HomeMy WebLinkAboutInlex; 1987-06-09;e 0
June 9, 1987
Clifford Lange Library Director Carlsbad City Library PO Box 1349 1250 Elm Avenue Monterey, CA 93942 Car1sbad, ca 92008
Dear Mr. Lange:
Many thanks for selecting INLEX as your automation vendor. All of us are extremely happy at the prospec
2930 Bendmill Way of having Carlsbad City Library among the growing grc
Sacramento CA 95833 of INLEX users. Your fully-executed Software Produci
91 6-922-5279 Purchase Agreement and Customer Support Services
Agreement are enclosed.
P 0 Box 35398 Station E
Vancouver BC V6M 4G5 If at any time I can personally help with the
604 2634989 automation project, please do not hesitate to call.
408-646-9666
With best regards,
/rh
enc .
m e
TO: Clifford Lange, Marc Covitt, Donna Arnold
FROM: Joe Matthews
DATE : June 9, 1987
RE: CARLSBAD PUBLIC LIBRARY CONVERSION PLAN
June 10 Gary Silvey of INLEX to visit the Oceanside Pub: Library to test COLINK boxes and moving of the data from the CLSI system.
June 15 Moving of the Carlsbad bibliographic data to be? Monday night. Marc Covitt of HP will ensure thz all necessary equipment is onsite at the Oceans!
Public Library. Gary Silvey of INLEX will assi: Donna Arnold of Oceanside Public Library in getting the data moved.
Gary and Marc will develop a set of written procedures for Donna to follow.
Marc Covitt will arrange for the transfer of dal from cartridge to a standard magnetic tape for subsequent loading of the data onto the Carlsbac
HP 3000 computer.
June ? INLEX will deliver to Marc Covitt the software 1 convert the bibliographic data to a true MARC format. Item records in the INLEX format will also be created.
July 6 HP to upgrade the Carlsbad HP 3000 series 48 to
July 8-10 INLEX to install INLEX/3000 software. Commence
series 58.
loading the bibliographic/item database and provide training.
Aug. 12 t'Capturel' Carlsbad Publishing patron data from 1 Oceanside Public Library. Convert and load pati data.
Aug. 17 Start using INLEX system.
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CUSTOMER SUPPORT SERVICES AGREEMENT INLEX, INC.
I1CUSTOMER1l City of Carlsbad AGREEMENT NO. 8706
EFFECTIVE DATE 5/2 7/ p 7
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 Exhibits which are attached or subsequently added. The Custon may authorize support services as a part of this Agreement or
subsequent orders.
2. ELIGIBLE PRODUCTS. The Customer represents that it is thc owner or licensed user of the products which are to be support under this Agreement.
3. ORDERS. The Customer may initially order support services commence upon the Effective Date of this Agreement and thereaf
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. Orders must reference this Agreement and applicable Exhibi
list services being ordered and products supported, and show t desired Commencement Date for services, invoicing instructions and purchase order number. Throughout this Agreement, Ilorders shall be understood to mean purchase orders, change orders, letters and signed Exhibits which authorize services, and any other written authorizations.
4. CONDITIONS OF SERVICE. INLEX shall be under no obligatior: furnish support services under this Agreement should repair be required because of (1) improper use; (2) natural disasters su as flood, earthquake or particulate pollution; (3) strike, ric 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 approv and (5) unusual shock or electrical damage, accident, fire or water damage, neglect, air conditioning failure, humidity cont failure, a corrosive or abrasive atmosphere harmful to electro circuitry, damage during transportation by the Customer, or causes other than ordinary use. If support services are requi as a result of the causes stated above, such services shall be provided at INLEXIs standard services for labor, travel and material in effect at the time of service.
5. MODIFICATIONS TO PRODUCTS. INLEX may, at its option, with additional charge to the Customer, make modifications to impro the operation and/or reliability of the products being service under this Agreement.
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The support services charges shall be adjusted
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6. EXCLUSIONS. INLEX's support services do not include (1) operating supplies and consumables, (2) electrical work exterr to the products, (3) maintenance of accessories, attachments c products not specified herein or on subsequent orders, or (4) other services contracted for under separate agreement.
7. RELOCATION OF PRODUCTS. The Customer shall give INLEX thi
(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 Agreeme The service call response time and charges will be adjusted to reflect the new location. Products moved outside the contiguo United States may continue to be serviced under this Agreement at the option of INLEX. The services to be provided and charg for such services shall be subject to mutual agreement. For installed products which will continue to be serviced, INLEX, its option, shall supervise the dismantling and packing of the products and shall inspect and reinstall the products at the n location. These services, if provided, shall be at additional charge based on INLEX's standard service rates in effect at th time. The Customer shall furnish all labor and materials for dismantling, packing, and placement of the products in the new location. The Customer shall be responsible for any loss or damage to the products during relocation.
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 a: time after the first twelve (12) months, for the reasons described in Paragraph 12, Sections (b) and (c), upon thirty ( days written notice to the Customer. order shall be three (3) full months. These terms are annuall: renewable and apply unless otherwise specified on any applicabA Exhibit.
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 Performanc Standards.
The minimum term of any
NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. INLEX SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY Al 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.
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10. CHARGES. The charges specified by Attachment to this Agreement are those currently in effect. These charges may bc
changed provided that INLEX has notified the Customer in writi
of any increase at least sixty (60) days prior to invoicing at the increased rate. The Customer may prepay services up to or
(1) year in advance at INLEXIs prevailing charges at time of payment. Prepaid services must have a Commencement Date not n than ninety (90) days after payment. Increases that would otherwise take effect during the prepaid period shall be delai until the end of the period, but shall be effective at the st2
of any subsequent prepaid period. that INLEX incur commercial travel and per diem expenses becaL of extended travel not included in the coverage, these expense will be charged to the Customer and shown as separate items c
the INLEX invoice. Unless otherwise stated in writing by INLE all charges shall be exclusive of state and local use, sales,
property (ad valorem) and similar taxes. The Customer agrees pay such taxes and, when applicable, such taxes shall appear a
separate items on INLEXIs invoice.
11. MISCELLANEOUS.
When the Customer requests
A. 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 liabili but with prior written notice any services authorize by Customer under this Agreement if the Customer is delinquent in payment for any services, and to chang the credit terms herein when, in INLEX's opinion, th financial condition or previous payment record of th Customer so warrants.
C. In the event of any proceedings, voluntary or involu tary, in bankruptcy or insolvency by or against the Customer, or in the event of the appointment, with o without the Customer's consent, of an assignee for t
benefit of creditors, or of a receiver, INLEX may el to cancel any unfilled part of this Agreement.
INLEX's failure to exercise any of its rights hereun shall not constitute or be deemed a waiver or forfeiture of such rights.
subject to correction.
Any notices required to be given hereunder shall be
given in writing at the address of each party set fo below or to such other address as either party may s' stitute by written notice to the other.
DATE/REV. : 02,
B.
D.
E. Stenographical, typographical, and clerical errors a
F.
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12. EXHIBITS. Exhibits which are initially applicable are SI
below or on an attached Exhibit List. Exhibit is also attached and hereby made a part of this Agreement. INLEX may offer new Exhibits by forwarding a copy each to the Customer. An order to provide any of the support services described in a new Exhibit shall constitute acceptanc by the Customer and this Agreement shall then include that Exhibit. Any existing exhibits shall remain in full force anc effect until date of expiration.
A copy of each such
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 acce orders directly from the organization listed on that page. A1 terms and conditions specified shall be applicable.
14. ATTACHMENTS.
ATTACHMENT A - Quotation #I100
15. INVOICING. Charges for support services will be invoiced
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. The Customer shall pay all invoices issued under this Agreement within thirty (30) day from date of invoice. This Agreement number or Customer's Purchase Order number, as specified by Customer, shall appear ( all invoices. Invoices shall be delivered to:
Orisinal: (Accounting Address) Duplicate: (Library Contact,
Carlsbad City Library Clifford E. Lange
1250 Elm Avenue Same
Carlsbad, CA 92008
16. ENTIRE AGREEMENT. This Agreement and its incorporated Exhibits and Attachments is subordinate to any Software Producl Purchase Agreement, between INLEX and Customer, constitutes thc 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.
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INLEX, INC.
Joseph R. Matthews
Authorized Representative
Title: CLAUDE A. LEWIS, Mayor Title: Vice President
$~~~xxxxxxxxxxxxxxxxxxxxxxxxxx
Date: 5/27/87
P.O. Box 1134/656 Munras A
Address of Notification Office Monterey, California 9394
City State Zip
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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 wi organize a Support Management Review to distribute INLEX produ information, discuss effective application software utilizatio and to review progress on current application software issues.
3. SOFTWARE RELEASE PLANNING. 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 duc to the update process.
4. SOFTWARE MAINTENANCE. INLEX shall make available at no additional cost to the Customer, all later versions or release! of modules of INLEX/3000 Integrated Library System Application Software that replace the current software, with associated documentation. Customer will accept such later versions provic that no existing system features are deleted or rendered inoperable by such later versions and INLEX shall provide to tl Customer maintenance of such later versions as provided herein
5. 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. Customer's System Manager and/or Application Software Manager (hereafter referred to as System Manager) will receive the telephone number for INLEX's 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. Assistance may include communicating via terminal from the INLEX site, as described in Paragraph 5. The hours of coverage for telephone assistance are 8:OO a.m. to 5:OO p.m. PS
or PDT, Monday through Friday, excluding INLEX holidays. Unles otherwise disclosed, INLEXIs holidays will be:
CSSA/EXHIBIT A 1 DATE/REV. : 02/
INLEX and Customer will together develop a
Support
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New Years Day January 1st President's Day as scheduled Memorial Day last Monday in May Independence Day July 4th Labor Day first Monday in Septemb Thanksgiving Day last Thursday in Novemb Christmas December 25 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 servicc This service will in turn contact, via a pager or beeper, the appropriate INLEX Customer Support staff member who will contac customer within sixty (60) minutes of customer's original telephone call. This INLEX Customer Support staff member will exert a best effort to resolve Customer's problem. Should the call not be a true software emergency, then customer agrees thi INLEX will charge customer a fee of $500.00 plus $100.00 for ez fifteen (15) minutes of the call.
7. INLEX TELE-SUPPORT SERVICES. Customer will configure theii system to permit access through a modem connection using a quality telephone line, and provide a voice-grade telephone nez the computer system. INLEX may utilize a Customer-owned 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 Manag to request on-site assistance. Once on site, the INLEX support representative will work to completion of the task or so long a 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 softwarl products. The INLEX support representative will assist Custome 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. If INLEX determines tl 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.
On-site assistance is limited to isolating, identifying,
CSSA/EXHIBIT A 2 DATE/REV. : 02/E
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9. SOFTWARE PROBLEM REPORTING. If a problem develops with installed INLEX software or update releases, it may be report4 by calling Customer Support Center or by submitting a Softwarc Problem Report. Software Problem Reports may be written by Customer or by a support representative on behalf of Customer forwarded to the INLEX Customer Support Center. INLEX will acknowledge receipt and inform Customer of the disposition of Software Problem Report. Upon Customerls report of a critics: software problem, INLEX may, at its discretion, provide Custon with a workaround or object code modification (patch), if
available. INLEX retains the right to determine the final disposition of all reported problems. In the case of the
implementation of a Program Correction occasioned by a Softwai Problem Report from Customer, INLEX shall provide to Customer,
within thirty(30) calendar days after such implementation, SUC revisions and/or upgrades to user manuals, operator manuals ar software documentation that have been supplied by INLEX to Customer, as may be required by Customer to effectively utili2 such implementation.
10. SOFTWARE PROBLEMS.
(1) 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 f update, item maintenance, logging, renewal, blocks, a patron registration.
(2) 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 preceding paragraph, batch file update, parameter maintenance.
(3) Class Three Software Errors shall be any failure of t software not specifically listed in this Section whici has been determined by Customer not to have a significant effect on system operation. An INLEX software maintenance representative shall responc within four (4) hours of notification by Customer of any Softwz Problem. "Respondff shall mean to ascertain, by appropriate means, what class of Software Problem exists and to report by telephone or terminal to Customerls authorized representative t 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/
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(3) thirty (30) calendar days to correct a Class 3 Softh Problem and restore the system to Good Operating Condition.
11. SOFTWARE PROBLEM LOG. INLEX shall maintain a log of all Software Problem reports from Customer. Said log shall indica the time the report was first received at INLEX's designated point of contact, the time an INLEX software maintenance perso responded to the report, the class of the Software Error, a description of the actions taken in response to the report, th time of the action, and the time the System was restored to Go Operating Condition. The log shall be available for inspectio by Customer at any time.
12. SOFTWARE RELEASE INSTALLATION ASSISTANCE. An INLEX SUppO representative will, at Customer's request, assist with the installation of a major software release, either at Customer's site during standard hours of coverage or remotely, at INLEX's discretion. In the event that a Customer requests an INLEX support representative on site to assist with a software relea intended for unassisted installation, the on-site services wil 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 f 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, an( how the changes may affect Customer's particular circumstance. INLEX will recommend an installation schedule to help minimize disruption due to the update process. Installation of operatii system software, without the prior written consent of INLEX, mz 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 fi 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.
shall be provided to Customer without charge for a period of ninety (90) days after installation of each Application Softwar 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 who1 minutes by the applicable downtime coefficient, as defined in t following table:
CSSA/EXHIBIT A .4 DATE/REV. : 02/
INLEX warrants that Software Maintenance and Enhancements
INLEX warrants that in every period of six (6) consecutive
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f
1. Online Catalog System 1.00 Search, Browsing, Authority Control, Display, Boolean Search
Charge, Discharge, Renewal, Holds processing, Reserve Book Room, Patron inquiry, Item inquiry, Data entry, Electronic mail
File update, Reports
performance
2. Circulation System 1.00
3. Loss of major functions 0.75
4. Other software problems affecting system 0.50
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 receiv two copies of the appropriate software reference manual update 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 IN1 to provide Application Management Support.
B. firmware at the latest required code revision level.
C. to its INLEX products for reconstruction of lost or altered files, data, or programs.
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 a 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 purpos of performing diagnostics.
CSSA/EXHIBIT A 5 DATE/REV.: 02/
Customer will maintain all associated system hardware and
Customer is responsible for maintaining a procedure extern:
9- "INLEX, IMC. e
1160 656 Munras Avenue P.O. Box 1349 MONTEREY, CALIFORNIA 93942
(408) 646-9666
** .
PLEASE INDICATE THE ABOVE NUMBER WHEN 01
ATTACHMENT A -. CUSTOMER
TO SERVICES AGREEMENT
-~----
DAYS THEREAFTER IT IS SUBJECT TO CHANGE WITF
SIGN AND RETURN YELLOW ACCEPTANCE COPY WHEN ORDERING myw!
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SOFTWARE PRODUCTS PURCHASE AGREEMENT
CUSTOMER City of Carlsbad AGREEMENT NO. 8?7OL
INLEX, INC.
1. GENERAL INTENT. INLEX, Inc. (hereinafter referred to as l*INLEXVf) shall provide computer object code software product/s under use license to Customer as described by attachment to th Agreement (See Exhibit A), plus documentation, installation an training of Customer personnel. products on a Hewlett-Packard computer to be acquired by Custo separately from this Agreement.
2. USE OF SOFTWARE. The INLEX/3000 Software License grants t. Customer the use of the software product/s on a single compute system and presumes the participation of INLEX in installation implementation, and training of the first single library and associated branches (‘See Exhi’bit E). INLEX’s participation in
subsequent consultation, implementation, and training, after t
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, the Plan shall be by mutual consent. The Plan shall describe,
detail, delivery dates and other required dates, responsible individuals and entities, action items, and any other informat pertinent to the implementation of product/s under this Agreement.
4. INSTALEATION. 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 reviewc
and approved by INLEX as complete to operate the INLEX softwarc
INLEX warrants that the site and Hewlett-Packard equipmen shall be suitable for the successful implementation of the INLEX/3000 software providing; a) that the electricity availab to the computer and peripheral equipment does not fluctuate mo that 2% from the designated line voltage, b) 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 tl building service entrance panel, c) that data cables be so roue
as to not lay parallel for any distance within two feet of cab:
carrying electrical current, d) that the computer room and its environment be so constructed to be free from static electricil
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Customer shall operate these
Schedule 1. Changes
that all outlets
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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 t computer system hardware and software not be changed from the configuration originally approved by INLEX under this Agreemen without prior written approval of INLEX.
5. TRAINING. INLEX shall work individually with user personn in each functional area. Together they shall go through each
program step-by-step demonstrating and then practicing each screen by entering and modifying data. The written documentat
and any online documentation features shall also be reviewed. addition to the individual operator training, INLEX shall cond
general classes about the system so that user personnel have a basic understanding sf how their work fits into the overall operation of the system. Further, INLEX shall help the user s
up the proper backup and systems operations procedures for bac and security. implementation planning.
Included in the license fees for each software product ar
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 accomplishe in two on-site visits. The first visit of one INLEX represen- tative for 1.5 days shall include profiling and operations. T
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 liste above. The Customer may choose to divide the tasks of the sec visit and schedule a third visit. Each training session shall 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.
Hewlett-Packard offers a full range of HP/3000 computer operations and operating system software training classes. Th
following are required and shall be completed by the Customer' assigned System Manager prior to INLEX/3000 installation and training.
A Training Schedule shall be determined during
System 0Derator This four-day course teaches entry level console operator to perform the routine operating procedures for the HP 30 This includes monitoring the system console, system backu start-up and recovery, and device file management.
Operation procedures and daily hardware maintenance are a covered.
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System Manasement 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 opera the system and maintain system records; how to design, implement and modify the account/group/user structure; ho 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. Students should have completed "A Programmer Introduction" or a "System Operator'# course offered by HP
6. MANUALS. INLEX shall provide two (2) copies of all softwa documentation and manuals at the time the INLEX/3000 module/s installed. INLEX grants to the Customer the right to copy or otherwise reproduce manuals and documentation furnished pursua to this provision, for use within the scope of this Agreement
no additional charge. include :
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 data relating to Customer's bperations, including, but not
limited to, bibliographic and authority data in the U.S. MARC communications format, item data, patron data and transaction data, without de-conversion charges.
8. CONFIDENTIALITY. The parties shall retain all information belonging to the other in strictest confidence, and shall neit 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 expen: at cost and any additional assistance at an hourly rate of $74 per hour for a minimum of 4 hours. monthly and will be due and payable within thirty (30) days frc date of invoice. miscellaneous expenses incurred by INLEX. Customer with evidence of such expenses if requested.
Expenses will be invoiced
Customer shall pre-approve all necessary INLEX shall supply
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10. SALES AND USE TAX. INLEX and Customer agree that any and all sales and/or use tax due with regard to this purchase is t sole liability of Customer. Any sales or use tax arising from this sale which is the liability of INLEX as the seller is chargeable to Customer, plus any applicable interest and penal
11. CUSTOMER OBLIGATIONS. Customerls obligations include the following:
A. Designate a Project Manager who shall be available at all times as the principal point of contact between INLEX and Customer. If Customerls Project Manager becomes unable t fulfill this obligation, the Customer shall immediately appoint a successor Project Manager.
B. Perform structural, electrical, air conditioning, and 0th necessary modifications to the designated central site, a 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 IN1 subject to mutual agreement by INLEX and Project Manager.
accordance with INLEX-supplied and approved specification
Provide suitable working space convenient to the computer site, including a desk, chair, telephone and other relate facilities.
Provide 24-hour per day access to the computer system, on which the INLEX software products reside, via Mb, ud
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 i not subject or subordinate to any right of INLEX Is creditors, 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 sett
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
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E. Provide all necessary power and telephone lines in
F.
G.
dial-up modem. pop?&$
H.
-
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appropriate course of action for each of the parties. INLEX a Customer shall equally share the expenses arising from the engagement of the arbitrator provided, however, each party sha be responsible for its own attorney fees incurred during arbitration. The decision of the arbitrator shall be final an binding.
14. PUBLICITY. INLEX shall not use in its external advertisi marketing programs, or other efforts, any data, pictures or ot
representations of the Customer except on prior written authorization.
15. CAPTIONS OF CONVENIENCE. The captions of the Paragraphs 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 it
obligations hereunder in accordance with applicable laws, rule 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 rema in full force and effect and such term or provision shall be deemed stricken.
17. NON-HIRING OF EMPLOYEES. For a period of two years form date of this Agreement, each party shall not employee any employee of the other party.
18. PATENT AND COPYRIGHT. INLEX represents and warrants that the owner of the software product/s and has the full right to deliver to Customer a license to use the software product/s an( that, on delivery to Customer, Customer shall have license and good right to use the same free from any liens, claims, charge or encumbrances, provided however, Customer shall have no righ 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 use of the software, services, supplies and materials provided under this Agreement. INLEX further agrees to pay all expense arising from such claims, suits and proceedings including cost of investigation, reasonable attorney fees, expert witness fee damages and any other litigation related expenses and shall further pay any and all royalties, settlements or judgments fo which Customer may be liable as a result of any such litigatio claims or other proceedings.
19. INSURANCE. INLEX shall hold public liability insurance f one or more insurance companies providing coverage for bodily
injury, personal injury and property damage liability in the
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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 shal also provide that the Customer, its commissions, officers, employees and agents are named as additional insureds under th
coverage afforded, that the coverage afforded is primary to an and all other coverages which may be available to Customer in connection with this Agreement, and that the insurer will prov Customer at least thirty (30) days prior notice of cancellatio or material change in coverage.
20. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond t 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 fac 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 consequential damages. Customerls database, INLEX shall be liable for the costs to restore one (1) day's data to Customerls database since Custom should be performing a database system back-up on a daily basi following the INLEX recommended procedures.
23. NOTICES. Any notices or other communication having a material effect on this Agreement shall be served in one or mo of the following manners: a) In-person delivery to the authorized officer, employ
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 servi
24. INVOICES. All invoices shall be rendered in duplicate wh due. Invoices shall be submitted to Customer and handled in a expeditious manner. Invoices shall indicate as separate items delivery charges, cost FOB point of destination, sales or use taxes, insurance, supervision or installation charges, and exc taxes, if any. This Agreement number or Customerls Purchase Order number, as specified by Customer, shall appear on all invoices. Invoices shall be delivered to:
Said insurance coverage shall be evidenced by a
Should an INLEX employee damage
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Orisinal: (Accounting Address) Duplicate: (Library Contact
Carlsbad City Library Clifford E. Lange
1250 Elm Avenue Same
Carlsbad, CR 92008
25. GOVERNING LAW. The laws of the state of California shall used to interpret this Agreement and the Uniform Commercial Cc 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 i
Attachments supersedes all proposals, oral and written, and a1 other communications between the parties relating to the subje matter thereof. follows, in order of precedence: The attachments to this Agreement are as
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
INLEX, Inc.
Joseph R. &!atthews
Authorized Representative
Title: CLAUDE A. LEWIS, Mayor
sf ~k~xxxxxxxxxxxxxxxxxxxxxxx
Date: 5/27/87
P.O. Box 1349
Monterey, California 93940 Address of Notification Office 656 Munras Ave
city State Zip
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EXHIBIT A PRICE SCHEDULE SOFTWARE PRODUCTS PURCHASE AGREEMENT
Description Amount
for Hewlett-Packard PH3000, MicroXE, including: INLEX/3000 INTEGRATED LIBRARY SYSTEM USE LICENSES
Conversion Software To convert Customers existing data formats to INLEX/3000 data structures
Patron Conversion $ 4,000.00 Title and Item Conversion 4,000.00
118,000 Records @ $100/10,000 1,180.00 Total Conversion Software 11,180.00 Less: Conversion Demo-site Discount ( 11,180.00) Total Conversion Cost
MARC Load 2,000.00
Application 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 Sub-Total Application Software 37,000.00
Total Application Software 27,000
27,000
Reports 2,000.00
Less: Application Demo-site Discount ~10,000.00~
$ CONTRACT TOTAL
Notes :
1)
2) Prices listed include installation, documentation and
All sales are subject to sales/use tax, as per paragraph of this Agreement.
training; trvel and per diem expenses shhall be billed at cost.
3) Software module listed is a PC-based module. The license includes the license fee for ggReflectionlt, a third-party software product which allows a PC to emulate a HP termin for use on the first associated workstation. Subsequest workstations are each subject to a $500 license fee. All
based modules require the use of a Personal Computer (eit a HP Vectra or IBM-PC lllook-aliken) with a minimum of 640 Kbytes CPU memory, MS-DOS operating system, one floppy diskette drive and one 20-Mbyte fixed disk drive.
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EXHIBIT A PRICE SCHEDULE SOFTWARE PRODUCTS PURCHASE AGREEMENT
(Page 2)
DescriDtion 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 $ 219.00 per per
Car Rental - compact car 55.00 per day
Per diem - per person per day
Hotel 60.00 Meals 30.00
Profiling Visit - one person for 1.5 days
Installation and training visit -
Estimated cost $ 394.00
2 people for 4 days
Estimated cost $1,258.00
TO BE COMPLETED BY CUSTOMER
Is prior authorization required before INLEX books travel?
Yes d No
If yes, by whom? Clifford E. Lane Authorizing person
Library Director Title
(619)434-2874 Phone Number
No will a Purchase Order be required? Yes X
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EXHIBIT B DRAFT IMPLEMENTATION PLAN SOFTWARE PRODUCTS PURCHASE AGREEMENT
Pa
Date Event ResDon
Anticipated
On or by
May 15, 1987 Execute this Agreement COC &
Order hardware from Hewlett-Packard COC & 1
INLEX develop suggested mapping from Customers data to INLEX/3000 system and return to CoC for review & approval
Customer send corrections and comments
INLEX
regarding data mapping to INLEX
June 1, 1987 INLEX on-site Profile visit COC & :
COC
On or by
June 7, 1987 CoC returns completed Installation
June 8, 1987 INLEX develop and test data conversion
Profile to INLEX COC
from Customer's format to INLEX/3000 format and sends results to CoC INLEX
June 15, 1987 Start data capture and store on existing
July 6, 1987 Upgrade series 48 computer hardware to
HP3000 series 48 COC
series 58. Delivered and installed additional disk drive.
Installation of INLEX/3000 and commencement of converted data loading
Training of CoC staff INLEX
HP
July 8-10 CoC & 1
Aug 8, 1987 Anticipated data loading complete
Aug 10, 1987 CoC goes live using INLEX/3000 system CoC
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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 sha 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 th 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 t INLEX/3000 system.
HEWLETT-PACKARD COMPUTER EQUIPMENT CONFIGURATION
Due to it's expanding data processing requirements, and tl needs of the INLEX/3000 system, the Customer plans to purchase HP3000 series 70 computer. The INLEX software products purcha: 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.
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EXHIBIT D PAYMENT SCHEDULE! SOFTWARE PRODUCT PURCHASE AGREEMENT
Amount Event
Upon execution of Purchase Agreement 100% of Conversion Software
25% of PHASE I Application Software Cost
$ .(
6,750.(
Upon installation of Application Software
50% of Application Software Cost
2 months after installation of Application Software
25% of PHASE 1 Application Software Cost
13,500. (
6,750.(
TOTAL CONTRACT PRICE $ 27,000.1
Notes :
1) All invoices for these payments shall have applicable sales/use tax added.
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L
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 belo subject to the rights and privileges stated herein and under t standard INLEX Software Limited Warranty. A copy of this righ to-use license should be retained by the system manager, as it
may be requested by a representative of INLEX.
2. TERM. The Customer is granted the right to use the softwa product/s listed below on a single computer system with no tim limit. The acquisition of a software update, or a software support service that provides regular software updates, grants similar license to use those updates on one computer system wi no time limit.
3. RIGHT-TO-COPY. Unless INLEX specifically grants Customer right to reproduce the software product/s, these may not be copied except for archive purposes, to replace a defective cop or for program error verification purposes without prior writt consent of INLEX.
4. OWNERSHIP. The software product/s constitutes proprietary information and trade secrets and is, and shall at all times b
and remain, the sole and exclusive property of INLEX; and the
Customer shall have no title to, or ownership of, the product/
5. SECURITY. Customer agrees not to provide or otherwise mak available any basic materials or related materials of the licensed product/s to any person other than Customer's employe 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 permittee access to the licensed product/s, to satisfy its obligations
under this License with respect to use, copying, protection anc security of the licensed product/s. Customer further agrees tc advise INLEX of any such misuse and to assist INLEX with takinc 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