based upon the combination,operation or use of the Syndetics Data or Services with any
other software or database that is not supplied or expressly approved by ProQuest and such infringement would not have arisen but
for such combination,operation or use;or
c. the claim arises out of the use of any Cover Images provided as Syndetics Data;or
d. the actual or alleged claim is based on Subscriber's representation that the Syndetics Data or Services or any information
extracted therefrom conforms to any express or implied warranties of merchantability and fitness for a particular purpose, or to any
warranties of accuracy,adequacy or completeness;or
e. the actual or alleged claim arises out of the use of User Generated Content provided in the Services.
10) Disclaimer of Liability.
a. AS TO THE SYNDETICS DATA AND THE SERVICES,PROQUEST MAKES NO WARRANTIES,EXPRESS OR IMPLIED,
AND EXPRESSLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
PROQUEST MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY,ADEQUACY,OR
COMPLETENESS OF THE SYNDETICS DATA OR THE SERVICES. IN NO EVENT SHALL PROQUEST BE LIABLE FOR ANY
INDIRECT, INCIDENTAL,SPECIAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE
THE SYNDETICS DATA OR SERVICES.
b. COVER AND AUTHOR IMAGES,USER GENERATED CONTENT.ALL RIGHTS IN COVER AND AUTHOR IMAGES AND
USER GENERATED CONTENT ARE RESERVED BY THE ORIGINAL COPYRIGHT OWNERS.COVER AND AUTHOR IMAGES
AND USER GENERATED CONTENT ARE PROVIDED"AS IS,"AND WITH ALL FAULTS,WITHOUT WARRANTY OF ANY
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
SirsiDynix'
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•
Quote for Port Arthur Public Library Quote Number 102242
KIND.WITHOUT LIMITING THE FOREGOING,AS TO COVER AND AUTHOR IMAGES,PROQUEST EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES,WHETHER EXPRESS,IMPLIED,OR STATUTORY,INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF TITLE, NONINTERFERENCE,NON-INFRINGEMENT,INFORMATIONAL CONTENT,MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT SHALL PROQUEST BE LIABLE FOR ANY CLAIM ARISING
FROM USE OF COVER AND AUTHOR IMAGES AND/OR USER-GENERATED CONTENT INCLUDED IN THE SERVICES.
11) This Agreement shall be governed by the laws of the State of Michigan excluding its conflicts of laws principles.
12) Subscriber agrees that Subscriber is liable for the full amount of the subscription(s)specified in the Quote unless ProQuest is notified of
cancellation within thirty(30)days from the Start Date specified in the Quote.Pro-rated credits for pre-paid subscriptions may be applied to
subscription upgrades.
This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer,if any.The above information is
a trade secret,proprietary and confidential and is only for use by the library named above and not to be released.
Copyright 2019 Sirsi Corporation-All Rights Reserved
Si>sie
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