HomeMy WebLinkAbout2005-11-15; City Council; 18348; Externally Host Library Automation System LicenseCITY OF CARLSBAD -AGENDA BILL x,
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APPROVE SIRSI.NET LICENSE AGREEMENT WITH
SlRSlDYNlX CORPORATION TO EXTERNALLY HOST ClTYATTY
DEPT. LIBI1.T. THE LIBRARY AUTOMATION SYSTEM I CITY MGR-
RECOMMENDED ACTION:
ADOPT Resolution No. 2005-340 approving the Agreement with SirsiDynix
Corporation to host the City of Carlsbad Library Automation System.
ITEM EXPLANATION :
The City of Carlsbad has continuously pledged top quality service to its citizens, and with
that level of commitment often comes change. In 2003, the Carlsbad City Library entered
into a contract with Sirsi Corporation, for a Library Automation System providing automated
support for every major library function. The Library Automation System lends assistance in
the fields of: acquisitions, cataloging, circulation, serials control, an enhanced catalog for
public use, and a management system that interfaces with each software module. That
system is currently hosted and maintained internally by the City's Information Technology
Department.
Staff continually analyzes current practices and costs to ensure we are providing the best
service at the best price. That analysis always includes hosting options, if they are
available. Further analysis on this issue has resulted in our proposal to move our software
license to the SirsiDynix facility located in Atlanta, GA, for hosting of our Automated Library
System. This proposed change would be transparent to those who use the system, yet the
major support issues will transfer from the Information Technology Department to
SirsiDynix.
The Library Automation System will be hosted offsite; however, they do not offer a hosting
option for the Sirsi Voice Activation (SVA) module of the software. Though that module will
continue to be hosted internally, the SVA purchase is incorporated into this new agreement.
The internal SVA hosting costs will not change and are included in the figures shown
below.
Under the proposed Agreement, should the City desire to return to internal hosting in the
future, we would still retain ownership of our license to use the software. It would be a
matter of transferring it back to the City rather than requiring us to repurchase the license.
Thus, the Library and the Information Technology Departments have recognized the
benefits of altering their business practice by recommending that SirsiDynix host the
software.
Staff recommends for this contract to be exempt from the bidding procedure under Carlsbad
Municipal Code Section 3.28.100 as a sole source provider.
PAGE 2
FISCAL IMPACT:
As shown on Exhibit 2, the annual cost for retaining the software internally over the 5-year
life of the contract ranges from $1 15,148 to $173,179. The annual range under the hosting
option is from $86,648 to $138,613. Therefore, the cost for retaining all of the software
internally over the 5-year life of the contract would be $685,818 (which includes staff time,
hardware and software costs). The cost under the hosting option for the 5-year life of the
contract will be $485,205, which results in a savings of $200,613.
EXHIBITS:
1. Resolution number 2005-340 approving the Agreement with SirsiDynix
Corporation to externally host the Library Automation System.
2. Spreadsheet showing details of the cost comparison.
DEPARTMENT CONTACTS: Heather Pizzuto, (760) 602-2056, h pizz@ci.carlsbad .ca. us;
Lee Rau ten kranz, (760) 602-2455, I raut@ci.carlsbad .ca .us.
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RESOLUTION NO. 2005-340
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING THE AGREEMENT
SIRSIDYNIX CORPORATION TO HOST THE CITY’S
LIBRARY AUTOMATION SYSTEM.
WHEREAS, the Carlsbad City Library and Information Technology Departments are
pursuing best business practices to provide top quality services; and
WHEREAS, the Library Automation System is currently hosted internally in the
Information Technology Department; and
WHEREAS, the Library and Information Technology Departments have analyzed the
external hosting of the Library Automation System; and
WHEREAS, it has been determined that hosting the Library Automation System by
SirsiDynix will save the City money and not negatively impact service; and
WHEREAS, both the Library and the Information Technology Departments will
mutually benefit by implementing this agreement;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
1. That the above recitations are true and correct
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2. That the attached agreement with SirsiDynix for hosting the City’s Library
Automation System is hereby approved and the Mayor is authorized to sign the
agreement.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City
of Carlsbad on the 15th day of November , 2005, by the following vote:
AYES: Council Members Lewis, Hall, Kulchin, Packard, Sigafoose
NOES: None
ABSENT: None
ATTEST:
-2-
Sirsi.net License Agreement
THIS Sirsi.net License Agreement (“Agreement”) is by and between the Parties, Sirsi
Corporation, a Delaware corporation d/b/a SirsiDynix (“SirsiDynix”), with principal offices at
101 Washington Street SE, Huntsville, Alabama, 35801-4827 and the City of Carlsbad,
(“Licensee”), a municipal corporation of the State of California, with principal offices at 1200
Carlsbad Village Drive, Carlsbad, CA 92008, on behalf of the Carlsbad City Library (the
“LIBRARY”) to establish the terms and conditions for provisions of automated Library Software,
Hardware, if applicable, and services.
1. Furnishing of Software.
(A) SirsiDynix is a supplier of proprietary software and agrees to license to Licensee
automated library client and server based software including its upgrades, updates, enhancements
and its related documentation and materials (hereinafter collectively referred to as “Software”).
Licensee desires to license the Software for a period of time as defined herein at
the fees listed in Schedule “C - Summary of Costs.”
Licensee desires to access the modules listed in Schedule “A - Sirsi.net
Modules” on a SirsiDynix server (the “Equipment”). The modules listed in Schedule “A -
Sirsi.net Modules” and the Equipment are herein collectively called the “Sirsi.net System.”
Licensee desires to access and operate the modules listed in Schedule “A -
Locally Hosted Modules” (the “Locally Hosted Software”) on a server provided, operated and
maintained by Licensee.
The Parties agree that except as may be otherwise specified herein, effective thirty
(30) days following LIBRARY’S access to the Sirsi.net System on a SirsiDynix server, all
obligations of the Parties under prior agreements, including but not limited to the:
Agreement for Library Automation Software and Related Services between Sirsi
Corporation and the City of Carlsbad dated March 7,2003, and any amendments, or other
related licenses;
Agreement for Purchase of Sirsi Voice Activation Software and Professional Services
between Sirsi Corporation and City of Carlsbad dated June 24, 2005, and any
amendments, or other related licenses.
shall be deemed completed in its entirety and superceded by this Agreement. Thirty (30) days
following the initial installation of LIBRARY’S data on the Sirsi.net System, LIBRARY shall
delete all copies of the former library automation system software licensed by SirsiDynix from its
system and certifL that all copies of such software and related documentation have been
destroyed.
(F) Following completion of the initial, or any renewal, Term of this Agreement (as
defined in Article 4, below) Licensee, at its option, may revert to locally hosting all Licensee
Software. Should Licensee exercise this option, SirsiDynix agrees to grant, at no cost to
Licensee, an irrevocable, nonexclusive, nontransferable, perpetual license (subject to termination
due to Licensee’s breach of license) to use the machine readable Software upon Licensee’s
execution of, and in accordance with, the then-current SirsiDynix Software License Agreement.
SirsiDynix further agrees to apply a credit equal to Licensee’s initial investment in the
UnicornOASIS Bibliographic Database System of $240,275 (pursuant to the Agreement for
(B)
(C)
(D)
(E)
Sirsi.net License Agreement
City of Carlsbad
Page 1 of 23
Library Automation Software and Related Services between Sirsi Corporation and the City of
Carlsbad dated March 7, 2003) toward the software, software migration and any additional
module(s) or database platform(s) that may be required to operate SirsiDynix Software in its
then-current configuration.
In consideration of the mutual agreements herein contained, SirsiDynix and Licensee
hereby agree as follows:
2. Software.
(A) Licensee agrees to license from SirsiDynix and SirsiDynix agrees to license to
Licensee under Article 7 License, for the term of this Agreement, which license shall be
nonexclusive and nontransferable, the right to use the Sirsi.net and Locally Hosted Software and
access to the Sirsi.net System Software, consisting of the modules listed in Schedule “A,” at the
rates set forth in Schedules “B” and “B-1 .”
The Software provided by SirsiDynix under this Agreement shall include all
enhancements or features in such Sirsi.net System and Locally Hosted Software as of the date of
installation and all future Updates and Upgrades as made available by SirsiDynix during the term
of this Agreement.
3. Sirsi.net System Equipment.
(A)
(B)
Licensee agrees to license access from SirsiDynix, and SirsiDynix agrees to
provide, secure network access to LIBRARY to the Equipment on which the Sirsi.net System
server software resides. The Equipment shall be further defined as the server and networking
hardware and software located within the Sirsi.net Data Center, and does not include the
networking hardware or software or networking services required for LIBRARY to access the
Internet.
SirsiDynix will provide server and operating system maintenance and upgrades to
the Equipment on which the Sirsi.net System Software resides in accordance with the Sirsi.net
Operating Procedures & Policy Guide.
(C) SirsiDynix will provide Equipment redundancy for maximum uptime in
accordance with the Sirsi.net Operating Procedures & Policy Guide. However, SirsiDynix can
not accept responsibility for response time delays or outage as access to the Sirsi.net System is
being provided by a third party.
Backup system availability in the event of total Equipment failure will be
provided under this Agreement as detailed in the Sirsi.net Operating Procedures & Policy Guide.
(B)
@)
4. Sirsi.net System Administration Services.
(A) SirsiDynix will provide system administration for the Sirsi.net System (as defined
in Article 1 (C) above) residing at the Sirsi.net Data Center. Sirsi.net System Administration will
include operation and maintenance of the Equipment and Software including regular backups and
data restoration as detailed in the Sirsi.net Operating Procedures & Policy Guide.
This Sirsi.net System Administration service does not include ongoing policy
creation, modification or file maintenance, LIBRARY’S network maintenance or administration
of any Locally Hosted Modules. The Sirsi.net System Administrator (s) duties will not include
any software maintenance, software development or customizing of software.
(B)
Sirsi.net License Agreement
City of Carlsbad Page 2 of 23
(C) During Service Hours, the Sirsi.net Help Desk will normally be the first point of
contact for LIBRARY Sirsi.net System problems and questions, from up to three (3) of
LIBRARY’S staff.
(D) Licensee acknowledges that the Sirsi.net System Administrator(s) sole
responsibility is to provide system administration services and advice for the Sirsi.net System
under this Agreement, including specific SirsiDynix Sirsi.net System administration services
such as: performing backups, installing upgrades, monitoring Sirsi.net System performance,
maintaining operating system policies; troubleshooting; adding and deleting administrative users,
terminals and other equipment to the LIBRARY Sirsi.net System; administering security of the
LIBRARY Sirsi.net System, including operating system and application software; monitoring the
Sirsi.net System to determine performance tuning and capacity requirements; establishing and
adjusting as appropriate the variable system parameters incorporated in the LIBRARY Sirsi.net
System and communications software to accommodate the performance and operating
requirements; acting as liaison between LIBRARY users and SirsiDynix for initial determination
of the probable source of Sirsi.net System problems; inserting, upgrading and adjusting, as
applicable, variable system parameters incorporated in the Sirsi.net Sirsi.net System Software,
including its operating system software, associated utilities and applications software.
The Sirsi.net System Administrator(s) may, from time to time, need to apply
Sirsi.net System Software updates and upgrades to address performance, reliability, defects and
security in the various Sirsi.net System Software components. As such, the Sirsi.net System
Administrator(s) will take steps to minimize the impact of such patches, updates and upgrades
and these steps may include, but are not limited to, verified backups of the target systems, testing
on alternate test platforms, scheduling of such tasks for non-business hour application and
notification of such tasks and schedules to end user customer contacts. In the event of a failure
related to such maintenance activities that impedes production use of Unicorn or the servers,
Sirsi.net ASP staff may restore the target server, or recover the customer’s system(s) to an
alternate server platform.
(E)
Term. - 5.
The term of this Agreement shall remain in fbll force and effect for a period of sixty (60)
months (“Term”) after initial installation of the LIBRARY’S data on the Sirsi.net System, subject
to appropriation of funds by the City Council. This Agreement may not be canceled by either
party during this Term other than for lack of appropriation of funds by the City Council or for
cause as provided in Article 12 “Termination for Cause.” The Term of this Agreement may be
renewed for successive one-year periods, subject to mutual agreement of the Parties and
SirsiDynix’s receipt of the annual Charges for the renewal term, unless notice of non-renewal is
received, by either party from the other, not less than thirty (30) days prior to the end of the then-
current one year period.
6. Charges.
(A) Licensee shall pay SirsiDynix the annual charges set forth in Schedule “C -
Summary of Costs”) for access to the Sirsi.net System, Equipment and Locally Hosted Software.
The Year One Charge for the Sirsi.net System shall be payable thirty (30) days following receipt
of an invoice and immediately following the Installation Date as defined in Article 7 entitled
“Software Delivery, Installation and Acceptance.” Charges for annual renewals will be quoted
and will be due and payable prior to expiration of the then-current Term or thirty (30) days
Sirsi.net License Agreement
City of Carlsbad Page 3 of 23
following receipt of an invoice. The Year One Cost for the Locally Hosted Software shall be
payable to SirsiDynix within thirty (30) days after receipt of an invoice.
In addition to the payment of the Charges, Licensee shall pay or reimburse
SirsiDynix for the following:
Sales, Use and similar taxes which are properly assessed and which are
due and payable during the term of this Agreement upon the installed and
licensed Sirsi.net System and Locally Hosted Software. If Licensee has
tax exempt status, Licensee agrees to provide SirsiDynix with evidence of
its tax exempt status upon execution of this Agreement.
Any shipping, insurance, installation, training and peripheral hardware
charges as shown on Schedule A are one-time charges and are payable
within thirty (30) days after receipt of an invoice.
All Charges shall be paid at such address of SirsiDynix (or assignee of
SirsiDynix), as SirsiDynix shall direct. Payments of these charges, and all other charges defined
herein, shall be made to SirsiDynix within thirty (30) days of Licensee’s receipt of the itemized
invoice with appropriate documentation.
Licensee agrees, at its own cost and expense, (i) to pay all operating expenses for
the hardware or software required to access the Sirsi.net System and to operate the client
Software; and (ii) to comply with all governmental laws, ordinances, regulations, requirements
and rules with respect to the operation and access to the Sirsi.net System and use of the client
Software licensed under this Agreement.
(B)
(1)
(2)
(C)
(D)
7.
(A)
Software Delivery, Installation and Acceptance.
SirsiDynix shall arrange all shipments of the client Software by insured carrier
and shall deliver the client Software at the site designated by Licensee in Schedule D in
accordance with the schedule designated in Schedule D. During the period the Sirsi.net System
and Locally Hosted Software is in transit, SirsiDynix and its insurers, if any, relieve Licensee
from all responsibility for risk of loss or damage to the Software.
SirsiDynix will provide the policy creation and modification to enable the initial
data delivery and installation. Data must be supplied in MARC, COSATI or SirsiDynix-defined
flat ASCII format (the “SirsiDynix Specifed Data Formats”). If not in the SirsiDynix Specified
Data Formats, Data Conversion Services into the specified formats must be purchased by
Licensee.
(C) The term “Installation Date” for the Software shall, for the purposes of this
Agreement, mean completion of installation of the LIBRARY data on the Sirsi.net System and
the initial training.
(D) Licensee shall have at the LIBRARY site the facilities, including but not limited
to, the computer equipment designated in Schedule E, and communication hardware and
software at Licensee expense and according to SirsiDynix’s installation instructions, required to
access the Sirsi.net System. Annual license charges shall commence five (5) days fiom
SirsiDynix’s established data loading and initial training date should LIBRARY fail to prepare the
site for the client Software and access hardware and software installation.
(B)
Sirsi.net License Agreement
City of Carlsbad
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(E) The LIBRARY shall have thirty (30) days from the Installation Date (“Test
Period”) to test the Software in order to confirm the Software functions in accordance with the
specifications set forth in the Associated Documentation. Licensee shall either notify SirsiDynix
in writing that acceptance (“Acceptance”) has occurred, or, that the Software has not been
accepted, detailing the particular functions that are not in conformance with the Associated
Documentation. Upon such notification of any Nonconformity’s SirsiDynix, within thirty (30)
days, shall demonstrate that the Software does properly fimction or shall correct such
Nonconformity’s at its own expense and notify the Licensee when such corrections are complete.
Upon installation of such corrected Software, the terms of this Article 6 (E) shall govern the
retest. If the Licensee fails to notify SirsiDynix of either Acceptance or of any Nonconformity’s
with the specifications within the, initial or if appropriate the subsequent, thirty (30) day Test
Period, the Parties agree that Acceptance shall, for all purposes of this Agreement, be considered
to have been successfully accomplished.
The Licensee may terminate this Agreement by serving SirsiDynix written notice to that effect, if
after the initial and subsequent Acceptance tests as described in Article 7 (E) above, SirsiDynix
is not able to correct the Nonconformity. If such termination occurs, SirsiDynix, as its sole
liability, shall refund payments received under this Agreement for the Software and Professional
Services (not rendered) within thirty (30) days after the Licensee has relinquished the licensed
rights granted in this Agreement by returning the Software and Associated Documentation.
8. Software License.
(A) The Licensee acknowledges and agrees that, subject to the terms and conditions of
this Article 8. “Software License” and for the term of this Agreement, SirsiDynix hereby grants
to the Licensee and, the Licensee hereby accepts a non-transferable, non-exclusive License
(“License”), under trade secrets and applicable USA copyrights, to use SirsiDynix provided
Software. The Sirsi.net System Software will be accessible only from the Equipment, and the
Locally Hosted Software will be run on only one server. All Software will be provided by
SirsiDynix to the Licensee in machine-readable object code only. The License provided herein is
valid only for the number of client users, the specific LIBRARY locations, and the specific
Institutions listed in the SCHEDULES. An additional charge may be applicable if the Licensee
wishes to extend the License beyond these limits. The Licensee acknowledges that by virtue of
this License, the LIBRARY acquires only the right to use and access the Sirsi.net System
Software, use the Locally Hosted Software and use the original and permitted duplicate copies of
the Software and does not acquire any rights of ownership in the Software and Associated
Documentation. Ownership, title and all proprietary rights shall, at all times, remain with
SirsiDynix or its relevant third party provider.
This License shall remain in force until both termination of this Agreement and
the LIBRARY ceases use of the Software, and at SirsiDynix’s option, either returns to SirsiDynix
or destroys all copies (including Associated Documentation) of the Client Software, or until the
Licensee’s rights are otherwise terminated for cause as provided in Article 10. “TERMINATION
FOR CAUSE” of this Agreement.
The LIBRARY may use the Software only to process the LIBRARY’S own work.
The Licensed Software or related materials may not be used as a part of a commercial time-
sharing or service bureau or in any other resale capacity. The Licensee may extend online data
(B)
(C)
Sirsi.net License Agreement
City of Carlsbad
Page 5 of 23
inquiry access of the Software modules provided for that purpose to LIBRARY users, other
libraries and third party entities without restriction.
In no circumstance shall the LIBRARY load for use (or use concurrently) on
individual computers, more than the number of Client Software licensed, as set forth on Schedule
A.
(E) The LIBRARY shall not reverse engineer, reverse assemble, reverse compile, or
modi@ the Software.
(F) No copies of all or any part of the Software may be made without SirsiDynix’s
prior written consent.
(G) SirsiDynix will supply the LIBRARY via electronic media the related
documentation for the Software licensed by the Licensee. All Software related documentation,
training and procedural materials provided by SirsiDynix shall remain the property of SirsiDynix
or its relevant third party provider. The LIBRARY for its internal use only, may print or
otherwise reproduce SirsiDynix developed documentation, procedural and training materials, if
all include SirsiDynix markings and statements of confidentiality and copyright on each copy.
The Licensee acknowledges and agrees that any third party documentation supplied by
SirsiDynix to LIBRARY, which is marked as confidential and /or copyrighted materials, shall not
be copied or reproduced in any manner.
The LIBRARY may use the Software on equipment that replaces or upgrades the
equipment if the Software can be operated without modification.
The Licensee shall not transfer, sub-license or assign, in whole or in part, the
Software or any rights therein granted under the terms of this License.
This Article 8 “Software License” establishes the sole understandings between the
Parties regarding the licensing of the Software. In the event of any conflict between the terms
and conditions of this Article 8 “Software License”, and any other part of this Agreement
(including documents referenced in this Agreement), that may effect interpretation of the
understandings expressed in this Article, this Article shall control as if it was the singular
expression of licensed rights.
(D)
(H)
(I)
(J)
9. Warranty.
(A)
(B)
SirsiDynix represents and warrants that it is the owner of the Software or if not
has the right to grant the License herein.
EXCEPT AS EXPRESSLY STATED ABOVE, SIRSIDYNIX DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE,
WHICH ARISE BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, ANY ZMPLED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT AS REQUIRED BY ARTICLE 17 OF THIS
AGREEMENT, BELOW, IN NO EVENT SHALL SIRSIDYNIX BE LIABLE FOR ANY
INCIDENT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT
NOT LIMITED TO, LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR
CLAIMS AGAINST LICENSEE BY ANY THIRD PARTY, EVEN IF SIRSIDYNIX HAS
BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES OR CLAIMS.
Sirsi.net License Agreement
City of Carlsbad
Page 6 of 23
10. Ownership of Data
SirsiDynix disclaims ownership of all bibliographic, authority, item, fine, patron, and
other data loaded to, created and/or entered into the database of the LIBRARY or supplied to
SirsiDynix by the LIBRARY. SirsiDynix shall not without the Licensee’s written consent, copy
or use such records except to carry out the contracted work, will not transfer such records to any
other party not involved in the performance of this Agreement and will return submitted records
to the LIBRARY upon termination of this Agreement.
(A)
11. Default.
An event of default shall occur if:
(1) Licensee fails to pay when due any Charges set forth in Schedule C and
such failure continues for a period of thirty (30) days.
(2) Licensee attempts to remove, sell, transfer, encumber, part with
possession, or sublet the Software or access to the Sirsi.net System or any
item thereof without written consent of SirsiDynix.
Licensee is in material default of any covenant, representation, and/or
warranty provided herein.
SirsiDynix is in material default of any covenant, representation, and/or
warranty provided herein.
(3)
(4)
(B) Upon the occurrence of an event of default:
If either party defaults, then the other party may proceed by appropriate
court actions or proceedings to obtain any and all remedies available either
at law or in equity.
In the event that Licensee defaults due to Licensee’s breach of the terms
and conditions of Article 8 “Software License” above, then SIRS1 shall
have the right, without affecting any other rights and remedies, to
terminate this Agreement immediately. Licensee agrees to relinquish all of
its licensed rights to the Software and, within five (5) business days
thereafter, return all copies of the Software and Associated Documentation
to SirsiDynix.
In the event that Licensee defaults due to any reason other than Licensee’s
breach of the terms and conditions of Article 8 “Software License” above,
Licensee agrees to relinquish all of its licensed rights to the Software and,
within thirty (30) days thereafter, return all copies of the Software and
Associated Documentation to SirsiDynix.
Termination for Cause.
If either party defaults in accordance with Article 11 “Default” or fails to observe, keep
or perform any other term or condition of this Agreement required to be observed, kept or
performed by that party, or should either party cease doing business as a going concern, become
bankrupt or insolvent or should any substantial part of either party’s property be subject to any
levy, seizure, assignment, application of sale for or by any creditor or governmental agency, the
other party shall have the right to terminate this Agreement in whole or in part without liability
on its part for that termination; provided, however, the party seeking to terminate the Agreement
Sirsi.net License Agreement
City of Carlsbad
Page 7 of 23
serves the other party a written notice of any and all such failure(s) claimed to be a breach of the
terms or conditions of this Agreement (except as noted in Article 11(B)1-2 above), and the party
receiving said notice fails to correct or remedy the breach within thirty (30) days after its receipt
of said notice.
13. Additional Software and/or Services
Licensee may add Software or services to this Agreement by execution of mutually
agreed upon addenda. SirsiDynix has no implied obligation to provide similar terms or rates to
other organizations within Licensee’s organization, its subsidiaries, or affiliated companies.
Additionally, SirsiDynix has no implied obligation to add to this Agreement other items under an
agreement with similar terms and rates.
14. Location of Server.
The server for the modules listed in Schedule “A - Sirsi.net Modules” shall be located at
the Sirsi.net Data Center. Access will be provided to LIBRARY via the Internet. LIBRARY will
provide, operate and maintain the server for the Modules listed in Schedule “A - Locally
Hosted Modules.”
15. Business License.
SirsiDynix will obtain and maintain a City of Carlsbad Business License for the term of
16. Infringement.
(A)
the Agreement, as may be amended from time-to-time.
If the use of the Software provided by SirsiDynix is alleged to violate any patent,
registered copyright, trade secret or registered trademark, SirsiDynix shall provide and control
defense by counsel of its own choice and the Licensee shall cooperate with said counsel.
SirsiDynix shall at its own expense, indemnify and hold harmless Licensee from and against any
claim, loss, expense or judgment finally adjudicated to be owed by the Licensee, provided the
Licensee promptly gives SirsiDynix written notice of any claim known to the Licensee and has
not breached any provisions of this Agreement.
SirsiDynix shall have no obligation to defend the Licensee or to pay costs,
damages or attorney’s fees for any claim based upon:
The LIBRARY having modified the Software or used other than a current
unaltered release of the Software if such an infringement would have been
avoided by the use of a current unaltered release of the Software; or
The combination, operation or use of the Software with software or data not
provided under ths Agreement.
If it is adjudicated that an infringement of the Software by itself and used in
accordance with this Agreement, infringes any USA patent, registered copyright, trade secret or
registered trademark, SirsiDynix shall:
(B)
(1)
(2)
(C)
(1)
(2)
(3)
Modify or replace the Software so that such inhngement is removed; or
Procure for the Licensee the right to continue enjoying the benefit of this License
Agreement.
If the solutions in this Article 16 (C) 1 or 16 (C) 2 cannot be achieved or are not
practical in the reasonable opinion of SirsiDynix, then SirsiDynix may discontinue
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City of Carlsbad
Page 8 of 23
and terminate the License upon written notice to the Licensee, and shall refund to
the LIBRARY the unused portion of the annual license Charges set forth in
Schedules B and B-1 for the module or modules, such pro rata refimd to
commence on the termination of the license to the end of the prepaid Term.
SirsiDynix agrees to indemnify, defend and hold harmless Licensee and its
officers, officials, employees, and volunteers, up to the limits of SirsiDynix's insurance, from and
against all claims, damages, losses and expenses including attorneys fees arising out of the
performance of the work described herein caused in whole or in part by any willful misconduct
or negligent act or omission of SirsiDynix, any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable.
If the use of the Software provided by SirsiDynix is alleged to violate any patent,
registered copyright, trade secret or registered trademark, SirsiDynix shall provide and control,
with input from Licensee on all matters affecting Licensee, defense by counsel of SirsiDynix 's
choice and Licensee shall cooperate with said counsel. SirsiDynix shall at its own expense,
indemnify and hold harmless Licensee from and against any claim, loss, expense or judgment
finally adjudicated to be owed by Licensee provided Licensee:
17. Indemnification
(A)
(B)
(1)
(2)
(3)
(4)
Promptly gives SirsiDynix written notice of any claim known to Licensee;
Provides all reasonable assistance to defend against the claim;
Has not materially breached any provision of this Agreement related to the alleged
violation; and
Has not modified the Software, except for those modifications made with
SirsiDynix provided Application Programming Interfaces or with the knowledge
or consent of SirsiDynix.
SirsiDynix shall have no obligation to defend the City or to pay costs, damages or
Use of other than a current unaltered release of the Software if such an
infringement would have been avoided by the use of a current unaltered release of
the Software; or
(2) the combination, operation, or use of the Software with software or data not
provided under or contemplated by this Agreement.
(D) Without limiting the generality of Articles 17(A) and 17(B) above, if it is
determined by any independent tribunal or court of fact or law or if it is agreed between the
Parties to the dispute that the Software by itself and used in accordance with this Agreement
infringes any USA patent, registered copyright, trade secret or registered trademark, SirsiDynix
shall at its own expense:
(C)
(1)
attorney's fees for any claims based upon:
(1)
(2)
(3)
Modify or replace the Software so that such infringement is removed; or
procure for the City the right to continue enjoying the benefit of this Agreement;
or
If the solutions in this Article 17(D)(1) or 17@)(2) cannot be achieved or are not
practical in the reasonable opinion of SirsiDynix, then SirsiDynix may discontinue
Sirsi.net License Agreement
City of Carlsbad
Page 9 of 23
and terminate the License upon written notice to Licensee, and SirsiDynix shall
refund to Licensee the unamortized portion of the Software license fee, based
upon seven year straight-line depreciation, such depreciation to be calculated to
have commenced on the date of Acceptance of the Software.
The parties expressly agree that any payment, attorney’s fee, cost or expense
Licensee incurs or makes to or on behalf of an injured employee under the City’s self
administered workers’ compensation is included as a loss, expense or cost for the purposes of
this section.
(F).
18. Maintenance.
Licensee shall accept, and SirsiDynix shall provide to LIBRARY on behalf on Licensee,
Help Desk support services on the Sirsi.net System and Locally Hosted Software as part of
Charges set forth in Schedule B and Schedule B-1 in accordance with the terms and conditions
detailed below.
SirsiDynix will provide remote diagnostics service via phone or fax or email and
shall reasonably determine the priority level of an error. SirsiDynix shall use the following
(E)
This indemnification provision shall survive the termination of this Agreement.
(A)
protocols:
(1) “Priority 1 Incident” or “Pl” means the Software is completely inoperable, the
online catalog is unavailable, or the library is completely unable to perform
critical public service functions, SirsiDynix shall acknowledge P1 calls within one
(1) Service Hour from the time that the call was placed during Service Hours. In
addition, SirsiDynix shall promptly initiate the following procedures:
a) assign SirsiDynix specialists to correct the error,
b) provide ongoing communication on the status of the corrections; and,
c) commence to develop a workaround or a fix and provide such workaround
or fix as soon as it is available.
“Other Support Errors” means the Software is capable of productive operation but
has intermittent critical function errors, errors which require human intervention
to correct or is unable to perform non-critical functions, SirsiDynix shall
acknowledge other Support Calls within one (1) business day from the time the
call was placed. SirsiDynix shall provide a fix or workaround not later than the
next Software Upgrade.
The Licensee agrees that LIBRARY shall provide SirsiDynix with audit trails and
other data, and with LIBRARY personnel in order to support and perform tests on
the LIBRARY’S computer to duplicate the problem and to verify that the error has
been fixed.
Service hours (“Service Hours”) are Monday through Friday from 7:OO a.m. to
7:OO p.m., Central Time zone, excluding the following holidays recognized by SirsiDynix:
New Years Day
Martin Luther King Day
Memorial Day Independence Day
Sirsi.net License Agreement
City of Carlsbad Page 10 of 23
Labor Day
Thanksgiving (2 days)
Christmas Eve
Christmas Day
New Years Eve (1/2 day)
After Service Hours for Critical Care are Monday through Friday from 7:OO p.m. to 7:OO a.m.
Central Time and 24 hours Saturday, Sunday and SirsiDynix recognized holidays (“Critical Care
Hours”).
For Critical Care Priority 1 Incidents: During Critical Care Hours, a telephone
number and a critical care number will be provided to the LIBRARY. The Critical Care number
must be provided to the on-call Client Care specialist upon placement of a Critical Care call.
SirsiDynix shall make its best efforts to acknowledge such calls within one (1) hour from the
time that the call was placed to the provided telephone number. SirsiDynix’s on-call Client Care
specialist shall:
(C)
a)
b)
assist in the determination of the problem and offer technical guidance,
if a determination can not be made by the on-call Client Care specialist the
Critical Care call will be logged by the SirsiDynix specialist as a Priority 1
Incident to be addressed during Service Hours as detailed in (A) above.
The Licensee’s exclusive remedy for any defect in the Software shall be limited to
repair or replacement of the Software. However, SirsiDynix cannot guarantee that all
programming or database errors can be corrected. Furthermore, SirsiDynix is not obligated to
correct, cure or otherwise remedy any defect in the client Software if the client Software or a
client Software Update or Upgrade has not been properly installed by the LIBRARY, is not
operated and maintained under normal conditions by qualified personnel, is misused, is damaged,
or is modified without SirsiDynix’s consent, or if the Licensee has not notified SirsiDynix
promptly upon discovery of a defect.
(D)
19. Travel Expenses.
SirsiDynix shall provide the Sirsi.net System Administration Services and Help Desk
support services herein via telephone or fax or Email. If Licensee requests, and SirsiDynix
agrees, that SirsiDynix provide services on-site under this Agreement, the Licensee will
reimburse SirsiDynix for any travel or travel-related expenses. (e.g., coach airfare to and from the
Licensee’s site, local transportation, lodging, and meals).
20. Successors and Assims.
It is mutually understood and agreed that this Agreement will be binding upon City and
SirsiDynix and their respective successors. Neither this Agreement or any part of it nor any
monies due or to become due under it may be assigned by SirsiDynix without the prior consent
of City, which shall not be unreasonably withheld.
Written notices or submission of written replies required by this Agreement shall be
accomplished by personal delivery, courier service or certified mail, return receipt requested, to
the following:
21. Notices.
Licensee: City of Carlsbad
Sirsi.net License Agreement
City of Carlsbad
Page 1 I of 23
1200 Carlsbad Village Drive
Carlsbad, CA 92008
ATTN: City Clerk
Lessor: SirsiD ynix
10 1 Washington Street SE
Huntsville, AL 35801-4827
ATTN: Manager of Contracts and Purchasing
Copies of all written notices or submission of written replies required by this Agreement
sent to Licensee shall be sent by facsimile transmission or United States mail, postage prepaid,
to:
Library Director
Carlsbad City Library
1775 Dove Lane
Carlsbad, CA 9201 1
Either party hereto shall have the right to change any representative or address it may
22. Survival.
The obligations imposed on the Parties and their employees by and pursuant to the
Articles entitled “Software License,”, “Infringement’y, and “Indemnity” shall survive termination
of this Agreement and remain in full force until the Software is returned to SirsiDynix or as
otherwise agreed in writing by both parties.
have given to the other party by giving such other written notice of such change.
23. Waivers.
Any failure by either party to enforce performance of any terms or conditions of this
Agreement shall not constitute a waiver of, or affect said party’s right to avail itself of such
remedies as it may have for any subsequent breach.
24. Governing Law.
This Agreement shall for all purposes be construed and enforced under and in accordance
25. Force Maieure.
Neither party shall be considered responsible or in default in the performance of its
obligations hereunder to the extent that such performance is prevented or delayed by any cause
existing or future, which is not within the reasonable control of such party including, but not
limited to, acts of God or the public enemy, fires, explosion, riots, labor disputes, war, or
products and services provided by a third party (e.g. network hardware/software/access
providers).
with the laws of the State of California, County of San Diego.
26. Entire Agreement and Amendments.
It is understood and agreed that this Agreement contains the entire and only
understanding between the parties relating to the subject matter hereof and that any
Sirsi.net License Agreement
City of Carlsbad Page 12 of 23
representation promise, or condition not contained herein shall not be binding on either party.
This Agreement may not be altered, amended, or modified unless in writing and signed by both
parties hereto.
CiB ofBrlsbad
Claude A. Lewis, Mayor
Typed Name and Title
Date
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
SirsiDynix
(LESSOR)
Date
Sirsi.net License Agreement
City of Carlsbad
Page 13 of 23
, , ........
SIRS1 Corporation Authorization Certification
To Whom It May Concern:
I, Mikc Murdock, acting in my capacity as Secretary of SIRSI Ccxporaticm herein tcrtify
that the Board 0fDirectors of the CoIporation, during a previouS SIRSI board meding,
did provide authorization to:
Stephen G. McCHW,
Contracts Manager,
to execute proposals, licenses, andor agreements on behatf of the Corporation, whic I upon execution shall be binding upon the Corporation.
Executed this day of May I6 ,2000
By:
101 Washington Street SE Huntsville. AL 3.5801-4827 fel; 256-704-7000 Fax: 256-704-7007 rn Wetl: ~/ww,sirsi,corn
Schedule A
to the
Sirsi.net License Agreement
Sirsi.net Modules
Quantity Item Description Year One *Years 2-5
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
5
60
1
3
1
1
Level 3 (250,000-750,000 titles) Sirsi.net
annual subscription (includes the following
modules transferred from LIBRARY’S
UnicornOASIS Bibliographic Database
System):
Bibliographic Control
Authority Control
Circulation Control
Inventory Control
Backup Circulation Software
User Request and Information
Bistro Suite: includes Public Access
Catalog, Web Catalog Interface, My
Favorites, Most Popular, Buy Now,
Announcements
Spanish Language OPAC Interface
239.50 Version 3 Server (TZIGBath
Profile compliant)
Acquisitions and Fund Accounting
Electronic Data Interchange (EDI)
Serials Check-In and Control
Materials Booking
Outreach Services
Report Generator
SIP2 Interface for all Certified SIP2
Partners (upgrade from current Self-
Check Interface)
SmartPort 239.50 Copy Cataloging
Clients
Concurrent WorkFlows Staff Clients
Oracle RDBMS
Additional Libraries
Level 3 Sirsi.net hosted test system
Current customer setup and migration fee
SUBTOTAL SIRSI.NET MODULES
LESS IMPLEMENTATION DISCOUNT
LESS ANNUAL DISCOUNT AWARDED FOR RECEIPT BY
SIRSIDYNIX OF LETTER OF INTENT SIGNED BY LIBRARY BY
8/31/05 (attached hereto as Exhibit “1”)
TOTAL SIRSI.NET MODULES
$50,000 $50,000
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
Transferred
$5,100
$2 1,000
-$4,500
42,755
$76,100
$68,845
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
$5,100
n/a
$55,100
-$2.755
$52,345
Sirsi.net License Agreement
City of Carlsbad
Page 14 of 23
Schedule A
To the Sirsi.net License Agreement (con’t)
SUBSCRIPTION SERVICES
SUBSCRIPTION SERVICES
Description Fees
iBistro Datastream Content Subscription for an estimated 95,000 The annual subscription fee of $9,500 for the
registered patrons (transferred). See Schedule “C - iBistro Data Stream transferred subscription was prepaid for five (5)
Subscription Services Agreement” for terms. years beginning February 1, 2004 and ending
January 31, 2009 (the “Prepaid Term“.) This
prepaid purchase price will not increase if the
number of registered patrons exceeds this estimate
during the Prepaid Term. After the Prepaid Term
has expired, annual subscription fees for iBistro
Datastream content will be based on SirsiDynix’s
then-current rate for the then-current number of
patrons.
Sirsi.net License Agreement
City of Carlsbad
Page 15 of 23
Schedule A
To the Sirsi.net License Agreement (con’t)
Locally Hosted Modules
Item Description
SVA 4-Port Module
2 Realspeak Software License
SVA Phone Call-in Software
SVA Phone Notification Software
SVA Language Designation - English
Dialogic Voice Board - 4 analog trunk, 4DSP, half-size
IS
SVA 4-Port Module Sub-Total
SVA Additional Language Interface Module (per 4-port) -
Spanish
SVA Project Management Fee (includes shipping,
handline, and installation services)
SUBTOTAL LOCALLY HOSTED MODULES
Tax (7.75%) on Locally Hosted Modules
TOTAL LOCALLY HOSTED MODULES
Sirsi.net License Agreement
City of Carlsbad
Initial Cost
$ 2,080.00
$ 8,726.00
$ 13,089.00
$
$ 1,295.00
$ 25.190.00
$ 2,400.00
$ 1,500.00
$ 29,090.00
Less Discount
$
$ 2,181.50
$ 3,272.25
$
$
$ 5.453.75
$
$ 5,453.75
Estimated Annual
Final Cost Maintenance
$ 2,080.00
$ 6,544.50
$ 9,816.75
$
$ 1,295.00
$ 19.736.25 $ 4,535.00
$ 2,400.00
$ 1,500.00
$ 23,636.25 $ 4,535.00
$ 1,831.81
$ 25,468.06
Page 16 of 23
Schedule B
to the
Sirsi.net License Agreement
Sirsi.net Charges
Description Year One Years 2-5
Software $52,345 $52,345
Subscription Services
Professional Services (Implementation)
GRAND TOTAL
Sirsi.net License Agreement
City of Carlsbad
Prepaid Prepaid through
113 1/09
$16.500 N/A
$68,845 $52,345
Page 17 of 23
Item Description
SVA 4Port Module
2 Realspeak Software License
SVA Phone Call-in Software
SVA Phone Notification Software
SVA Language Designation - English
Dialogic Voice Board - 4 analog trunk, 4DSP, half-size
IS
SVA 4-Pori Module Sub-Total
SVA Additional Language Interface Module (per 4-port) - Spanish
SVA Project Management Fee (includes shipping,
handline, and installation services)
SUBTOTAL,
Tax (7.75%) on Locally Hosted Modules
TOTAL LOCALLY HOSTED MODULES
Schedule B-1
to the
Sirsi.net License Agreement
Locally Hosted Software Charges
Sirsi.net License Agreement
City of Carlsbad
Initial Cost
$ 2,080.00
$ 8,726.00
$ 13,089.00
$
$ 1,295.00
$ 25,190.00
$ 2,400.00
$ 1,500.00
$ 29,090.00
Less Discount
$
$ 2,181.50
$ 3,272.25
$
$
$ 5,453.75
$
$
$ 5,453.75
Estimated Annual
Final Cost Maintenance
$ 2,080.00
$ 6,544.50
$ 9,816.75
$
$ 1,295.00
$ 19,73625 $
$ 2.400.00
$ 1,500.00
$ 23,636.25 8
$ 1,831.81
$ 25,468.06
4,535.00
4,535.00
Page 18 of 23
Schedule C
to the Sirsi.net License Agreement
Summary of Costs
The summary below reflects application of the implementation and annual discount for Sirsi.net modules awarded for receipt
by SirsiDynix of the letter of intent signed by Library by 8/3 1/05 (attached hereto as Exhibit “1”)
SIRSI. NET Year One Years 2-5
Sirsi.net Modules
Professional Services
Other Services
$ 52,345 $ 52,345
$ 16,500 NIA
Hardware
Subtotal Sirsi.net Modules $68,845 $52,345
LOCALLY HOSTED MODULES Year One Second h
Subsequent Years
Locally Hosted Modules $25,468.06* $ 4,535**
Subtotal Locally Hosted Modules $25,468.06* $ 4,535
TOTAL Sirsi.net & Locally $94,313.06 $56,880
Hosted Modules
*Note: Locally hosted modules will be invoiced separately from Sirsi.net. The Year One Cost for the Locally Hosted
Software shall be payable to SirsiDynix within thuty (30) days after receipt of an invoice.
**Note: Second and subsequent years maintenance on Locally Hosted Software is an estimate. Cost may vary depend on
SirsiDynix then-current charges for the then-current number of users.
Sirsi.net License Agreement City of Carlsbad Page 19 of 23
Schedule D
to the
Sirsi.net License Agreement
Sirsi.net Sitefimplementation Schedule
Site: Carlsbad City Library (Dove Library)
1775 Dove Lane
Carlsbad, CA 9201 1
Additional Library Locations:
Georgina Cole Library
1250 Carlsbad Village Drive
Carlsbad, CA 92008
Adult Learning Program
1207 Carlsbad Village Dr.
Suite 0
Carlsbad, CA 92008
Centro de Informacion
3333 Harding Street
Carlsbad, CA 92008
Implementation Schedule:
A mutually agreed detailed implementation schedule and Installation Date will be developed within ten days of
all parties executing this Agreement. Such mutually agreed implementation schedule shall be referenced as
Schedule C and become part of this Agreement.
Sirsi.net License Agreement
City of Carlsbad
Page 20 of 23
Schedule E
Computer Requirements for Software
hstomer requirements for connection to the Sirsi.net Software listed in Schedule “A-Sirsi.net
;oftware” are an Internet connection and a PC with minimum requirements as listed.
Standalone WorkFlows
Windows 2000 or XP
0 256MBFU.M
0
0
TCPAPnetwork
WorkFlows 2003 and prior
60 MB free hard disk space
800x600 or better screen display
0
0 Pentium processor
0 128MBmemory
0 20MB disk space
0
0 TCPAPnetwork
Windows 95,98, XP, NT, 2000
800x600 or better screen display
WorkFlows 2004
0 Windows 2000 or XP
256MBRAM
0
0
0
0 TCPAPnetwork
700 MHz or greater processor speed
60 MB free hard disk space
1024x768 or better screen display
SirsiDynix recommends the purchase of the following peripherals:
A network or local supported printer, minimum of Windows 95 or later, and Barcode scanner.
Sirsi.net License Agreement
City of Carlsbad
Page 21 of 23
Schedule F
to the
Sirsi.net License Agreement
iBistro/iLink Data Stream Subscription Services Agreement
THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is made by and between the Parties, Sirsi Corporation d/b/a
SirsiDynix, a Delaware corporation having its principal offices at 101 Washington Street SE, Huntsville Alabama USA 35801, (hereinafter
referred to as “SirsiDynix”) and the City of Carlsbad, a municipal corporation of the State of California, on behalf of the Carlsbad
City Library ( (hereinafter referred to as “LIBRARY” or “the LIBRARY”) to establish the terms and conditions for provision of
BistroIiLink subscription services.
Section 1. Term.
The term of the subscription shall be for one year from the date of access to the iBistro/iLink Data Stream. This Subscription Agreement shall
continue for one year from such commencement date and can be renewed for successive one year periods upon receipt of the annual
Subscription Fees payment or and acceptable purchase order, unless notice of non-renewal is received, by either party from the other, not less
than thirty (30) days prior to the end of the then current one year period.
Section 2. Subscription Fees.
The Subscription Fee, detailed in Schedule A, is billed prior to LIBRARY’s access to the iBistro/iLink Data Stream content. Upon
installation of the initial iBistrohLink Data Stream, the annual Subscription Fees are not refundable. The LIBRARY agrees to pay any taxes
arising out of this Subscription Agreement, with the exception of taxes based on SirsiDynix’s net income.
Section 3. Subscription.
During the one year term of this Subscription Agreement and while the iBistro/iLink Suite Software module is under a current SirsiDynix
maintenance agreement, SirsiDynix will supply the LIBRARY with the currently available updated iBistro/iLink Data Stream content
enrichment, which may include best sellers, popular web sites, reviews, tables of contents, book jacket images, synopses and annotations,
author notes, and access to MARC records of selected Web sites. The LIBRARY will access such content enrichment (including one copy of
the related documentation when appropriate) via an Internet connection download. The LIBRARY acknowledges and agrees that whenever
content enrichment derived from the iBistrohLink Data Stream is delivered to the LIBRARY or LIBRARY end user, such content enrichment
may not be modified, resold, sublicensed or commercially exploited in any way.
SirsiDynix does not guarantee that the content enrichment matches all of the LIBRARY’s titles.
Section 4. Governing Terms.
Any Software, subscription, programming and/or documentation provided under this Subscription Agreement shall be governed by the
licensing terms, proprietary rights, warranties, limitations of liability and restrictions contained in the agreements between SirsiDynix and the
LIBRARY under which the LIBRARY’s licensed rights for the Software and maintenance of the Software were established. LIBRARY will
not modify or remove from the Software its applicable trademark or trade name, without SirsiDynix’s prior written consent.
Section 5. Termination.
In the event (i) of a breach by the LIBRARY of any of the LIBRARY’s obligations hereunder; (ii) of a termination for any reason of the
agreements between SirsiDynix and the LIBRARY under which the LIBRARY’s licensed rights for the Software or maintenance of the
Software were established; or (iii) of any modification of the Software by or on behalf of the LIBRARY, then, in addition to any other
remedies available, SirsiDynix may, at its option, terminate this iBistro/iLink Data Stream Subscription without any continuing obligation to
LIBRARY.
Section 6. Entirety of Agreement.
Any additional or different terms, which may be contained in any document furnished by LIBRARY to SirsiDynix, are hereby rejected, related to
this Subscription Agreement. SirsiDynix’s provision of any product or services shall not be deemed an acceptance of such additional or different
ts between SirsiDynix and the LIBRARY under which the LIBRARY’s licensed rights
established are the full and complete understanding between the parties.
ubscription Agreement on the date last written below.
v
Name: 5 LN 4 MU$$
Title: ~
Name:- A. TpWiS. Mayor
Title: Mayor -~
Date: -05 Date: Od - Lf, &of-
Sirsi.net License Agreement
City of Carlsbad
Page 22 of 23
EXHIBIT "A"
to the
iBistro Data Stream Subscription Services Agreement
No. sf Patrons ANNUAL Subscriptisn Fee
95,000 (Estimated) The annual subscription fee of $9,500 for the transferred
subscription was prepaid for five (5) years beginning February
1,2004 and ending January 3 1,2009 (the "Prepaid Term") This
prepaid purchase price will not increase if the number of
registered patrons exceeds this estimate during the Prepaid
Term. After the Prepaid Term has expired, annual subscription
fees for Bistro Datastream content will be based on
SirsiDynix's then-current rate for the then-current number of
patrons.
Sirsi.net License Agreement
City of Carlsbad
Page 23 of 23
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