HomeMy WebLinkAbout1993-05-25; City Council; 12239; CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS WITH INLEX FROM INLEX TO DATA RESEARCH ASSOCIATESk
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Cw OF CARLSBAD - AGENe BILL
MTG. 5/25/93 ASSUMPTION OF CONTRACTS WITH CITY A INLEX FROM INLEX TO DATA
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AB#- TITLE: CONSENT TO ASSIGNMENT AND DEPT. ’
DEPT. RESEARCH ASSOCIATES CITY M LIB
RECOMMENDED ACTION:
Adopt Resolution No. 9 3 0 15s consenting to the proposed assignment by INLEX to Da
Research Associates of all of INLEXS contract rights and consenting to Data Research
Associates assumption of the contract obligations of INLEX pursuant to the contracts.
ITIZM EXPLANATION:
In May of 1987, the City Council approved the purchase of the INLEX library automa
system for the Carlsbad City Library. This purchase required the execution of contrac
software products and customer support services. Additional services and software w
ad’ded in April of 1991. The system has performed well and the customer services pr
have been excellent.
Data Research Associates, Inc. is in the process of purchasing INLEX. In order for thc
purchase negotiations to be completed between the two companies, INLEX has reque
that the City consent to assign to Data Research Associates all license and maintenan
agreements currently in force between the Carlsbad City Library and INLEX. This
assignment will allow Data Research Associates to service the library upon completio
the sale of the INLEX system to Data Research Associates.
FISCAL, IMPACT:
The assignment of the current INLEX contracts to Data Research Associates does not
the agreed upon service fees.
JZIMIBITS:
1. Resolution No. 93- 15’5 consenting to the proposed assignment by INLEX to C
Research Associates of INLEXS contract rights and to Data Research Associatf
assumption of the contract obligations of INLEX.
Letter from INLEX requesting consent to assign to Data Research all license ai
maintenance agreements currently in force between Carlsbad City Library and
Existing contracts between City of Carlsbad and INLEX.
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RESOLUTION NO. 93 - 155
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, CONSENTING TO ASSIGNMENT
AND ASSUMPTION OF CONTRACTS WITH INLEX FROM
INLEX TO DATA RESEARCH ASSOCIATES.
WHEREAS, INLEX has requested that the City consent to assign to Data
Research Associates, Inc. all license and maintenance agreements currently in for1
between the Carlsbad City Library and INLEX; and
WHEREAS, the City's consent and assignment of the contracts from INLM
Data Research Associates will be the vehicle to authorize Data Research Associat
to service the City's account; and
WHEREAS, the City's consent and assignment of the contracts is necessar
for closing the sale of certain INLEX assets to Data Research Associates;
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of
Carlsbad, California, as follows:
1.
2.
That the above recitations are true and correct.
That the Mayor is hereby authorized to sign CONSENT TO ' ASSIGNMENT AND ASSUMPTION OF CONTRACTS from INLEX to Data Researc
Associates, Inc.
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PASSED, APPROVED AND ADOPTED at a regular meeting of the City
Council of the City of Carlsbad held the 25th day of MAY
following vote, to wit:
, 1993, by the
AYES:
NOES: None
ABSENT: None
Council Members Lewis, Stanton, Kulchin, Nygaard, and
ATTEST:
&& ;P &-A-
ALETHA L. RAUTENKRANZ, city cl&
(SEAL)
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April28, 1993
CARLSBAD CITY LIBRARY (CAR)
Mr. Clifford Lange, Dir.
1250 Carlsbad Village Dr.
Carlsbad, CA 92008 P.O. Box 1349 I
Monterey, CA 93942
(800) 553- 1 202
(408) 646-8600
(408) 646-10651 FAX Dear Mr- &ge:
As INLEX and Data Research Associates, Inc. work to complete
negotiations, INLEX requests your consent to assign to Data Research all
license and maintenance agreements currently in force between
CARLSBAD CITY LIBRARY and INLEX. This consent, and Data
Research’s agreement to accept your assignment, are the vehicles by
which we will authorize Data Research to service our customer accounts.
This assignment will only be effective upon closing the sale of certair
INLEX assets to Data Research.
Data Research has asked me to be in charge of operations in Monterey i
the transaction is completed. I understand that, upon completion of thc
transaction, Data Research plans on continuing customer services anc
certain development activities from the Monterey office. We expect tha
call logging will be managed through St. Louis, in order to providr
INLEX customers with a single phone number for all services.
We have provided Data Research with a list of the development project
that were discussed and approved during the 1992 INLEX User Grou
Meeting, and they have indicated an interest in meeting with the INLE
User Group Board to discuss and further refine the schedule.
To expedite the completion of this sale, we request that you complete an
return this document to INLEX in the enclosed stamped, self-addresse
envelope, as soon as possible.
Thank you for your anticipated cooperation and I look forward to OL
continued relationship.
Sincerely, ++ Judith Acting Sulsona President
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REQUEST FOR CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACT
T0:Carlsbad Citv Library (herein "CUSTOMER")
FROM: INLEX, Inc. (INLEX) and Data Research Associates, Inc. ("DM")
DATE: April 28. 1993
RE: #8706
(Account No., Contract Reference No.)
In connection with the proposed sale of its assets to DRA, INLEX requests tl
CUSTOMER consent to the assignment to DRA of all of INLEX's contract rights with respc
to the license and/or maintenance agreements listed on Exhibit A attached hereto (t
"Contracts") and to the assumption by DRA of WEX'S obligations with respect to t
Con tracts.
To expedite the closing of sale, INLEX requests that you make every effort to cornplt
and return this document to INLEX in the enclosed stamped, self-addressed envelope, as so
as possible.
Thank you for your anticipated cooperation.
INLEX, Inc.
BY
CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS
CUSTOMER hereby consents to the proposed assignment by INLEX to DRA of all
INLlEX's contract rights with respect to the Contracts, and consents to DRA's assumption of
contract obligations of INLEX pursuant to the Contracts. CUSTOMER understands a
acknowledges that the proposed assignment is contingent on DRA's acceptance of the Contra
and on the consummation of the sale of assets by INLEX to DRA.
Its MAYOR
(Title)
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REQUEST FOR CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACT
EXHIBIT A
List of all license and/or maintenance agreements currently in force as between INLEX, Inc. a
CARLSBAD CITY LBRARY
1. Software Products Purchase and Customer Support Services Agreements #8706,
May 27, 1987
2. Agreement #8706, amended on April 25, 1991
- CAR / April 28. 1993
I 0 @/kLpd&2
/------
ImLizx June 9, 1987
Clifford Lange Library Director Carlsbad City Library PO Box 1319 1250 Elm Avenue
Monterey, CA 93942 Car1sbad, CA 920°8
Dear Mr. Lange:
Many thanks for selecting INLEX as your automation vendor. All of us are extremely happy at the prospt
2930 Bendmi,l Way of having Carlsbad City Library among the growing g: Sacramento CA 95833 of INLEX users. Your fully-executed Software Produc
916-922-5279 Purchase Agreement and Customer Support Services Agreement are enclosed.
P 0 Box 35398 S’atror- E
Vancouver BC \J6M 4G5 If at any time I can personally help with the
50-263-4989 automation project, please do not hesitate to call.
408-646-9666
With best regards,
/rh
enc .
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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 th 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 da from cartridge to a standard magnetic tape for subsequent loading of the data onto the Carlsba HP 3000 computer.
June ? INLEX will deliver to Marc Covitt the software 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 tc
July 8-10 INLEX to install INLEX/3000 software. Commence
series 58.
loading the bibliographic/item database and provide training.
Oceanside Public Library. Convert and load pat data.
Aug. 12 ltCaptureft Carlsbad Publishing patron data from
Aug. 17 Start using INLEX system.
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SOFTWARE PRODUCTS PURCHASE AGREEMENT INLEX, INC.
CUSTOMER City of Carlsbad AGREEMENT NO. f7OL
It. GENERAL INTENT. INLEX, Inc. (hereinafter referred to as tlINLEXv') shall provide computer object code software product/s under use license to Customer as described by attachment to tl Agreement (See Exhibit A), plus documentation, installation ar t.raining of Customer personnel. Customer shall operate these products on a Hewlett-Packard computer to be acquired by Custc separately from this Agreement.
2. USE OP SOFTWARE. The INLEX/3000 Software License grants t Customer the use of the software product/s on a single computc system and presumes the participation of INLEX in installatior implementation, and training of the first single library and associated branches (See Exhibit 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, Schedule 1. Changes
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. 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 review and approved by INLEX as complete to operate the INLEX softwar
INLEX warrants that the site and Hewlett-Packard equipmen' s:hall be suitable for the successful implementation of the I:NLEX/3OOO 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) 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 tl building service entrance panel, c) that data cables be so row 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 electricit
S ]?PA 1 DATE/REV. : 041
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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 'computer system hardware and software not be changed from the configuration originally approved by INLEX under this Agreeme without prior written approval of INLEX.
5. TRAINING. INLEX shall work individually with user person 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 documenta and any online documentation features shall also be reviewed. addition to the individual operator training, INLEX shall con general classes about the system so that user personnel have lsasic understanding of how their work fits into the overall operation of the system. Further, INLEX shall help the user up the proper backup and systems operations procedures for ba and security. A Training Schedule shall be determined during .implementation planning.
Included in the license fees for each software product a 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 accomplish1 i-n two on-site visits. The first visit of one INLEX represen tative for 1.5 days shall include profiling and operations. I 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 list( 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 c:ost, 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. Tf
following are required and shall be completed by the Customer' assigned System Manager prior to INLEX/3000 installation and training. System Orserator This four-day course teaches entry level console operatoi 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.
SPPA 2 DATE/REV. : 04
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Svstem Manasement This five-day course is required for the HP 3000 System Manager. responsibilities of allocating and controlling system resources. The course covers the following: how to opere the system and maintain system records; how to design, implement and modify the account/group/user structure; hc 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 Programme1
Introduction!' or a "System Operator" course offered by HE
6;. MANUAIX. INLEX shall provide two (2) copies of all softwi
dlocumentation and manuals at the time the INLEX/3000 module/s installed. INLEX grants to the Customer the right to copy or cltherwise reproduce manuals and documentation furnished pursuz to this provision, for use within the scope of this Agreement
n,o additional charge. include:
The course prepares the student for the
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 informatior belonging to the other in strictest confidence, and shall neit use it not disclose it to anyone without the explicit written plermission of the other party, and that each employee of both p(arties having access to the information shall have a binding agreement to the same effect.
9. MISCEW;ANEOUS EXPENSES. INLEX shall charge the Customer expenses as incurred including but not limited to travel exper at cost and any additional assistance at an hourly rate of $7L per hour for a minimum of 4 hours. Expenses will be invoiced
monthly and will be due and payable within thirty (30) days fi date of invoice. miscellaneous expenses incurred by INLEX. INLEX shall supply
Customer with evidence of such expenses if requested.
S PPA
Customer shall pre-approve all necessary
DATE/REV. : 04 3
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:LO. SALES AND USE TAX. INLEX and Customer agree that any an
all sales and/or use tax due with regard to this purchase is sole liability of Customer. Any sales or use tax arising fro
this sale which is the liability of INLEX as the seller is chargeable to Customer, plus any applicable interest and pena
:L1. CUSTOMER OBLIGATIONS. Customer's obligations include th following:
A. Designate a Project Manager who shall be available at a1 times as the principal point of contact between INLEX an Customer. If Customer's Project Manager becomes unable fulfill this obligation, the Customer shall immediately appoint a successor Project Manager.
13. Perform structural, electrical, air conditioning, and ot necessary modifications to the designated central site,
in accordance with the site specifications as provided b 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 IN subject to mutual agreement by INLEX and Project Manager
accordance with INLEX-supplied and approved specificatio
Provide suitable working space convenient to the compute site, including a desk, chair, telephone and other relatc facilities.
Provide 24-hour per day access to the computer system, 0; which the INLEX software products reside, via *baud
Provide training facilities for each person to be trainet to include a desk or workstation and a terminal cabled tc the computer system.
1).
E. Provide all necessary power and telephone lines in
€7.
G.
dial-up modem. 'Iwyw , H.
1.2. QUIET ENJOYMENT. Customer shall be entitled to use of thc software in perpetuity, subject only to the Customer's obligations hereunder. INLEX represents that this Agreement j
not subject or subordinate to any right of INLEX Is creditors, i.f 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.
1.3. 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
SPPA 4 DATE/REV. : 04
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appropriate course of action for each of the parties. Customer shall equally share the expenses arising from the engagement of the arbitrator provided, however, each party sh be responsible for its own attorney fees incurred during arbitration. The decision of the arbitrator shall be final a binding.
14. PUBLICIW. INLEX shall not use in its external advertis marketing programs, or other efforts, any data, pictures or 0' representations of the Customer except on prior written authorization.
1.5. CAPTIONS OF CONVENIENCE. The captions of the Paragraphs this Agreement are for identification and convenience only anc are not a part of this Agreement and do not in any way limit,
define or amplify the terns 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 EKPLOYEES. For a period of two years form date of this Agreement, each party shall not employee any
employee of the other party.
18. PATEm 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 anc that, on delivery to Customer, Customer shall have license and good right to use the same free from any liens, claims, charge5
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 arid 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 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 fr one or more insurance companies providing coverage for bodily
injury, personal injury and property damage liability in the
S PRA 5 DATE/REV. : 04/(
INLEX
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amount of at least $500,000 combined single limit for each occurrencec certificate of insurance or any other form of documentation o coverage as may be issued by the insurer(s) and executed by a official of the insurer(s). In addition to the limits of coverage provided, the certificate or other documentation sha also provide that the Customer, its commissions, officers, employees and agents are named as additional insureds under t
coverage afforded, that the coverage afforded is primary to a and all other coverages which may be available to Customer in connection with this Agreement, and that the insurer will pro' Customer at least thirty (30) days prior notice of cancellatic cpr material change in coverage.
2!0. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond control of such party. Such acts shall include but not be limited to acts of God, strike, lockouts, riots, acts of war, e!pidemics, governmental regulations superimposed after the fa1 fire, communication line failures, power failures, earthquake floods or other disasters.
21. NON-ASSIGNABILITY. This Agreement may not be assigned bj elither 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. Customer's database, INLEX shall be liable for the costs to restore one (1) dayls data to Customer's database since CustoI should be performing a database system back-up on a daily bas: 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 mc 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 sewi
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 %axes, insurance, supervision or installation charges, and exc t<axes, if any. This Agreement number or Customer's Purchase Order number, as specified by Customer, shall appear on all i:nvoices. Invoices shall be delivered to:
Said insurance coverage shall be evidenced by a
Should an INLEX employee damage
SPPA 6 DATE/REV.:04
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Orisinal : (Accounting Address) Duplicate: (Library Contac
Carlsbad City Library Clifford E. Lanqe
1250 Elm Avenue Same
Carlsbad, CA 92008
:!5. The laws of the state of California shal used to interpret this Agreement and the Uniform Commercial C shall apply.
2!6. PAYMENT TERMS.
GOVERNING LAW.
As per EXHIBIT D, Payment Schedule, of this Agreement
217. ENTIRE AGREEMENT. This Agreement and its Exhibits, a.ttachments 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 sloftware product/s listed by attachment. This Agreement and .
Attachments supersedes all proposals, oral and written, and a: clther communications between the parties relating to the subjt
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. Fatthews
Authorized Representative
Title: Vice President Title: CLAUDE A. LEWIS, Mayor , I
sf ~k~xxxxxxxxxxxxxxxxxxxxxxx
Date: 5/27/87
- P.O. Box 1349 Alddress of Notification Office
city State Zip
S PPA
656 Munras Ave Monterey, California 9394C -
DATE/REV . : 0 4 7
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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
(:onversion Software To convert Customers existing data formats to INLEX/3000 data structures 4,000.00 Patron Conversion
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
- Asplication 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 27,001
CONTRACT TOTAL $ 27,00(
Reports 2,000.00
Less: Application Demo-site Discount ~10,000.00)
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 ai cost
3) Software module listed is a PC-based module. The license includes the license fee for lIReflection*l, a third-party software product which allows a PC to emulate a HP termii for use on the first associated workstation. Subsequest workstations are each subject to a $500 license fee. Al:
based modules require the use of a Personal Computer (eil a HP Vectra or IBM-PC *Ilook-alikett) with a minimum of 64(
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)
- Description Amount
Eistimated travel and per diem costs based on April 1987 price Expenses shall be billed to Customer at actual cost.
Airfare - Monterey to San Diego $ 219.00 per pe
Car Rental - compact car 55.00 per da]
Per diem - per person per day
60.00
30.00
Hotel Meals
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 X No
If yes, by whom? Clifford 5. Lane Authorizing person
Library Director
Title
(619)434-2874 Phone Number
Will a Purchase Order be required? Yes X No
m
A
EXHIBIT B DRAFT IMPLEMENTATION PLAN SOFTWARE PRODUCTS PURCHASE AGREEMENT
Anticipated P2 - Date Event Respor
On or by
May 15, 1987 Execute this Agreement COC €4
Order hardware from Hewlett-Packard COC &
INLEX develop suggested mapping from Customers data to INLEX/3000 system and return to CoC for review & approval
Customer send corrections and comments regarding data mapping to INLEX
INLEX
COC
On or by
June 1, 1987 INLEX on-site Profile visit COC &
June 7, 1987 CoC returns completed Installation
June 8, 1987 INLEX develop and test data conversion
COC Profile to INLEX
from Customer's format to INLEX/3000
format and sends results to CoC INLEX
June 15, 1987 Start data capture and store on existing HP3000 series 48
July 6, 1987 Upgrade series 48 computer hardware to series 58. Delivered and installed additional disk drive.
Installation of INLEX/3000 and commencement of converted data loading CoC &
Training of CoC staff INLEX
COC
HP
July 8-10
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 an patron files) to the required INLEX/3000 format. Customer sh provide sample paper copies of the various reports that may b used to move the data to the INLEX/3000 system. INLEX shall develop a mapping between the Customers existing system and t. INLEX/3000 system. The Customer shall have an opportunity to review and approve the mapping between the existing system an1 the INLEX/3000 system.
IABELS
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 1 needs of the INLEX/3000 system, the Customer plans to purchasc HP3000 series 70 computer. The INLEX software products purchi 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
Event Amount
Upon execution of Purchase Agreement
100% of Conversion Software
25% of PHASE I Application Software Cost
--
$
6,750.
Upon installation of Application Software
2 months after installation of Application Software
25% of PHASE 1 Application Software Cost
50% of Application Software Cost 13,500.
6,750.
TOTAL CONTRACT PRICE $ 27,000.
Notes :
1:) All invoices for these payments shall have applicable sales/use tax added.
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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 bel
subject to the rights and privileges stated herein and under standard INLEX Software Limited Warranty. A copy of this rig
to-use license should be retained by the system manager, as i may be requested by a representative of INLEX.
2. The Customer is granted the right to use the softw ]product/s listed below on a single computer system with no ti limit. support service that provides regular software updates, grant similar license to use those updates on one computer system w 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 co or for program error verification purposes without prior writ consent of INLEX.
4. OWNERSHIP. The software product/s constitutes proprietar information and trade secrets and is, and shall at all times 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 ma available any basic materials or related materials of the :Licensed product/s to any person other than Customer's employ1 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 permitt4 access to the licensed product/s, to satisfy its obligations under this License with respect to use, copying, protection ai security of the licensed product/s. Customer further agrees
advise INLEX of any such misuse and to assist INLEX with taki appropriate action to remedy same.
HEWLETT-PACKARD HP3000 CPU #
SOFTWARE PRoDucT/s : DAW INSTALLED MARC Load To be assigned Base Module (Database Control & Administration) Circulation Reports PC circulation
Bibliographic Interface Online Public Access Catalog
TERM.
The acquisition of a software update, or a software
- Dial-up Catalog
0 0
4
(CUSTOMER SUPPORT SERVICES AGREEMENT INLEX, INC.
llCUST~M~Rl* City of Carlsbad AGREEMENT NO. 8706
EFFECTIVE DATE 6-/27/ - 87
1. GENERAL INTENT. INLEX, Inc. (hereinafter referred to as lfINLEXii) will provide support services described herein to th 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 Custo
may authorize support services as a part of this Agreement or subsequent orders.
2. ELIGIBLE PRODUCTS. The Customer represents that it is th owner or licensed user of the products which are to be suppor under this Agreement.
3. ORDERS. The Customer may initially order support service commence upon the Effective Date of this Agreement and therea 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 Exhib list services being ordered and products supported, and show desired Commencement Date for services, invoicing instruction and purchase order number. Throughout this Agreement, "order:
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 obligatio furnish support services under this Agreement should repair bl required because of (1) improper use; (2) natural disasters si
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 appro' and (5) unusual shock or electrical damage, accident, fire or water damage, neglect, air conditioning failure, humidity coni failure, a corrosive or abrasive atmosphere harmful to electrc 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 bF 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, wit] additional charge to the Customer, make modifications to imprc the operation and/or reliability of the products being servicc under this Agreement.
CS-SA
The support services charges shall be adjusted
DATE/REV. : 0; 1
a 0
6. EXCLUSIONS. INLEX's support services do not include (1) operating supplies and consumables, (2) electrical work exteri
t:o the products, (3) maintenance of accessories, attachments ( 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 th:
(30) days written notice prior to any relocation of products c:overed 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 tc reflect the new location. Products moved outside the contiguc United States may continue to be serviced under this Agreement at the option of INLEX. The services to be provided and char5 for such services shall be subject to mutual agreement. 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 r location. These services, if provided, shall be at additional charge based on INLEX's standard service rates in effect at tf: time. The Customer shall furnish all labor and materials for dismantling, packing, and placement of the products in the neb 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 applicab 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 Performan Standards.
For
The minimum term of any
NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. INLEX SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AI 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/
0 e .
10. CHARGES, The charges specified by Attachment to this
.Agreement are those currently in effect. These charges may b
changed provided that INLEX has notified the Customer in writ of any increase at least sixty (60) days prior to invoicing a 'the increased rate. The Customer may prepay services up to o
(1) year in advance at INLEX's prevailing charges at time of payment. Prepaid services must have a Commencement Date not 1 than ninety (90) days after payment. Increases that would otherwise take effect during the prepaid period shall be dela; until the end of the period, but shall be effective at the st, of any subsequent prepaid period. When the Customer requests that INLEX incur commercial travel and per diem expenses becai of extended travel not included in the coverage, these expensl
will be charged to the Customer and shown as separate items ( the INLEX invoice. Unless otherwise stated in writing by INLI
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 E separate items on INLEX's invoice.
1.1. MISCELLANEOUS.
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.
B. 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 chanq the credit terms herein when, in INLEXIs opinion, tt financial condition or previous payment record of tt 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.
D. 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.
E. Stenographical, typographical, and clerical errors a
F.
ClSSA 3 DATE/REV. : 021
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12. EXHIBITS. Exhibits which are initially applicable are s 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 Authorizatior page is attached, the Customer hereby authorizes INLEX to accc clrders directly from the organization listed on that page. AI terms and conditions specified shall be applicable.
14. ATTACHMENTS.
ATTACHMENT A - Quotation #1160
15. INVOICING. Charges for support senices 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) da 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.
CSSA 4 DATE/REV. : 02/
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I
- INLEX, INC. C
Joseph R. Matthews -
E Authorized Representative
Title: CLAUDE A. LEWIS, Mayor Title: Vice President
g~~~xxxxxxxxx~xxxxxxxx~xx~xxxx Signature: ,, -L- /+ ~~,~~<-/!-
/-
Date: 5/27/87 Date: 6-2-87
P.O. Box 1134/656 Munras I 5,ddress of Notification Office Monterey, California 9394
City State Zip -
CSSA 5 DATE/REV. : 02
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I
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 w organize a Support Management Review to distribute INLEX prod information, discuss effective application software utilizati and to review progress on current application software issues
3. SOFTWARE RELEASE PLANNING. Before installation of a majo software release, INLEX and Customer will review such items a 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 d 'to the update process.
4. SOFTWARE MAINTENANCE. INLEX shall make available at no additional cost to the Customer, all later versions or releasc of modules of INLEX/3000 Integrated Library System Applicatioi Software that replace the current software, with associated documentation. Customer will accept such later versions prov that no existing system features are deleted or rendered hoperable by such later versions and INLEX shall provide to q Customer maintenance of such later versions as provided hereii
5. CUSTOMER SUPPORT CENTER. INLEX shall maintain and staff E 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 Custom Support Center. The System Manager or designated alternate m6 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 FlrOdUCtS, and in identifying problems and providing workaround if possible. Assistance may include communicating via ternina from the IMLEX site, as described in Paragraph 5. The hours c coverage for telephone assistance are 8:OO a.m. to 5:OO p.m. F or PDT, Monday through Friday, excluding INLEX holidays. Unle otherwise disclosed, INLEX's holidays will be:
CSSA/EXHIBIT A 1 DATE/REV. : 02
INLEX and Customer will together develop a
Support
0 0
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 Septeml Thanksgiving Day last Thursday in NovemL Christmas December 2 5 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 servic This service will in turn contact, via a pager or beeper, the appropriate INLEX Customer Support staff member who will conti 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 th INLEX will charge customer a fee of $500.00 plus $100.00 for e fifteen (15) minutes of the call.
7. INLEX TELE-SUPPORT SERVICES. Customer will configure thei system to permit access through a modem connection using a,,d&S quality telephone line, and provide a voice-grade telephone ne 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 tlhrough the Support Center. If this assistance does not resul 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-sit as described in Paragraph 8.
8. ON-SITE ASSISTANCE. In the event that telephone assistanc is not sufficient, it is the responsibility of the System Manac to request on-site assistance. Once on site, the INLEX supporl representative will work to completion of the task or so long i 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 softwai
products. The INLEX support representative will assist Customc by providing an object code modification (patch), or finding a workaround, if possible, which allows utilization of the systen IniplementatPon of the support representative's recommended workaround is Customer's responsibility. If INLEX determines t reported difficulty is not the result of a problem in the INLEE 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/
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9. SOFTWARE PROBLEM REPORTING. If a problem develops with installed INLEX software or update releases, it may be report
by calling customer Support Center or by submitting a Softwar 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 Customer's report of a critica software problem, INLEX may, at its discretion, provide Custc '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 Softwa Problem Report from Customer, INLEX shall provide to Customer within thirty(30) calendar days after such implementation, su revisions and/or upgrades to user manuals, operator manuals a
software documentation that have been supplied by INLEX to Customer, as may be required by Customer to effectively utili such implementation.
:LO. 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 update, item maintenance, logging, renewal, blocks, q patron registration.
(2) Class Two Software Errors shall be any failure of thl software which prevents the following non-critical operations: report printing, inquiry other than tha. specified in preceding paragraph, batch file update, parameter maintenance.
(3) Class Three Software Errors shall be any failure of 1 software not specifically listed in this Section whic has been determined by Customer not to have a significant effect on system operation. An INLEX software maintenance representative shall respor writhin four (4) hours of notification by Customer of any Softb Problem. means, what class of Software Problem exists and to report by telephone or terminal to Customer's authorized representative corrective actions to be taken. Unless otherwise mutually agreed upon, INLEX shall have, from the time of report by Customer to INLEX's designated poir 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
'ORespond" shall mean to ascertain, by appropriate
DATE/REV. : 02 CSSA/EXHIBIT A 3
a e
(3) thirty (30) calendar days to correct a Class 3 Soft 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 indic the time the report was first received at INLEX's designated point of contact, the cime an INLEX software maintenance pers responded to the report, the class of the Software Error, a description of the actions taken in response to the report, t time of the action, and the time the System was restored to G Operating Condition. The log shall be available for inspecti by Customer at any time.
12. SOFTWARE RELEASE INSTALLATION ASSISTANCE. An INLEX supp representative will, at Customer's request, assist with the installation of a major software release, either at Customer' site during standard hours of coverage or remotely, at INLEX' discretion. In the event that a Customer requests an INLEX support representative on site to assist with a software rele intended for unassisted installation, the on-site services wi lbe 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 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 nel release, the software problems it may resolve and/or cause, ai how the changes may affect Customer's particular circumstance INLEX will recommend an installation schedule to help minimizt disruption due to the update process. Installation of operat. system software, without the prior written consent of INLEX, I cause termination of Application Management Support, with or without notice.
114. SOFTWARE WARRANTIES. INLEX warrants that all Program Corrections and Modifications delivered to Customer shall be : from defects in manufacture of materials and shall not degradb the performance of nor render unusable or unavailable any
c:apabilities 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 Softwe Module. INLEX warrants that in every period of six (6) consecutive 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 who minutes by the applicable downtime coefficient, as defined in following table:
INLEX warrants that Software Maintenance and Enhancements
CSSA/EXHIBIT A -4 DATE/REV.: 02
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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 chang any part of Customer's database without the prior written approval of Customer.
16. REFERENCE MANUAL UPDATES. The System Manager will recei. two copies of the appropriate software reference manual updatc or revisions, as INLEX makes them available.
17. RESPONSIBILITIES OF CUSTOMER
A. Customer shall provide INLEX with access to and use of a1 Customer information and facilities determined necessary by I1 to provide Application Management Support.
E). Customer will maintain all associated system hardware and firmware at the latest required code revision level.
C!. Customer is responsible for maintaining a procedure exterr t:o 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. all times INLEX is performing service (on-site or by telephone INLEX personnel will not enter or remain at Customer's facilit in the absence of Customerts 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 CUstomerts system for the exclusive purpo of performing diagnostics.
CSSA/EXHIBIT A 5 DATE/REV. : 02,
A representative of Customer shall be present at the site
>
AMOUNl
ESTIMATED SHIPPING DATE SHIPPED VIA
OUANTITY
- .- -
--r> ---.j
r -+-- - i ~ - -
WE ARE PLEASED TO SUBMIT THE ABOVE QUOTATION FOR YOUR CONSIDERATION SHOULD YOU PLACE AN ORDER, BE ASSURED IT WILL RECEIVE OUR PROMPT ATTENTION
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AMENDMENT TO
SOFTWARE PRODUCTS PURCHASE
AGREEMENT
(A G R E E M E N T NO. 8706)
B 15 T W E E IN :
INLEX, INC., a corporation incorporated under
the laws of the State of California, having its head office in Monterey, California
(hereinafter referred to as flINLEX1t) ,
OF THE FIRST PART, a
- and -
CITY OF CARLSBAD, having its head office in Carlsbad, California
(hereinafter referred to as f'Customerll) ,
OF THE SECOND PART
a
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a
AMENDMENT TO
CUSTOMER SUPPORT SERVICES
AND SOFTWARE MAINTENANCE AND
ENHANCEMENTS AGREEMENT
(A G R E E M E N T NO. 8706)
B :E T W E E N :
INLEX, INC., a corporation incorporated under
the laws of the State of California, having its head office in Monterey, California
(hereinafter referred to as I1INLEXI1),
a
OF THE FIRST PART,
- and -
CITY OF CARLSBAD, having its head office in Carlsbad, California
(hereinafter referred to as l1Customerl') ,
OF THE SECOND PAR?
0
.. 0 W
RECITALS:
Whereas, on 5/27/87, Customer and INLEX entered into a 0
Software Products Purchase Agreement ("Purchase Agreement"); ar
Whereas, on 5/27/87, INLEX and Customer entered into a
Customer Support Services and Software Maintenance and
Enhancements Agreement (Agreement No. 8706) for the maintenanc
and enhancement of such Automated Integrated Library System to
obtain software maintenance, enhancements and support services
described in such Agreement, and INLEX contracted with the
customer to provide software maintenance, enhancements and
support services as described in such Agreement;
Now, therefore, in consideration of the mutual covenants,
promises and undertakings contained herein, the parties hereto
hereby agree to amend the said Customer Support Services and
Software Maintenance and Enhancements Agreement as originally
contracted on 5/27/87 as follows:
a
CS SA/AMEND/CAR 1 DATE REV. : 04/ e-
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0
ATTACHMENT A PRICE SCHEDULE CUSTOMER SUPPORT SERVICES AGREEmNT
- Description Monthly Charc
IN:LEX/3000 INTEGRATED LIBRARY SYSTEM
As originally contracted on 5/27/87
ADD
Phone-in Consulting Service (PICS)
Maintenance and Enhancements Acquisitions $ 50.
35. Acquisitions
85. TOTAL ADDED MONTHLY SUPPORT COSTS
Maintenance and Enhancements subject to sales/use tax.
- Commencement: Phone-in Consulting Service - Upon execution of this Agreement Maintenance and Enhancements - Upon installation of each software product module and free of charge for ninety (90) days
0
ament Terms: Invoiced quarterly, in advance.
CSSA/AMEND/CAR 2 DATE REV.:04/9 a-
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e
EXCEPT AS EXPRESSLY AMENDED HEREIN,
C0:NDITIONS OF THE AGREEMENT SHALL BE AND REMAIN IN FULL FORCE 2 EFFECT.
ALL OTHER TERMS AND
INLEX, Inc. -
MARY ALLEN
mthorized Representative Authorized Representative
Title: Tit1
Signature : Signatur
Date : Date: April 15, 1991
One Lower Ragsdale Drive
Monterey, CA 93940 or
P.O. Box 1349
C i t:y State Zip Monterey, CA 93942
Address of Notification Office Building #1, Suite 200
-
a
I_.
2'
i
CSSA/AMEND/CAR 3 DATE REV. : 04/! a-
4
.k a 0
EXCEPT AS EXPRESSLY AMENDED HEREIN, ALL OTHER TERMS AND
CClNDITIONS OF THE AGREEMENT SHALL BE AND REMAIN IN FULL FORCE 1
EFFECT. a
- INLEX, Inc.
- GC e30 I\/
Authorized Representative Authorized Representative
P ETEP s o IY MARY ALLEN
Tit1e:S)f myv Titlmce President
Signature: /- L%
Date: '+/*!41 Date: April 15, 1991
- 1:- €In, kc -* ShS One Lower Ragsdale Drive
Address of Notificatiori Office Building #1, Suite 200 Monterey, CA 93940 or
- f&f \ Sbd Cc4 4u06 P.O. Box 1349
City State Zip Monterey, CA 93942
a
- C!: SA/AMEND / CAR 3 DATE REV.:04 a
* k e w .
RECITALS: e
Whereas, on 5/27/87, INLEX and Customer entered into a
Software Products Purchase Agreement (Agreement No. 8706) where
th'e Customer contracted with INLEX to obtain the license to the
INLEX/3000 Software Products described in such Agreement and
1N:LEX contracted with the Customer to sell such license to the
IN:LEX/3000 Software Products described in such Agreement;
Now, therefore, in consideration of the mutual covenants,
promises and undertakings contained herein, the parties hereto
hereby agree to amend the said Software Products Purchase
Agreement as originally contracted on 5/27/87 as set forth
herein. e
S PPA/ AMEND/ CAR 1 DATE REV.: 041 a-
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a
.
EXHIBIT A PRICE SCHEDULE SOFTWARE PRODUCTS PURCHASE AGREEXENT
Des cr int.i.0 n Amount
INLEX/30OO INTEGRATED LIBRARY SYSTEM USE LICENSES
As originally contracted on 5/27/87 $ 27,000.00
ADD
Amlfcation Software
Traininq
Acquisitions 11,000.00
Training session in Monterey (2 trainees) 800.00
NEW CONTRACT TOTAL $ 38,800.00 a
AMEND
PAYMENT TERMS- application software,: Acquisitions Due upon receipt of invoice $ 11,000*00
Tra ininq : Due upon completion of training 800.00
2 DATE REV,: 04 SPPA/AMENR/CAR
a
- a 1 8 e
-I( d
w
EXCEPT AS EXPRESSLY AMENDED HEREIN, ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT SHALL BE AND REMAIN IN FULL FORCE i e EFFECT.
CITY OF CARLSBAD INLEX, Inc.
MARY ALLEN
Authorized Representative Authorized Representative
Title: Tit1
Signature: Signatur
Date: Date: April 15, 1991 I
One Lower Ragsdale Drive
Monterey, CA 93940 or P.O. Box 1349
city State Zip Monterey, CA 93942
Address of Notification Office Building #1, Suite 200
0
DATE REV.: 04/5 3 SPPA/AMEND/CAR 0