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HomeMy WebLinkAbout1987-05-26; City Council; Resolution 9089. c' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 RESOLUTION NO. 9089 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE PURCHASE OF A LIBRARY COMPUTER SYSTEM FOR CIRCULATION AND ONLINE CATALOG WHEREAS, the City Council has determined that the Carlsbad City Library will withdraw from the Joint Oceanside/Carlsbad Library Computer System and, WHEREAS, the Carlsbad Library needs to install its own computer system to support an online catalog, circulation and other functions and, WHEREAS, staff has determined that INLEX/Hewlett-Packard is the best and most appropriate system and, WHEREAS, funds in the amount of $150,254 are library budget to purchase the necessary hardware the computer system plan and, WHEREAS, staff will return to the City Counc Phase I1 of the computer system plan; available in the 1986-87 and software for Phase I of 1 in FY 1987-88 to implement NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carl sbad as follows: 1. That the above recitations are true and correct. 2. That staff is authorized to purchase Phase I of the INLEX/Hewlett- Packard System. 3. That the Software Products Purchase Agreement and the Customer Support Services Agreement,attached hereto as Exhibits A and B respectively, with INLEX Incorporated are approved. // // // // // : c 4 r 8 t r I t s IC 13 12 12 14 15 1E 17 18 19 20 21 22 23 24 25 26 27 28 e 0 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad held the 26th day of May , 1987, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson NOES: None ABSENT: None ATTEST: (SEAL - 2- SOFTWARE PRODUCTS PURCHASE AGREEMENT INLEX, INC. CUSTOMER City of Carlsbad AGREEMENT NO. 1. GENERAL INTENT. INLEX, Inc. (hereinafter referred to as ItINLEX1l) shall provide computer object code software product/s under use license to Customer as described by attachment to this Agreement (See Exhibit A), plus documentation, installation and training of Customer personnel. products on a Hewlett-Packard computer to be acquired by Customer separately from this Agreement. Customer shall operate these 2. USE OF SOFTWARE. The INLEX/3000 Software License grants the Customer the use of the software product/s on a single computer system and presumes the participation of INLEX in installation, implementation, and training of the first single library and associated branches (See Exhibit E). INLEXIs participation in subsequent consultation, implementation, and training, after the first library, shall be under separate agreement. 3. IMPLEMENTATION PLAN. INLEX and the Customer shall jointly develop a system Implementation Plan, a draft of which is attached to this Agreement as Exhibit B, Schedule 1. the Plan shall be by mutual consent. The Plan shall describe, in detail, delivery dates and other required dates, responsible . individuals and entities, action items, and any other information pertinent to the implementation of product/s under this Agreement. Changes to 4. INSTALLATION. The Customer, at its expense, shall prepare its premises for installation of the equipment necessary to operate the INLEX software and shall provide all installation facilities including space, electrical power, air conditioning and cabling in accordance with the installations requirements specified by Hewlett-Packard Co. The installation facilities specifications provided by Hewlett-Packard Co. shall be reviewed and approved by INLEX as complete to operate the INLEX software. INLEX warrants that the site and Hewlett-Packard equipment shall be suitable for the successful implementation of the INLEX/3000 software providing; a) that the electricity available to the computer and peripheral equipment does not fluctuate more that 2% from the designated line voltage, b) that all outlets providing electricity to the computer and peripheral equipment provide adequate isolated grounding with the isolated ground circuit terminating no closer to the computer equipment than the building service entrance panel, c) that data cables be so routed as to not lay parallel for any distance within two feet of cables carrying electrical current, d) that the computer room and its environment be so constructed to be free from static electricity, SPPA 1 DATE/REV. : 04/87 e) that the temperature and humidity of the computer room be maintained within operating tolerances as specified in all regards by Hewlett-Packard, and f) that the configuration of the computer system hardware and software not be changed from the configuration originally approved by INLEX under this Agreement without prior written approval of INLEX. 5. TRAINING. INLEX shall work individually with user personnel in each functional area. program step-by-step demonstrating and then practicing each screen by entering and modifying data. The written documentation and any online documentation features shall also be reviewed. In addition to the individual operator training, INLEX shall conduct general classes about the system so that user personnel have a basic understanding of how their work fits into the overall operation of the system. up the proper backup and systems operations procedures for backup and security. implementation planning. Included in the license fees for each software product are the following on-site installation and training person days: Profiling and Operations 1.5 person days Database Loads 1.0 person day Database Control and Administration 1.0 person day Bibliographic Interface 1.0 person day Circulation and Reports 4.0 person days Back-up Circulation .5 person day Online and/or Dial-up Catalog .5 person day INLEX recommends that installation and training be accomplished in two on-site visits. tative for 1.5 days shall include profiling and operations. second visit of two INLEX representatives for four days shall include installation and training for all conversion and application software, purchased under this Agreement, as listed above. visit and schedule a third visit. limited to eight trainees. INLEX shall bill the Customer, at cost, for all travel and per diem expenses associated with on- site profiling, installation and training visits. Together they shall go through each Further, INLEX shall help the user set A Training Schedule shall be determined during The first visit of one INLEX represen- The The Customer may choose to divide the tasks of the second Each training session shall be Hewlett-Packard offers a full range of HP/3000 computer operations and operating system software training classes. The following are required and shall be completed by the Customer's assigned System Manager prior to INLEX/3000 installation and training. System Operator This four-day course teaches entry level console operators to perform the routine operating procedures for the HP 3000. This includes monitoring the system console, system backup, start-up and recovery, and device file management. Operation procedures and daily hardware maintenance are also covered. SPPA 2 DATE/REV.:04/87 System Manaaement This five-day course is required for the HP 3000 System Manager. The course prepares the student for the responsibilities of allocating and controlling system resources. The course covers the following: how to operate the system and maintain system records; how to design, implement and modify the account/group/user structure; how to employ MPE commands to control system-wide activity; system start up/shut-down, generation and back-up procedures; and considerations that affect operating efficiency. Introduction" or a ttSystem Operatortt course offered by HP. Students should have completed "A Programmer's 6. MANUALS. INLEX shall provide two (2) copies of all software documentation and manuals at the time the INLEX/3000 module/s is installed. otherwise reproduce manuals and documentation furnished pursuant to this provision, for use within the scope of this Agreement at no additional charge. include : INLEX grants to the Customer the right to copy or The two manual sets to be provided Training Manual Administration Users Guide Circulation Users Guide Reports Users Guide Keyword Users Guide Utilities Users Guide 7, OWNERSHIP OF CUSTOMER DATA. All files created by Customer supplied data are and shall remain the property of Customer. Customer may, using software supplied by INLEX, produce a 9- track, variable length record format magnetic tape containing all data relating to Customer's bperations, including, but not limited to, bibliographic and authority data in the U.S. MARC I1 communications format, item data, patron data and transaction data, without de-conversion charges. 8. CONFIDENTZALITY. The parties shall retain all information belonging to the other in strictest confidence, and shall neither use it not disclose it to anyone without the explicit written permission of the other party, and that each employee of both parties having access to the information shall have a binding agreement to the same effect. 9. MISCELLANEOUS EXPENSES. INLEX shall charge the Customer expenses as incurred including but not limited to travel expenses at cost and any additional assistance at an hourly rate of $74.00 per hour for a minimum of 4 hours. Expenses will be invoiced monthly and will be due and payable within thirty (30) days from date of invoice. miscellaneous expenses incurred by 1NL;EX. INLEX shall supply Customer with evidence of such expenses if requested. Customer shall pre-approve all necessary SPPA 3 DATE/REV.:04/87 10. SALES AND USE TAX. all sales and/or use tax due with regard to this purchase is the sole liability of Customer. this sale which is the liability of INLEX as the seller is chargeable to Customer, plus any applicable interest and penalty. 11. CUSTOMER OBLIGATIONS. Customer's obligations include the following: INLEX and Customer agree that any and Any sales or use tax arising from A. B. D. E. F. G. H. Designate a Project Manager who shall be available at all times as the principal point of contact between INLEX and Customer. If Customer's Project Manager becomes unable to fulfill this obligation, the Customer shall immediately appoint a successor Project Manager. Perform structural, electrical, air conditioning, and other necessary modifications to the designated central site, all in accordance with the site specifications as provided by Hewlett-Packard and approved by INLEX.. Provide reasonable ingress and egress to the Library facility where the Central Site Computer Equipment and Software is to be installed, when and as requested by INLEX, subject to mutual agreement by INLEX and Project Manager. Provide all necessary power and telephone lines in accordance with INLEX-supplied and approved specification. Provide suitable working space convenient to the computer site, including a desk, chair, telephone and other related facilities. Provide 24-hour per day access to the computer system, on which the INLEX software products reside, via 2400 baud dial-up modem. Provide training facilities for each person to be trained, to include a desk or workstation and a terminal cabled to the computer system. 12. QUIET ENJOYMENT. Customer shall be entitled to use of the software in perpetuity, subject only to the Customer's obligations hereunder. INLEX represents that this Agreement is not subject or subordinate to any right of INLEX Is creditors, or if such subordination exists, that the agreement or instrument creating the same provides for non-disturbance of Customer so long as it shall not be in default hereunder. 13. ARBITRATION. In the event of a dispute which is not settled by the parties hereto, INLEX and Customer shall appoint an arbitrator under the rules then prevailing of the American Arbitration Association to determine the responsibilities and SPPA 4 DATE/REV. : 04/87 appropriate course of action for each of the parties. INLEX and Customer shall equally share the expenses arising from the engagement of the arbitrator provided, however, each party shall be responsible for its own attorney fees incurred during arbitration. The decision of the arbitrator shall be final and binding. 14. PUBLICITY. INLEX shall not use in its external advertising, marketing programs, or other efforts, any data, pictures or other representations of the Customer except on prior written authorization. 15. CAPTIONS OF CONVENIENCE. The captions of the Paragraphs of this Agreement are for identification and convenience only and are not a part of this Agreement and do not in any way limit, define or amplify the terms and provisions hereof. 16. SEVERABILITY. Each party agrees that it shall perform its obligations hereunder in accordance with applicable laws, rules and regulations now or hereafter in effect. If any term or provision of this Agreement shall be found to be illegal or unenforceable then, notwithstanding, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. 17. WON-HIRING OF EMPLOYEES. For a period of two years form the date of this Agreement, each party shall not employee any employee of the other party. 18. PATENT AND COPYRIGRT. INLEX represents and warrants that is the owner of the software product/s and has the full right to deliver to Customer a license to use the software product/s and that, on delivery to Customer, Customer shall have license and good right to use the same free from any liens, claims, charges, or encumbrances, provided however, Customer shall have no right to sub-license or assign its rights in respect to the software product/s or any part thereof. INLEX shall protect, indemnify and hold harmless Customer against any claims, suits or proceedings for patent, trademark, copyright or franchise infringement arising out of or resulting from the installation or use of the software, services, supplies and materials provided under this Agreement. INLEX further agrees to pay all expenses arising from such claims, suits and proceedings including costs of investigation, reasonable attorney fees, expert witness fees, damages and any other litigation related expenses and shall further pay any and all royalties, settlements or judgments for which Customer may be liable as a result of any such litigation, claims or other proceedings. 19. INSURANCE. INLEX shall hold public liability insurance from one or more insurance companies providing coverage for bodily injury, personal injury and property damage liability in the SPPA 5 DATE/REV.:04/87 amount of at least $500,000 combined single limit for each occurrence. certificate of insurance or any other form of documentation of coverage as may be issued by the insurer(s) and executed by an official of the insurer(s). In addition to the limits of coverage provided, the certificate or other documentation shall also provide that the Customer, its commissions, officers, employees and agents are named as additional insureds under the coverage afforded, that the coverage afforded is primary to any and all other coverages which may be available to Customer in connection with this Agreement, and that the insurer will provide Customer at least thirty (30) days prior notice of cancellation or material change in coverage. Said insurance coverage shall be evidenced by a 20. FORCE WUETJRE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, strike, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes, floods or other disasters. 21. NON-ASSIGNABILITY. This Agreement may not be assigned by either party except with the written consent of the other. 22. LIMITED LIABILITY. Should Customer, through one of its employees, damage its database, INLEX shall not be liable for any consequential damages. Customer's database, INLEX shall be liable for the costs to restore one (1) day's data to Customerls database since Customer should be performing a database system back-up on a daily basis following the INLEX recommended procedures. Should an INLEX employee damage 23. NOTICES. Any notices or other communication having a material effect on this Agreement shall be served in one or more of the following manners: a) In-person delivery to the authorized officer, employee, agent or other representative of the parties, b) Deposited in the U.S. mails under certified or registered handling, posted to be address(es), c) Next-day delivery using an appropriate courier service. 24. INVOICES. All invoices shall be rendered in duplicate when due. Invoices shall be submitted to Customer and handled in an expeditious manner. delivery charges, cost FOB point of destination, sales or use taxes, insurance, supervision or installation charges, and excise taxes, if any. This Agreement number or Customer's Purchase Order number, as specified by Customer, shall appear on all invoices. Invoices shall be delivered to: Invoices shall indicate as separate items SPPA 6 DATE/REV. : 04/87 Orisinal: (Accounting Address) Duplicate: (Library Contact) 25. GOVERNING LAW. The laws of the state of California shall be used to interpret this Agreement and the Uniform Commercial Code shall apply. 26. PAYMENT TERMS. As per EXHIBIT D, Payment Schedule, of this Agreement 27. ENTIRE AGREEMENT. This Agreement and its Exhibits, attachments and such documents as may be incorporated by reference constitutes the entire Software License Purchase Agreement between INLEX and the Customer with respect to the software product/s listed by attachment. This Agreement and its Attachments supersedes all proposals, oral and written, and all other communications between the parties relating to the subject matter thereof. The attachments to this Agreement are as follows, in order of precedence: EXHIBIT A - Price Schedule EXHIBIT B - Draft Implementation Plan EXHIBIT C - Clarifications and Additional Conditions EXHIBIT D - Payment Schedule EXHIBIT E - Software License INLEX and the Customer mentioned herein hereby agree to all provisions of this Agzeement. INLEX, Inc. Authorized Representative Title: CLAUDE A. LEWIS, Mayor Title: Srf~~M~xxxxxxxxxxxxxxxxxxxxxxx Signature: Date: 5/27/87 Date : P.O. Box 1349 Monterey, California 93940 Address of Notification Office 656 Munras Ave City State Zip SPPA 7 DATE/REV. : 04/87 EXHIBIT A PRICE SCHEDULE SOFTWARE PRODUCTS PURCHASE AGREEMENT Description Amount INLEX/3000 INTEGRATED LIBRARY SYSTEM USE LICENSES for Hewlett-Packard PH3000, MicroXE, including: Conversion Software To convert Customers existing data formats to INLEX/3000 data structures Patron Conversion Title and Item Conversion $ 4,000.00 4,000.00 MARC Load 2 # 000.00 118,000 Records @ $100/10,000 Less: Conversion Demo-site Discount (11,180.00) 1; 180.00 Total Conversion Software 11,180.00 Total Conversion Cost .oo Armlication Software PHASE I Base Module/ Dastabase Control-Administration 12,000.00 Circulation 7,000.00 Back-up Circulation (Note 3) 3,000.00 PHASE I1 Bibliographic Interface (Note 3) 3,000.00 Online Public Access Catalog 6,000.00 Dial-up Catalog 4,000.00 37,000.00 Reports 2,000.00 Sub-Total Application Software Total Application Software 27,000.00 Less: Application Demo-site Discount ~10,000.00~ CONTRACT TOTAL $ 27,000.00 Notes: 1) All sales are subject to sales/use tax, as per paragraph 10 of this Agreement. 2) Prices listed include installation, documentation and training: trvel and per diem expenses shhall be billed at cost. 3) Software module listed is a PC-based module. The license fee includes the license fee for I1Reflectionl1, a third-party software product which allows a PC to emulate a HP terminal, for use on the first associated workstation. Subsequest workstations are each subject to a $500 license fee. All PC- based modules require the use of a Personal Computer (either a HP Vectra or IBM-PC tllook-alikes*) with a minimum of 640- Kbytes CPU memory, MS-DOS operating system, one floppy diskette drive and one 20-Mbyte fixed disk drive. EXHIBIT A PRICE SCHEDULE SOFTWARE PRODUCTS PURCHASE AGREEMENT (Page 2) Description Amount Estimated travel and per diem costs based on April 1987 prices. Expenses shall be billed to Customer at actual cost. Airfare - Monterey to San Diego Car Rental - compact car Per diem - per person per day Hotel Meals $ 219.00 per person 55.00 per day 60.00 30.00 Profiling Visit - one person for 1.5 days Estimated cost $ 394.00 Installation and training visit - 2 people for 4 days Estimated cost $1,258.00 TO BE COMPLETED BY CUSTOMER Is prior authorization required before INLEX books travel? Yes J No If yes, by whom? Authorizing person Title Phone Number No Will a Purchase Order be required? Yes Anticipated Date On or by May 15, 1987 On or by June 1, 1987 June 7, 1987 June 8, 1987 June 15, 1987 July 6, 1987 July 8-10 Aug 8, 1987 Aug 10, 1987 EXHIBIT B DRAFT IMPLEMENTATION PLAN SOFTWARE PRODUCTS PURCHASE AGREEMENT Event Party Responsible Execute this Agreement CoC f INLEX Order hardware from Hewlett-Packard CoC & HP INLEX develop suggested mapping from Customers data to INLEX/3000 system and return to CoC for review & approval INLEX Customer send corrections and comments regarding data mapping to INLEX COC INLEX on-site Profile visit CoC & INLEX CoC returns' completed Installation Profile to INLEX COC INLEX develop and test data conversion from Customer's format to INLEX/3000 format and sends results to CoC INLEX Start data capture and store on existing HP3000 series 48 COC Upgrade series 48 computer hardware to series 58. Delivered and installed additional disk drive. HP Installation of INLEX/3000 and commencement of converted data loading CoC & INLEX INLEX Training of CoC staff Anticipated data loading complete CoC goes live using INLEX/3000 system CoC EXHIBIT C CLARIFICATIONS AND ADDITIONAL CONDITIONS SOFTWARE PRODUCTS PURCHASE AGREEMENT DATA CONVERSION INLEX shall assume responsibility for converting the existing Customer CLSI-formatted data (bibliographic, item and patron files) to the required INLEX/3000 format. Customer shall provide sample paper copies of the various reports that may be used to move the data to the INLEX/3000 system. develop a mapping between the Customers existing system and the INLEX/3000 system. The Customer shall have an opportunity to review and approve the mapping between the existing system and the INLEX/3000 system. INLEX shall LABELS The Customer's existing Codabar labels can be used with the INLEX/3000 system. HEWLETT-PACKARD COMPUTER EQUIPMENT CONFIGURATION Due to it's expanding data processing requirements, and the needs of the INLEX/3000 system, the Customer plans to purchase an HP3000 series 70 computer. The INLEX software products purchased under this Agreement are expected to be loaded on a currently owned HP3000 series 48, which is expected to be upgraded to a series 58 prior to use of the INLEX/3000 system. EXHIBIT D PAYMENT SCHEDULE SOFTWARE PRODUCT PURCHASE AGREEMENT Event Amount Upon execution of Purchase Agreement 100% of Conversion Software 25% of PHASE I Application Software Cost .oo 6,750.00 $ Upon installation of Application Software 50% of Application Software Cost 13,50O.00 2 months after installation of Application Software 25% of PHASE 1 Application Software Cost 6,750.00 TOTAL CONTRACT PRICE Notes: $ 27,000.00 1) All invoices for these payments shall have applicable sales/use tax added. EXHIBIT E SOFTWARE LICENSE SOFTWARE PRODUCTS PURCHASE AGREEMENT 1. LICENSE. INLEX, Inc., hereby grants to Customer this non- transferable license to use the computer object code software product/s listed below, on the Hewlett-Packard CPU listed below, subject to the rights and privileges stated herein and under the standard INLEX Software Limited Warranty. A copy of this right- to-use license should be retained by the system manager, as it may be requested by a representative of INLEX. 2. product/s listed below on a single computer system with no time limit. The acquisition of a software update, or a software support service that provides regular software updates, grants a similar license to use those updates on one computer system with no time limit. TERM. The Customer is granted the right to use the software 3. RIGHT-TO-COPY. Unless INLEX specifically grants Customer the right to reproduce the software product/s, these may not be copied except for archive purposes, to replace a defective copy, or for program error verification purposes without prior written consent of INLEX. 4. OWNERSHIP. The software product/s constitutes proprietary information and trade secrets and is, and shall at all times be and remain, the sole and exclusive property of INLEX; and the Customer shall have no title to, or ownership of, the product/s. 5. SECURITY. Customer agrees not to provide or otherwise make available any basic materials or related materials of the licensed product/s to any person other than Customer's emp1o:yees or any third party acting as an Agent of Customer. Customer agrees that it will take appropriate action by instruction, agreement or otherwise, with its employees and Agents permitted access to the licensed product/s, to satisfy its obligations under this License with respect to use, copying, protection and security of the licensed product/s. Customer further agrees to advise INLEX of any such misuse and to assist INLEX with taking appropriate action to remedy same. HEWLETT-PACXARD HP3000 CPU # SOFTWARE PRODUCT/S : DATE INSTALLED MARC Load To be assigned Base Module (Database Control & Administration) Circulation Reports PC Circulation Bibliographic Interface Online Public Access Catalog Dial-up Catalog CUSTOMER SUPPORT SERVICES AGREEMENT INLEX, INC,, "CUSTOMER1* City of Carlsbad AGREEMENT NO. EFFECTIVE DATE / / 1. GENERAL INTENT. INLEX, Inc. (hereinafter referred to as llINLEX1l) will provide support services described herein to the extent these services are ordered by the Customer. Detailed descriptions of the support services offered are contained in the Exhibits which are attached or subsequently added. The Customer may authorize support services as a part of this Agreement or by subsequent orders. 2. ELIGIBLE PRODUCTS. The Customer represents that it is the owner or licensed user of the products which are to be supported under this Agreement. 3. ORDERS. The Customer may initially order support services to commence upon the Effective Date of this Agreement and thereafter may at any time issue orders for additional services, delete services previously ordered, or add or delete products to be supported. appropriately, in accordance with Paragraph 10. list services being ordered and products supported, and show the desired Commencement Date for services, invoicing instructions, and purchase order number. Throughout this Agreement, llordersfl shall be understood to mean purchase orders, change orders, letters and signed Exhibits which authorize services, and any other written authorizations. The support services charges shall be adjusted Orders must reference this Agreement and applicable Exhibits, 4. CONDITIONS OF SERVICE. INLEX shall be under no obligation to furnish support services under this Agreement should repair be required because of (1) improper use; (2) natural disasters such as flood, earthquake or particulate pollution; (3) strike, riot, or acts of war or nuclear disaster; (4) repairs, maintenance, modifications, or relocation and reinstallation made by other than INLEX personnel or without INLEX*s supervision and approval; and (5) unusual shock or electrical damage, accident, fire or water damage, neglect, air conditioning failure, humidity control failure, a corrosive or abrasive atmosphere harmful to electronic circuitry, damage during transportation by the Customer, or causes other than ordinary use. If support services are required as a result of the causes stated above, such services shall be provided at INLEX's standard services for labor, travel and material in effect at the time of service. 5. MODIFICATIONS TO PRODUCTS. INLEX may, at its option, with no additional charge to the Customer, make modifications to improve the operation and/or reliability of the products being serviced under this Agreement. CSSA 1 DATE/REV. : 82/87 6. EXCLUSIONS. INLEX's support services do not include (1) operating supplies and consumables, (2) electrical work external to the products, (3) maintenance of accessories, attachments or products not specified herein or on subsequent orders, or (4) any other services contracted for under separate agreement, 7. RELOCATION OF PRODUCTS. The Customer shall give INLEX thirty (30) days written notice prior to any relocation of products covered by on-site support services being provided under this Agreement. Products moved to a location within the contiguous United States shall continue to be serviced under this Agreement. The service call response time and charges will be adjusted to reflect the new location. Products moved outside the contiguous United States may continue to be serviced under this Agreement, at the option of INLEX. The services to be provided and charges for such services shall be subject to mutua1 agreement. For installed products which will continue to be serviced, INLEX, at its option, shall supervise the dismantling and packing of the products and shall inspect and reinstall the products at the new location. These services, if provided, shall be at additional charge based on INLEX's standard service rates in effect at the time. The Customer shall furnish all labor and materials for dismantling, packing, and placement of the products in the new location. damage to the products during relocation. The Customer shall be responsible for any loss or 8. TERM. This Agreement shall commence on the specified Effective Date and end upon termination by either party. The Customer may terminate this Agreement at any time upon thirty (30) days written notice to INLEX and INLEX may terminate at any time after the first twelve (12) months, for the reasons described in Paragraph 12, Sections (b) and (c), upon thirty (30) days written notice to the Customer. order shall be three (3) full months. These terms are annually renewable and apply unless otherwise specified on any applicable Exhibit, The minimum term of any 9. LIMITED WARRANTY FOR SUPPORT SERVICES. Warranty provided hereunder for software and documentation services shall be limited to providing the software support and documentation services selected by the Customer as specified in the INLEX proposal and the Section of this Agreement regarding Performance Standards. NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. INLEX SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. INLEX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. CSSA 2 DATE/REV. : 02/87 10. CHARGES. The charges specified by Attachment to this Agreement are those currently in effect. These charges may be changed provided that INLEX has notified the Customer in writing of any increase at least sixty (60) days prior to invoicing at the increased rate. (1) year in advance at INLEX's prevailing charges at time of payment. than ninety (90) days after payment. Increases that would otherwise take effect during the prepaid period shall be delayed until the end of the period, but shall be effective at the start of any subsequent prepaid period. that INLEX incur commercial travel and per diem expenses because of extended travel not included in the coverage, these expenses will be charged to the Customer and shown as separate items on the INLEX invoice. Unless otherwise stated in writing by INLEX, all charges shall be exclusive of state and local use, sales, property (ad valorem) and similar taxes. The Customer agrees to pay such taxes and, when applicable, such taxes shall appear as separate items on INLEXIs invoice. The Customer may prepay services up to one Prepaid services must have a Commencement Date not more When the Customer requests 11. MISCELLANEOUS. A. B. C. D. E. F. Any attempt to assign or transfer any of the rights, duties or obligations herein shall render such attempted assignment of transfer null and void. INLEX reserves the right to withhold without liability but with prior written notice any services authorized by Customer under this Agreement if the Customer is delinquent in payment for any services, and to change the credit terms herein when, in INLEX's opinion, the financial condition or previous payment record of the Customer so warrants. In the event of any proceedings, voluntary or involun- tary, in bankruptcy or insolvency by or against the Customer, or in the event of the appointment, with or without the Customer*s consent, of an assignee for the benefit of creditors, or of a receiver, INLEX may elect to cancel any unfilled part of this Agreement. INLEX's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. Stenographical, typographical, and clerical errors are subject to correction. Any notices required to be given hereunder shall be given in writing at the address of each party set forth below or to such other address as either party may sub- stitute by written notice to the other. CSSA 3 DATE/REV. : 02/87 12. EXHIBITS. Exhibits which are initially applicable are shown below or on an attached Exhibit List. Exhibit is also attached and hereby made a part of this Agreement. each to the Customer. services described in a new Exhibit shall constitute acceptance by the Customer and this Agreement shall then include that Exhibit. Any existing exhibits shall remain in full force and effect until date of expiration. A copy of each such INLEX may offer new Exhibits by forwarding a copy of An order to provide any of the support EXHIBIT TITLE DATE/REV. A - Application Management Support 02/87 13. ADDITIONAL AUTHORIZATION. If an Additional Authorization page is attached, the Customer hereby authorizes INLEX to accept orders directly from the organization listed on that page. terms and conditions specified shall be applicable. All 14. ATTACHMENTS. ATTACHMENT A - Quotation #1160 15. INVOICING. Charges for support services will be invoiced in advance, as specified herein and on any subsequent orders. Invoices for other charges described in Paragraph 10 will be submitted as the charges are incurred. all invoices issued under this Agreement within thirty (30) days from date of invoice. Purchase Order number, as specified by Customer, shall appear on all invoices. Invoices shall be delivered to: The Customer shall pay This Agreement number or Customer's Orisinal: (Accounting Address) Dudicate: (Library Contact) 16. ENTIRE AGREEMENT. This Agreement and its incorporated Exhibits and Attachments is subordinate to any Software Products Purchase Agreement, between INLEX and Customer, constitutes the entire Customer Support Services Agreement between INLEX and Customer with respect to the services and materials listed by attachment. This Agreement supersedes all proposals, oral and written, and all other communications between the parties relating to the subject matter thereof. 4 DATE/REV. : 02/87 CSSA Title: CLAUDE A. LEWIS, Mayor INLEX, INC. Authorized Representative Title: S~~~xxxxxxxxxxxxxxxxxxxxxxxxxx Signature: Date: 5/27/87 Date: P.O. Box 1134/656 Munras Ave. Address of Notification Office Monterey, California 93940 city State Zip CSSA 5 DATE/REV. : 02/87 EXHIBIT A APPLICATION MANAGEMENT SUPPORT CUSTOMER SUPPORT SERVICES AGREEMENT 1. APPLICATION SUPPORT SERVICES. INLEX, Inc. will provide support services for INLEX-supplied Application Software and ongoing support for Customer's account as specified herein. 2. SUPPORT MANAGEMENT REVIEW. At regular intervals, INLEX will organize a Support Management Review to distribute INLEX product information, discuss effective application software utilization, and to review progress on current application software issues. 3. SOFTWARE RELEASE PUNNING. Before installation of a major software release, INLEX and Customer will review such items as the features of the new release, the software problems it may resolve, and how the changes may affect Customer's particular circumstances. software release implementation plan to minimize disruption due to the update process. INLEX and Customer will together develop a 4. SOFTWARE MAINTENANCE. INLEX shall make available at no additional cost to the Customer, all later versions or releases . of modules of INLEX/3000 Integrated Library System Application Software that replace the current software, with associated documentation. that no existing system features are deleted or rendered inoperable by such later versions and INLEX shall provide to the Customer maintenance of such later versions as provided herein. Customer will accept such later versions provided 50 CUSTOMER SUPPORT CENTER. INLEX shall maintain and staff a Customer Support Center which shall serve as the Customer's designated point of contact for receiving reports, of system problems whether the report is made by telephone, terminal message, or in writing. 6. TELEPHONE ASSISTANCE. Customerls System Manager and/or Application Software Manager (hereafter referred to as System Manager) will receive the telephone number for INLEXts Customer Support Center. The System Manager or designated alternate may contact the Support Center to ask questions or seek advice relating to the use of the INLEX-supplied software. Center personnel will assist in utilizing INLEX software products, and in identifying problems and providing workarounds, if possible. from the INLEX site, as described in Paragraph 5. coverage for telephone assistance are 8:OO a.m. to 5:OO p.m. PST, or PDT, Monday through Friday, excluding INLEX holidays. Unless otherwise disclosed, INLEX's holidays will be: Support Assistance may include communicating via terminal The hours of CSSA/EXHIBIT A 1 DATE/REV. : 02/87 New Years Day January 1st President's Day as scheduled Memorial Day Independence Day July 4th Labor Day Thanksgiving Day Christmas December 25 last Monday in May first Monday in September last Thursday in November Customer telephone assistance calls outside INLEX's normal hours of operation, which only will be made for true software emergencies (an entire application of the system is non- operational), will be answered by a telephone answering service. This service will in turn contact, via a pager or beeper, the appropriate INLEX Customer Support staff member who will contact customer within sixty (60) minutes of customer's original telephone call. exert a best effort to resolve Customer's problem. call not be a true software emergency, then customer agrees that INLEX will charge customer a fee of $500.00 plus $100.00 for each fifteen (15) minutes of the call. This INLEX Customer Support staff member will Should the 7. INLEX TELE-SUPPORT SERVICES. Customer will configure their quality telephone line, and provide a voice-grade telephone near the computer system. diagnostic modem, to provide remote assistance to Customer. Diagnostics may be performed upon authorization by Customer through the Support Center. If this assistance does not result in resolution of the problem, INLEX will assist Customer in finding a workaround, if possible. If the results of the telephone diagnosis are inconclusive, INLEX may respond on-site, as described in Paragraph 8. 8. ON-SITE ASSISTANCE. In the event that telephone assistance is not sufficient, it is the responsibility of the System Manager to request on-site assistance. Once on site, the INLEX support representative will work to completion of the task or so long as reasonable progress is being made. The on-site effort may be suspended to obtain additional resources, but will be resumed when they become available. verifying, and reporting problems associated with INLEX software products. The INLEX support representative will assist Customer by providing an object code modification (patch), or finding a workaround, if possible, which allows utilization of the system. Implementation of the support representative's recommended workaround is Customer's responsibility. reported difficulty is not the result of a problem in the INLEX software, the on-site services are subject to travel, lodging, time, and material charges to Customer. system to permit access through a modem connection using a ice - INLEX may utilize a Customer-owned I On-site assistance is limited to isolating, identifying, If INLEX determines the CSSA/EXHIBIT A 2 DATE/REV. : 02/87 9. SOFTWARE PROBLEM REPORTING. If a problem develops with installed INLEX software or update releases, it may be reported by calling customer Support Center or by submitting a Software Problem Report. Software Problem Reports may be written by Customer or by a support representative on behalf of Customer and forwarded to the INLEX Customer Support Center. INLEX will acknowledge receipt and inform Customer of the disposition of the Software Problem Report. software problem, INLEX may, at its discretion, provide Customer with a workaround or object code modification (patch), if available. disposition of all reported problems. In the case of the implementation of a Program Correction occasioned by a Software Problem Report from Customer, INLEX shall provide to Customer, within thirty(30) calendar days after such implementation, such revisions and/or upgrades to user manuals, operator manuals and software documentation that have been supplied by INLEX to Customer, as may be required by Customer to effectively utilize such implementation. Upon Customer's report of a critical INLEX retains the right to determine the final 10. SOFTWARE PROBLEMS. Class One Software Problems shall be any failure of the software which prevents the following critical operations: online catalog inquiry, authority and bibliographic file maintenance, checkin, checkout, patron inquiry, item inquiry, title inquiry, online file update, item maintenance, logging, renewal, blocks, and patron registration. Class Two Software Errors shall be any failure of the software which prevents the following non-critical operations: report printing, inquiry other than that specified in preceaing paragraph, batch file update, and parameter maintenance. Class Three Software Errors shall be any failure of the software not specifically listed in this Section which has been determined by Customer not to have a significant effect on system oneration. An INGX software maintenance representative shall respond within four (4) hours of notification by Customer of any Software Problem. "Respond" shall mean to ascertain, by appropriate means, what class of Software Problem exists and to report by telephone or terminal to Customer's authorized representative the corrective actions to be taken. Unless otherwise mutually agreed upon, INLEX shall have, from the time of report by Customer to INLEX's designated point of contact: (1) twenty-four (24) hours to correct a Class 1 Software Problem and restore the System to Good Operating Condition; (2) forty-eight (48) working hours to correct a Class 2 Software Problem and restore the System to Good Operating Condition; and CSSA/EXHIBIT A 3 DATE/REV. : 02/87 e (3) thirty (30) calendar days to correct a Class 3 Software Problem and restore the system to Good Operating Condition. 11. Software Problem reports from Customer. Said log shall indicate the time the report was first received at INLEX's designated point of contact, the time an INLEX software maintenance person responded to the report, the class of the Software Error, a description of the actions taken in response to the report, the time of the action, and the time the System was restored to Good Operating Condition. The log shall be available for inspection by Customer at any time. SOFTWARE PROBLEM LOG. INLEX shall maintain a log of al.1 12. SOFTWARE RELEASE INSTALLATION ASSISTANCE. An INLEX support representative will, at Customer's request, assist with the installation of a major software release, either at Customerls site during standard hours of coverage or remotely, at INLEXIs discretion. In the event that a Customer requests an INLEX support representative on site to assist with a software release intended for unassisted installation, the on-site services will be subject to travel, lodging, time, and material charges to Customer. 13. OPERATING SYSTEM SOFTWARE RELEASE INSTALLATION. Before installation of a major release of operating system software from Hewlett-Packard, INLEX will provide Customer with published instructions and implementation plan for installation. The publications will review such items as the features of the new release, the software problems it may resolve and/or cause, and how the changes may affect Customerls particular circumstance. INLEX will recommend an installation schedule to help minimize disruption due to the update process. Installation of operating system software, without the prior written consent of INLEX, may cause termination of Application Management Support, with or without notice. 14. SOFTWARE WARRANTIES. INLEX warrants that all Program Corrections and Modifications delivered to Customer shall be free from defects in manufacture of materials and shall not degrade the performance of nor render unusable or unavailable any capabilities which are present in the software prior to the installation of such Program Corrections or Modifications. INLEX warrants that Software Maintenance and Enhancements shall be provided to Customer without charge for a period of ninety (90) days after installation of each Application Software Module. calendar months the Applications Software will have an Effectiveness Level of 99% or better. Downtime shall be calculated by multiplying the actual downtime in hours and whole minutes by the applicable downtime coefficient, as defined in the following table: INLEX warrants that in every period of six (6) consecutive CSSA/EXHIBIT A *4 DATE/REV. : 02/87 e 1. Online Catalog System Search, Browsing, Authority Control, Display, Boolean Search 2. Circulation System Charge, Discharge, Renewal, Holds processing, Reserve Book Room, Patron inquiry, Item inquiry, Data entry, Electronic mail 3. Loss of major functions File update, Reports 1.00 1.00 0.75 4. Other software problems affecting system 0.50 performance 15. DATABASE CHANGES. Except as otherwise provided herein, INLEX shall not alter, amend, revise, modify, delete or change any part of Customer's database without the prior written approval of Customer. 16. REFERENCE MANUAL UPDATES. The System Manager will receive two copies of the appropriate software reference manual updates or revisions, as INLEX makes them available. 17. RESPONSIBILITIES OF CUSTOMER A. Customer shall provide INLEX with access to and use of all Customer information and facilities determined necessary by INLEX to provide Application Management Support. B. firmware at the latest required code revision level. Customer will maintain all associated system hardware and C. to its INLEX products for reconstruction of lost or altered files, data, or programs. Customer is responsible for maintaining a procedure external D. Customer shall follow routine operator procedures as specified in the INLEX operating manuals for Customer's system. E. A representative of Customer shall be present at the site at all times INLEX is performing service (on-site or by telephone). INLEX personnel will not enter or remain at Customer's facility in the absence of Customer's authorized representative. F. Customer is responsible for the safeguarding of its proprietary, confidential, and classified information. G. Customer will allow INLEX to maintain system diagnostic programs resident on Customer's system for the exclusive purpose of performing diagnostics. CSSA/EXHIBIT A 5 DATE/REV. : 02/87 INLEX, INC. * - :,I)-- \, ;p~~-- 17 INOUIRY OATE a TO 1- 1 qr-, f, 1Ji INQUIRY NUMBER 656 Munras Avenue P.O. 80x 1349 MONTEREY, CALIFORNIA 93942 SHIPPEO V1A CSTiMATED SHIPPING OATE QUANTITY OQ 1160 D ESC RI PTI ON .. WE ARE PLEASED TO SUBMIT THE ABOVE QUOTATION FOR YOUR CONSIDERATION SHOULO YOU PLACE AN ORDER, BE ASSURE0 IT WILL RECEIVE OUR PROMPT ATTENTION THIS QUOTATION IS SUBJECT TO THE CONOITIONS PRINTED ON REVERSE SIDE. AND IS VALID FOR' I: .-:. -+ DAYS. THEREAFTER IT IS SUBJECT TO CHANGE WITHOUT NOTICE * OATE ACCEPTED - SIGN AND RETURN YELLOW ACCEPTANCE COPY WHEN ORDERING.