HomeMy WebLinkAbout2003-03-04; City Council; 17090; Approval of Contract: SIRSI CorporationCITY OF CARLSBAD - AGENDA BILL
AB# 17 I 090
DEPT. LIB
RELATED TRAINING AND TRAVEL, AND THE MTG- 03/04/03
DEPT. HD. TITLE: APPROVAL OF CONTRACT FOR THE
PURCHASE OF LIBRARY COMPUTER SOFTWARE,
PURCHASE OF HARDWARE CITY MGW
CITY ATTY.
RECOMMENDED ACTION:
City Council Adopt Resolution No. 2003-058 approving the contract for $275,464 for the
purchase of SIRS1 library computer software, and related training; and approving the
expenditure of $10,000 for out of state travel expense for training and education for
Information Technology and Library staff; and approving the purchase of computer
hardware at a cost of $132,000.
ITEM EXPLANATION:
The library’s current integrated automation system is 13 years old and, by today’s
standards, is obsolete. One of the objectives of the Library’s Strategic Plan for 2001 -2006
is to: “Evaluate new integrated library systems and replace the library’s current system.”
During fiscal years 2001 and 2002, and in accordance with Chapter 3.28 of the Carlsbad
Municipal Code, a Library and Information Technology staff goal team, with the assistance
of a technology consultant, developed an RFP to solicit responses from library technology
companies for a new automation system for the library. Six responses to the RFP were
received and evaluated, and a recommended vendor was selected in the Fall of 2002. The
recommended vendor to provide the new software is the SIRS1 Corporation, located in
Huntsville, Alabama, where it was founded in 1979. The SIRS1 software provides
automated support for every major library function: acquisitions, cataloging, circulation,
serials control, an enhanced catalog for public use, and a management system that
interfaces with each software module. The SIRS1 Company is recommended because its
software provides the desired functionality and the SIRS1 response was the low bid.
Also in accordance with Chapter 3.28 of the Carlsbad Municipal Code, Information
Technology staff issued an RFP for the purchase of hardware for this system. There were
three responses to the RFP. Using the City’s Best Value process, staff recommends
Systems Technology Associates to provide the hardware based on price, past experience
with the vendor, and the vendor’s relationship with the hardware vendor.
One Library staff member and one Information Technology staff member will attend basic
system training in Huntsville, Alabama. In addition, one Information Technology Staff
member will attend advanced system training. Each training session requires five days. A
Library staff member will attend the SIRS1 Users Conference in St. Louis, Missouri.
FISCAL IMPACT:
The total project cost is approximately $436,000
Funds in the amount of $304,000 are available in the Library Automation Goal Team
Budget for the purchase of the SIRS1 Corporation software, related training and travel.
PAGE 2 OF AGENDA BILL NO. 17 r 090
Travel costs are estimated to be $10,000. Funds for the purchase of the hardware,
estimated at $132,000, are available in the IT hardware replacement fund.
EXHIBITS:
1. Resolution number / approving the contract for the purchase of SIRS1 library
computer software and related training; approving expenditures for out of state travel
expense for training and education for information technology and library staff; and
approving the purchase of computer hardware.
2003-058
2. Agreement for Library Automation Software and Related Services
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RESOLUTION NO. 2003-058
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CARLSBAD, CALIFORNIA, APPROVING THE
CONTRACT FOR THE PURCHASE OF SIRS1 LIBRARY
COMPUTER SOFTWARE AND RELATED TRAINING;
APPROVING EXPENDITURES FOR OUT OF STATE
TRAVEL EXPENSE FOR TRAINING AND EDUCATION
FOR INFORMATION TECHNOLOGY AND LIBRARY
STAFF; AND APPROVING THE PURCHASE OF
COMPUTER HARDWARE
WHEREAS, the Carlsbad City Library’s integrated library automation system is
obsolete and in need of replacement; and
WHEREAS, a library and information technology staff team has selected the
SIRS1 company to provide the new integrated automation system; and
WHEREAS, training for the operation of the new integrated automation system
requires out of state travel; and
WHEREAS, the purchase of new computer hardware is necessary to operate the
new software;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the Mayor is authorized to sign the contract with the SIRS1 Corporation.
3. That the purchase of computer hardware in the amount of $132,000 is
authorized to be funded from the IT Hardware Replacement Budget.
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4. That out of state travel expense is authorized in the amount of $10,000 for one
Library staff member and one Information Technology staff member to travel
to Huntsville, Alabama, and one Library staff member to travel to St. Louis,
Missouri.
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of
he City of Carlsbad, California, at a regular meeting held on the 4th day of
MARCH , 2003, by the following vote, to wit:
4YES: COUNCIL MEMBERS LEWIS, FINNILA, KULCHIN, HALL AND PACKARD.
\IOES: NONE.
9BSENT: NONE.
ATTEST:
Page 2 of Resolution No. 2003-058
EXHIBIT 2
January 30,2003
Cliff Lange
Library Director
Carlsbad City Library
1775 Dove Lane
Carlsbad, Ca 92009
Dear Mr. Lange:
Please find enclosed two (2) signed originals of the Agreement for Library Automation
Software and Related Services, which includes Rider G - Maintenance Agreement and
iBISTRO Data Stream Subscription Services Agreement. Also enclosed per your request
is the Sirsi Corporation Authorization Certification for Stephen G. McCafferty, a
Certificate of Liability Insurance, Performance Bond and an Application for a Business
License for the City of Carlsbad.
Please sign all originals and return one (1) hlly executed contract package to Sirsi
Corporation, Attn: Stephen G. McCafferty, Manager of Contracts, 101 Washington Street
SE, Huntsville, AL 35801-4827.
Should you have any questions, please contact the undersigned at (256) 704-7000.
Sincerely, ,A
Manager of Contra&
SGWjj
Enclosures:
f
AGREEMENT FOR LIBRARY AUTOMATION SOFTWARE AND RELATED
SERVICES
SIRS1 CORPORATION 1 /9/03
GREEMENT is made and entered into as of the 7 day of , 20m, by and between the CITY OF CARLSBAD, a municipal
cordoration, ("City"), and SIRS1 CORPORATION, a corporation, ("Contractor").
RECITALS
A. City requires the professional services of a contractor that is experienced
8. Contractor has the necessary experience in providing professional
C. Selection of Contractor is expected to achieve the desired results in an
D. Contractor has submitted a proposal to City and has affirmed its
in the provision of library automation software and related services.
services and advice related to library automation software.
expedited fashion.
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A - Scope Of. Services, which is
incorporated by this reference in accordance with this Agreement's terms and
conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Professional Services Agreement will be effective for one year from the
date first above written. The City Manager may extend the term of this Professional
Services Agreement for one additional one-year period. Extensions will be based upon
a satisfactory review of Contractor's performance, the City needs, and the appropriation
of funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
The term of the Maintenance Agreement will be as specified in the Maintenance
Agreement and the term of the License will be as specified in Exhibit A, "SCOPE OF
SERVICES AND FEES. Expiration or termination of this Professional Services
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Agreement or the Maintenance Agreement will not result in the termination of the
software license in Exhibit A, 'SCOPE OF SERVICES AND FEES.
4. PROJECT SCHEDULE
It is anticipated that Contractor will complete the work required by this Agreement in
accordance with the Project Schedule, contained in Rider A. However, the Information
Technology Director may approve scheduling, equipment and similar administrative
changes, provided these changes do not increase the compensation or term, or affect
the substantive provisions, of this Agreement.
5. COMPENSATION
The total fee payable for the
Agreement term will be Two
Software License and Services to be performed during the
Hundred Seventy Five Thousand Four Hundred Sixty Four
dollars ($275,464). This amount does not include subscription services or annual
Software and Oracle maintenance renewals. The subscription services amounts will be
as specified in the Rider K, the iBlSTRO Datastream Subscription Agreement. The
Software and Oracle maintenance renewal amounts will be as specified in Rider G, the
Maintenance Agreement. No other compensation for the Software License and
Services will be allowed except for items covered by subsequent amendments to this
Agreement. The City reserves the right to withhold a ten percent (10%) retention until
City has accepted the work and/or Services specified in Exhibit "A".
Incremental payments will be made as outlined in attached Exhibit "A", Rider F.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
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7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
A. Contractor agrees to indemnify defend and hold harmless the City and its
officers, officials, employees, and volunteers, up to the limits of Contractor's
insurance, from and against all claims, damages, losses and expenses including
attorneys fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission
of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable.
B. Patent Indemnification
1. If the use of the Software provided by Contractor is alleged to violate any
patent, registered copyright, trade secret or registered trademark,
Contractor shall provide and control, with input from the City on all matters
affecting the City, defense by counsel of Contractor's choice and City shall
cooperate with said counsel. Contractor shall at its own expense,
indemnify and hold harmless the City from and against any claim, loss,
expense or judgment finally adjudicated to be owed by the City provided
the City:
1.1 promptly gives Contractor written notice of any claim known to the
1.2 provides all reasonable assistance to defend against the claim:
1.3 has not materially breached any provision of this Agreement related
to the alleged violation;
1.4 has not modified the Software, except for those modifications made
with the Contractor provided Application Programming Interfaces
or with the knowledge or consent of Contractor.
City;
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2. Contractor shall have no obligation to defend the City or to pay costs,
damages or attorney's fees for any claim based upon:
2.1 use of other than a current unaltered release of the Software if such
an infringement would have been avoided by the use of a current
unaltered release of the Software; or
2.2 the combination, operation, or use of the Software with software or
data not provided under or contemplated by this Agreement.
3. Without limiting the generality of Clauses 8.1 and 8.2, if it is determined
by any independent tribunal or court of fact or law or if it is agreed
between the Parties to the dispute that the Software by itself and used in
accordance with this Agreement infringes any USA patent, registered
copyright, trade secret or registered trademark, Contractor shall at its own
expense:
3.1 modify or replace the Software so that such infringement, is
removed; or
3.2 procure for the City the right to continue enjoying the benefit of this
Agreement; or
3.3 if the solutions in this Clause 8.3.1 or B.3.2 cannot be achieved or .
are not practical in the reasonable opinion of Contractor, then
Contractor may discontinue and terminate the License upon written
notice to the City, and Contractor shall refund to the City the
unamortized portion of the Software license fee, based upon seven
year straight-line depreciation, such depreciation to be calculated to
have commenced on the date of Acceptance of the Software.
C. The parties expressly agree that any payment, attorney's fee, cost or expense
City incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section.
D. This indemnification provision shall survive the termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V".
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10.1 Coveraqes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless the City Attorney or City Manager approves a lower amount. City, its officers,
agents and employees make no representation that the limits of the insurance specified
to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems
adequate, at Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
1 0.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
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10.3 Providina Certificates of Insurance and Endorsements. Prior to City’s execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coveraae. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. RECORD KEEPING AND AUDIT
Contractor will maintain complete and accurate records relating to Contractor’s
performance and costs incurred under this Agreement. All records will be clearly
identifiable.
During the term of this agreement and for a period of one (1) year after termination or
expiration of this agreement for any reason, the City has the right to audit either itself or
through a third party and at City’s own expense, the.books, documents, and records of
Contractor related to Contractor’s performance and costs to ensure Contractor’s
compliance with the terms and conditions of this Agreement. The scope of the audit will
be reasonably tailored to the circumstances prompting the audit, will be conducted
during contractor‘s normal business hours, and will not unreasonably disrupt or interfere
with contractor’s normal business operations.
13. Intentionally omitted.
14. NOTICES
Written notices may be telexed, cabled, telecopied, delivered by hand, or mailed by
courier, by overnight mail, or by first class registered or certified mail, return receipt
requested, postage prepaid. The name of the persons who are authorized to give
written notices or to receive written notices on behalf of City and on behalf of Contractor
under this Agreement are.
For Citv:
LIBRARY DIRECTOR
CARLSBAD CITY LIBRARY
1775 DOVE LANE
CARLSBAD CA 92009
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For Contractor: SIRS1 CORPORATION
FINANCIAL SERVICES/CONTRACTS 101 WASHINGTON STREET SE
HUNTSVILLE, AL 35801 -4827
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
15. CONFLICT OF INTEREST
City will evaluate Contractor‘s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Con’ilict of Interest Code is required
of Contractor or any of Contractor‘s employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor’s affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor’s agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor‘s agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
16. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor’s services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
17. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
18. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services and not due to the
City’s breach of Section 12 of Exhibit A, the following procedure will be used to resolve
any questions of fact or interpretation not otherwise settled by agreement between the
parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to
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both parties involved along with recommended methods of resolution, which would be of
benefit to both parties. The representative receiving the letter will reply to the letter
along with a recommended method of resolution within ten (10) business days. If the
resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the
disputes will be forwarded to the City Manager. The City Manager will consider the facts
and solutions recommended by each party and may then opt to direct a solution to the
problem. In such cases, the action of the City Manager will be binding upon the parties
involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
19. TERMINATION
Either party may terminate this Professional Services Agreement for any reason upon
ninety (90) days written notice to the other, subject to Exhibit “A,” Section ‘27,
“SURVIVAL OF PROVISIONS.’’ In addition, subject to Exhibit “A,” Section 27,
“SURVIVAL OF PROVISIONS,’’ either party may terminate this Professional Services
Agreement upon thirty (30) days’ written notice if the other has failed to comply with any
of these terms and conditions of this Professional Services Agreement and fails to
remedy the noncompliance within thirty (30) days of notice, or such other period of time
agreed upon by the parties. Upon termination of this Professional Services Agreement,
the following will also terminate: (1) the software license contained in Exhibit “A,”
Section 12; the Maintenance Agreement contained in Rider G, and the iBlSTRO
Datastream Subscription Agreement contained in Rider K.
Once the professional services required by this Professional Services Agreement are
completed and accepted by the City, the software license contained in Exhibit “A,”
Section 12; the Maintenance Agreement contained in Rider G, and the iBlSTRO
Datastream Subscription Agreement contained in Rider K will not terminate or expire
except as specifically provided for in the license and those Agreements, respectively.
Upon notification of termination, Contractor has five (5) business days to deliver any
documents owned by City and all work in progress to the City address contained in this
Agreement. City will make a determination of fact based upon the work product
delivered to City of the percentage of work that Contractor has performed which is
usable and of worth to City in having the Agreement completed. Based upon that finding
City will determine the final payment of the Agreement.
If the software license contained in Exhibit “A, Section 12 terminates for any reason,
within five (5) business days thereafter, City agrees to deliver the original and all copies
of the Software and related materials, including Upgrades, Updates, Enhancements and
derivative works. Upon Contractor’s request, City agrees to certify to having fully
complied with this provision.
Nothing in this Paragraph 19 is intended to limit any legal or equitable remedies
available to a party in the event of a breach of this Agreement by the other party.
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20. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contraptor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
21. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
23. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
24. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
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of it. In case of conflict, the terms of this Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
25. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
SIRS1 CORPORATION CITY OF CARLSBAD, a municipal
corporation of the t
L4nq s.s,+l I VP FIv*NLL J M&~&a-h#J,G 0
(print name/title) ATTEST:
City Clerk
- - - - -. .
UDE A. LEWIS, MAYOR
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If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation, Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:& E 8 U &WVCW
Deputy City Attorney
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EXHIBIT “A” 1/9/03
SCOPE OF SERVICES AND FEES
1. FURNISJ3lNG OF SOFI’WARE
Subject to the terms and conditions contained in this Agreement (including Paragraph 19, “Termination”) and this Exhibit
“A” (including Section 11, “Documentation,” and Section 12, “Software License”), CONTRACTOR agrees to provide, and
CITY agrees to purchase or license the following:
A. An irrevocable, nonexclusive, nontransferable, perpetual license to use the machine readable computer software
(the “Software”), listed in Rider C, under the terms of this Agreement, at the prices specified in Rider C.
2. CONTRACT DOCUMENTS
The contract documents are the attached Agreement for Library Automation Software and Related Services, this Exhibit “A”
and the following Riders, Sub-Exhibits, and all System documentation as set forth in Rider D, Schedule 4, and incorporated
by reference:
Rider A.
Rider B .
Rider C.
Rider D.
Rider E.
Rider F.
Rider G.
Rider H.
Rider I.
Rider J.
Rider K.
Rider L
Schedule of Activities
Intentionally Omitted
Software List, Prices
CONTRACTOR Services and Supplies, Prices
Price Summary
Payment Schedule
Maintenance Agreement
Taxes
Load Level
Optional Software and Services
Clarifications
mIsmo DATASTREAM SUBSCRIPTION AGREEMENT
Each of the following documents are incorporated by this reference as if set forth in full, and shall constitute a part of this
Agreement and in the event of any conflict in the obligation pursuant to these documents, control shall be determined in the
following order:
1. The Agreement for Library Automation Software and Related Services
2. Exhibits and Riders to the above agreement
3. Written Clarifications to SIRSI’s February 20,2002 proposal, in reverse chronological order.
4. SIRSI’s February 20,2002 Proposal and
5. ClTY’s January 15,2002 RFP and April 5,2002 RFC
Carlsbad City Library 1
3. DEFINITION OF TERMS
A. Central System: The Equipment housed in the computer site designated by CITY, including but not limited to
the server or servers, central processing unit or units, operating system software, memory, communication ports,
disk drives, and tape drives, together with associated cabinetq, cabling and power supplies.
B. Client Software: Concurrent Use Software, specifically Workmows and SmartPORT, where simultaneous
usage of the Software cannot exceed the number of licensed concurrent users.
C. Comuter Site: The site located at 1635 Faraday Avenue, Carlsbad, CA 92009 that is prepared at CITY expense
or, in the event, the City relocates its offices or Equipment, the site to which the City’s offices or Equipment are
relocated.
D. Comuter System or System: The total complement of Equipment supplied by the CITY and Software furnished
to CITY and maintained by CONTRACTOR pursuant to this Agreement, which operates as an integrated group.
The System refers to the original installation as defined by the Agreement and additions or deletions thereto by
formal contract amendment.
E. Critical Care Down System Errors: errors during Critical Care Hours due to the Software being completely
inoperable, or due to inability of the Software to correctly search the library catalog or to perform the following
circulation functions: (i) charging or discharging materials; (ii) adding, editing, or clearing patron charges or
fines; or, (iii) placing or assigning holds.
F. Documentation: refers to CONTRACTORS manuals, handbooks, and user information, regardless of format,
relating to the operation and functionality of the Licensed Software and Third Party Software.
G. Down System Errors: the Software is completely inoperable, is unable to correctly search the library catalog,
or is unable to perform critical circulation functions such as: (i) charging or discharging materials; (ii) adding,
editing, or clearing patron charges or fines; or, (iii) placing or assigning holds.
H. EEluiDment: The items supplied by CITY pursuant to Section 4 below.
I. Installation or Installation Date: The date and act of completion of the initial five (5) days of on-site training at
the ClTY as described by Rider D, following completion of migration, and loading of the CITY
bibliographic/item, patron database, circulation transaction records, and acquisition records, as provided for by
Rider D, Schedule 4, such date shall be no earlier than January 1,2003.
J. Licensed Software or Software: The applications software modules in Rider C owned by CONTRACTOR, and
licensed to CITY pursuant to the provisions of this Agreement, including machine-readable object code (not
the source code) computer programs, Documentation, any other related materials which are furnished to
CITY by CONTRACTOR for use in connection with the modules and any subsequent updates provided.
K. Live Data or Going Live, occurs after Installation of the CITY’S data and the Software is placed into
operational use for normal daily business of public interaction, including, searching the public access
catalogs, circulation, placing of holds, and technical services and acquisition functions
L. Non-conformity, Nonconformities and/or b: any function that is performed incorrectly or inconsistently
by the Licensed Software which is not in accordance with the specifications in the Contract Documents or the
Documentation, or which results in incorrect data or failure of the Software to provide the correct response.
Carlsbad City Library 2
M. Other SupportErrors: the Software is capable of productive operation but has intermittent critical function
errors, errors which require human intervention to correct or is unable to perform noncritical functions.
N. Response-time: is defined as that amount of time which elapses between the time the operator signals the
computer to perform an operation and the appearance of the first character of the results set, indicating a
System response on the workstation.
0. Service Hours: Monday through Friday from 500 AM to 500 PM Pacific Time zone, excluding the following
holidays recognized by CONTRACTOR: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day,
Independence Day (2 days), Labor Day, Thanksgiving (2 days), Christmas Eve, Christmas Day and half a day
New Year’s Eve.
P. Server Software: The Software products license for Use on one server, where no more than one instance of the
server Software shall be made available simultaneously.
Q. CONTRACTOR: The Corporation, its agents, and its subcontractors.
R. Updates or Software Updates: Software code or a Software release from CONTRACTOR, which contains
temporary or final modified code to correct errors, malfunctions or unstable functions in the Software which
affect the Software’s ability to perform in substantial accordance with its published specifications. Software
Updates may contain minor functional enhancements.
S. Upgrades or Software Upgrades: a complete reissue of the Software which contains functional enhancements
and may contain the final code modifications to correct errors, malfunctions or unstable functions in the
Software which affect the Software’s ability to perform in substantial accordance with its published
specifications. Software Upgrades may occasionally require additional computer hardware to accommodate
the enhanced capabilities.
T. Use: To cause or attempt to cause the Computer System to execute any machine-readable portion of the
Software or to make use or attempt to make use of any documentation or related materials in connection with
the execution of any machine-readable portion of the Software.
U. WebCathBistro OPAC Users or Server Software Users: Simultaneous users of Server Software licensed by
this Agreement whose number is limited by the license granted in this Agreement.
4. SITE PREPARATION AND EOUIPMENT
CITY will, at its own expense, prepare the Computer Site, including, but not limited to, providing adequate electrical power
for computer operation and CITY agrees to purchase and install equipment cabling. In addition, City will provide and install
necessary equipment to operate the System, including a separate web server and test server. City has provided
CONTRACTOR with a proposed equipment list which meets or exceeds the minimum configuration requirements specified
in Rider I. CONTRACTOR has reviewed the list and confm in writing that the equipment is sufficient for the System to
operate in accordance with the requirements of this Agreement.
5. DATA MIGRATION
CONTRACTOR agrees to extract the CITY’S data from the CITY’S current Inlex System and to convert and load these data,
as specified in Rider D, Schedule 4, into the System.
Carlsbad City Library 3
5.1
5.2
5.3
5.4
If Going Live occurs on or before June 30, 2003, CONTRACTOR will extract, convert, and load
the CITY’S Inlex System’s MARC bibliographic, item and Authority data, Patron data (including
notes and Internet authorization), Circulation transaction data (chargeshilldholds) and
Acquisitions data (that exists in both Inlex export and UNICORN import utilities) as modified by
the Library to CONTRACTOR format for the prices shown in Rider D, Schedule 1. If Going
Live occurs after June 30, 2003, CONTRACTOR will also extract, convert, and load any
additional Acquisitions data (fund cycles, vendor cycles, and order information) as mutually
agreed upon in the CITY’S policy specification detailed in the CITY’s responses to the Inlex Pre-
Installation Guide to Data Loading at no additional cost to the City.
CONTRACTOR agrees to supply the CONTRACTOR’ standard reports as well as all of the
reports specified in Rider L. Policy tables will need to be set-up accordingly in order to obtain the
reports’ desired results at the prices shown in Rider D, Schedule 1.
CONTRACTOR agrees that the above data migration services shall be performed as mutually
agreed upon in the CITY’S policy specifications detailed in the CITY’s responses to the Inlex
Pre-Installation Guide to Data Loading, and agrees to repeat them as necessary until the agreed
upon Inlex Pre- Installation Guide to Data Loading specifications are completed.
If any CITY data is lost or damaged, and such data was to be migrated in accordance with the
Inlex Pre-Installation Guide to Data Loading specification, as the result of any work performed
by CONTRACTOR or its employees, agents, representatives or subcontractors, CONTRACTOR
will at its own expense and to the extent possible, promptly replace or regenerate the data from
the CITY’S machine-readable supporting material, or obtain, at its own expense, a new machine-
readable copy of the lost or damaged data from the CITY’S data sources. CONTRACTOR will
not be responsible for expenses that are the direct result of the CITY’S failure to maintain backup
data in accordance with the CITY’s own protocols.
6. ACCEPTANCE TEST
6.1. The CITY shall have thirty (30) days (“Test Period”) from Going Live to test the Software on the Equipment to
confirm the Software and Equipment functions in substantial accordance with the specifications set forth in the
Documentation. The CITY shall either notify CONTRACTOR in writing that acceptance (“Acceptance”) has
occurred, or that the Software has not been accepted, detailing the particular functions that are not in conformance
with the Documentation. Upon receipt of such notification of any Non-conformities, CONTRACTOR shall, within
thirty (30) days, demonstrate that the Software does properly function or shall correct such Nonconformities at its
own expense and notify the CITY when such corrections are complete. Upon installation of such corrected
Software, the terms of this Section 6.1, shall govern the retest. If the CITY fails to notify CONTRACTOR within
five (5) business days after the Test Period either of Acceptance or of any Non-conformities with the specifications
within the initial or, if applicable, the last subsequent, thirty (30) day Test Period, the Parties agree that Contractor
can request that written notice of Acceptance or non-acceptance be provided from CITY and CITY will provide
such notice within fifteen (15) days. The testing, correction, and retesting process will continue until all Non-
conformities are corrected, unless the CITY or SIRS1 elects to terminate this agreement under Section 6.2.
6.2 In addition to Termination under Paragraph 19 of this Agreement, CITY may terminate this Agreement by serving
CONTRACTOR written notice to that effect, if after the initial or any subsequent Acceptance tests,
CONTRACTOR does not correct the Nonconformities. If such termination occurs, CONTRACTOR, as its sole
liability, shall refund all payments received under this Agreement within thirty (30) days after CITY has
relinquished the licensed rights granted in this Agreement by returning the Software and Documentation and any
converted data. Should the CITY elect to keep any converted data the CITY will not receive a refund for
conversion services rendered, the cost of which is $39,268.
Carlsbad City Library 4
6.3 Acceptance of Changes to System
At the CITY'S option, acceptance of new Software provided by CONTRACTOR, including but not limited to
implementation of a new or enhanced Software module or release onto the production System may also require
successful completion of each of the Acceptance Test named above in 6.1, all of which must be attempted or waived
by the Library within thirty (30) days of Going Live. If after the initial or any subsequent Acceptance tests as
described in 6.1 above, CONTRACTOR does not correct Non-Conformities in the Software configuration, or
implementation of a new or enhanced Software module or release, then the CITY may terminate the order for those
new or upgraded or enhanced Software. Upon such termination CONTRACTOR, as its sole liability, shall refund
all payments received under this Agreement for the new or upgraded hardware provided by CONTRACTOR and/or
Software configuration, or implementation of a new or enhanced Software module or release, within thirty (30) days
after the CITY has relinquished all licensed rights granted in this Agreement by returning the new or upgraded
hardware provided by CONTRACTOR and/or Software configuration, or implementation of a new or enhanced
Software module or release.
7. WARRANTY
A. SOFTWARE WARRANTY
CONTRACTOR warrants that the Software listed in Rider C will perform as described in the Contract Documents
and Documentqljon for a one year period following Acceptance, notwithstanding, should Acceptance not be
&ty (60) days following Going Live, the one year warranty period will commence on day sixty-one
(61) following Going Live. CONTRACTOR will design, code, test, document and deliver promptly and at no
additional cost to CRY, any amendments or alterations to the Software that may be required to correct errors present
and which cause the System to perform at variance with the Contract Documents or Documentation. This warranty
is contingent upon ClTY advising CONTRACTOR of such errors, in accordance with CONTRACTORS prescribed
reporting procedures, as outlined in CONTRACTOR'S Web page titled SIRSI Help Desk Support for SIRSI
Customers. Subsequent to the first year's warranty, CITY has the option of being covered under Maintenance
Agreement, Rider G.
1. CONTRACTOR will provide maintenance, support and consultation services in the use of the Licensed
Software and the previously licensed software provided by DRA, in accordance with Maintenance
Agreement, Rider G.
2 CONTRACTOR warrants the Software supports the Year 2000, provided the operating system supplied
by the equipment manufacturer supports the Year 2000. CONTRACTOR warrants for one year from
Acceptance (the "Year 2000 Warranty Period") that:
._
*'I 2.1 The Software will provide full functionality and operate without adverse effect with
respect to all dates before and after 1 January 2000 and comparisons between dates
before and/or after 1 January 2000;
2.2
2.3
The Software has specifically been designed and programmed to ensure that the Software
will provide full functionality and operate without adverse effect with respect to all dates
before and after 1 January 2000; and Comparisons between dates before and/or after 1
January 2000;
The Software has been specifically and comprehensively tested to ensure it will provide
full functionality and operate without adverse effect with respect to all dates before and
after 1 January 2000 and comparisons between dates before and/or after 1 January 2000;
Carlsbad City Library 5
2.4 The Software at Installation Date is free of known viruses, worms, Trojan horses, and any
code designed to disable the software because of the passage of time, alleged failure to
make payments due, or otherwise (except for documented security measures such as
password expiration functions);
2.5 The software is and will be general release versions that have been fully tested at
CONTRACTOR’S site in accordance with best industry practices, and are not beta or pre-
release versions, unless a beta partnership arrangement has been established by formal
agreement.
3. The CITY shall ensure that all modifications or additions to the operating system supplied by the
equipment manufacturer (including upgrades and new releases) directly obtained from the manufacturer
by the CITY, provide for support for the Year 2000. In addition, CITY shall ensure that all software not
provided by CONTRACTOR which exchanges date data or information with the CONTRACTOR
provided Software will utilize date capturing, processing and transfer formats, protocols and
methodologies compatible with CONTRACTOR’S.
B. OTHER WARRANTIES
1.
2.
3.
4.
CONTRACTOR warrants that CONTRACTOR has the right to license the Software which is described in
Rider C of this Agreement.
CONTRACTOR warrants that the Software will meet the functional performance described in the Contract
Documents and Documentation for a period of three years following Acceptance.
CONTRACTOR warrants that the System will meet the functional, performance, and reliability
specifications as detailed in the Contract Documents and Documentation and the CITY acknowledges and
agrees that the System is fit for ClTY’s intended uses when operating in accordance with the Contract
Documents and Documentation. CONTRACTOR further warrants that for the warranty period and for as
long as there is a maintenance and support agreement between the parties, the System will (a) be kee from
defaults in material and workmanship and remain in good working order; and (b) function in all respects in
accordance with the functional, performance, and reliability specifications, and other requirements of the
Contract Documents and Documentation. In the event the System does not meet these warranties,
CONTRACTOR will provide, at no charge, the necessary Software, Equipment and services to attain the
levels or standards required by this warranty.
For a period of three years following Acceptance the Licensed Software, according to CONTRACTORS
Users Manuals and within specifications as provided in CONTRACTORS documentation listed in Rider D,
Schedule 4, with a number of concurrent users equal to or less than the number of users specified by Rider
C, and during normal business conditions during normal hours of operations of ClTY in which the activities
of users are not scripted to create predefined transaction mixes for purposes of stress-testing the Licensed
Software or the response-time performance or capacity of the Licensed Software, Licensed Software shall
perform all interactive transactions with average response times of less than or equal to 3 seconds for users
whose workstations are connected to the system server via a ?loOmbps LAN segment, excluding all
batch, program loading, Boolean search, statistics gathering, and report and notice printing activities.
4.1 On demand at any time during the three years from Acceptance, and in accordance with the
specifications for allowable numbers of users and types of transactions as described above in
Section 7.B.4, CITY may conduct a thirty (30)-minute response-time test by measuring
6 Carlsbad City Library
4.2
4.3
response-times at one (1) to three (3) selected workstations in use at the same time, to
determine whether the Licensed Software is meeting the above warranted response times.
During the period of such test, the System and workstations utilized in the test shall be
operated either on the same LAN segment as the server hosting the Server Software, or on an
otherwise quiescent Wide Area Network, in order to accurately test the performance of the
Licensed Software without interference of transactions being performed with components
that are not a part of the System.
For three years following Acceptance, if Licensed Software fails to perform within the
response-time performance levels as warranted in Section 7.B.4 above, or with the functions
and capabilities described in this Section 7.B.4, CONTRACTOR will make enhancements to
the Licensed Software that are required to provide the contracted levels of performance and
functionality as specified by this Agreement, within a reasonable time frame and at no cost to
CITY.
In no case shall CONTRACTOR be bound by the warranties included in this Agreement if
any component supplied or maintained by those other than CONTRACTOR are not in
conformance to the minimum configuration requirements as specified in Rider I.
CONTRACTOR reserves the right to re-test the System without components supplied or
maintained by those other than CONTRACTOR, which were not contemplated by this
Agreement, to determine the impact of these components on the System’s performance.
5. CONTRACTOR warrants for three years following Acceptance that the central site equipment described in
Section 4, “SITE PREPARATION AND EQUIPMENT,” will support the initially Licensed Software up to
the load levels indicated in Rider I. Actual hardware performance may vary based on network, load
balances, and CITY’S unique usage patterns.
EXCEPT AS EXPRESSLY STATED ABOVE, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE SOFTWARE, WHICH ARISE BY OPERATION OF LAW OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FlTNESS FOR
A PARTICULAR PURPOSE. EXCEPT AS REQUIRED BY PARAGRAPH 9, “INDEMNIFICATION,” OF THE
AGREEMENT OR SUBSECTION 5.4, “DATA MIGRATION,” ABOVE, IN NO EVENT SHALL CONTRACTOR BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT
NOT LIMITED TO, LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR CLAIMS AGAINST THE CITY
BY ANY THIRD PARTY, EVEN IF CONTRACTOR HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF
THE POSSIE3ILITY OF SUCH DAMAGES OR CLAIMS.
8. PAYMENT SCHEDULE
A. Payments are due 30 days from receipt of an undisputed invoice. Payment is calculated on dates of delivery and as
a percentage of the total of the system price as listed in Rider E. Payments and payment percentages and
corresponding milestones are detailed in Rider F.
B. Invoices shall be submitted to Library Director, Carlsbad City Library, 1775 Dove Lane, Carlsbad CA 92009.
9. TAXATION
The City is not exempt from state and local taxes. The CONTRACTOR will collect taxes for all taxable goods and services.
Carlsbad City Library 7
10. TRAINING
CONTRACTOR will provide training sessions on the operation and use of the System for CITY personnel as set forth in
Rider D, Schedule 2, at times to be agreed upon by CONTRACTOR and ClTY and at the costs shown in Rider D, Schedule
1.
Additional training may be purchased at CONTRACTORS standard rates.
1 1. DOCUMENTATION
CONTRACTOR shall provide system documentation on CD-ROM, on-line and/or in printed form for the operation and
maintenance of the System. Such documentation shall include: CONTRACT0R.produced documentation, user manuals,
and training materials detailed in Rider D, Schedule 4.
CITY may photocopy or otherwise reproduce CONTRACTOR copyrighted CD-ROM, on-line or printed documentation and
training materials, for training or other internal uses only, provided that CONTRACTORS statement of copyright is included
on each copy. Documentation will be updated periodically, via the CONTRACTOR Customer Support Web page or online
help files for new or upgraded Software and via printed documentation for hardware (if provided by CONTRACTOR) and
will be provided at no cost to ClTY as long as the CITY has a CONTRACTOR Maintenance Agreement in effect.
12. SOFTWARE LICENSE
A. GENERAL
1. Subject to the terms and conditions of this Agreement (including Paragraph 19, “Termination”) and this
Exhibit “A” (including Section 11, “Documentation,” and this Section 12, “Software License”),
CONTRACTOR hereby grants to CITY an irrevocable, non-transferable, nonexclusive, perpetual, license to
use the Licensed Software, as listed in Rider C. This Licensed Software will consists of: (1) Server
Software, which shall reside only on the Equipment described in sSection 4, “SITE PREPARATION AND
EQUIPMENT,” or on such other equipment if replacement or repair is required, and for only up to 350,000
titles stored on the Equipment; and (2) WorkFlowdSmartpoRT client Software, which may be copied as
needed and used on a variety of computers, as long as the total number of concurrently logged users of the
WorkFlowdSmartPORT client software does not exceed the number specified in Rider C and for the
specific CITY locations and the specific institutions specified in Rider C.
2. The Server Software license is for an unlimited number of users, but for only up to 350,000 titles stored on
the server, and for the ClTY locations and institutions listed. When CITY’S system title count exceeds the
limit of 350,000 titles, ClTY agrees to pay CONTRACTOR the thencurrent difference between the price
for ClTY model (i.e., Model F) and the next available Model. When ClTY’s locations or institutions exceed
the limits herein, CITY agrees to pay CONTRACTOR the thencurrent price for the CITY locations and/or
institutions.
3. The WorkFlows Client Software license is for a quantity of unlimited concurrently logged-on users. The
SmartPORT client software license is for a quantity of 5 concurrently logged-on users.
4. Licensed Software will be the most recent general release version provided by CONTRACTOR to CITY,
pursuant to the terms of this Agreement, only in machine readable object code. CITY acknowledges that by
virtue of this License, CITY acquires only the right to use the original and permitted duplicate copies of the
Carlsbad City Library 8
Licensed Software as described herein and does not acquire any rights of ownership in the Licensed
Software, which rights shall remain exclusively with CONTRACTOR. The term of License shall
commence upon LIBRARY'S receipt and installation of the frrst module of the Licensed Software and shall
remain in force for as long as the LIBRARY has Licensed Software in its possession and is in compliance
with the provisions of this Section 12.
5. CITY agrees not to remove from the Licensed Software its applicable copyright or trademark notices.
B. PAYMENT OF LICENSE FEE
CITY agrees to pay CONTRACTOR a one-time license fee for the use of the Licensed Software in the amount
specified in Rider C hereto.
C. RIGHT TO COPY
No portion of the Licensed Software or any updates or enhancements to the Licensed Software may be duplicated by
ClTY, except that CITY may make copies of the machine-readable portion thereof for normal security backup
purposes and an unrestricted number of copies of Client software, provided that CITY does not remove from such
copies any such notice of CONTRACTORS patent, copyright, trademark, or trade secret rights.
D. TITLE TO SOFTWARE
CONTRACTOR retains ownership of all Licensed Software'and related documentation.
E. MATERIALS DEVELOPED BY CONTRACTOR OR CITY
CITY agrees that all training and procedural materials developed by CONTRACTOR in conjunction with the
Licensed Software shall be the property of CONTRACTOR. CITY further agrees that additions and supplements to
the Licensed Software which may be developed for CITY through the reimbursed or unreimbursed efforts of
CONTRACTOR employees or agents shall be the exclusive property of CONTRACTOR. All software developed
by CITY, acting without CONTRACTOR, which does not modify CONTRACTORS Software, shall be the
exclusive property of CITY.
E PROPRIETARY RIGHTS
CONTRACTOR retains for itself, and CITY acknowledges that CONTRACTOR so retains, all proprietary rights in
and to all designs, engineering details, and other software pertaining to the System, and any ind all such Systems.
The Licensed Software shall be deemed trade secrets of CONTRACTOR. CITY retains for itself, and
CONTRACTOR acknowledges that CITY so retains all proprietary rights to all bibliographic, authority,
acquisitions, circulation and patron-related data files supplied or created by CITY in the course of implementing and
operating the System.
G. PROTECTION OF PROPRIETARY INFORMATION
CITY recognizes and agrees that all Software and updates of Licensed Software which are provided to CITY:
1. are considered by CONTRACTOR to be trade secrets of CONTRA(JT0R
2. are furnished by CONTRACTOR to CITY in confidence; and
Carlsbad City Library 9
3. contain proprietary and confidential information, collectively referred to as “CONTRACTOR’S Proprietary
Information”.
CONTRACTORS placement or non-placement of a copyright notice on any portion of any Licensed Software or
any update to such Licensed Software will not be construed to mean that such portion has been published and will
not derogate from any claim that such portion is a trade secret or contains proprietary and confidential information of
CONTRACTOR.
ClTY agrees to hold all such Licensed Software, Upgrades, Updates and enhancements to the Licensed Software in
confidence at least to the extent that it protects its own similar confidential information and to take all reasonable
precautions consistent with generally accepted standards in the library automation industry to safeguard the
confidentiality of such information, subject to the California Public Records Act and except as otherwise required by
law or court order. The obligations of this paragraph will survive the termination of this Agreement.
In the event the ClTY receives a request under the California Public Records Act for CONTRACTORS Proprietary
Information, the CITY will promptly notify CONTRACTOR. Within five (5) days after receiving the notification,
CONTRACTOR will inform the CITY whether CONTRACTOR objects to disclosure of the requested information.
If CONTRACTOR does not object to disclosure or if CONTRACTOR fails to respond to the CITY within five (5)
days, the CITY will be relieved of its confidentiality obligation with respect to the requested information and may
release the requested information.
If CONTRACTOR does object to disclosure, then the CRY will decline to produce the requested information and
CONTRACTOR will indemnify, defend, and hold the ClTY harmless from and against all claims, damages, costs of
litigation and attorney fees arising out of the declination.
H. ACCESS TO SOURCE CODE
If CONTRACTOR, whether directly or through a successor or affiliate shall cease to be in the information
management software business, or if CONTRACTOR should be declared bankrupt by a court of competent
jurisdiction, or if CONTRACTOR applies for or seeks the protection of a bankruptcy court and does not provide
maintenance services as stipulated herein to CITY, CITY shall have the right to access, for its own and sole use
only, for maintenance use only, one copy, in printed and digital form, of the source code to CONTRACTORS
Software listed in Rider C. Each source program supplied to CITY under this paragraph shall be subject to each and
every restriction on use set forth in this Agreement, and CRY acknowledges that the source programs and their
associated documentation are extraordinarily valuable proprietary property of CONTRACTOR and will be guarded
against unauthorized use or disclosure with great care. CITY hereby waives any claims whatsoever to ownership or
part ownership in the licensed source code or any modification made to it.
I. OWNERSHIP OF DATA
CONTRACTOR disclaims ownership of all bibliographic, authority, item, fine, patron, and other data loaded to,
created andor entered into the database of CITY or supplied to CONTRACTOR by CITY. CONTRACTOR shall
not, without CITY’S written consent, copy or use such records except to carry out the contracted work, and will not
transfer such records to any other party not involved in the performance of this Agreement, and will return submitted
records to CITY upon completion of the work hereunder.
ClTY shall have the right, without consent of CONTRACTOR, to extract such data (including but not limited to
bibliographic, item, authority, patron, loans, fines, order, vendor, fund accounts, and invoice data) in industry
MARC formats where applicable or in flat ASCII format, using CONTRACTOR or UNJX (if available) utilities.
CONTRACTOR will provide as part of the Maintenance Agreement, Rider G, customer service assistance in the use
Carlsbad City Library 10
of the utilities, at no additional cost to CITY, unless CONTRACTOR is requested to do the work. CITY may at its
option use other CITY determined utilities to extract data.
13. PATENT AND COPYRIGHT PROTECTION
CONTRACTOR represents and warrants to CITY that the Software furnished under this Agreement does not violate any
U.S. patent or copyright or any trade secret of any third party, of which CONTRACTOR is aware.
14. LMITATION OF LIABILITY
CONTRACTORS LIABILITY TO CITY AND CITY’S SOLE REMEDY AGAINST CONTRACTOR FOR A CLAIM OF ANY KIND ADDRESSED IN PARAGRAPH 9, “INDEMNIFICATION,” OF THIS AGREEMENT OR IN SECTION 5.4,
“DATA MIGRATION,” ABOVE OR IN SECTION 12.G, ‘‘SOFTWARE LICENSE’ ABOVE, SHALL NOT EXCEED
THE AMOUNT OF THE INSURANCE COVERAGE REQUIRED BY PARAGRAPH 10, “INSURANCE,” IN THIS
AGREEMENT. ALL OTHER DAMAGES OR BREACHES OF OBLIGATIONS, INCLUDING THOSE IMPOSED
UPON CONTRACTOR BY THESE CONTRACT DOCUMENTS, SHALL BE LIMITED TO THE AGGREGATE OF
FEES PAID TO CONTRACTOR FOR THE PRODUCTS AND SERVICES DELIVERED HEREUNDER.
15. SOFTWARE ENHANCEMENTS
A. CONTRACTOR may provide, from time to time as part of the Maintenance Agreement, Rider G
modifications of the construction andor design of the Equipment and/or the Licensed Software. CONTRACTOR
will provide CITY the necessary installation software and CITY shall be able to install the said modifications at their
convenience. CONTRACTOR personnel will be available during normal business hours for consultation should
CITY encounter difficulty installing the modifications. In the event that CONTRACTOR provides such
modifications to CITY, CONTRACTOR shall supply documentation which shall be sufficient for the use and
operation of the System by ClTY.
B. CITY understands that all releases must be installed separately and that new enhancements, and some bug
fmes, are not available without accepting such releases. Bugs which affect the functionality, performance, or
reliability requirements of the Contract Documents will be fixed without requiring acceptance of a new
enhancement.
C. If CONTRACTOR changes the Software capabilities beyond those required by the Contract Documents and
any amendments, CITY has the option to accept or reject the installation and use the Software changes. If ClTY
elects to install and use the added Software functions or capabilities, ClTY shall be responsible for the costs
associated with the purchase, installation, and maintenance of the computer hardware necessary to operate them.
D. If ClTY does not elect to install and use the added Software functions or capabilities, CONTRACTOR
agrees to continue to provide software maintenance as prescribed in this Agreement for a period of at least two (2)
years from the date of notification by CITY of its decision not to install and use the added software functions,
provided CITY continues to have a valid maintenance agreement with CONTRACTOR.
16. MAINTENANCX
CONTRACTOR and CITY hereby enter into an agreement for maintenance of the System described in the Maintenance
Carlsbad City Library 11
17. ClTY RESPONSIBLlTIES
ClTY will provide adequate and timely support or information with regard to its administrative, operational and management
procedures, and any data necessary to effectively complete installation or implementation of the System. Once Installation
has occurred, CITY will manage and operate the System
18. FOREIGN COMPONENT AND NETWORK INTERFACE
CRY is hereby authorized to connect the System to its wide area network via an Ethernet IEEE 802.3 network device
supplied by the CITY or a vendor other than CONTRACTOR, provided said equipment will not adversely affect the
operation and performance of the System and CONTRACTOR is notified in writing of such equipment. CONTRACTOR
will advise, at no extra cost to CRY, regarding the compatibility and installation of the proposed equipment with the System
while CITY is under warranty or CONTRACTOR Maintenance Agreement attached hereto as Rider G. CONTRACTOR
will not be responsible for maintenance support of a foreign component.
19. NO WAIVER
No waiver of any breach of any term or condition of this Agreement shall be construed to waive any subsequent breach of
the same or any condition of this Agreement.
20. FORCE MAJEURE
Force Maieure. Neither party will be liable for any failure or delay in the performance of its obligations under
this Agreement (and the failure or delay will not be deemed a default of this Agreement or grounds for termination) if
both of the following conditions are satisfied: (1) the failure or delay could not have been prevented by reasonable
precautions, and cannot reasonably be circumvented by the non-performing party through the use of alternate sources,
work-around plans, or other means; and (2) the failure or delay is caused, directly or indirectly, by fire, flood, earthquake,
hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, court
order, or other circumstances beyond the non-performing party's control (excluding acts or omissions of the non-
performing party's vendors or subcontractors).
Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event"), the non-
performing party will be excused from any further performance of those obligations under this Agreement affected by the
Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to
use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without
delay.
Upon the occurrence of a Force Majeure Event, the non-performing party will immediately notify the other party
by telephone (to be confirmed by written notice within two (2) days of the failure or delay) of the Occurrence of a Force
Majeure Event and will describe in reasonable detail the nature of the Force Majeure Event. If any Force Majeure Event
prevents CONTRACTOR from performing its obligations for more than thirty (30) days, the City may terminate this
Agreement without further obligation to CONTRACTOR.
Carlsbad City Library 12
Labor shortages, strikes, slow-downs, walkouts, lockouts, industrial disturbances, and other labor disputes do not
constitute "Force Majeure Events" and are not excused under this provision.
2 1. PUBLICITY
CONTRACTOR agrees to submit to CITY all press releases, advertising, sales promotion, and other publicity matters related
to any product furnished by CONTRACTOR to CITY wherein CITY'S name is mentioned. CONTRACTOR shall not
publish nor knowingly permit to be published any such material without the prior written consent of CITY, which may be
withheld in the CITY'S sole discretion.
22. SEVERABILlTY
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired.
25. HEADINGS NOT CONTROLLING
Heading and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
26. FAITHFUL, PERFORMANCE/WARRANTY BOND
Concurrent with the execution of the Agreement and at the fee detailed in Rider D, CONTRACTOR agrees to
provide a faithful perfonnance/wmanty bond in a form acceptable to the City Attorney. The amount of the bond
must be for one hundred percent (100%) of the fees to be paid under the Contract Documents. The bond will extend
in full force and effect and be retained by the CITY for the initial one year term of this Agreement, during the
Software Warranty Period, and until all warranty repairs are completed to the satisfaction of the CITY.
The bond must be placed with a surety insurance carrier admitted and authorized to transact the business of
insurance in California and whose assets exceed its liabilities in an amount equal to or in excess of the amount of the
bond. The bond is to contain the following documents: (a) an original or certified copy of the unrevoked
appointment, power of attorney, by-laws, or other instrument entitling or authorizing the person who executed the
bond to do so; (b) a certified copy of the certificate of authority of the insurer issued by the insurance commissioner;
(c) a certificate from the San Diego County Clerk indicating that the certificate of authority of the insurer is not
surrendered, revoked, canceled, annulled, or suspended; and (d) copies of the insurer's most recent annual statement
and quarterly statement filed with the Department of Insurance.
27. SURVIVAL OF PROVISIONS
All provisions of this Agreement that by their nature would reasonably be expected to continue after the expiration
of this Agreement and Exhibit "A" will survive the expiration of this Agreement and 'Exhibit A", including, without
limitation, those pertaining to:
AGREEl"
6. Status of Contractor
9 .Indemnification
12. Record Keeping and Audit
Carlsbad City Library 13
1 9. Termination
EXHIBIT A
11 Documentation
12. License
14. Limits on Liability
16. Maintenance
All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination
of this Agreement or Exhibit “A” will survive the termination of this Agreement or Exhibit “A,” including, without
limitation, those pertaining to:
AGREEMENT
6. Status of Contractor
9 .Indemnification
12. Record Keeping and Audit
19. Termination
EXHIBITA
14. Limits on Liability
Carlsbad City Library 14
RIDER A
SCHEDULE OF ACTIVITIES
Within 10 days of Agreement execution, the following tentative Schedule of Activities and dates will be mutually
finalized.
Date
Week 1
Week 2
Week 3
Week 4
Week 5
Week 5
Week 6
Week 7
Week 8
Week 9
Week 10
Week 10
Week 11
Week 12
Milestone
License agreement completed and 4 - character code
assigned for both test and production servers.
Customer received CD ROM of documentation
Access to Customer Support page established and
regular Project Management calls begin
Evaluate site for installation readiness by
completing: Pre-Installation Guide to Hardware.
Begin cable and site preparation. Information on
cabling and site preparation can be found in Pre-
Installation Guide to Configuring Hardware: Site
Preparation.
Reports run for data mapping information and
custom Pre-Installation Guide to Data Loading is
prepared incorporating customer data.
Project Coordinator Pre-Installation site visit
Milestone 1.
Call with SIRSI Systems Manager, Project Manager
and Customer Implementation Team
Completed Training Preparation Guide returned
Unix Kernel Parameters are set and SIRSI account
and files are created. See your Pre-Installation Guide
to Configuring Hardware- “If you are not buying
your host computer from SIRSI”. The operating
system parameters indicate minimum values
required for Unicorn. Additional parameter tuning
may be needed depending on the requirements of
your platform and other application programs
mounted on it.
Returns a completed copy of the Pre-Installation
guide to Configuring Hardware: Hardware
Questionnaire.
Schedules a “Meet the Trainer” call to introduce
your trainer and to discuss training schedule.
Returns a completed copy of the custom Pre-
Installation Guide to Loading Data.
Extracts all data specified in your contract that will
be loaded for initial installation.
Completed by
CustomerlSlRSI
Customer
SIRSI/Customer
Customer
Customer
SIRS1
Customer/SIRSI
Customer/SIRSI
Customer
Customer/SIRSI
Customer
SIRS1
Customer
SIRS1
1
Week 12 Returns completed copy of policies
Friday
Week 13 Test and Production Server connectivity is tested
and the environment for our software is assessed.
Week 13 Completes quality control check of software
Friday
Week 14
Software tape is shipped.
Friday
Week 15 Software files are copied onto server.
Tuesday
Week 15
Week 16
Week 16
Week 16
Extraction of all data specified in your contract that
will be loaded for initial installation.
Installs software on Customer’s test system
Milestone 2.
Sets up training area:
o Sets up workstations.
o Installs Unicorn client software.
o Attaches printers.
o Faxes diagram of training area to SIRSI
Works with SIRSI technical analyst assigned to your
team to test workstations.
Web services tested
Week 16
Completes data loading preparation
Friday
Week 17
Week 18
Week 18
Week 18
Friday
Week 19
Loads and indexes all data to create a test load of
customer data.
Training preparation week:
o Training materials distributed
o Documentation review
o Review of training plans with trainer
Reviews data loading report
Completes quality control check of data
Customer
SIRSYCustomer
SIRS1
SIRS1
Customer
SIRS1
SIRS1
Customer
Customer/SIRSI
Customer/SIRSI
SIRS1
SIRS1
Customer
Customer/SIRSI
SIRS1
First week of on-site training on test server:
Day 1: System reviewEssentia1 Unicorn Skills
Day 2: Circulation
Day 3: Cataloging and Authority
Day 4: Reports
Day 5: Essential Administration
SIRS1
2
Installation
Milestone 3.
Week 20 Review test data and conduct in-house training on customer
test server
Week 2 1 1’‘ System Administration training in Huntsville Customer
Week 2 1
Monday
Week 2 1
Week 2 1
Tuesday-Thursday
Week 21
Thursday
Week 21
Friday
Week 22
Monday
Week 22
A new full extract of bib and item records will be
ftp’d to the customer’s server
Self-check machines configured for Unicorn
Completes final load of the bib and item file.
NOTE: If customer has serials or acquisition data
this time period will be expanded.
Extracts patron and circ data and ftp”s to customer’s
server.
Reviews bibliographic data and prepares for “Going
Live”
Customer on StandAlone.
Load patron files.
Monday
Week 22 Load circulation files.
Tuesday
Week 22
Wednesday
Week 27
Week 27
Week 27
Going Live. Load standalone transactions. Library goes “live” with their new system SIRS1 consultant on site
Milestone 4.
Second week of on-site training:
Day 1: Serials
Day 2: Serials
Day 3: Acquisitions
Day 4: Acquisitions
Day 5: Materials Booking
2” System Administration training in Huntsville
Acceptance
Milestone 5.
SIRS1
Customer
SIRS1
SIRS1
Customer
Customer
SIRS1
SIRS1
Customer/SIRSI
SIRS1
SIRSI/Customer
Customer
3
RIDER B
DESIGNATED EQUIPMENT TO BE PROVIDED BY CITY
Intentionally Omitted. Refer to Exhibit “A”, Section 4
4
RIDER C SCHEDULE 1
SOFTWARE AND SUBSCRIPTION LIST, PRICES
Server License (Up to 350,000 Titles) and Client Software and library locations Monthly
Maintenance
Charge Quantity Product Product Description Number
Purchase
Price
$1,735 1 U-OASI-F UnicornOASIS Bibliographic Database System $128,73 1
for up to 350,000 titles
Oracle Version 9i Standard Management
Package to run on the production server. (2 processors)
$ 15,000
Oracle First Year Annual Maintenance (Oracle $ 2,850 requires this fee to be paid in advance. Annual
maintenance fees thereafter are set by Oracle)
Cataloging System (wl Authority Control) Included Included
Included
Included
Included
Included
Acquisitions and Fund Accounting Included
Electronic Data Interchange (EDI) Included
Serials Checkin and Control Included
OPAC System (iBistro Suite: Included includes Public Access Catalog, World Wide Web Catalog Interface, User Request & Information
Module, Information Gateway (telnet, WWW,
239.50 client), My Favorites, Most Popular, Buy Now, Announcements, Community Infonnation support, ReferenceLibrarim (unlimited users)
Circulation Control with Inventory Control and Circulation Backup 1 Included Included
Materials Booking Included
Included
Included
Included
Included
Included
OutREACH Services
Management Information System I Report Generator
Included Included 1 239.50 Version 3 Server (TZIGIBath Profile compliant)
SmartPORT 239.50 Cataloging Clients Included
35,000
Included
459
5
unlimited WorkFlows Staff User Licenses
Interlibrary Loan Management System
[2002 release] 12,200 157
TESTSYS Model F Tesflraining System License 28,194 181
5
1
1
Quantity
1
RIDER C
SCHEDULE 1 SOFTWARE AND SUBSCRIPTION LIST, PRICES WONT.)
U-AA
U-FLS-F
SELFCKS
Product
Number
U-IBISTRO-
SUB-PL
Oracle Version 9i Standard Edition
Management Package (1 processor)
Oracle First Year Annual Maintenance
(Oracle requires this fee to be paid in
advance. Annual maintenance fees thereafter
are set by Oracle)
Additional Branches @ $1,500
Spanish Language OPAC Interface
Selfcheck Interface, each
Product Description
iBistro Data Stream optional subscription for
an estimated 95,000 registered patrons. The
prepaid purchase price will not increase if the
number of registered patrons exceeds this
estimate. Includes content data base
enrichment with Hot Sites, Best Seller Lists,
Reviews, Summaries, Table of Contents,
Author Biographies, First Chapter, Cover
Images and Annotations, and Fully Cataloged
Web Sites, all updated automatically on a
monthly basis.
Subtotal Applications Software, Subscription and Utilities
LIBRARY and IT Locations:
Carlsbad City Library
1775 Dove Lane
Carlsbad, CA 92009
Georgina Cole Library
1250 Carlsbad Village Drive
Carlsbad, CA 92008
Centro de Informacion
Carlsbad, CA 92008
Adult Learning Program
Carlsbad, CA 92008
$7,500
$ 1,425
4,500
6,150
3,000
Purchase
Price
47,500
Five years
prepaid
66
69
17
Monthly
Maintenance
Charge
$292,050 $2,684
Carlsbad City IT Department
Carlsbad CA 92008
6
RIDER D
SCHEDULE 1 CONTRACTOR SERVICES AND EXPENSES. PRICES
Data Loading and Training
Quantity Product
Number Product Description
Monthly
Purchase Maintenance
Charges Price
Sirsi Project Management Package $39,268 MA
Includes:
0 Sirsi Team including Project Manager,
Database Specialist, System Engineer, and
Trainer, responsible for all remote
Software installation, setup, and
configuration assistance and policy
generation
0 MARC Bibliographic and Item Data
Extraction, Conversion and Load
0 MARC Authority Data Extraction,
Conversion and Load
0 ASCII Patron Record Extraction,
Conversion and Load
Circulation Transaction
(Charges/Bills/Holds) Extraction,
Conversion and Load
Acquisitions Data (Orders, Funds,
Vendors) Extraction, Conversion and Load
3 Days
5 Days
5 Days
5 Days
1 Trip
S-IMPLE-3DY 3 Day Session On-site Pre-Installation 4,100 NIA
Consultation
S-EDUOS-WK Onsite Staff Education (Basic System 6,125 N/A
Modules)
S-EDUOS-WK10 Onsite Staff Education (Acquisitions, Serials, 6,125 NIA
other additional modules)
Onsite Reports Consultation included NIA
SIRS1 Consultant Travel and Expenses for on- Actual To be
site Reports Consultation Visit, not to exceed billed
$3,000
7
3 Trips
RIDER D
SCHEDULE 1
CONTRACTOR SERVICES AND EXPENSES, PRICES (CONT.)
3 Days S-EDUHU-
UAUN
2 Days S-EDUHU-
SAAD
5 Days S-EDUHU-AF'I- 5v
Sirsi Trainer Travel and Expenses, not to Actual To be
exceed $9,OOO billed
Three Days System Administrator Training (in 1,500 NIA
Huntsville) for two system operators
Two Days Advanced System Administrator
Training (2 people Fee excludes travel &
expenses. Class is held at SIRSI's training
facility in Huntsville.)
Server API Training - UNIX (5 day class for
one. Fee excludes travel & expenses. Class is
held at SIRSI's training facility in Huntsville.
Test System Project Management
Test System MARC Bibliographic Record
Loading
Test System MARC Authority Record
Loading
Test System Patron Records Loading
Test System Acquisition Records Loading
Test System Circulation Records Loading
Performance Bond (Effective for one year,
Software Warranty period)
800
3,000
2,250 NIA
450 NIA
450 NIA
450 NIA
450
450
$9,878
Subtotal: CONTRACTOR SERVICES AND EXPENSES $75,296 NIA
a
RIDERD SCHEDULE 2 TRAINING/EDUCATION SERVICES DETAIL
On-site TraininglEducation will be provided in 2 separate 5-day sessions:
This training is at a central site designated by CITY.
This training will provide hands-on training for up to 12 individuals.
Three Days System Administration Training for 2 CITY Staff to be held in Huntsville, AL:
This class focuses on the use of all management utilities, tailoring the system through policies, the OPAC
Manager, the Gateway Manager, basic reports, and system administration.
Each class participant will be responsible for travel and expenses.
Two Days Advanced System Administrator Training FOR 2 CITY STAFF is held at SIRSI's training facility in
Huntsville, Alabama
Audience: Suggested for full-time Unicorn Administrators in environments where Unicorn needs
to be highly customized through configuration
Topics:
Entry IDS and formats
Custom indexes and indexing
Advanced policy configuration
Advanced OPAC manager configuration
NOTE: Unicorn Administration is a prerequisite.
Server MI Training - UNIX (5 day class for one CITY STAFF is held at SIRSI's training facility in
Huntsville, Alabama)
Application Program Interface or API (UNIX)=
5 Days
Topics:
Retrieving and modifying database information
Creating transactions for the API server
Creating custom reports
WebCAT custom pages
Data loading and extraction
NOTE: Unicorn Administration and Advanced Administration are prerequisites.
9
IUDER D
SCHEDULE 3 INSTALLATION SERVICES DETAIL
CITY will install all Equipment and Operating Systems according to the schedule and
procedures outlined in RIDER A - SCHEDULE OF ACTIVITES. Telephone configuration
guidance provided by CONTRACTOR to assist CITY in the installation of HP Systems.
CONTRACTOR will install the Oracle RDBMS and the Application Software according to the
schedule and procedures outlined in RIDER A - SCHEDULE OF ACTIVITIES.
CONTRACTOR will supply HI? UNIX system kernel configuration to CRY staff and will load
data according to the schedule and procedures outlined in RIDER A - SCHEDULE OF ACTIVITES
10
RIDERD
SCHEDULE 4
SIRS1 DOCUMENTATION
One set of complete user documentation on CD-ROM is provided with the Software, including:
Training Guides (includes System Administration Guide)
Re-installation Guides
Record Formatting Guides
On-line Help Files
11
RIDER E
PRICE SUMMARY
Description Purchase Price
~~ ~
Software and Subscriptions SUBTOTAL $292,050
Services and Expenses SUBTOTAL $75,296
Discount ($22,728)
Tax (7.75 percent) on Software (less iBistro Subscription) 18,621
12
RIDER F
PAYMENT SCHEDULE
The payment terms are as follows:
Contractor will bill upon completion of the following milestones: Milestone 1. Project Coordinator Pre-Installation Visit 20% of total Purchase price
Milestone 2. Software is installed on test server 30% of total Purchase price
Milestone 3. Completion of first week of on-site Training 10% of total Purchase price
Milestone 4. Going Live 20% of total Purchase price
Milestone 5. Acceptance 20% of total Purchase price within 30 days after Acceptance.
13
RIDER G
MAINTENANCE AGREEMENT
1. Provisions for Maintenance Services
In consideration of the payment of the services fees, listed in Exlubit A, SIRSI agrees to provide CITY, and CITY agrees to pay for the services described in RIDER G (hereinafter referred to as Maintenance Agreement), and subject to the following terms and conditions.
The term of the Maintenance Agreement shall be for a period of one (1) year, commencing on the
completion of the one-year warranty period, and CITY shall have option to renew for four (4) additional,
successive one (1) year periods. SIRSI may increase annual charges upon each renewal, such increases will
not exceed 6% (six percent) per year.
3. Subcontractors
SIRSI hereby accepts full responsibility for the obligations outlined by this Agreement.
4. Diagnosis of Problems
SIRSI shall maintain technical personnel stationed at its facilities for purposes of providing a telephone
customer service to report problems and discuss questions about operations. For diagnosis of problems,
SIRSI technical personnel shall be able to access the CITY'S system via CITRIX (version 1.5 through 2.0).
5. Hours
Service hours are Monday through Friday from 5:OO AM to 5:OO PM Pacific time, excluding the following holidays
recognized by SIRSI:
New Year's Day Thanksgiving Day (2 days) Martin Luther King, Jr. Day Christmas Eve
Memorial Day Christmas Day Independence Day (2 days) New Year's Eve (1/2 day)
Labor Day
SIRSI or may designate other holidays each year (e.g. When Christmas falls on a Saturday, Friday would be designated
as a holiday.)
14
RIDER G
MAINTENANCE AGREEMENT (CONT.1
6. Maintenance resuonsibilities
A. Maintenance on Licensed Software
(1) Products covered are detailed in Rider G, and include maintenance for the BISTRO datastream
subscription service, for as long as the CITY has an Bistro Datastream Subscription Agreement.
(2) SIRSI will provide CITY with any improvements or modifications or Updates or Upgrades
(“Enhancements”) to the Software which are announced by SIRSI to be generally available without charge to
all users of the Software, including all related on-line documentation. CITY agrees to install or load on test,
Web and production servers the Enhancements, with the assistance of SIRSI, at CITY’S discretion if
appropriate.
(3) During the term of agreement, SIRSI will correct any programming error which is attributed to SIRSI and
which is at variance with Contract Documents or Documentation. Such correction, replacement, and service
will be promptly accomplished after CITY has notified SIRSI of any such error in accordance with SIRSI’s
reporting procedures, detailed in the SIRSI Customer Support Web page.
CITY agrees to provide SIRSI with audit trails and other data, and with sufficient support and test time on
CITY’s computer system to duplicate the problem, and try to verify that the error has been fixed.
(4) SIRSI shall have no obligation to provide assistance in correcting errors or problems arising in connection
with any modifications or alterations of the Licensed Software which have been made by or on behalf of
CITY without SIRSI’s express written consent.
(5) CITY agrees to reimburse SIRSI for any out-of-pocket expenses incurred by SIRSI in connection with
duties performed at CITY’s request beyond those covered by this Agreement, including travel to and from
CITY’s site, lodging, meals, telephone and shipping.
(6) Enhancements as may be provided under this Agreement shall remain the proprietary property of SIRSI.
Any such programming and documentation provided shall be subject to Section 12, “SOFTWARE
UCENSE’ of EXHIBIT “A” of the Library Automation Software and Related Services Agreement between
SIRSI and CITY.
(7) Charges for maintenance on each software module after Installation shall commence upon completion Of
the one year warranty period.
(8) CITY’s exclusive remedy for any defect in the Software for which SIRSI is responsible shall be to repair
or replace the Software listed in Rider C or as provided for in the Contract Documents. SIRSI will attempt to
remedy promptly any programming error which significantly affects performance of the Software. SIRSI
cannot guarantee to remedy all minor errors. Furthermore, SIRSI is not obligated to correct, cure or otherwise
remedy any defect in the Software if the Software has not been properly installed by non-SIRS1 personnel, is
not operated and maintained under normal conditions by qualified personnel, or is misused or modified
without SIRSI’s consent, or damaged, or CITY has not notified SIRSI promptly upon discovery of a defect.
SIRSI shall not in any event be liable for any loss of profits, incidental, special, exemplary or consequential
damages to CITY, or claims or demands against CITY by any other party.
15
RIDER G MAINTENANCE AGREEMENT (CONT.1
7. OBLIGATIONS OF THE CITY
A. CITY shall be responsible for maintaining a sufficient staff to handle normal day-today operation and
support for the System, including but not limited to such tasks as back-ups and report handling. It is
acknowledged and understood that the maintenance and support service to be provided by SIRSI hereunder is
not intended to supplant CITY day-to-day operation and support for the System.
B. CITY shall provide SIRSI sufficient access to allow SIRSI to provide maintenance service on the
Software.
C. CITY shall not perform, nor attempt to perform, or cause to be performed, maintenance or repair to
Licensed Software covered hereunder during the term of this Maintenance Agreement except with the prior
written or oral approval of SIRSI.
8. CHARGES AND PAYMENTS
A. Maintenance charges for the first one-year maintenance period are due and payable by CITY thuty (30)
days prior to expiration of the initial one-year warranty period upon receipt of invoice. Maintenance charges
for the subsequent one-year maintenance periods are due and payable by CITY thirty (30) days prior to the
expiration of the previous one-year period upon receipt of invoice. SIRSI will work with CITY to prorate the
first payment to allow each year's maintenance expiration to coincide with CITY fiscal year. Maintenance
Charges can also be billed on a quarterly basis (at an additional fee of 15% of the annual fee) if so requested
by CITY.
B. Charges for on-site remedial maintenance which are not included in the Maintenance Agreement are due
and payable thirty (30) days from the date of receipt of invoice.
C. There shall be no additional maintenance charge for: Time spent by maintenance personnel after arrival at
the site awaiting the arrival of additional maintenance personnel and/or delivery of parts, tools, or other
required material after a service call has commenced.
9. CRITICAL CARE SERVICES
Critical Care Services will be provided in accordance with the following:
The Critical Care Services are not to be utilized for other support error requests, including but not limited
to, assistance in the installation of upgrades or updates, or for support of client Software or printing
Software errors.
Coverage
A telephone number and a critical care number will be provided to the Library. The Critical Care number
must be provided to the on-call specialist when a Down System Error after Service Hours call is placed.
During Critical Care Hours, SIRSI shall make its best efforts to acknowledge such Down System Error
after Service Hours calls within one (1) hour from the time that the call was placed to the telephone
number. SIRSI's on-call specialist shall:
1 assist in the determination of the problem and offer technical guidance,
2 if a determination cannot be made by the on-call specialist the Critical Care call will be
logged by the SIRSI specialist as a Down System Error to be addressed during Service
Hours as detailed in the Software Services Agreement.
16
Hours.
After Service Hours for Down System Error calls (“Critical Care Hours”) are Monday through Friday 60m
5:OO p.m. to 5:OO a.m. Pacific Time and 24 hours Saturday, Sunday and SIRS1 recognized holidays.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance
against claims for injuries to persons or damage to property which may arise out of or in connection with
performance of the services by Contractor or Contractor’s agents, representatives, employees or
subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do
business in the State of California. The insurance carrier is required to have a current Best’s Key Rating of not
less than “A-:V“.
10.1
10.1.1
10.1.2
10.1.3
10.1.4
10.2.
10.2.1
10.2.2
10.2.3
10.3
10.4
Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless the City Attorney
or City Manager approves a lower amount. City, its officers, agents and employees make no repmentation
that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate
to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor
will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor’s sole expense.
Commercial General Liability Insurance. $1 ,OOO,OOO combined single-limit per occurrence for bodily injury,
personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate
limits will apply separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
Automobile Liability (if the use of an automobile is involved for Contractor’s work for City). $1 ,OOO,OOO
combined single-limit per accident for bodily injury and property damage.
Workers’ Comuensation and Emdover’s Liability. Workers’ Compensation limits as required by the California
Labor Code and Employer’s Liability limits of $l,OOO,OOO per accident for bodily injury. Workers’
Compensation and Employer’s Liability insurance will not be required if Contractor has no employees and
provides, to City’s satisfaction, a declaration stating this.
Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not
less than $1,000,O00 per claim. Coverage must be maintained for a period of five years following the date of
completion of the work.
Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement
contain, or are endorsed to contain, the following provisions:
The City will be named as an additional insured on General Liability.
Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage.
This insurance will be in force during thelife of the Agreement and any extensions of it and will not be
canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice
provisions of this Agreement.
Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Contractor
will furnish certificates of insurance and endorsements to City.
Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will
have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums
that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these payments 6om Contractor
or deduct the amount paid from any sums due Contractor under this Agreement.
17
10.5
11.
11.1.
11.2
11.2.1
Submission of Insurance Policies. City reserves the right to require, at anytime, complete copies of any or all
required insurance policies and endorsements.
INDEMNIFICATION
Contractor agrees to indemnify defend and hold harmless the City and its officers, officials, employees, and
volunteers, up to the limits of Contractors insurance, bm and against all claims, damages, losses and
expenm including attorneys fees arising out of the performance of the work described herein caused in whole
or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
Patent Indemnification
If the use of the Software provided by Contractor is alleged to violate any patent, registered copyright, trade
secret or registered trademark, Contractor shall provide and control, with input from the City on all matters
affecting the City, defense by counsel of Contractor’s choice and City shall cooperate with said counsel.
Contractor shall at its own expense, indemnify and hold harmless the City from and against any claim, loss,
expense or judgment finally adjudicated to be owed by the City provided the City:
1 1.2.1.1 promptly gives Contractor written notice of any claim known to the City;
1 1.2.1.2 provides all reasonable assistance to defend against the claim,
1 1.2.1.3 has not materially breached any provision of this Agreement related to the alleged violation;
1 1.2.1.4 has not modified the Software, except for those modifications made with the Contractor provided Application
Programming Interfaces or with the knowledge or consent of Contractor.
11.2.2. Contractor shall have no obligation to defend the City or to pay costs, damages or attorney’s fees for any
claim based upon:
11.2.2.1 use of other than a current unaltered release of the Software if such an infringement would have been avoided
11.2.2.2 the combination, operation, or use of the Software with software or data not provided under or contemplated
by the use of a current unaltered release of the Software; or
by this Agreement.
1 1.2.2.3. Without limiting the generality of Clauses 11.2.1 and 11.2.2, if it is determined by any independent tribunal or
court of fact or law or if it is agreed between the Parties to the dispute that the Software by itself and used in
accordance with this Agreement infringes any USA patent, registered copyright, trade secret or registered
trademark, Contractor shall at its own expense:
11.2.2.3.1 modify or replace the Software so that such intiingement, is removed; or
11.2.2.3.2 procure for the City the right to continue enjoying the benefit of this Agreement; or
11.2.2.3.3 if the solutions in Clauses 11.2.2.3.1 or 1 1.2.2.3.2 cannot be achieved or are not practical in the
reasonable opinion of Contractor, then Contractor may discontinue and terminate the License and this
Maintenance Agreement upon written notice to the City, and Contractor shall refund to the City a prorata
portion of the Software license fee in accordance with Paragraph 9(B) of the companion Professional Services
Agreement and a prorata portion of any prepaid maintenance fees.
1 1.3 The parties expressly agree that any payment, attorney’s fee, cost or expense City incurs or makes to or on
behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss,
expense or cost for the purposes of this section.
11.4 Contractor’s liability to City and City’s sole remedy against Contractor for a claim of any kind addressed in
this Paragraph 11, shall not exceed the amount of the insurance coverage required by Paragraph 10 above. All
other damages or breaches of obligations under tlus Agreement shall be limited to the aggregate of fees paid
to Contractor for the services rendered under this Agreement.
18
12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
13. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor and each
represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
SIRS1 C-PWON
**By: /&&!@@-
,
CITY OF CARLSBAD, a
municipal corporation of the State
ATTEST:
INE M. WOOD
@ty Clerk Y
If re&ed by City, proper notarial acknowledgment of execution by contractor must be attached. If a Comoration, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A. Chairman,
President, or Vice-president
**Group B. Secretary,
Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
BY:B Deputy City Attorney
19
RIDERG
EXHIBIT A
MAINTENANCE SUMMARY
First Year After One-Year Warranty
Software Annual Maintenance total is approximately $32,208
Total First Year Maintenance is approximately $32,208
NOTE: Maintenance fees summarized here do NOT include maintenance for Oracle. Year one
maintenance for Oracle licenses are included in Rider C, Schedule 1 and must be paid with the
initial purchase. Estimates for subsequent years of Oracle maintenance are not available from
Oracle.
20
City Attorney Approved Version #04.01.02
RIDER G
EXHIBIT B SOFIXARE MAINTENANCE RATES
Server and Client Software
Quantity Product Product Description
Number
Monthly
1
1
1
1
1
1
1
1
1
1
1
5
unlimited
1
1
3
1
1
U-OASI-F UnicornOASIS Bibliographic Database System for up to 350,000
titles
Cataloging System (w/ Authority Control)
Acquisitions and Fund Accounting
Electronic Data Interchange (EDI)
Serials Checkin and Control
OPAC System (iBistro Suite:
includes Public Access Catalog, World Wide Web Catalog
Interface, User Request & Information Module, Information
Gateway (telnet, WWW, 239.50 client), My Favorites, Most
Popular, Buy Now, Announcements, Community Information
support, ReferenceLibrarian (unlimited users)
Circulation Control with Inventory Control and Circulation
Backup
Materials Booking
OutREACH Services
Management Information System / Report Generator
239.50 Version 3 Server (TZIGBath Profile compliant)
SmarPORT 239.50 Cataloging Clients
WorkFlows Staff User Licenses
Interlibrary Loan Management System
[2002 release]
TESTSYS Model F Tesflraining System License
U-AA Additional Branches @ $1,500
U-FLS-F Spanish Language OPAC Interface
SELFCKS SelfCheck Interface, each
TOTAL,
$1,735
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
Included
459
157
181
66
69
17
$2,684
One-year warranty is included in the license fee. First year annual maintenance is approximately $32,208.
City Attorney Approved Version #04.01.02
21
RIDER1 LOAD LEVEL
SIRSI warrants that the System configuration described in Rider B will meet the following load levels as specified
below:
99 staff users using Worldlows client software
_. 164 public users via the WWW, including staff using Web browser clients
263 Total Concurrent Users
SIRSI further warrants for a three year period following the Installation Date that the HP Central Site Server as
configured will support 263 users and 350,000 bibliographic Records.
SJRSI wanants that the HP Server System memory requirements will not exceed 4 MB per concurrent user for the
initial version of the Software delivered upon the Installation Date. SIRSI estimates that the HP Server System memory
requirements will not exceed 4 MB per concurrent user for the Software to perform as warranted in the Agreement.
MINIMUM CONFIGURATION REOUIREMENTS
Minimum Central Site Processor Reauirements
Minimum Two Processor 750 MHz or above
HP-UX1 1 .O operating system or later
Minimum 4 MB of Memory per concurrent user
216GB minimum hard disk drive space
lOOmbps Ethernet Network card
TCP/IP
.Minimum WEB Server Processor Reuuirements
SIRSI warrants that the Bistro Software delivered at Installation Date will work successfully with the HP Web Server
operating with the following minimum specifications:
Minimum ONE Processor 750 MHz or above
HPUX 1 1 .O operating system or later
Minimum 4MB of Memory per concurrent user
8GB minimum hard disk drive space
loombps Ethernet Network card
TCP/IP
Minimum TEST Server Processor Reuuirements
Minimum One Processor 500 MHz or above
HP-UX1 1 .O operating system or later
Minimum 4MB of Memory per concurrent user
66GB minimum hard disk drive space
Ethernet Network card
TCP/IP
City Attorney Approved Version W.01.02
22
RIDER I LOAD LEVEL
Minimum Workstation Reauirements
SIRSI warrants that the WorkFlows Client Software delivered at Installation Date will work successfully with
Workstations operating with the following minimum specifications:
Pentium PC Processor
MS-Windows 95/98/ME or NTDOOO operating system
32MB system memory for Windows 95 (64MB for Windows98/NTDOOO)
40MB minimum hard disk drive space
Serial and parallel ports
Ethernet LAN card
TCP/IP
SVGA color monitor
Keyboard and mouse
The minimum requirements stated in this Appendix are effective at the time this Agreement is signed. SIRSI will
update the minimum requirements from time to time, and notify CITY 60 days in advance of such update, which will
occur no morefrequently than twice per year and will be coordinated with new releases or updates to SIRSI software.
23
City Attorney Approved Version #04.01.02
wE!u OPTIONAL SOFTWARE AND SERVICES. PRICES
For a period of one year from Contract execution the CITY may elect to
obtain the licenses and services at the rates listed below
1
1
Annual Fee
Sirsi OneSearch addition to iBistro to add Software $5,000 per non-
simultaneous searching of non-239.50 web License NOT 239.50 resource
resources TO EXCEED
$50,000
s-GOLIVE- 3 Day Go Live Visit (expenses not included) 3DAY $4,100 NA
24
City Attorney Approved Version #04.01.02
RIDER K
IFSISTRO DATASTREAM SUBSCRIPTION AGREEMENT
This agreement (the “Agreement”) is between SIRSI Corporation, a Delaware corporation having its principal offices
at 101 Washington Street SE, Huntsville Alabama USA 35801, (hereinafter referred to as “SIRSI”), and City of
Carlsbad, located at 1625 Faraday Avenue, Carlsbad, CA 92008, (hereinafter referred to as “CITY” or “the CITY”), to
establish the terms and conditions for provision of iBISTR0 subscription services.
Section 1. Term
The initial term of the subscription shall be for five years from the date of access to the iBISTRO Data Stream. This
Agreement can be renewed for successive periods upon receipt of an acceptable purchase order and an Amendment to
this Agreement executed by both parties, unless notice of non-renewal is received by either Party from the other, not
less than thirty (30) days prior to the end of the then current period.
Section 2. Subscription Fees
The Subscription Fee, detailed in Schedule A, is billed prior to CITY access to the iBISTRO Data Stream content.
Upon installation of the initial iBISTRO Data Stream, the annual Subscription Fees are not refundable. The CITY
agrees to pay any taxes arising out of this Subscription, with the exception of taxes based on SIRSI’s net income.
Section 3. Subscription
During the five-year term of this Subscription and while the iBISTRO Suite Software module is under a current SIRSI
maintenance agreement, SIRSI will supply the CITY with the currently available updated iBISTRO Data Stream
content enrichment, which may include best sellers, book awards, popular web sites, reviews, tables of contents, book
jacket images, synopses and annotations, and author notes. The CITY will access such content enrichment (including
one copy of the related documentation when appropriate) via an Internet connection download. The CITY
acknowledges and agrees that whenever content enrichment derived from the iBISTRO Data Stream is delivered to the
CITY or CITY end user, such content enrichment may not be modified, resold, sublicensed or commercially exploited
in any way.
SRSI does not guarantee that the content enrichment matches all of the CITY’S titles.
Section 4. Governing Terms
Any Software, subscription, programming and/or documentation provided under this Agreement shall be governed by
the licensing terms, proprietary rights, warranties, limitations of liability and restrictions contained in the agreements
between SIRSI and the CITY under which the CITY’s licensed rights for the Software and maintenance of the
Software were established. CITY will not modify or remove from the Software its applicable trademark or trade name
without SJRSI’s prior written consent.
Section 5. Termination
In the event of (i) a breach by the CITY of any of the CITY’s obligations hereunder; or (ii) of a termination for any
reason of the agreements between SIRSI and the CITY under which the CITY’s licensed rights for the Software or
maintenance of the Software were established, then, in addition to any other remedies available, SIRSI may, terminate
this iBISTRO Data Stream Subscription without any continuing obligation to CITY. In the event of a breach by the
ClTY, the CITY must be given reasonable notice and an opportunity to correct the breach, which shall not be less than
thirty (30) days.
The City may terminate this Agreement at any time with sixty (60) days written notice to SIRSI. In the event of such
termination, the City will receive a prorated refund of any subscription fees paid under this Agreement.
Section 6. Authoritv
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor and each
represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and
conditions of this Agreement.
City Attorney Approved Version #04.01.02
25
SIRS1 CORPORATION CITY OF CARLSBAD, a
municipal corporation of the State
ATTEST:
City Attorney Approved Version W.01.02
26
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corwration, Agreement
must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation attach a resolution certified by the secretary or assistant secretary under corporate
seal empowering the offker(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:
Deputy City Attorney
Carlsbad City Library January 9,2003 27
SCHEDULE "A"
Number of Patrons
To Rider K iBISTRO Data Stream Subscription Services Agreement
Period to
95 ,Ooo* $9,500 year with 5 years prepaid $9,500 for 5 years
Total Subscription Fees Included in Total System
Investment, Rider E.
* This is the estimated number of registered library patrons during the 5-year subscription period. Should the actual
number of registered patrons exceed this amount, the annual subscription fee will not change during the 5-year subscription period.
Carlsbad City Library 28
RIDER L
CLARIFICATIONS
1. SIRSI agrees to provide consultation services as detailed in RIDER D, Schedule 1 to assist the Library in
CARLSBAD CITY LIBRARY DAY ONE REPORTS - Date CIRCULATION
setting up the following UNICORN reports:
DAILY CIRCULATION
0 SUMMARY CIRCULATION (used to generate Direct Loan Survey Statistics)
0 DELINQUENCY NOTICES
DELINQUENCY NOTICES SHELF LIST
0 PATRON COLLECTION AGENCY REPORT (reports qualifying patrons, but does not
change patron status)
HOLDS
AVAILABLE HOLDS NOTICES PRINT
0 HOLDS PURCHASE ALERT
HOLDS TITLE PICK LIST
HOLDS ITEM PICK LIST
COLLECTION
0 ADMINISTRATIVE SUMMARY (generates count by categories within Media, Collections
and Patrons)
0 CALL NUMBER RANGE CIRCULATION SUMMARY (generates reports by call number
range, library shelf location, last active date, add date and circulation totals)
0 ITEM STATUS SUMMARY (used to generate missing and long overdue reports for database
maintenance. Can report any Item Status (OK, Withdrawn, Missing, Lost, On order, In
process, In transit) or Loan Status (Available, On loan, Hold pickup, Overdue). Report can be
qualified by Library, Library shelf location, Collection, Media, Last active date and call
number range.
NO COPIES ATTACHED (MARCGONE) (lists bibliographic records with no items
attached, has cutoff date variable, lists the OCLC number)
0 UNCATALOGED ITEMS (PAL reports to list Temporary Location field that is used for New
book, New Video, Video Display, Storage. Used with Bibliographic add date to generate tab
delimited ASCII reports used to generate New Addition brochures.)
0 COLLECTION MAINTENANCE REPORTS (various PAL reports that generate lists by
Library, library shelf location, call number range and can include Call Number, Author, title,
Barcode, Last Active Date, Publication date, item added date, and all 4 Circulation periods in
INLEX)
2. SIRSI warrants that the Unicorn version it provides will run on Oracle Version 9i.
Carlsbad City Library 29
Bond No. KO 6488286
FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS,
- That SIRS1 Corporation
(“Surety”) are held and firmly bound unto the CITY OF CARLSBAD, as Obligee,
hereinafter called Owner, in the sum of -+SevAntv pivp mnb
Four Hundred Sixty Four and OO/lOO. ($275,464.00) Dollars,
for the payment of which sum well and truly to be made, we bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, firmly by
these presents.
(“Contractof‘) and Westchester Fire Insurance Company
WHEREAS, Contractor has been awarded and is about to enter into a contract with
Owner to perform all work required under the Bid Schedule@) of the Owner‘s
specifications entitled,
WHEREAS, the provisions of the Contract are incorporated by reference into this
Faithful Performance Bond and shall be part of Surety’s obligation hereunder.
NOW THEREFORE, if Contractor shall perform-all the requirements of contract required
to be performed on his part, at the times and in the manner specified herein, then this
obligation shall be null and void, otherwise, it shall remain in full force and effect.
PROVIDED, that
any alterations in the work to be done or the materials to be furnished, which may
be made pursuant to the terms of the Contract, shall not in any way release
Contractor or Surety hereunder,
any extensions of the time granted under the provisions of Contract shall not
release either Contractor or Surety from their respective obligations to Owner,
notice of any such alterations or extensions of the Contract is hereby waived by
Surety.
any payments (including progress payments) made on behalf of Owner to
Contractor after the scheduled completion of the work to be performed pursuant
to the Contract shall not release either Contractor or Surety from any obligations
under the Contract or this Faithful Performance Bond, or both, including any
5/5/99
obligation to pay liquidated damages to Owner.
Executed by CONTRACTOR this 29th
day of January ,2003 .
CONTRACTOR:
SIRS1 CorDoration
(si: sre)
' (print name here)
(Title and Organization of Sidnaiory)
By:
(sign here)
Y '(print name here) & [khk
(Titldand Organization of Signatory)
Executed by SURETY this 29th
day of January ,2003 -
SURETY: -
Westchester Fire Insurance Company
(name of Surety)
1601 Chestnut Street TL33B
(address of Surety)
Philadelphia, PA 19103
0 "
(telephone number of Surety)
By:
Shirley F. Dukes
-_I- (printed name of Attorney-i,n-Fact)
(Attach corporate resolution showing
current power of attorney.) -
(Proper notarial acknowledgment of execution by CONTRACTOR and SURETY must
be attached.)
(Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. Otherwise, the corporation must attach a
resolution certified by the secretary or assistant secretary under corporate seal
empowering the officer(s) signing to bind the corporation.)
ACKNOWLEDGMENT OF PRINCIPAL - IF A CORPORATION
ACKNOWLEDGMENT OF SURm COMPANY
STATE OF Georgia
COUNTY OF Fayette 1 ss
On this 29th..daY..of.~an~a~!,.200.3 before me personally came .... Shir!ey.F:.Dukes ..........................
to me known, who, being by me duly sworn, did depose and say; that he/she resides in
................... Newnan ?.. GA ....................................................... .; that he/she is the Attomey-in-Fad of the
executed the above instrument; that helshe knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal: that is was so affixed by the Board of Directors of said corporation: and that
heishe signed hidher name thereto by like order
..... westc!!e~er.Fire.!ns!!~?nc!?.c.%?P.~.%!. ............................... the corporation described in which
My Commission Expires:
Client#: 37383 38SIRSIHOLDI
ACORfL CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDmrv)
0 1 124103
PRODUCER
JSL & Co. of Huntsville
P. 0. Box 6087
Huntsville, AL 35824-0087
' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
I 256 890-9000 I INSURERS AFFORDING COVERAGE I NAlC # I
I INSURED ' I INSURERA: TransDortation Insurance I I
Sirsi Holdlng Corporation; Sirsi Corp, a
Delware Corp.,dba Data Research 8 Assoc
101,105,107 Washington St.
~~ ~
INSURER B: American International Co.
INSURER C:
I Huntsville, AI. 35802
COVERAGES
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. F4sfmmI LTR
A
NSRI
A
A
TYPE OF INSURANCE
GENERAL LIABILITY
GENERAL LIABILITY
CLAIMS MADE OCCUR
1 1
GENL AGGREGATE LIMIT APPLIES PER
AUTOMOBILE LlABlLrrY
ALL OWNED AUTOS
SCHEDUL'ED AUTOS
POLICY NUMBER
1080666411
1079104926
GARAGE LIABILITY
ANY AUTO 1 1 OCCUR [7 CLAMSMADE 1 EXCESSIUMBRELLA LIABIUTY 1393464
DEDUCTIBLE x RETENTION $10000
A
A
255089569 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY
ANY PROPRIETOWPARTNEWEXECUTIVE CFFICEWMEMBER EXCLUDED?
255089569
If e6 dsscribsunder SkdlAL PROVISIONS below
OTHER I
I I
DESCRlPTlON OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSI
POLICY EFFECTNE DATE fMM/Dm
01/01/03
01/01/03
01/01/03
01/01/03
01/01/03
lENT I SPECIAL PRI
Certificate Holder is shown as additional insured with respect to the
above General Liability for this project.
I I
01/01/04 s~,~~o,ooo COMBINEDSINGLE LIMIT (Ea accident) I BODILY INJURY (Per person)
BODILY INJURY (Per accldenl)
(Per accident)
r
AUTO ONLY - EA ACCIDENT
PROPERTY DAMAGE
$
5
:.
OTHER THAN EA I $ AUTO ONLY: AGG S
01/01/04 EACHOCCURRENCE I r10.000.000
AGGREGATE I $10,000,000 1
5
03/01/03
03/01/03 $1,000,000 E.L. EACH ACCIDENT
x WC STATU- OTH-
EL. DISEASE- EA EMPLOYEE
E.L. DISEASE- POLICY LIMIT
$1,0~0,0~0 S~,ooo,ooo
I CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Library Director
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR 1775 Dove Lane
NOTICE TOTHE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO$HALL Carlsbad City Library
DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 2 DAYS W-RllTEN ;It
Carlsbad, CA 92009 REPRESENTATIVES.
AUTHORIZED REPRESENTATWE
d \CORD 25 (2001108) 1 of 2 #S95697/M95560 SXB 0 ACORD CORPORATION 1988 A
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the Certificate
hdder in lieu of such endorsement(s).
DISCLAIMER
The Certificate oflnsurance on the reverse side of this form does not constitute a contract between
the issuing insurer@), authorized representative or producer, and the certificate hdder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
March 7,2003
Attn: Stephen G. McCafferty, vanager of Contracts
SIRS1 CORPORATION
101 Washington Street SE
Huntsville, AL 358014827 ‘..
Dear Mr. McCafferty:
On March 4, 2003, the Carlsbad City Council adopted Resolution No. 2003-058
approving the contract for the purchase of SIRS1 Library Computer Software.
Enclosed are a copy of Resolution No. 2003-058 and an agreement, with original
signatures, memorializing Council’s . action.
If you have any questions, please contact me at in the City Clerk’s Office at (760)
434-2927.
Sincerely,
VJanice Breitenfeld, CforC
Deputy City Clerk
Enclosure c
1200 Carlsbad Village Drive - Carlsbad, CA 92008-1989 - (760) 434-2808 @