HomeMy WebLinkAbout2015-07-14; City Council; 22028; Agreement Radio Frequency, Self-Check Library, Sirsi CorporationCITY OF CARLSBAD - AGENDA BILL
AB# 22,028 APPROVING AND AUTHORIZING AN AGREEMENT FOR
RADIO FREQUENCY IDENTIFICATION AND SELF-CHECK
LIBRARY SYSTEMS WITH SIRSI CORPORATION IN AN
AMOUNT OF $649,959
DEPT. DIREg;OR^|*^
DATE 7/1«/15
APPROVING AND AUTHORIZING AN AGREEMENT FOR
RADIO FREQUENCY IDENTIFICATION AND SELF-CHECK
LIBRARY SYSTEMS WITH SIRSI CORPORATION IN AN
AMOUNT OF $649,959
CITY ATTY.>^^
DEPT. LIB
APPROVING AND AUTHORIZING AN AGREEMENT FOR
RADIO FREQUENCY IDENTIFICATION AND SELF-CHECK
LIBRARY SYSTEMS WITH SIRSI CORPORATION IN AN
AMOUNT OF $649,959 CITY MGR.
RECOMMENDED ACTION:
Adopt Resolution No. ^015-184 approving and authorizing an agreement for radio frequency
identification (RFID) and self-check library systems with Sirsi Corporation (Exhibit 1).
ITEM EXPLANATION:
Since 2003, the Carlsbad City Library (Library) has offered self-service technologies that improve its
efficiency in circulating 1.3 million items annually. These technologies have reduced labor costs, and
allowed staff to be redeployed to provide value-added direct customer services rather than repetitive
handling of materials. The Library currently uses self-check units, which allows customers to scan their
library card, check out/in their own materials and electronically pay associated fees.
Library patrons have demonstrated their comfort in using RFID technology, with over sixty percent of
annual checkouts taking place at the self-check units. However, the Librar/s RFID systems and
automated materials handling services are neariy a decade old and are in need of upgrade to reach the
long-term goal of more than eighty five percent. Additionally, the city needs to comply with new credit
card industry security standards, which current systems cannot support.
A request for proposals was issued and four submittals were received. After a rigorous evaluation and
negotiation, SirsiDynix was selected to enter a five year agreement with the city (Exhibit 2). If approved,
the new equipment will be purchased in phases to coincide with Library modernization and redesign
projects scheduled for both the Georgina Cole Library and the Dove Library in fiscal year 2015-16.
FISCAL IMPACT;
The total not to exceed contract amount, including initial equipment costs and annual maintenance over
the full agreement term, is $649,959. Funding is available in the Library & Cultural Arts operating budget.
No additional appropriations are required.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the
meaning of CEQA, and therefore does not require environmental review.
2015-184
1. Resolution No. approving and authorizing an agreement for radio frequency identification and
self-check library systems with Sirsi Corporation
2. Agreement with Sirsi Corporation for RFID and self-check library systems
DEPARTMENT CONTACT: Heather Pizzuto 760-602-2056 heather.pizzuto@carlsbadca.gov
FOR CLERK USE. J COUNCIL ACTION: APPROVED • CONTINUED TO DATE SPECIFIC •
DENIED • CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
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EXHIBIT 1
1 RESOLUTION NO. 2015-184
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
3 CALIFORNIA, APPROVING AND AUTHORIZING AN AGREEMENT FOR
RADIO FREQUENCY IDENTIFICATION AND SELF-CHECK LIBRARY
4 SYSTEMS WITH SIRSI CORPORATION IN AN AMOUNT OF $649,959.
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g WHEREAS, the city's radio frequency identification and self-check library systems are in
7 need of upgrade and replacement to meet operational goals and objectives; and
^ WHEREAS, the Library & Cultural Arts Department solicited requests for proposals and
received four submittals from qualified firms; and
WHEREAS, staff reviewed the submittals and negotiated an agreement with Sirsi
Corporation, which staff recommends executing; and
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23 WHEREAS, funding for the project is available in the Library & Cultural Arts Department
14 operating budget; and
NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Carisbad, California
as follows:
1. That the above recitations are true and correct.
2. That the qualifications and price submitted by Sirsi Corporation for radio frequency
20 identification and self-check library equipment and services are acceptable and the
21 Mayor is hereby authorized to execute a professional services agreement with Sirsi
Corporation for a not to exceed amount of $649,959.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the M*'' day of July, 2015, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Blackburn, Schumacher, Wood, Packard.
None.
ABSENT: None.
L, Mayor
ATTEST:
BARBARA ENGLESOI^City Clerk
(SEAL) .o^i^^^-^^'X
EXHIBIT 2
SirsiDynix
SirsiDynix & Carlsbad City Library Sales Agreement
Effective: \ul(A 2015
www.SirsiDynix.com
SirslDynix/SirsiDynix Contractual Reseller Agreement, page 2 of 24
SirsiDynix'
Sales Agreement
This "Agreement" is made, entered, and effective this O day of \JLUAJ , 2015, by Sirsi Corporation (dba
SirsiDynix), a corporation in the State of Delaware, USA, vvith officexxit B300 /Ibrfh Ashton Blvd., Suite 500, Lehi, UT
84043 (hereinafter refeired to as "SirsiDynix") and the City of Carisba^^ Calramia municipal corporation located
at 1635 Faraday Ave., Carisbad, CA 92008 (hereinafter referred to as "City").
RECITALS
WHEREAS, City desires to implement Automated Materials Handling (AMH) and Radio Frequency Identitication
(RFID) systems on its premises, and;
WHEREAS, SirsiDynix is willing to provide such products and services that together comprise the system(s) listed
above and is willing to provide such products and services pursuant to all the terms and conditions in the
Agreement;
NOW THEREFORE, in consideration of the mutual covenants of the parties, and other good and valuable
consideration, the receipt and sufticiency of which are hereby acknov^ledged, SirsiDynix and City have agreed
and do hereby enter into this Agreement according to the provisions set forth herein:
WITNESSETH: In the event of conflicting provisions, all documents shall be constiued according to the following
priorities:
1. Any properiy executed amendment or change order to this contract (most recent with first priority), and
2. This conti'oct, and
3. Any attachments included vM) this conti'act.
DEFINITIONS
• Services: means the activities carried out by SirsiDynix or its subcontractors, e.g. ti-aining, installation,
maintenance, and support.
• Woric: means the labor performed by SirsiDynix and/or its sub-conti-actors to implement Products.
• Equipment: means specitic hardware/software components provided to the City by SirsiDynix or its
subconti-actors.
• System: means the project as a v\/hole.
SCOPE OF WORK AND FEES
SirsiDynix will provide the Products/Services at the prices noted in Exhibit 1, to include all software and
hardware, shipping, installation, configuration, and training. City will provide electrical, LAN
connection, access to network, Windows Domain account access, any 3rd party software or
interfaces that may be required for equipment operation. City is also responsible for any SIP2 licenses
(as applicable) and/or for all licenses and permits required for the execution of the work, such as
construction beyond the scope of services detailed here.
Upon execution of the Agreement, SirsiDynix will order and ship to the City - with agreed upon delivery
dates - the products identified in Exhibit 1, plus all applicable software, including smartadmin™
remote monitoring solution. Prior to system implementation, the City will remove all existing self-
checkout kiosks and security gates. SirsiDynix will remove the existing Automated Materials Handling
system diverter components located at the Dove Library.
This will be followed by installation and training by Bibliotheca technicians in line with the City's
preferred dates and times to the extent possible. Training will be provided to staff as well as to system
administrators. Established courses are available as are additional training segments required by the
City. Upon Go-Live, the one year system warranty is activated as outlined in Exhibit 2.
www.SirsiDynix.com
5
SirsiDynix*
SirslDynix/SirsiDynix Contractual Reseller Agreement, page 3 ot 24
Payment by the City is due Net 30. Taxable items will be detailed on the Purchase Order (PO);
however, per California law, sales of tangible items are generally subject to sales tax, while services
are not.
TERM AND TERMINATION
Term
The Effective Date of commencement of this Agreement shall be the date indicated above. The Term of this
Agreement shall begin on the Effective Date and shall extend for the length of the term per schedule contained
in Exhibit 1 at the end of acceptance outiined below, unless terminated eariier under one of the termination
provisions contained in this Agreement.
The initial term of this Agreement shall extend five (5) years from the projected Dove Ubrary Go Live
date of May, 2016, with the first year warranty commencing on the Dove Library Go Live date. Go
Live Date means, with respect to SirsiDynix Software license orders, the date on which the Software is
accepted by City for operational use for normal daily business at each library facility, including
performing core functions forwhich it was intended. Parties agree that Go Live date may be different
for each library facility.
Subcontracting
City recognizes that Bibliotheca, LLC and Comprise Technologies are primary subcontractors of
SirsiDynix under this Agreement and that other subcontractors may also be used. SirsiDynix will not
subcontract any portion of the Services without prior written approval of City. SirsiDynix will be fully
responsible to City for the acts and omissions of SirsiDynix's subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as SirsiDynix is for the acts and omissions of
persons directly employed by SirsiDynix. Nothing contained in this Agreement will create any
contractual relationship between any subcontractor of SirsiDynix and City. SirsiDynix will be responsible
for payment of subcontractors. SirsiDynix will bind every subcontractor and every subcontractor of a
subcontractor by the terms of this Agreement applicable to SirsiDynix's work unless specifically noted
to the contrary in the subcontract and approved in writing by City.
Termination
In the event of the SirsiDynix's failure to prosecute, deliver, or perform the Services, City may terminate this
Agreement for nonperformance by notifying SirsiDynix by cerfitied mail of the termination. If City decides to
abandon or indefinitely postpone the Woric or Services contemplated by this Agreement, City may terminate this
Agreement upon written notice to SirsiDynix. Upon notification of termination, SirsiDynix has five (5) business days
to deliver any documents owned by City and all Vsoric in progress to City address contained in this Agreement.
City will make a determination of fact based upon the woric product delivered to City and of the percentage of
Woric that SirsiDynix has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Bther party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In
this event and upon request of City, SirsiDynix will assemble the woric product and put it in order for proper filing
and closing and deliver it to City. SirsiDynix will be paid for Woric performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as
to the portions of tasks completed and the compensation to be made.
DUTIES OF SIRSIDYNIX
1. SirsiDynix agrees to provide the Equipment and Services in Exhibit 1.
2. While performing the Services, SirsiDynix will exercise the reasonable professional care and skill customarily
exercised by reputable members of SirsiDynix's profession and will use reasonable diligence and best
judgment while exercising its professional skill and expertise.
www.SirsiDynix.com
6
SirsiDynix"
SirslDynix/SirsiDynix Contractual Reseller Agreement, page 4 ot 24
3. Except where explicitly noted and agreed to by the City upon receipt of proper waivers, SirsiDynix will comply
with all local laws, ordinances, and regulations bearing on the performance of the Woric.
4. SirsiDynix shall enforce good order and discipline among its employees and subconti'actors, if any, and shall
keep woric areas reasonably ft'ee from waste materials and rubbish resulting ft-om its operations.
5. SireiDynix shall deliver products and perform its services as expeditiously as is consistent with professional skill
and care and the orderiy progress of the Woric.
6. SirsiDynix will compensate all company employees and subconft-actors, if used, for all woric performed in the
execution of the project.
7. SirsiDynix will have the authority to act on behalf of the City only to the extent provided in this Agreement
unless otherwise modified by written instrument.
8. SirsiDynix will supply City with written invoices according to the payment schedule specified in the Agreement
or, if not specified, following shipment of products to the City. Unless otherwise stated and agreed to in writing,
SirsiDynix is not responsible for the collection or payment of any duties, excise, sales, use property, retailers,
occupation, business, or similar tax. The amount of any such taxes which are payable in accordance witii
the provisions of any statijte or rules, regulations or decision of any taxing authority, will be paid by the City.
9. SirsiDynix agrees that ti'tle to all Woric and Equipment covered by an invoice for payment will pass to the City
upon receipt of such payment.
10. SirsiDynix warrants products in accordance with the warranty attached to this Agreement (Exhibit 2).
11. SirsiDynix agrees to support and maintain products during the first year of operation in accordance with
document entitled Annual Maintenance and Support for SirsiDynix Products (Exhibit 3).
12. Following the first year, SirsiDynix agrees to continue to support and maintain products supplied under this
Agreement for the period(s) specitied in the Equipment Maintenance and Lifespan Policy (Exhibit 4), on a
year by year basis, contingent upon the City's payment in advance for such support and maintenance.
13. SirsiDynix represents that in the performance of the Woric, duties, and obligations assumed by it under this
Agreement that it is acting and performing as an independent contractor and shall act in an independent
capacit/ and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the City.
14. SirsiDynix agrees to indemnify and hold harmless City fi'om all claims and suits for loss of or damage to property,
including loss of the use thereof, or injuries including death to persons, and fi'om all judgments recovered
therefore, and ft'om all expense in defending said claims or suits, including court costs, attomey fees and other
expenses, caused by an act or omission of SirsiDynix and/or its subconti'actors, their respective agents,
servants and employees woricing on the project and not caused by the fault or negligence of the City.
15. SirsiDynix will obtain and maintain for the duration of the Agreement any and all amendments, insurance
against claims for injuries to persons or damage to property which may arise out of or in connection with
performance of the Services by SirsiDynix or SirsiDynix's agents, representatives, employees, and
subconti'actors. The insurance will be obtained ft'om an insurance carrier admitted and authorized to do
business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not
less than "A-:VII"; OR with a surplus line insurer on the State of Califomia's List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer
listed by the National Association of Insurance Commissioners (NAIC) latest quarteriy listings report.
www.SirsiDynix.com
1
SirsiDynix"
SirslDynix/SirsiDynix Controctual Reseller Agreement, page 5 ot 24
15.1 Coverage and Limits. SirsiDynix will maintain the types of coverage and minimum limits indicated below,
unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of
coverage will not consti'tute any limitations or cap on SirsiDynix's indemniticati'on obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by SirsiDynix pursuant to this Agreement are adequate to protect
SirsiDynix. If SirsiDynix believes that any required insurance coverage is inadequate, SirsiDynix will obtain
such additional insurance coverage, as SirsiDynix deems adequate, at SirsiDynix's sole expense. The full
limits available to the named insured shall also be available and applicable to the City as an additional
insured.
15.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for
bodily injury, personal injury and property damage. If the submitted policies contain
aggregate limits, general aggregate limits will apply separately to the woric under this
Agreement or the general aggregate will be twice the required per occurrence limit.
15.1.2 Automobile Liability, (if the use of an automobile is involved for SirsiDynix's woric for City).
$1,000,000 combined single-limit per acddent for bodily injury and property damage.
15.1.3 Woricers' Compensation and Employer's Liabilit/. Woricers' Compensation limits as required by
the California Labor Code. Woricers' Compensation will not be required if SirsiDynix has no
employees and provides, to City's satisfaction, a declaration stating this.
15.1.4 Professional Liability. Errors and omissions liability appropriate to SirsiDynix's profession with limits
of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the woric.
15.2 Additional Provisions. SirsiDynix will ensure that the policies of insurance required under this Agreement
contain, or are endorsed to contain, the following provisions:
15.2.1 The City will be named as an additional insured on Commercial General Uability which shall
provide primary coverage to the City.
15.2.2 SirsiDynix will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
15.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and
will not be canceled without thirty (30) days prior written notice to City sent by certified mail
pursuant to the Notice provisions of this Agreement.
15.2.4 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, SirsiDynix will fumish certificates of insurance and endorsements to City.
15.3 Failure to Maintain Coverage. If SirsiDynix fails to maintain any of these insurance coverages, then City
will have the option to declare SirsiDynix in breach, or may purchase replacement insurance or pay the
premiums that are due on existing policies in order to maintain the required coverages. SirsiDynix is
responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments ft'om SirsiDynix or deduct the amount paid ft'om any sums due SirsiDynix under this Agreement.
15.4 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certi"fied
copies of any or all required insurance policies and endorsements.
16. Business License Required. SirsiDynix will obtain and maintain a City of Carisbad Business License for the term
of the Agreement, as may be amended ft'om time-to-time.
DUTIES OF OTY
1. City will inspect all products immediately upon delivery, noting damage to extemal packaging and/or
contents on the delivery receipt or bill of lading. City will immediately notify SirsiDynix of such damage. City
understands that failure to immediately report damage may result in the inability to file claims with the shipper
www.SirsiDynix.com
SirsiDynix'
SirslDynix/SirsiDynix Contractual Reseller Agreement, page 6 ot 24
or insurance companies. Damages not covered as a result of the Cit/'s failure to examine or report are the
full responsibility of the City.
2. Cit/ will issue purchase orders to SirsiDynix in writing for the Equipment and Services listed in Exhibit 1, noting
desired delivery dates that will not be eariier than sixty days following receipt of the purchase order by
SirsiDynix.
3. Unless noted otherwise on the purchase order. City will be prepared to receive products ft'om the date of its
purchase order. The specitic date for delivery and commencement of installation shall be agreed upon in
consultation between the City and SirsiDynix. Should City, due to delays in constixjction or for any other
reason, not be prepared to accept delivery on or before the stated desired delivery date on the purchase
order, SirsiDynix will delay without penalty the shipment of product for up to two weeks following that date as
long as no cost-incurring changes are required in the SirsiDynix technician's installation schedule. Furthermore,
as SirsiDynix will be required to store the equipment until City accepts delivery, Cit/ will be charged 0.5% of
the purchase price of the system and/or products each month until system and/or products are shipped and
received by City.
4. City does not have a tiuck high dock at any of its facilities and can accept deliveries only during Ubrary
business hours. Ubrary Learning Center equipment shall be delivered to 3368 Eureka Place, Carisbad, CA
92008. Cole Library equipment shall be delivered to 1250 Carisbad Village Drive, Carisbad, CA 92008. Dove
Ubrary equipment and all RFID equipment shall be delivered to 1775 Dove Lane, Carisbad, CA 92011.
Btimated delivery periods are identitied in Exhibit 1.
5. City will remit payment in U.S. Dollars.
6. Payments for products/services are due within thirty days of invoice receipt.
7. Support and maintenance is invoiced prior to the start of the contract year and is due within thirty days of
invoice.
8. If City claims exemption ft'om any taxes imposed by any taxing authority. City will save SirsiDynix harmless ft'om
any such tax, together with any interest, tines, or penalties thereon, which may at any time be assessed
against it by reason of the fact that such Woric or portion thereof is held to be taxable by the taxing authority.
In the event that the City is exempt ft'om such taxes or should City elect to pay such taxes directly to the taxing
authority, then City shall provide SirsiDynix with a valid tax exemption certiticate or similar document in form
satisfactory to SirsiDynix.
9. City is responsible for security and paying for all licenses and permits required for execution of the woric.
10. City will designate a primary and secondary contact person for the purpose of coordinating with SirsiDynix
representatives all technical aspects and implementation of the system(s). The Cit/'s primary contact shall
be the Senior Business Systems Specialist or designee; the City's secondary contact shall be the Business
Systems Associate or designee.
11. Individuals designated above will promptiy provide to SirsiDynix all information needed by SirsiDynix for
implementation of the system.
12. City warrants that the project is located on real property owned by the City and that access to such real
property will be ftjmished to SirsiDynix at such times and on such dates as SirsiDynix may reasonably require in
connection with the execution and completion of the Woric. City will provide a clear path for access to and
ft'om the installation site for personnel and equipment. Unless noted in the Scope of Woric, City will ensure that
not later than the scheduled start of installation date, the installation site is ft'ee and clear, that all civil woric
and necessary removal or moditications of existing equipment or buildings is concluded, and that all
necessary City provided inft'ostiucture, including but not limited to elecftical and networic connections, is in
www.SirsiDynix.com
Sirsil>ynix"
SirslDynix/SirsiDynix Contractual Reseller Agreement, page 7 ot 24 """"
place according to SirsiDynix specitications. City will be fully responsible for all costs associated with the failure
of the City to meet these requirements. These costs include, but are not limited to, additional woric performed
by SirsiDynix to prepare the site, additional time required for installation and ti'aining, and the additional costs
associated with required travel.
13. City understands that the proper performance of the system depends upon a thorough understanding and
implementation of the installation and operating instiucti'ons provided by SirsiDynix. City is responsible for
ensuring that all staff, volunteers and others who perform services at the City's behest are ftjily ti'ained in the
operation of the system components with which they are woricing. SirsiDynix shall provide written user
documentation covering all concepts required to attain a thorough understanding of the installation,
configuration, and operating instiucti'ons for all Equipment.
14. City will report all system problems to SirsiDynix or its designated subconti'actor.
15. At City or SirsiDynix's request, Cit/ will allow SirsiDynix access at the City's discretion to generate system reports
as may be needed..
16. City will not modify SirsiDynix hardware or software without tirst notifying SirsiDynix, with the exception of
customer accessible contiguration files.
17. City agrees to permit SirsiDynix reasonable remote access to support the System as demonstrated
in Exhibit 1.
18. City represents that any software provided under this Agreement is the intellectijal property of SirsiDynix or its
subconti'actor(s) and is protected by law, including copyright laws and intemational ti"eaties. Copies of
software may not be made without the expressed written consent of a SirsiDynix or its subconti'actors'
authorized representative with the exception of system backups for recovery purposes.
19. City shall take all reasonable steps to protect SirsiDynix's intellectual property rights.
MISCELLANEOUS
1. Force Majeure. The parties to this Agreement will not be liable for any delay or failure to perform their
obligations if that failure or delay is due to any cause or condition beyond the conti'ol of that party and, in
particular, without limitation, any failure, damage or loss due to fire, flood, exposure or any act of God,
industiial disturtDance, failure of electiical telecommunications networics, acts of vandalism, sabotage, civil
services, war, changes in legislation or regulations of any govemment or govemmental agency, reftjsal or
revocation of any license or consent by the govemment of any authority.
2. Indemnification. SirsiDynix agrees to indemnify and hold harmless City and its officer, officials, employees
and volunteers fi'om and against all claims, damages, losses and expenses including attorneys' fees arising
out of the performance of the woric described herein caused by any negligence, recklessness, or willful
misconduct of the SirsiDynix, any subconti'actor, anyone directiy or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
3. The parties expressly agree that any payment, attomey's fee, costs or expense City incurs or makes to or on
behalf of an injured employee under the City's self-administered woricers' compensati'on is included as a loss,
expense or cost for the purposes of this secti'on, and that this section will survive the expiration or eariy
terminati'on of this Agreement.
4. Change orders. City is ftjIly responsible for any and all costs that are incurred as a result of changes initiated
by City to this Agreement, to any other conti'act signed between SirsiDynix and the City related to the Woric,
to any Purchase Order issued to SirsiDynix by the City related to the Woric, and to any instructions provided to
SirsiDynix by the City related to the Woric.
www.SirsiDynix.com
SirsiDynix"
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 8 ot 24
5. Accounting Records. SirsiDynix will maintain complete and accurate records witin respect to costs incurred
under this Agreement. All records will be cleariy identi'fiable. SirsiDynix will allow a representative of City during
normal business hours to examine, audit, and make ti-anscripts or copies of records and any other documents
created pursuant to this Agreement. SirsiDynix will allow inspection of all woric, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years ft'om the date of final payment under
this Agreement.
6. Severability. Should any court of competent jurisdiction declare any provision of this Agreement invalid, then
such provision shall be severed and shall not affect the validity of the remaining provisions of this Agreement.
7. Costs and Expenses. Each party will pay its own costs and expenses in relation to the negotiations leading up
to and in relati'on to the preparation, execution and carrying into effect of this Agreement and all other
documents referred to in it. In the event that either party deems it necessary to take legal action to enforce
any provisions of this Agreement, the prevailing party shall be entitied to reasonable attomey fees and court
costs at all stages of litigation.
8. Notices. Notices shall be provided in writing to the contacts stated in Exhibit 6.
9. Headings. The headings in this Agreement are for convenience and reference and are not intended to
define or limit the scope of any provision of this Agreement.
10. Third Parties. Nothing contained in this Agreement shall create a conft-actual relationship with era cause of
acti'on in favor of a third party against the parh'es to this Agreement.
11. Inter-Local Purchase. To the full extent permitted by local, state and federal law, the prices, terms
and conditions of this agreement, in part or in whole, may be extended to other similar
governmental and non-governmental bodies without restriction and without compensation. The
aforemenrioned bodies may or may not be affiliated with the parties to this agreement through
a purchasing cooperative, inter-local participation agreement, consortium or other cooperative
agreement designed to extend contractual terms agreed to by any one member to all members
of the cooperative group.
12. The City shall have access to all SirsiDynix Equipment and Services that are part of this Agreement.
13. General Compliance with Laws. SirsiDynix will keep fully informed of federal, state and local laws
and ordinances and regulations which in any manner affect those employed by SirsiDynix, or in
any way affect the performance of the Services by SirsiDynix. SirsiDynix will at all rimes observe and
comply with these laws, ordinances, and regulations and will be responsible for the compliance
of SirsiDynix's services with all applicable laws, ordinances and regularions. SirsiDynix will be aware
of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those
requirements, including, but not limited to, verifying the eligibility for employment of all agents,
employees, subcontractors and consultants whose sen/ices are required by this Agreement.
14. Discrimination and Harassment Prohibited. SirsiDynix will complywith all applicable local, state and
federal laws and regulations prohibiring discrimination and harassment.
15. Dispute Resolution. If a dispute should arise regarding the performance of the Services the
following procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of SirsiDynix or City will reduce such
questions, and their respective views, to wriring. A copy of such documented dispute will be
forwarded to both parties involved along with recommended methods of resolution, which would
www.SirsiDynix.com
ii
SirsiDynix"
SirslDynix/SirsiDynix Contractual Reseller Agreement, page 9 ot 24
be of benefit to both parries. The representative receiving the letter will reply to the letter along
with a recommended method of resolution within ten (10) business days. If the resolurion thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded
to the City Manager. The City Manager will consider the facts and solutions recommended by
each party and may then opt to direct a solurion to the problem. In such cases, the action of the
City Manager will be binding upon the parties involved, although nothing in this procedure will
prohibit the parties from seeking remedies available to them at law.
16. Claims and Lawsuits. By signing this Agreement, SirsiDynix agrees that any Agreement claim
submitted to City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anriciparion of litigarion or in conjuncrion with Iirigation. SirsiDynix acknowledges that if
a false claim is submitted to City, it may be considered fraud and SirsiDynix may be subject to
criminal prosecution. SirsiDynix acknowledges that California Government Code sections 12650 et
seq., the False Claims Act applies to this Agreement and, provides for civil penalries where a
person knowingly submits a false claim to a public entity. These provisions include false claims
made with deliberate ignorance of the false informarion or in reckless disregard of the truth or
falsity of informarion. If City seeks to recover penalties pursuant to the False Claims Act, it is enritled
to recover its Iirigation costs, including attorney's fees. SirsiDynix acknowledges that the filing of a
false claim may subject SirsiDynix to an administrative debarment proceeding as the result of
which SirsiDynix may be prevented to act as a SirsiDynix on any public work or improvement for a
period of up to five (5) years. SirsiDynix acknowledges debarment by another jurisdiction is grounds
for City to terminate this Agreement.
17. Jurisdiction and Venue. Any action at law or in equity brought by either of the parties for the
purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties waive all
provisions of law providing for a change of venue in these proceedings to any other county.
18. Successors and Assigns. It is mutually understood and agreed that this Agreement will be binding
upon City and SirsiDynix and their respective successors. Neither this Agreement nor 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. SirsiDynix shall provide notification to
the City within 24 hours upon any change in ownership or executive leadership.
19. Entire Agreement. This Agreement, together with any other written document referred to or
contemplated by it, along with the purchase order for this Agreement and its provisions, embody
the entire Agreement and understanding between the parries relating to the subject matter of it.
In case of confiict, the terms of the Agreement supersede the purchase order. Within the
Agreement, in case of confiict, the terms of the Agreement will supersede any attachments.
Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged
except in a wrifing signed by both parties.
Intentionally left blank
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SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 10ot24 Sirsil>ynix
20. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf
of SirsiDynix each represent and warrant that they have the legal power, right and actual authority
to bind SirsiDynix to the terms and condifions of this Agreement.
SIRSI CORPORATION, a corporation ofthe State of
Delaware
CITY OF CARLSBAD, a municipal corporation ofthe
State of California
(print name/title)
By:
MATT
Mayor
rrffALL^
ATTEST:
(sign here) Bif^RBARA ENGLESQ
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation.
Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal
empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. ttorney
^^Ws^stant City Attorney
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15
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 11 of 24
SirsiDynix"
Exhibit 1: Work & Products to Be Provided
Following this page and forming a part of the Sales Agreement is SirsiDynix's work to be performed
and Sen^ices and Equipment to be provided to the City. Total Not to Exceed Agreement Amount:
$649,959.00, which includes initial equipment costs of $494,749.00 plus ongoing maintenance as
detailed below, over the term of the agreement.
Schedule
Go Live date + 1 year equals wan-anty period. Final Acceptance equals Go Live date + 30 days.
Location Go Live
Library Learning Center October 2015
Cole Library February 2016
Dove Library May 2016
RFID PRICING SHEET
Equipment QUANTITY PRICE PER
UNIT
EXTENDED
PRICE
RFID Staff Workstafions (inclusive of pad
antenna and RFID reader)
10 745.00 7,450.00
Annual Hardware and Software Maintenance
for Staff Workstations Free for the 1 Year
Software System License 1 16,995.00 16,995.00
smartadmin'^'^ license for remote self-checkout
kiosks management
11 185.00 2,035.00
Installafion (All locations: hardware, RFID,
Dove, Cole, LLC)
4,000.00
Shipping (All locations: hardware, RFID, Dove,
Cole, LLC)
3,800.00
Training and support Included
Hardware and Software Maintenance Free for the 1 Year
Includes applicable tax on RFID Staff
Workstarions
596.00
TOTAL COST YEAR ONE INCLUDING TAX: 34,876.00
Esrimated delivery date for all RFID Equipment: September 8, 2015
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If
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 12 ot 24
SirsiDynix"
RFID TAGS P RICING SHEET
PRODUCTS QUANTITY PRICE PER UNIT EXTENDED PRICE
ISO 28560-2 Compliant RFID Book Tags
(includes black logo prinring)
100,000 $0.17 $17,000
ISO 28560-2 Compliant RFID Book Tags 4,000 $0,145 $580
ISO 28560-2 Compliant Full Coverage RFID
Disc/Media Tags
6,000 $0.59 $3,540
Shipping and Handling 1 $660
Applicable tax $1,690.00
TOTAL COST YEAR ONE INCLUDING TAX: $23,470.00
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SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 13 ot 24
SirsiDynix"
PRICING SHEET FOR DOVE LIBRARY i
Required Components
Vendor
Description/Model
Number (Units)
PRICE PER
UNIT
EXTENDED
PRICE
Sorter with 11 sort desrinations including
two designarions easily converrible
between totes or high capacity bins. See
Appendix A for Dove AMH Oprion 2.
1 112,999.00 112,999.00
Printer configured to automatically print
hold slips located near staff inducfion Included
12 high capacity bins (four wheel lockable
swivel casters)
12 995.00 11,940.00
Receipt Printer at Patron Inducfions (2
total)
2 1,100.00 2,200.00
One internal patron induction - RFID Only Included
One external patron Induction- RFID Only Included
One staff Induction - RFID Only Included
Annual hardware and software
maintenance for AMH system Free forthe F'Year
smartadmin™ AMH remote management
license
2 185.00 370.00
Double-aisle security gates for front
entrance (direct mount)
1 7,495.00 7,495.00
smartadmin'T'^ Remote security gate
management license
1 185.00 185.00
Annual hardware and software
maintenance for security gates Free forthe T'Year
Self-checkout stafions (kiosk style)
Smartserve 1000s with Comprise SmartPay
terminals and Cash & Coin Payment
capabilities targeted payment functionality,
and associated reconciliation reporfing
6 14,982.00 89,892.00
Annual hardware and software
maintenance for self-check stafions Includes Payment Free for the 1" Year
Installafion
Included Shipping Included
Training
Included
Support
Included
Hardware and Software Maintenance Free forthe l^t Year
Includes applicable tax on AMH, bins,
receipt printers, gates and self-checkout
kiosks
17,962.00
TOTAL YEAR ONE COST INCLUDING TAX: 243,043.00
Credit amount for exisfing AMH diverter components is $9,663. This figure has already been
applied to the new AMH total of $112,999.
Paper for inifial operation of all holds printers, receipt printers and any other devices
requiring paper shall be provided by the SirsiDynix with full paper rolls.
Estimated delivery window for all Dove Library Equipment: April 4 - April 12, 2016.
Craig Chandler will be principal installer as part of onsite AMH installation team.
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SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 14 of 24
SirsiDynix"
PRICING SHEET FOR COLE LIBRARY
Required Components
Vendor
Description/Model
Number (Units)
PRICE PER
UNIT
EXTENDED
PRICE
Sorter with 7 sort desfinations including
two designarions easily converrible
between totes or high capacity bins. See
Appendix A for Cole AMH available space.
1 69,995.00 69,995.00
Printer configured to automatically print
hold slips located near staff inducfion Inc uded
8 high capacity bins (four wheel lockable
swivel casters)
8 995.00 7,960.00
Patron Receipt Printer (1) 1 1,100.00 1,100.00
One staff Induction(s) - RFID: + 1 patron int.
induction Included
Annual hardware and software
maintenance for AMH system Free for 1 Year
smartadmin'^'^ AMH remote management
license
1 185.00 185.00
Triple-aisle security gates for west
entrance (direct mount)
1 9,395.00 9,395.00
Double-aisle security gates for east
entrance (direct mount)
1 7,495.00 7,495.00
smartadmin''^'^ Remote security gate
management license
2 185.00 370.00
Annual Hardware and Software
Maintenance for Security Gates Free for 1 Year
Self-checkout starions (kiosk style)
Smartserve 1000s with Comprise SmartPay
terminals and Cash & Coin Payment
capabiliries, targeted payment
functionality, and associated reconciliafion
reporfing
4 14,982.00 59,928.00
Annual Hardware and Software
Maintenance for Self Check Stafions Includes Payment Free for Year
Installation
Included
Shipping
Included Training Included
Support
Included
Hardware and Software Maintenance Free for t he 1st Year
Includes applicable tax on AMH, bins,
receipt printer, gates and self-checkout
kiosks
12,471.00
TOTAL YEAR ONE COST INCLUDING TAX 168,899.00
• Paper for inifial operation of all holds printers, receipt printers and any other devices requiring
paper shall be provided by the SirsiDynix with standard full paper rolls.
• Esfimated delivery window for all Cole Equipment: November 30 - December 8, 2015.
• Craig Chandler will be principal installer as part of the onsite AMH installation team.
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17
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 15 ot 24 SirsiDynix"
PRICING SHEET FOR LIBRARY LEARNING CENTER
Required Components
Vendor
Description/Model
Number (Units)
PRICE PER UNIT EXTENDED
PRICE
Double-aisle security gates for front
entrance (direct mount)
1 7,495.00 7,495.00
smartadmin"^'^ Remote security gate
management license
1 185.00 185.00
Annual hardware and software
maintenance for security gates Free for 1 st Year
Self-checkout stafions (kiosk style)
Smartserve 1000s with Comprise SmartPay
terminals and Cash & Coin Payment
capabilities, targeted payment
functionality, and associated
reconciliation reporfing
1 14,982.00 14,982.00
Annual hardware and software
maintenance for self-service kiosk Includes Payment Free for 1st Year
Installation, shipping, training, support Included
Hardware and Software Maintenance Free for 1st Year
Includes applicable tax on Self-checkout
kiosk and gates
1,799.00
TOTAL YEAR ONE COST INCLUDING TAX 24,461.00
Esfimated deliver date of all Library Learning Center Equipment: September 8, 2015
Total equipment costs as shown above not to exceed: $494,749.
Maintenance Paid Annually with Minimum Five-Year Contract
Maintenance covering all equipment for all installafion locafions shall be paid annually so long
as monies are appropriated by the City Council wtthin the City's budget. Year 1 of annual
maintenance shall begin on projected Dove Library Go Live Date of May 2016.
Yearl Year 2 Year 3 Year 4 Years
Free $38,802.36 $38,802.36 $38,802.36 $38,802.36
Pavments to SirsiDvnix
Payments to SirsiDynix shall be processed as follows:
Payment 1 To be invoiced upon Shipping of Learning Center Equipment and written
acceptance of installation by City.
Payment 2 To be invoiced upon Shipping of Cole Library Equipment and written acceptance
of installation by City.
Payment 3 To be invoiced upon Shipping of Dove Library Equipment and written
acceptance of installation by City with confirmation of Go Live Date, estimated
for May 2016.
Payment 4 Year 2 of Annual Maintenance shall be paid on anniversary of Go Live Date
Payment 5 Year 3 of Annual Maintenance shall be paid on 2nd anniversary of Go Live Date
Payment 6 Year 4 of Annual Maintenance shall be paid on 3^^ anniversary of Go Live Date
Payment 7 Year 5 of Annual Maintenance shall be paid on 4*^ anniversary of Go Live Date
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SirsiDynix
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 16 of 24
Exhibit 2: One Year Limited Warranty
SirsiDynix warrants that the equipment provided in conjunction with any SirsiDynix developed and
supplied system(s) to be free from factory defects for a period of one year from the date of written
acceptance by the City after installation.
SirsiDynix will offer a 12-month, 100% money-back performance guarantee on all equipment
purchased and covered by a 12-month extended warranty or service agreement. If the system
does not perform to the level of performance outlined in the specification document for this
product, SirsiDynix must either make the system meet the specified performance level or refund the
entire purchase price and remove the system at no charge to the City.
This limited warranty does not extend to any SirsiDynix product which, as determined by SirsiDyinx
and in consultafion with the City, has been subjected to abuse, misuse, neglect, or accident.
Further, any abuse, misuse, neglect, improper installation, accident, enhancement, modification,
alteration or change made without SirsiDynix's written consent will invalidate SirsiDynix's Limited
Product Warranty.
In the event that it is determined the equipment failure is covered under this warranty, SirsiDynix
shall, at its sole option, repair or replace the piece of equipment with functionally equivalent or
better equipment and return such repaired or replaced equipment without charge for service or
return freight.
This limited warranty, except as to fitle is in lieu of all other warranties or guarantees, either express
or implied, and specifically excludes, without limitafion, warranfies of merchantability and fitness
for a particular purpose under the uniform commercial code, or arising out of custom or conduct.
The rights and remedies provided herein are exclusive and in lieu of any other rights or remedies.
In no event shall SirsiDynix be liable for any indirect or consequential damages, incidental
damages, damages to person or property, or other damages or expenses due directly or indirectly
to the purchased equipment, except as stated in this warranty. In no event shall any liability of
SirsiDynix exceed the actual amount paid to SirsiDynix for a specific piece of equipment involved
in the incident.
Unless specifically contracted otherwise, warranty service is provided under the terms and
condifions of SirsiDynix's standard yearly support and maintenance agreement with the exception
of any reference to software updates.
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SirsiDynix"
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 17 of 24
Exhibit 3: Terms and Conditions of Support and Maintenance
Billing cycle for Support and Maintenance will be on an annual basis beginning with the first
anniversary of the Dove Library Go Live Date.
I. Coverage. SirsiDynix will provide City support and maintenance services on an annual basis
subject to SirsiDynix's Equipment Maintenance Policy and payment of the annual Equipment
Support and Maintenance Fee. The following services will be provided during the period
covered as described below:
i. With the excepfion of consumable supplies (e.g. receipt paper, batteries), SirsiDynix will
repair or replace hardware components unless such failure is caused by City, as
determined by SirsiDynix in consultation with the City.
ii. SirsiDynix will guarantee the operational uptime of 98% for each component listed in
Exhibit 1. Operational uptime will be measured by the City as the operational downtime
in relationship to library business hours for City's facilities. (Business Hours - Operational
Downfime)/Business Hours = Operational Upfime. Library Business Hours = M-Th 7:30am -
9:00pm; Fri-Sun 7:30am - 5:00pm; Dove Library AMH Operational Hours = 24 hours per
day/7 days per week. Roufine maintenance on the AMH system will not be factored
into these totals.
iii. Installation of new or replacement equipment will not be considered complete until the
installafion is fully operational and functioning according to the product specificafions
and written acceptance from the City. An incomplete installafion will be subject to the
100% money-back performance guarantee (Exhibit 2).
iv. Replacement parts, whether new or refurbished, will be equal to or better than the parts
being replaced. Replacement parts will be provided on an exchange basis. End of
Support (EOS) for Hardware products is specified in the attached document entified
SirsiDynix Maintenance and Equipment Lifecycle Policy.
V. In the event that the City reports material bugs or defects in the Software, SirsiDynix shall
use commercially reasonable efforts to correct or replace the Software or provide the
services necessary to remedy any programming error attributable to SirsiDynix that
affects the functionality of the Software.
vi. SirsiDynix shiall provide points of contact for City to report Product problems, failures, and
defects and to request Product changes and enhancements. Only those individuals
specifically designated by the City shall contact SirsiDynix in regard to such matters and
SirsiDynix is not obligated to respond to any other employees except those specifically
designated. City's designated employees shall be any Circulation Lead Librarian,
Circulation Supervisor, Senior Circulafion Supervisor, Business Systems division staff.
Library Administration staff, or designated Agreement contact.
vii. SirsiDynix shall provide the maintenance and support services during the service period
by telephone, facsimile, email, on-site visit, and online support portal. Response levels
will be based on the following severity levels:
• Severity 1: The Equipment or component is unusable, the fault is business
critical and there is no workaround available.
• Severity 2: The Equipment or component is usable, but an important function
is not working correctly and/or supported by a workaround.
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SirsiDynix'
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 18 of 24
• Severity 3: Minor problem. SirsiDynix guarantees to respond to all service calls
within two (2) hours of the initial call to the Bibliotheca help desk from the City.
viii. SirsiDynix guarantees to respond to all service calls within two (2) hours of the initial
notitication to the Bibliotheca help desk from the City via phone, email, facsimile, on-
site, or online portal. Remote support technician will be fully trained by the manufacturer
to perform support on related hardware or software.
ix. For Severity 2 or Severity 3 service calls received outside of the Bibliotheca help desk
operating hours, the City will receive a callback by the end of business the next day.
For Severity 1 issues, the City will have access to an after-hours escalafion number and
will receive a callback within 2 hours. For issues that can be resolved remotely, the
resolufion will be within 24-hours from the inifial help desk call from the City.
x. For issues that require on-site support, SirsiDynix guarantees to be on-site within 24 hours
of being notified by the City that the equipment or any component (self-service unit,
security gate, workstafion, AMH) is out-of-service. The on-site support technician will be
fully-trained by the manufacturer to perform service on any related hardware or
software. For these outages, SirsiDynix guarantees to have a resolution in place for
outages related to their solufion within 24-hours after the inifial on-site visit.
• SirsiDynix shall be responsible for outbound shipping costs of products and
components covered under this agreement.
• As a part of this agreement, SirsiDynix shall supply City any and all updates,
improvements, and modifications to the Licensed Programs that SirsiDynix makes
available to its licensees without charge, provided that SirsiDynix reserves the right
to charge separately for new options or new applicafions that, in the discrefion of
SirsiDynix, constitute a new software product.
• Such updates, improvements, and moditications shall be provided to the City within
the framework of periodic official releases. Software support will be limited to the
two most recently distributed releases.
• Maintenance services to be provided by SirsiDynix under this Agreement do not
include:
1. Correction of errors arising from changes, alterations, additions, or
modificafion by persons other than the employees or agents of SirsiDynix or
caused by the operation of the Product other than in accordance with the
operating specitications.
2. Correction of errors arising from the fault, neglect, misuse, or omission of the
City or its servants, agents, contractors, invitees, or any other person whether
or not that person is under the control or direction of the City.
3. Rectitication of errors or defects caused by the incorrect or unauthorized use,
modificafion, revision, variafion or translation of the software by the City or its
servants, agents, contractors, or invitees.
4. Repair of damage arising from the failure or surge of electrical power, fusion,
fire, air conditioning malfuncfion, damage caused in transportafion (unless
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SirsiDynix'
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 19 of 24
transportation provided by SirsiDynix), or any other environmental factor or
cause other than a cause arising from normal use of the Product.
5. Correcfion of errors caused by the use of computer programs not licensed by
SirsiDynix for use by the City.
6. City shall be responsible for ILS/LMS-related changes and will bear the
responsibility and costs incurred when these changes result in changes to
SirsiDynix system configurations.
7. SirsiDynix will ensure that all payment enabled self-check units are adherent to
current PCI standards and are PA-DSS compliant.
II. Assignment of Warranties on Hardware Products. In addifion to SirsiDynix's obligations under
the Maintenance Agreement, SirsiDynix hereby assigns to the City all rights of SirsiDynix or its
subcontractors under any manufacturer's warranties applicable to Hardware Products
purchased under this Agreement to the extent such assignment is permitted under such
warranties. Such assignment will be effective upon payment of the Total Purchase Price and
all other charges invoiced for the shipment of the Products. Except as provided hereunder
or pursuant to an executed Maintenance Agreement, SirsiDynix shall have no obligation to
provide maintenance support or other sen/ices for Hardware Products purchased under this
Agreement.
III. Limitation on Services. Notwithstanding the above, in the event that City or any third party
enhances, modifies, alters, or otherwise makes any change to the Products without the prior
express written consent of SirsiDynix, SirsiDynix shall have no obligation whatsoever to provide
maintenance or support of such Products at any time after such enhancement,
modification, alteration, or change. This does not apply to City changes to local
configuration files. Notwithstanding anything herein to the contrary, SirsiDynix's obligation to
provide maintenance and support for the Licensed Programs shall extend only to the most
recent version and the next most recent version of the Licensed Programs provided to City.
IV. Upgrades. The information technology industry is dynamic and marked by frequent product
replacement and upgrades. With respect to hardware and third party software. City retains
the responsibility for the costs of purchase and installation of said upgrades necessary to
maintain the functionality of system if they are not covered under the annual maintenance
agreement.
V. Citv Obliaations. During the term of this Agreement:
i. City shall provide SirsiDynix with sufficient documentation, information, assistance,
support, and test fime on City's computer system to duplicate any reported problems,
certify that the problem is with the Equipment, and certify that the problem has been
corrected. SirsiDynix will be provided with remote access to systems to aid the
troubleshoofing and repair process.
ii. City shall designate specific employees who will be trained in all aspects of the
products, including trouble shoofing. These, and only these employees, may contact
SirsiDynix for technical matters related to this Agreement (equipment or component
operations issues). SirsiDynix may be contacted by other City staff related to non-
technical issues (contract language, amendments, extensions, billing, general
communications, etc.).
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Sirsil>ynix"
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 20 ot 24
iii. City is responsible for performing scheduled preventative maintenance as per
product specitications.
iv. City shall provide SirsiDynix's Maintenance personnel with proper and safe access to
the equipment and software at all requisite times for the purpose of providing the
maintenance services.
V. City will provide SirsiDynix with at least thirty days written notice of the City's intention
to move the equipment to a location other than a City facility.
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A,
Sirsil>ynix"
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 21 ot 24
Exhibit 4: Equipment Maintenance Policy
The supplied self-service solution will be maintainable throughout the life of the Equipment while it
has a valid support contract. All parts will be replaced and/or repaired free of charge should they
become defective during the life of the equipment. This excludes any consumables (toner, printer
paper, receipt paper, etc.).
SirsiDynix guarantees its tags for the life of the items to which they are affixed. Should the City find a
tag that is inoperable, SirsiDynix will replace it, free of charge.
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www.SirsiDynix.com
SirsiDynix"
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 22 of 24 """"
Exhibit 5: Software License Agreement
SirsiDynix hereby agrees to grant City, who agrees to accept the following licensed rights and
limitafions ("License") for City's use of SirsiDynix-provided software.
1. Software: Software, under the terms and condifions of this License (referenced hereinafter as
"Software"), means any of the following components provided to City by SirsiDynix:
i. Any computer programs provided by SirsiDynix, either consisfing of a set of instructions,
calculations and/or statements loaded in a computer (or a device which incorporates a
computer) or recorded on a computer readable medium for loading in a computer;
ii. Supportive instructional/reference materials such as: training materials, manuals, on-
screen tutorials, and other computer program relevant materials whether on paper or
computer readable media ("Documentation"); and
iii. Any new release, update, upgrade, enhancement, addition, supplement, modification
of a program or addifional SirsiDynix Software and/or its Documentafion provided by
SirsiDynix, subsequent to the inifial delivery, that is not licensed by specific reference under
a mutually agreed upon separate license agreement.
2. Grant of License: SirsiDynix hereby grants City and City hereby accepts a non-transferable,
non-exclusive license, under applicable copyrights and/or trade secrets, to use SirsiDynix-
provided Software only on the specific computer(s) forwhich it was registered and delivered
to City. All Software (other than Documentafion) will be provided by SirsiDynix to City in
machine-readable object code only. City acknowledges that it does not acquire any rights
of tifie or ownership in the Software (including Documentafion) and agrees that all proprietary
rights to the Software shall at all fimes remain with SirsiDynix or its relevant third-party provider.
City may, for its internal use only, print or otherwise reproduce SirsiDynix-developed
Documentation if all included SirsiDynix markings, e.g. trademarks, copyrights and statements
of confidenfiality, are included on each copy. City acknowledges and agrees that any third
party documentation supplied by SirsiDynix, which is marked as copyrighted and/or
confidenfial, shall not be copied or reproduced in any manner.
3. Term of License: This License shall remain in force from the date of delivery and confinue until
City ceases all use of the Software or City's licensed rights are terminated for cause. City
acknowledges and agrees that if this Agreement terminates for any reason, all of City's
licensed rights to the Software (including Documentation) are relinquished and, within five
business days thereafter. City (at SirsiDynix's option) will either deliver to SirsiDynix or destroy
the original and all copies of the Software including its Documentation. Upon SirsiDynix's
request. City agrees to certify to SirsiDynix in writing its full compliance with this provision.
4. Assignment: This License and any rights granted herein shall not be transferred, sub-licensed
or assigned to any third party without the prior written consent of SirsiDynix.
5. Termination: If City neglects or fails to pay the specitied license fees, or fails to adhere to any
of its obligations hereunder, this license may be immediately terminated by SirsiDynix for
cause.
6. Securitv and Limitafions of License: City acknowledges and agrees that:
www.SirsiDynix.com
SirsiDynix"
SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 23 of 24
i. All Software and upgrades of Software (including its Documentafion), which are provided
to City by SirsiDynix, contain proprietary copyrighted, trade secret and/or confidential
informafion of SirsiDynix or its relevant third-party provider;
ii. City shall not decrypt, reverse engineer, reverse compile, modify, or create derivative
works of the Software;
iii. City and its employees shall take all reasonable precaufions to safeguard and hold all
Software, including upgrades, additions and enhancements, in confidence, at least to
the same extent that it protects its own most valuable confidential information;
iv. If City violates this License or does not pay the agreed upon licensing fees, SirsiDynix will
have all of the rights provided herein and available under law, including the right to
injuncfive relief;
V. If any other communication, agreement or purchase order conflicts with, or may affect
interpretafion of, the understandings set forth herein, this License shall control as the
singular expression of licensed rights.
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SirsiDynix/SirsiDynix Contractual Reseller Agreement, page 24 of 24
SirsiDynix"
Exhibit 6: Notices
For Citv Primary Contact
Name Devin Castel
Title Sr. Business Systems Specialist
Department Library & Cultural Arts
City of Carlsbad
Address 1775 Dove Lane
Carlsbad, CA 92011
Phone No. 760-602-2065
For Citv Secondary Contact
Name , ,
James Jones
^'^'^ Business Systems Associate
Department Library & Cultural Arts
Address
City of Carlsbad
1775 Dove Lane
Carlsbad, CA 92011
Phone No. 760-602-2068
For SirsiDvnix
Name
Title
Address
Phone No. ^'^'V-lib^ - ^V^'V
Email \^.v^a.-^Q VlV?Vu>^CW-Ccx • CJOH
For SirsiDvnix
Phone No.
Email
Each party will nofify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
Intentionally left blank
www.SirsiDynix.com