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Sirsi Corporation dba SirsiDynix; 2019-05-09;
File: Carlsbad City Library GC# 330040 MASTER AGREEMENT BETWEEN CARLSBAD CITY LIBRARY AND SIRSIDYNIX 1. PURPOSE AND SCOPE 1.1 Parties and Effective Date. This Master Agreement (the "Master Agreement) is entered into between Sirsi Corporation dba SirsiDynix ("SirsiDynix") and the customer identified in the signature block below ("Customer"), with effect on the date of the last signature below ("Effective Date"). 1.2 Purpose. This Master Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Products by SirsiDynix to Customer. Additional terms for the purchase o_f a specific Product are set forth in the Quote(s). By signing below, the parties acknowledge receipt of and agree to be bound by the terms and cond1t1ons of this Master Agreement and the Quote(s) for Products purchased by Customer. All pre-printed or standard terms of any Customer purchase order or other business processing document shall have no effect. 1.3 Incorporation of Quotes. "Quote" means the document(s), regardless of actual name, executed by the parties which is incorporated by reference into the terms of this Master Agreement, and describes order-specific information, such as description of Product ordered, License Metrics, fees, statements of work, exhibits and milestones. At any time after execution of the Master Agreement and the initial Quote, Customer may purchase additional Products or otherwise expand the scope of existing licenses or Subscriptions granted under a Quote, upon SirsiDynix receipt and acceptance of a new Quote specifying the foregoing. 1.4 Incorporation of EULAs. Customer's use of any Third Party Products licensed hereunder or incorporated in the Products may be subject to, and Customer shall sign and comply with, any applicable EULAs. 1.5 Order of Precedence. To the extent any terms and conditions of this Master Agreement conflict with the terms and conditions of a Quote, the terms and conditions of the Master Agreement shall control, except where the Quote expressly states the intent to supersede a specific portion of the Master Agreement. To the extent any terms and conditions of this Master Agreement conflict with the terms and conditions of an EULA, the terms and conditions of the EULA shall control. 2. PRODUCTS USE RIGHTS; TITLE 2.1 Generally. Customer's purchase of Products under this Master Agreement may include from time-to-time Software, Subscriptions, Services, and/or Hardware. The following provisions under this Section 2 apply if relevant to the type of Product purchased pursuant to a Quote. 2.2.1 Software License. Subject to the terms and conditions of this Master Agreement including without limitation the restrictions set forth in_ S~ction 2.7 and Section 2.9 and timely payment of the applicable fees, S1rs1Dyrnx hereby grants to Customer a limited, non-exclusive, and non-transferable license to (i) install, run and use the Software identified in the Quote in the Operating Environment solely for Internal Business Purposes, and (ii) use the Documentation in connection with such use of the Software. Customer may not make copies of the Software except a reasonable number of machine-readable copies solely for internal backup or archival purposes. All Intellectual Property rights notices must be reproduced and included on such copies. Customer shall maintain accurate and up-to-date records of the number and location of all copies of the Software and inform SirsiDynix in writing of such upon request. 2.2.2 Unless otherwise set forth in a Quote, the Software shall not be simultaneously loaded and operated on more than one hardware platform, except temporarily during the process of platform migration. 2.2.3 Customer shall use the Third Party Products solely in conjunction with the SirsiDynix Software and Customer shall have no broader rights with respect to the Third Party Products than it has to the SirsiDynix Software. SirsiDynix may add and/or substitute functionally equivalent products for any third party items in the event of product unavailability, end-of-life, or changes to software requirements. 2.3.1 Subscriptions. For Subscriptions purchased by Customer, and subject to the terms and conditions of this Master Agreement including without limitation the restrictions set forth in Sections 2.7 and 2.9 and timely payment of the applicable fees, SirsiDynix grants to Customer the right to access and use the Subscription identified in the Quote solely for Internal Business Purposes and to use the Documentation in connection with such access and use for the Term. SirsiDynix shall use commercially reasonable efforts to make the Subscription Services available 24x7, except for scheduled downtime events, or emergency downtime events, or Internet service provider failures or delays. SirsiDynix wiU use commercially reasonable efforts to perform scheduled downtime events outside of normal business hours. Customer acknowledges that the Subscription Services may be subject to limitations, delays, and other problems inherent in the ~se of the Internet and electronic communications. SirsiDynix is not responsible for any delays, delivery failures, or other damage resulting from such problems. 2.3.2 Customer is solely responsible for obtaining and maintaining at its own expense, all equipment that may be needed to access Subscriptions, including without limitation, Internet connections. Customer understands that Subscription communications may traverse an unencrypted public Internet connection and that use of the Internet provides the opportunity for unauthorized third parties to illegally gain access to Customer Data. Accordingly, SirsiDynix does not guaranty the privacy, security or authenticity of any information transmitted over or stored in any system connected to the Internet. Customer shall not encrypt Subscription traffic except as may be available through the SirsiDynix VPN solution. 2.3.3 Customer is responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Customer is responsible for all activities that occur under Customer's account. Customer agrees to immediately notify SirsiDynix of any unauthorized use of Customer's account or any other breach of security known to Customer. SirsiDynix shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements: 2.3.4 Customer shall be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which ii acquired Customer Data. Customer acknowledges and agrees that SirsiDynix does not monitor or police the content of communications or data of Customer or its users transmitted through the Subscriptions, and that SirsiDynix shall not be responsible for the content of any such communications or transmissions. Customer shall use the Subscriptions exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Customer agrees not to post or upload any content or data which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening: (b) contains viruses or other contaminating or destructive features; (c) violates the rights of others, such as data which infringes on any intell_ectual prop_erty rights or violates any right of privacy or publicity; (d) constitutes sens1t1ve personal information such as social security numbers, credit card information, or drivers license numbers; or (e) otherwise violates any applicable law. Customer further agrees not to interfere or disrupt networks connected to the Subscriptions, not to interfere with another customer's use Customer Initial and Date: ________________ _ Confidential Page 1 of7 • SirsiDynix. File: Carlsbad City Library and enjoyment of similar services and to comply with all regulations, policies and procedures of networks connected to the Subscriptions. SirsiDynix may remove any violating content posted or transmitted on or through the Subscriptions, without notice to Customer. SirsiDynix may suspend or terminate any user's access to the Subscriptions upon notice in the event that SirsiDynix reasonably determines that such user has violated these terms and conditions. 2.3.5 The provision of third party Subscriptions is subject to availability from third party providers and SirsiDynix shall have no liability should such Subscription become unavailable for any reason or is no longer available under reasonable commercial terms. 2.3.6 In the event that Customer is locally hosting Subscription Software, SirsiDynix hereby grants to Customer, subject to the terms and conditions of this Master Agreement including without limitation the restrictions set forth in Section 2.7 and Section 2.9 and timely payment of the applicable fees, a limited, non-exclusive, non-transferable grant of use to locally install and use the Subscription Software solely for Customer's internal business purposes. The grant of use for Subscription Software is not a license and remains in effect only while Customer is timely paying its Subscription fees to SirsiDynix. If Customer fails to timely pay Subscription fees, Customer must immediately discontinue use of and certify to SirsiDynix the removal of Subscription Software. 2.4.1 Services. Services are described in the Quote. SirsiDynix shall be responsible for securing, managing, scheduling, coordinating and supervising SirsiDynix personnel, including its subcontractors, in performing any Services. Any change to the scope of Services must be in writing signed by both parties. Once executed by both parties, a change shall become a part of the Quote. 2.4.2 Customer acknowledges and agrees that SirsiDynix performance is dependent upon the timely and effective satisfaction of Customer's responsibilities hereunder and timely decisions and approvals of Customer in connection with the Services. SirsiDynix shall be entitled to rely on all decisions and approvals of Customer. Customer's data must be provided to SirsiDynix in a format reasonably approved by SirsiDynix or additional charges will apply. Customer shall be responsible for providing secured access to Customer's systems to SirsiDynix. SirsiDynix alone shall decide whether such access is sufficient for the performance of Services. 2.5. Software Maintenance. 2.5.1 Subject to Customer's timely payment of applicable fees, SirsiDynix will provide during the Term Maintenance services for the Software in accordance with the maintenance plan indicated in the Quote, provided however that with respect to Third Party Products, SirsiDynix's obligation to offer Maintenance is limited to using commercially reasonable efforts to obtain Maintenance from the third party owner of such Software. All licenses in Customer's possession must be supported under the same maintenance plan. 2.5.2 Updates are provided if and when available, and SirsiDynix is under no obligation to develop any future programs or functionality. 2.5.3 SirsiDynix is under no obligation to provide Maintenance with respect to: (i) a Product that has been altered or modified by anyone other than SirsiDynix or its licensors; (ii) a release for which Maintenance has been discontinued; (iii) a Product used other than in accordance with the Documentation or other than on the Operating Environment; (iv) discrepancies that do not significantly impair or affect the operation of the Product; or (v) any systems or programs not supplied by SirsiDynix. 2.5.4 For the avoidance of doubt, Updates provided under Maintenance services are subsequent minor or maintenance releases to the standard Products, excluding custom development or customizations whether such customizations are performed by SirsiDynix or by Customer or a third party. SirsiDynix reserves the right to charge Client for any reintegration work required to make customizations compatible with future releases. 2.5.5 If ordered, Maintenance must be ordered for all Software and all associated License Metrics licensed by Customer. Customer may not purchase or renew Maintenance for a subset of its licenses only. 2.5.6 If an Error was corrected or is not present in a more current release of the Product, SirsiDynix shall have no obligation to correct such Errors in prior releases of the Software. 2.5. 7 Fees for Maintenance Services do not include implementation, training and other Professional Services. 2.5.8 It is Customer's responsibility to ensure that all appropriate users receive initial training services sufficient to enable Customer to effectively use the Software. Failure to do so could result in additional Maintenance fees if GC#330040 service requests are deemed excessive as a result of insufficient training, at SirsiDynix's discretion.2.5.9 In the event Customer does not renew Maintenance and subsequently desires to reinstate Maintenance, a reinstatement fee shall be assessed equal to 120% of the aggregate Maintenance fee that would have been payable during the period of lapse. 2.5.1 O For Software licenses and Subscription Software, Customer is solely responsible for the installation of Updates and agrees to (i) meet the Update standard set forth in the SirsiDynix Support Policies referenced in the definition of Maintenance and (ii) maintain the Operating Environment. With respect to Subscriptions, SirsiDynix is responsible for the implementation of Updates and shall no longer provide access to any previous release upon the date SirsiDynix migrates to a new Update for production use in SirsiDynix's hosted environment. 2.6.1 Hardware and Hardware Maintenance. Title to the Hardware identified in the Quote, if any, shall pass to Customer on SirsiDynix's placement of the Hardware with a common carrier or licensed trucker, which shall constitute delivery to Customer. Thereafter Customer will be responsible for risks of loss or damage, except for loss or damage caused by SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not provide support for Hardware unless Customer purchases any available maintenance associated with such Hardware. Such Hardware maintenance may be provided through a third party and is subject to that third party's standard terms, conditions and warranties, if any. 2. 7 License Metrics. Customer may not use the Products in excess of the License Metrics specified in the Quote. Additional License Metrics and associated Maintenance must be purchased at the pricing in effect at the time the additional License Metrics are added in the event actual usage exceeds the licensed quantity, prorated for the remainder of the then-current Term. The additional License Metrics purchased shall terminate on the same date as the pre-existing Products. Prices are based on License Metrics purchased and not actual usage. The number of License Metrics provided in the initial Quote is a minimum amount that Customer has committed to for the Term and there shall be no fee adjustments or refunds for any decreases in usage. 2.8 Reservation of Rights. All rights not expressly granted in the Master Agreement are reserved by SirsiDynix and its third party providers. Customer acknowledges that: (i) all Software is licensed and not sold and all Subscriptions and Content are subscribed to and not sold; (ii) Customer acquires only the right to use the Protected Materials. SirsiDynix and its third party providers retain sole and exclusive ownership and all rights, title, and interest in, including Intellectual Property embodied or associated with, the Protected Materials and all copies and derivative works thereof (whether developed by SirsiDynix, Customer or a third party); and (iii) the Protected Materials, including the source and object codes, logic and structure, constitute valuable trade secrets of SirsiDynix and its third party providers. Customer agrees to secure and protect the Products consistent with the maintenance of SirsiDynix's and its third party providers' rights in the Products, as set forth in this Master Agreement. The Customer will own the intellectual property for any code it creates through the use of any of SirsiDynix's web services, including APls. 2.9 Restrictions. Unless specifically permitted or licensed by SirsiDynix, Customer shall not itself, or through any affiliate, employee, consultant, contractor, agent or other third party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Protected Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Protected Materials, including the license keys, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Protected Materials to any user other than Customer's employees and independent contractors who have a need to such access and who shall be bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of this Master Agreement (except the Customer may grant access to public access catalogs to library users, other libraries, and third party entities); (iv) write or develop any derivative works based upon the Protected Materials; (v) modify, adapt, translate or Customer Initial and Date: ________________ _ Confidential Page2 of? 8 SirsiDymx·· File: Car1sbad City Library otherwise make any changes to the Protected Materials or any part thereof; (vi) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a 'service bureau' basis; (vii) disclose or publish, without SirsiDynix's prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Protected Materials; or (viii) otherwise use or copy the Protected Materials except as expressly permitted herein. 2.10 Customer Data. SirsiDynix disclaims ownership of any and all Customer Data, all bibliographic, authority, item, fine, patron, and other data loaded to, created and/or entered into Customer's database or supplied to SirsiDynix by Customer. Notwithstanding Customer's ownership of Customer Data, at the end of the Term SirsiDynix shall only be obligated to provide to Customer extractable Customer Data at no additional charge in a supported MARC and/or ASCII delimited format. For purposes of improving the functionality of the software, SirsiDynix shall have the right to aggregate only non-personally identifiable data from the Customer Data and shall not retain any personally identifiable Customer Data beyond termination of the Agreement. 2.11 License Grant by Customer. Customer grants to SirsiDynix a non- exclusive, royalty-free license, to use equipment, software, Customer Data or other material of Customer solely for the purpose of performing SirsiDynix's obligations under the Master Agreement. 2.12 Enforcement. Customer shall (i) ensure that all users of the Products comply with the terms and conditions of the Master Agreement, (ii) promptly notify SirsiDynix of any actual or suspected violation thereof and (iii) cooperate with SirsiDynix with respect to investigation and enforcement of the Master Agreement. 3. FINANCIAL TERMS 3.1.1 Fees and Payment Terms. The Customer shall pay the amounts set forth in the Quote. Subject to the provisions of the Quote, SirsiDynix may annually increase the fees of Subscription, Subscription Software and/or Maintenance upon 30 days written notice in advance. Invoices become past due 30 days after the invoice date. Interest accrues on past due balances at the higher of 1 ½% per month or the highest rate allowed by law. If Customer fails to make payments of any amount due under the Master Agreement, SirsiDynix will be entitled to suspend its performance upon twenty (20) days written notice to Customer. 3.1.2 Unless expressly provided otherwise, amounts paid or payable for Software, Subscriptions, Subscription Software and Hardware are not contingent upon the performance of any Services. 3.2 Taxes. Appropriate sales tax, if any, will be included on the invoice. Customer agrees to pay any sales tax arising out of the Master Agreement, other than those based on SirsiDynix's net income. If Customer is tax- exempt, Customer agrees to send SirsiDynix a copy of its tax-exempt certificate upon execution of the Master Agreement. 3.3 No Contingencies. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SirsiDynix regarding future functionality or features. 4. CONFIDENTIALITY 4.1 Non-Disclosure. Each party will protect the other party"s Confidential Information from unauthorized dissemination and use the same degree of care that each such party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither party will use Confidential Information of the other party for purposes other than those necessary to directly further the purposes of the Master Agreement. Neither party will disclose to third parties Confidential Information without prior written consent of the other party. 4.2 Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that the receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential basis; (iv) has been independently GC#330040 developed by one party without reference to any Confidential Information of the other; (v) is information aggregated by SirsiDynix that no longer contains any personally identifiable information; or (vi) is required to be disclosed by law provided the receiving party has promptly notified the disclosing party of such requirement and allowed the disclosing party a reasonable time to oppose such requirement. The parties acknowledge that Customer may be subject to freedom of information legislation and further acknowledges that such legislation may take precedence over the confidentiality provisions of this section as they apply to Customer. 5. PRIVACY Customer represents and warrants that before providing personally identifiable information to SirsiDynix or its agents, it will comply with any laws applicable to the disclosure of personally identifiable information, including providing notices to or obtaining permission from third parties to allow sharing of their personally identifiable information with SirsiDynix under the Master Agreement. SirsiDynix agrees to notify Customer if unauthorized access of personal information has been identified within 72 hours of becoming aware of unauthorized access of personal information. Customer will indemnify SirsiDynix for any breach of this representation and warranty. No personally identifiable information will be disseminated by SirsiDynix to any third parties, except as consented to by Customer or required by law. 6. INDEMNIFICATION 6.1.1 By SirsiDynix. SirsiDynix will defend or settle, at its option and expense, any action, suit or proceeding brought against Customer that the SirsiDynix Software (excluding Content and Third Party Products) infringe a third party's USA patent, registered copyright, or registered trademark ("Claim"). SirsiDynix will indemnify Customer against all damages and costs finally awarded which are attributable exclusively to such Claim, provided that Customer: (i) promptly gives written notice of the claim to SirsiDynix; (ii) gives SirsiDynix sole control of the defense and settlement of the Claim; (iii) provides SirsiDynix, at SirsiDynix's expense, with all available information and assistance relating to the Claim and cooperates with SirsiDynix and its counsel; (iv) does not compromise or settle such Claim; and (v) is not in material breach of any agreement with SirsiDynix. 6.1.2 SirsiDynix has no obligation to the extent any Claim results from: (i) Customer having modified the SirsiDynix Software or used a release other than the most current unaltered release of the SirsiDynix Software, if such an infringement would have been avoided by the use of such current unaltered release, (ii) Third Party Products and/or Content, or (iii) the combination, operation or use of the SirsiDynix Software with software or data not provided by SirsiDynix. 6.1.3 If it is adjudicated that the use of the SirsiDynix Software in accordance with the Master Agreement infringes any USA patent, registered copyright. or registered trademark, SirsiDynix shall, at its option: (i) procure for Customer the right to continue using the infringing SirsiDynix Software; (ii) replace or modify the same so it becomes non-infringing; or (iii) Customer will be entitled to an equitable adjustment in the fees paid for the affected SirsiDynix Software. THIS SECTION STATES SIRSIDYNIX'S ENTIRE OBLIGATION TO CUSTOMER AND CUSTOMER'S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT. 6.2 By Customer. To the extent allowed by law, Customer shall defend or settle, at its option and expense, any action, suit or proceeding brought against SirsiDynix by a third party arising out of or in connection with: (i) any claim that Customer Data infringes on the intellectual property rights of a third party; (ii) any claim by a Customer user or (iii) any claim that Customer or a Customer's user is using the Product in a manner that violates the provisions of the Master Agreement. Customer's obligations under this section are contingent upon: (a) SirsiDynix providing Customer with prompt written notice of such claim; (b) SirsiDynix providing reasonable cooperation to Customer, at Customer's expense, in the defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim. 7. WARRANTIES; REMEDIES; DISCLAIMERS 7.1 SirsiDynix Software. SirsiDynix warrants that, for a period of 90 days from the Go Live Date, the SirsiDynix Software, as updated by SirsiDynix and used in accordance with the Documentation and in the Operating Customer Initial and Date: _______________ _ Confidential Page3 of7 (I SirsiDynix. File: Carlsbad City Library Environment, will operate in all material respects in conformity with the Documentation. If SirsiDynix Software does not perform as warranted, SirsiDynix shall use commercially reasonable efforts to correct Errors. As Customer's exclusive remedy for any claim under this warranty, Customer shall promptly notify SirsiDynix in writing of its claim. Provided that such claim is reasonably determined by SirsiDynix to be SirsiDynix's responsibility, SirsiDynix shall, within ninety (90) days of its receipt of Customer's written notice; (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from SirsiDynix, then SirsiDynix or Customer may terminate the affected SirsiDynix Software license and Customer will be entitled to a pro-rata adjustment in the fees paid for the affected SirsiDynix Software at SirsiDynix's discretion. The preceding warranty cure shall constitute SirsiDynix's entire liability and Customer's exclusive remedy for cure of the warranty set forth herein. 7.2 SlrsiDynlx Subscriptions. SirsiDynix warrants that Subscriptions, as used in accordance with the Documentation, will operate in all material respects in conformity with the Documentation. 7.3 Exclusions. SirsiDynix is not responsible for any claimed breach of any warranty caused by: (i) modifications made to the SirsiDynix Software by anyone other than SirsiDynix; (ii) the combination, operation or use of the SirsiDynix Software with any items that are not part of the Operating Environment; (iii) Customer's failure to use any new or corrected releases of the SirsiDynix Software made available by SirsiDynix; (iv) SirsiDynix's adherence to Customer's specifications or instructions; or (v) Customer deviating from the operating procedures described in the Documentation. 7.4 Third Party Products. SirsiDynix warrants that it is an authorized distributor of the Third Party Product and that with the execution of this Master Agreement and the applicable EULA, Customer will have the right to use such Product in accordance with the terms and conditions of the terms of this Master Agreement and the applicable EULA. SIRSIDYNIX MAKES NO OTHER WARRANTY WITH RESPECT TO ANY THIRD PARTY PRODUCTS. CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH THIRD PARTY PRODUCTS SHALL BE PURSUANT TO THE ORIGINAL LICENSOR'S WARRANTY, IF ANY, TO SIRSIDYNIX, TO THE EXTENT PERMITTED BY THE ORIGINAL LICENSOR. THIRD PARTY PRODUCTS ARE MADE AVAILABLE BY SIRSIDYNIX ON AN "AS IS, AS AVAILABLE" BASIS. 7.5 Hardware. SirsiDynix warrants that it is an authorized distributor of the Hardware. Hardware warranties shall be governed by the manufacturer's warranty. SIRSIDYNIX MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO HARDWARE OR HARDWARE MAINTENANCE. CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH HARDWARE OR HARDWARE MAINTENANCE SHALL BE PURSUANT TO THE MANUFACTURER'S WARRANTY, IF ANY. 7.6 Disclaimers. THE WARRANTIES SET FORTH IN THIS MASTER AGREEMENT ARE IN LIEU OF, AND SIRSIDYNIX, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY PRODUCT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT OR THIRD PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND ERROR- FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY SIRSIDYNIX, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY GC#-330040 PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CUSTOMER DATA AND THAT NO FORM OF ENCRYPTION IS FOOL PROOF.ACCORDINGLY, SIRSIDYNIX CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. 8. EXCLUSION AND LIMITATION OF LIABILITY 8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER THE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY CUSTOMER OR ANY THIRD PARTIES UNDER THE MASTER AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 6 (Indemnification), WILL BE LIMITED TO THE FEES PAID BY CUSTOMER DURING THE PREVIOUS 12 MONTHS FOR THE PRODUCT WHICH IS THE SUBJECT MATTER OF THE CLAIM. 8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SIRSIDYNIX HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.3 NO CLAIM ARISING OUT OF THE MASTER AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION ARISES. 9. TERM AND TERMINATION 9.1 Term of Master Agreement. Subject to Section 10.12 below, the term of this Master Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Quotes, unless otherwise terminated earlier as provided hereunder. 9.2 Product and Services Term. The respective initial term of Software Maintenance, Hardware Maintenance, Subscriptions, and Subscription Software as applicable, is specified in the Quote ("Initial Term"). The Initial Term shall renew for 12-month renewal terms with Customer's consent. Customer's payment of its annual renewal quote or other invoice at the beginning of each renewal term shall be considered sufficient consent to renew. The Initial Term and renewal terms are referred to as the "Term". 9.3.1 Termination. Either party may terminate the Master Agreement immediately upon written notice if the other party commits a non-remediable material breach of the Master Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach. Where the non-breaching party has a right to terminate the Master Agreement, the non-breaching party may at its discretion terminate the Master Agreement or the applicable Quote. Quotes that are not terminated shall continue in full force and effect under the terms of this Master Agreement 9.3.2 Following termination of the Master Agreement, Customer agrees to certify that it has returned or destroyed all copies of the applicable Product and Confidential Information and acknowledges that its rights to use the same are relinquished. 9.3.3 Non-Appropriation of Funds. Customer is a public entity that cannot commit future funds beyond the current fiscal year, and therefore, cannot guarantee that the legislative body of Customer will appropriate the necessary funds to pay for this Master Agreement beyond the current fiscal year. If for any given fiscal year funds are not appropriated to continue paying for the Products, the Master Agreement will be terminated at no penalty to Customer, upon SirsiDynix's receipt of written notice. Such notice will not relieve Customer of payments then owing. 9.4. Suspension. SirsiDynix will be entitled to suspend any or all performance upon 1 O days written notice to Customer in the event Customer is in breach of the Master Agreement. Further, SirsiDynix may suspend Customer's use of and access to all or a portion of the Subscriptions if, and so long as, in SirsiDynix's sole judgment, there is a security risk created by Customer Initial and Date: _______________ _ Confidential Page4 of 7 ft SirsiDynix- File: Carlsbad City Library Customer that may interfere with the proper continued provision of services or the operation of SirsiDynix's network or systems. 10. GENERAL PROVISIONS 10.1 Force Majeure. The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including but not limited to power outages or failure of third party service providers. This provision does not relieve Customer of its obligation to make payments then owing. 10.2 Assignment. SirsiDynix may assign the Master Agreement and all of its rights and obligations herein without Customer's approval to its parent company or other affiliated company, to a successor by operation of law, or by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. Neither party may otherwise assign or transfer the Master Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the above, SirsiDynix may fulfill its obligations hereunder through its affiliated companies. 10.3 Cooperation. Customer agrees to provide cooperation, which means assistance, information, equipment, data, a suitable work environment, timely access, and resources reasonably necessary to enable SirsiDynix to perform any and all installation, implementation, and services required to fulfill its obligations hereunder including but not limited to ensuring SirsiDynix has remote access. Failure to grant such cooperation shall allow SirsiDynix to deem the Product purchased by Customer to be fully accepted and delivered. In the event any delay in implementing Products is caused by Customer resulting in SirsiDynix incurring additional expenses, the Customer shall pay to SirsiDynix the amount of such additional expenses. 10.4 Delegation. SirsiDynix may subcontract or delegate any work under any Quote to any third party without Customer's prior written consent, provided however that SirsiDynix shall remain responsible for the performance of any such subcontractors. 10.5 Notice of U.S. Government Restricted Rights. If the Customer hereunder is the U.S. Government, or if the Software is acquired hereunder on behalf of the US Government with U.S. Government federal funding, notice is hereby given that the Software is commercial computer software and documentation developed exclusively at private expense and is furnished as follows: "U.S. GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227-19. All use, duplication and disclosure of the Software by or on behalf of the U.S. Government shall be subject to this Master Agreement and the restrictions contained in subsection (c) of FAR 52.227-19, Commercial Computer Software - Restricted Rights (June 1987)". 10.6 Export. Customer shall comply fully with all relevant export laws and regulations of the United States to ensure that the Software is not exported, directly or indirectly, in violation of United States law. 10. 7 Non-solicitation. During the term of this Master Agreement and for a period of one year following its termination, neither party will solicit for employment directly or through other parties, without the other party's written permission, any individual employed by the other party, provided however that the hiring of individuals responding to general public marketing and recruiting advertisements and events shall not be a violation of this provision; only active, targeted solicitation is prohibited. 10.8 Compliance. During the term of this Master Agreement and for a period of thirty (30) days following receipt of a signed letter of compliance from Customer after termination or expiration, SirsiDynix shall have the right to verify Customer's full compliance with the terms and requirements of the Master Agreement should there be reasonable cause to believe Customer is noncompliant. If such verification process reveals any noncompliance by Customer, Customer shall reimburse SirsiDynix for the reasonable costs and expenses of such verification process incurred by SirsiDynix should such verification process show noncompliance exceeding 5% excess usage of license metrics, and Customer shall promptly cure any such noncompliance; provided, however, that the obligations under this section GC#330040 do not constitute a waiver of SirsiDynix's termination rights and do not affect SirsiDynix's right to payment for Products and interest fees at the higher of 1 ½% per month or the highest rate allowed by law related to usage in excess of the License Metrics. 10.9 Notices. Any notice required or permitted to be sent under the Master Agreement shall be delivered by hand, by overnight courier, by email to SirsiDynix at legal@sirsidynix.com, or by email to Customer at any current Customer email address routinely used by SirsiDynix, or by registered mail, return receipt requested, to the address of the parties set forth in the Master Agreement or to such other address of the parties designated in writing in accordance with this subsection. 10.10 Relationship. The Master Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. 10.11 Invalidity. If any provision of the Master Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 10.12 Survival. The following provisions will survive any termination or expiration of the Master Agreement: sections 1, 2.7, 2.8, 2.10, 2.12, 3, 4, 5, 6, 7, 8, 9, and 10. 10.13 No Waiver. Any waiver of the provisions of the Master Agreement or of a party's rights or remedies under the Master Agreement must be in writing to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by either of the parties hereto of a breach or of a default under any of the provisions of the Master Agreement shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. Failure, neglect, or delay by a party to enforce the provisions of the Master Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under the Master Agreement and shall not in any way affect the validity of the whole or any part of the Master Agreement or prejudice such party's right to take subsequent action. 10.14 Entire Agreement. The Master Agreement constitutes the parties' entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. Notwithstanding the precedence of this Master Agreement, any existing Customer License Metrics shall continue unless new License Metrics are identified in a Quote. No modification to the Master Agreement will be binding unless in writing and signed by an authorized representative of each party. 10.15 Third Party Beneficiaries. All rights and benefits afforded to SirsiDynix under the Master Agreement shall apply equally to the owner of the Third Party Products with respect to the Third Party Products, and such third party is an intended third party beneficiary of the Master Agreement, with respect to the Third Party Products. 10.16 Governing Law and Venue. The Master Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the state or federal courts located in San Diego County, California to whose exclusive jurisdiction the parties hereby consent. In addition, the Customer hereby waives any objection the customer may have based upon lack of personal jurisdiction, improper venue and/or ''forum non conveniens". 10.17 Application of Laws. The parties agree that this contract is not a contract for the sale of goods; therefore, the Master Agreement shall not be Customer Initial and Date: ________________ _ Confidential Pages of? @ SirsiDynix. File: Carlsbad City Library governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act ("UCITA"), or any references to the United National Convention on Contracts for the International Sale of Goods. 10.18 Counterparts. The Master Agreement and each Schedule may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Master Agreement, and that facsimile, electronic and/or .pdf scanned copies of signatures shall be as effective and binding as original signatures. GC#330040 10.19 Headings and Drafting. The headings in the Master Agreement shall not be used to construe or interpret the Master Agreement. The Master Agreement shall not be construed in favor of or against a party based on the originator of the document. 10.20 Attorney's Fees. In the event a party seeks and obtains a remedy in the courts for its rights under this Master Agreement, the prevailing party in such litigation shall be entitled to its reasonable attorney's fees and cost. ************************************************************ Carlsbad City Library 1635 Faraday Avenue Carlsbad, California 92008 Sign: Print Name: APPROVED as to FORM Sign: END OF MASTER AGREEMENT Sirsi Corporation SirsiDynix Technology Centre 3300 N. Ashton Blvd. -Suite 500 Lehi, UT 84043 Sign: Print Name: \.JIWW Title: Cf;O Date: ?,1 ~ 2--C? I °I Sirsi Corporation Sign: Print Name: ~-B1ewei-llv'At,-c~ Cer<U~ Print Name: 0 k1J \ f::t Title: "'ST-City Attorney Date: Date: Sign: Print Name: Barbara Engleson Title: City Clerk Date: Customer Initial and Date: _______________ _ Page6of7 Confidential @ SirsiDynix .. File: Carlsbad City Library Exhibit A · DEFINITIONS "Circulation" means the checkout of a Library Item to a patron, the checkout of a Library Item for the purpose of tracking in-library usage, the renewal of a Library Item, or an action functionally identical to any of the preceding acts. "Confidential Information" means information of SirsiDynix and/or its licensors includes but is not limited to the terms and conditions (but not the existence) of the Master Agreement, all trade secrets, software, source code, object code, specifications, as well as results of testing and benchmarking of the Software or other services, product roadmap, data and other information of SirsiDynix and its licensors relating to or embodied in the Software or Documentation, including but not limited to information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing party. SirsiDynix's placement of a copyright notice on any portion of any Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of SirsiDynix. Confidential Information does not include that the Customer uses SirsiDynix Products. "Content" means any information, data, text, software, music, sound, photographs, graphics, video messages or other material which Customer receives through a Subscription. "Customer Data" means any electronic data, information or material provided or submitted by Customer (including the Customer's patrons and users) to SirsiDynix through a Subscription or Services, or which Customer (including the Customer's patrons and users) enters into the Subscription or Services or has entered on its behalf, or which SirsiDynix is otherwise given access to under the Master Agreement. Customer Data does not include non-personally identifiable information aggregated by SirsiDynix. "Documentation" means the user instructions, release notes, manuals and on- line help files made available by SirsiDynix regarding the use of the applicable Product. "Effective Date" is defined in section 1. 1. "Error" means a material failure of a Product to conform to its functional specifications described in the Documentation. "EULA" means the end user license agreement that accompanies the Third Party Product, which governs the use of or access by Customer to the applicable Third Party Product. "Go Live Date" means the date on which the Products are substantially ready for operational use for normal daily business. "Hardware" means the physical hardware and equipment manufactured by third party providers and sold to Customers by SirsiDynix. "Intellectual Property" means any and all intellectual property rights, recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patents rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which SirsiDynix has created, acquired or otherwise has rights in, and may, in connection with the performance of obligations hereunder, create, employ, provide, modify, create, acquire or otherwise obtain rights in. "Internal Business Purposes" means Customer's internal use but does not include (1) sharing Confidential Information or Intellectual Property with third parties without SirsiDynix written consent or (2) integration of third party products by any means into Software, Subscriptions or Subscription Software without additional SirsiDynix license. "License Metrics" means limits on Product usage as set forth in the Quote such as Titles, Circulation, Users, students, seats, and reports. "Maintenance" means the technical support and, with respect to Software, the provision of Updates for the level of support services purchased from SirsiDynix, GC#330040 all of which are provided under SirsiDynix's support policies in effect at the time the Services are provided, which may be modified from time-to-time by SirsiDynix in its sole discretion. A current version of such Support Policies can be found under "SirsiDynix Support Policies" (Document ID 125773) at http://support.sirsidynix.com. "Operating Environment" means SirsiDynix-recommended hardware, operating system, middleware, database products and other software on which the Software will operate. "Professional Services" means data conversion, implementation, site planning, configuration, integration and deployment of the Software or Subscriptions, training, project management and other consulting services. "Products" means Software, Subscriptions, Subscription Software, Services and Hardware. "Protected Materials" means Software and work product provided by SirsiDynix under Services, Subscriptions, Subscription Software and SirsiDynix's or its licensors' Intellectual Property and Confidential Information. "Quote" is defined in Section 1.3. "Services" means those services provided or arranged by SirsiDynix including but not limited to specific SirsiDynix Products such as (i) Professional Services; and (ii) that part of Maintenance that is technical support, excluding the provision of Updates. "SirsiDynix Software" means each SirsiDynix-developed and/or SirsiDynix- owned software product in machine-readable object code (not source code}, the Documentation for such product, and any Updates thereto. "Software" means the SirsiDynix Software and Third Party Software. "Subscriptions" means the provision of access by SirsiDynix or its hosting providers to Software and/or Content from a server farm that is comprised of application, data and remote access servers, including associated offline components including but not limited to cloud services and web access to Content. "Subscription Software" means Subscriptions hosted by Customer. Customer does not have a license in Subscription Software. "Term" is defined in section 9.2. "Titles" means the number of unique records for an electronic, virtual, and/or physical item which may be used by a library patron, such as a bibliographic, MARC, visual material, serial or Dublin Core record, created on the Software or Subscription. Multiple items, representing either identical items or volumes in a set, may be included in a single Title. "Third Party Products" means software or content including documentation and updates if any, owned by an entity other than SirsiDynix and provided by SirsiDynix in connection with Products. "Updates" means the error corrections, releases, updates, modifications or enhancements subsequently developed that SirsiDynix makes generally available to its customers as part of Maintenance on a when and if available basis. Updates exclude new products, modules, platform or functionality for which SirsiDynix charges a separate fee. "Users" means Customer's employees or agents who have been issued user names and passwords by Customer to use the Products. Each such User shall be one person, and user names and passwords cannot be shared or used by more than one person except with regard to Java WorkFlows and BLUEcloud Central, which may share users; however, SirsiDynix may require unique user names and passwords by Customer for these Products in the future due to security or other requirements. Notice of such change will be provided to Customer and Customer will immediately comply. Customer Initial and Date: _______________ _ Confidential Page 7 of? ft SirsiDynix'· Quote for Carlsbad City Library SirsiDynix Technology Center 3300 N. Ashton Boulevard, Suite 500 Lehi, UT 84043 Phone: 800-288-8020 Quote 98087 for: ~!~ SirsiDynix QUOTE CEarlsbad City Library_ 3 Year LTA Symphony Quote valid until: Prepared by: June 30, 2019 Tina Beecroft, Executive Account Manager Quote Number 98087 This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer if any The above information is a trade secret. proprietary and confidential and is only for use by the library named above and not to be released. Copyright 2019 Sirs1 Corporation -All Rights Reserved 8 SirsiDynix0 Page 1 of 6 I Quote for Carlsbad City Library Quote Number 98087 Quote Information General and/or Custom Services Statement of Work Term of Agreement: June 1, 2019 to May 31 , 2022 Total Cost of The Annual Agreement With The Current Products Included Is: $98,690 This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer, if any The above information is a trade secret. proprietary and confidential and is only for use by the library named above and not to be released Copyright 2019 Sirsi Corporation -All Rights Reserved @ SirsiDynix" Page 2 of6 Quote for Carlsbad City Library Quote Number 98087 Purchase Details All prices are in U.S. dollars($) and are exclusive of taxes unless otherwise noted. Active Products Quantity Total Price COMPONENT 1 3,940 SirsiDynix eResource Central Gateway Services -Annual Subscription 1 0 SirsiDynix eRC Connector for Baker and Taylor -Annual Subscription 1 0 SirsiDynix eRC Connector for OverDrive -Annual Subscription 1 0 SirsiDynix eRC Connector for Recorded Books -Annual Subscription 1 54,010 SirsiDynix Symphony Saas Hosting Fee 1 3,000 SirsiDynix SMS Notification for Symphony Saas, Annual Subscription - 1 00K Message Package 1,400 6,406 Enriched Content Basic Public Subscription (Per 1000 Circ) 1,400 3,364 Enriched Content Core Enhanced Public Subscription (Per 1000 Circ) 1 5,630 SirsiDynix Portfolio, Saas Annual Subscription -Up to 10K assets 1 6,000 SirsiDynix Enterprise, Saas Annual Subscription 1 10,000 Platinum Services Package -Premier 1 0 Platinum Services -Web Services SOK for Libraries Internal Use - included with Platinum Premier subscription 1 1,550 SirsiDynix Symphony Saas 9xx, Per User 1 4,790 BLUEcloud MobileCirc, Annual Subscription 1 0 SirsiDynix Symphony Saas Core 1 0 SirsiDynix Symphony Saas Acquisitions 1 0 SirsiDynix Symphony Saas Electronic Data Interchange (EDI) 1 0 SirsiDynix Symphony Saas Debt Collection Agency Interface 1 0 SirsiDynix Symphony Saas Materials Booking 1 0 SirsiDynix Symphony Saas OutReach 1 0 SirsiDynix Symphony Saas Serials This Quote is hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer, if any. The above information is a trade secret. proprietary and confidential and is only for use by the library named above and not to be released. Copyright 2019 Sirsi Corporation -All Rights Reserved @ SirsiDynix. Page 3 of 6 Quote for Carlsbad City Library Quote Number 98087 Quantity Total Price COMPONENT 1 0 SirsiDynix Symphony Saas Test System 1 0 SirsiDynix Symphony Saas Universal SIP2 1 0 SirsiDynix Symphony Saas SmartPORT, Unlimited Users 1 0 SirsiDynix Symphony Saas Unicode Server Extension Test System 1 0 SirsiDynix Web Services SOK for Libraries Internal Use, Annual Subscription 1 0 Saas SSL Security Certificate Subscription 1 0 BLUEcloud Analytics, Annual Subscription Total $98,690 Initial Term: Three (3) Years Initial Term Annual Price Increase Cap for SirsiDynix Products/Services: 0% until Term renewal The Initial Term and the Initial Term Annual Price Increase Cap set forth above shall apply to Active Products and new purchased Products/Services. Customer's usage is subject to limitations that can be found in the Terms and Conditions section at the end of the Quote. SirsiDynix reserves the right to adjust Initial Term pricing for Third Party/integrated products/services if a Third Party vendor increases pricing for Third Party/integrated products/services. Any applicable discount shall be applied on final payment. Any and all pre-printed terms and conditions on Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall be superseded by the current Master Agreement, unless such additional terms are statutorily required of the Customer. This Purchase Details section may not include pre-existing obligations for ongoing Products not listed in the Quote. This Quote 1s hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer 1f any The above information is a trade secret. proprietary and confidential and is only for use by the library named above and not to be released Copyright 2019 Sirs1 Corporation -All Rights Reserved 8 SirsiDynix" Page 4 of 6 Ouotr_; for CarlstJilcJ City L1lir<1rv Terms and Conditions Current Contract License Limits: Up to 1,750,000 titles. Customer shall not integrate products offered by third parties into Software, Subscriptions or Subscription Software without additional license from SirsiDynix. SirsiDynix shall have the right to aggregate and retain non-personally identifiable data. Any reference to license metrics and/or licensed amounts included in this quote shall be applicable only to the Products and/or services mentioned in this quote. This document and any software or professional services associated with this document are hereby fully incorporated into the current Agreement executed between SirsiDynix and Customer. If there is no current agreement between the parties, the terms and conditions of the current SirsiDynix Master Software License and Services Agreement shall be deemed the controlling Agreement between the parties, a copy of which shall be furnished upon Customer's request. Any and all pre-printed terms and conditions on Customer's Purchase Order(s) submitted to SirsiDynix are hereby rejected and shall be superseded by the current Agreement, unless such additional terms are statutorily required of the Customer. In the event of a conflict, the terms, payment terms, discounts, product lists and/or statement of work contained within this document shall take precedence over the current Agreement between the parties. In the event Customer desires or requires updated terms and conditions for the continuing business relationship with SirsiDynix, please contact your regional Sales Representative. This U: role is rlPI eby fully 111corpo1il(Pd !litil lllP Cl,11 er·t A,yPH I ii')/ f'XP.C!ilt1'1 a tr:ll1P secret pmprietary d11cJ con1i<1er1t1dl :irHJ 1s 011ly for :1y 1111-' !1t1r:1ry ~11rs1f )yr::x ~)f)(j (.:l1StO!l1PI ! :1rn; ] IH~ (li)OVP 1n:n··11c1t1on i:,, Jhove anc! nci tu bP rele~1sen 8 SirsiDynix' Ouo\(; for CarlsrJed City L1hrdry Signature(s) Customer Signature: Carlsbad City Library By d't,,!£l::J. (Authorized Signatur~ Name: E:) C\j. nJL-L\A. \Le,;;) (Printed) Job Title: C hl Q_ ~- Date:_:'.)_· /_q }_lq ___ _ Billing Address: Carlsbad City Library 1635 Faraday Avenue Carlsbad California 92008-7314 United States l t11~; CJ\Jote is t\r-11 etiy tully mcor poi a1i~c 1r lf{) t:Jf: (:tJf 1 ~;r1r. ;\qrer:1;1er 1! (~X:t-:,::J!:::i.l "lr,rrJce seuet. pIopr1etary ,iiHI conliciei1l1al ,nd 0I1ly for use t1y 111'" lilmuv Uuote Number 9b0~,-, Sirsi Corporation dba SirsiDynix Signature: / By~ (Author~natur Name: OAf\.ll'=::::{, tv\l}k,{[CQ;) (Printed) Job Title: Date: l,(e ff:;(3, 2-o(9 ~-)ir~~1l)y11ix ,:nd c;t1~;trn11t:1 .f c1ny. TIH_'. .:itH>vf:: :11tu1r11,1t11Jn !Se ttliove <1nd no1 10 hP. re!es:1sed ft SirsiDynix' ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME7v' Pam Christensen Diversified Insurance Group PHONE (801)325-5000 I rt~ No): (801) 532-2804 IA/C No Extl: 136 E. South Temple Street !~t~~SS:pchristensen@diversifiedinsurance.com Suite 2300 INSURERISI AFFORDING COVERAGE NAIC # Salt Lake City UT 84111 INSURER A: Great Northern Insurance 20303 INSURED Sirsi Corporation INSURER B : Federal Insurance Comoanv 20281 SirsiDynix INSURER C : Chubb Indemni tv Ins Co . 12777 3300 N. Ashton Blvd, #500 INSURER D : Ace American Ins. Co. 52421 INSURERE: Lehi UT 84043 INSURERF: COVERAGES CERTIFICATE NUMBER:2019 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE IMCn IW\tn POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A I CLAIMS-MADE w OCCUR DAMAGE TU RENTED $ 1,000,000 PREMISES /Ea occurrencel X 35988036 3/1/2019 -3/1/2020 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 M □PRO-DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: Employee Benefits Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accidentl -ANY AUTO BODILY INJURY (Per person) $ A -ALL OWNED -SCHEDULED AUTOS AUTOS X 73578677 3/1/2019 3/1/2020 BODILY INJURY (Per accident) $ -,--NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS IPer accident\ $ -,__ Hired Collision $ X UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ 10 000 000 -B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 OED I X I RETENTION $ 0 79887790 3/1/2019 3/1/2020 $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS" LIABILITY X STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A C (Mandatory In NH) 71739842 3/1/2019 3/1/2020 E.L. DISEASE -EA EMPLOYEE $ 1,000 000 If yes, describe under E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS below $ 1 000 000 D Cyber / E&O Liability G29010432001 3/1/2019 3/1/2020 Limit Per Occ./Agg. $5,000,000 [cl.aims made form] Retro Date: 12/15/1999 Oed. $100,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) City of Carlsbad and Carlsbad City Library are named as Additional Insured with respects to General Liability as per written contract with the insured. Coverage under this policy shall be primary insurance as respects the City, its officials, employees and volunteers with respect to work performed by the insured. 30 Day notice of Cancellation is included. Waiver of Subrogation included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad Carlsbad City Library Info Tech Dept. 1635 Faraday Carlsbad, I ACORD 25 (2014/01) INS025 (201401) CA Ave. 92008 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Pam Christensen/PC JJ~111~ © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CHUBB. Liability Insurance Endorsement Polley Period Effective Date Polley Number Insured Name of Company Date Issued MARDI 1, 2019 TO MARDI 1, 2020 MARDI 1, 2019 3598--80-36 DEN SD INTERMEDIATE INC AND SUBSIDIARIES GREAT NOR1HERN INSURANCE COMPANY MARDI 14, 2019 This Endorsement applies to the following forms: GENERAL LlABILfIY Who Is An Insured Additions/ Insured - Scheduled Person Or Organization L/ablllty Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured. the following provision is added. Persons or organizations shown in the Schedule are Insureds: but they are Insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule: • to the extent such contract or agreement requires the person or organization to be afforded status as an insured: • for activities that did not occur, in whole or in part. before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Acldlllonal Insured -Scheduled PenJon Or Organization continued EndorNment Page 1 CHUBB. Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Llab/1/ty lnsurancs Form BO-o2-2S67 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Repressntatlvs Add/tlona/ /nsuf'fld • Schsdu/sd Person Or Organization /astpags Page 2 CHUBB. Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued MAROl 1, 2019 TO MARQI 1, 2020 MAROl 26, 2019 3598-80-36 DEN SD INTERMEDIATE INC. GREAT NORTHERN INSURANCE COMPANY MAROI 28, 2019 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization L/ab/Rty Insurance Form «>-02-2387 (Rsv. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are llllllureds; but they are llllllureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement Add/tJonal Insured -Schsdu/ad Person Or Organization Pa~ 1 CHUBB. Llablllty Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Llablllty Insurance Form 80-02-2387 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CTIY OF CARLSBAD AND CARLSBAD CTIY LIBRARY, ITS OFHCIALS, EMPLOYEES AND VOLUNTEERS ARE INC1UDED AS ADDffiONAL INSURED wrrn RESPECTS TO Tiffi GENERAL I.JABIUfY AS PER WRITfEN CONTRACT wrrn Tiffi INSURED CARLSBAD CTIY LIBRARY INFO TECH DEPT. 1635 FARADAY A VE. CARLSBAD, CA 92008 All other terms and conditions remain unchanged. Authorized Rsprsssntatlvs Addltlonal Insured -Scheduled Person Or Organization last pegs Page 2