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HomeMy WebLinkAbout04496 - SIRSI CORP LIBRARY COMPUTER SOFTWARE MO7144 Kathie Hart From: Jeannie Kays Sent: Thursday, February 07, 2013 5:40 PM To: Kathie Hart Cc: Jay Thompson Subject: RE: A449S - Sirsi Corporation (library software) Yes,you may close it. I don't think the library has used Sirsi in a few years. Jeannie Kays � Director of Library Services V /\' Palm Springs Public Library 300 S. Sunrise Way r\ Palm Springs, CA 92262 760-322-8375 www.palmspringslibrary.org Jeannie.Kays@oalmsorinesca.eov Please Note: The Library is closed every Sunday and Monday. From: Kathie Hart Sent: Thursday, February 07, 2013 5:35 PM To: Jeannie Kays Cc: Jay Thompson Subject: A4496 - Sirsi Corporation (library software) Jeannie: In reviewing the agreements, it was noted the above referenced agreement expired January 2012. May I close this file? Or Is it still open? If it is we should amend the agreement. Please advise. Thank you. Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs e(760)323-8206 3200 E Tahquitz Canyon Way A (760)322-833Z Palm Springs, CA 92262 CO Kathie.Hart@PalmSprirJgsCA,aov Please note that City Hall is open 8 a.m. to 6 p.m. Monday through Thursday, and closed on Fridays at this time. 1 Sirsi Corporation Library Computer Software AGREEMENT #4496 M07144, 9-4-02 CITY OF PALM SPRINGS — - - — -- CONTRACT SERVICES AGREEMENT FOR LIBRARY COMPUTER SOFTWARE UPGRADE AND MAINTENANCE SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this q�—day of a , 2002, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and the SIRSI CORPORATION, a Delaware Corporation (herein "Sirsi"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Sirsi shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Sirsi warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Schedule of Performance. The services provided herein shall be completed within strict accordance with the dates set forth under the Implementation Schedule, attached hereto as Exhibit"B", commencing on the day of September 13, 2002. The parties shall further make best efforts to mutually agree upon specific completion dates for each of the items listed in the detailed Implementation Schedule and a specific installation date within ten days of all parties executing this Agreement. 1.3 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.4 Licenses Permits Fees and Assessments. Sirsi shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 1.5 Software Licensing. The City shall accept Exhibit "A", "Scope of Services", subject to the Migration to Unicorn Software License Agreement, attached hereto as Exhibit "C", incorporated herein by this reference, which shall be executed concurrently along with this Agreement. 1.6 Performance Standards and Testing. As specifically set forth in Exhibit "D", entitled "TESTING/System Capacity Requirements" attached hereto, Sirsi IRV#23809 v1 -I- shall test and demonstrate that the hardware and software described within Exhibit "A", "Scope of Services" are fully operational within sixty (60) days of completed installation, at a date and time mutually agreeable to both parties. If the hardware and software described within Exhibit "A", "Scope of Services" fails to perform to the expectations as set forth in Exhibit "D", entitled "TESTING/System Capacity Requirements", then the City shall have no obligation under this Agreement, other than to compensate Sirsi for the reasonable value of the services provided herein and to return the delivered hardware and software with a full refund of paid amounts for the returned hardware and software and for services not provided. 1.7 Familiarity with Work. By executing this Contract, Sirsi warrants that: (a) Sirsi has thoroughly investigated and considered the scope of services to be performed, (b) Sirsi has carefully considered how the services should be performed, and that (c) Sirsi fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Additionally, Sirsi warrants it has, or will, perform any and all necessary investigations to become fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should Sirsi discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Sirsi shall immediately inform the City of such fact and shall not proceed except at Sirsi's risk until written instructions are received from the Contract Officer. Notwithstanding the above and at the City's expense, the City shall prepare the site with good working electrical outlets, computer hardware as reasonably required by Sirsi and as explained through Sirsi's Welcome Compact Disk (CD) at the outset of installation. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services. No such extra work may be undertaken unless a written order is first given by the Contract Officer to Sirsi, incorporating therein any adjustment in (i)the compensation provided for at Section 2.1 below, and/or(ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the City. Any increase in compensation of up to five percent (5%) of the compensation described at Section 2.1 below or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Sirsi that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Sirsi hereby acknowledges that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Sirsi anticipates and that Sirsi shall not be entitled to additional compensation therefore, except as provided in the Schedule of Compensation at Exhibit "E". 1.9 Migration. This Agreement concerns the migration by City from its current library automation software licensed by SIRSI, to the new software licensed by SIRSI known as"UNICORN". The parties agree that except as may be otherwise specified herein, effective thirty (30) days following implementation by City of the UNICORN IRV#23809 v1 -2- Licensed Software in production mode, all obligations of the parties under prior agreements, including but not limited to the: Software Products Purchase Agreement dated November 17, 1988, as amended, including the; and Customer Support Services Agreement, dated November 17, 1988, as amended; shall be deemed completed in their entirety, and superceded by this Agreement. Upon implementation of the UNICORN Licensed Software, the City shall delete all copies of the former library automation system software licensed by SIRSI from its system, and certify that all copies of such software and related documentation have been destroyed 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Sirsi shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "E" and incorporated herein by this reference, but not exceeding the maximum contract amount of One Hundred Forty-Nine Thousand Two Hundred Twenty- One Dollars and Seventy Cents ($149,221.70), inclusive of any and all reimbursable expenses, and any and all applicable taxes ("Contract Sum"). 2.2 Method of Payment. In any month in which Sirsi wishes to receive payment, no later than the first (15) working day of such month, Sirsi shall submit to the City in a reasonably acceptable form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. 2.3 Maintenance/iBISTROAgreement. Upon execution of this Agreement, the parties shall execute the Agreement for Software Support, Maintenance and Update Service ("Maintenance Agreement") attached hereto as Exhibit"F"and the BISTRO Data Stream Subscription Services Agreement attached hereto as Exhibit "G", incorporated herein by this reference; provided, however, that the Maintenance Agreement and BISTRO Agreement shall be subject to all the terms and conditions provided under this Agreement, unless specifically set forth otherwise. 2.4 Retention of Funds. Sirsi hereby authorizes City to deduct from any amount payable to Sirsi (i) any amounts the payment of which may be in dispute hereunder, and (ii) all amounts for which City may be liable to third parties, by reason of Sirsi's negligent acts or omissions under this Agreement. In the event that any claim, as a result of Sirsi's negligence, is made by a third party, the amount or validity of which is disputed by Sirsi, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Sirsi to insure, indemnify, and protect City as elsewhere provided herein. The amount of such funds retained shall in no event exceed Sirsi's maximum compensation amount under the Schedule of Compensation, as set forth at Exhibit "E". IRV#23809 v1 _3_ 3.0 COORDINATION OF WORK 3.1 Representative of Sirsi. Carol Morris (Project Manager) is hereby designated as being the principal and representative of Sirsi authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. Margaret Roades is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Sirsi. 3.3 Prohibition Against Subcontracting or Assignment. Sirsi shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City, exceptforthe subcontracting of services related to the server to SUN. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. Sirsi may assign this Agreement and its rights and obligations hereunder, without the approval of the City, 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: provided, however, that the City shall be provided with notice of such transferwithin thirty(30)days of said transfer and shall have the right to terminate this Agreement, including Exhibit "F", the Maintenance Agreement, within ninety (90) days notice of such transfer. . 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Sirsi, its agents or employees, perform the services required herein, except as otherwise set forth. Sirsi shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Sirsi shall not at any time or in any manner represent that it, or any of its agents or employees, are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. Sirsi shall procure and maintain, at its sole cost and expense, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General IRV#23809 v1 _4_ Liability Policy shall name the City of Palm Springs as an additional insured in accordance with standard ISO additional insured endorsement form G-134802-A (Ed. 6/99), at an annual fee of$250, commencing January 1, 2004, until termination of this Agreement. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily injury and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Professional Liability Insurance. A policy of professional liability insurance shall be provided on a claims made basis with a single limit liability in the amount of$1,000,000 wrongful act or omission coverage. All of the above policies of insurance shall be primary insurance for Sirsi. (Reference Section 4.4 regarding sufficiency.) The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, Sirsi shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until Sirsi has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. Sirsi agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which Sirsi may be held responsible for the payment of damages to any persons or property resulting from Sirsi's activities or the activities of any person or persons for which Sirsi is otherwise responsible. In the event the Sirsi subcontracts any portion of the work in compliance with Section 3.3 of this Agreement, the contract between Sirsi and such subcontractor shall request the subcontractor to maintain insurance similar to that Sirsi is required to maintain pursuant to this Section. 4.2 Indemnification. Sirsi agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be IRV#23809 v1 _rJ_ asserted or claimed by any person, firm or entity directly and proximately arising out of or in connection with the negligent performance of the work, operations or activities of Sirsi, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Sirsi hereunder, or arising from Sirsi's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Sirsi will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Sirsi will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of orfailure to perform such work, operations or activities of Sirsi hereunder; and Sirsi agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Sirsi for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Sirsi hereunder, Sirsi agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 4.3 Performance Bond. Performance Bonds are hereby waived. 4.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. IRV#23809 v1 _6_ 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until January 31, 2004; provided, however, that this Agreement shall automatically be extended for a reasonable period to allow for the completion of any and all remaining services as set forth under the Scope of Services, Exhibit "A," any and all ongoing maintenance services, and for Additional Services under Section 1.8 herein. The Migration to Unicorn Software License Agreement in Exhibit C,will survive termination or expiration of this Agreement and will remain in effect for so long as City retains possession of the Licensed Software or Documentation, unless terminated in accordance with the Migration to Unicorn Software License Agreement in Exhibit C. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty(30)days written notice to the other party, up through and until the completion and acceptance of work defined within the Scope of Services, Exhibit "A." Upon receipt of the notice of termination, Sirsi shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Sirsi shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. This provision shall not apply to the maintenance services under Section 2.3 and the attached agreement herein. Upon termination of the Agreement and the License Agreement in Exhibit C, the City shall return to Sirsi the Licensed Software and Documentation. 5.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Sirsi, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if Sirsi shall within ten (10)days of the knowledge of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Sirsi be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Sirsi's sole remedy being extension of the Agreement pursuant to this Section. IRV#23809 v1 _7_ 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Sirsi covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Sirsi shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to Sirsi, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Sirsi or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly interested, in violation of any State statute or regulation. Sirsi warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of Sirsi, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. In the event that any ambiguity or contradiction is found to be contained within this Agreement, the exhibits and/or the attached agreements herein, the express terms of this Agreement shall be controlling. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. IRV#23809 v1 _$_ 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [Signature Page Follows:] IRV#23809 v1 -9- IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTES 'y CITY OF PALM SPRINGS, a municipal corporation APPROVED AS TO FORM: By Attorney By City ager SIRSI CORPORATION, a Del ware Corporation Corporations require two notarized signatures: one from each of the By '� following: A. Chairman of Board, Signature (Notarized) President, or any Vice President; and B. Secretary,Assistant Secretary, Treasurer, Larry D. Smith, Chief Financial Officer Assistant Treasurer, or Chief Financial Print Name & Title Officer By f l>>hErJ Signature (Notarized) John Dickson, Vice President, Development Print Name & title Mailing Address 9��-c�a -- a 101 Washington Street SE `✓ 0 I �� Ljq Huntsville, Alabama 35801-4827 ��I6do6 IRV#23809 v1 -1 O_ - EXHIBIT "A" SCOPE OF SERVICES I. UnicornOASIS Software. UnicornOASIS Model D Package configured for up to 150,000 titles includes module licenses equivalent to the following modules transferred from DRA INLEX System: a) Bibliographic Control b) Authority Control c) iBistro Suite: includes Public Access Catalog, World Wide Web Catalog Interface, User Request and Information Module, Information Gateway (modem, telnet, WWW, Z39.50 client), and My Favorites, Most Popular, Buy Now, Kids' Library, Announcements, (unlimited users) d) Z39.50 Version 3 Server (TZIG/Bath Profile compliant) e) Circulation Control, including Inventory Control and Backup Circulation f) Acquisitions and Fund Accounting g) Find Software License h) Complete Electronic System Documentation (includes updates and rights for internal distribution) i) WorkFlows Windows 95/NT staff clients (50 users) j) Sirsi Reporting Module and MARC Import/Export utilities k) Standard Sirsi System Software II. Additional UnicornOASIS Software. a) Serials Control and Checkin b) Second Language OPAC Interface (Spanish) c) Patron Authentication Software d) Outreach Services (Homebound) e) Subscription Services - IBistro Data Stream subscription for up to 40,000 registered patrons. Includes content data base enrichment with Hot Sites, Best Seller Lists, Reviews, Summaries, Table of Contents, Author Biographies, First Chapter, Cover Images and Annotations, and Fully Cataloged Web Sites, all updated automatically on a monthly basis, including maintenance for the first year of service. f) Automated Authority Control Processing - Based on estimated 150,000 records @$0.07 per record. Note: All Licensed Software as detailed in I and II above are provided and licensed to the City in accordance with Exhibit C Migration To Unicorn Software License Agreement. IRV 423822 vI -1- III. Sirsi Professional Services. A. Sirsi Project Management Package Includes: 1. Sirsi Team including Project Coordinator, Database Specialist, System Engineer, and Trainer, responsible for all Sirsi software setup, configuration assistance and policy generation. 2. Item Record Conversion (up to 170,000 items) 3. Patron Record Conversion (up to 35,000 user records) 4. Circulation Transaction Conversion (up to 50,000 estimate open charges, bills, holds transactions) 5. Load MARC Bibliographic and Item Data 6. Load MARC Authority Data 7. Load ASCII Patron Data 8. Load ASCII Circulation Transactions (charges/bills/holds) B. User Education 1. (1) 2 Day Session On-site Pre-Installation Consultation 2. (1) 5 Day Session On-site User Training (base package modules) 3. (1) 5 Day Session On-site User Training (Acquisitions and Serials) 4. (1) System Administration Class Registration (3 days in Huntsville for 2 trainees) 5. (1) Advanced System Administration Class Registration (2 days in Huntsville for 2 trainees) 6. Travel and all Reimbursable Expenses for Sirsi Trainers/Consultants IV. Unix Server Hardware (SUN). SUN Blade 100 Server configured for 60 concurrent users wi RAID1 a) (1) 500Mhz Processor b) 512MB Memory c) (2) 15GB EIDE Disk Drives d) 1.44MB Diskette Drive e) 48X CD-ROM Drive f) Country with Keyboard and Mouse g) PGX64 Graphics Adapter h) 4mm Internal Tape Drive (12/24GB capacity) i) 17" Color Monitor j) Solaris 8 Server Software k) 3-Years SUN Silver Support I) System Printer LexMark 2391 m) Powerware UPS 750KVA n) All shipping and installation included. IRV 423822 vI _2_ V. Maintenance Services. Annual software support commences with the completion of system installation. Sirsi's maintenance support includes Sirsi's Unicare toll-free telephone consultation service, 24 hour, 7 day per week emergency support, and all future enhancements released by Sirsi for the Unicorn OASIS modules licensed herein. The scope of the maintenance services are further set forth in the Maintenance Agreement, attached hereto as Exhibit "F." VI. Library Locations Palm Springs Public Library 300 S. Sunrise Way Palm Springs, California 92262 IRV 823822 vI -3- Unicorn Collection Management System SIRSI 1 Implementation Schedule Exhibit B IMPLEMENTATION SCHEDULE — ---- ,._ - —- — -- -— — — -- —------- - - ----- Date I __ _Milestone Turnkey) — Completed by -Week 1 License agreement completed and 4-character code Customer/SIRSI assigned. Week 1 _— _� Schedule Network Analysis_ Customer/SIRSI Week 1 Evaluate site for installation readiness by completing Customer :Pre-Installation Guide to Hardware Week 1 Order hardware.Note. Contract must be executed by SIRSI l this date for this schedule to be in effect J Week I I Extracts all data specified in your contract that will Customer/SIRSI ___J be loaded for test installation. Week 1-2 Custom Pre-Installation guide to Data Loading is SIRSI ire ared incorporating customer data Week 3 Project Manager site visit(2 days) Customer/SIRSI Week 4 Returns a completed copy of the Pre-Installation j Customer guide to Configuring Hardware. Hardware _ Questionnaire.__._-_--------___._.--------__---- Week 4 Returns a completed copy of the custom Pre- Customer _ Installation Guide to Loading Data Week 4 Returns completed copy of Started and Users and Circulation. l in Getting Customer W — --Week 5 Receives and configures hardware. SIRSI Week 5 Com fetes data loading preparation. SIRSI Week 6 -Installs software on Customer's system SIRSI .. ..,. L.- Week 7 Loads and indexes all data to create a training load of SIRSI customer data. Week 7 Schedules a"Meet the Trainer"call to introduce your SIRSI — trainer and to discuss training schedule. Week 8 Completes pre-ship quality control including full SIRSI _system backup_Ship server. _— Week 9 Receives hardware shipment. Customer Monday-Tuesday I Week 9 Installs host computer, system printer and console. Customer/SIRSI Wednesday-Friday SIRSI representative on-site for this activity(If Unix Server). Week 10 Sets up training area: Customer 1 o Sets up workstations. f o Installs Unicorn client software. o Attaches printers. o Faxes diagram of training area to SIRSI Week 10 Works with SIRSI technical analyst assigned to your Customer/SIRSI team to test workstations. -Week 10 �� Reviews data loading report Customer/SIRSI —� 1 813012002 Unicorn Collection Management System Implementation Schedule Week I 1 Training preparation week: Customer o Training materials distributed o Documentation review Review of training plans with ainer 1_______0----------— -- —— _..tr_....— _.---------____ Week 12 First week of on-site training: SIRSI Unicorn Basics Weeks DATA REVIEW PERIOD Customer 13-16 During this time Customer begins review of test data load. Customer should schedule additional SIRSI training(i.e., Serials and Acquisitions), or schedule in house training .. ..... .. .... ...__ ...---.-... ._ -----. ------ ..,. Week 15 Friday All policy data mapping, indexhig or display changes I Customer due to Project Manager. *Any changes received after this date will result in the rescheduling of the "Go Live"date. Weeks 13 16 Attends System Administration class in Huntsville. Customer J _ Register on-line www.sirsi.com. _ Weeks 13-16 Test StandAlone. Customer Week 16 Final extract of bib and item records. j Customer/SIRSI _Friday *Cataloging ceases on previous system Week 17 Completes final load of the bib and item file. SIRSI Monday-Friday NOTE: If customer has serials or acquisition data i J this time period will he expanded.- Week 17 Reviews data and prepares for"go live" Customer Friday I Week 18 I Final extract of patron and eirc data. — — Custoier/SIRSI --- Monda� Week 18 Customer on StandAlone. *No Transactions i Customer Monday conducted on previous system. —Week 18 Load patron files. SIRSI Tuesday Week 18 Load circulation files. SIRSI Wednesday l --- - - __ -. -- .--.- __ Week 18 Load standalone transactions. Library goes five"with 1 Customer/SIRSI Wednesday Thursday Jtheir new system _. —---------- —_— ----- ----I-- ----- ----_..� 2 EXHIBIT "C" MIGRATION TO UNICORN SOFTWARE LICENSE AGREEMENT THIS LICENSE AGREEMENT("Agreement"), is made and entered into this day of , 2nn2,by and between SIRSI Corporation, a Delaware corporation, located at 101 Washington Street SE, Huntsville Alabama 35801-4827 ("SIRSI") and the Palm Springs Public Library, located at 300 S. Sunrise Way, Palm Springs, California 92262 ("LIBRARY"). WHEREAS, LIBRARY has previously purchased licenses for various library automation software modules owned by DATA RESEARCH ASSOCIATES, INC., a wholly owned subsidiary of SIRST("DRA");and WHEREAS, LIBRARY desires and SIRSI is willing to exchange such software licenses for SIRSI's library automation software, as further described herein; and WHEREAS, SIRSI is authorized to purchase and resell hardware and sublicense software manufactured by others, (hereinafter sometimes referred to as "Manufacturers") and LIBRARY wishes to obtain from SIRSI certain of the Manufacturers' computer hardware and licenses for Third Party Software and SIRSI Licensed Software; In consideration of the mutual covenants herein,and for other good and valuable consideration,the undersigned parties hereby agree to the following terms and conditions: 1. Definitions. Library Computer Software Upgrade and a. "Licensed Software" is the applications Maintenance Services("Library Service software modules owned by SIRSI, and Agreement")herein shall be provided to licensed to LIBRARY pursuant to the LIBRARY subject to payment of the license fees provisions of this Agreement, including listed in Exhibit E, Schedule of Compensation computer programs, Documentation, and therein, and in accordance with the terms and any subsequent updates provided. conditions of this Agreement. The Licensed b. "Central Processor" is the hardware Software,Third Party Software,and component or "Server Machine(s)" of the Documentation, including any updates provided, system located at the LIBRARY's central may be duplicated only as provided herein, and site which executes instructions and with inclusion of all copyright notices. The programs of the operating systems software, licenses granted in this Agreement shall continue Licensed Software and Third Party unless terminated as provided herein. Software, and that is comprised of one or more central processing units(CPU's). The rights acquired by LIBRARY hereunder are c. "Documentation"refers to SIRSI's manuals, expressly subject to a non-transferable, non- handbooks, and user information, regardless exclusive, limited license to use the Licensed of format, relating to the operation and Software and Third Party Software only as functionality of the Licensed Software and specified in this Agreement. This limited license Third Party Software. includes the right to use and modify certain files d. "Simultaneous Sessions" refers to the for LIBRARY's own design purposes, for its use number of simultaneous invocations of the in accordance with the provisions herein. SIRSI Licensed Software and Third Party is not responsible for any consequences of Software. modifications made by LIBRARY. e. "Third Party Software" refers to software sublicensed and/or distributed by SIRSI, but LIBRARY acknowledges that no title to or developed and owned by a third party. ownership of the Licensed Software or Third 2. License. The UNICORN Licensed Software, Party Software or any modifications thereof is transferred to LIBRARY, and that the Licensed Third Party Software,and any Documentation Software and Third Party Software remains the itemized in-Exhibit A, Scope of Services,to the proprietary property of SIRSI or others from Palm Springs Public Library (1/4/02) Costs - 1 Sirsi (Proprietary) whom SIRSI has attained distribution rights, and Central Processor. In the event that an is protected by federal copyright law. equipment malfunction occurs in the designated LIBRARY covenants to respect the confidential Central Processor,the Licensed Software and and trade secret nature of that Licensed Software Third Party Software(or copies thereof)may be and Third Party Software, by restricting use and used on another single Central Processor on a access as described herein. LIBRARY promises temporary basis during such malfunction. not to reverse engineer or otherwise recreate the form of expression or underlying ideas, The Licensed Software and Third Party Software (collectively "Recreate") contained in any for workstations ("Client" software) is licensed portion of the Licensed Software or Third Party for use by LIBRARY on the number of Software. LIBRARY covenants not to suffer or workstations stated in Exhibit A, Scope of permit others to Recreate the Licensed Software Services, for Client licenses. LIBRARY agrees or Third Party Software. to monitor such software use, and maintain a listing of the workstations on which the Client Except as otherwise stated herein, the license software is installed. In the event workstations fees set forth in Exhibit E, Schedule of are no longer going to be used by LIBRARY, Compensation, are conditioned upon LIBRARY agrees to delete all Licensed LIBRARY's use of the Licensed Software and Software and Third Party Software firom such Third Party Software with no more than the machines. number of Titles or Simultaneous Sessions, and at the specific LIBRARY locations and LIBRARY may not give away, rent, lease, or institutions listed in Exhibit A, Scope of otherwise sell, sublicense, distribute or transfer Services. In the event LIBRARY desires to use the Third Party Software, Licensed Software or the Licensed Software and Third Party Software any modifications thereto without the prior with more than the licensed number of Titles or written consent of SIRSI. LIBRARY Simultaneous Sessions, or locations or understands and agrees that the unauthorized institutions, LIBRARY shall provide written disclosure of the Third Party Software or notice to SIRSI of such intent. In such event, Licensed Software and any modifications thereto SIRSI may charge LIBRARY additional license by LIBRARY would irreparably damage SIRSI, fees. and LIBRARY agrees to protect the confidentiality of the Third Party Software and SIRSI reserves the right to audit use of the Licensed Software to the same extent it would Licensed Software for the purpose of verifying protect its own property. LIBRARY agrees to compliance with the software license provisions exercise diligence in preventing dissemination to herein. Failure by SIRSI to audit Licensed unauthorized personnel. LIBRARY agrees to Software use, or to enforce any provisions use all reasonable efforts to ensure that its herein, shall not be construed as a waiver of such employees and contractors abide by the terms right by SIRSI to enforce such provisions at any and conditions of this Agreement. LIBRARY time in the future. shall only use such Licensed Software and Third Party Software to process its own business U.S. GOVERNMENT RESTRICTED RIGHTS records. The Licensed Software, Third Party Software, LIBRARY may not remove any copyright, and Documentation are provided with trademark, or other proprietary notices from the "RESTRICTED RIGHTS". Use, duplication, or Third Party Software or Licensed Software or the disclosure by the U.S. Government is subject to media. LIBRARY agrees to conspicuously restrictions as set forth in subparagraph (c)(1)(ii) display SIRSI's copyright notice on the of DFARS 252.227-7013, or FAR 52.227-19, or logon/start-up screen of the Licensed Software. in FAR 52.227-14 Alt. III,as applicable. LIBRARY shall use the following notice, or such other reasonable notice as SIRSI shall from 3, Duplication/Nondisclosure/Use. The Licensed time to time require: Copyright © 1980-2002 Software and Third Party Software(including SIRSI Corporation. All rights reserved. any subsequent improvements or updates and Documentation,and any parts thereof)may only Except in the event of termination as hereinafter be used on the Central Processor, and may only specified,the Licensed Software licenses granted be copied, in whole or in part,for use on such hereunder shall last forever. Palm Springs Public Library(8/29/02) Costs - 2 Sirsi (Proprietary) 4. Transfer of License. SIRSI agrees to permit the Exhibit E, Schedule of Compensation,—attached transfer of the Licensed Software and Third thereto. A maximum of ten (10) persons will be Party Software to a different Central Processor(s) trained in a given class. purchased or leased by LIBRARY, provided that LIBRARY shall first obtain the consent of 11. Warranties/Maintenance/Support. The SIRSI. Such Central Processor(s) shall become hardware listed in Exhibit A, Scope of Services, the only Central Processor(s) licensed to use the to the Library Services Agreement is warranted Licensed Software and Third Party Software, and against defects in workmanship and materials LIBRARY shall certify that all copies of the beginning upon installation. SIRSI's sole Licensed Software and Third Party Software on responsibility under this warranty shall be to the original system have been destroyed, either repair or replace, at its option, the allegedly defective product. 5, Manufacturer's Software. SIRSI and LIBRARY agree that the terms and conditions Manufacturer's Limited Warranty shipped with Manufacturer's products govern Manufacturer's Products are warranted to LIBRARY's use of Manufacturer's software LIBRARY as specified in Manufacturer's Price sublicensed and/or distributed to LIBRARY by List or in the Warranty statement accompanying SIRSI. the Product. Manufacturer does not warrant documentation or Third Party products. (. Operating Environment. At its expense, LIBRARY shall prepare the site to comply with NO OTHER WARRANTY EXPRESS OR Manufacturer's site requirements. IMPLIED, SHALL APPLY. Manufacturers' requirements shall be furnished MANUFACTURER SPECIFICALLY to LIBRARY by SIRSI pursuant to this DISCLAIMS THE IMPLIED WARRANTY Agreement. Such installation site shall be made OF MERCHANTABILITY AND FITNESS available to SIRSI for installation within five (5) FOR A PARTICULAR PURPOSE. NO business days from the date of delivery of the REPRESENTATION OR WARRANTY hardware. INCLUDING BUT NOT LIMITED TO STATEMENTS OF CAPACITY, Z Delivery. Delivery will be made F.O.B. SUITABILITY FOR USE OR shipping point, with shipping charges to be PERFORMANCE WHETHER MADE BY included in Exhibit "B" Schedule of MANUFACTURER EMPLOYEES OR VAR Compensation, including charges (if any) to PERSONNEL SHALL BE CONSIDERED place the central site hardware in the desired TO BE A WARRANTY BY location for installation. SIRSI will select the MANUFACTURER, FOR ANY PURPOSE, carrier and will request inside delivery to the OR GIVE RISE TO ANY LIABILITY OF installation site specified in Paragraph 9 herein. MANUFACTURER WHATSOEVER. Insurance will be provided by Manufacturer or SIRSI on the products while in transit as included in Exhibit "E" Schedule of Compensation. New Licensed Software licenses purchased hereunder and new Third Party Software licenses listed in Exhibit A, Scope of Services, are 8. Title. Title to the hardware shall pass to warranted to perform in accordance with the LIBRARY subject to payment in full in applicable Documentation for ninety (90) days accordance with Exhibit E, Schedule of from Installation Date (defined as completion of Compensation. LIBRARY understands that no the initial five days of on-site training) of title to any software is granted hereunder. LIBRARY's. LIBRARY's recourse in the event the Licensed Software or Third Party Software 2 Training SIRSI agrees to provide LIBRARY does not conform to the applicable with the services of qualified personnel for the Documentation, is repair or replacement of the period of days indicated in Exhibit A, Scope of product, except as provided in Exhibit "D", Services, to the Library Service Agreement TESTING/System Capacity Requirements. herein, to train LIBRARY's staff in the use of During the warranty period, SIRSI will provide the Licensed Software according to mutually- warranty maintenance, support and phone agreeable training plans at the cost stated in consultation services in the use of the Licensed Palm Springs Public Library (8/29/02) Costs - 3 Sirsi (Proprietary) Software and Third Party Software in accordance 13. Termination/Return of Licensed Software. with a valid Software Support Agreement Either party shall have the right to terminate this negotiated separately herefrom. Agreement if the other party: SIRSI will provide maintenance, support and Assigns this Agreement or any of its rights consultation services in the use of the Licensed hereunder without obtaining the prior written Software migrated from a previous DRA/SIRSI consent of the other patty; system, in accordance with a valid Agreement for Software Support, Maintenance and Update Neglects or fails to perform or observe any of its Service negotiated separately herefrom. existing or future obligations under this Agreement; EXCEPT AS PROVIDED HEREIN, SIRSI MAKES NO OTHER WARRANTIES, Makes an assignment for the benefit of creditors, EXPRESS OR IMPLIED, AS TO ANY or a receiver, trustee in bankruptcy or similar MATTER WHATSOEVER, INCLUDING, officer is appointed to take charge of all or party WITHOUT LIMITATION, THE CONDITION of its property; and/or OF THE PRODUCT(S), THEIR MERCHANTABILITY OR FITNESS FOR Is adjudged as bankrupt; ANY PARTICULAR PURPOSE. and any of the above condition(s) is not LIBRARY shall provide SIRSI with access to remedied within thirty (30) days after written LIBRARY personnel and equipment during notice thereof has been given to the other party. normal business hours for the purpose of performing services under this Agreement. This In the event of cancellation and/or termination as access shall include the ability upon request by set forth above, LIBRARY shall pay SIRSI for SIRSI, to access the server(s) on which the the services rendered by SIRSI's employees as of Licensed Software is operated via ftp and telnet. the effective date of cancellation and/or termination based on the then prevailing hourly billing rates for such SIRSI employees. LIBRARY agrees to immediately return to LL Copyright/Right to Grant License. The SIRSI all copies of all proprietary materials, Licensed Software and Third Party Software is including, but not limited to the Licensed protected by copyright and trademark laws and Software, Third Party Software and international treaties. Title, ownership tights, Documentation. Any Licensed Software and and intellectual property rights in the Licensed Third Party Software licenses granted shall Software and Third Party Software remain in terminate, and the rights, obligations and SIRSI and/or its suppliers. Use of the Licensed liabilities of each patty shall cease. Software, Third Party Software, and associated Documentation is subject to the applicable 14. Limitation of Liability. EXCEPT FOR copyright laws and the express rights and THE EXPRESS WARRANTIES STATED restrictions of this Agreement. Any rights not HEREIN, SIRSI DISCLAIMS ALL expressly granted herein are reserved. SIRSI WARRANTIES, INCLUDING ALL hereby warrants that at the time of delivery of the IMPLIED WARRANTIES OF Licensed Software and Third Party Software, it MERCHANTABILITY AND FITNESS FOR has the right to grant the license(s)hereunder. A PARTICULAR PURPOSE. 12 Patent/Copyright Infringement Indemnity. If LIBRARY'S RIGHT TO RECOVER notified promptly in writing of any actions (and PROPERTY DAMAGES CAUSED BY all prior claims relating to such action) which SIRSI'S FAULT OR NEGLIGENCE SHALL may be brought against LIBRARY based on a BE LIMITED TO ONE MILLION claim that LIBRARY's use of the Licensed DOLLARS ($1,000,000.00). SIRSI WILL Software infringes a United States patent or NOT BE LIABLE FOR DAMAGES copyright, SIRSI will defend such action at its RESULTING FROM LOSS OF DATA, LOSS expense, provided that SIRSI shall have sole OF PROFITS, LOSS OF USE OF control of the investigation, defense and PRODUCTS OR FOR INCIDENTAL OR settlement of any such action. CONSEQUENTIAL DAMAGES, EVEN IF Palm Springs Public Library (8/202) Costs - 4 Sirsi (Proprietary) ADVISED OF THE POSSIBILITY OF Compliant. A product defined as being Year SUCH DAMAGE. THIS LIMITATION OF 2000 Compliant will produce the same results SIRSI'S LIABILITY WILL APPLY prior to the year 2000 and after the year 2000. REGARDLESS OF THE FORM OF Any Year 2000 Compliant product will handle ACTION, WHETHER IN CONTRACT OR leap years correctly, and will utilize non- TORT INCLUDING NEGLIGENCE. ANY ambiguous representation, handling and ACTION AGAINST SIRSI MUST BE interpretation of centuries represented by two BROUGHT WITHIN EIGHTEEN (18) digits if such representation is allowed by the MONTHS AFTER THE CAUSE OF THE product. ACTION ACCRUES. L8. Notices. Any notices hereunder shall be in a Ownership of Library Data. All bibliographic, writing and delivered in person, by facsimile, item, fine, patron, and other records entered into overnight express or by registered or certified the database of LIBRARY or supplied to SIRSI mail, return receipt requested, with proper by LIBRARY are and shall remain the sole postage prepaid, properly addressed as set forth property of LIBRARY. SIRSI shall not without below. Notice shall be effective upon delivery. LIBRARY's written consent, copy or use such Facsimile notices shall also be delivered by U.S. records except to carry out contracted work and mail, postage prepaid, or another means listed will not transfer such records to any other party above, but shall still be effective upon facsimile not involved in the performance of this transmission. Agreement, and will return submitted records to LIBRARY upon completion of the work FOR SIRSI: hereunder. LIBRARY shall have the right, without the consent of SIRSI, to extract such SIRSI Corporation data in industry-standard formats, and at no cost 101 Washington Sheet SE to LIBRARY. LIBRARY acknowledges that the Huntsville,Alabama 35801-4827 storage compilation,format and layout constitute Attn: Finance and Administration/Contracts proprietary and trade secret information of SIRSI FAX: (256)704-7007 and are protected by federal copyright law. SIRSI agrees to assist LIBRARY, if requested, FOR LIBRARY: in making such extracts, subject to reasonable compensation therefor. Palm Springs Public Library 300 S. Sunrise Way LG Non-SIRSI Coftwar and Har 1 Palm Springs, CA 92262 LIBRARY shall have the right to install on the system additional software and/or hardware 19— Governing Law. This Agreement is governed distributed or sold by SIRSI to LIBRARY which has not been licensed, suBRAsed, by and is to be construed in the United States, . under the laws of the state of the principal place However, SIRSI shall have no responsibility for of business of LIBRARY. In the event that maintenance or support of software or hardware LIBRARY is located outside of the United not provided by SIRSI, or for any adverse affects States, this Agreement shall be construed in resulting from use or interaction of such products accordance with the laws of the State of with SIRSI products. SIRSI shall incur no Alabama. additional expense as a result of LIBRARY's use of such products. 20 Force Maieure. SIRSI shall not be liable for any damages resulting from any delay in delivery ]2 Year e SIRSI r ii a ion. SIRSI hereby certifies or failure to give notice of delay which directly that the SIRSI Licensed Software n Year 20ed or indirectly results from the elements, acts of Compliant as defined herein, when configured and used a God, delays in transportation, delays in delivery accordance with the current related by SIRSI's vendors, commercial Documentattion, provided that all other products impracticability, or any other cause beyond the (the underlying operating system, other software, delivery reasonable control of SIRSI. The del firmware and hardware) used with the SIRSI schedule shall control extended by a period el time Licensed Software are also Year 2000 Palm Springs Public Library (8/29/02) Costs - 5 Sirsi (Proprietary) equal to the time lost because of any such delay. advertising in such a manner as to state or imply SIRSI shall not be liable for damages resulting that the products or services provided hereunder fiom delays by LIBRARY. are endorsed or preferred by LIBRARY, unless LIBRARY agrees otherwise in writing. 21 Waivers. No waiver of right, obligation, or default shall be implied, but must be in writing, LIBRARY further agrees to permit SIRSI to signed by the party against whom the waiver is issue any press releases it believes are required sought to be enforced. One or more waivers of by the Securities and Exchange Commission, a any right, obligation, or default shall not be stock exchange, or any other regulatory body in construed as a waiver of any subsequent right, order to comply with stock exchange disclosure obligation, or default. requirements. 22 Severability. If any provision of this Agreement 24. Entire Agreement. This Agreement is the result is determined to be unenforceable or invalid, the of negotiation of the parties and has been agreed remaining provisions of this Agreement shall not to after careful negotiation and discussion. This be affected thereby and shall remain in full force Agreement constitutes the entire agreement and effect. between the parties on this matter and supersedes all previous communications and representations 23 Press Releases. SIRSI shall have the right to or agreements, either written or oral, with respect include LIBRARY's name in its published list of to the subject matter hereof, with the express customers, without prior approval of LIBRARY. exception of the Contract Services Agreement With regard to other publicity matters wherein for Library Service Agreement executed LIBRARY's name is mentioned in relation to concurrently herewith. No modification hereof products or services furnished by SIRSI, SIRSI shall be binding on either party unless agrees to submit to LIBRARY for approval all acknowledged in writing by the duly authorized such proposed advertising, sales promotion or representative of either party. In the event of a other copy, and to refrain from publishing or conflict between the terms of this Agreement, using any such publicity without LIBRARY's and the terms of any Purchase Order issued by prior written consent, which consent shall not be LIBRARY, the provisions of this Agreement unreasonably withheld. SIRSI further agrees not shall control to refer to award of this contract in commercial SIRSI COOlil q.16TION �— fatty D. Smith Title: Title: Chief Financial Officer Email: By: , n Dickson Title: Vice President,Development Palm Springs Public Library (8/29/02) Costs - 6 Sirsi (Proprietary) EXHIBIT D TESTING/System Capacity Requirements I. Acceptance Testing The City shall have thirty (30) days ("Test Period") from the completion of the initial five days of on-site training ("Installation Date") to test the Licensed Software on the Cenral Processor to confirm the Licensed Software functions in substantial accordance with the specifications set forth in the Agreement and Documentation. The City shall either notify Sirsi in writing that acceptance ("Acceptance") has occurred, or that the Licensed Software has not been accepted, detailing the particular functions that are not in conformance with the Documentation. Upon receipt of such notification of any Non-conformities Sirsi shall, within sixty (60) days, demonstrate that the Licensed Software does properly function or shall correct such Non-conformities at its own expense and notify the City when such corrections are complete. Upon installation of such corrected Licensed Software, the terms of this Clause shall govern the retest. If the City fails to notify Sirsi either of Acceptance or of any Non-conformities with the specifications within the initial or, if appropriate, the subsequent, thirty (30) day Test Period, the Parties agree that Acceptance shall,for all proposes of this Agreement, be considered to have been successfully accomplished. The City agrees that the Licensed Software may not be placed into operational use for its normal daily business until Acceptance has occurred. The City further agrees that notwithstanding the status of the testing, City's Acceptance of the Software shall have occurred upon the continued use of the Software by the City in its normal daily business for five(5)consecutive days after the go live date in Week 18 of the Implementation Schedule,Exhibit"B". Either Party may terminate this Agreement by serving the other Party written notice to that effect, if after the initial and subsequent Acceptance tests as described above, Sirsi is not able to correct the Non-conformities. If such termination occurs, Sirsi, as its sole liability, shall refund payments received under this Agreement for the Software, and Services not rendered and Sirsi provided Hardware within thirty (30) days after the City has relinquished all licensed rights granted in this Agreement by returning the Licensed Software, Sirsi provided hardware and Documentation. II.Optional Testing. A. Testing Costs.A database and Performance test/Response time test can be performed at the City's sole option and authorization,at a fee of$3,390 per test,to be used in new system for Acceptance Testing(the"Option"), Said tests shall be requested in writing by City within sixty(60)days of the Installation Date, or the Option shall be of no further force or effect. 1.Performance test Levels The proposed system must be configured to accommodate the main library,plus_ad th0 branches and the following database sizes and transaction loads. Vendor must include any cost to prepare or loe library's existing machine-readable records in the cost section of Vendor's proposal. (initial load) (with expected growth) Bibliographic Records 149.60 titles 152.000 Items(copies, volumes) 175,78 volumes 180,000 Authority Records 230,005 records 250,000 User Records 27,832 records 30,000 Other Files 0 records 0 Annual Circulation _403,722 loans 410.000 The Library uses OCLC for current cataloging. The vendor must provide a cataloging interface to this utility. Costs for any additional cataloging interfaces offered by the Vendor must also be quoted as options. The system proposed must be capable of supporting access by up to 60 simultaneous(logged on)users as of the initial installation, and of allowing growth up to an eventual 100 simultaneous users(with addition of extra user licenses,memory, and disk upgrades)without the need for replacement of server hardware or software. The server hardware proposed must be able to support the following types and quantities of workstations and peripherals. Vendor may quote the workstations and peripherals,but the Library reserves the right to use existing compatible items or purchase these items elsewhere,without penalty. Branch/ #ofreceipt #of barcode #ofportable Location#ofPCsprinters #ofprinters readers inventory scanners LC 63 6 17 17 0 2.Response Time Test 1. The Response Time Test will determine whether the System is meeting response times for transactions. The LIBRARY has the option to waive the test or to have the test conducted by SIRSI as described above. 2. SIRSI will conduct a Response Time Test during a Benchmark utilizing a sample database provided by SIRSI. If the LIBRARY chooses to conduct the Response Time Test, it will be conducted by SIRSI as an acceptance test during the initial training on the Licensed Software. 3. The Response Time Test is an automated procedure that uses software to simulate the presence of live operators.These simulated operators are called simulators. Each simulator is assumed to be in a particular work area performing one type of operation. The number of simulators for each work area is based on the distribution of actual workstations in the LIBRARY. The Unicorn commands issued by each simulator are determined in advance of the test by randomly selecting data from the LIBRARY's operation database(in the Benchmark a sample database will be provided by SIRSI). While the test is run,response times for each operation issued by each simulator is collected. These response times are then evaluated,producing minimum, maximum and average times for each Unicorn command used. The granularity of measure is one(1)second. The test will consist of circulation and catalog access(OPAC searches)organized into sessions. These sessions will consist of charges,discharges, and searches,using users and materials randomly selected from the LIBRARY's live database(in the Benchmark a sample database will be provided by SIRSI). The Unicorn Response facility will automatically build these sessions which can then be run to simulate the simultaneous use of the system's workstations. In the response test,there will be one session for each workstation on the system. The sessions will be configured to represent the uses of each workstation. That is, if seven workstations are used at circulation, seven circulation-type sessions will be run. 4. Below are the number of simulators for each type of operation for this test. There are 20 simulators each issuing author-last name keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing two word title keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing author-last name plus two word title keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing two-word subject keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing two-word keyword searches 30 seconds after receiving the response from the previous search transaction. There are 30 simulators each issuing 3 charges/discharges issuing 20 seconds after receiving the response to the previous charge/discharge transaction. 5. The results of the Response Time Test will be tabulated by function showing the total number of transactions and the minimum,maximum and average response times for each function over the life of the test. The data will be analyzed one(1)minute after the last simulator is started to allow the machine to stabilize. The individual sessions will focus on the functions described below: Checkout/Checkin: each charge/discharge shall issue 20 seconds after receiving the response from the previous charge/discharge transaction. Searches-Author/Title: each author/title search session shall search 30 seconds after receiving the response from the previous search transaction. Searches-Subject: each subject search session shall search 30 seconds after receiving the response from the previous search transaction. Searches- each keyword search session shall search 30 seconds after Keyword/Boolean: receiving the response from the previous search transaction. 6. The test will show that the system meets the following response time criteria: 99%of LIBRARY material charge and discharge transactions will be completed in 3 seconds or less. The System will be able to charge or discharge items accurately and rapidly with response time averaging no more than 6 seconds in peak periods. 99%of OPAC two word title searches will be completed in 3 seconds or less. 99%of OPAC two word keyword searches will be completed in 3 seconds or less. 99%of OPAC one-word author last name keyword searches will be completed in 3 seconds or less. 99%of the two word subject searches will be completed in 3 seconds or less. 99%of the one-word author last name/two word title searches will be completed in 3 seconds or less. 7. For the following specific types of transactions,the System will perform with the indicated transaction times: Average Maximum Transaction Tyne Response Time Response Time Charge 2 secs 3 secs Discharge 2 secs 3 secs Queries by single key 5 secs 8 secs Searches that require access by multiple keys 5 secs 8 secs Response Time for a transaction is defined as the amount of elapsed time between the simulator signaling the computer to perform an operation and the simulator receives a response. The granularity will be one(1)second. This test measures the CPU/Server's internal transaction responses,this test does not simulate a network environment. Following industry practices. SIRSI will calculate the Average Response Time and Maximum Response Time excluding the top 5%of the transactions performed. The LIBRARY acknowledges that this Response Time Test performed on the System to determine acceptability, may be influenced by a number of factors(e.g., file size,network structure, client load and the presence of additional application software on the System)beyond the control of SIRSI when the System is utilized in an operational environment. Therefore,since it is impractical to assume that the System will remain exactly as when this Acceptance Test was conducted,LIBRARY acknowledges and agrees that operational response times may vary and repetition of these response times are not guaranteed during the Licensed Software Warranty Period. The LIBRARY,by their signature below,hereby acknowledges successfi l completion of the agreed upon Acceptance Test and agrees that Acceptance of the SIRSI provided Licensed Software has been accomplished. THE LIBRARY Signature: Name: Title: Date: EXHIBIT "E" SCHEDULE OF COMPENSATION The services provided under this Agreement shall be performed for a maximum contract amount of One Hundred Forty-Nine Thousand Two Hundred Twenty- One Dollars and Seventy Cents ($149,221.70), inclusive of any and all taxes, costs and reimbursable expenses (the "Contract Sum"). The fee breakdown for the products and services provided under Exhibit "A", Schedule of Performance, are as follows: Item of Performance Cost I. UnicomOASIS Software. $32,325.00 ll. Additional UnicomOASIS Software. $45,325.03 III. Sirsi Professional Services. $38,059.00 IV. Unix Server Hardware (SUN). $ 7,002.67 V. Maintenance Services for one $20,510.00 Vear from end of warranty period VI. Reimbursable Expenses (maximum): $ 6,000.00 GRAND TOTAL: $ 149,221.70 Compensation for UnicornOASIS Software and Additional UnicomOASIS Software, listed above as items I and Il, respectively, shall be due and owning eighty percent (80%) upon delivery of the Licensed Software and twenty percent (20%) upon Acceptance, as provided in the Agreement. Compensation for item III, Sirsi Professional Services, shall be billed to the City in total, upon installation of the Licensed Software as provided in Exhibit "B", Implementation Schedule. Compensation for item IV, Unix Server Hardware (SUN), shall be invoiced upon delivery of the hardware as provided in the Agreement. Charges for the Maintenance Services set forth above shall not be due and owing until the completion and Acceptance of the Licensed Software by the City. All reasonably incurred reimbursable expenses shall be paid as invoiced to the City in accordance with the Agreement, and shall not exceed a total of six thousand ($6,000.00) dollars. The Contract Sum billed by Sirsi to the City, shall not exceed One Hundred Forty-Nine Thousand Two Hundred Twenty-One Dollars and Seventy Cents ($149,221.70) dollars, inclusive of any and all taxes, costs and reimbursable expenses as set forth above. Provided, however, that the maintenance fees and ]BISTRO Subscription fees herein shall be incurred on an ongoing basis as provided under Exhibit "F", Maintenance Agreement after the initial first year of maintenance services and under Exhibit "G" the iBISTRO Data Stream Subscription Services Agreement after the first year of subscription services. FXHIRIT tK SIRSI Corporation AND Palm Springs Public Library AGREEMENT FOR SOFTWARE SUPPORT,MAINTENANCE AND UPDATE SERVICE THIS AGREEMENT, made this day of , 2002, ("Agreement") by and between SIRSI Corporation, a Delaware Corporation, with principal offices located at 101 Washington Sheet SE, Huntsville, Alabama 35806-4827 ("SIRSI"), and the Palm Springs Public Library located at 300 S. Sunrise Way,Palm Springs, California 92262("LIBRARY"), is for the following purposes: (a)securing software update service and maintenance on the software described in Appendix A to this Agreement; and (b) providing consulting and support services to assist and advise LIBRARY in the operation of the computer system which is the subject of that certain license agreement between the parties dated ("License Agreement"). 1. Term. This Agreement shall commence when signed by both parties, and shall be effective for an initial term of five (5) years. Thereafter,this Agreement shall automatically renew for successive twelve(12)month terms, unless terminated by ninety(90)days' written notice by either party. 2. Scone of Services. During the term of this Agreement, SIRSI agrees to provide the following services: A. Software Update and Maintenance Service. To the extent SIRSI makes generally available to its customers updates to the software listed in Appendix A during the term of this Agreement, SIRSI shall provide such updates, including appropriate documentation, to LIBRARY at no charge. All such updates and documentation shall be subject to all provisions of the original license for the software. SIRSI shall remedy any nonconformance of the software in Appendix A with its applicable User's Manual as soon as is reasonably possible after receipt by SIRSI of written notice from LIBRARY of such nonconformance. Such corrections shall be made at no charge to the LIBRARY. However, LIBRARY shall reimburse SIRSI on a time-and-materials basis for any claim which upon investigation SIRSI in good faith determines is not due to nonconformance of the software to the User's Manual. LIBRARY shall also reimburse SIRSI for time, materials, and travel expenses in connection with any work requested and performed which is not directly related to software maintenance. In consideration for such services, LIBRARY shall pay SIRSI the annual fees listed in Appendix A,payable annually in advance commencing upon Installation Date. B. Telephone assistance to LIBRARY for communications with systems support personnel to procure assistance in identification, verification and resolution of problems,and on-site visits where deemed required; C. Written responses to LIBRARY Software Service Requests("SSR's"); and D. Improvements and enhancements to software reference manuals generally made available to customers during the term hereof. $, Soft3yare Problem Renortin 3 .l During the term of this Agreement SIRSI will provide support by periodically supplying the LIBRARY with Licensed Software update or upgrade releases which contain corrections to Licensed Software nonconformities or errors. SIRSI will furnish such releases(including one softcopy of the related documentation when appropriate)for installation and loading by the LIBRARY. Upgrades must be installed separately and sequentially. Should the LIBRARY require assistance in installing or loading updates or upgrades, SIRSI personnel will be available during normal service hours for consultation. If the LIBRARY identifies any errors,malfunctions or defects in the Licensed Software, SIRSI should be notified in accordance with SIRSI's reporting procedures, detailed on the Customer Support Webpage. 1 3.1.1 Although acceptance and installation is strongly advised,the LIBRARY at its option may accept or reject the installation and use of each Licensed Software update or upgrade. The LIBRARY shall be responsible for costs associated with the purchase, installation and maintenance of additional computer hardware necessary, if any,to accommodate an upgrade when installed. 11.2 When the LIBRARY accepts a Licensed Software update or upgrade, SIRSI will provide the LIBRARY the necessary installation software to enable installation by the LIBRARY. SIRSI personnel will be available during normal service hours for consultation should the LIBRARY encounter difficulty during installation. 3.1.3 If the LIBRARY elects to not install or to delay installation of a Licensed Software update or upgrade,the LIBRARY acknowledges and agrees that: Subsequent Licensed Software upgrades cannot be installed until the bypassed upgrade has been installed, and If a Licensed Software update or upgrade has been rejected or delayed by LIBRARY, SIRSI has no obligation to correct errors, malfunctions or defects in the Licensed Software for which corrections or remedies were included, and SIRSI has no obligation to continue services under this Agreement or renewal of this Agreement,when two(2) consecutive Licensed Software updates have been bypassed that materially affect the operation of the existing Software, and SIRSI has no obligation to continue services under this Agreement or renewal of this Agreement,when two(2) consecutive Licensed Software upgrades(defined as a complete reissue of the Software which contains functional enhancements and may contain the final code modifications to correct errors,malfimetions or unstable functions in the Software and,which affect the Software's ability to perform in substantial accordance with its published specifications)have been bypassed. 3.2 SIRSI will provide remote diagnostics service via phone or fax or email and shall reasonably determine the priority level of an error. SIRSI shall use the following protocols: "Down System Errors" means the Licensed Software is completely inoperable, is unable to correctly search the library catalog or, is unable to perform critical circulation functions such as: (i) charging or discharging materials; (ii) adding, editing, or clearing patron charges or fines; or, (iii)placing or assigning holds. "Other Support Errors" means the Licensed Software is capable of productive operation but has intermittent critical function errors, errors which require human intervention to correct or is unable to perform non-critical functions. 3.2.1 Down System Errors: SIRSI shall acknowledge Down System calls within one(1) Service Hour from the time that the call was placed during Service Hours. In addition, SIRSI shall promptly initiate the following procedures: 3.2.1.1 assign a SIRSI customer support team member to diagnose and determine the course of action to resolve the error, including as necessary,escalation of the down system error to any available resources within SIRSI,such as senior support staff,system engineers, SIRSI management;and, 3.2.1.2 provide ongoing communication on the status of the corrections;and 3.2.1.3 commence to develop a workaround or a fix and provide such workaround or fix as soon as it is available, SIRSI will make all reasonable efforts to resolve the Down System Error within two days; and 3.11.4 Within three(3)Service Hours of the Down System Error being assigned to the customer support team for diagnosis,LIBRARY may contact SIRSI personnel listed on the password protected support web site to inquire about the status of a resolution of the Down System Error. 3.2.2 Critical Care Down System Errors: During Critical Care Hours, a telephone number and a critical care number will be provided to the LIBRARY. The Critical Care number must be provided to the on-call specialist upon placement of a Critical Care call. SIRSI shall make its best efforts to acknowledge such calls within one(1)hoar 2 from the time that the call was placed to the provided telephone number. SIRSI's on-call specialist shall: 3.2.2.1 assist in the determination of the problem and offer technical guidance, 3.2.2.2 if a determination can not be made by the on-call specialist the Critical Care call will be logged by the SIRSI specialist as a Down System Error to be addressed during Service Hours as detailed in 5.3.1 above. 3.2.3 Other Support Calls Errors: SIRSI shall acknowledge other Support Calls within one(1)business day from the time the call was placed. SIRSI shall provide a fix or workaround as soon as practical,but not later than the next Software Upgrade. 4 Software Problem Log. SIRSI shall maintain a log of all Software Problem Reports from Customer. Said log shall indicate the time the Report was first received at SIRSI's designated point of contact, the time and SIRSI software maintenance person responded to the report, the protocol levels of the Software Problem, a description of the actions taken in response to the Report, and the time the Software Problem was closed by SIRSI. The log shall be available for inspection by LIBRARY at any time. �. Eligibility for Service. Software is eligible hereunder upon Installation Date. The system on which the software resides must be unmodified and properly maintained at the latest revision level. The system must contain at least the minimum equipment configuration and prerequisite software as specified in the original License Agreement between the parties. Maintenance eligibility is also contingent upon proper use of the products by LIBRARY. If services are requested and performed to remedy a malfunction which is due to the following conditions, such services shall be deemed not to be due to nonconformance of the software to the applicable User's Manual and shall be billable on a time, materials and travel expense basis: (a) adjustment, repair or parts replacement is required because of accident, unusual physical, electrical or electro-magnetic stress, neglect, misuse, failure of electric power, air conditioning, humidity control, transportation, failure of rotating media not furnished by SIRSI, operation with media not meeting or not maintained in accordance with Manufacturer's specifications or causes other than ordinary use, (b) products have been substantially modified by LIBRARY; (c) products as specified by Manufacturer or SIRSI in the documentation or User's Manual are missing; (d) products have been dismantled or reinstalled by LIBRARY without the supervision of or prior written approval of SIRSI; (e) Manufacturer's serial numbers or warranty date decals have been removed or altered; or (f) LIBRARY substantially deviates from the software operating procedures established by SIRSI in the applicable documentation causing the malfunction. 6. Authorization for Service. LIBRARY shall provide SIRSI with the names of up to four (4) people who are authorized to log service calls with the SIRSI Service Desk and Help Desk. It is expected that the staff who are so authorized have been fully trained in the use of the SIRSI system. The training requirement may be fulfilled by the named individuals attending SIRSI training classes, or by being trained by someone who was trained by SIRSI personnel. In the event LIBRARY requires additional people to be authorized to log service calls, authorization for additional staff can be purchased for an additional $150.00 per month, per named individual. These individuals must also be certified as fully trained in the use of the SIRSI system. 1. Responsibilities of LIBRARY. LIBRARY acknowledges and agrees that all software and/or changes, improvements or updates thereto provided to LIBRARY by SIRSI are subject to the terms and conditions of the software product license contained in the above- referenced License Agreement between the parties. LIBRARY shall provide SIRSI with access to LIBRARY personnel and equipment during normal business hours for the purpose of performing services under this Agreement. This access shall include the ability to access the server(s) on which the software is operated via ftp and telnet, upon request by SIRSI, in order to respond to a log placed by LIBRARY. LIBRARY shall reasonably maintain a current backup copy of all programs and data. $. Most Advantageous Accounting. In the event that SIRSI determines that a service request may be legitimately performed under multiple portions of this Agreement,such services will be performed pursuant to that portion providing the lowest actual cost to LIBRARY. 2 Charges. LIBRARY shall pay the total amoral charge prorated to a monthly basis,thirty(30)days from the date of receipt of an invoice, until the Licensees new fiscal year begins at which time the total annual charge shall be due thirty(30) days from the date of receipt of an invoice therefor. If payment is not made within thirty(30)days, an interest charge shall be assessed for each additional day the invoice remains unpaid at the rate of eighteen percent (18%) per annum. Charges are exclusive of, and LIBRARY is responsible for, all sales, use and like taxes (unless exempt therefrom as documented by applicable exemption certificate). 1Q, Price Chan es. LIBRARY shall reimburse SIRSI for reasonable travel expense for those services for which such reimbursement is provided herein. Such expenses may include but are not limited to: meals, private hotel or motel room, taxi or carfare, coach airfare, and tips, and shall not exceed $3,000 per such service trip to Palm Springs. SIRSI will invoice LIBRARY for such expenses as occurred, and LIBRARY agrees to pay such invoices within thirty (30) days of receipt thereof, The total costs of the maintenance services herein shall not be increased by more than six (6%) percent per year for the five years of maintenance service, based on the base maintenance fee of twenty thousand five hundred ten ($20,510.00)dollars, SIRSI may,at anytime after the initial five(5)year term of this Agreement, change the price of services provided hereunder by giving ninety(90)days written notice to LIBRARY. 11 Assignment. Neither party shall assign this Agreement or any of its rights or obligations hereunder without the prior written approval of the other party, and any attempt by such party to do so without such approval shall be void. 12. Force Maieure. SIRSI shall not be liable for any damages resulting from any unforeseeable delay in delivery or failure to give notice of delay which directly or indirectly results from the elements, acts of God, delays in transportation, delays in delivery by SIRSI's vendors,or any other cause beyond reasonable control of SIRSI. 4 11 Waivers. No waiver of any right, obligation, or default shall be implied, but must be in writing, signed by the party against whom the waiver is sought to be enforced. One or more waivers of any right, obligation, or default shall not be construed as a waiver of any subsequent right,obligation, or default. 14. Exclusion of Implied Warranties/Limitation of Liability. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SIRSI DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LIBRARY'S RIGHT TO RECOVER PROPERTY DAMAGES CAUSED BY SIRSI'S FAULT OR NEGLIGENCE SHALL BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00). SIRSI WILL NOT BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF PROFITS,LOSS OF USE OF PRODUCTS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF SIRSI'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE. ANY ACTION AGAINST SIRSI MUST BE BROUGHT WITHIN EIGHTEEN(18)MONTHS AFTER THE CAUSE OF THE ACTION ACCRUES. 15 Notices. Any notices required or permitted under this Agreement shall be in writing and delivered in person, by facsimile, overnight express, or by registered or certified mail, return receipt requested, with proper postage prepaid, properly addressed as set forth below. Notice shall be effective upon delivery. Facsimile notices shall also be delivered by another means listed above, but shall still be effective upon facsimile transmission. The following persons are duly authorized to receive and accept such notice: FOR SIRSI: SIRSI Corporation 101 Washington Street SE Huntsville,Alabama 35801-4827 Attn: Finance and Administration/Contracts FAX: (256)704-7007 FOR LIBRARY: CITY OF PALM SPRINGS P.O. Box 2743 Palm Springs, California 92263 FAX: 1-6 Severability. If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. 17. Governin2 Law. This Agreement shall be governed by the laws of the state of the principal place of business of LIBRARY both as to interpretation and performance. 5 1$. Attorneys' Fees. Should either party be required to file a legal action to enforce any provision of this Agreement, the prevailing party shall be paid its reasonable attorneys' fees and costs by the other party. 12. Ownership of Library Data. All bibliographic, item, fine, patron, and other records entered into the database of LIBRARY or supplied to SIRSI by LIBRARY are and shall remain the sole property of LIBRARY. SIRSI shall not, without LIBRARY's written consent, copy or use such records except to carry out contracted work, and will not transfer such records to any other party not involved in the performance of this Agreement, and will return submitted records to LIBRARY upon completion of the work hereunder. LIBRARY shall have the right, without the consent of SIRSI,to extract such data in industry-standard formats, using standard SIRSI utilities and at no cost to LIBRARY. LIBRARY acknowledges that the storage compilation, format and layout constitute proprietary and trade secret information of SIRSI and are protected by federal copyright law. SIRSI agrees to assist LIBRARY, if requested, in making such extracts, subject to reasonable compensation therefor. 2Il. Modifications to Agreement. The provisions of this Agreement may only be modified in writing, and are binding only if executed by a representative of SIRSI and LIBRARY authorized to execute legally binding agreements on each party's behalf. 21. Entire Agreement. This Agreement is the result of negotiation of the parties and has been agreed to by both parties after careful and prolonged discussion. The provisions hereof supersede all prior agreements between the parties regarding software update and maintenance service and consulting and systems support service, and no change, termination or attempted waiver of any of the provisions hereof shall be binding unless it writing and signed by a duly authorized representative of each party, with the express exception of the terms, conditions, and other exhibits to the Library Agreement executed concurrently with this Agreement. IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement in duplicate copies, each of which shall be deemed an original, as of the day and year first above written. SIRSI Corporation . ,aT Name: Name: Larry D. Smith Title: Title: Chief Financial Officer Email By: Name: ohn Dickson Title: Vice President,Development 6 APPENDIX A Description Annual Support UnicornOASIS Model D Package configured for up to 150,000 titles includes module licenses equivalent to the following modules transferred from DRA CLASSIC System: Bibliographic Control $2,772 Authority Control Included iBistro Suite: includes Public Access Catalog, World Wide Web Catalog Interface, User Request and Information Module, Information $1,572 Gateway (modem, telnet, WWW, Z39.50 client), and My Favorites, Most Popular, Buy Now, Kids' Library, Announcements,Northern Light Link, (unlimited users) Z39.50 Version 3 Server(TZIG/Bath Profile compliant) $3,300 Circulation Control, including Inventory Control $2,148 and Backup Circulation $60 Acquisitions and Fund Accounting $1,572 Find Software License $660 Complete Electronic System Documentation Included (includes updates and rights for internal distribution) WorkFlows Windows 95/NT staff clients (50 users) Included Sirsi Reporting Module and MARC Import/Export utilities Included Additional UnicornOASIS Software Serials Control and Checkin $1,764 Second Language OPAC Interface (Spanish) $512 Patron Authentication Software $600 Outreach Services (Homebound) $550 Automated Authority Control Processing Based on estimated 150,000 records @$0.07 per record 7 Total Additional Software $3,426 Standard Sirsi System Software $5,000 SOFTWARE MAINTENANCE SUBTOTAL $20,510 8 EXHIBIT G MISTRO Data Stream Subscription Services Agreement This agreement(tire"Agreement") is between Sirsi Corporation, a Delaware corporation having its principal offices at 101 Washington Street SE, Huntsville Alabama USA 35801, (hereinafter referred to as "SIRSI"), and City of Pahn Springs located at , (hereinafter referred to as"LIBRARY"or"the LIBRARY"),to establish the terms and conditions for provision of MISTRO subscription services. Section 1. Term The term of the subscription shall be for one-year from the date of access to the MISTRO Data Stream. This Agreement shall continue for one- year from such commencement date and can be renewed for successive one-year periods upon receipt of either the annual Subscription Fees payment or an acceptable purchase order,unless notice of non-renewal is received by either Party from the other,not less than thirty(30)days prior to the end of the then current one-year period. Section 2. Subscription Fees The Subscription Fee, detailed in Schedule A,is billed prior to LIBRARY's access to the iBISTRO Data Stream content. Upon installation of the initial iBISTRO Data Stream, the annual Subscription Fees are not refundable. The LIBRARY agrees to pay any taxes arising out of this Subscription,with the exception of taxes based on SIRSI's net income. Section 3. Subscription During the one-year term of this Subscription and while the MISTRO Suite Software module is under a current SIRSI maintenance agreement, SIRSI will supply the LIBRARY with the currently available updated iBISTRO Data Stream content enrichment, which may include best sellers, book awards, popular web sites, reviews, tables of contents, book jacket images, synopses and annotations, and author notes. The LIBRARY will access such content enrichment(including one copy of the related documentation when appropriate) via an Internet connection download. The LIBRARY acknowledges and agrees that whenever content enrichment derived from the iBISTRO Data Stream is delivered to the LIBRARY or LIBRARY end user, such content enrichment may not be modified, resold, sublicensed or commercially exploited in any way. SIRSI does not guarantee that the content enrichment matches all of the LIBRARY's titles Section 4. Governing Terms Any Software, subscription, programming and/or documentation provided under this Agreement shall be governed by the licensing terms, proprietary rights, warranties, limitations of liability and restrictions contained in the agreements between SIRSI and the LIBRARY under which the LIBRARY's licensed rights for the Software and maintenance of the Software were established. LIBRARY will not modify or remove from the Software its applicable trademark or trade name without SIRSI's prior written consent. Section 5. Termination In the event: (i) of a breach by the LIBRARY of any of the LIBRARY's obligations hereunder; (ii) of a termination for any reason of the agreements between SIRSI and the LIBRARY under which the LIBRARY's licensed rights for the Software or maintenance of the Software were established; or (iii) of any modification of the Software by or on behalf of the LIBRARY, then, in addition to any other remedies available, SIRSI may,terminate this iBISTRO Data Stream Subscription without any continuing obligation to LIBRARY. Section 6. Entirety of Agreement Any additional or different terms,which may be contained in any document furnished by LIBRARY to SIRSI,related to this Subscription Agreement are hereby rejected. SIRSI's provision of any product or services shall not be deemed an acceptance of such additional or different terns. This Agreement and the agreements between SIRSI and the LIBRARY under which the LIBRARY's licensed rights for the Software and maintenance of the Software were established are the full and complete understanding between the Parties. [Signature Page Follows:] 9 The LIBRARY acknowledges that it has read and understands this Agreement and agrees to the terms and conditions expressed herein,effective on the date last signed below. SirsiCorporation,-%% BY Date: August 30 2002 Name:_Larry D Smith Title: Chief Financial Officer BY: �(%j-9'4 r�3 Date: August 30,2002 Name: John Dickson Title: Vice President,Development The Library By Date: Name: Title: 10 SCHEDULE "A" To WISTRO Data Stream Subscription Services Agreement Period to Number of Patrons Fee oer user/per vear ANNUAL Subscription Fee 40,000 $4,000 Total Subscription Fees first year $_Total firs year included in EXHIBIT E"SCHEDULE OF COMPENSATION" Page 11 4. Transfer of License. SIRSI agrees to permit the Exhibit E, Schedule of Compensation,—attached transfer of the Licensed Software and Third thereto. A maximum of ten (10) persons will be Party Software to a different Central Processor(s) trained in a given class. purchased or leased by LIBRARY, provided that LIBRARY shall first obtain the consent of 14. Warranties/Maintenance/Support. The SIRSI. Such Central Processor(s) shall become hardware listed in Exhibit A, Scope of Services, the only Central Processor(s) licensed to use the to the Library Services Agreement is warranted Licensed Software and Third Party Software, and against defects in workmanship and materials LIBRARY shall certify that all copies of the beginning upon installation. SIRSI's sole Licensed Software and Third Party Software on responsibility under this warranty shall be to the original system have been destroyed. either repair or replace, at its option, the allegedly defective product. Manufacturer's Software. SIRSI and LIBRARY agree that the terms and conditions Manufacturer's Limited Warranty shipped with Manufacturer's products govern Manufacturer's Products are warranted to LIBRARY's use of Manufacturer's software LIBRARY as specified in Manufacturer's Price sublicensed and/or distributed to LIBRARY by List or in the Warranty statement accompanying SIRSI. the Product. Manufacturer does not warrant documentation or Third Party products. h Operating Environment. At its expense, LIBRARY shall prepare the site to comply with NO OTHER WARRANTY EXPRESS OR Manufacturer's site requirements. IMPLIED, SHALL APPLY. Manufacturers' requirements shall be furnished MANUFACTURER SPECIFICALLY to LIBRARY by SIRSI pursuant to this DISCLAIMS THE IMPLIED WARRANTY Agreement. Such installation site shall be made OF MERCHANTABILITY AND FITNESS available to SIRSI for installation within five (5) FOR A PARTICULAR PURPOSE. NO business days from the date of delivery of the REPRESENTATION OR WARRANTY hardware. INCLUDING BUT NOT LIMITED TO STATEMENTS OF CAPACITY, Z Deliver . Delivery will be made F.O.B. SUITABILITY FOR USE OR shipping point, with shipping charges to be PERFORMANCE WHETHER MADE BY included in Exhibit "E" Schedule of MANUFACTURER EMPLOYEES OR VAR Compensation, including charges (if any) to PERSONNEL SHALL BE CONSIDERED place the central site hardware in the desired TO BE A WARRANTY BY location for installation. SIRSI will select the MANUFACTURER, FOR ANY PURPOSE, carrier and will request inside delivery to the OR GIVE RISE TO ANY LIABILITY OF installation site specified in Paragraph 9 herein. MANUFACTURER WHATSOEVER. Insurance will be provided by Manufacturer or SIRSI on the products while in transit as included in Exhibit "E" Schedule of Compensation. New Licensed Software licenses purchased hereunder and new Third Party Software licenses listed in Exhibit A, Scope of Services, are .8. Title. Title to the hardware shall pass to warranted to perform in accordance with the LIBRARY subject to payment in full in applicable Documentation for ninety (90) days accordance with Exhibit E, Schedule of from Installation Date (defined as completion of Compensation. LIBRARY understands that no the initial five days of on-site training) of title to any software is granted hereunder. LIBRARY's. LIBRARY's recourse in the event the Licensed Software or Third Party Software 2. Tr'aining SIRSI agrees to provide LIBRARY does not conform to the applicable with the services of qualified personnel for the Documentation, is repair or replacement of the period of days indicated in Exhibit A, Scope of product, except as provided in Exhibit "D", Services, to the Library Service Agreement TESTING/System Capacity Requirements. herein, to train LIBRARY's staff in the use of During the warranty period, SIRSI will provide the Licensed Software according to mutually- warranty maintenance, support and phone agreeable training plans at the cost stated in consultation services in the use of the Licensed Palin Springs Public Library (8/29/02) Costs - 3 Sirsi (Proprietary) Software and Third Party Software in accordance 13. Termination/Return of Licensed Software. with a valid Software Support Agreement Either party shall have the right to terminate this negotiated separately berefroni. Agreement if the other party: SIRSI will provide maintenance, support and Assigns this Agreement or any of its rights consultation services in the use of the Licensed hereunder without obtaining the prior written Software migrated from a previous DRA/SIRSI consent of the other party; system, in accordance with a valid Agreement for Software Support, Maintenance and Update Neglects or fails to perform or observe any of its Service negotiated separately herefrom. existing or future obligations under this Agreement; EXCEPT AS PROVIDED HEREIN, SIRSI MAKES NO OTHER WARRANTIES, Makes an assignment for the benefit of creditors, EXPRESS OR IMPLIED, AS TO ANY or a receiver, trustee in bankruptcy or similar MATTER WHATSOEVER, INCLUDING, officer is appointed to take charge of all or party WITHOUT LIMITATION, THE CONDITION of its property; and/or OF THE PRODUCT(S), THEIR MERCHANTABILITY OR FITNESS FOR Is adjudged as bankrupt; ANY PARTICULAR PURPOSE. and any of the above condition(s) is not LIBRARY shall provide SIRSI with access to remedied within thirty (30) days after written LIBRARY personnel and equipment during notice thereof has been given to the other party. normal business homy for the purpose of performing services under this Agreement. This In the event of cancellation and/or termination as access shall include the ability upon request by set forth above, LIBRARY shall pay SIRSI for SIRSI, to access the server(s) on which the the services rendered by SIRSI's employees as of Licensed Software is operated via ftp and telnet. the effective date of cancellation and/or termination based on the then prevailing hourly billing rates for such SIRSI employees. LIBRARY agrees to immediately return to J_L Copvri2ht/Ri2lit to Grant License. The SIRSI all copies of all proprietary materials, Licensed Software and Third Party Software is including, but not limited to the Licensed protected by copyright and trademark laws and Software, Third Party Software and international treaties. Title, ownership rights, Documentation. Any Licensed Software and and intellectual property rights in the Licensed Third Party Software licenses granted shall Software and Third Party Software remain in terminate, and the rights, obligations and SIRSf and/or its suppliers. Use of the Licensed liabilities of each party shall cease. Software, Third Party Software, and associated Documentation is subject to the applicable 14. Limitation of Liability. EXCEPT FOR copyright laws and the express rights and THE EXPRESS WARRANTIES STATED restrictions of this Agreement. Any rights not HEREIN, SIRSI DISCLAIMS ALL expressly granted herein are reserved. SIRSI WARRANTIES, INCLUDING ALL hereby warrants that at the time of delivery of the IMPLIED WARRANTIES OF Licensed Software and Third Party Software, it MERCHANTABILITY AND FITNESS FOR has the right to grant the license(s)hereunder. A PARTICULAR PURPOSE. 12. Patent/Copyright Infringement Indemnity. If LIBRARY'S RIGHT TO RECOVER notified promptly in writing of any actions (and PROPERTY DAMAGES CAUSED BY all prior claims relating to such action) which SHtSI'S FAULT OR NEGLIGENCE SHALL may be brought against LIBRARY based on a BE LIMITED TO ONE MILLION claim that LIBRARY's use of the Licensed DOLLARS (51,000,000.00). SIRSI WILL Software infringes a United Slates patent or NOT BE LIABLE FOR DAMAGES copyright, SIRSI will defend such action at its RESULTING FROM LOSS OF DATA, LOSS expense, provided that SIRSI shall have sole OF PROFITS, LOSS OF USE OF control of the investigation, defense and PRODUCTS OR FOR INCIDENTAL OR settlement of any such action. CONSEQUENTIAL DAMAGES, EVEN IF Palin Springs Public Library(8/2M2) Costs - 4 Sirsi (Proprietary) ADVISED OF THE POSSIBILITY OF Compliant. A product defined as being Year SUCH DAMAGE. THIS LIMITATION OF 2000 Compliant will produce the same results SIRSI'S LIABILITY WILL APPLY prior to the year 2000 and after the year 2000. REGARDLESS OF THE FORM OF Any Year 2000 Compliant product will handle ACTION, WHETHER IN CONTRACT OR leap years correctly, and will utilize non- TORT INCLUDING NEGLIGENCE. ANY ambiguous representation, handling and ACTION AGAINST SIRSI MUST BE interpretation of centuries represented by two BROUGHT WITHIN EIGHTEEN (18) digits if such representation is allowed by the MONTHS AFTER THE CAUSE OF THE product. ACTION ACCRUES. A Notices. Any notices hereunder shall be in l5 Ownership of Library Data. All bibliographic, writing and delivered in person, by facsimile, item, fine, patron, and other records entered into overnight express or by registered or certified the database of LIBRARY or supplied to SIRSI mail, return receipt requested, with proper by LIBRARY are and shall remain the sole postage prepaid, properly addressed as set forth property of LIBRARY. SIRSI shall not without below. Notice shall be effective upon delivery. LIBRARY's written consent, copy or use such Facsimile notices shall also be delivered by U.S. records except to cant' out contracted work and mail, postage prepaid, or another means listed will not transfer such records to any other party above, but shall still be effective upon facsimile not involved in the performance of this transmission. Agreement, and will return submitted records to LIBRARY upon completion of the work FOR SIRSI: hereunder. LIBRARY shall have the right, without the consent of SIRSI, to extract such SIRSI Corporation data in industry-standard formats, and at no cost 101 Washington Street SE to LIBRARY. LIBRARY acknowledges that the Huntsville,Alabama 35801-4827 storage compilation, format and layout constitute Attn: Finance and Administration/Contracts proprietary and trade secret information of SIRSI FAX: (256)704-7007 and are protected by federal copyright law. SIRSI agrees to assist LIBRARY, if requested, FOR LIBRARY: in making such extracts, subject to reasonable compensation therefor. Palm Springs Public Library 300 S. Sunrise Way 1_6 Non-SIRSI Software and Hardware. Palm Springs, CA 92262 LIBRARY shall have the right to install on the system additional software and/or hardware D_ Governing Law. This Agreement is governed which has not been licensed, sublicensed, by and is to be construed in the United States, distributed or sold by SIRSI to LIBRARY. under the laws of the state of the principal place However, SIRSI shall have no responsibility for of business of LIBRARY. In the event that maintenance or support of software or hardware LIBRARY is located outside of the United not provided by SIRSI, or for any adverse affects States, this Agreement shall be construed in resulting from use or interaction of such products accordance with the laws of the State of with SIRSI products. SIRSI shall incur no Alabama. additional expense as a result of LIBRARY's use of such products. 20 Force Maieure. SIRSI shall not be liable for 1Z Year 2000 Certifi anon. SIRSI hereby certifies any damages resulting from any delay in delivery or failure to give notice of delay which directly that the SIRSI Licensed Software is Year 2000 or indirectly results from the elements, acts of Compliant as defined herein, when configured God, delays in transportation, delays in delivery and used in accordance with the current related by SIRSI's vendors, commercial Documentation, provided that all other products impracticability, or any other cause beyond the (the underlying operating system, other software, reasonable control of SIRSI. The delivery firmware and hardware) used with the SIRSI schedule shall be extended by a period of time Licensed Software are also Year 2000 Palm Springs Public Library (8/29/02) Costs - 5 Sirsi (Proprietary) equal to the time lost because of any such delay. advertising in such a manner as to state or imply SIRSI shall not be liable for damages resulting that the products or services provided hereunder from delays by LIBRARY. are endorsed or preferred by LIBRARY, unless LIBRARY agrees otherwise in writing. 21 Waivers. No waiver of right, obligation, or default shall be implied, but must be in writing, LIBRARY further agrees to permit SIRSI to signed by the party against whom the waiver is issue any press releases it believes are required sought to be enforced. One or more waivers of by the Securities and Exchange Commission, a any right, obligation, or default shall not be stock exchange, or any other regulatory body in construed as a waiver of any subsequent right, order to comply with stock exchange disclosure obligation, or default. requirements. 22 Severability. If any provision of this Agreement 24. Entire Agreement. This Agreement is the result is determined to be unenforceable or invalid, the of negotiation of the parties and has been agreed remaining provisions of this Agreement shall not to after careful negotiation and discussion. This be affected thereby and shall remain in full force Agreement constitutes the entire agreement and effect. between the parties on this matter and supersedes all previous communications and representations 23 Press Releases. SIRSI shall have the right to or agreements, either written or oral,with respect include LIBRARY's name in its published list of to the subject matter hereof, with the express customers, without prior approval of LIBRARY. exception of the Contract Services Agreement With regard to other publicity matters wherein for Library Service. Agreement executed LIBRARY's name is mentioned in relation to concurrently herewith. No modification hereof products or services furnished by SIRSI, SIRSI shall be binding on either party unless agrees to submit to LIBRARY for approval all acknowledged in writing by the duly authorized such proposed advertising, sales promotion or representative of either party. In the event of a other copy, and to refrain from publishing or conflict between the terms of this Agreement, using any such publicity without LIBRARY's and the terms of any Purchase Order issued by prior written consent, which consent shall not be LIBRARY, the provisions of this Agreement unreasonably withheld. SIRSI further agrees not shall control to refer to award of this contract in commercial SIRSI OR ORATION By: ByF',— arry D. Smith Title: Title: Chief Financial Officer Email: By: limlDrckson �lm Dickson Title: Vice President, Development Palm Springs Public Library (8/29/02) Costs - 6 Sirsi (Proprietary) EXHIBIT D TESTING/System Capacity Requirements I. Acceptance Testing The City shall have thirty (30) days ("Test Period") from the completion of the initial five days of on-site training ("Installation Date") to test the Licensed Software on the Central Processor to confirm the Licensed Software functions in substantial accordance with the specifications set forth in the Agreement and Documentation. The City shall either notify Sirsi in writing that acceptance ("Acceptance") has occurred, or that the Licensed Software has not been accepted, detailing the particular functions that are not in conformance with the Documentation. Upon receipt of such notification of any Non-conformities Sirsi shall, within sixty (60) days, demonstrate that the Licensed Software does properly function or shall correct such Non-conformities at its own expense and notify the City when such corrections are complete. Upon installation of such corrected Licensed Software, the terms of this Clause shall govern the retest. If the City fails to notify Sirsi either of Acceptance or of any Non-conformities with the specifications within the initial or, if appropriate, the subsequent, thirty (30) day Test Period, the Parties agree that Acceptance shall,for all purposes of this Agreement,be considered to have been successfully accomplished. The City agrees that the Licensed Software may not be placed into operational use for its normal daily business until Acceptance has occurred. The City further agrees that notwithstanding the status of the testing, City's Acceptance of the Software shall have occurred upon the continued use of the Software by the City in its normal daily business for five(5)consecutive days after the go live date in Week 18 of the Implementation Schedule,Exhibit`B". Either Party may terminate this Agreement by serving the other Party written notice to that effect, if after the initial and subsequent Acceptance tests as described above, Sirsi is not able to correct the Non-conformities. If such termination occurs, Sirsi, as its sole liability, shall refund payments received under this Agreement for the Software, and Services not rendered and Sirsi provided Hardware within thirty (30) days after the City has relinquished all licensed rights granted in this Agreement by returning the Licensed Software, Sirsi provided hardware and Documentation. 11.Optional Testing. A. Testing Costs.A database and Performance test/Response time test can be performed at the City's sole option and authorization,at a fee of$3,390 per test,to be used in new system for Acceptance Testing(the"Option"). Said tests shall be requested in writing by City within sixty(60)days of the Installation Date, or the Option shall be of no further force or effect. 1.Performance test Levels The proposed system must be configured to accommodate the main library,plus 0 branches and the following database sizes and transaction loads. Vendor must include any cost to prepare or load the library's existing machine-readable records in the cost section of Vendor's proposal. (initial load) (with expected growth) Bibliographic Records 149 600. titles 152,000 Items(copies,volumes) 175 787. volumes 180 000 Authority Records 230 005 records 250,000 User Records 27 832 records 30.000 Other Files 0 records 0 Annual Circulation 403,722 loans 410.000 The Library uses OCLC_for current cataloging. The vendor must provide a cataloging interface to this utility. Costs for any additional cataloging interfaces offered by the Vendor must also be quoted as options. The system proposed must be capable of supporting access by up to 60 simultaneous(logged on)users as of the initial installation, and of allowing growth up to an eventual 100 simultaneous users(with addition of extra user licenses,memory, and disk upgrades)without the need for replacement of server hardware or software. The server hardware proposed must be able to support the following types and quantities of workstations and peripherals. Vendor may quote the workstations and peripherals,but the Library reserves the right to use existing compatible items or purchase these items elsewhere, without penalty. Branch/ #ofreceipt #ofbarcode #ofportable Location#ofPCsprinters #ofprinters readers inventory scanners LC 63 6 17 17 0 2.Response Time Test 1. The Response Time Test will determine whether the System is meeting response times for transactions. The LIBRARY has the option to waive the test or to have the test conducted by SIRSI as described above. 2. SIRSI will conduct a Response Time Test during a Benchmark utilizing a sample database provided by SIRSI. If the LIBRARY chooses to conduct the Response Time Test,it will be conducted by SIRSI as an acceptance test during the initial training on the Licensed Software. 3. The Response Time Test is an automated procedure that uses software to simulate the presence of live operators.These simulated operators are called simulators. Each simulator is assumed to be in a particular work area performing one type of operation. The number of simulators for each work area is based on the distribution of actual workstations in the LIBRARY. The Unicorn commands issued by each simulator are determined in advance of the test by randomly selecting data from the LIBRARY's operation database(in the Benchmark a sample database will be provided by SIRSI). While the test is run,response times for each operation issued by each simulator is collected. These response times are then evaluated,producing minimum, maximum and average times for each Unicorn command used. The granularity of measure is one(1)second. The test will consist of circulation and catalog access(OPAC searches)organized into sessions. These sessions will consist of charges,discharges, and searches,using users and materials randomly selected from the LIBRARY's live database(in the Benchmark a sample database will be provided by SIRSI). The Unicorn Response facility will automatically build these sessions which can then be run to simulate the simultaneous use of the system's workstations. In the response test,there will be one session for each workstation on the system. The sessions will be configured to represent the uses of each workstation. That is, if seven workstations are used at circulation,seven circulation-type sessions will be run. 4. Below are the number of simulators for each type of operation for this test. There are 20 simulators each issuing author-last name keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing two word title keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing author-last name plus two word title keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing two-word subject keyword searches 30 seconds after receiving the response from the previous search transaction. There are 20 simulators each issuing two-word keyword searches 30 seconds after receiving the response from the previous search transaction. There are 30 simulators each issuing 3 charges/discharges issuing 20 seconds after receiving the response to the previous charge/discharge transaction. 5. The results of the Response Time Test will be tabulated by function showing the total number of transactions and the minimum,maximum and average response times for each function over the life of the test. The data will be analyzed one(1)minute after the last simulator is started to allow the machine to stabilize. The individual sessions will focus on the functions described below: Checkout/Checkin: each charge/discharge shall issue 20 seconds after receiving the response from the previous charge/discharge transaction. Searches-Author/Title: each author/title search session shall search 30 seconds after receiving the response from the previous search transaction. Searches-Subject: each subject search session shall search 30 seconds after receiving the response from the previous search transaction. Searches- each keyword search session shall search 30 seconds after Keyword/Boolean: receiving the response from the previous search transaction. 6. The test will show that the system meets the following response time criteria: 99%of LIBRARY material charge and discharge transactions will be completed in 3 seconds or less. The System will be able to charge or discharge items accurately and rapidly with response time averaging no more than 6 seconds in peak periods. 99%of OPAC two word title searches will be completed in 3 seconds or less. 99%of OPAC two word keyword searches will be completed in 3 seconds or less. 99%of OPAC one-word author last name keyword searches will be completed in 3 seconds or less. 99%of the two word subject searches will be completed in 3 seconds or less. 98%of the one-word author last name/two word title searches will be completed in 3 seconds or less. 7. For the following specific types of transactions,the System will perform with the indicated transaction times: Average Maximum Transaction Tvoe Response Time Response Time Charge 2 secs 3 secs Discharge 2 secs 3 secs Queries by single key 5 secs 8 secs Searches that require access by multiple keys 5 secs 8 secs Response Time for a transaction is defined as the amount of elapsed time between the simulator signaling the computer to perform an operation and the simulator receives a response. The granularity will be one(1)second. This test measures the CPU/Server's internal transaction responses,this test does not simulate a network environment. Following industry practices. SIRSI will calculate the Average Response Time and Maximum Response Time excluding the top 5%of the transactions performed. The LIBRARY acknowledges that this Response Time Test performed on the System to determine acceptability, may be influenced by a number of factors(e.g.,file size,network structure, client load and the presence of additional application software on the System)beyond the control of SIRSI when the System is utilized in an operational environment. Therefore, since it is impractical to assume that the System will remain exactly as when this Acceptance Test was conducted, LIBRARY acknowledges and agrees that operational response times may vary and repetition of these response times are not guaranteed during the Licensed Software Warranty Period. The LIBRARY,by their signature below,hereby acknowledges successful completion of the agreed upon Acceptance Test and agrees that Acceptance of the SIRSI provided Licensed Software has been accomplished. THE LIBRARY Signature: Name: Title: Date: EXHIBIT "E" SCHEDULE OF COMPENSATION The services provided under this Agreement shall be performed for a maximum contract amount of One Hundred Forty-Nine Thousand Two Hundred Twenty- One Dollars and Seventy Cents ($149,221.70), inclusive of any and all taxes, costs and reimbursable expenses (the "Contract Sum"). The fee breakdown for the products and services provided under Exhibit "A", Schedule of Performance, are as follows: Item of Performance Cost I. UnicomOASIS Software. $32,325.00 II. Additional UnicornOASIS Software. $45,325.03 III. Sirsi Professional Services. $38,059.00 IV. Unix Server Hardware (SUN). $ 7,002.67 V. Maintenance Services for one $20,510.00 year from end of warranty period. VI. Reimbursable Expenses (maximum): $ 6,000.00 GRAND TOTAL: $ 149,221.70 Compensation for UnicornOASIS Software and Additional UnicornOASIS Software, listed above as items I and Il, respectively, shall be due and owning eighty percent (80%) upon delivery of the Licensed Software and twenty percent (20%) upon Acceptance, as provided in the Agreement. Compensation for item III, Sirsi Professional Services, shall be billed to the City in total, upon installation of the Licensed Software as provided in Exhibit "B", Implementation Schedule. Compensation for item IV, Unix Server Hardware (SUN), shall be invoiced upon delivery of the hardware as provided in the Agreement. Charges for the Maintenance Services set forth above shall not be due and owing until the completion and Acceptance of the Licensed Software by the City. All reasonably incurred reimbursable expenses shall be paid as invoiced to the City in accordance with the Agreement, and shall not exceed a total of six thousand ($6,000.00) dollars. The Contract Sum billed by Sirsi to the City, shall not exceed One Hundred Forty-Nine Thousand Two Hundred Twenty-One Dollars and Seventy Cents ($149,221.70) dollars, inclusive of any and all taxes, costs and reimbursable expenses as set forth above. Provided, however, that the maintenance fees and ]BISTRO Subscription fees herein shall be incurred on an ongoing basis as provided under Exhibit "F", Maintenance Agreement after the initial first year of maintenance services and under Exhibit "G" the iBISTRO Data Stream Subscription Services Agreement after the first year of subscription services. EXHIBIT"F" SIRSI Corporation AND Palm Springs Public Library AGREEMENT FOR SOFTWARE SUPPORT,MAINTENANCE AND UPDATE SERVICE THIS AGREEMENT, made this _ day of , 2002, ("Agreement") by and between SIRSI Corporation, a Delaware Corporation, with principal offices located at 101 Washington Street SE, Huntsville, Alabama 35806-4827 ("SIRSI"),and the Palm Springs Public Library located at 300 S. Sunrise Way, Palm Springs, California 92262("LIBRARY"), is for the following purposes: (a) securing software update service and maintenance on the software described in Appendix A to this Agreement; and (b) providing consulting and support services to assist and advise LIBRARY in the operation of the computer system which is the subject of that certain license agreement between the patties dated ("License Agreement"). 1. Term. This Agreement shall commence when signed by both patties, and shall be effective for an initial term of five (5) years. Thereafter,this Agreement shall automatically renew for successive twelve(12)month terms,unless terminated by ninety(90)days' written notice by either party. 2. Scope of Services. During the term of this Agreement, SIRSI agrees to provide the following services: A. Software Update and Maintenance Service. To the extent SIRSI makes generally available to its customers updates to the software listed in Appendix A during the term of this Agreement, SIRSI shall provide such updates, including appropriate documentation, to LIBRARY at no charge. All such updates and documentation shall be subject to all provisions of the original license for the software. SIRSI shall remedy any nonconformance of the software in Appendix A with its applicable User's Manual as soon as is reasonably possible after receipt by SIRSI of written notice from LIBRARY of such nonconformance. Such corrections shall be made at no charge to the LIBRARY. However, LIBRARY shall reimburse SIRSI on a time-and-materials basis for any claim which upon investigation SIRSI in good faith determines is not due to nonconformance of the software to the User's Manual. LIBRARY shall also reimburse SIRSI for time, materials, and travel expenses in connection with any work requested and performed which is not directly related to software maintenance. In consideration for such services, LIBRARY shall pay SIRSI the annual fees listed in Appendix A,payable annually in advance commencing upon Installation Date. B. Telephone assistance to LIBRARY for communications with systems support personnel to procure assistance in identification,verification and resolution of problems, and on-site visits where deemed required; C. Written responses to LIBRARY Software Service Requests("SSR's"); and D. Improvements and enhancements to software reference manuals generally made available to customers during the term hereof. 1 Software Problem Re oR rlin¢. 3 .l During the term of this Agreement SIRSI will provide support by periodically supplying the LIBRARY with Licensed Software update or upgrade releases which contain corrections to Licensed Software nonconformities or errors. SIRSI will furnish such releases(including one softcopy of the related documentation when appropriate)for installation and loading by the LIBRARY. Upgrades must be installed separately and sequentially. Should the LIBRARY require assistance in installing or loading updates or upgrades, SIRSI personnel will be available during normal service hours for consultation. If the LIBRARY identifies any errors,malfunctions or defects in the Licensed Software, SIRSI should be notified in accordance with SIRSI's reporting procedures, detailed on the Customer Support Webpage. 1 3.1.1 Although acceptance and installation is strongly advised,the LIBRARY at its option may acceptor reject the installation and use of each Licensed Software update or upgrade. The LIBRARY shall be responsible for costs associated with the purchase, installation and maintenance of additional computer hardware necessary, if any,to accommodate an upgrade when installed. 3.1.2 When the LIBRARY accepts a Licensed Software update or upgrade, SIRSI will provide the LIBRARY the necessary installation software to enable installation by the LIBRARY. SIRSI personnel will be available during normal service hours for consultation should the LIBRARY encounter difficulty during installation. 3.1.3 If the LIBRARY elects to not install or to delay installation of a Licensed Software update or upgrade,the LIBRARY acknowledges and agrees that: Subsequent Licensed Software upgrades cannot be installed until the bypassed upgrade has been installed,and If a Licensed Software update or upgrade has been rejected or delayed by LIBRARY, SIRSI has no obligation to correct errors,malfunctions or defects in the Licensed Software for which corrections or remedies were included, and SIRSI has no obligation to continue services under this Agreement or renewal of this Agreement, when two(2) consecutive Licensed Software updates have been bypassed that materially affect the operation of the existing Software, and SIRSI has no obligation to continue services under this Agreement or renewal of this Agreement, when two (2) consecutive Licensed Software upgrades(defined as a complete reissue of the Software which contains functional enhancements and may contain the final code modifications to correct errors,malfunctions or unstable functions in the Software and,which affect the Software's ability to perform in substantial accordance with its published specifications)have been bypassed. 3.2 SIRSI will provide remote diagnostics service via phone or fax or email and shall reasonably determine the priority level of an error. SIRSI shall use the following protocols: "Down System Errors" means the Licensed Software is completely inoperable, is unable to correctly search the library catalog or, is unable to perform critical circulation functions such as: (i) charging or discharging materials; (ii) adding, editing, or clearing patron charges or fines; or, (iii)placing or assigning holds. "Other Support Errors" means the Licensed Software is capable of productive operation but has intermittent critical function errors, errors which require human intervention to corTect or is unable to perform non-critical functions. 3.2.1 Down System Errors: SIRSI shall acknowledge Down System calls within one(1) Service Hour from the time that the call was placed during Service Hours. In addition, SIRSI shall promptly initiate the following procedures: 3.2.1.1 assign a SIRSI customer support team member to diagnose and determine the course of action to resolve the error, including as necessary,escalation of the down system error to any available resources within SIRSI,such as senior support staff,system engineers, SIRSI management; and, 3.2.1.2 provide ongoing communication on the status of the corrections; and 3.2.1.3 commence to develop a workaround or a fix and provide such workaround or fix as soon as it is available, SIRSI will make all reasonable efforts to resolve the Down System Error within two days; and 3.2.1.4 Within three(3)Service Hours of the Down System Error being assigned to the customer support team for diagnosis,LIBRARY may contact SIRSI personnel listed on the password protected support web site to inquire about the status of a resolution of the Down System Error. 3.2.2 Critical Care Down System Errors:During Critical Care Hours, a telephone number and a critical care number will be provided to the LIBRARY. The Critical Care number must be provided to the on-call specialist upon placement of a Critical Care call. SIRSI shall make its best efforts to acknowledge such calls within one(1)hour 2 from the time that the call was placed to the provided telephone number. SIRSI's on-call specialist shall: 3.2.2.1 assist in the determination of the problem and offer technical guidance, 3.2.2.2 if a determination can not be made by the on-call specialist the Critical Care call will be logged by the SIRSI specialist as a Down System Error to be addressed during Service Hours as detailed in 5.3.1 above. 3.2.3 Other Support Calls Errors: SIRSI shall acknowledge other Support Calls within one(1)business day from the time the call was placed. SIRSI shall provide a fix or workaround as soon as practical,but not later than the next Software Upgrade. 4. Software Problem Log. SIRSI shall maintain a log of all Software Problem Reports from Customer. Said log shall indicate the time the Report was first received at SIRSI's designated point of contact, the time and SIRSI software maintenance person responded to the report, the protocol levels of the Software Problem, a description of the actions taken in response to the Report, and the time the Software Problem was closed by SIRSI. The log shall be available for inspection by LIBRARY at any time. 5. Eligibility for Service. Software is eligible hereunder upon Installation Date. The system on which the software resides must be unmodified and properly maintained at the latest revision level. The system must contain at least the minimum equipment configuration and prerequisite software as specified in the original License Agreement between the parties. Maintenance eligibility is also contingent upon proper use of the products by LIBRARY. If services are requested and performed to remedy a malfunction which is due to the following conditions, such services shall be deemed not to be due to nonconformance of the software to the applicable User's Manual and shall be billable on a time, materials and travel expense basis: (a) adjustment, repair or parts replacement is required because of accident, unusual physical, electrical or electro-magnetic stress, neglect, misuse, failure of electric power, air conditioning, humidity control, transportation, failure of rotating media not furnished by SIRSI, operation with media not meeting or not maintained in accordance with Manufacturer's specifications or causes other than ordinary use; (b) products have been substantially modified by LIBRARY; (c) products as specified by Manufacturer or SIRSI in the documentation or User's Manual are missing; (d) products have been dismantled or reinstalled by LIBRARY without the supervision of or prior written approval of SIRSI; (e) Manufacturer's serial numbers or warranty date decals have been removed or altered; or (I) LIBRARY substantially deviates from the software operating procedures established by SIRSI in the applicable documentation causing the malfunction. 6. Authorization for Service. LIBRARY shall provide SIRSI with the names of up to four (4) people who are authorized to log service calls with the SIRSI Service Desk and Help Desk. It is expected that the staff who are so authorized have been fully trained in the use of the SIRSI system. The training requirement may be fulfilled by the named individuals attending SIRSI training classes, or by being trained by someone who was trained by SIRSI personnel. In the event LIBRARY requires additional people to be authorized to log service calls, authorization for additional staff can be purchased for an additional $150.00 per month, per named individual. These individuals must also be certified as fully trained in the use of the SIRSI system. 3 Z. Responsibilities of LIBRARY. LIBRARY acknowledges and agrees that all software and/or changes, improvements or updates thereto provided to LIBRARY by SIRSI are subject to the terms and conditions of the software product license contained in the above- referenced License Agreement between the parties. LIBRARY shall provide SIRSI with access to LIBRARY personnel and equipment during normal business hours for the purpose of performing services under this Agreement. This access shall include the ability to access the server(s) on which the software is operated via ftp and teluet, upon request by SIRSI, in order to respond to a log placed by LIBRARY. LIBRARY shall reasonably maintain a current backup copy of all programs and data. S. Most Advanta¢eous Accountin¢. In the event that SIRSI determines that a service request may be legitimately performed under multiple portions of this Agreement,such services will be performed pursuant to that portion providing the lowest actual cost to LIBRARY. 2 Charges. LIBRARY shall pay the total annual charge prorated to a monthly basis,thirty(30) days from the date of receipt of an invoice, until the Licensees new fiscal year begins at which time the total annual charge shall be due thirty(30) days from the date of receipt of an invoice therefor. If payment is not made within thirty(30) days, an interest charge shall be assessed for each additional day the invoice remains unpaid at the rate of eighteen percent (18%) per annum. Charges are exclusive of, and LIBRARY is responsible for, all sales, use and like taxes (unless exempt therefrom as documented by applicable exemption certificate). 1Q, Price Changes, LIBRARY shall reimburse SIRSI for reasonable travel expense for those services for which such reimbursement is provided herein. Such expenses may include but are not limited to: meals,private hotel or motel room,taxi or carfare, coach airfare, and tips, and shall not exceed $3,000 per such service trip to Palm Springs. SIRSI will invoice LIBRARY for such expenses as occurred, and LIBRARY agrees to pay such invoices within thirty (M) days of receipt thereof, The total costs of the maintenance services herein shall not be increased by more than six (6%) percent per year for the five years of maintenance service, based on the base maintenance fee of twenty thousand five hundred ten ($20,510.00)dollars, SIRSI may, at any time after the initial five(5)year term of this Agreement, change the price of services provided hereunder by giving ninety(90)days written notice to LIBRARY. 11. Assignment. Neither party shall assign this Agreement or any of its rights or obligations hereunder without the prior written approval of the other party, and any attempt by such party to do so without such approval shall be void. 12. Force Maieure. SIRSI shall not be liable for any damages resulting from any unforeseeable delay in delivery or failure to give notice of delay which directly or indirectly results from the elements, acts of God, delays in transportation, delays in delivery by SIRSI's vendors,or any other cause beyond reasonable control of SIRSI. 4 11 Waivers. No waiver of any right, obligation, or default shall be implied, but must be in writing, signed by the party against whom the waiver is sought to be enforced. One or more waivers of any right, obligation, or default shall not be construed as a waiver of any subsequent right, obligation, or default. 14. Exclusion of Implied Warranties/Limitation of Liability. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SIRSI DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LIBRARY'S RIGHT TO RECOVER PROPERTY DAMAGES CAUSED BY SIRSI'S FAULT OR NEGLIGENCE SHALL BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00). SIRSI WILL NOT BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA,LOSS OF PROFITS, LOSS OF USE OF PRODUCTS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF SIRSI'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE. ANY ACTION AGAINST SIRSI MUST BE BROUGHT WITHIN EIGHTEEN (18)MONTHS AFTER THE CAUSE OF THE ACTION ACCRUES. I-& Notices. Any notices required or permitted under this Agreement shall be in writing and delivered in person, by facsimile, overnight express, or by registered or certified mail, return receipt requested, with proper postage prepaid, property addressed as set forth below. Notice shall be effective upon delivery. Facsimile notices shall also be delivered by another means listed above, but shall still be effective upon facsimile transmission. The following persons are duly authorized to receive and accept such notice: FOR SIRSI: SIRSI Corporation 101 Washington Street SE Huntsville,Alabama 35801-4827 Attn: Finance and Administration/Contracts FAX: (256)704-7007 FOR LIBRARY: CITY OF PALM SPRINGS P.O. Box 2743 Palm Springs, California 92263 FAX: 16. Severability. If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. 11. Governine Law. This Agreement shall be governed by the laws of the state of the principal place of business of LIBRARY both as to interpretation and performance. 5 1$. Attorneys' Fees. Should either party be required to file a legal action to enforce any provision of this Agreement, the prevailing party shall be paid its reasonable attorneys' fees and costs by the other party. 12. Ownership of Library Data. All bibliographic, item, fine,patron, and other records entered into the database of LIBRARY or supplied to SIRSI by LIBRARY are and shall remain the sole property of LIBRARY. SIRSI shall not, without LIBRARY's written consent, copy or use such records except to carry out contracted work, and will not transfer such records to any other party not involved in the performance of this Agreement, and will return submitted records to LIBRARY upon completion of the work hereunder. LIBRARY shall have the right,without the consent of SIRSI,to extract such data in industry-standard formats, using standard SIRSI utilities and at no cost to LIBRARY. LIBRARY acknowledges that the storage compilation, format and layout constitute proprietary and trade secret information of SIRSI and are protected by federal copyright law. SIRSI agrees to assist LIBRARY, if requested, in making such extracts, subject to reasonable compensation therefor. 20. Modifications to Agreement. The provisions of this Agreement may only be modified in writing, and are binding only if executed by a representative of SIRSI and LIBRARY authorized to execute legally binding agreements on each party's behalf. 21. Entire Agreement. This Agreement is the result of negotiation of the parties and has been agreed to by both parties after careful and prolonged discussion. The provisions hereof supersede all prior agreements between the parties regarding software update and maintenance service and consulting and systems support service, and no change,termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of each party, with the express exception of the terms, conditions, and other exhibits to the Library Agreement executed concurrently with this Agreement. IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement in duplicate copies, each of which shall be deemed an original, as of the day and year first above written. SIRSI Corporation By: Name: Name: Larry D. Smith Title: Title: Chief Financial Officer Email: ' By:S;�thliN en ILA.Q�v,31.� NameJohn Dickson Title: Vice President,Development 6 APPENDIX A Description Annual Support UnicomOA.S'IS Model D Package configured for up to 150,000 titles includes module licenses equivalent to the following modules transferred from DRA CLASSIC System: Bibliographic Control $2,772 Authority Control Included iBistro Suite: includes Public Access Catalog, World Wide Web Catalog Interface, User Request and Information Module, Information $1,572 Gateway (modem, telnet, WWW, Z39.50 client), and My Favorites, Most Popular, Buy Now, Kids' Library, A nowicements, Northern Light Link, (wilimited users) Z39.50 Version 3 Server(TZIG/Bath Profile compliant) $3,300 Circulation Control, including Inventory Control $2,148 and Backup Circulation $60 Acquisitions and Fund Accounting $1,572 Find Software License $660 Complete Electronic System Documentation Included (includes updates and rights for internal distribution) WorkFlows Windows 95/NT staff clients (50 users) Included Sirsi Reporting Module and MARC Import/Export utilities Included Additional UnicornOASIS Software Serials Control and Checkin $1,764 Second Language OPAC Interface (Spanish) $512 Patron Authentication Software $600 Outreach Services (Homebound) $550 Automated Authority Control Processing Based on estimated 150,000 records @$0.07 per record 7 EXHIBIT G MISTRO Data Stream Subscription Services Agreement This agreement(the"Agreement") is between Sirsi Corporation, a Delaware corporation having its principal offices at 101 Washington Street SE, Huntsville Alabama USA 35801, (hereinafter referred to as "SIRSI"), and City of Palm Springs_,located at (hereinafter referred to as"LIBRARY" or"the LIBRARY"),to establish the terms and conditions for provision of MISTRO subscription services. Section 1. Term The term of the subscription shall be for one-year from the date of access to the tBISTRO Data Stream. This Agreement shall continue for one- year from such commencement date and can be renewed for successive one-year periods upon receipt of either the annual Subscription Fees payment or an acceptable purchase order,unless notice of non-renewal is received by either Party from the other,not less than thirty(30)days prior to the end of the then current one-year period. Section 2. Subscription Fees The Subscription Fee,detailed in Schedule A, is billed prior to LIBRARY's access to the iBISTRO Data Stream content. Upon installation of the initial MISTRO Data Stream, the annual Subscription Fees are not refundable. The LIBRARY agrees to pay any taxes arising out of this Subscription,with the exception of taxes based on SIRSI's net income. Section 3. Subscription During the one-year tern of this Subscription and while the iBISTRO Suite Software module is under a current SIRSI maintenance agreement, SIRSI will supply the LIBRARY with the currently available updated MISTRO Data Stream content enrichment, which may include best sellers, book awards, popular web sites, reviews, tables of contents, book jacket images, synopses and annotations, and author notes. The LIBRARY will access such content enrichment(including one copy of the related documentation when appropriate) via an Internet connection download. The LIBRARY acknowledges and agrees that whenever content enrichment derived from the tBISTRO Data Stream is delivered to the LIBRARY or LIBRARY end user, such content enrichment may not be modified, resold, sublicensed or commercially exploited in any way. SIRSI does not guarantee that the content enrichment matches all of the LIBRARY's titles. Section 4. Governing Terms Any Software, subscription, programming and/or documentation provided under this Agreement shall be governed by the licensing terms, proprietary rights, warranties, limitations of liability and restrictions contained in the agreements between SIRSI and the LIBRARY under which the LIBRARY's licensed rights for the Software and maintenance of the Software were established. LIBRARY will not modify or remove from the Software its applicable trademark or trade name without SIRSI's prior written consent. Section 5. Termination In the event: (i) of a breach by the LIBRARY of any of the LIBRARY's obligations hereunder; (it) of a termination for any reason of the agreements between SIRSI and the LIBRARY under which the LIBRARY's licensed rights for the Software or maintenance of the Software were established; or (iii) of any modification of the Software by or on behalf of the LIBRARY, then, in addition to any other remedies available,SIRSI may,terminate this MISTRO Data Stream Subscription without any continuing obligation to LIBRARY. Section 6. Entirety of Agreement Any additional or different terms,which may be contained in any document furnished by LIBRARY to SIRSI,related to this Subscription Agreement ate hereby rejected. SIRSI's provision of any product or services shall not be deemed an acceptance of such additional or different terms. This Agreement and the agreements between SIRSI and the LIBRARY under which the LIBRARY's licensed rights for the Software and maintenance of the Software were established are the full and complete understanding between the Parties. [Signature Page Follows:] 9 The LIBRARY acknowledges that it has read and understands this Agreement and agrees to the terms and conditions expressed herein,effective on the date last signed below. Sirsi Corporat o -S;p'�� By: Date: August 30,2002 Name: L(aarfy D Smith 1� Title: Chief Financial Officer A�WI L�H By: 7" U, �� Date: August 30,2002 Name:John Dickson Title: Vice President,Development The Library By: Date: Name: Title: 10