TENTH AMENDMENT TO THE
MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT
BETWEEN THE CITY OF REDONDO BEACH
AND SIRSI CORPORATION DBA SIRSIDYNIX
THIS TENTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Tenth Amendment") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Sirsi Corporation, a Delaware corporation dba SirsiDynix ("Contractor”).
WHEREAS, on December 2, 2008, the parties originally entered into the Master Software License and Services Agreement between the City and Contractor (the "Agreement"); and
WHEREAS, on November 12, 2010, the parties entered into a First Amendment to the Agreement (“First Amendment”) to modify certain terms; and WHEREAS, on August 5, 2014, the parties entered into a Second Amendment to the Agreement (“Second Amendment”) to provide four SaaS Subscriptions, installation and configuration of certain products, project management, and training; and WHEREAS, on February 17, 2015, the parties entered into a Third Amendment to the Agreement (“Third Amendment”) to provide subscription, installation services, and project management; and
WHEREAS, on December 15, 2015, the parties entered into a Fourth Amendment to the Agreement (“Fourth Amendment”) to add a SaaS subscription, data services, installation services, project management and Zepheira services, provide an expiration date of December 14, 2018 for the services described under the Fourth Amendment, and increase Contractor’s compensation by $24,030; and
WHEREAS, on September 20, 2016, the parties entered into a Fifth Amendment to the Agreement (“Fifth Amendment”) to add one Hoopla digital main account, Services Subscription, installation services, and project management, provide an expiration date of August 31, 2019, and increase Contractor’s compensation by $5,410; and WHEREAS, on December 6, 2016, the parties entered into a Sixth Amendment to the Agreement (“Sixth Amendment”) to provide training for SYM408 Symphony Administration: Cataloging Configuration, Group, SYM410 Symphony Administration:
Circulation Configuration, Group, SYM400 Symphony Administration: Essentials, Group, SYM404 Symphony Administration: Reports, Group, and SYM406 Symphony Administration: Logins and Workflows Configuration, Group, and increase Contractor’s compensation by $1,380; and
WHEREAS, on July 17, 2018, the parties entered into a Seventh Amendment to the Agreement (“Seventh Amendment”) to add subscription, software, project management, - 2 -
and training, provide an expiration date of August 31, 2019 for the services described in Exhibit “A-7”, and increase Contractor’s compensation by $8,740; and WHEREAS, on June 18, 2019, the parties entered into an Eighth Amendment to the Agreement (“Eighth Amendment”) to provide annual subscriptions, SirsiDynix Symphony SaaS SIP2 Interface, SIP2 Additional Port Configuration, and project management, provide a term for these services, and increase Contractor’s compensation by a not to exceed of $3,121.00; and
WHEREAS, on September 15, 2020, the parties entered into a Ninth Amendment to the Agreement (“Ninth Amendment”) to provide annual subscriptions for SirsiDynix Web Services Connector for Capira Technologies CapiraMobile and SirsiDynix Web Services Gateway for 3rd Party Apps, and project management; provide a term for these services; and increase Contractor’s compensation in the amount of $5,150 for the first year and provide an annual increase not to exceed 3.9% commencing year two.
WHEREAS, the parties desire to amend the Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendments to the Agreement:
1. Scope of Services. The Agreement is hereby amended to add Exhibit "A-10", which provides that Contractor shall perform Symphony: New System Administrator Orientation PSC-8091 and project management for the service.
Exhibit “A-10” is attached hereto and incorporated by reference.
2. Schedule for Completion. The Agreement is hereby amended to add Exhibit “B10”, which provides that the services described in Exhibit “A-10” shall commence on February 8, 2022 and expire February 7, 2023. Exhibit “B-10” is attached hereto and incorporated by reference. Contractor shall continue and complete all services described in Exhibit “A-10” of the Agreement in accordance with the schedule set forth in Exhibit “B-10”.
3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit C-10” to provide Contractor additional compensation in the amount of $1,000 for the services described herein. Exhibit “C-10” is attached hereto and incorporated by reference.
4. No Other Amendments. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, and this Tenth Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between - 3 -
the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, and this Tenth Amendment, the terms of this Tenth Amendment shall control
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IN WITNESS WHEREOF, the parties have executed this Tenth Amendment in Redondo Beach, California, as of this 8th day of February, 2022.
CITY OF REDONDO BEACH SIRSI CORPORATION
a chartered municipal corporation a Delaware corporation dba SirsiDynix __________________________ By: _______________________
William C. Brand, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__________________________
Michael W. Webb, City Attorney
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EXHIBIT "A-10"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
CONTRACTOR’S DUTIES
Contractor shall provide the following services.
A. SirsiDynix Services.
Provide the SirsiDynix Services Consulting Symphony: New System Administrator Orientation PSC-8091.
1. Hold a three hour call with the City to review the SirsiDynix products the City uses at each of its libraries.
2. Ensure the City libraries know how to access each product.
3. Develop a plan for learning the SirsiDynix products.
4. Provide a support plan for the products.
5. Prior to the call with the City library, review the current state of the libraries' products.
B. Project Management. Provide a Project Manager to perform the following services.
1. Act as the City’s primary contact during implementation.
2. Identify City’s needs and key tasks to be accomplished to ensure a successful implementation.
a. Organize meetings with the City to appropriate Contractor’s staff to kick off the implementation project.
b. Work with SirsiDynix global operations staff to develop, communicate, and manage the overall implementation schedule.
c. Ensure key staff are on this project.
d. Ensure proper resources are available to meet the critical milestones of City’s schedule.
e. Report to City regularly via phone and provide email status reports to keep everyone apprised of project progress.
f. Monitor quality control checks at critical intervals in the project. - 6 -
g. Assist with the transition from Implementation phase to Customer Support to plan timeframes, schedule resources, and coordinate with Contractor’s other departments to deliver products and services described herein.
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EXHIBIT "B-10"
SCHEDULE FOR COMPLETION
TERM. The term of these services shall commence on February 8, 2022 and expire February 7, 2023, unless otherwise terminated herein.
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EXHIBIT "C-10"
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.
A. AMOUNT. Contractor shall be paid in accordance with the following schedule.
COMPONENT Qty Total Price
Year 1
SirsiDynix Services 1,000
Consulting:
Symphony: New System Administrator Orientation PSC-8091 1 900 Project Management:
Project Management for all products described herein 1 100 Total 1,000
B. METHOD OF PAYMENT. Contractor shall provide invoices indicating the products installed and delivered, and services performed for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. City may reasonably request Contractor to provide back-up material.
C. SCHEDULE FOR PAYMENT. City agrees to pay 100% due within forty five days of City’s receipt of Contractor’s invoice; provided, however, that, services (including project management) are completed to the City's full satisfaction.
D. NOTICE. Witten notices to City and Contractor shall be given by email, or registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor: SirsiDynix
3300 N. Ashton Blvd., Suite 500
Lehi, UT 84043
Attention: Legal
Email: [email protected]
City: Redondo Beach Public Library
303 N Pacific Coast Hwy
Redondo Beach, CA 90277
Attention: Susan Anderson
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Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail or the next business day if sent by email. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.