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Resolution - 2009-R0347 - Contract - Liblime - Koha Shared Integrated Library System WTLS - 08/27/2009
Resolution No. 2009-80347 August 27, 2009 Item No. 5.22 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 9134 for Koha Shared Integrated Library System WTLS, by and between the City of Lubbock and LibLime of Columbus, Ohio, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 27th ATTEST: P, -4 " -'- -'- � -�� �- - Reber a Garza, City Secretary APPROVED AS TO CONT �--�) Scott Snider, ,Assistant City Manager Community Services APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vwi ccdocs/RES.Contract-LibLime August 12, 2009 day of August , 2009. TO MARTIN, MAYOR Cott tract: 9134 Resolution No_ 2009—RO347 SOLUTION AND SERVICE AGREEMENT This Agreement is made and entered into this 2r may of Angus t , 2009, by and between UbLime, a division of Meta- vore, Inc., an Ohio corporation (hereinafter "LibLime" ) with principal place of business at 4016 Townsfair Way, Suite #220, Columbus OH 43219 and The City of Lubbock, Texas a home rule municipal corporation West Texas library System (hereinafter "COL" or "the City"), with principal place of business in Lubbock, Texas. UbLime provides commercial support for open -source software solutions to libraries, including migration assistance, staff training, hosting services, software development and software maintenance and support. LibLime has submitted a pro- posal to COL to provide UbLime's products and services to COL through a hosted installation, and COL accepts that proposal on the following terms and conditions. 1. System and 9Puices7 Pricing. UbLime agrees to provide COL with the products and services (hereinafter "Solution") at the prices specified in Addendum A. Service, maintenance and ongoing support for the Solution will be provided under the terms and conditions set forth in Addendum B. COL agrees to make payment to LibLime according to the payment schedule and rates set forth in Addendum A. Price increases in LibLime's list prices set forth in Addendum A may be made at any time after the Initial Term, but in- creases applied to renewal of existing services must be made in writing to COL and no later than 90 days prior to the end of the current contract period. With regard to such list price increases UbLime, commits to cap such increases at a rate not to exceed 5% per annum during the term of this Agreement. COL agrees that all setup and installation fees are non-refundable once COL satisfaction has been established with in- stallation of the Solution. 2. Open Source License. UbLime hereby grants to COL and COL accepts, subject to the terms and conditions of this Agreement, the GNU General Public License, Version 2, set forth in Addendum E to use the Koha ZOOM software pro- vided by Ubl-Jime under this Agreement. c •• •-• • •u1.. •� 3.1 Rest6ctons on Diqclosure. With the exception of this Agreement itself, all intellectual property and proprietary infor- mation, all documentation exchanged by the parties, and all other information or know-how that relates to that party's operations, future business plans, or other proprietary information shall be considered confidential information ("Confiden- tial Information") when so marked. Each party may use Confidential Information received from the other party hereunder only in connection with the business purposes for which such Confidential Information was or shall be provided. Each party agrees to use the same means it uses to protect its own Confidential Information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidential and proprietary nature of the other parry's Confidential Information. 3.2 Exceptions. Confidential Information shall not include anything which is: (i) already known by the recipient party with- out an obligation of confidentiality; (ii) publicly known or becomes publicly known through no unauthorized act of the re- cipient party; (iii) rightfully received from a third party under no obligation of confidentiality; (Iv) independently developed by the recipient party without use of the other party's Confidential Information; (v) disclosed without similar restrictions to a third party by the party owning the Confidential Information; (vi) approved by the other party for disclosure; or (vii) required to be disclosed pursuant to requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure. Notwithstanding anything to the contrary con- tained herein, each party may provide access to and the use of the Confidential Information to third parties providing services to such party who have a business need to access such Confidential Information in connection with a bona fide service being provided to such party so long as such party secures execution by such third parties of a confidentiality agreement containing restrictions on disclosure of such Confidential Information at least as restrictive as those provided for hereunder. Solution and Service Agreement 1 of 22 4.1 Iorm. This Agreement shall become effective on execution and shall remain in full force and effect for an initial term of three (3) years, unless sooner terminated as provided herein. This Agreement shall automatically renew for successive one (1) year terms, unless a written notice to terminate is provided to the other party ninety (90) days prior to the expira- tion of the term. 4.2 Termination for Breach. In the event that either parry materially breaches or repeatedly defaults in the performance of any of its duties or obligations hereunder, which breach or default shall not be substantially cured within thirty (30) days after such written notice is given specifying the breach or default, then the non -breaching party may, in addition to all other rights and remedies at law or in equity or otherwise, cancel this Agreement effective within five (5) business days of such notice without any charge, obligation, or liability whatsoever, except as to payment for services already received and accepted by COL. NEITHER COL NOR LIBLIME SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT. In the event of any dispute arising from this Agreement, or the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred including court costs, attor- neys' fees, and all other related expenses incurred in such litigation. 4.3 Effect Upon Termination. Upon the effective date of termination or expiration of this Agreement, each party shall, without request by the other party, immediately return all documents, materials, and property of the other party identified as Confidential Information herein. In addition, each party will assist the other in the orderly termination of this Agree- ment and in the transfer of all property, tangible and intangible, as may be necessary for the orderly, non -disrupted busi- ness continuation of each party. In the event LibLime elects to terminate this Agreement as a result of a breach or repeated default by COL, LibLime shall be entitled to recover immediately from COL all fees for setup, installation, configuration, integration and data migration accepted by COL prior to such termination, plus any amounts due and unpaid for service, maintenance and support prior to such termination. Upon termination of this Agreement as a result of a breach or repeated default by UbLime prior to acceptance of installa- tion, configuration, integration and data migration, LibUme agrees to pro -rate and refund a portion of the amount paid prior to termination by COL, utilizing a ratio of the number of months remaining in the annual period of this Agreement divided by twelve (12) months times the applicable annual fees paid. 4.4 St lryival of Terms upon Termination. The following provisions shall survive the termination of this Agreement for any reason; Sections 3 and 4 and Addendum F. 6XV90-JR1 5.1 Notice. Except as specifically provided in this Agreement, all notices, demands or other communications required or permitted hereunder shall be in writing and shall be given as follows: By personal delivery, overnight delivery service (no- tice deemed effective one business day after dispatch); by facsimile or electronic mail if a transmission confirmation is received by the sending party (notice deemed effective on date confirmation is received); or by certified mail, return re- ceipt requested, postage prepaid (notice deemed effective on fifth business day following placement in mail). Notice con- cerning this Agreement shall be sent, if to LibLime to: Joshua Ferraro CEO LibLime 4016 Townsfair Way Suite #220 Columbus OH 43219 Fax: (888) 564-2457 if to COL to: Nancy Hill Coordinator WfS 1309 9th Street Solution and Service Agreement 2 of 22 Lubbock, Texas 79401 Tele:806- 775-2854 Fax: 806-775-2856 Either party may change its address, email address or facsimile number for notice through thirty (30) days' prior written notice to the other party. 5.2 Non-Gol�_ i. COL shall not, during the term of this Agreement, and for one (1) year thereafter, directly or indirectly hire or attempt to hire any employee of UbLime without LibLime's prior written consent. 5.3 Independent Parties. The relationship between LibLime and COL established by this Agreement shall be that of inde- pendent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or to allow COL or LibLime to create or assume any obligation on behalf of the other party for any purpose whatsoever. 5.4 Wall No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agree- ment, shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. 5.5 Severability. In the event that any provision of this Agreement is found to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. 5.6 Assignment, This Agreement shall be binding on the parties hereto and their respective successors and assigns, but neither party may, or shall have the power to, assign this Agreement or any rights granted hereunder without the prior written consent of the other, which consent shall not be withheld unreasonably; provided, however, that this Agreement or the rights granted hereunder may be assigned by LibLime without the consent of COL either: (a) in connection with a merger or sale of all or substantially all of the assets of LibLime; or (b) to a direct or indirect parent, subsidiary or affiliate of LibLime. 5.7 Taxes. Any fees payable under this Agreement do not include any taxes and fees (including, but not limited to, any applicable withholding taxes and VAT or any other tax or fee) levied by any duly constituted taxing authority against the fees payable to UbUme hereunder. COL shall be solely responsible for the calculation of and payment of any such taxes to the relevant taxing authority, and shall not reduce the amount of the fees payable for such tax payment. Notwithstand- ing any statement contained herein to the contrary, COL is not liable for any tax that could be construed as part of UbLime's income taxes. 5.8 OovPrning Law. Jurisdiction. To the full extent permitted by law, this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, United States of America, excluding its conflict of law principles. THE EXCLUSIVE JURISDICTION FOR ANY ACTION RELATING TO THIS AGREEMENT (WHETHER FOR BREACH OF CON- TRACT, TORT OR OTHERWISE) SHALL BE A FEDERAL OR STATE COURT IN OHIO, AND THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND IRREVOCABLY WAIVE AND SHALL NOT ASSERT ANY DE- FENSES BASED ON LACK OF IN PERSONAM JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM. Not- withstanding the foregoing, if and to the extent subsequent separate or ancillary proceedings in another U.S. court are necessary in order to enforce a judgment of the court in Ohio, or otherwise as is necessary to provide complete relief and full resolution of all issues in dispute, the parties may institute such subsequent separate or ancillary proceedings in any such U.S. or foreign court, and the parties hereby consent to the non-exclusive jurisdiction of such court and hereby waive any defenses therein based on lack of in personam jurisdiction, improper venue or inconvenient forum. Notwith- standing anything herein to the contrary, the parties shall be entitled to interim relief or provisional remedies before any court having jurisdiction. The parties agree to the admissibility of computer records and electronic evidence in any dis- pute herein. 5.9 Force Majeure. Neither party hereto shall be Liable for the failure to perform any of its obligations under this Agree- ment if such failure is caused by any reason beyond its reasonable control including without limitation, any occurrence of any act of God, strike, industrial disturbance, or act of terrorism. 5.10 Remedies Nonexclusive. Any remedies provided herein are non-exclusive. Solution and Service Agreement 3 of 22 5.11 Compliance with Laws. Each party shall strictly comply with all applicable laws, rulings, and regulations and shall take no actions which would cause the other party to be in violation of any laws, rulings or regulations applicable to it. 5.12 Entire AgMemert. This Agreement, which includes the attached Addenda (collectively the "Agreement"), constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous representations, understandings and agreements related thereto. No change, amendment, waiver or discharge hereof shall be valid unless in writing and signed by an authorized representa- tive of the party against which such change, amendment, waiver or discharge is sought to be enforced. 111711F M1 SECTION A. Prior to the approval of this contract by the City, LibLime shall furnish a completed Insurance Cer- tificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY, INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed neces- sary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as LibLime. SECTION C. Subject to LibLime's right to maintain reasonable deductibles in such amounts as are approved by the City, LibLime shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Vendor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): TYPE AMOLINT_ Professional liability Insurance: $200,000 ADDITIONAL POLICY ENDORSEMENTS The City shall be entitled, upon request, and without expense, to receive copies of the policies and all endorse- ments thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, LibLime shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. REQUIRED PROVISIONS LibLime agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as primary addi- tionai insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for 30 days notice to the City for cancellation, non -renewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. LibLime agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; Solution and Service Agreement 4 of 22 e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. f. All copies of the Certificates of Insurance shall reference the project name or bid number for which the insurance is being supplied. NOTICES LibLime shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Mart Alvarez- Interim Purchasing Manager City of Lubbock 1625 13th Street, Room 204 Lubbock, Texas 79401 SECTION D. Approval, disapproval, or failure to act by the City regarding any insurance supplied by LibLime shall not relieve LibLime of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate LibLime from liability. IN WITNESS WHEREOF, COL and LibLime have executed this Agreement on the date first above written. Accepted for: CITY OF LUBBOCK TOMMARTIN, MAYOR ATTEST: Rebe Garza City Secretary Accepted for: LIBLIME JOSHUA FER PRESIDENT AND CEO APPROVED AS TO CO TENT: Scott Snider, Assistance City Manager Community Services Solution and Service Agreement 5 of 22 APPROVED A,970 FORM: Chad Weaver, Assistant City Attorney Solution and Service Agreement 6 of 22 Resolution No. 2009-RO347 ADDENDUM A PRODUCTS, SERVICES PRICING AND TERMS Solution Koha ZOOM Hosted , an enterprise -class Integrated Library System solution, delivered as a hosted service installed and maintained by LibLime. The following price schedule applies during the term of this Agreement: System Component Capital Cost Operating Cost Notes: Koha ZOOM, Setup, Installation, Configuration(1) $18,000 Year Three Hosting and Support Fee $10,125.00 Data Migration(2) $22,500 102,543 titles Training(3) $5,000 2 days on-site LibLime Hosting, Maintenance and Support(4) $10,125 Total Cost Year One $45,500 $10,125 $55,625 Total 3 -year Cost* $75,875 Support/Hosting Fee Payments Payment Amount* Payment Due Date(s) Year Two Hosting and Support Fee $10,125.00 On Anniversary Year Three Hosting and Support Fee $10,125.00 On Anniversary *Annual amount may be more depending on the number of libraries added and total bib count on anniversary date. Adding additional libraries: COL agrees to make payment to LibLime for additional libraries according to the following table when adding additional libraries: Description of Service Cost dotes Setup additional library $500 Per Library Data Migration Costs $0.15 Per Bibliographic Record The bib count on the anniversary date of each year will determine the maintenance fee for the following year. Solution and Service Agreement 7 of 22 Services included in the Koha ZOOM Hosted package The Koha ZOOM pricing above includes! *Data migration services as detailed in Koha ZOOM Data Migration Package Specifics below. o7wo days of on-site staff training at each member library. Cost to be $2500/day plus expenses. •One-on-one profiling help and walkthrough of system preferences and administrative areas •Creation of a custom stylesheet to co -brand the OPAC with each member library's website. Koha ZOOM Data Migration Package Specifics LibLime data migration is a three phase process: extraction, insertion and integrity testing. Libt-ime will assist you in negotiating extraction of your data from your current system. These data items are migrated in the quantity(ies) and format(s) set forth In a table such as the one below. LibLime inserts extracted data into the newly configured system, and performs a rigorous verification process to ensure the integrity of all bibliographic, patron and circulation transaction data. LibLime's data migration package services include: . Mapping of fields in your records to fields in Koha . Migration of bibliographic, authority, patron and transaction data from your legacy ILS systems . Bibliographic record normalization (up to three fields/subfields to normalize) • Authority control record import (up to three authority schemes) • Data integrity testing . Configuring Koha to work with the patron categories and iterntypes defined in your data . Working with you to identify itemtypes,collection codes or shelving locations desired for advanced searching op- tions and implementing those preferences Data migration table: Record Type Format (MARC) Record Count Bibliographic (Unique title re- cords) MARC21 200,000 Items CSV 340.000 Patrons CSV 110,000 YES NO Authorities X Circulation Transactions: Checkouts: Current x Checkouts: History X Holds: Current X Holds: History X Solution and Service Agreement 8 of 22 Fines: Current X Fines: History X Additional Services COL may opt -in to additional packages, development or customization services at the rates specified in Addendum A (below) during the term of this Agreement. Additional Services Cost Notes: ©n -site Training $2,500 per day Travel expenses not in- cluded Web -based Training $150 per hour Minimum of 4 hours Software Development $150 per hour Minimum of 4 hours Third -party integration services $150 per hour e.g., SIP2 integration, telecirc, etc. Solution and Service Agreement 9 of 22 Resolution No_ 2009-RO347 ADDENDUM B KOHA ZOOM HOSTED SERVICE TERMS AND CONDITIONS STANDARD SUPPORT LEVEL 1. S€arvi .es Provided. LibLime agrees to provide hosting, administration and maintenance services for the Koha ZOOM Open -Source Integrated Library System software (hereinafter "System") to COL, according to the conditions and price agreed upon in Addendum A to the Solution and Service Agreement. LibLime will administer and service said System in accordance with the terms and conditions contained herein. LibLime agrees to provide COL with access to a customer support center for use in communicating the System status, questions about System usage and bug reporting. Usage of said customer support center is governed by these Terms and Conditions and any online published Terms of Use. LibLime agrees to provide COL with updates to system software as released by the Koha project. LibLime agrees to provide customized interface design for System including color scheme changes and style changes based on specifications of COL. Said interface design will be based on existing LibLime templates and will not include major structural modification of said templates. LibLime agrees to maintain said templates as Koha project updates are released for the term agreed upon herein. Problems of any kind can be reported through Liblime's online customer support center, on Liblime forums or by placing a telephone call to Liblime's support center. Liblime's toll-free customer support center is open Monday through Friday from 9:00am to 9:00pm EST, In the case of an emergency, leave a message on our automated voicemail system or through the online support center and we will contact you according to the targeted response times listed below. Upon receipt of a support need report, Liblime will respond and provide a fix or workaround as follows: Priority 1- Critical Priority Issues - A critical priority issue renders the software/hardware inoperable or causes the software/hardware to substantially fail. Examples of critical priority issues may include but are not limited to: hardware failure, data corruption or software misconfigu ration resulting in system failure or damage. 30 minute response time. Priority 2- High Priority Issues- A high priority issue degrades the performance and/or causes serious limitations to the use of the software/hardware. Examples of high priority issues may include: lack of functionality as de- signed, or workarounds) provided that are difficult to implement. 4 hour response time Priority 3- Medium Priority Issues- A medium priority issue has minor impact on overall system use. Examples of medium priority issues may include: data content formatting or representation inconsistencies, issues that are cosmetic in nature or enhancement requests. 48 hour response time 2. lam. The yearly maintenance and support term shall begin upon delivery of System (go live) and continue for a term of three (3) years. 3. Administrative Access. Administrative access to the System is required for the LibLime and its authorized agents. LibLime reserves the right to require and perform, at its discretion, software and/or hardware upgrades for the purposes of maintaining security and stability of the services provided. COL agrees that LibLime has the right to monitor the serv- ers electronically and to disclose any information as necessary under the law, or to protect itself from claims by a third party or parties. 4. . LibLime reserves the right to terminate or deny COL access to the System without prior notice if COL or any of its member libraries engages in any conduct or activities that LibLime in its sole discretion believes to be in violation of any of these terms and conditions. LibLime shall have no responsibility to notify any third -party providers of Solution and Service Agreement 10 of 22 services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. 5. Indemnification. The parties agrees to indemnify, defend, and hold each other harmless from any and all liability, penal- ties, losses, damages, costs, expenses, attorneys" fees, causes of action or claims caused by or resulting directly or indi- rectly from their material breach of any of the terms of the Agreement. 0. GOL Responsibilities. COL agrees not to maliciously or intentionally interfere with the proper operation of the System or LibLime's server and network, including but not limited to defeating identification procedures, and impairing the avail- ability, reliability, or quality of service. COL agrees to adhere to any policies as published online by LibLime, including re- strictions on services available, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of service by LibLime, COL agrees to abide by any and all future policy decisions by LibLime. COL is responsible for setting up DNS entries to point URLs to the System upon project completion. COL is responsible for maintaining COL and member library local area network and Internet gateways for access to System as well as com- puters with network interface cards configured for Internet access and browsers for accessing the System. COL is re- sponsible for alerting LibLime when System does not behave as expected or when System is not available due to Sys- tem downtime or network outage. COL is responsible for cataloging of new item records and for inserting said records into System. COL is responsible for generation of needed reports via System reporting module. 7. System Security aild Qata Integrity. LibLime takes reasonable measures to maintain the privacy and integrity of the data and files stored at System. However, COL acknowledges that 100% security cannot be guaranteed in Internet sys- tems. LibLime is not responsible for breaches in the system security, in any form. LibLime will provide off-site nightly backups of system software and data to ensure that COL data and system setup will not be lost in the event of loss of System. LibLime will provide COL nightly access to incremental backups via secure FTP upon request. LibLime acknowl- edges that all data in System belongs to COL and LibLime agrees to provide COL with all ILS data from System in stan- dard formats at no cost to COL upon request, provided that COL's account is in good standing. LibLime agrees to pro- vide COL with all software source code and configuration data upon request, provided that COL's account is in good standing. 8, 113ystem Availability. LibLime attempts to provide hosting service 24 hours a day, 7 days per week, excepting scheduled maintenance on System. However, LibLime cannot provide 100% availability since such availability cannot be guaranteed in the Internet. LibLime is not responsible for system unavailability due to COL network instability. 9. Modification. LibLime reserves the right, in its sole discretion, to change the terms and conditions associated with its support center at any time by posting the changes on the associated website; Any changes are effective immediately upon posting to the website. 10. Severability. If any provision of these terms and conditions is determined to be invalid or unenforceable, all other pro- visions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable. 11. Acknnwledooment. By continuing to maintain any hosting services with LibLime, COL is stating and acknowledging that COL has read the aforementioned terms and conditions and that COL understands such terms and conditions and agrees to be bound by them. Solution and Service Agreement 11 of 22 Resolution No. 2009-80347 ADDENDUM C DATA MIGRATION 1. Servires Provided. This Addendum C applies to any data migration services provided by LibLime to COL. Such data migration services will be carded out according to these terms and conditions. 2. Q01_ Responsibilities. COL is responsible for extraction of data for use by LibLime in the data import process. g. I ibLme Responsibilities. LibLime is responsible for performing MARC bibliographic record normalization, MARC bib- liographic record import, MARC authorities import (multiple authority schemas), transaction records import, and data integrity testing. 4. Data Ownership. LibLime acknowledges that all data in the Library -level product belongs to COL. LibLime agrees to provide COL with its ILS data from UbLime's system in standard formats at no cost to COL upon request, provided that COL's account is in good standing. LibLime agrees that it will not use any data in LibLime's system belonging to COL for any purpose other than the delivery of services under this Agreement. LibLime agrees that it will not resell any data be- longing to COL for any commercial purpose benefiting LibLime without the prior written approval of COL. 5. Data Extraction. LibLime will offer guidance to COLon data extraction, but LibLime specifically disclaims responsibility for damaged or destroyed data as a result of such extraction. COL is responsible for maintaining adequate back-up cop- ies of data furnished to LibLime to enable LibLime to regenerate such data which, for any reason, is lost, damaged or destroyed. If COL does not maintain adequate back-up data, LibLime's liability for lost, damaged or destroyed data shall be limited solely to media costs not to exceed the liquidated damages sum of $500.00. 6. Termination. At termination of this Agreement, all data belonging to COL will be removed from, and will no longer be maintained or accessible on. LibUme's system. Solution and Service Agreement 12 of 22 Resolution No_ 2009—R0347 ADDENDUM D SOFTWARE DEVELOPMENT TERMS AND CONDITIONS 1. Development Serviras Definitions. This Addendum D applies to any software deve€opment services to be developed by LibLime to meet COL's requirements. Upon COL's request, and based on COUs requirements, LibLime will write a requirements analysis report, design system proposal, write program code, test software and provide related technical support, and it will provide COL with the related services that are agreed upon in this Agreement at the prices specified in Addendum A. The Software development terms and conditions are specified below: THE TERMS LISTED BELOW SHOULD HAVE THE FOLLOWING MEANINGS IN THIS ADDENDUM: a) "Software" refers to application programs that are to be developed by LibLime to meet COL requirements and that will ultimately be handed over to COL. b) "Technical services" refers to services that are provided in accordance with the provisions of the Agreement, such as Software design, installation supervision, installation, testing, debugging, inspection, Software operation, maintenance, support, and others. C) "The final test" refers to the last test before the Software goes into regular operation. The test contents include the operating stability of all of the Software's hardware and third party software and the stability of the Software and specially developed Software. The test also include the completeness of files and the suitability of training progress. After the Software passes the final test, it goes into regular operation. 2. System Dps'Q[ Proposal. 2.1 For each development request, LibLime shall draw up a design proposal that meets the project development requirements based on COUs needs. After obtaining COL's consent, this design proposal will be regarded as the basis for the development of said project. 2.2 After the project design proposal is approved by COL, LibLime is not entitled to unilaterally revise this proposal. If this proposal needs to be revised upon LibLime's initiative, the new design proposal must be presented to COL, and only upon obtaining COUs written consent, should such revised design proposal become effective. 2.3 If this proposal needs to be revised upon COUs initiative, COL should notify LibLime in writing, and LibLime should draw up a new design proposal as soon as possible based on COL's needs and submit it for COL's consent. If LibLime devotes more than eight hours of staff work because the revision scope is too large, both parties should determine through consultation the additional costs that COL is required to pay. 3.1 For each development request, LibLime shall draw up a training program based on the project requirements. After obtaining COL's written consent, such training program will be regarded as the basis for the training. 3.2 LibLime shall provide technical training to COLS technicians, and the time schedule for training will be jointly agreed upon by both parties. Solution and Service Agreement 13 of 22 M FrB r �'- 4.1.1 LibLirne shall be responsible for drawing up the technical specifications, criteria, and progress plans for the final test of the Software, and for writing an "Acceptance Checklist." After the said proposal is approved and signed by COL, it will be regarded as the basis for the final test and for the phased acceptance inspections of the Software. In order to ensure that the said project is completed in accordance with the predetermined schedule and quality, COL is entitled to conduct regular inspections and acceptance inspections of the project. For the criteria for the acceptance inspections, see the "Acceptance Terms and Conditions" that is jointly signed by both parties. In the inspection process, if COL discovers inappropriate issues in the original requirements, after obtaining the consent of UbUme, it may suitably revise the requirements; if the scope of the revision of the requirements is too large and materially increases LibUrne's development difficulties, LibLime is entitled to claim for increased expenses. 4.1.2 LibLime consents to the organization by COL of the relevant team of experts to conduct the final test of the Software, and shall send a representative to cooperate with COL in the completion of the project acceptance inspection work. 4.1.3 COL agrees to sign the initial test and final test reports with LibLime after the work is completed and the Software has passed the final test. 4.2 The Final Test of the Software 4.2.1 After the installation and debugging of the Software is completed and the Software enters the test operation stage, if the Software operates smoothly for 15 consecutive days; the Software programs are stable; there is a complete set of files, and appropriate progress has been made in training, the Software is ready for the final test. After the end of its test operation stage, the Software can undergo its final test, and LibLime will present a written final test request. 4.2.2 COL must organize the final test of the Software within one week after receipt of Libl-ime's final test request. 4.2.3 Before the final test, LibLime should provide all of the construction project files and the installation test report, and it should provide the final test files. The final test may proceed after COI -2s written consent is obtained. 4.2.4 The final test of the Software should be carried out with the participation of CO Us technicians and in accordance with the provisions of the "Acceptance Terms and Conditions," and COL's technicians will conduct the specific test work. The test results should be recorded in detail, and the participating staff of both parties should sign and certify each item. The entire test results must be signed by the representatives of both parties. 4.2.5 After the Software passes the final test, the "System Final Test Report" should be signed by the representatives of both parties within two days after the successful completion of the test. 5. Qualb Assurance. LibUrne is responsible for providing COL with technical training and technical advisory services in order to ensure that the Software can operate in accordance with the stipulated criteria under the conditions of correct configuration, a good environment, and proper maintenance. 6. Service and Maintenance. 6.1 LibLime shall draw up a service and maintenance program as part of a project proposal. After it is approved by COL, it will be regarded as the basis for the services and maintenance work. Solution and Service Agreement 14 of 22 6.2 During the project implementation process and after the Software goes into operation, LibLime shall provide COL with the relevant services and maintenance in accordance with the service and maintenance program. 7. Patents and Intellectual Property Rights ("[PR"), 7.1 LibLime guarantees that neither the Software source code nor any part of the software libraries that it provides to COL for use in any development project is subject to claims or legal proceedings filed by a third party concerning infringements of its patents trademarks, industrial designs, or other protected rights. All disputes that consequently arise will be handled by LibLime, and COL assumes no legal liability. 7.2 LibLime holds the entire IPRs to any and all Software developed. 8. Software Copyrights and U$e P .r� missinn. 8.1 Copyrights. All Software that is developed by LibLime in a given project is developed with the authorization of COL, and its Software copyrights belong to LibLime. 8.2 Ownership and NRminQ Rights, The ownership or naming rights to the Software are not transferred to COL. 8.3 License, LibLime guarantees that the Software will be made available under the terms of the GNU General Public License attached as Addendum E. Solution and Service Agreement 15 of 22 Resolution No. 2009—RO347 ADDENDUM E GNU GENERAL PUBLIC LICENSE Version 2, June 1991 Copyright 0 1989, 1991 Free Software Foundation, Inc. 59 Temple Place, Suite 330, Boston, MA 02111-1307 USA Everyone is permitted to copy and distribute verbatim cop- ies of this license document, but changing it is not allowed. Preamble The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change free software—to make sure the software is free for all its users. This General Public License applies to most of the Free Software Foundation's software and to any other program whose authors commit to using it. (Some other Free Software Foundation software is covered by the GNU Library General Public License instead.) You can apply it to your programs, too. When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free pro- grams; and that you know you can do these things. To protect your rights, we need to make restrictions that forbid anyone to deny you these rights or to ask you to surren- der the rights. These restrictions translate to certain responsibilities for you if you distribute copies of the software, or if you modify it. For example, if you distribute copies of such a program, whether gratis or for a fee, you must give the recipients all the rights that you have. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights. We protect your rights with two steps: (1) copyright the software, and (2) offer you this license which gives you legal per- mission to copy, distribute and/or modify the software. Also, for each author's protection and ours, we want to make certain that everyone understands that there is no warranty for this free software. If the software is modified by someone else and passed on, we want its recipients to know that what they have is not the original, so that any problems introduced by others will not reflect on the original authors' repu- tations. Finally, any free program is threatened constantly by software patents. We wish to avoid the danger that re -distributors of a free program will individually obtain patent licenses, in effect making the program proprietary. To prevent this, we have made it clear that any patent must be licensed for everyone's free use or not licensed at all. The precise terms and conditions for copying, distribution and modification follow. Solution and Seance Agreement 16 of 22 GNU GENERAL PUBLIC LICENSE TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION 0. This License applies to any program or other work which contains a notice placed by the copyright holder saying it may be distributed under the terms of this General Public License. The "Program", below, refers to any such program or work, and a "work based on the Program" means either the Program or any derivative work under copyright law: that is to say, a work containing the Program or a portion of it, either verbatim or with modifications and/or translated into an- other language. (Hereinafter, translation is included without limitation in the term "modification".) Each licensee is ad- dressed as "you". Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running the Program is not restricted, and the output from the Program is covered only if its contents consti- tute a work based on the Program (independent of having been made by running the Program). Whether that is true depends on what the Program does. 1. You may copy and distribute verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of war- ranty; keep intact all the notices that refer to this License and to the absence of any warranty; and give any other recipi- ents of the Program a copy of this License along with the Program. You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee. 2. You may modify your copy or copies of the Program or any portion of it, thus forming a work based on the Program, and copy and distribute such modifications or work under the terms of Section 1 above, provided that you also meet all of these conditions: a) You must cause the modified files to carry prominent notices stating that you changed the files and the date of any change. b) You must cause any work that you distribute or publish, that in whole or in part contains or is derived from the Pro- gram or any part thereof, to be licensed as a whole at no charge to all third parties under the terms of this License. c) If the modified program normally reads commands interactively when run, you must cause it, when started running for such interactive use in the most ordinary way, to print or display an announcement including an appropriate copyright notice and a notice that there is no warranty (or else, saying that you provide a warranty) and that users may redistribute the program under these conditions, and telling the user how to view a copy of this License. (Exception: if the Program itself is interactive but does not normally print such an announcement, your work based on the Program is not required to print an announcement.) These requirements apply to the modified work as a whole. If identifiable sections of that work are not derived from the Program, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. But when you distribute the same sections as part of a whole which is a work based on the Program, the distribution of the whole must be on the terms of this License, whose permissions for other licensees extend to the entire whole, and thus to each and every part regard- less of who wrote it. Thus, it is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Program. In addition, mere aggregation of another work not based on the Program with the Program (or with a work based on the Program) on a volume of a storage or distribution medium does not bring the other work under the scope of this License. 3. You may copy and distribute the Program (or a work based on it, under Section 2) in object code or executable form under the terms of Sections 1 and 2 above provided that you also do one of the following: Solution and Service Agreement 17 of 22 a) Accompany it with the complete corresponding machine-readable source code, which must be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or, b) Accompany it with a written offer, valid for at least three years, to give any third party, for a charge no more than your cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, to be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or, c) Accompany it with the information you received as to the offer to distribute corresponding source code. (This alterna- tive is allowed only for noncommercial distribution and only if you received the program in object code or executable form with such an offer, in accord with Subsection b above.) The source code for a work means the preferred form of the work for making modifications to it. For an executable work, complete source code means all the source code for all modules it contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the executable. However, as a special exception, the source code distributed need not include anything that is normally distributed (in either source or binary form) with the major components (compiler, kernel, and so on) of the operating system on which the executable runs, unless that com- ponent itself accompanies the executable. If distribution of executable or object code is made by offering access to copy from a designated place, then offering equivalent access to copy the source code from the same place counts as distribution of the source code, even though third parties are not compelled to copy the source along with the object code. 4. You may not copy, modify, sublicense, or distribute the Program except as expressly provided under this License. Any attempt otherwise to copy, modify, sublicense or distribute the Program is void, and will automatically terminate your rights under this License. However, parties who have received copies, or rights, from you under this License will not have their licenses terminated so long as such parties remain in full compliance. 5. You are not required to accept this license, since you have not signed it. However, nothing else grants you permis- sion to modify or distribute the Program or its derivative works. These actions are prohibited by law if you do not accept this License. Therefore, by modifying or distributing the Program (or any work based on the Program), you indicate your acceptance of this License to do so, and all its terms and conditions for copying, distributing or modifying the Program or works based on it. 6. Each time you redistribute the Program (or any work based on the Program), the recipient automatically receives a license from the original licensor to copy, distribute or modify the Program subject to these terms and conditions. You may not impose any further restrictions on the recipients' exercise of the rights granted herein. You are not responsible for enforcing compliance by third parties to this. License. 7. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the con- ditions of this License, they do not excuse you from the conditions of this License. If you cannot distribute so as to sat- isfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not distribute the Program at all. For example, if a patent license would not permit royalty -free redistribution of the Program by all those who receive copies directly or indirectly through you, then the only way you could satisfy both it and this License would be to refrain entirely from distribution of the Program. If any portion of this section is held invalid or unenforceable under any particular circumstance, the balance of the section is intended to apply and the section as a whole is intended to apply in other circumstances. It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest valid- ity of any such claims; this section has the sole purpose of protecting the integrity of the free software distribution sys- tem, which is implemented by public license practices. Many people have made generous contributions to the wide range of software distributed through that system in reliance on consistent application of that system; it is up to the author/donor to decide if he or she is willing to distribute software through any other system and a licensee cannot im- pose that choice. This section is intended to make thoroughly clear what is believed to be a consequence of the rest of this License. Solution and Service Agreement 18 of 22 8. If the distribution and/or use of the Program is restricted in certain countries either by patents or by copyrighted inter- faces, the original copyright holder who places the Program under this License may add an explicit geographical distribu- tion limitation excluding those countries, so that distribution is permitted only in or among countries not thus excluded. In such case, this License incorporates the limitation as if written in the body of this License. 9. The Free Software Foundation may publish revised and/or new versions of the General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns. Each version is given a distinguishing version number. If the Program specifies a version number of this License which applies to it and "any later version", you have the option of following the terms and conditions either of that version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of this License, you may choose any version ever published by the Free Software Foundation. 10. If you wish to incorporate parts of the Program into other free programs whose distribution conditions are different, write to the author to ask for permission. For software which is copyrighted by the Free Software Foundation, write to the Free Software Foundation; we sometimes make exceptions for this. Our decision will be guided by the two goals of preserving the free status of all derivatives of our free software and of promoting the sharing and reuse of software gen- erally. NO WARRANTY 11. BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPY- RIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANT- ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THE ENTIRE RISK AS TO THE QUAUTY AND PERFORM- ANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 12, IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY AND/OR REDISTRIBUTE THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUEN- TIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. END OF TERMS AND CONDITIONS Solution and Service Agreement 19 of 22 Resolution No. 2004-RO347 ADDENDUM F WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY WARRANTIES AND DISCLAIMERS. LIBLIME REPRESENTS AND WARRANTS TO COL THAT LIBLIME HAS THE SKILLS, RESOURCES AND EXPERTISE TO PROVIDE AND SHALL PROVIDE ALL SERVICES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IN A TIMELY, PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH THE HIGHEST INDUSTRY STANDARDS OF QUALITY AND INTEGRITY. LIBLIME REP- RESENTS TO COL THAT TO THE BEST OF ITS KNOWLEDGE LIBLIME'S PRODUCTS DO NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, AND THERE IS CURRENTLY NO ACTUAL OR THREAT- ENED SUIT AGAINST LIBLIME BASED ON ALLEGED VIOLATION OF SUCH INTELLECTUAL PROPERTY RIGHTS. LIBLIME REPRESENTS AND WARRANTS TO COL THAT THE PRODUCTS PROVIDED UNDER THIS AGREEMENT SHALL: (A) CONTAIN THE FUNCTIONALITY SPECIFIED IN THE APPLICABLE DOCUMENTATION, SPECIFICATIONS, AND SERVICE LEVELS; AND (B) FOR THE PERIOD SPECIFIED OR, IF NO TIME FRAME FOR A WARRANTY IS SPECI- FIED THEREIN, ONE (1) YEAR FROM THE DATE OF ACCEPTANCE (THE "WARRANTY PERIOD"), OPERATE WITHOUT DEFECT IN ACCORDANCE WITH THE APPLICABLE DOCUMENTATION, SPECIFICATIONS, AND SERVICE LEVELS. LIBLIME SHALL CORRECT, AT NO ADDITIONAL COST OR EXPENSE TO COL, ANY FAILURE OF THE PRODUCT TO OPERATE IN ACCORDANCE WITH THE WARRANTIES SET FORTH ABOVE. THIS WARRANTY SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR THE APPLICABLE WARRANTY PERIOD. EXCEPT AS OTHERWISE PROVIDED ABOVE, LIBLIME MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FIT- NESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE PRODUCTS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO COL. THIS AGREEMENT GIVES COL SPECIFIC LEGAL RIGHTS. COL MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, LIBLIME SHALL NOT BE LIABLE TO COL OR ANY THIRD PARTY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF LIBLIME HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LIBLIME OR IN THE EVENT OF PER- SONAL INJURY OR DEATH. IN NO EVENT SHALL THE LIABILITY OF LIBLIME FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CON- TRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE OF ANY TYPE EXCEED IN THE AGGREGATE THE AMOUNT PAYABLE TO LIBLIME UNDER THIS AGREEMENT FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE DAMAGES, ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED. CLAIMS NOT MADE WITHIN ONE (1) YEAR AFTER THE FIRST EVENT GIVING RISE TO A CLAIM SHALL BE DEEMED WAIVED. COL AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS Addendum F ARE FAIR AND REASONABLE. Solution and Service Agreement 20 of 22 Resolution No. 2009-80347 ADDENDUM G ACCEPTANCE TERMS AND CONDITIONS 1. Acceptance Process. Following installation of the Solution, UbLime will begin data import and data testing. This con- stitutes the beginning of the Acceptance Period. During the Acceptance Period, LibUme and COL will perform applica- tion tests at designated locations to clarify open questions about the product requirements, to give COL feedback on the deployment process, and to improve common understanding of any problems to be solved. Upon completion of all work, COL will perform acceptance tests as directed by LibLime to confirm that the Solution meets expectation. When accep- tance tests have been successfully completed, COL will complete an Acceptance Sign -Off confirming acceptance of the Solution, and the Acceptance Period is concluded. 2. QQL Responsibilities If during the Acceptance Period, COL determines that the Solution does not: (a) function sub- stantially in accordance with LibLime's specifications; (b) demonstrate compatibility and conformity to user documenta- tion and operating manuals furnished by UbLime; and/or (c) successfully perform the designated acceptance tests, COL shall promptly notify UbLime in writing, specifying the area of noncompliance. 3, 1 'hl irne e-pnnsibilities. LibUme will work with COL to resolve any area of noncompliance during the Acceptance Period. LibLime will prepare and review an Acceptance Checklist with COL prior to Acceptance Sign -Off, and will also review test results with COL prior to Acceptance Sign -Off. 4, PayMnnt Nnn-Refundable. All setup, installation, configuration, integration and data migration fees due under this Agreement are non-refundable once COL has executed the Acceptance Sign -Off for the Service. Solution and Service Agreement 21 of 22 SAMPLE ACCEPTANCE SIGN -OFF Proof of Compliance: El Acceptance Checklist completed and attached ❑ Test Results attached ❑ Outstanding Issues with Resolution Plans attached The Service conforms to agreed specifications. Signature of COL Representative Name/Position Signature of LibLime Representative Date Name/Position Date Resolution No. 2009-R0347 Solution and Service Agreement 22 of 22