Sirsi Corporation - Amendments and Agreement — Redondo Beach City Council, July 12, 2022

ELEVENTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH

AND SIRSI CORPORATION DBA SIRSIDYNIX

THIS ELEVENTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Eleventh Amendment") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Sirsi Corporation, 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 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 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:
ataloging nation, Group, SYM410 Symphony Administration: Circulatior Configuration, Group, SYM400 Symphony Administration: Essentials, Group, SYM40‹ Symphony Administration: Reports, Group, and SYM406 Symphony Administration: Login:
ind Workflows Configuration, Group, and increase Contractor's compensation by $1.38( and
WHEREAS, on July 17, 2018, the parties entered into a Seventh Amendment to the Agreement ("Seventh Amendment") to add subscription, software, project management, and training, provide an expiration date of August 31, 2019 for the services described il Exhibit "A-7" , and increase Contractor's compensation by $8,740; an 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; 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 tor 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; and WHEREAS, on February 8, 2022, the parties entered into a Tenth Amendment to the Agreement ("Tenth Amendment") to provide that Contractor shall perform Symphony: New System Administrator Orientation PSC-8091 and project management for the service; provide a term for this service and increase Contractor's compensation by a not to exceed of $1,000; and
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-11", which provides that Contractor shall do the following: (a) perform Symphony: New System Administrator Orientation PSC-8091, (b) provide related services (c) provide SirsiDynix Symphony SaaS SIP2 Interface, (d) configure the additional port for the SIP2, and (e) provide project management. Exhibit "A-11" is attached hereto and incorporated by reference.

2. Schedule for Completion. The Agreement is hereby amended to add Exhibit "B-11", which provides that the services described in Exhibit "A-11" shall commence on June 1, 2022 and expire May 31, 2023. Exhibit "B-11" is attached hereto and incorporated by reference. Contractor shall continue and complete all services described in Exhibit "A-11" of the Agreement in accordance with the schedule set forth in Exhibit "B-11".

3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit C-11" to provide Contractor additional compensation in the amount of $1,560 for the services described herein. Exhibit "C-11" 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, Tenth Amendment and this Eleventh Amendment constitute the entire agreement - 2-
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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, Tenth Amendment, and this Eleventh Amendment, the terms of this Eleventh Amendment shall control - 3-
IN WITNESS WHEREOF, the parties have executed this Eleventh Amendment in Redondo Beach, California, as of this 5* day of April, 2022.

CITY OF REDONDO BEACH SIRSI CORPORATION
a chartered municipal corporation a Delaware corporation dba SirsiDynix DVC.A
By:

William C. Brand, Mayor Name: _ Scott Withingt
Title:

ATTEST: APPROVED
Eleano Maravo
Eleanor Manzano, City Cferk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:

Mall cul
Michael W. Webb, City Attorney
- 4-
EXHIBIT "A-11"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

1. CONTRACTOR'S DUTIES
Contractor shall perform the following duties.

A. SirsiDynix BLUEcloud Analytics

1. SirsiDynix Product
a. Provide the BLUEcloud Analytics Platform Essentials, Annual Subscription.
b. Ensure the BLUEcloud Analytics Platform provides a web-based, cloud- hosted suite of data-mining and OLAP tools with the following functionality:
i. Unique view of data warehouse for analysis of your institution, collections, and users
ii. Supports advanced and predictive analysis to establish trends and patterns
ili. Presentations for effectively communicating to boards and administrators
iv. Drill anywhere capabilities, users can view summary-to-detail-level data
v. Robust security, flexible information distribution/collaboration, and easy self-service analysis
vi. Ability to print, download, and e-mail data and graphs in a variety of formats (Microsoft Excel® and PowerPoint®.
c. Provide an Essentials package, which shall provide two years of transaction data, two Reporter accounts, one Creator account and five Premium Feature Credits.

2. SirsiDynix Services
a. Provide the BLUEcloud Analytics Q and A, Distance, Annual Subscription.
i. Provide unlimited access to Consultant led Question and Answer sessions at least twice a month.

Encourage attendees to bring their questions, projects and issues to eachsession.
ill. Address issues presented by customers.
b. Provide the BLUEcloud Analytics SureStart-2, Distance. i. SureStart shall be a layer of consulting support designed to smoothly transition sites into using BLUEcloud Analytics.
il. Through two private and online sessions, ensure the Services team - 5-
shall "jump start" the BLUEcloud Analytics by creating five report templates for the site, providing instruction and answering staff questions.
ili. SureStart shalladdress issues outside the scope of training by focusing on the site's individual needs.
c. Provide the BLUEcloud Analytics Package of courses, SELF-PACED B. SirsiDynix Symphony SaaS SIP2 Interface

1. SirsiDynix Products
a. Provide SirsiDynix Symphony SaaS SIP2 Interface via SirsiDynix Certified Solutions Providers.
b. Ensure that SirsiDynix Certified Solutions Providers' offer SIP2-certified products and the products are compliant.

2. SirsiDynix Service
Configure additional port for SIP2.

3. Project Management. Provide a Project Manager to perform the following services.
a. Act as the City's primary contact during implementation. b. Identify City's needs and key tasks to be accomplished to ensure a successful implementation.
c. Organize meetings with the City to appropriate Contractor's staff to kick off the implementation project.
d. Work with SirsiDynix global operations staff to develop, communicate, and manage the overall implementation schedule.
e. Ensure key staff are on this project.
f. Ensure proper resources are available to meet the critical milestones of City's schedule.
g. Report to City regularly via phone and provide email status reports to keep everyone apprised of project progress.
h. Monitor quality control checks at critical intervals in the project. i. Assist with the transition from Implementation phase to Customer Support - 6-
to plan timeframes, schedule resources, and coordinate with Contractor's other departments to deliver products and services described herein.

Il. CITY DUTIES
City must meet the following minimum requirements: Symphony 3.4.1 SP3 (MS SQL Server or Oracle databases only) or Horizon 7.5.2.
- 7-
EXHIBIT "B-11"

SCHEDULE FOR COMPLETION
TERM. The term of these services shall commence on June 1, 2022 and expire May 31, 2023, unless otherwise terminated herein.
- 8-
EXHIBIT "С-11"

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 schedules.

1. SirsiDynix BLUEcloud Analytics
Total
Price for
COMPONENT iQty One Year
BLUEdloud Analytics Platform Essentials, 1
Annual Subscription
BLUEdloud Analytics Q and A, Distance,
Annual Subscription
BLUEcloud Analytics SureStart-2, Distance 1
BLUEcloud Analytics Package of courses, SELF-PACED

2. Symphony Saas SIP2 Interface
Total
Price for
COMPONENT Qty One Year
SirsiDynix Symphony SaaS SIP2 Interface Per Certified 1 600 Vendor
SIP2 Additional Port Configuration 1 230
Project Management for all products in this Quote 1 300 - 9-
B. METHOD OF PAYMENT. Contractor shall provide invoices indicating the products installed and delivered, services performed for approval and payment, and amount paid. 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, products are delivered and services 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
-ehi, UT 84043
Amai: [email protected]
City: Redondo Beach Public Library
303 N Pacific Coast Hwy
Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are - 10-

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 Sirs Corporation, a Delaware corporation dba SirsiDynix ("Contractor").

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, 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 "B- 10", 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 - 2-
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
-3-
IN WITNESS WHEREOF, the parties have executed this Tenth Amendment in Redondo Beach, California, as of this 8t* day of February, 2022.

CITY OF REDONDO BEACH SIRSI CORPORATION
a chartered municipal corporation a Delaware corporation dba SirsiDynix 2cRl WadA
By:

William C. Brand, Mayor Name: Rall Nausch
Title: CEo
ATTEST: APPROVED:

Elean Have Va
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:

Mill w. wel
Michael W. Webb, City Attorney
- 4-
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. - 5-
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.
- 6-
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.
- 7-
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.

Qty Total Price
Year 1
13335
Symphony: New System Administrator Orientation PSC-8091 1 900 Project Management for all products described herein 1 100 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
- 8-
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.
- 9 -

NINTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH

AND SIRSI CORPORATION DBA SIRSIDYNIX

THIS NINTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Ninth Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Sirsi Corporation, a Delaware Corporation dba SirsiDynix ("Contractor").

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, 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, 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-9", which adds (1) SirsiDynix Web Services Connector for Capira Technologies CapiraMobile, annual subscription, (2) SirsiDynix Web Services Gateway for 3rd Party Apps, annual subscription, and (3) SirsiDynix Web Services Connector installation, (4) custom consulting, and (5) project management for all the products described herein. Exhibit "A-9" is attached hereto and incorporated by reference.

2. Schedule for Completion. The Agreement is hereby amended to add Exhibit "B-9", which provides that the services described in Exhibit "A-g" shall commence on November 1, 2020 and expire October 31, 2023. Exhibit "B-9" is attached hereto and incorporated by reference. Contractor shall continue and complete all services described in Exhibit "A-9" of the Agreement in accordance with the schedule set forth in Exhibit "B-9".

3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit C-9" to provide Contractor additional compensation in the amount of $5,150 for the first year and provide an annual increase not to exceed 3.9% commencing year two, for the services described herein. Exhibit "C-9" 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, and this Ninth 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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, and this Ninth Amendment, the terms of this Ninth Amendment shall control - 2-

IN WITNESS WHEREOF

CITY OF REDONDO BEACH SIRSI CORPORATION
a chartered municipal corporation a Delaware corporation dba SirsiDynix - DocuSigned by:

William C. Brand •DocuSigned by:

Daniel Munro
- E6413C7231DF4E1...

By:

William C. Brand, Mayor
Title: General Counsel
ATTEST: APPROVED:
- DocuSigned by:
- Docusigned Dy:

Eleanor Manzano
-72F2AC716C214CF... Diane Strickfaden
ABED8CE35EEF48C
Eleanor Manzano, City Clerk Risk Manager Diane Strickfaden APPROVED AS TO FORM:
- DocuSigned by:

Michael W. Well
-669049EDE03D402...

Michael W. Webb, City Attorney
EXHIBIT "A-9"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONTRACTOR'S DUTIES
Contractor shall provide the following services.

A. SirsiDynix Products. Provide the following products.

1. SirsiDynix Web Services Connector for Capira Technologies CapiraMobile, Annual Subscription

2. SirsiDynix Web Services Gateway for 3rd Party Apps, Annual Subscription B. SirsiDynix Services.

1. Provide custom consulting, product delivery of SirsiDynix Web Services Connector Installation and project management for all products described in Exhibit "C-9".

2. Provide a custom report to extend user privilege.

3. Develop and deliver a new Symphony custom report.

4. Ensure the reports provide for the following specifications. a. Transaction selections.
b. Transaction date range shall default to the period from six months before the report run date up to the current date.
. The command selection shall default to Charge Item Part B, which sha etail the transaction tvpe. includina but not limited to. check out an renewal.
d. Full range of user and item selection criteria; style sheet and print user options; and the ability to run in test mode.
e. When the report is run in test mode, ensure it will list the unique user records identified by the transaction, user and item selections. Do not make changes the database.
. When the report is run in update mode, ensure it will edit the users' privilege expiry dates. A user's privileges will be extended by the period defined in their user profile.
g. The report's result will be in standard Symphony report format (text or XML).

5. Data Protection. Discard all copies of any data no later than the end of the 30 day testing period. This includes the following.
a. User data sent by you in email attachments.
b. Copies of user data on the consultants' PCs, including networked drives. - 4 -
c. Copies of user data on your and our servers.

6. Ensure the City is able to interface with the Capira Technologies CapiraMobile third party vendor product. Install the vendor ClientID to the library's web services instance.

7. SirsiDynix Web Services Gateway. Allow the City to purchase a connector from a certified third party to connect to SirsiDynix Web Services Gateway. The 3rd party will be required to complete a non-disclosure agreement with Contractor.

8. SirsiDynix Web Services Connector Installation. Install one 3rd party vendor connector on one Web Services instance.

9. Project Management. Provide a Project Manager to perform the following services.
a. Act as the City's primary contact during implementation. b. Identify City's needs and key tasks to be accomplished to ensure a successful implementation.
c. Organize meetings with the City to appropriate Contractor's staff to kick off the implementation project.
d. Work with SirsiDynix global operations staff to develop, communicate, and manage the overall implementation schedule.
e. Ensure key staff are on this project.
f. Ensure proper resources are available to meet the critical milestones of City's schedule.
g. Report to City regularly via phone and provide email status reports to keep everyone apprised of project progress.
h. Monitor quality control checks at critical intervals in the project. i. 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. - 5-
EXHIBIT "B-9"

SCHEDULE FOR COMPLETION
TERM. The term of these services shall commence on November 1, 2020 and expire October 31, 2023, unless otherwise terminated herein.
- 6-
EXHIBIT "C-9"

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 Products 2,500
SirsiDynix Web Services Connector for Capira Technologies 1 Included CapiraMobile, Annual Subscription
SirsiDynix Web Services Gateway for 3rd Party Apps, Annual 1 2,500 Subscription
SirsiDynix Services 2,650
Consulting:

Custom Consulting 1 1,800
Product Delivery:

SirsiDynix Web Services Connector Installation 1 250
Project Management:

Project Management for all products described herein 1 600 Total 5,150
Commencing the second year of this Agreement, Contractor's compensation shall be subject to an annual increase not to exceed 3.9%.

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 C. SCHEDULE FOR PAYMENT. City agrees to pay as follows.

1. SirsiDynix Products. 100% due upon delivery and installation.

2. SirsiDynix Services. 100% due within forty five days of City's receipt of Contractor's invoice; provided, however, that, services are completed to the City's full satisfaction.
- 7-
D. NOTICE. Witten notices to City and Contractor shall be given by 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: Bill Routt
City: Redondo Beach Public Library
303 N Pacific Coast Hwy
Redondo Beach, CA 90277
Attention: Susan Anderson
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. 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.

EIGHTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH

AND SIRSI CORPORATION DBA SIRSIDYNIX

THIS EIGHTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Eighth Amendment"") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Sirsi Corporation, a Delaware Corporation dba SirsiDynix ("Contractor").

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-8", which adds (1) Syndetics Enriched Content Cover Images as based on an annual circulation of 700,000, (2) SirsiDynix Symphony SaaS Session Initiation Protocol 2 ("SIP2") Interface by Contractor's certified vendor, and (3) SIP2 Additional Port Configuration and project management to the scope of services.

Exhibit "A-8" is attached hereto and incorporated by reference.

2. Schedule for Completion. The Agreement is hereby amended to add Exhibit "B- 8", which provides that the services described in Exhibit "A-8" shall commence on July 1, 2019 and expire June 30, 2022. Exhibit "B-8" is attached hereto and incorporated by reference. Contractor shall continue and complete all services described in Exhibit "A-8" of the Agreement in accordance with the schedule set forth in Exhibit "B-8".

Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-8" to provide Contractor additional compensation in the amount of $2,131 for the first year and provide an annual increase not to exceed 3.9% commencing year two, for the services described herein. Exhibit "C-8" 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, and this Eighth 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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, and this Eighth Amendment, the terms of this Eighth Amendment shall control -2-
IN WITNESS WHEREOF, the parties have executed this Eighth Amendment in Redondo Beach, Califomia, as of this 18th day of Jüne, 2019.

CITY OF REDONDO BEACH SIRSI CORPORATION
a chartered municipal corporation a Delaware corporation dba SirsiDynix 1cae By:

William C. Brand, Mayor Name: M
NIEL _ MUNRO
Title: SECRETARY, GENERAL COUNSEL
ATTEST: APPROVED:

Clan Maneans
Eleanor Manzano, City Clerk Jil Buchhotz, Risk Manager
APPROVED AS TO FORM:

Milla. Well
Michael W. Webb, City Attorney
- 3-
EXHIBIT "A-8"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONTRACTOR'S DUTIES
Contractor shall provide the following services.

1. Provide annual subscriptions as based on an annual circulation of 700,000 for Syndetics Enriched Content Cover Images, which shall display book cover images.

2. Provide SirsiDynix Symphony SaaS SIP2 Interface per Contractor's certified vendor. The SIP2 shall be a signaling protocol used to initiate, maintain, modify and terminate real-time sessions involving video, voice, messaging, and other communications applications and services between two or more endpoints on IP •3. Provide SIP2 Additional Port Configuration and project management for Sections 2 and 3 of this Exhibit. "A-8".
-4-
EXHIBIT "B-8"

SCHEDULE FOR COMPLETION
TERM. The term of this amendment shall commence on July 1, 2019 and expire June 30, 2022, unless otherwise terminated herein.
- 5-
EXHIBIT "C-8"

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

1. AMOUNT. Contractor shall be paid in accordance with the following schedule.

Estimated [Estimated
Year 1 Year2 Year 3
Component @ty Amount Amount Amount
Syndetics Enriched Content Cover
images 700,000 1,001 1,040 1,080
SirsiDynix Symphony Saas SIP2
Interface Per Certified Vendor 1 600 620 650
SIP2 Additional Port Configuration 1 230 0 0.

Project Management for SirsiDynix
Symphony and SiP2 Additional Port
Configuration 1 300
The amounts for years two and three are estimated based on an annual increase not to exceed 3.9%.

2. METHOD OF PAYMENT. Contractor shall provide invoices indicating the products installed and delivered 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.

3. SCHEDULE FOR PAYMENT. City agrees to pay as follows. a. 100% upon installation of the product described in Section 1 of Exhibit "A-8":
b. 100% upon delivery of the products and services described in Sections 2 and 3 of Exhibit "A-8".

4. NOTICE Written notices to City and Contractor shall be given by 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: Bill Routt
City: Redondo Beach Public Library
303 N Pacific Coast Hwy
Redondo Beach, CA 90277
Attention: Susan Anderson
- 6-
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. Changes in the respective address set forth above may be made from time to time by any party upon written nötice to the other party. - 7-

SEVENTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH

AND SIRSI CORPORATION DBA SIRSIDYNIX

THIS SEVENTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Seventh Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Sirsi Corporation, a Delaware Corporation dba SirsiDynix ("Contractor").

BY LHOM DE
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-7", which adds a subscription, software, project management, and training. Exhibit "A-7" is attached hereto and incorporated by reference.

2. Schedule for Completion. The Agreement is hereby amended to add Exhibit "B- 1", which provides that the services described in Exhibit "A-7" shall commence September 1, 2018 and expire August 31, 2019. Exhibit "B-7" is attached hereto and incorporated by reference. Contractor shall continue and complete all services described in Exhibit "A-7" of the Agreement in accordance with the schedule set forth in Exhibit "B-7".

3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-7" to provide Contractor additional compensation in the amount of $8,740 for the services described herein. Exhibit "C-7" 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, and this Seventh 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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, and this Seventh Amendment, the terms of this Seventh Amendment shall control
- 2-
N WITNESS WHEREOF, the parties have executed this Seventh Amendment it Redondo Beach, California, as of this 17%h day of July, 2018

CITY OF REDONDO BEACH, SIRSI CORPORATION DBA SIRSIDYNIX By:

Mayor MUNRO

GENERAL COUNSEL
ATTEST: APPROVED:

Clean Meyer
City Clerk
APPROVED AS TO FORM:
malw. well
City Attorney's Office
- 3-
EXHIBIT "A-7"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONTRACTOR'S DUTIES
Contractor shall provide the following services.

A. SirsiDynix Products. Provide the SaaS Enterprise Annual Subscription. Ensure the products make the City libraries collections more searchable anc discoverable with components, including but not limited to, fuzzy search logic technology and simplified search interfaces.

B. SirsiDynix Services.

1. SirsiDynix Enterprise Software. Install SirsiDynix Enterprise Software in SirsiDynix SaaS facility, install Enterprise Agent on a Horizon or SisrsiDynix Symphony ILS, and install/configure the appropriate Java Development (JDK). Install Web Services for sites using SirsiDynix Symphony.

2. Project Management. Provide a Project Manager to perform the following services.
a. Act as the City's primary contact during implementation. b. Identify City's needs and key tasks to be accomplished to ensure a successful implementation.
c. Organize meetings with the City to appropriate Contractor's staff to kick off the implementation project.
d. Work with SirsiDynix global operations staff to develop, communicate, and manage the overall implementation schedule.
e. Ensure key staff are on this project.
f. Ensure proper resources are available to meet the critical milestones of City's schedule.
g. Report to City regularly via phone and provide email status reports to keep everyone apprised of project progress.
h. Monitor quality control checks at critical intervals in the project. i. 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.
- 4-

3. Training.
a. BC828 SirsiDynix Enterprise: Administration and Rooms Content, Group, Hands-on Lab. Provide one seat in a group distance hands-on lab course for Enterprise Administration and Rooms. Ensure the class focuses on the maintenance of Enterprise Profiles and Rooms. Ensure City understands how to manage access to profiles and rooms, the search configurations within each, and control how often content updates from the ILS to Enterprise.
b. BC824 SirsiDynix Enterprise: End User, Group. Provide one seat in a group distance instructor-led course for Enterprise End User training.

Ensure the class focuses on performing searches and maneuvering through the end-user interface. Ensure the City learns how to use the facets and different search types, including the following types. i. Did you mean and other search suggestions.
ii. Limit search results by item library, item type, or other search facets. ili. Utilize email and print options.
iv. Check item availability as well as place hold requests. v. Write a patron review.
- 5 -
EXHIBIT "B-7"

SCHEDULE FOR COMPLETION
TERM. The term of these amendments shall commence September 1, 2018 and continue to August 31, 2019, unless otherwise terminated herein. - 6-
EXHIBIT "C-7"

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 Year 1
SirsiDynix Products 7,340
SirsiDynix Services 6,110
Discount (4,710)
Subtotal 8,740
B. METHOD OF PAYMENT. Contractor shall provide invoices indicating the products installed and the services completed 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 Contractor as follows.

1. SirsiDynix Products. 100% due upon delivery.

2. SirsiDynix Services. 100% due within forty five days of City's receipt of Contractor's invoice; provided, however, that, services are completed to the City's full satisfaction.
- 7-
Detailed Pricing
All prices are in U.S. dollars ($) and are exclusive of taxes unless otherwise noted.

COMPONENT Qty Total Price
Year 1
SirsiDynix Products 7,340
SaaS Enterprise Annual Subscription 7,340
SirsiDynix Services 6,110
Consulting
Product Delivery:

SirsiDynix Enterprise Software Installation 1,400
Project Management
Project Management for all products in this Quote 600
Training:

BC824 SirsiDynix Enterprise: End User, Group 170
BC828 SirsiDynix Enterprise: Administration and Rooms Content, Group, 960 Hands-on Lab
Discount (4,710)
VIP Client (2,570)
Services Discount (2,140 )
Quote Total 8,740
- 8-
• imi, ins

SIXTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH

AND SIRSI CORPORATION DBA SIRSIDYNIX

THIS SIXTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES

AGREEMENT
("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, the parties wish 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-6", which provides that Contractor shall provide training services. Exhibit "A-6" is attached hereto and incorporated by reference.

2. Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-6" to provide Contractor additional compensation in the amount of $1,380 for the services described herein. Exhibit "C-6" is attached hereto and incorporated by reference.

3. 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, and this Sixth 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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and this Sixth Amendment, the terms of this Sixth Amendment shall govern.
- 2 -
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment in Redondo Beach, California, as of this 6* day of December, 2016

ITY OF REDON SIRSI CORPORATION DBA SIRSIDYNIX
By:

Name: Scott Aske
Title: General (aunse)
ATTEST: APPROVED:

Clean Mazees
City Clerk
APPROVED AS TO FORM:

Mall will
City Attorney's Office
- 3-
EXHIBIT "A-6"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONTRACTOR'S DUTIES
Contractor shall provide the following services.

A. SYM408 Symphony Administration: Cataloging Configuration, Group. Provide one seat in a group distance instructor-led course for Symphony Administration:

Cataloging Configuration. In this program, Contractor shall instruct the City on how to modify catalog format policies and create new holding codes in SD Symphony. Contractor shall ensure the City is able to do the following tasks.

1. Understand the catalog format policies, keyword index, holding code policy and item category policies.

2. Manage entry IDs for display and indexing.

3. Create/modify classification policies.

B. SYM410 Symphony Administration: Circulation Configuration, Group. Provide le seat in a group distance instructor-led course for Symphony Administratio irculation Configuration. In this program, Contractor shall instruct on how ! manage policies, such as loan periods, billing structures and hold maps, based on local practices and provide an overview and definitions of all the policies necessary for circulation. Contractor shall ensure the City is able to complete the following tasks.

1. Create item type policies, bill reason and unsuspend reason policies, a circulation rule policy, payment type policy, and default price policy and any modifications thereafter.

2. Understand billing structure policy, loan period policy, policies that make up the circulation map lines, the role of the circulation map and how to make changes to it, and the hold map policy
C. SYM400 Symphony Administration: Essentials, Group. Provide one seat in a group distance instructor-led course for Symphony Administration: Essentials. In this program, Contractor shall instruct on how to change properties, customize toolbars, create overrides, customize policy lists and use format wizards Contractor shall ensure the City is able to complete the following tasks.

1. Required Maintenance. Perform required maintenance, including maintaining the City's catalog through required maintenance reports.

2. Properties and Toolbars. Customize and assign properties and toolbars for the City's library and staff.
- 4-

3. Overrides Ad Customize Policy Lists. Create overrides for both functions and 'locked' wizards, as well as customize the lists seen by staff payment options/bill reasons.

4. Format Policy Wizards. Utilize a wizard template that is used by more than 21 wizards in the Configuration module.

D. SYM404 Symphony Administration: Reports, Group. Provide one seat in a group distance instructor-led course for Symphony Administration:

Administration Reports. In this program, Contractor shall instruct on how to run statistical reports, scan history logs, remove users and items with reports, and run and monitor the required maintenance reports in SD Symphony. Contractor shall ensure the City is able to complete the following tasks.

1. Identify and utilize the wizards on the Reports toolbar.

2. Schedule and run reports.

3. Create a report template.

4. Run and monitor required maintenance reports and reports for proper holds maintenance.

5. Produce statistical reports.

6. Scan history logs.

7. Remove users and remove items.

8. Interpret report logs/results and identify errors.

9. Use the WorkFlows online help.

E. SYM406 Symphony Administration: Logins and Workflows Configuration, Group. rovide one seat in a group distance instructor-led course for Symphon dministration: Logins and WorkFlows Configuration. In this program.

Contractor shall instruct on how to configure user access, including managing operator profiles, user profile policies and user access policies, and how to establish station policies, staff logins and global policies that affect access control. Contractor shall ensure the City is able to complete the following tasks.

1. Control user access to toolbars, wizards and reports.

2. Establish operator policies, including overrides and temporary wizard access; station policies; global policies for user information; and policies for user categories, addresses and extended information.

3. Define user profile policies.
- 5-
EXHIBIT "C-6"

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.

Unit Extended
Part Component Qty Price Price
SYM408 Symphony Administration: Cataloging
12019 Configuration, Group 1 260 _260
SYM410 Symphony Administration: Circulation
12020 Configuration, Group 1 260 260
SYM400 Symphony Administration: Essentials,
12021 Group 1 260 260
SYM404 Symphony Administration: Reports,
12022 Group 1 340 340
SYM406 Symphony Administration: Logins and
12023 _ Workflows Configuration, Group 1 260 260
Total Training $1,380
B. METHOD OF PAYMENT. Contractor shall provide invoices indicating the services and tasks performed upon installation and/or completion of services 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 Contractor as follows.

1. 50% due upon completion of first data test load, where a test load is part of the services.

2. 100% of the remainder due within thirty (30) days of City's receipt of Contractor's invoice; provided, however, that, services are completed to the City's full satisfaction.
- 6-

FIFTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH
AND SIRSI CORPORATION DBA SIRSIDYNIX.

THIS FIFTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENI, as amended ("Fifth Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Sirsi Corporation dba SirsiDynix ("Contractor").

WHEREAS, on December 2, 2008 the parties hereto 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 hereto entered into a First Amendment to the Agreement ("First Amendment") to modify certain terms; and WHEREAS, on August 5, 2014, the parties hereto 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 hereto entered into a Third Amendment to the Agreement (Third Amendment") to provide subscription, installation, and project management; and
WHEREAS, on December 15, 2015, the parties hereto entered into a Fourth Amendment to the Agreement to add a Saas subscription and installation.

WHEREAS, the parties hereto wish 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-5", which provides that Contractor shall provide one (1) Hoopla digital main account Services Subscription through the Resource Central Gateway, installation, and project management. Exhibit "A-5" is attached hereto and incorporated by reference.

2. Term. The term of the Agreement is hereby amended to add Exhibit "B-5", which provides that the term of the services described in Exhibit "A-5" shall commence on September 20, 2016 and continue through August 31, 2019. Exhibit "B-5" is attached hereto and incorporated by reference. Contractor shall commence and complete all services described in Exhibit "A-5" in accordance with the schedule set forth in Exhibit "B-5".

3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-5" to provide Contractor additional compensation in the amount of $5,410.00. Exhibit "C-5" 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 and this Fifth Amendment shall 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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, and this Fifth Amendment, the terms of this Fifth Amendment shall govern.
-2-
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment in Redondo Beach, California, as of this 20th day of September, 2016.

CITY OF REDONDO BEACH SIRSI CORPORATION DBA SIRSIDYNIX
By:

Mayor Name: ott Askew
Title: eneme Counsel / Secretary
ATTEST:

Clearn Mangoe
City Clerk
APPROVED:

Risk Manager
APPROVED AS TO FORM:

City Attorney's Office
- 3-
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment in Redondo Beach, California, as of this 20th day of September, 2016.

CITY OF REDONDO BEACH SIRSI CORPORATION DBA SIRSIDYNIX
By:

Mayor Name:

Title:

ATTEST:

City Clerk
APPROVED:

Risk Manager
APPROVED AS TO FORM:

Mile/ W.Well
City Attorney's Office
- 3-

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

1. CONTRACTOR'S DUTIES
Contractor shall perform the following services.

A. SirsiDynix SaaS Subscription. Provide the SirsiDynix Hoopla Digital SaaS Subscription for a period of three years.

B. Services

1. Hoopla Digital SaaS Subscription Installation Services. Install Hoopla Digital SaaS Subscription through Resource Central Gateway.

2. Project Management. Provide project management for SirsiDynix eResource Central.

C. Other Terms

1. Contractor may add and/or substitute equivalent products for any third party items in the event of product unavailability, Software requirements and/or model number changes. However, Contractor shall notify City of any additions or substitutions prior to installation.

2. "Go Live Date" means, with respect to the SirsiDynix Software license orders, the date on which the SirsiDynix Software is available for operational use for normal daily business, including searching the public access catalog and circulating materials.

3. Any reference to license metrics and/or licensed amounts included in this Agreement shall be applicable only to the Products and/or services mentioned in this Agreement.

Il. CITY'S DUTIES
A. City will provide data to Contractor in a format approved by Contractor. City will de-dupe its data, unless stated otherwise in writing.

B. City will order maintenance for all copies of the Software and for all elements of the Software which are used conjunctively by City. City will ensure City's System will remain within two (2) previously released software versions of the most recent version of the software at all times.
- 4-
C. City will not integrate products offered by third parties into Software, Subscriptions Subscription Software without additional license from Contractor.
- 5-
EXHIBIT "B-5"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence September 20, 2016 and expire August 31, 2019, unless terminated as herein provided. The term of this Fifth Amendment shall act as a standalone term for this Subscription and shall not impact the Agreement expiration date of August 31, 2019.
- 6 -
EXHIBIT "C-5"

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

1. AMOUNT. Contractor shall be paid compensation that shall not exceed the following annual amounts.

Component Year 1 Year 2 Year 3
SirsiDynix SaaS Subscription
eRC Connector for Hoopla digital, Annual
Subscription 1,500.00 1,560.00 1,620.00
Services
Installation 730.00 10.00 0.00
Total 2,230.00 1,560.001,620.00
Il. METHOD OF PAYMENT. Contractor shall provide invoices indicating the services and tasks performed upon installation and/or completion of services 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.

Ill. SCHEDULE FOR PAYMENT. City agrees to pay Contractor as follows.

A. Subscription Fees. 100% of subscription fees shall be due upon installation of Subscription described herein.

B. Service Fees. One-time payment of $730.00 shall be due upon installation of SirsiDynix eRC Connector for Hoopla Digital.
- 7-

FOURTH AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH
AND SIRSI CORPORATION DBA SIRSIDYNIX.

THIS FOURTH AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Fourth Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ('City") and Sirsi Corporation dba SirsiDynix ("'Contractor").

WHEREAS, on December 2, 2008 the parties hereto 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 hereto entered into a First Amendment to the Agreement ("First Amendment") to modify certain terms; and WHEREAS, on August 5, 2014, the parties hereto 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 hereto entered into a Third Amendment to the Agreement ("Third Amendment") to provide subscription, installation, and project management; and
WHEREAS, the parties hereto wish 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-4", which provides that Contractor shall provide one SaaS Services Subscription, data services, installation, project management, and Zepheira services. Exhibit "A-4" is attached hereto and incorporated by reference.

2. Term. The term of the Agreement is hereby amended to add Exhibit "B-4", which provides that the term of the services described in Exhibit "A-4" shall commence on December 15, 2015 and continue through December 14, 2018. Exhibit "B-4" is attached hereto and incorporated by reference. Contractor shall commence and complete all services described in Exhibit "A-4" in accordance with the schedule set forth in Exhibit "B-4".

3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-4" to provide Contractor additional compensation in the amount of $24,030. Exhibit "C-4" 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, and this Fourth 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 the terms of the Agreement, First Amendment, Second Amendment, Third Amendment, and this Fourth Amendment, the terms of this Fourth Amendment shall govern. - 2- FOOTYATE
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment in Redondo Beach, California, as of this 15t day of December, 2015.

SIRSI CORPORATION DBA SIRSIDYNIX
By:

Name: J. Scott Askan
Title: General Counsel
ATTEST: APPROVED:

Clean Haggre
City Clerk Risk Manager

APPROVED AS TO FORM
City Aitorney's Office
- 3-
N WITNESS WHEREOF, the parties have executed this Fourth Amendment ir Redondo Beach, California, as of this 15th day of December, 2015

CITY OF REDONDO BEACH SIRSI CORPORATION DBA SIRSIDYNIX
By:

Mayor Name:

Title:

ATTEST: APPROVED:

City Clerk Risk Manager
APPROVED AS TO FORM:

City Attorney's Office
•
- 3 -
EXHIBIT "A-4"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
I. CONTRACTOR'S DUTIES
Contractor shall perform the following services.

A. SirsiDynix SaaS Subscription. Provide the SirsiDynix BLUEcloud Visibility SaaS Subscription for a period of three years. The SaaS Subscription shall provide the following components.

1. The libraries' collections shall be visible and searchable on the open Web through Linked Data technologies, specifically BIBFRAME. MARC 21 data shall be accessible to search engines, such as Google and Bing.

Library collections shall be searchable on the Web and geographically located thus meeting library users regardless of location.

2. Subscription includes transforming MARC21 records to BIBFRAME, establishing links between bibliographic data elements and open Web data, and associating the globally-linked data with your catalog records and public discovery page.

3. Libraries' collections shall be positioned with open, global standardized ontologies. The web of data shall include key identifiers that link to other works, websites, and resources dealing with that subject.

B. Services

1. Data Migration/ Data Services - BLUEcloud Visibility. Provide a data analysis report of current MARC21 catalogue records.

2. BLUEcloud Visibility Installation Services. Install BLUEcloud Search Source ILS Agent and Web Services.

3. Project Management - BLUEcloud Visibility. Provide project management for BLUEcloud Visibility.

C. Other Third Party Products - Zepheira Services. Setup transformation services and convert data to BIBFRAME format.

D. Other Terms

3. Any reference to license metrics and/or licensed amounts included in this Agreement shall be applicable only to the Products and/or services mentioned in this Agreement.

II. CITY'S DUTIES
A. City will provide data to Contractor in a format approved by Contractor. City will de-dupe its data, unless stated otherwise in writing.

C. City will not integrate products offered by third parties into Software, Subscriptions or Subscription Software without additional license from Contractor.
- 5-
EXHIBIT "B-4"

SCHEDULE FOR COMPLETION
• The term of this Agreement shall commence December 15, 2015 and expire )ecember 14, 2018, unless terminated as herein provided. The term of this Fourt mendment shall act as a standalone term for this Subscription and shall not impact th Agreement expiration date of August 31, 2019.
- 6 -
EXHIBIT "C-4"

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

I. AMOUNT. Contractor shall be paid compensation that shalt not exceed the following annual amounts.

Component Year 162 [Year 2. Year 3
SirsiDynix SaaS Subscription
BLUEcloud Visibility, Annual Subscription 8,990.00 7,010.00 7,280.00 Services
Data Migration 250.00 0.00 0.00
Installation 2,100.00 0.00 0.00
Project Management 0.00 0.00 0.00
Other Third Party Products
Zepheira Services - BLUEcloud Visibility 650.00 0.00 0.00 Discount
Promotional Discount (2,250.00) 0.00 0.00
Total 9,7.40.00 |2,010:007,280:00
Il. METHOD OF PAYMENT. Contractor shall provide invoices indicating the services and tasks performed upon installation and/or completion of services 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.

IlI. SCHEDULE FOR PAYMENT. City agrees to pay Contractor as follows.

A. Subscription Fees. 100% of subscription fees shall be due upon installation of Subscription described herein.

B. Service Fees

1. 50% due upon completion of first data test load, where a test load is part of the services.

2. 100% of the remainder due upon completion of services/training and within thirty (30) days after City's receipt of Contractor's monthly invoices; provided however, services are completed to the City's full satisfaction. - 7-
C. Other Third Party Products. 100% due upon installation of third party products/software on City's system and within thirty (30) days after City's receipt of Contractor's monthly invoices; provided however, services are completed to the City's full satisfaction.
- 8-

THIRD AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH
AND SIRSI CORPORATION DBA SIRSIDYNIX.

THIS THIRD AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ("Third Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ('City") and Sirsi Corporation dba SirsiDynix ("Contractor").

WHEREAS, on December 2, 2008 the parties hereto 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 hereto entered into a First Amendment to the Agreement ("First Amendment") to modify certain terms; and WHEREAS, on August 5, 2014, the parties hereto entered into a Second Amendment to the Agreement ("Second Amendment") to modify the Early Termination provision, add four SaaS Services Subscriptions, and provide for additional compensation in the amount of $1,850 for the purchase of these subscriptions; and
WHEREAS, the parties hereto wish 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- 3", which provides that Contractor shall provide a SaaS SIP2 Interface Subscription (the "Subscription"), and installation and project management services for this Subscription. Exhibit "A-3" is attached hereto and incorporated by reference.

2. Term. The term of the Agreement is hereby amended to add Exhibit "B- 3, which provides that the term of the services described in Exhibit "A-3" shall commence on February 3, 2015 and continue through February 2, 2018. Exhibit "B-3" is attached hereto and incorporated by reference.

Contractor shall commence and complete all services described in Exhibit "A-3" in accordance with the schedule set forth in Exhibit "B-3".

3. Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-3" to provide Contractor additional compensation in the amount of $2,400. Exhibit "C-3" is attached hereto and incorporated by reference.

Lony!
008-163-344

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, and this Third 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 the terms of the Agreement, First Amendment, Second Amendment, and this Third Amendment, the terms of this Third Amendment shall govern.
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C08-163-3
IN WITNESS WHEREOF, the parties have executed this Third Amendment in Redondo Beach, California, as of this 17th day of February, 2015.

CITY OF REDONDO BEACH SIRSI CORPORATION DBA

SIRSIDYNIX
+ FA
By:

Name:J. slott takew
Title: Secretand/GeNeral Counse
APPROVED:

Cleann Manga
City Clerk Risk Manager
APPROVED AS TO FORM:

4. 1
City Attorney's Office
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EXHIBIT "A-3"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONTRACTOR'S DUTIES
Contractor shall perform the following services.

A. Subscription. Provide the Subscription. Ensure the SaaS SIP2 is certified and compliant with all industry standard equirements.

B. Installation. Configure an additional port for the Saas SIP2.

C. Project Management. Provide project management for the implementation of the SaaS SIP2. Provide Tier 2 project management services for the implementation of new/additional modules either during an ILS Migration or as a standalone add on order, including Acquisitions, Homebound, Inventory, Media Scheduling, Reserves, Serials, SIP/NIP, Classified
Accountability, Language Pack, Materials Booking, 9xx Interface, SmartPort, EDI, Reference Librarian, Languages, PocketCirc, Outreach, VIP, SchoolRooms Add'l Licenses, and Web Reporter Add'l Licenses. However, in no event shall a module be added to the Subscription without a written amendment executed by both parties, and approved by City Council.
public access catalog and circulating materials.

Any reference to license metrics and/or licensed amounts included in this Agreement shall be applicable only to the Products and/or services mentioned in this Agreement.

Il. CITY'S DUTIES
City will not integrate products offered by third parties into Subscription without additional license from Contractor.
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COB-1633 C
EXHIBIT "B-3"

SCHEDULE FOR COMPLETION
TERM. The term of this Third Amendment shall commence February 3, 2015 and expire February 2, 2018, unless terminated as herein provided. The term of this Third Amendment shall act as a standalone term for this Subscription and shall not impact the Agreement expiration date of August 31, 2019. - 5-
C08-163-3
EXHIBIT "C-3"

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

1. accordance with the frowing paid 82400 in total compensation in Component/Services Year 1 Year 2 Year 3
SaaS SIP2 Interface Subscription $ 600 $ 620 $ 650
Installation $ 530 $ 0 $
Project Management $ 0 $ 0 $
Total $ 1,130 $ 620 $ 650
II. METHOD OF PAYMENT. Contractor shall provide invoices indicating the services and tasks performed during the prior month to City 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.

III. SCHEDULE FOR PAYMENT. City agrees to pay Contractor as follows.

A. Subscription Fee. The Subscription fee for the first year shall be paid within ninety (90) days upon the commencement date provided in Exhibit "B" ('Commencement Date"). Thereafter, the Subscription fee shall be paid within ninety (90) days of the annual anniversary date(s) of the Commencement Date.

B. Services. Service fees set forth above (which include Installation and Project Management) are due upon completion of services and within thirty (30) days after City's receipt of Contractor's invoice; provided however, services are completed to the City's reasonable satisfaction. - 6-
c08-16335

SECOND AMENDMENT TO THE

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT

BETWEEN THE CITY OF REDONDO BEACH
AND SIRSI CORPORATION DBA SIRSIDYNIX.

THIS SECOND AMENDMENT TO THE MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT, as amended ('Second Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Sirsi Corporation dba SirsiDynix ("Contractor").

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. Modification of Terms.
a. Section 2 of the First Amendment titled Early Termination has been modified, incorporated and restated in its entirety in this Agreement as follows:

Early Termination. City acknowledges that, based on City's willingness to purchase Products for the Term, Contractor has provided City with Products and Services at rates that represent a substantial discount rom the rates that Contractor would otherwise charge, along wit ertain other free or substantially discounted products or services. Cit therefore agrees that it is reasonable for City to pay a fee to Contractor in the event of early termination for any reason, which becomes effective upon any date prior to the end of the last year of the Initial Term or prior to the end of any. renewal term. Such fee shall be equal to 35% of the remaining value of the then-current Term of the Products or Services, as applicable. City agrees that damages suffered by Contractor in the event of such early termination are difficult or impossible to determine and that the above amount is intended to be a reasonable approximation of such damages and not a penalty. City agrees that it will pay such amounts within thirty (30) days of any such early termination. City shall notify Contractor in writing of its intent to terminate not less than sixty (60) days prior to the date of termination C08-163-2
and City shall not be eligible for any pro-rata credit or refund for unused partial year fees paid.
b. The second line of the First Amendment titled Initial Term Pricing for SirsiDynix Products/Service has been modified, incorporated and restated in its entirety in this Agreement as follows:

Initial Term Pricing for SirsiDynix Products/Service. 2.9% increase cap until Term renewal.

2. Scope of Services. The Agreement is hereby amended to add Exhibit "A- 2", which provides that Contractor shall provide four SaaS Services Subscriptions (hereinafter "Subscriptions"), and installation and project management for those services. Exhibit "A-2" is attached hereto and incorporated by reference.

3. Term. The term of the Agreement is hereby amended to add Exhibit "B- 2", which provides that the term of the services described in Exhibit "A-2" shall commence on August 5, 2014 and continue through August 31, 2019. Exhibit "B-2" is attached hereto and incorporated by reference.

Contractor shall commence and complete all services described in Exhibit "A-2" in accordance with the schedule set forth in Exhibit "B-2".

4. Compensation. The compensation of the Agreement is hereby amended to add Exhibit "C-2" to provide Contractor additional compensation in the amount of $1,850. Exhibit "C-2" is attached hereto and incorporated by reference.

5. No Other Amendments. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, and this Second 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 the terms of the Agreement, First Amendment, and this Second Amendment, the terms of this Second Amendment shall govern.
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C08-163-2
IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 5' day of August, 2014.

CITY OF REDONDO BEACH SIRSI CORPORATION DBA

SIRSIDYNIX
By:

Mayor Name:

Title:

ATTEST: APPROVED:

City Clerk Risk Manager
APPROVED AS TO FORM:

6.s.

City Attorney's Office
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C08-163-2
IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 5'h day of August, 2014.

CITY OF REDONDO BEACH SIRSI CORPORATION DBA

SIRSIDYNIX
By:

Name:. VilliaM DaVISON Jr
Title: CEO
ATTEST: APPROVED:

Eleantangi Ronger
City Clerk
APPROVED AS TO FORM:

Cily Atorney's Orice
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C08-163-2
EXHIBIT "A-2"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

1. CONTRACTOR'S DUTIES
Contractor shall perform the following services.

A. Provide the following SirsiDynix SaaS Subscriptions for a period of five years

1. SirsiDynix eResource Central Gateway Services. The minimum requirements shall be SirsiDynix Symphony 3.4.1 or Horizon

7.5.1 and above. These services shall provide eBook integration which shall allow libraries to provide seamless access to all library resources via a single user interface. Open Library and Project Gutenberg content shall be available and included with this service.

2. SirsiDynix eResource Connector for OverDrive. Provide access through SirsiDynix Resource Central Gateway Services to the approved content of one OverDrive main account.

3. SirsiDynix Resource Connector for OverDrive Advantage Account. Provide access to a single OverDrive Advantage Account.

4. BLUEcloud MobileCirc. Enables library staff to work wherever they are, with or without a data connection. Features shall include:
a. Mobile Circulation.
i. Perform common tasks like check-ins, checkouts and
renewals.
її: Register new users by scanning driver's license
(selected regions only) or by manually entering user
information.
b. Flexible inventory.
i. Integrates with Bluetooth scanners to make taking
inventory faster and easier.
c. Efficient shelving.
i. Provides real-time lists of candidates for weeding and items needed to fill holds.
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i. MobileCirc lists include filters designed specifically for library staff.

Requires SirsiDynix Symphony 3.4.1 SP2 and
SirsiDynix Symphony Web Services 3.5 or higher, OR,
Horizon 7.5.2 and Horizon Web Services 2.0.

B. Third Party Fees. The subscriptions in Subsections 2 and 3 of Section I.A do not include any Third Party fees which may be required by the Third Party, which City shall pay directly to the Third Party to use the content being accessed.

C. Install and/or configure the following products.

1. Install and configure SirsiDynix Resource Central Gateway Services and one Resource connector.
.. 2. Configure 1 OverDrive Account and 1 OverDrive Advantage Account in SirsiDynix eResource Central gateway Services.

3. Install and configure BLUEcloud MobileCirc
D. Project Management. Provide project management for the implementation of SirsiDynix eResource Central Gateway Services and BLUEcloud MobileCirc.

E. Training

1. Provide instructor to train about eight City Staff members on SirsiDynix Resource Central.

2. Provide training on the functionality present in
BluecloudMobileCirc. Ensure one user shall have unlimited access to this course for one year. The training shall be available in English only.

F. Other Terms. "Go Live Date" means, with respect to the Subscriptions, the date on which the Subscription is available for • operational use for normal daily business, including searching the public access catalog and circulating materials.

Any reference to license metrics and/or licensed amounts included in this Agreement shall be applicable only to the Products and/or services mentioned in this Agreement.
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C08-163-2
Il. CITY'S DUTIES
City will not integrate products offered by third parties into Subscriptions without additional license from Contractor.
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c08-163-2
EXHIBIT "B-2"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence August 5, 2014 and expire August 31, 2019, unless terminated as herein provided. This term shall apply to all of City's pre-existing obligations for ongoing Products not listed in this Amendment.
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C08-163-21
EXHIBIT "C-2"

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

I. AMOUNT. Contractor shall be paid as follows.

Component Price Section
SirsiDynix Resource Central Gateway Services 3,000 I.A.1 SirsiDynix Resource Connector for OverDrive No charge I.A.2 SirsiDynix eResource Connector for OverDrive
Advantage Account 100 L.A.3
Services Price Section
Installation 760 I.C. 1-2
Training 240 I.E.1
Project Management 0 I.D
BLUEcloud Reward - Subscription Credit (3,100)
Total 1,000
Component Price Section
BLUEcloud MobileCirc 3,000 I.A.4
Services Price Section
Installation 800 1.C.3
Training 50 T.E.2
Project Management 0 I.D
BLUEcloud Reward - Subscription Credit (3,000)
Total 850
II. METHOD OF PAYMENT. Contractor shall provide invoices indicating the services and tasks performed during the prior month to City 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.

III. SCHEDULE FOR PAYMENT. City agrees to pay Contractor as follows.

A. Subscriptions Fees

1. Neither fees nor ongoing fees shall be due with respect to the Subscriptions described herein.
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C08-163-2
B. Services
100% of Services fees set forth above (which include Installation, Training, and Project Management) are due upon completion of services/training and within thirty (30) days after City's receipt of Contractor's monthly invoices; provided however, services are completed to the City's reasonable satisfaction.

POT REDONDON
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C08-163-2
SirsiDynix

AMENDMENT TO

SOFTWARE SERVICES AGREEMENT
with

REDONDO BEACH PUBLIC LIBRARY
Areas the parties have enfered an) Software License and Services Agreement with an effective date of 2 December 2008 (hereinate collectively the hereas the parties hereto wish to amend certain terms of the Agreement, now therefore, for good and valuable consideration the receipt of which reby acknowledged, SirsiDynix and Customer agree as follo

1. Definitions.
or purposes of this Amendment and attached Quote, the followin erms shall have the meaning set forth herei
"Content" means any information, data, text, software, music, sounc Term ("Renewal Term"), unless Customer gives written notice 60 day hotographs, graphics, video messages or other material to whict rior to the end of the Initial Term or any Renewal Term, of its intentio Customer is provided on-line access to through SirsiDynix on a Services. Written notice shall be given to to terminate
subscription basis. [email protected] or by registered mail to SirsiDynix Legal, 400 W. "License Metrics" means the limitation on the usage of each of the Dynix Drive, Provo, Utah 84604. The pricing for the first twelve months Software or SaaS Services as designated and/or defined in the of any Renewal Term shall be provided in writing by SirsiDynix no less applicable Quote by a ter such as the number of titles, circulation, than 90 days prior to the end of the Initial Term or any Renewal Ter. users, students, seats, reports, and the like. Renewal pricing may increase. "Maintenance means the technical support and provision of Updates Subject to timely payment of the applicable fees, Maintenance is for the level of support services ordered, all of which are provided provided for all Software, unless otherwise noted in the Quote, under SirsiDynix's Support Policies in effect at the time the Services provided however that respect to Third Party Software, are provided. A current version of such Support Policies can be found SirsiDynix's obligation is limited to using commercially reasonable at: efforts to obtain Maintenance from the third party owner of such http://clientcare.sirsidynix.com/index.php?goto=Knowledge&docs&pid= 1&kcat id=59&hilite=946. Third Party Software and Products. SirsiDynix may add and/or substitute functionally equivalent products for any Third Party Products "Quote" means the document executed by the parties specifically referencing this Schedule, which contains Customer's order specific software requirements. Use of the Third Party Software and Products information, including description of Software and subject to all terms and conditions of the applicable Third Party EULA ordered, License Metrics and associated fees and payment terms. and SirsiDynix makes no warranty with respect to such. Customer's "SaaS Services" means the provision of (i) Software as a service sole remedy with respect to such shall be pursuant to the original (SaaS) hosted by SirsiDynix from a server farm that is comprised of licensor's warranty, if any, to SirsiDynix, to the extent permitted by the application, data and remote access servers used to store and run the original licensor. available by SirsiDynix on an "AS IS, AS AVAILABLE" BASIS.

Software and Customer Data, and/or (ii) web access to Content and (iii) associated Maintenance. Software and/or Services purchased may be accessed by or used to manage no more than the number of License Metrics specified "Software" means the SirsiDynix Software and Third Party Software. in the Quote. Additional License Metrics may be purchased under an "System" means the total complement of hardware and Software additional Quote at the pricing as defined in the Quote in effect at the fumished and maintained by SirsiDynix. time the additional License Metrics are added, prorated for the remainder of the then-current Term. The Services for added License "Third Party Software and Products" means content and software letrics shall terminate on the same date as the pre-existing Service including Documentation and Updates, owned by an entity other than ees are based on Software and/or Services and License Metri SirsiDynix which are to be provided to Customer by SirsiDynix on a pass-through or OEM basis pursuant to the terms of the EULA.

All other capitalized terms used herein have the meaning set forth in the Agreement, unless expressly stated otherwise in this Amendment.

2. Amendments.

The parties agree to amend the Agreement as follows:

All Clauses in the Agreement referencing a set Term and/ot Termination date are hereby superseded by the following ************************************x
File: Redondo Beach Public Library 300494 SirsiDynix Confidential Page 1 of 2 Customer Initial and Date:

C08-163-1
agrees that it is reasonable for Customer to pay a fee to SirsiDynix in that damages suffered by SirsiDynix in the event of early termination the event of termination of a Service ("Terminated Service") by are difficult or impossible to determine and that the above amount is Customer, other than due to breach by SirsiDynix, prior to the intended to be a reasonable approximation of such damages and not a expiration the then-current Term. Such fee shall be equal to (i) the penalty. Customer agrees that it will pay such amounts within thirty difference of 8% of the total Terminated Service fees related to the (30) days of any early termination of the Services. Customer shall prorated Term which is terminated early and actual Maintenance fees notify SirsiDynix in writing of its intent to terminate such Services not paid plus i) the amount discounts on Software, Content or less than ninety (90) days prior to the date of termination and professional services (excluding the Terminated Service) extended to Customer is not eligible for any pro-rata credit or refund for unused Customer during the Term which is terminated early. Customer agrees partial year Services fees paid.

Unless expressly amended in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

If the foregoing correctly sets forth your understanding of your agreement with respect to the matters treated above, please indicate your acceptance and approval below and retum either a PDF or a fax of the signed document to [email protected] or 801-223-5561; with original to follow to 400 West Dynix Drive, Provo UT 84604 USA.

This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of such counterparts shall constitute one and the same instrument. PDF documents and facsimile transactions shall be considered and have the same effect as The Effective Date of this Amendment shall be
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as identified below.

Redondo Beach Public Library SirsiDynix
Authorizing Authorizing
Ma.R Signature han habite
Signature
Name Name
ary KautenStrauch
400 West Dynix Drive
Address Provo UT 84604-5939
Address
Title Title CEO
Date 12 Novzeio
Date

APPROVED ASTO FORU

ASSISTANT CITY ATTORNEY

BRIAN HICKEY
ÄTTEST:

Elegan Mangarr

ITY CLERK
*******************************************»
File: Redondo Beach Public Library 300494 SirsiDynix Confidential Page 2 of 2 C08-163-1
SirsiDynix

LONG TERM SAAS SERVICES
QUOTE for

REDONDO BEACH PUBLIC LIBRARY
Dated: 5 October 2010
Initial Term of SaaS Services: Five (5) years
Initial Term Pricing for SirsiDynix Products/Services: 4.5% increase cap until Term renewa Fees for the Initial Term are due annually in advance on 1 September.

Customer's System shall remain within two (2) previously released software versions of the most recent version of the software at all times.

All other capitalized terms used herein have the meaning set forth in the Agreement, unless expressly stated otherwise in this quote.

The Effective Date of this document shall be the last date of signature below.

IN WITNESS WHEREOF, the parties have caused this Quote to be executed by their duly authorized representatives as identified below.

Redondo Beach Public Library SirsiDynix
Authorizing Authorizing
Signature Signature
Name Name
bary Rantenstrauch
400 West Dynix Drive
Address Address Provo UT 84604-5650
•
Title Title CEO
Date 12 Nov 2010
Date

DAN ORNEY
ATTEST
eleano Margare

ITY CLERE
*******************************************
File: Redondo Beach Public Library 300494 SirsiDynix Confidential Page 1 of 1 C08-163-1
Long Term Contract Savings Calculator
Current Maintenance Value: 47,523.10
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Total
7 Year Option (3%)
SD Software/Subscriptions 45,170.65 46,525.77 47,921.54 49,359.19 50,839.96 52,365.16 53,936.12 346,118.40 3rd Party with 0% Uplift 3,668.10 3,668.10 3,668.10 3,668.10 3,668.10 3,668.10 3,668.10 25,676.70

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3rd Party with Regular Uplift 371,795.10
48,838.75 50.193.87 51,589.64 53,027.29 54,508.06 56,033.26 57,604.22 5 Year Option (4.5%) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Total SD Software/Subscriptions 45,828.48 47,890.76 50,045.84 52,297.90 54,651.31 58,476.90 62,570.28 371,761.47 3rd Party with 0% Uplift 3,668.10 3,668.10 3,668.10 3,668.10 3,668.10 3,668.10 25,676.70 3rd Party with Regular Uplit
49,496.58 53,713.94 58,319.41 62,145.00
3 Year Option (6%) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Total SD Software/Subscriptions 46,486.30 49,275.48 52,232.01 55,888.25 $ 59,800.42 63,986.45 68,465.51 396,134.42 3rd Party with 0% Uplit 3,668.10 3,668.10 3,668.10 3,668.10 25,676.70

0.00 3rd Party with Regular Uplift 67,654.55 72,133.61 421,811.12 50,154.40 52,943.58 55,900.11 59,556.35
Standard Maintenance Renewal Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Total SD Software/Subscriptions 46,924.85 50,209.59 53,724.26 57,484.96 61,508.91 65,814.53 70,421.55 406,088.64 3rd Party with 0% Uplift 3,668.10 3,668.10 3,668.10 3,668.10 25,676.70 3rd Party with Regular Uplift 0.00 0.00 0.00
50,592.95 53,877.69 57,392.36 61,153.06 65,177.01 69.482.63 431,765.34 These amounts exclude Enterprise. This document is for budgetary purposes only.

These prices are conditional on a 5 to 6 year amendment agreement.

C08-163-1
SirsiDynix® SCHEDULE/EXHIBIT "A"
Redondo Beach Public Library
Coverage Effective Dates EOL Date
Serial Number Qty Price
Hem Number Item Description From To
Unicom SmartPORT Concurrent User 9/1/2010 - 8/31/2011 0.00 M-2425
9/1/2010 - 8/31/2011 271.70
11697 Dynix ILS SIP2 Interface Per Certified Venr 271.70 Annual Dynix Software Maintenance
Telephone Messaging v3.0 Maintenance, S 1 9/1/2010 - 8/31/2011 2,494.31 10886
Telephone Messaging v3.0 Maintenance, H HQZJVH1 1 9/1/2010 - 8/31/2011 7131/2014 1,173.79 10885
Annual Integrated Products Maintenance 3,668.10
10901 Enhanced SIP license for Telephone Mess: 9/1/2010 - 8/31/2011 Unicom Saas LVL2 Annual Base Package 9/1/2010 - 8/31/2011 24,296.25 M-2755
M-2739 Unicor Saas Acquisitions user, per seat 9/1/2010 - 8/31/2011 1,457.78 Unicom Saas 9ox user, per user 1 9/1/2010 - 8/31/2011 1,457.78 M-2737
Unicom Saas EDI X-12 user, per seat 1 9/1/2010 - 8/31/2011 1,457.78 M-2748
Unicom Saas SIP2 Interface Per Certified' 1 9/1/2010 - 8/31/2011 971.85 10809
Unicorn Saas Additional User Seat 10 9/1/2010 - 8/31/2011 9,718.50 M-2742
Unicorn Saas Serials Control user, per seal 1 9/1/2010 - 8/31/2011 971.85 M-2767 40,331.78
Annual Unicorn Saas Subscription
SirsiDynix Symphony Saas Additional Usel 9/1/2010 - 8/31/2011 5,225.00 10757
1 9/1/2010 - 8/31/2011 0.00
10763 SirsiDynix Symphony Saas Debt Collectior 5,225.00 Annual SirsiDynix Symphony Saas Subscription
Total 49,496.58

Page 1 ends

C08-163-1
SSirsiDynix

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT
This Master Software License and Services Agreement ("Agreement") is made and entered into this day of _ 200_ ("Effective Date") by and between Sirsi Corporation, a Delaware corporation doing business as SirsiDynix, with principal offices at 400 Dynix Drive, Provo, Utah 84604 ("SirsiDynix®) and the City of Redondo Beach ("Customer"), having its offices at 415 Diamond Street, Redondo Beach, CA 90277. Collectively, Customer and SirsiDynix shall be referred to as "Parties" and individually as a "Party." In consideration of the mutual promises, covenants and representations herein, and upon the terms and conditions set forth below, the Parties agree as follows:
accepted by SirsiDynix for the license of Software and/or the provision of SaaS Services, Support, Professional Services and other services. All orders This Software License and Services Agreement is a binding agreement between the Parties for all orders placed by Customer with SirsiDynix and shall be placed using an Ordering Form, as defined herein, the terms of which are incorporated in this Agreement by reference herein. "License Period" means, with respect to Software license or Content

1. DEFINITION OF TERMS. orders, the period for which the license is granted to Customer for each "Agreement" means this Master Software License and Services Software or Content subscription, as shown in the applicable Ordering Agreement, Ordering Forms, Saas Schedule, reference to information Form. contained in a SirsiDynix URL or policy and such other attachments and "Ordering Form" means either (i) the document executed by the Parties exhibits that the Parties' authorized representatives may mutually agree that describes in detail Customer's order-specific information, including to in writing. but not limited to, description of Software or Services ordered, fees Environment" or "COE" means Hardware, License Period or Term, or (ii) a Purchase Order "Certified Operating
operating system, middleware, database products and other software on "Purchase Order" means Customer's order to obtain Software or which SirsiDynix indicates the Software or SaaS Services will operate. Services pursuant to this Agreement duly signed by a Customers authorized representative, which incorporates by reference the terms of "Confidential Information" has the meaning set forth in section 10. this Agreement and the written quotation provided by SirsiDynix. "Content" means any information, data, text, software, music, sound, "Professional Services" has the meaning set forth in section 4A. photographs, graphics, video messages other material which "SaaS Schedule" means a schedule for SaaS Services if purchased by Customer is provided access to by SirsiDynix on a subscription basis Customer. pursuant to this Agreement. "SaaS Services" has the meaning set forth in the SaaS Schedule. "Customer Data" means any electronic data, information or material "Services" means Professional Services, SaaS Services, Support and/or provided or submitted by Customer to SirsiDynix through the Services Training Services. together with all data, information or material that Customer enters into "SirsiDynix Software" means each SirsiDynix-developed or SirsiDynix- the Services or has entered on its behalf, or which SirsiDynix is otherwise owned software product, as listed in the Ordering Form, in machine given access to under this Agreement to perform its obligations. readable object code (not source code), the Documentation for such "Designated Equipment or Hardware" means the computer or server product, and any Updates thereto. comprised of its central processing unit and its major peripherals, "Software" means the SirsiDynix Software and Third Party Software. including the equipment provided by SirsiDynix and identified as such in the Ordering Form; the equipment provided by Customer, if any, and "Support" means with respect to the SaaS Services and/or SirsiDynix identified as such in the Ordering Form; and the usual and necessary Software license orders (i) assistance and workarounds for resolving system software provided with the equipment by its known problems, (ii) Error Corrections if required in the sole judgment of operating SirsiDynix to enable the applicable SirsiDynix Software te perform manufacturer or purchased by Customer, but excluding networking equipment, communication lines and computer equipment at the other substantially in conformity with the Documentation, and (iii) Updates, all of which are provided under SirsiDynix's Support Policies in effect at the end of such lines.
time the Services are provided.
"Developed Materials" means any Intellectual Property created or developed by SirsiDynix, its employees, agents or contractors in the "Support Policies" means the technical support and maintenance current version of which can be found at
policies of SirsiDynix,
performance of this Agreement. http://clientcare.sirsidynix.com/index.php?goto=Knowledoe&old=1&docs&kcat_id=58 "Documentation" means the user instructions, release notes, manuals "System" means the total complement of Hardware, SirsiDynix Software, and on-line help files in the form generally made available by SirsiDynix, and Third Party Software furnished and maintained by SirsiDynix. regarding the use of the applicable Software. "Third Party EULA" means the end user license agreement that either "Error" means a material failure of the Software to conform to its accompanies the Third Party Software or is appended to the Ordering functional specifications described in the Documentation. Form. "Error Correction" means any bug fixes, modifications, additions, or hird Party Software" means the object code of the software, includ routines intended to correct the practical adverse effect of an Error. cumentation and Updates, listed in the Ordering Form owned by "Go Live Date" means, with respect to the SirsiDynix Software license entity other than SirsiDynix which is sublicensed by SirsiDynix to orders, the date on which the SirsiDynix Software Customer pursuant to the terms of the Third party EULA. operational use for normal daily business, including searching the public "Training Services" has the meaning set forth in section 4B. access catalog and circulating materials. "Undates" means the Error Corrections, updates, modifications o "Intellectual Property Rights" or "Intellectual Property" means patent hancements to the Software developed after the effective date of th rights (including patent applications and disclosures), copyrights, moral Orderina Form which SirsiDynix makes generally available to its rights, trademarks, service marks, trade secrets, know-how and any other customers as part of the Support. Updates exclude new products in intellectual property rights recognized in any country or jurisdiction in the which SirsiDynix generally charges a separate license fee. world, now or hereafter existing, and whether or not perfected, filed or recorded.

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"User" means an employee, agent, or contractor of Customer that has E. Additional Licenses. Customer may purchase additional Software or Content licenses or otherwise expand the scope of such license granted been authorized by Customer, and assigned a unique username- password combination, to access and use the Software, Content or Saas under an Ordering Form, upon SirsiDynix's receipt and acceptance of a new Ordering Form specifying the foregoing, and upon Customer's Services.
payment of additional license fees, if applicable, for such expanded

2. SOFTWARE LICENSE ORDERS. scope.

A. License Grant. Subject to the terms and conditions of this Agreement, F. Dedicated Servers. All servers that are part of the System shall be but not limited to the use rights, license scope rules and dedicated servers and shall only contain software and content for, and including shall only be operated for the purposes of, the System. Failure to comply definitions described in the applicable Ordering Form and subject to with this requirement by Customer may result in SirsiDynix's voiding its payment of the applicable fees, SirsiDynix hereby grants to Customer a warranties (except those warranties under Sections 8A and 11) made limited, non-exclusive, personal, non-transferable license, for the License Period to (i) install, run and use the Software on the under this Agreement and/or terminating Support.

Equipment and COE solely for Customer's own business operations and 3. SUPPORT. solely as enabled by the license key or keys, (il) use the Documentation in connection with such use of the Software, and (iii) access Content, if A. General. Support shall be provided under SirsiDynix's Support purchased by Customer, on a subscription basis. The server Software Policies in effect at the time the services are provided. The Support shall not be simultaneously loaded and operated on more than one Policies, incorporated in this Agreement, are subject to change at hardware platform. SirsiDynix's discretion; however, SirsiDynix will not materially reduce the B. Third Party Software. If no Third Party EULA is provided, the terms level of services provided during the period for which Support fees have and conditions applicable to the Third Party Software shall be governed been paid. by the terms and conditions of this Agreement. The terms and conditions SirsiDynix reserves the right to correct Errors in the latest version of the applicable to any Third Party Software will otherwise be governed by the Software. Updates are provided when available, and SirsiDynix is under applicable Third Party EULA. In the event of a conflict, the Third Party no obligation to develop any future programs or functionality.

EULA will take precedence over the terms of this Agreement. Customer agrees to report all suspected Errors and questions through its C. Copies. Customer may make a reasonable number of machine- authorized support contact. Reports will include all pertinent information readable copies of the Software solely for internal backup or archival regarding Customer deployment of the Software and the circumstances purposes. All Intellectual Property Rights notices must be reproduced and under which the problem occurred. When submitting a Support service included on such copies. Customer shall maintain accurate and up-to- request, the support contact should have a baseline understanding of the date records of the number and location of all copies of the Software and problem encountered and the ability to reproduce the problem in order to inform SirsiDynix in writing of such number and location upon request. assist SirsiDynix in diagnosing and triaging the problem.

D. License Restrictions. Customer shall not itself, or through any SirsiDynix is under no obligation to provide Support with respect to: (i) affiliate, employee, consultant, contractor, agent or other third party: (i) Software that has been altered or modified by anyone other than SirsiDynix; sell, resell, distribute, host, lease, rent, license or sublicense, in whole or (ii) a release of Software for which Support has been discontinued; (iii) in part, the Software, or SirsiDynix's or its licensors' Intellectual Property discrepancies that do not significantly impair or affect the operation of the Confidential Information; (i) decipher, decompile, disassemble, Software; (iv) SirsiDynix Software used on a computer or operating reverse assemble, modify, translate, reverse engineer or otherwise system other than a COE; (v) any violation of the terms and conditions of attempt to derive source code, algorithms, tags, specifications, this Agreement; or (vi) any systems or programs not supplied by architecture, structure or other elements of the Software, including the SirsiDynix or not covered by the Ordering Form. license keys, in whole or in part, for competitive purposes or otherwise; B. SirsiDynix Software Support. Starting on the Go Live Date, during (iii) except as otherwise required by applicable laws, allow access to, the License Period, and as long as Customer is current on its payments provide, divulge or make available the Software, Intellectual Property or of Support fees (as described in this Agreement and the Ordering Form), Confidential Information of SirsiDynix or its licensors to any user other SirsiDynix shall provide Support for the SirsiDynix Software listed on the than Customer's employees and independent contractors who have a Ordering Form). Support shall be provided on an annual basis. Following need to such access and who shall be bound by a nondisclosure the first anniversary of the initial Sapport term, and unless the License agreement with provisions that are at least as restrictive as the terms of Period has expired, Support services shall be automatically renewed from this Agreement; provided however that Customer may extend to library year to year unless Customer gives written notice 60 days prior to the end of the users, other libraries, and third party entities online data inquiry access to initial Support period or any extension thereof, of its intention to terminate the the Software module provided for that purpose (i.e. public access Support service. catalog): (iv) write or develop any derivative software or any other During the term of the License Period, in the event that Support Services software program based upon the Software, the Intellectual Property or lapse, a reinstatement fee shall be assessed, equal to 100% of the Confidential Information of SirsiDynix or its licensors; (v) modify, adapt, aggregate Support fee that would have been payable during the period of translate or otherwise make any changes to the Software or any part thereof; (vi) use the Software, the Intellectual Property or Confidential lapse, based on the list price for Support Services at the time Information of SirsiDynix or its licensors to provide processing services to reinstatement. in order to reinstate Support for licenses with products not third parties, or otherwise use the Software on a 'service bureau' basis; (vii) disclose or publish, without SirsiDynix's prior written consent, erformance or capacity statistics or the results of any benchmark tes erformed on the Software; or (viii) otherwise use or copy the Software except as expressly permitted herein. Content accessed on a subscription basis (i) may not be modified, (il) may be used solely for Customer's own use and (iii) may not be used as part of a commercial 16322 time-sharing or service bureau or in any resale capacity.

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4. OTHER SERVICES. B. Personnel; Remote Access. SirsiDynix shall provide reasonably sufficient personnel to perform the Services required by the Ordering A. Professional Services. Customer may obtain, at its sole option, SirsiDynix's personnel performing the Services may be either Form.
professional services such as consulting, data services, site planning, SirsiDynix employees or contractor personnel, and in either case shall configuration, integration and deployment of the Software, as mutually agreed with Customer's reasonable rules and regulations while on applicable Ordering Form ("Professional comply
to and described in the Customer's premises. Customer agrees to provide SirsiDynix with Services"). access to and use of Customer's personnel, facilities and equipment to B. Training Services. Customer may obtain, at its sole option, training the extent necessary for SirsiDynix to perform the Services. For courses for its personnel, as mutually agreed to and described in the installation of the System, Customer shall ensure that SirsiDynix's applicable Ordering Form ("Training Services"). assigned technical personnel are able to access the System remotely.

Customer shall be responsible for providing access through any security C. Additional & Change Orders. Customer may purchase additional measures it deems necessary. SirsiDynix alone shall decide whether Services upon SirsiDynix's receipt and acceptance of a new Ordering access to the System is sufficient for installation purposes. Ordering Form specifying the foregoing, and upon Customer's payment of Forms may set forth additional details regarding SirsiDynix's access to additional fees, if applicable. Either Party may propose a change order to and use of Customer's personnel, facilities and equipment. add to, reduce or change the work ordered in the Ordering Form. Each change order shall specify the changes) to the services or deliverables, C. Enforcement. Customer shall ensure that all Users and any third and the effect, if any, on the schedule and on SirsiDynix's compensation, parties comply with the terms and conditions of this Agreement. Customer due to the change. SirsiDynix shall not implement a change order unless shall promptiy notify SirsiDynix of any suspected or alleged violation of the it is executed by the Parties. In the event of any delay in Customer's terms and conditions of this Agreement and shall provide information to performance of any of the obligations set forth herein or any other delays SirsiDynix with respect to: (i) investigation by SirsiDynix of any suspected or caused by Customer, the milestones and fees set forth in the Ordering alleged violation of this Agreement and (i) any action by SirsiDynix to Form shall be adjusted as reasonably necessary to account for such enforce the terms and conditions of this Agreement. delays, in accordance with the provisions of this section 4C.

7. OWNERSHIP.

D. Estimated Time/Cost Overruns. This section applies if the A. Software. All rights not expressly granted in this Agreement are Professional Services or Training Services ordered under the Ordering reserved by SirsiDynix and its licensors. Customer acknowledges that: (i) Form are not compensated on a fixed-price (total flat fee) basis, e.g., all Software is licensed and not sold; iii) by accepting the license set forth work compensated on a time and materials basis or under an estimated in this Agreement, Customer acquires only the right to use the Software "cap" with fixed hourly rates SirsiDynix shall track its progress of the and SirsiDynix, or its licensors, shall retain sole and exclusive ownership work against the estimated schedule/milestones and the budgeted cost of and all rights, title, and interest in, including Intellectual Property Rights performance, and provide a written report to Customer of such progress embodied or associated with, the Software and all copies and derivative with each invoice. SirsiDynix shall promptly report to Customer at the works thereof (whether developed by SirsiDynix, Customer or a third earliest time it discovers that the time or cost of performance of the party); and (iii) the Software, including the source and object codes, logic Professional Services or Training Services will exceed the estimated time and structure, constitute valuable trade secrets of SirsiDynix and its and/or cost authorized in the Ordering Form, and in any event before licensors. Customer agrees to secure and protect the Software consistent proceeding with the portion of the Professional Services or Training with the maintenance of SirsiDynix's and its licensors' rights in the Services that will cause the estimated time and/or cost to exceed the Software, as set forth in this Agreement. then-current estimate(s). In such report, SirsiDynix shall explain in B. Developed Materials. SirsiDynix retains all rights, title and interest in reasonable detail the reason(s) for the anticipated time and/or cost any and all Developed Materials, all training and procedural materials overrun and shall estimate the revision in the estimated time and/or used or in any manner employed by SirsiDynix in the provision of estimated costs necessary to complete the work. SirsiDynix shall not Professional Services or other Services under this Agreement, which may perform such additional work or any work performed in excess of any be developed for Customer through the reimbursed or unreimbursed estimated "cap" identified in the Ordering Form, unless the Parties have efforts of SirsiDynix employees or agents. To the extent Developed executed a change order pursuant to section 4C above. Materials may be included with or embodied in any deliverables delivered

5. HARDWARE. to Customer hereunder, SirsiDynix grants Customer, upon full payment of the applicable fees and charges, a personal, irrevocable, nonexclusive, Risk of loss on all Hardware passes to Customer on SirsiDynix's worldwide, royalty-free license to, during the License Period, use, placement of the Hardware with a common carrier or licensed trucker, execute, reproduce, display, perform, distribute internally, and prepare for which shall constitute delivery to Customer. Thereafter Customer will be internal use only derivative works based upon the Developed Materials in responsible for risks of loss or damage, except for loss or damage each case solely in conjunction with the deliverable provided in caused by SirsiDynix in the process of installation. Title to the Hardware connection with the Ordering Form. Customer acknowledges that shall pass to Customer on SirsiDynix's placement of the Hardware with a SirsiDynix may use works for third parties that are based upon, similar or common carrier or licensed trucker. identical to the deliverable. The license restrictions set forth in section 2

6. COOPERATION AND ASSISTANCE. apply to Developed Materials.

C. Content. Customer further acknowledges that all Content, excluding • Cooperation. Customer shall provide SirsiDynix with good fait operation and access to such information, facilities, and equipment a may be reasonably required by SirsiDynix in order to provide the Services, including, but not limited to, providing Customer Data, security access, information, and software interfaces to Customer's applications, and Customer personnel, as may be reasonably requested by SirsiDynix from time to time.

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G. Disclaimer. THE WARRANTIES SET FORTH IN SECTION 8B, 8C,

8. WARRANTIES; DISCLAIMER. AND 11 OF THIS AGREEMENT ARE IN LIEU OF, AND 8E, 8F,
A. Ownership of Rights. SirsiDynix represents and warrants to SIRSIDYNIX, ITS LICENSORS AND SUPPLIERS EXPRESSLY Customer that it has the right to grant to Customer the rights set forth in DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL

OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
B. SirsiDynix Software. SirsiDynix warrants that, for a period of 90 days INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT THE

SIRSIDYNIX SOFTWARE, DOCUMENTATION, DELIVERED
from the Go Live Date, the SirsiDynix Software will operate in all material MATERIALS OR CONTENT IS ERROR-FREE OR WILL OPERATE respects in conformity with the Documentation so long as Customer has WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE incorporated all Error Corrections and Updates to the SirsiDynix Software CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF that SirsiDynix has made available to Customer. MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND C. Remedies. If the SirsiDynix Software does not perform as set forth in NON-INFRINGEMENT, (ili) ANY WARRANTY THAT CONTENT WILL the Documentation, SirsiDynix shall use commercially reasonable efforts BE ACCURATE, RELIABLE AND ERROR-FREE AND (iv) ANY AND to correct any Errors related to the SirsiDynix Software. As Customer's ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF exclusive remedy for any claim under the warranty provided in Section DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO

8.B, Customer shall promptly notify SirsiDynix in writing of its claim. ADVICE, STATEMENT OR INFORMATION GIVEN BY SIRSIDYNIX, Provided that such claim is reasonably determined by SirsiDynix to be ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE SirsiDynix's responsibility, SirsiDynix shall, within 30 days of its receipt of OR CHANGE ANY WARRANTY PROVIDED HEREIN.

Customer's written notice, (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error; or 9. FEES, TAXES, PAYMENT. (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from SirsiDynix, then SirsiDynix or Customer may terminate the A. Fees and Payment Terms. Fees or other charges for licenses, SirsiDynix Software license and Customer will be entitled to a pro-rata products, and Services shall be as specified in the Ordering Form. Fees the fees paid for the affected SirsiDynix Software at are exclusive of, and Customer is responsible for, shipping costs.

SirsiDynix's reasonable discretion. The preceding warranty cure shall Invoices shall be considered past due 30 days after the date shown constitute SirsiDynix's entire liability and Customer's exclusive remedy for thereon. Past due balances are subject to the lesser of a 1½% per cure of the warranty set forth in Section 8.B. If Customer elects not to month interest charge (18% per annum) or the highest rate allowed by terminate the SirsiDynix Software license for the affected portion of the law. Unless expressly provided otherwise in the Ordering Form, fees paid Software, Customer waives all rights for the applicable warranty cure set or payable for Software licenses or Support are not contingent under any circumstances upon the performance of any Professional Services D. Exclusions. SirsiDynix is not responsible for any claimed breach of (including implementation services) or Training Services. any warranty set forth in section 8B or 8C caused by: (i) modifications B. Taxes. Unless otherwise noted, the prices in this Agreement do not include taxes. Customer agrees to pay any taxes, other than those made to the System by anyone other than SirsiDynix; (i) the combination, based on SirsiDynix's net income, arising out of this Agreement. If operation or use of the System components with any items not supplied by SirsiDynix to Customer or otherwise approved by SirsiDynix; (iii) Customer has tax exempt status, Customer agrees to send SirsiDynix a Customer's failure to use any new or corrected versions of the System copy of its tax-exempt certificate prior to execution of this Agreement. components made available by SirsiDynix; (iv) SirsiDynix's adherence to Customer agrees to indemnify SirsiDynix from any liability or expense Customer's specifications or instructions; or (v) Customer deviating from incurred by SirsiDynix as a result of Customer's failure or delay in paying Software operating procedures taxes due.

10. CONFIDENTIALITY.

SirsiDynix warrants that the Professional
under this Agreement will be performed in a SirsiDynix acknowledges that Customer may be subject to freedom of consistent with industry standards reasonably information legislation, including but not limited to the Califomia Public applicable to the performance of such services. Customer's exclusive and further acknowledges that any legally mandated remedy, and SirsiDynix's entire liability, for breach of this Section 8.E legislation shall take precedence shall be the re-performance of the Service or an equitable adjustment in * confidentiality provisions of this section as they apply to Customer. the fees paid for the affected Professional Services, at SirsiDynix's By virtue of this Agreement, the Parties may be exposed to or be provided with certain confidential and proprietary information of the other entire liability and Customer's exclusive remedy for cure of the warranty Party or third parties, including but not limited to information designated set forth in this Section 8.E. as confidential in writing or information which ought to be in good faith F. Third Party Software and Hardware.

SirsiDynix warrants that it is an authorized distributor of the Hardware ("Confidential Information"). and Third Party Software and that with the execution of the Ordering and/or its licensors includes but is not limited to the terms and conditions Form, Customer will have the right to use the Third Party Software in (but not the existence) of this Agreement, all trade secrets, software, accordance with the terms and conditions of the Third Party EULA or of source code, object code, specifications, as well as results of testing and this Agreement if no Third party EULA is provided benchmarking of the Software or other services, product roadmap, data and other information of SirsiDynix and its licensors relating to or lardware waranties shal bigort od by thid party pruders romant embodied in the Software or Documentation. SirsiDynix's placement of a such warranties begin on shipmer copyright notice on any portion of any Software or any update to suct SriDyatumakes heraties of any kind with respector the Hastoner. whether shipment is to Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains Third Party Software warranties, if any, shall be governed by the terms c proprietary and confidential information of SirsiDynix SirsiDvnix makes no warranties of any kind witl
respect to Third Party Software Except as expressly permitted by law, each Party will protect the other's Confidential Information from unauthorized dissemination and use the

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same degree of care that each such Party uses to protect its own non- license: remove the SirsiDynix Software in question and refund its net book value based on a straight-line basis over a five year period public and confidential information, but in no event less than a reasonable commencing on the Go Live Date and (b) with respect to SaaS Services:
amount of care. Except as legally required by any freedom of information terminate such Service and refund any prepaid fees for SaaS Services legislation, including but not limited to the California Public Records Act, neither Party will i) use the other's Confidential Information for purposes after the date of termination.

SirsiDynix's entire obligation to Customer and
other than those necessary to directly further the purposes of this This section states Agreement and/or ii) disclose to third parties the other's Confidential Customer's sole remedy for any claim of infringement.

Information without prior written consent of the other Party. 12. LIMITATION OF LIABILITY.

Information shall not be considered Confidential Information to the extent, but only to the extent, that the disclosing Party can establish that such TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S information (i) is or becomes generally known or available to the public TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED through no fault of the receiving Party; (ii) was in the receiving Party's UNDER THIS AGREEMENT) TO CUSTOMER AND ANY THIRD possession before receipt from the disclosing Party; (iii) is lawfully PARTIES UNDER THIS AGREEMENT, EXCLUDING LIABILITY obtained from a third party who has the right to make such disclosure; (iv) PURSUANT TO SECTION 11 (Indemnification), WILL BE LIMITED TO has been independently developed by one Party without reference to any THE PAYMENTS MADE BY CUSTOMER DURING THE PREVIOUS 12 TO
Confidential Information of the other; or (v) is required to be disclosed by MONTHS. law provided the receiving Party has promptly notified the disclosing CUSTOMER INCIDENTAL, Party of such requirement and allowed the disclosing Party a reasonable time to oppose such requirement, except as such notification is explicitly INCLUDING, BUSINESS, denied in conjunction with Customer's legally mandated compliance with REVENUE, OTHER any freedom of information legislation, including but not limited to the ECONOMIC ADVANTAGE), WHETHER BASED ON BREACH OF Califomia Public Records Act. Customer also need not notify SirsiDynix if CONTRACT, PRODUCT the sole item disclosed under the California Public Records Act is the LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SIRSIDYNIX terms and conditions of this Agreement. HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SIRSIDYNIX BE LIABLE FOR ANY

11. INDEMNIFICATION.

SirsiDynix shall indemnify, defend, and hold Customer harmless from and LIMITATION, against any and all liabilities, losses, damages, costs (including without GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE) limitation reasonable attorney's fees), judgment, and penalties arising out INDIRECT, of any claim that the SirsiDynix Software or SaaS Services infringe any CONTENT OR DATABASE IN ANY MANNER, patent, copyright, trademark, trade secret, or other intellectual property THE WEBSITES,

INCLUDING WITHOUT LIMITATION ANY CLAIM RELATING TO
rights (Intellectual property rights") of any third party. THEIR USE OR INABILITY TO USE THEM, OR THE ACCURACY OF SirsiDynix will defend or settle, at its option and expense, any action, suit THEIR CONTENT. NO CLAIM ARISING OUT OF THIS AGREEMENT, or proceeding brought against Customer that the SirsiDynix Software or EXCLUDING THOSE INDEMNIFICATION UNDER SaaS Services infringe a third party's intellectual property rights ("Claim"). SECTION 11, REGARDLESS OF FORM, MAY BE BROUGHT MORE SirsiDynix will indemnify Customer against all damages and costs THAN THE SHORTER OF TWO YEARS OR THE MINIMUM PERIOD attributable exclusively to such Claim, provided that Customer: (i) CAUSE

ALLOWED BY LAW AFTER THE
promptly gives written notice of the claim to SirsiDynix; (ii) gives OCCURRED. THIS SECTION SHALL SURVIVE FAILURE OF ANY SirsiDynix sole control of the defense and settlement of the Claim (except EXCLUSIVE REMEDY. that Customer shall have the right to attend any such defense with its own counsel and at its own expense); (ii) provides SirsiDynix, at 13. TERMINATION.

SirsiDynix's expense, with all available information and assistance relating to the Claim and cooperates with SirsiDynix and its counsel; (iv) Either Party may terminate this Agreement immediately upon written does not compromise or settle such Claim; and (v) is not in material notice if the other Party commits a non-remediable material breach of this breach of any agreement with SirsiDynix. SirsiDynix shall attempt to settle Agreement or if the other Party fails to cure any remediable material any claim in a manner designed to prevent the imposition of any penalty breach or provide a written plan of cure acceptable to the non-breaching Party within 30 days of being notified in writing of such breach. Customer or limitation on Customer. acknowledges that its distribution or use of the Software or Saas SirsiDynix has no obligation to the extent any Claim results from: (i) Services in violation of this Agreement constitutes a non-remediable Customer having modified the SirsiDynix Software or SaaS Services or material breach. Following termination of this Agreement (for whatever used a release other than a current unaltered release of the SirsiDynix reason), each Party will deliver to the other any property of the other Software, if such an infringement would have been avoided by the use of Party in its possession or control in good condition, reasonable wear and a current unaltered release of the SirsiDynix Software or SaaS Services, tear excepted. Upon SirsiDynix's request, Customer agrees to certify that or (il) the combination, operation or use of the SirsiDynix Software or it has retumed or destroyed all copies of the Software, Developed SaaS Services with software or data not provided under this Agreement, Materials and Confidential Information and acknowledges that its rights to if such an infringement would have been avoided in the absence of such use the same are relinquished. Neither Party will be liable for any usage: damages arising out of the termination of this Agreement, provided that If it is adjudicated that an infringement of the SirsiDynix Software or Saas such termination will not affect any right to recover damages sustained by Service by itself and used in accordance with this Agreement infringes reason of material breach or any payments owing under the Agreement. any patent, copyright, trade secret, trademark, or other intellectual Where the non-breaching Party has a right to terminate this Agreement, property right, SirsiDynix shall, at its option: (i) procure for Customer the the non-breaching Party may at its discretion either terminate this right to continue using the SirsiDynix Software or the SaaS Service; (i) Agreement or the applicable Ordering Form, or terminate this Agreement replace or modify the SirsiDynix Software or the Saas Service so it in respect of those parts of the Agreement which can be severed from the becomes non-infringing; or (ili) (a) with respect to the SirsiDynix Software

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remainder and which provide for the performance of those obligations otherwise assign or transfer this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. which the breaching Party has not performed.

Notice of U.S. Government Restricted Rights. If the Customer

14. GENERAL. hereunder is the U.S. Government, or if the Software are acquired The Parties will exercise every reasonable effort to hereunder on behalf of the US Government with U.S. Government federal A. Force Majeure. that the Software are commercial
meet their respective obligations hereunder but shall not be liable for funding, notice is hereby given delays resulting from force majeure or other causes beyond their computer software and documentation developed exclusively at private and are fumished follows: "U.S. GOVERNMENT
This provision does not relieve Customer of its expense as reasonable control. RESTRICTED RIGHTS. Software delivered subject to the FAR 52.227- obligation to make payments then owing. 19. All use, duplication and disclosure of the Software by or on behalf of B. Assignment. SirsiDynix may assign this Agreement and all of its U.S. Govemment shall be subject to this Agreement and the the
rights and obligations herein without Customer's approval to a successor restrictions contained in subsection (c) of FAR 52.227-19, Commercial by operation of law, or by reason of the sale or transfer of all or Software Restricted Rights (June 1987).

Computer
substantially all of its stock or assets to another entity. Neither Party may Survival. The following provisions will survive any termination or D. Export. If Customer exports any of the Software, it must comply fully expiration of this Agreement or an Ordering Form: 1, 2B, 2C, 2D, 6C, 7, with all relevant export laws and regulations of the United States to ensure that the Software is not exported, directly or indirectly, in violation 8C, 8D, 8G, 9, 10, 11, 12, 13, and 14. of United States law. Customer shall not knowingly, directly or indirectly, J. No Waiver. Any express waiver or failure to exercise promptly any without prior written consent, right under this Agreement will not create a continuing waiver or any Administration of the United States Department of Commerce, or the expectation of non-enforcement.

United States Department of State, export or transmit any of the Software K. Modification. No modification to this Agreement will be binding to any country or organization to which such transmission is restricted by unless in writing and signed by an authorized representative of each applicable regulations or statutes. Party.

E. Compliance. During the term of this Agreement and for a period of L. Section Headings. Headings and titles used in this Agreement are for one year following its termination, Customer shall maintain and make reference purposes only and shall not be deemed a part of this available to SirsiDynix records sufficient to permit SirsiDynix or an Agreement. independent auditor retained by SirsiDynix to verify, upon ten days' This Agreement constitutes the Parties' entire M. Entire Agreement.
written notice, Customers
requirements of this Agreement. Such audit shall be performed during agreement relating to its subject matter. It cancels and supersedes all If such verification process reveals any material prior or contemporaneous oral or written communications, requests for regular business hours. proposals, proposals, conditions, representations, and warranties, or noncompliance by Customer of this
reimburse SirsiDynix for the reasonable costs and expenses of such other communication between the Parties relating to its subject matter during its term. It also replaces any prior contractual agreements verification process (including, but not limited to the fees of an independent auditor) incurred by SirsiDynix, and Customer shall promptly between the Parties for SirsiDynix-provided products and services. cure any such noncompliance; provided, however, Order of Precedence. In the event of a conflict between an under this section does not constitute a waiver of SirsiDynix's termination Agreement shall prevail, rights. provided, however, that such standard variable terms such as price, Any notice required or permitted to be sent under this quantity, tax exempt status, payment terms, shipping instructions and the F. Notices. like shall be specified on each Ordering Form. All pre-printed terms of Agreement shall be delivered by hand, by overnight courier, by pdf via any Purchase Order executed prior to or after this Agreement shall have email, or by registered mail, return receipt requested, to the address of no effect. In the event of a conflict between the terms of this Agreement the Parties first set forth in this Agreement or to such other address of the and a Third Party EULA, the Third Party EULA will take precedence over Parties designated in writing in accordance with this subsection. the terms of this Agreement in accordance with section 2C.

G. Relationship. This Agreement is not intended to create a _ partnership, franchise, joint venture, agency, or a fiduciary or employment O. Third Party Beneficiaries. All rights and benefits Neither Party may bind the other Party or act in a manner SirsiDynix under this Agreement shall apply equally to the owner of the relationship. Third Party Software with respect to the Third Party Software, and such which expresses or implies a relationship other than that of independent third party is an intended third party beneficiary of this Agreement, with contractor. respect to the Third Party Software.

H. Invalidity. If any provision of this Agreement shall be held to be The Parties agree that this Agreement may be invalid, illegal or unenforceable, the validity, legality and enforceability of P. Counterparts. the remaining provisions shall not in any way be affected or impaired. executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and that facsimile signatures shall be as effective and binding as original signatures.

IN WITNESS WHEREOF, the Parties have caused this Agreement, which shall inure to the benefit of and be binding upon the successors of the respective Parties, to be signed and entered as of the Effective Date. SIRSIDYNIX-PAGE 6

CONFIDENTIAL AND PROPRIETARY
M.R

CUSTOMER INITIAL HERE
DATE INITIALED 12/4/08
C08-163
SIRSI CORPORATION bla SIRSIDYNA
(Authorized Sighature)
Panted Name: Gary kantenstrauch Printed Name: Mike 6in
CEO Tute: Mayor
Title:

Date: November 24,2008 Date: 12/2/08
APPROVEDAS TO FORM:

ASSISTANT CITY AfTORNEY

BRIAN HICKEY

MASTER SOFTWARE LICENSE AND SERVICES AGREEMENTTEN TURE PAGE Elecan Mangers

CITY CLERK

CONFIDENT ANDY FEARE
C08-163
5 SirsiDynix

SAAS SCHEDULE
This Saas Schedule is made and entered into this. ("Effective Date") by and between Sirsi Corporation, a Delaware corporation doing business as SirsiDynix, with principal offices at 400 Dynix Drive, Provo, Utah 84604 ("SirsiDynix") and the City of Redondo Beach (Customer"), having its offices at 415 Diamond Street, Redondo Beach, CA 90277. Collectively, Customer and SirsiDynix shall be referred to as "Parties" and individually as a "Party."
This SaaS Schedule is hereby made part of and incorporated into the Master Software License and Services Agreement dated terms used herein and in the Master Agreement, not defined herein, inconsistency between the terms of this SaaS Schedule and the Master Agreement, the terms of this SaaS Schedule will govern.

Access to Services. Customer acknowledges that it is solely

1. DEFINITION OF TERMS. responsible for obtaining and maintaining at its own expense, all COE "Access Date" means, with respect to SaaS Services, the date upon needed to access the SaaS Services, including but not limited to computer which both the loading of Customer's library database onto SirsiDynix's and telephony equipment, cabling, software, Interet access and other database server has been completed and Customer has initial access to materials at its facility(ies) necessary to access the SaaS Services. the Hosted Application as part of the SaaS Services.
"SaaS Services" means the provision by SirsiDynix of the Hosted D. Passwords - Security. SirsiDynix shall issue to Customer, or shall Application from a server farm that is comprised of application, data and authorize a Customer administrator to issue, a password for each User.

Customer is responsible for maintaining the confidentiality of all access servers used to store the Hosted Application and remote passwords and for ensuring that each password is used only by the Customer Data, telecommunications equipment, and other hardware Customer is entirely responsible for any and all authorized User.
necessary to provide Customer with access to the Hosted Application. that occur under Customer's account. Customer agrees to activities
"Error" means a material failure of Hosted Application to conform to its immediately notify SirsiDynix of any unauthorized use of Customer's functional specifications described in the Documentation. account (including each password of each user accessing the Services "Go Live Date" means, the date on which Customer is scheduled in the by means of Customer's account) or any other breach of security known Installation Timetable set forth in the Ordering Form, to begin using the to Customer. SirsiDynix shall have no liability for any loss or damage Hosted Application for normal daily business, including searching the arising from Customer's failure to comply with these requirements. public access catalog and circulating materials. SirsiDynix will maintain Customer passwords as confidential and will not "Hosted Application" means the SirsiDynix Software hosted by disclose them to third parties.

SirsiDynix in connection with the provision of Saas Services. Customer acknowledges that use of or connection to the internet provides "Support" means with respect to the SaaS Services, (i) assistance and the opportunity for unauthorized third parties to circumvent security workarounds for resolving known problems, (ii) Error Corrections if precautions and illegally gain access to the Services and Customer Data. required in the sole judgment of SirsiDynix to enable the applicable Accordingly, SirsiDynix cannot and does not guaranty the privacy, security Hosted Application to perform substantially in conformity with the or authenticity of any information so transmitted over or stored in any and (iii) Updates, all of which are provided under system connected to the Internet.

Documentation,
SirsiDynix's SaaS service level agreement in effect at the time the Saas E. Limited License Grant by Customer. Customer agrees that if, in the Services are provided. course of performing the Services, it is necessary or desirable for SirsiDynix "Term" means, with respect to SaaS Services orders, the period for to access or use any equipment, software or data then Customer grants to which the Saas Services are ordered by Customer, as shown in the SirsiDynix a non-exclusive, royalty free license, during the Term to use the Ordering Form. same solely for the purpose of delivering the Services (including, without "User" means an employee, agent, or contractor of Customer that limitation and for the avoidance of doubt, Professional Services, Training has been authorized by Customer, and assigned a unique usemame- Services, Support Services, maintenance of the Hosted Applications or password combination, to access and use the SaaS Services. preparing for delivery of any such Services). SirsiDynix shall have no right to use the same for any other purpose or at any other time.

2. SAAS SERVICES.

F. Acceptable Use. Customer acknowledges and agrees that SirsiDynix A. Services, Term and Renewal. Starting on the Access Date, during does not monitor or police the content of communications or data the Term, and as long as Customer is current on its payments of SaaS Customer or its Users transmitted through the Services, and that SirsiDynix Services fees (as described in the Ordering Form), SirsiDynix shall shall not be responsible for the content of any such communications or provide the SaaS Services listed on the Ordering Form. transmissions. Customer agrees: (i) to abide by all local, state, national, and intemational laws and regulations applicable to Customer's use of the SaaS Services shall be automatically renewed unless Customer gives Services, including without limitation all laws regarding the transmission of written notice 60 days prior to the end of the initial Term or any extension technical data exported from the United States through the Services; iii) not thereof, of its intention to terminate the SaaS Services. knowingly to upload or distribute in any way files that contain viruses, B. License Grant. SirsiDynix grants Customer and its Users the right to corrupted files, or any other similar soffware or programs that may damage access and to use the SaaS Services solely for Customer's business the operation of the Services or another's computer; (i) not to use the purposes and such access and use is subject to the terms of this Services for illegal purposes: (iv) not to interfere or disrupt networks Agreement and is expressly limited to the number of Users for which connected to the Services; (v) not to post, promote or transmit through the Services any unlawful or otherwise objectionable material of any kind or Customer has paid the applicable fees as detailed on the Ordering Form. nature; (vi) not to interfere with another entity's use and enjoyment of similar SirsiDynix further grants Customer a limited, non-exclusive, personal, services; (vill) not to engage in surveys, contests, or chain letters or post or non-transferable, royalty free license, during the Term to (a) use the transmit unsolicited mass distribution of email; (ix) engage in any activities Hosted Application solely as part of the SaaS Services in accordance or actions intended to withhold or cloak Customer's or its users' identity or with this Agreement and (b) use the Documentation in connection with contact information; (x) engage in any activities or actions that infringe or such use of the SaaS Services. misappropriate the Intellectual Property Rights of others, and (xi) to comply CUSTOMER INITIAL. HERE
DATE INITIALED 12/4/08
C08-163
with all regulations, policies and procedures of networks connected to the C. Exclusions. SirsiDynix is not responsible for any claimed breach of Services. SirsiDynix may remove any violating content posted on the any warranty set forth in section 4A caused by: (i) modifications made to Services or transmitted through the Services, without notice to Customer. the Saas Services (including the Hosted Application) by anyone other than SirsiDynix; (i) the combination, operation or use of the Saas G. Termination of User Access. SirsiDynix may suspend or terminate any Services with any items not supplied by SirsiDynix to Customer or User's access to the SaaS Services upon notice and approval of Customer otherwise approved by SirsiDynix; (iii) SirsiDynix's adherence to in the event that SirsiDynix reasonably determines that such User has Customer's specifications or instructions; or (iv) Customer deviating from violated the terms and conditions of this Agreement the Hosted Application operating procedures described in the Documentation.

3. SAAS SUPPORT.

THE WARRANTIES SET FORTH IN SECTION 4A OF
Support for SaaS Services shall be provided by SirsiDynix during the THIS SCHEDULE OR THE MASTER SOFTWARE LICENSE AND Term at no additional charge so long as Customer is current in the SERVICES AGREEMENT ARE IN LIEU OF, AND SIRSIDYNIX, ITS payment of the SaaS Services LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE accordance with SirsiDynix's Support Policies as applicable for SaaS Services, current version WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, http://clientcare.sirsidynix.com/index.php?goto=Knowledge&pid=1&docs&kcat INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT THE id=58. Support of any nature rendered by SirsiDynix hereunder shall be SAAS SERVICES ARE ERROR-FREE OR WILL OPERATE WITHOUT limited to the SaaS Services and shall be contingent upon the proper use INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED; (i) of such Services by Customer. It is acknowledged and understood that ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, Support is not intended to supplant Customer's day-to-day operation of its FITNESS library automation processes or of its duty to provide supervision, control, INFRINGEMENT, AND (il) ANY AND ALL IMPLIED WARRANTIES and management of the use of the SaaS Services. SirsiDynix is under no ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF obligation to resolve problems caused by products for which Customer PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT has not entered into an agreement with SirsiDynix covering such OR products. Customer requests to SirsiDynix to restore all or part of its CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE SaaS Services due to Customer error or intentional misuse of the Saas ANY WARRANTY PROVIDED HEREIN.

Services will be billed at SirsiDynix's then-current hourly rate.

5. INDEMNIFICATION.

4. WARRANTY; DISCLAIMER.

SirsiDynix acknowledges that Customer may be subject to legislation A. Warranty. SirsiDynix warrants the Saa Services will be performed in prohibiting it from agreeing to indemnify SirsiDynix and acknowledges that such legislation would take precedence over the indemnification provisions of this section.

Application will operate in all material respects in conformity with the To the extent allowed by law, Customer shall defend or settle, at its Documentation. option and expense, any action, suit or proceeding brought against B. Remedies. If the Hosted Application does not perform as warranted, SirsiDynix arising out of or in connection with any third-party claim that: (i) SirsiDynix shall use commercially reasonable efforts to correct any Errors a third party has suffered injury, damage or loss resulting from related to the Software. As Customer's exclusive remedy for any claim Customer's or any User's use of the SaaS Services (other than any claim under the warranty contained in Section 4.A., Customer shall promptly for which SirsiDynix is responsible under the section entitled notify SirsiDynix in writing of its claim. Provided that such claim is Indemnification in the Master Agreement); or iii) Customer or any User reasonably determined by SirsiDynix to be SirsiDynix's responsibility, has used the SaaS Services in a manner that violates this Agreement.

SirsiDynix shall, within 30 days of its receipt of Customer's written notice, Customer's obligations under this section are contingent upon: (i) (i) correct such Error; (ii) provide Customer with a plan reasonably SirsiDynix providing Customer with prompt written notice of such claim; acceptable to Customer for correcting the Error; or (iii) if neither (i) nor (i) (ii) SirsiDynix providing reasonable cooperation to Customer, at can be accomplished with reasonable commercial efforts from SirsiDynix, Customer's expense, in the defense and settlement of such claim; and then SirsiDynix or Customer may terminate this Agreement, (iii) Customer having sole authority to defend or settle such claim.

Customer will be entitled to a pro-rata adjustment in the fees paid for the SaaS Services at SirsiDynix's discretion. In no event will the adjustment 6. LIMITATION OF LIABILITY. in SaaS Services fees exceed the amount of unused prepaid fees paid by CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR Customer to SirsiDynix. The preceding warranty cure shall constitute RESULTS OBTAINED FROM THE USE OF THE SAAS SERVICES SirsiDynix's entire liability and Customer's exclusive remedy for cure of AND FOR CONCLUSIONS DRAWN FROM SUCH USE. SIRSIDYNIX the warranty set forth herein. If Customer elects not to terminate the

SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR
SaaS Services, Customer waives all rights for the applicable warranty DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY cure set forth herein. INFORMATION PROVIDED TO SIRSIDYNIX BY CUSTOMER IN Customer's exclusive remedy, and SirsiDynix's entire liability, for a CONNECTION WITH THE SAAS SERVICES OR ANY ACTIONS breach of the services warranty shall be an equitable adjustment in the TAKEN BY SIRSIDYNIX AT CUSTOMER'S DIRECTION. SIRSIDYNIX

DAMAGES
SirsiDynix.
entire liability and Customer's exclusive remedy for cure of the warranty set forth herein.

SIRSIDYNIX-PAGE 2
CONFIDENTIAL. AND PROPRIETARY
M. Д2.

CUSTOMER INITIAL HERE
DATE NATALEO 12/4/08
C08-163
IN WITNESS WHEREOF, the Parties have caused this Schedule, which shall inure to the benefit of and be binding upon the successors of the respective Parties, to be signed and entered as of the Effective Date.

SIRSI CORPORATION dibja SiRSIDYNIX gO BEACH
By:
(Authorized Signature)
Printed Name: Gary Kautenstrauch Printed Name: Mike Gin CEO Title: mayor
Title:

Date: Noember 24,2008 Date: 12/2/08
ATTEST:

SAAS SCHEDULE SIGNATURE PAGE Clean Hayes

CITY CLERK
SIRSIDYNIX - PAGE 3

CONFIDENTIAL AND PROPRIETARY
C08-163
SCHEDULE 1

SIRSIDYNIX QUOTE
SCHEDULE 1

SIRSIDYNIX QUOTE
C08-163
Gary Voran, Senior Sales Consultant
SSirsiDynix 101 Washington Street SE - Huntsville, AL 35801 Phone: (256) 704-7000 - FAX (256) 704-7007
Date: 07-August-2008
Margaret Menninger
Redondo Beach Public Library
303 North Pacific Coast Highway
Redondo Beach, CA 90277-2840
USA
Account Number: D494
Statement of Work
Investment Proposal Dynix to Symphony SaaS
Unit of
Item Description Measure Unit Cost Extended Cost
Quantity
1 Unicorn SaaS LVL2 Annual Base Package Fee ea 23,250.00 23,250.00 Description: 25 User - SirsiDynix Saas (Software as a Service) is a fully hosted ILS system. The service provide a fully functional Unicorn server and Unicorn software implementation without the need for your site to purchase, install, administer, upgrade, and maintain a server environment.

Unicorn SaaS Additional User Seat ea 930.00 9,300.00
SmartPORT Concurrent User ea
Description: You may add one additional SmartPORT Z39.50 copy cataloging client user license for this price.

SmartPORT enables staff to locate a record in a Z39.50-compliant database and to import the record to your own database.
1 Unicorn SaaS SIP2 Interface per Sirsi-Certified Vendor ea 930.00 930.00 1 Unicorn SaaS Serials Control user, per seat ca 930.00 930.00 1 Unicorn SaaS Acquisitions user, per seat ea 1,395.00 1,395.00 1 Unicorn SaaS 9xx user, per seat ea 1,395.00 1,395.00
Unicorn SaaS EDI X-12 user, per seat ea 1,395.00 1,395.00 1 1 Horizon 7x to Symphony Sm Mgd Upgr Basic Data Mig/Proj Mgt ea 3,255.00 3,255.00 Description: The "Basic Data Migration Package" includes conversion of basic data types (bibliographic, item, authority, and circulation). Project management, remote Symphony software installation, data conversion, and data loading (once as a test and once as a final load) are included. Migration of Serials and/or Acquisitions data is not included.

Horizon ix in Symphony, Enhanced Data Migration ea 4,650.00 :4,650.00 Description: This is an add-on package to the Basic Data Migration which includes an Acquisitions and/or Serials Migration.

SureStart Taicphene Consulting for new customers ea 279.00 1,953.00 7 - C08-163
Description: SureStart Telephone Consulting for new customers is an additional layer of consulting support designed to smooth your transition to a production environment. SureStart is a continuing dialog with an experienced librarian who can help you take the things you learned in training and apply them to your specific processes. The goal of SureStart Services is to help you make the most of your data, your operations, your existing resources, and the help mechanisms already available through SirsiDynix. To that end, SureStart is a resource for your entire library, not just your system administrator.

SureStart begins no later than the week you go live, but we recommend that it begin one to two weeks before your Go Live date. We will work closely with you and your Project Manager to determine the optimal start date.

SureStart Telephone Consulting for new customers ea
Description: SureStart Telephone Consulting for new customers is an additional layer of consulting support lesigned to smooth your transition to a production environment. SureStart is a continuing dialog with ar experienced librarian who can help you take the things you learned in training and apply them to your specifi processes. The goal of SureStart Services is to help you make the most of your data, your operations, your existing resources, and the help mechanisms already available through SirsiDynix. To that end, SureStart is a resource for your entire library, not just your system administrator.

Typically SureStart consists of 10 consecutive weekly calls, followed by 9 consecutive monthly calls. SureStart will carry you through your first year with Unicorn. If you would like to extend the monthly consulting into additional years, you can purchase SureSailing services on a yearly basis. 1 Horizon 7x to Symphony Master Training Coupon, Sm Libs ea 3,255.00 3,255.00 Description: Courses Available: Three classes each on Cataloging and Circulation (Basic, Intermediate and Management of are included, as well as three classes on searching (including Searching Administration, staff searching and portal searching.) Sessions on Symphony security are included, as well. Additional courses are available for Acquisitions and Serials.
1 EPS LVL2 ea 6,975.00 6,975.00
Description: Enterprise Portal Solution (EPS) is a single interface to all relevant, high-quality information, resources, and services you offer, including books from your collection, databases, digital archive, RSS feeds. virtual reference, ILL - even powerful federated search capabilities - in contexts that make sense. Rooms is an innovative context management technology that forms the centerpiece of EPS, to build subject-based virtual "Rooms" of high-quality content from any source. EPS makes information discovery for users and Web management for library staff much easier and more efficient. EPS offers searching precision by providing for strategic contextual searches, not just federated searches. EPS/Rooms is delivered with the Reading Room and Audiences (Kids, Business, Adult Learners & ESL). 1 EPS/Rooms Builder, LVL 2 3,487.50 3,487.50
Description: Rooms Builder allows you to configure EPS/Rooms and add your own custom Rooms and Content Modules
1 First Year Software Maintenance ea 1,883.25 1,883.25
2 Training for EPS/Rooms Builder, Private, via WebEx ca 837.00 1,674.00 escription: This course is for customers who will use Rooms Builder minimally. It is an overview-level trainis r Rooms/SchoolRooms customers on the Rooms Builder. Topics include: 1). How to use the Rooms Build interface to create Rooms and content modules. 2). Question and Answer time for specific Rooms Builder questions and addressing specific scenarios. This course is offered Offsite using WebEx 1 EPS/Rooms Starter Pack ea
Description: Rooms Starter Pack includes deep, rich content based off of the top ten interest areas of the public - library user. These Rooms are-rich resources for those who browse and for information seekers alike. The 19

1. Careers & Employment

2. Parenting
Geneslogy
008-163

4. Entertainment

5. Reference

6. Personal Financial/Investing

7. Travel & Tourism

8. Home Improvement

9. Family Health & Fitness

10. Food & Drink
Bibliographic Control system with Z39.50 Version 3 Server ea 1 Description: Unicorn fully supports MARC21 forats for bibliographic and authority records, including ANSI/NISO Z39.2/ISO2709 standards for record structure, content designations defined by each MARC format, and content standards such as ISBD, AACR2, LSH, ANSI/NISO Z39.44. Unicorn supports the Z39.85 Dublin Core Metadata Element Set as a record catalog format. You may specify custom formats for the catalog. Unicorn's Z39.50 server allows queries from Z39.50 clients.
ea
Unicorn Basic Package
Description: The fully-integrated Unicorn ILS includes Bibliographic and Authority Control, Circulation, Backup Circulation, and Reports modules. The package also includes extensive electronic documentation, an Oracle embedded license, and a Z39.50 server.

Circulation Control ea
1 Description: Unicorn's three dimensional policy matrix allows you to define the precise terms under which items can be circulated to users from various locations. The library-defined Circulation Map is a matrix of policies that control the circulation, loan period, grace period, and billing structure of library materials based upon user profile, item type, and library location. Unicorn accommodates the production of overdue notices, billing notices, and request-available notices. You determine the text on all notices. ca
1 Backup Circulation Software
Description: If the server is unavailable, Backup Circulation Soffware enables your staff to continue circulation transactions, including checkin, checkout, renewing items, and registering users. A report updates circulation workstations with files of delinquent, blocked and barred patrons at your preferred frequency (e.g., daily, weekly).

This alerts staff to a user's status at time of checkout, supporting uninterrupted enforcement of library policies relative to user privileges. For delinquent users, staff can optionally override and proceed.

Complete Electronic System Documentation ea
Description: Unicorn electronic documentation provides detailed content-sensitive instructions on the use of any WorkFlows command. Help screens are delivered with fly-by, hypertext and balloon help features. A CONTENTS directory lists complete system documentation in addition to a topical INDEX and a FIND comprehensive word search. Online help files are active across all modules.

User Request & Information Module ea
Description: With the User Request & Information module, library users can create and view Unicorn requests through the OPAC, e.g., hold requests. Other examples include online Address Change forms, Research Assistance requests, Suggest for Purchase, and ILL forms.

Reporting Module and MARC Import/Export Utilities ea
1 Description: Unicorn comes with a comprehensive suite of over 500 customizable report templates, designed to provide management statistics, working lists, notices and database management tools across all system modules sports can be scheduleden. Report an lo be auntended dead from any Set timesalt with eins directe the users) who neer
resulting report output directed to a word processing or spreadsheet application on that user's desktop. Unicorn includes a Bibliographic Record Loader to transfer records you import from any MARC compliant source to your local catalog.
ea
Authority Control
scription: The Authority Control module links authority-controiled bibliographic headings with correspondi hority records through an ANSI-standard thesaurus. Unicorn supports multiple authority files such as LC Nam automatically 'deblinds' reterences
C08-163
5 SirsiDynix
Quote for Redondo Beach Public Library
For More Information..

Redondo Beach Public Library Dave Noll
Quote Date: September 19, 2008 (800) 288-8020
Quote: 8460 [email protected]
Quote Valid until: December 18, 2008
License Agreement Number:

Client Information
Contact Information Billing Information Shipping Information Contact Name: Margaret Menninger
Address: Address:
303 N. Pacific Coast Highway 303 N. Pacific Coast Highway 303 N. Pacific Coast Highway Redondo Beach, California 90277-2840 Redondo Beach, California 90277-2840 Redondo Beach, California United States
90277-2840 United States
United States
Email:
[email protected]
Phone: 310 318-0676 1-2576
Fax: 310 318-3809
Cost Summary
Component Cost
$5,000.00
Subscription $2,260.00
Services

Page 1 of 4 ends

Quote Num: 8460
C08-163
5 SirsiDynix
Quote for Redondo Beach Public Library
Detailed Cost Information
Investment Proposal: Additional Items
Number Of Annual Circulation: 700,000
Item Description Unit Cost Extended 2nd Year
Quantity
Cost Maintenance
Subscription
SirsiDynix Symphony SaaS Additional User Seat $1,000.00 $5,000.00 $5,300.00 5 $5,300.00
Subscription Subtotal: $5,000.00
Services
Training - SirsiDynix Symphony Acquisitions, Distance, $570.00 $570.00 1 Intermediate Acquisitions Training Package
Training - SirsiDynix Symphony Acquisitions, Distance $880.00 $880.00 1 Training - SirsiDynix Symphony Serials, Distance $510.00 $510.00 Project Management - SirsiDynix Project Management $300.00 $300.00 Fees
Services Subtotal: $2,260.00 $0.00
P Subtotal: $T,260.00
Grand Total: $7,260.00
Prices and products presented here are valid for 90 days from the date of this proposal. The information contained herein is proprietary and intended only for the individual named above. To place an order for the above products and/or services, please sign and FAX this document to:

North America: (256) 704-7067 Brossard office (Canada): (450) 445-1217 UK: 01494 777 555 Spain: 34915017675
France: ( 33) (0)1 39 53 30 82 Germany: 49 4102 209 349 Australia: 61 3 8851 3599 Taiwan: 886 2 2369 3510
Annual Maintenance pricing is provided for budgeting purposes only. <End-User Agreement Attached>

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Quote Num: 8460
C08-163
Maintenance Summary
Component Year 1 Year 2 Year 3 Year 4 Year 5
Software $0.00 $0.00 $0.00 $0.00 $0.00
Subscription $5,000.00 $5,300.00 $5,600.00 $5,950.00 $6,300.00 Services $0.00 $0.00 $0.00 $0.00 $0.00
Hardware $0.00 $0.00 $0.00 $0.00 $0.00
3rd Party $0.00 $0.00 $0.00 $0.00 $0.00
Integrated Product $0.00 $0.00 $0.00 $0.00 $0.00
Yearly Totals $5,000.00 $5,300.00 $5,600.00 $5,950.00 $6,300.00 Annual support and/or subscription fee estimates are for budgetary purposes only; your SirsiDynix billing coordinator will work with you annually to determine final support charges. SirsiDynix reserves the right to change support fees without

Page 3 of 4 ends

Quote Num: 8460
C08-163
ea
Bath Server Profile Compliance
Description: We comply with Bath Profile release 1.0 and most of release 2.0 Functional Area A. With respect to Functional Area B, we comply with Release 1.0. Functional Area B of Release 2.0 is under review by an ISO Committee. Unicorn complies with Z39.50 level three (client and server), provides broadcast searching as a standard, and complies with Bath Profile level one. Unicorn is standards based, so the system will be compatible with current and emerging standards-based products and services.

Horizon Telephone Messaging Upgrade v3.0 3-Analog Line Package 10,978.00 10,978.00 Horizon Telephone Messaging Upgrade v3.0 3-Analog Line System ea Enhanced SIP license for Telephone Messaging 3.0 ea
Intel Dialogic 4-Port Telecom Board for Telephone Messaging Telephone Messaging v3.0 Questionnaire/Install SW
Telephone Messaging v3.0 Per Port Charge for Upgrading Systems ea Telephone Messaging v3.0 Software for Upgrading Systems ea Telephone Messaging Setup Fee ea
10 Telephone Messaging 3.0 Maint, HW 3-Jines ea
Telephone Messaging 3.0 Maint, SW 3-lines ea
Horizon TeleMsg Workstation on Dell Precision 390 PC
Talkingtech Level 2 Annual SW Support for TeleMssg 3.0 ca Total: 76,705.75
Prices and products presented here are valid for 90 days from the date of this proposal. The information contained herein is proprietary and intended only for the individual named above. To place an order for the above products and/or services, please sign and return this document to: 256-704-7067.

Estimated 2nd year annual maintenance cost will be 2,025.00 The amount of your package discount is 4,947.25
Estimated 2nd year subscription cost will be 41,500.00
The order, purchase, and use of the products and/or services listed in this proposal are subject to the attached Terms and Conditions.

I accept this offer and would like to place my order for the products/services outlined in this proposal. ached P
12/2/08
Signed: Date:

Print: Mike Coin, Mayor
APPROVED AS TO FORM:

ASSISTAN
ATTEST:

Clean Mana

CITY CLERK
C08-163
SCHEDULE 2

AUTHORIZATION FOR RELEASE OF DATA INFORMATION
SCHEDULE 2

AUTHORIZATION FOR RELEASE OF DATA INFORMATION
C08-163
Other Terms
SirsiDynix may add and/or substitute equivalent products for any third party items in the event of product unavailability, software requirements and/or model number changes.

Hardware warranties shall be governed by the manufacturer's warranty. Such warranties begin on shipment of the third party products from the manufacturer, whether shipment is to SirsiDynix or to Customer. SirsiDynix makes no warranties of any kind with respect to the Hardware.

Fees and Payment Terms
Licensed Software license fees, payment terms
100% on delivery of client Licensed Software to Customer Hardware, Third Party Software fees, payment terms
100% on delivery to Customer
Subscriptions fees, payment terms
100% of first year's subscription(s) on delivery to Customer Support fees, payment terms
100% of first year's support at Go Live Date; subsequent years' support fees to be paid annually in advance Services
50% on completion of first data test load
50% following SirsiDynix pre-installation visit
Signatures
I hereby attest that I have the authority to sign on behalf of the entity for which this quote has been generated. I have reviewed this and hereby accept this quote and the terms contained herein.

Redondo Beach Public Library
ATTEST:
(Authorized Signature) Clean Hangero
rinted r CITY CLERK
nike Gin

APPROVED ASTO FORNI
Title:

Mayor
Date:
12/2/08
All orders, quotes, purchases and use of the products and/or services listed in this Statement of Work, proposal, quote and/or order are subject to the attached Terms and Conditions and supersede any printed Terms and Conditions printed on any Purchase Order, unless such terms are statutory. In the event this quote does not have the aforementioned Terms and Conditions attached, please contact your regional Sales Representative.

The above document is hereby fully incorporated within the current Agreement executed between SirsiDynix and Customer. If no agreement exists between the parties, the current terms and conditions of the SirsiDynix Master Software License and Services Agreement shall be deemed the current Agreement between the parties. Any and all printed terms and conditions on Customer's purchase order submitted to SirsiDynix are hereby rejected and shall be superseded by the current Agreement unless such additional terms are statutorily required of the Customer. Terms of this document shall take precedence over the current Agreement between the parties. In the event Customer desires or requires updated terms and conditions for the continuing business relationship with SirsiDynix, please contact your regional Sales Representative.

Quote Num: 8460 Page 4 of 4
C08-16:
§SirsiDynix
Authorization for Release of Data Information
and configuration information as required by SirsiDynix for the project. I authorize the transfer of this information to SirsiDvnix computers for the purposes of evaluation, conversion, and/or import nto the SirsiDynix product. I understand that all data information will only be revealed to agents. suppliers, and subcontractors of SirsiDynix. I understand that no data information will be published to other Customers of SirsiDynix or any unassociated resource without my consent.

While connected to your server, SirsiDynix staff will execute a suite of programs which reads your current databases and creates a text file on your server containing the data in a flat ASCIl format One file is created for each data type to be extracted and/or loaded into your new ILS system.

These programs are executed with the lowest possible priority in order avoid interruption with your daily activities. These executables can be run while your current ILS is in operation. Please add notes to the bottom of this form if there are disk drivers or file systems that SirsiDynix staff This authorization shall be in force for the duration of the project. I understand that I have the right to revoke this authorization, in writing, at any time by sending such written notification to my SirsiDynix Project Manager Representative. I understand that SirsiDynix's liability in any matter relating to this project will be limited to the payments made by my organization during the previous 12 months for the product or service which is the subject matter of the claim, and any such liability shall exclude any indirect, special, incidental, exemplary punitive, treble, or consequential damages. I understand that SirsiDynix warrants only that the service shall be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services, which does not mean that the service shall be error free. I understand that SirsiDynix is not responsible for any loss caused by: 1) modifications made to the System by anyone other than SirsiDynix, 2) the combination, operation or use of the System components with any items not supplied by SirsiDynix to Customer, 3) my organization's failure to use any new or corrected versions of the System components made available by SirsiDynix, 4) SirsiDynix's adherence to my organization's specifications or instructions, 5) any deviation by my organization from the SirsiDynix Software operating procedures. I understand that declining access to my current ILS system will cause information loss in the migration to the SirsiDynix ILS product. I understand that SirsiDynix cannot be held liable for the information loss.

Additional Comments Regarding Disk Drivers or File Systems:

APPROVED AS TOFORM:

M.2

BESIAN HICKTORNE
DATE INITALED 12/41/08
C08-163

Redondo Beach City CouncilJuly 12, 2022

Redondo Beach City Council
July 12, 2022