GALAXY INTEGRATED LIBRARY SYSTEM CONTRACT FOR CLEARWATER PUBLIC LIBRARY SYSTEM
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GALAXY@ INTEGR.ATED LIBRARY SYSTEM
CONTllAGT
Se~tember 4, iS92
THIS AGREEMENT, is made between GAYLORD BROS., a division of the Croydon
Company, Inc., a corporation organizej u;IJer th~ laws of the State Of New York,
with its principal place of business at 7272 Mo~gan Road, Liverpool, New York,
party of the first part (herei~after refprred to as "Gaylord"), and the library
named below, party of the second part :her~inafter referred to as "the library"
or "licensee").
Citv of Clearwater
fur use c.t the
Clearwater Public Library
100 North O~ceola Avenue
Clearwater FL 34615
(813)-462-6800
WITNESSETH:
WHEREAS, Gaylord ha~ developed a computerized system (hereinafter referred to as
"GALAXY@") cr;nsisti:,g of hardware and software for the control of circulation,
maintenance of catalog ~er.0rds, and public access tJ library databases, and is
currently provid~~g system servic~s to librari~s and the City is desirous of
having such service:> pruvided at its location;
NOW, THEREFORE the parties mL.:tually agree as follows:
1. Definitions:
1.1. "Hardware" is defined as all equipment and products including, but not
limited to, the (a) computer, disk drives, and interface, (b) CRT
monitor(s) and terminals, (c) barwand scanner(s), decoder(s), and
wand(s), (d) printers, (e) wir"ing and communication devices and (f)
supplies f~r su~h equipment.
1.2. "Software" is aefined as computer programs, incl~ding, but not limited
to, (a) the integl'ated library systems in the host computer, (b) the
cataloging support module in the catalogj.ng workstation, and (c) the
operat1.onal programs stored in the host computer. The Software is
listed in Schedule E and includes all corrections, modifications and
enhancements thereof.
1.3. The ter~s "Software" and "Sof~ware materials" ir this agreement shall
also mean any machine readable cr printed material not included in the
licensed programs and which is designated by Gaylord as available under
license to libraries who have licensed the program tl) which those
materials re:ate.
1.4. The term "databases" refers tC' Library of Congress MARC Database and
other inforl'lation formatted for use by the licensed pl'ogram~ and
prov ided or. machine readable ",eeia by Gay lord,
1.5. The "Installation date" sh211 be the day on which Gaylord (following an
installation schedule agreeo upon by the City) declares operation of the
equipment and use of the softw~r2 to )~ aJdilable to the City.
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2. Statistics. Statistics set forth in Schedule A, Librarv Statistics
include the number of titles, number and type of terminals, number of
locations, total items issued annually at each location, and the number of
items in the collections at the City locations where the System is to be
used. "Items" are defined as materials circulated by the City (individual
copies of books, records, cassettes, etc.). Since Gaylord relies on these
statistics to choose the type of hardware and to set parameters of the
Software, the City agrees that its statistics as shown are reasonably
correct.
3. Installation Schedule. The City and Gaylord will mutually agree upon a date
on which to commence installation of equipment and software. Upon
completion of installation, the day on which operation of the equipment and
use of the software are declared to be operable and 2available to the City
shall be the installation date.
4. Term. This agreement is effective on the date first written and for an
initial term of one-year commencing upon the initial installation date. It
shall then be renewed automatically for one-year periods unless the City
notifies Gaylord of its intention not to renew at least ninety (90) days
prior to the expiration of the original or any extended term. Gaylord agrees
to notify the City at least ninety (90) days in advance of the effective
date of any change in fees or services. Maintenance fees, are stated in Schedules
G and N, shall not be Increased by more than ten percent (10%) per annum.
Gaylord may discontinue any license or terminate this agreement upon written
notice if the City fails to comply within ten (10) days of receipt of such
notice, with any of the terms and conditions of this agreement. In the
event the City becomes insolvent or voluntarily or involuntarily bankrupt
or a receiver, assignee or other liquidating officer is appointed for all
or substantially all of the business of the City, or if the City makes an
assignment for the benefit of creditors, then Gaylord at its option may
immediately terminate this agreement by notice to the City to that effect.
In no event shall this agreement be assigned or assignable by operation of
law or by voluntary or involuntary bankruptcy proceedings or otherwise, and
any such assignment or attempted assignment shall be void and in no event
shall this agreement or any rights or privileges hereunder be an asset of
the City under any bankruptcy, insolvency or reorganization proceedings.
5. Return or Destruction of Licensed Software. If this agreement is terminated
the use of all program materials licensed hereunder must be discontinued by
the City and all program materials must be returned to Gaylord, or if so
requested in writing by Gaylord, destroyed. Within one (1) month after the
date of discontinuance of any license granted hereunder, the City will
furnish to Gaylord if requested, a certification that through the City's
best efforts and to the best of the City's knowledge, the original and all
copies of the licensed software received from Gaylord or made in connection
with such license have been returned or destroyed. This requirement will
apply to all copies in any form, including translations, whether partial or
complete, and whether or not modified or merged into other program materials
as authorized herein.
6. Gavlord Fees and Deliverables. Based on the statistics in Schedule A, and
subj ect to any special conditions appended in Schedule J, Additional
Considerations, Gaylord will provide services detailed in the following
schedules at the fees indicated:
Schedule B: Conversion Processino
Schedule C: Data Processino Services
Schedule D: Confiouration and Hardware Costs
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Clearwater Public Library Contract P 2 of 22
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Schedule E: Software and Database Subscriptions
Schedule F: Installation and Trainino
Schedule G: Hardware Maintenance
Schedule H: Software Subscription Service and Maintenance
Schedule I: Payment Schedule
Gaylord has configured the hardware in Schedule 0 based on the statistics given by the City
in Schedule A. Ifthese statistics are incorrect, additional hardware may be required to maintain
system performance.
7. Payment. Payment for hardware, supplies, and software license charges shall
become due on the Installation Date. Commencing on the installation date,
the City will pay monthly processing, hardware and software maintenance fees
on the first day of each month during the term of this agreement. Fees
enumerated in Schedules B though H are summarized in Schedule I.
If for any reason, including but not limited to delays in site preparation,
the City asks to postpone installation after a date for the commencement of
installation has been set, payments that are due upon installation will
become due ten (10) days after the scheduled commencement of installation.
In the event the Installation Date is other than the first day of the
month, the amount for the first and last month shall be pro-rated. Fees for
conversion keypunching and/or reformatting as listed in Schedule B shall be
payable upon completion of work. Charges are subject to change effective
upon three (3) months' written notice to the City. If the charge for any
service provided under this agreement is increased by Gaylord, the customer
may, with two (2) months' prior written notice, terminate this agreement
upon the effective date of such increase. Otherwise the new charges will
become effective upon the date specified in the notice.
Processing fees charged per item based on actual usage as listed in
Schedules B through H shall begin to accrue on the Installation Date and
will be invoiced each month for activity in the preceding month.
Any other amounts shall be due and payable upon receipt by the City of the
materials, equipment, services, or use of software involved.
8. Site Preparation. It is understood and agreed that the aforesaid fees do
not include any site preparation or installation costs except as described
in Schedule F, Installation and Trainina.
9. Annual Classroom Trainina. The City agrees to exercise best efforts in
budgeting for a minimum of four (4) days per annum of classroom training
from Gaylord for the term of this agreement.
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10.
Licenses. Gaylord and the City agree that the following terms and
conditions will apply to any library order for Gaylord licensed software
programs or databases that are accepted by Gaylord. Gaylord will (1)
furnish such licensed software to the City; (2) furnish licensed software
materials in support of such licensed programs; (3) grant to the City a non-
transferable and non-exclusive license to use the licensed software; and (4)
provide software service and maintenance, as described herein.
10.1. The City agrees with respect to the licensed program to accept
responsibility for (1) selection ofsystem parameters to achieve the City's
intended result, and (2) the proper use of the system.
10.2. Each license granted under this agreement authorizes the City to:
(a) use the licensed software, in obj ect code form only, at the
location specified herein and on the designated number of display units
at the location and a number of remote locations authorized in Schedule
A.
(b) utilize the licensed software materials in printed form and the
database in machine readable form in support of the use of the licensed
program. Licensed software materials provided by Gaylord in printed
form may not be copied . Additional copies may be obtained under
license by Gaylord at the charges then in effect.
10.3. All licensed programs, including any subsequent updates purchased and
any part thereof may be used on only a single CPU or equipment
configuration on which the Software is first installed, and may be
copied, in whole or in part only for use on that CPU or specified
equipment configuration.
10.4. The Software may be used on another single CPU only on a temporary
basis during a malfunction of the original CPU which causes the Software
to be inoperable.
10.5. No title to or ownership of the Software is transferred to the City, and
it remains the proprietary property of Gaylord.
10.6. The City shall not allow the software or any portion thel~eof to be
reverse compiled or disassembled
10.7. Gaylord may terminate all proprietary licenses granted hereunder and
require return of the Software if the City fails to comply with these
terms and conditions. Gaylord shall have the right to enforce these
terms and conditions against the City.
10.8. If the licensed program material is to be used at other than the
designated location(s), additional licenses may be required for each
additional location. If the City cannot perform its data processing at
the designated location because of conditions beyond the City's control,
the affected licenses will be temporarily extended to permit the City
to use the licensed program mater1.al at another location.
10.9. The City must notify Gaylord of the City's intention to change the
designation of the location at which licensed software is to be used.
The change of designation will be effective upon the date set forth in
the notice confirming the change in designated location furnished to the
City by Gaylord.
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10.10. Gaylord will provide databases in machine readable form updated
periodically as indicated by the Subscription list in Schedule E. Use
of the content of the database is not restricted, but use of the
database as formatted and delivered by Gaylord is subj ect to the
restrictions stated herein for licensed software.
10.11. Software sub-licensed to the City by Gaylord is governed by the
licensing terms and conditions of the owner of those software products,
e.g., Digital Equipment Corp.
11. The City shall:
11.1. Provide suitable electric service for operation of equipment and a
telephone connection.
11.2. Pay all costs associated with local leased dedicated telephone lines,
if multiple locations are involved.
11.3. Pay shipping charges for all equipment.
11.4. Designate a key person (or persons) for special training in the use of
the equipment. Should the assignment change, the City shall inform
Gaylord.
11.5. Make no alternations in the equipment without obtaining Gaylord's
express written permission.
11.6. If the City desires spare back-up terminals, the determination of where
spare units are to be located and the transportation from storage
location to needing location is the responsibility of the City. The
City shall be responsible for actual switching of the defective and
spare units and for transporting or shipping of the unit in need of
repair to Syracuse, New York, or to another repair facility as directed
by Gaylord.
11 .7. Pay for any repairs or replacements made necessary by the City's
negligent act.
12. Privacy of Data. Gaylord agrees not to use patron details such as names,
addresses, etc., for any purpose other than providing requested service to
the City and agrees not to transmit library data to any third party, except
as requested by the City.
13. Restriction on Modification. The City shall not modify any licensed
software in machine readable form nor merge such materials in other program
materials.
14. Protection and Security.
14.1 .
The City will take appropriate action, by instruction, agreement or
otherwise, with any persons permitted access to licensed software so as
to enable the City to satisfy its obligation under this agreement.
All licensed software materials, including, but not limited to,
documentation and user manuals, contain Gaylord proprietary
information, use of which is limited by the licenses granted in this
agreement. The City will not disclose or otherwise make available any
l1censed software materials in any form to any third party except to the
City's employees, or to agents directly concerned with licensed use of
the program.
14.2.
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15. Warranty.
15.1. Each licensed program will perform the functions set out in the User
Manual in effect when shipped to the City. Thereafter Gaylord will
provide program service and maintenance as described in Schedule H,
Software Subscription Service and Maintenance. Gaylord does not warrant
that the functions contained in a licensed program will meet the City's
requirements or will operate in the combinations which may be selected
for use by the City or that the operation of the licensed program will
be uninterrupted or error-free or that all program defects will be
corrected.
Gaylord agrees, however, to make its best efforts to correct all
material errors in programming and discrepancies between the User Manual
and the actual software performance. Gaylord further agrees to make its
best efforts to correct any hardware of software problems that result
in total system "downtime". In the extent that Gaylord personnel or
Gaylord's designated agents must travel to the City to correct hardware
or software problems, the City shall not be responsible for the cost of
such travel beyond those specified in Schedules G and H.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
16. Software Subscription Service and Maintenance
16.1. Telephone support and enhancements for the Software will be provided as
part of the annual Subscription Service fee. Subscription Service is
integral to the grant of this license, and payment of the annual
Subscription Service fee entitles Licensee to continued use of the
Software. Current list prices and their respective Subscription Service
prices are subject to change on an annual basis.
16.2. Subscription Service updates will be made available periodically.
Revisions and updates to the Software are provided on magnetic tape or
on hard copy, depending upon volume. The City is responsible for
implementing revisions. All mandatory revisions must be installed to
insure proper program performance and continued support. Failure by the
City to install revisions may result in time and materials billing at
current applicable rates.
16.3. Gaylord reserves the right not to release enhancements to the Software
during the term of the annual renewal of Subscription Service. Failure
to release enhancements to the Software during the term of the renewal
does not constitute default on the part of Gaylord because of the
continuation of the right to use telephone support and other support-
related services.
16.4. If Gaylord determines that a Subscription Service update requires
additional or revised documentation, one copy of such documentation will
be provided to the Licensee. At the option of Gaylord, this
documentation may take the form of new manuals, change plates to
existing manuals, manual addenda, machine readable text, or any
combination of these methods. The City may make copies of this
documentation for internal library use only.
16.5. Each type of program service and maintenance specified will be available
unless discontinued by Gaylord upon six (6) months written notice.
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16.6. Gaylord shall also have the right to charge for any additional effort
which results from providing services for an altered licensed program.
16.7. Gaylord does not guarantee service results or warrant that all errors
or program defects will be corrected.
17. Patent and Copyriaht.
17.1. Gaylord will defend the City against a claim that licensed software
material furnished and used within the scope of the license granted
herein infringe a U.S. patent or copyright and Gaylord will pay
resulting costs, damages and attorney fees finally awarded, subject to
the limitation of liability set forth below in Article 17 in its
entirety ("Limitation of Remedies") provided that: (a) the City
promptly notifies Gaylord in writing of the claim, and (b) Gaylord has
sole control of the defense and all related settlement negotiations.
However, if the costs and damages attributable to a claim of
infringement of a U.S. patent may exceed the limitation of liability,
the City may elect to defend against the claim provided Gaylord may
fully participate in the defense and/or agrees to any settlement of the
claim.
17.2. If such claim has occurred, or in Gaylord's opinion is likely to occur,
the City agrees to permit Gaylord at its option at no additional expense
to the City either to procure for the City the right to continue using
the licensed software or to replace or modify the same so that they
become non - infringing. If neither of the foregoing alternatives is
reasonably available, the City agrees on one (1) month's written notice
from Gaylord to return or destroy all copies of the licensed program
material received from Gaylord and all copies thereof.
17.3. Gaylord shall have no obligation to defend the City or to pay costs,
damages or attorney's fees for any claim based upon (1) use of other
than a current unaltered release of the licensed program if such
infringement would have been avoided by the use of a current unaltered
release of the licensed program or (2) the combination, operation or use
of any licensed program or data with non-Gaylord programs or data if
such l.nfringement would have been avoided by the combination, operation
or use of the licensed programs with other programs or data.
17.4. The foregoing states the entire obligation of Gaylord with respect to
infringement of patents or copyrights.
18. Limitation of Remedies.
18.1. Gaylord's entire liability and the City's exclusive remedy shall be as
follows: In all situations involving performance or non-performance of
services furnished under this agreement the City's remedy is (1) the
correction of the program or service by Gaylord, or (2) if after
repeated efforts Gaylord is unable to make the program or service
operate as warranted, the City shall be entitled to return the software
for a refund.
18.2. For any other claim concerning performance or non-performance by Gaylord
pursuant to or in anyway related to the subject matter of this agreement
and any supplement hereto, the City shall be entitled to recover actual
damages to the limits set forth in this section.
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18.3.
19.
Gaylord's liability for damages to the City for any cause whether in
contract or tort, including negligence, shall be limited to any charges
which would be due for twelve (12) months' use of the licensed program
or service that caused the damage or that is the subject matter of or
directly related to the cause of action.
Such charges shall be those in effect when the cause of action arose and
shall not include any initial process or one - time charges paid to
Gaylord. This limitation of liability will not apply to claims for
copyright infringement or for personal inj ury caused solely by Gaylord's
negligence.
In no event will Gaylord be liable for any damage caused by the City's
failure to perform its responsibilities or for any lost profits or other
consequential, special, or indirect damages, even if Gaylord has been
advised of the possibility of such damages.
Waiver of riohts. The waiver or failure of Gaylord to exercise in any
respect any right provided for herein shall not be deemed a waiver of any
further right hereunder.
18.4.
18.5.
20.
severability' If any provision of this agreement is invalid, illegal or
unenforceab e under any applicable statue or rule of law, it is to that
extent to be deemed omitted, and the remaining provisions shall not be
affected in any way.
Headinas. The headings of the various Paragraphs and Subparagraphs herein
are for convenience only and shall not control or affect the meaning or
construction of any provisions of this agreement.
Risk of use. All risk of use, operation, and control are borne by the City.
Governina Law. This agreement shall be subject to all applicable laws of
the Federal Government of the United States of America and to the laws of
Florida State. The applicable law for any legal disputes arising out of
this agreement shall be the law of the State of Florida.
Savina Clause. All quotations and agreements are contingent upon accidents,
fires, availability of materials and all other causes beyond the control of
either party. Typographical and stenographic errors are subject to
correction. Terms inconsistent with those state herein, which might appear
on the City's formal order or Request for Proposal, will not be binding on
Gaylord.
Assi9nments. The parties hereto agree that no sublicensing, nor assignment
of r~ghts or interest) nor delegation of duties under this Agreement shall
be made or become eTfective without the prior written consent of both
Licensor and Licensee. Any attempted sublicensing, assignment or delegation
without prior written consent shall be wholly void and ineffective for all
purposes.
Taxes not included. The charges shown on this agreement do not reflect
applicable state and local taxes which may be added to the amounts shown at
the time of invoicing.
Whole aareement. This agreement, including appendices and referenced
attachments, constitutes the entire agreement between the parties and
supersedes all proposals, presentations, representations, and
communications, whether oral or in writing, between the parties on this
subj ect. Neither party shall be bound by any warranty, statement, or
representation not contained herein. The signatories acknowledge reading
21.
22.
23.
24.
25.
26.
27.
09/04/92
Clearwater Public Library Contract P 8 of 22
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and agree to comply with all terms and conditions.
28. Amendments. Amendments and modifications to all, or any part, of the
agreement and to the appendices and referenced attachments, may be made, and
shall be binding) only if in writing and signed by duly authorized
representatives OT both parties.
IN WITNESS WHEREOF the parties have duly executed and delivered this agreement
on the dates set forth below.
CITY OF CLEARWATER
By:
Attest:
Q . -',=
By: ~~'? ";:A~o.~::;
C1 y er -:> _ __ ~ :
ATTEST:
By
Ti tle
1t
Date
09/04/92
Clearwater Public Library Contract P 9 of 22
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SCHEDULE A
LIBRARY STATISTICS
1.
Estimated Number of patrons
113,000
2.
Estimated Number of Items
355,000
3.
Estimated Number of Titles
212,000
4.
Items Issued Annually (last year)
924,000
5.
Number of Terminals
(total of categories below)
Library/Branch Locations: #1
15 *
69
5.1. Number of Staff use terminals
5.2. Number of PAC only terminals
5.3. Number of Cataloguing Workstations
5.4 Number of SuperSEARCH terminals
* Estimates only
50 *
3 *
1 *
6. Branch library names and addresses: N/A
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Clearwater Public Library Contract P 10 of 22
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SCHEDULE B
Conversion Processino
1. Data Preparation
1 .1. CLSI conversion to GALAXY from the current CLSI system's hard disk files.
- bibliographic conversion
- item conversion
- patron conversion
2. Authority Control Processing
2.1. Full service authority control processing
Creation of LC subject and name authority records
for MARC bibliographic records.
Includes:- load, index and link authority records
for MARC bibliographic records into GALAXY.
TOTAL $25,000
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SCHEDULE C
Data Processino Services
1 .
Report Management
(Service Declined)
1.1. Included in the Processing Services are preparation of notices and
reports
1.2.
Monthly Report Management Fee
Overdue Notice Mailing Service
N/A
(Service Declined)
Postage, envelope, and handling $.45 per overdue notice, billed monthly
and based on a $.29 first class rate and subject to change based on U.
S. postal rates.
2. Supplies
2.1.
GLX1
Overdue Notice Self-mailers
1000/Pkg.
Quantity
Ordered
1 (1 - 4 @ $97.95/eac)
2.2. Tapes for backup x 15
CS-TLl04-CD
1.2gb 4mm @ 18.00
2.3. Tape cleaner x 2
For 1.2gb 4mm drive
CS-TLl04-HA @ 15.00
N/A
$270
$30
2.4. Report printer ribbon x 1
CS-8010
$9
2.5. Receipt printer ribbon x 6
CS-8003 @ 3.00
$18
Total - Supplies
$327
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Clearwater Public Library Contract P 12 of 22
Qty
1
1
1
1
1
1
2
1
2
1
7
1
1
29
1
1
8
8
8
4
1
CS-QL-898A9-JB
CS-QL-897A9-JB
CS-DL-VT420-CA-H
CS-H9855-M
CS-DV-31GTA-A9**
CS-RZ24-EJ
CS-MS44-BA
CS-TLZ04-FA
CS-SZ12J-XA
CS-DL-DHW42-BA
CS-DSRVG-MA
CS-DEHUB-BA
CS-DEHUX-M
CS-DL-VT420-CA-H
CS-1388 -H
CS-1407
CS-9122-20
CS-1394
CS-1389
CS-QPTGl
CS-8181
1 CS-8180
1 CS-9140
1 CS-83xx
CS-8242
1 CS-8240
1 CS-8241
2 CS-1939
CS-8100
CS-8100
CS-1406
CS-8172
CS-8170
CS-1405
CS-DJ-PC444-03
1
1
69
2
4
4
8
25
Shipping
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SCHEDULE D
Confiauration and Hardware Costs
Description
VAX Datatrieve License
VAX CDD+ Data Dictionary License
Terminal, ASCII, VT420, Amber
Component Workstation for MV3100
VAXServer 3100 40, 8 Mb RAM
Disk Drive, 209 Mb SCSI Internal
8 Mb Memory, for VAX 3100 40
1.2 Gb 4mm DAT SCSI Tape, External
1.38 Gb Disk Drive, external
16 Line Async Interface
DECServer 90L (8 port Ethernet)
DECHUB 8 slot Ethernet Backbone
Cover/Wall Mount for DECHUB
Terminal, ASCII, VT420, Amber
Printer, Serial, Okidata 393
Diagnostic modem
-H Barcode scanner/decoder, VT420
Printer, Screen, Serial, Oki184
Receipt Printer, Serial
Printer Stand for 132 Column Print
-H Portable terminal,scanner,software
Portable (laptop) PC
Barcode Scanner, Laptop compatib
Software for Portable Terminal
-H SuperSEARCH Micro Model 4/16:
Logic 386/486ware Gold
Logic 386 16mhz 4 sessions
-H Stack with 2 Half-height CDs
Thinwire Ethernet cable/connectors
Wire/connectors (per terminal)
Modem, 2400 Baud, V.42
Multiplexor, 8 channel
Multiplexor, 16 channel
Modem, 9600 Baud
DECpc 316sx,VGA,52mb IDE
Unit
Price
N/A
N/A
$595
$300
$9,690
$1,884
$2,000
$6,040
$7,544
$1,520
$1,375
$11058
;JI490
$595
$847
$11195
:!I675
$449
$492
$165
$5,000
$0
$0
$0
$11,995
N/A
N/A
$11895
;JI210
$28
$299
$1,395
$31395
:!I900
$1,649
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Expanded
Price
N/A
N/A
$595
$300
$9,690
$1,884
$4,000
$6,040
$15,088
$1,520
$9,625
$11058
;JI490
$171255
;JI847
$1 , 195
$5,400
$3,592
$31936
;JI660
$5,000
$0
$0
$0
$11,995
N/A
N/A
$31790
:!I210
$11932
:!I598
$5,580
$13,580
$7,200
$41,225
$174,285
$
500
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SCHEDULE E
Software and Database Subscriptions
Gaylord will grant perpetual, non-transferable and non-exclusive licenses for
the following software and databases, subject to the terms and conditions of
this agreement for use at the location(s) specified in Schedule A. Databases
are updated with the frequency noted.
1. Gaylord GALAXY@ Integrated Library System, 1 to 81 terminals
QTY One Time Price
1 GALAXY@ Beginner's Guide (CS-8428) N/A
1 GALAXY@ Manuals (CS-8401-H) N/A
1 GALAXY@ Cataloging (CS-8304) previousl$ Paid
1 GALAXY@ Circulation Control with 28,000.00
Reserve Book Room (CS-8301)
GALAXY@ Public Access Catalog with $28,000.00
Authority Control (CS-8302) $20,000.00
1 GALAXY@ Serials (CS-8306)
1 GALAXY@ SuperCOMM module ($1,000 per port) $1,000.00
1 GALAXY@ SuperSEARCH (Users = 16) $2,990.00
2. GALAXY@ System Software (CS-8303) $3,000.00
1
MARC DBMS
2.1.
Digital Layered Software. Gaylord will sub-license the following
software under the terms and conditions of current licensing policies
of Digital Equipment Corporation.
1 Electronic Mail
1 Datatrieve (Report Writer)
1 CDD (Data Dictionary)
1 VMS, DECNET
Less Discount
($8,000.00)
---------- --
---------- --
TOTAL SOFTWARE
$74,990.00
3. Compact Disc Database Subscriptions; Annual Fees
aTY ~
3 LC English
Update FreQuency
Contracted Separately
Annual Fee
N/A
09/04/92
Clearwater Public Library Contract P 14 of 22
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SCHEDULE F
Installation and Trainino
1. Trainino.
1.1. Six (6) days on-site training, training materials, and support in the
use of equipment and software at $600 per day plus travel expenses:
1 .2.
Training $600 per day:
1.2.1.
Estimated expenses, with a mutually agreeable cap*
$3,600.00
$1,550.00
2. Installation.
2.1. On-site installation of all hardware and software by a Gaylord
technician who will run cable to terminals throughout the libraries, and
will unpack, connect, and test all equipment. (@ $600 per day plus
expenses.)
2.1.1.
2.1.2.
Estimated days x 7
Estimated expenses, with a mutually agreeable cap*
$4,200.00
$1,800.00
------- --
------- --
Total Installation and Trainino (Estimated):
* Hotel $ 80 per diem
Meals $ 35 per diem
Rental Car $ 45 per diem
Air $600 per trip - based on sufficient notice of trip by the City
to secure reduced airfare.
$11 , 150 . 00
09/04/92
Clearwater Public Library Contract P 15 of 22
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SCHEDULE G
Hardware Maintenance
GAYLORD agrees to provide and the City agrees to accept service at the
installation location(s) in Schedule A for the items of equipment shown below or
on attached addenda in accordance with the attached Hardware Maintenance Terms
and Conditions
Line Qty
Equip~en~
Annual Type
M .
No. DeSCr1.Dt1.0n Pavment a1.nt
1.0 1 Terminal, ASCII, VT420, Amber $00.00 X
2.0 1 Component Workstation for MV3100 $0.00 D
3.0 1 VAXServer 3100 40, 8 Mb RAM $1$200.00 D
3.1 1 Disk Drive, 209 Mb SCSI Internal 384.00 D
3.2 2 8 Mb Memory, for VAX 3100 40 $0.00 D
3.3 1 1.2 Gb 4mm DAT SCSI Tape, External $540.00 D
3.4 2 1.38 Gb Disk Drive, external $1$488.00 D
3.5 1 16 Line Async Interface 120.00 D
3.6 7 DECServer 90L (8 port Ethernet) $1$260.00 D
3.7 1 DECHUB 8 slot Ethernet Backbone 168.00 D
3.8 1 Cover/Wall Mount for DECHUB $0.00 D
5.0 1 Printer, Serial, Okidata 393 $204.00 X
6.0 1 Diagnostic modem $144.00 X
7.0 8 Barcode scanner/decoder, VT420 $648.00 X
8.0 8 Printer, Screen, Serial, Oki184 $384.00 X
9.0 8 Receipt Printer, Serial $480.00 X
10.0 4 Printer Stand for 132 Column Printer $0.00 X
11.0 1 Portable terminal,scanner,software $0.00 X
11.1 1 Portable (laptop) PC $150.00 X
11.2 1 Barcode Scanner, Laptop compatible $81.00 X
11.3 1 Software for Portable Terminal $0.00 X
12.0 1 SuperSEARCH Micro Model 4/16: $1,080.00 X
12.1 1 Logic 386/486ware Gold N/A X
12.2 1 Logic 386 16mhz 4 sessions N/A X
13.0 2 Stack with 2 Half-height CDs $454.00 X
14.0 2 Modem, 2400 Baud, V.42 $72.00 M
15.0 4 Multiplexor, 8 channel $380.00 X
16.0 4 Multiplexor, 16 channel $640.00 X
17.0 8 Modem, 9600 Baud, ext. $480.00 X
18.0 25 DECpc 316sx,VGA,52mb IDE $6,600.00 X
Total Annual
$16,957.00
Monthly rate for first year
Commencing on the installation date $1,413.08
Type of maintenance:
D = Digital on site service
X = Gaylord Express exchange
M = Manufacturer Warranty, Library pays cost of shipping.
No replacement equipment wh1.le at repair
09/04/92
Clearwater Public Library Contract P 16 of 22
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SCHEDULE G HARDWARE MAINTENANCE TERMS AND CONDITIONS
1. Term
Th i s Agreement shall have an effect i ve date as statea on
the face hereof and continue for an initial term of one
(1) year, except as otherwise provided in this Agreement.
Thereafter this Agreement shall continue for an indefi-
n!te period but shall be terminated by either party upon
nInety (90) days prior written notice.
2. Equipment and Charges
The equipment covered by this Agreement and the mainte-
nance charge applicable to such equipment shall be as set
forth herein. All charges specified shall remain in
effect for one (1) year from the effective date of this
Agreement. Upon or at any time after expiration of one
(1) year from the effective date, Gaylord may, from time
to time increase said charges upon three (3) months prior
written notice. If said charges are increased, the
Customer may with one (1) month's prior written notice
terminate this Agreement upon the effective date of such
increase. Otherwise the new charges shall become effec-
tive upon the date specified in the notice.
The maintenance charges specified herein shall commence
on the installation date and shall be payable in advance
on a monthly or annual basis. Gaylord may at its option
inmediately terminate this Agreement for payment
delinquency in excess of sixty (60) days.
The Customer shall be responsible for insurance, personal
property taxes, sales and use taxes, and excise taxes or
taxes or amounts in lieu thereof (including sales and use
taxes levied upon services), if any, arising out of this
Agreement, the charges made, services rendered or parts
supplied pursuant hereto.
3. Scope of Maintenance Service
Maintenance service shall consist of remedial maintenance
including replacement of unserviceable parts.
At Gaylord's option, maintenance work will be performed
at Gaylord's offices, an authorized service center
designated by Gaylord or on Customer's premises. If
maintenance work is to be performed at Gaylord's offices
or at a service center designated by Gaylord, Customer
shall be responsible for shipping the equipment to such
offi ces or servi ce center, shipping charges prepaid.
Gaylord shall not be responsible for any loss or damage
in transit. Claims for damage or shortage in shipments
shall be made against the carrier by customer.
If the maintenance work is to be performed at Customer's
premises, Gaylord shall have free and full access to the
equipment and the Customer shall provide a safe place in
whi ch to perform such work. Mai ntenance work wiL l be
performed between the hours of 8:00 A.M. and 5:00 P.M.,
Mond~y through Friday, except legal holidays, referred to
hereInafter as Gaylord's normal working hours. Parts
will be furnished on an exchange basis and will be new
parts or parts equivalent to new in performance when used
in the equipment.
Any equipment shipped by Gaylord's offices or service
center designated by Gaylord will be returned to Customer
via next day del ivery, shipping charges prepaid. If
Customer shall desire a faster means of transportation,
the Customer shall designate the carrier and bear the
complete cost. In either event, Gaylord shall not be
liable for loss or damage in transit. Claims for
shortage or damages in shipments shall be made against
carrier by Gaylord. Customer is responsible for noting
any visible damage upon receipt from Gaylord and
notifying Gaylord of such damage within three (3) days
thereafter.
4. Exclusions
Gaylord's maintenance service provided hereunder does not
include the following:
a) electrical work external to the equipment;
(b) repair of damage resulting from accident, transporta-
tion, neglect, misuse, operation of the equipment outside
the manufacturer's environmental specifications, failure
of electrical power, air conditioning or humidity control
or causes other than ordinary use;
(c) furnishing platens, supplies or accessories, painting
or refinishing the equipment or furnishing material
therefore, making specification changes, or performing
services connected with relocation of machines, or adding
or removing accessories, attachments or other devices;
(d) systems engineering services, progranming and opera-
tion procedures of any sort;
(e) such service which is impractical for Gaylord to
render because of alterations to the equipment or their
connection by mechanical or electrical means to other
devices or alterations to operating systems; or
(f) maintenance on equipment not purchased from Gaylord
unless it has been tested and inspected by Gaylord or
representative of Gaylord.
5. Disclaimers
Gaylord's obligations and warranties under this Agreement
are in lieu of all other warranties, express or implied,
including, if applicable, the IMPLIED WARRANTIES OF
MARKETABILITY AND FITNESS FOR A PARTICULAR PURPOSE and
all other obligations or liabilities for damages, includ-
ing but not limited to consequential damages arising out
of or in connection with this Agreement or the mainte-
nance service performed hereunder.
6. General
(a) Gaylord reserves the right to adjust the maintenance
charges if the equipment specifications, attachments or
features of any item of equipment are changed after the
date hereof.
(b) Gaylord is not responsible for any failure to render
service due to strikes or causes beyond its control.
(c) The Customer represents that it is the owner of the
equipment subject to this Agreement or, if not the owner
that it has the authority to enter into this Agreement.'
(d) Gaylord shall be entitled, upon prior giving written
not i ce to the Customer, to ass i gn th i s Agreement and
Gaylord's rights hereunder to any parent, subsidiary
affiliate or agent thereof. '
(e) Either party may terminate this Agreement at any time
for failure of the other to comply with any of its terms
and conditions.
(f) Any notice or other communications given hereunder
shall be in writing and mailed, if to Gaylord to the
address of Gaylord's office shown on this Agreement and
if to Customer to the address shown on this Agreement or
to such other address as such party shal l theretofore
designate by notice in writing. Such notice or conmuni-
cation shall be deemed delivered when sent postage
prepaid, certified mail, return receipt requested.
(g) This Agreemer.t shall be governed by the laws of the
State of Florida and constitutes the entire agreement
between Gaylord and the Customer with respect to mainte-
nance services. No provision of this Agreement shall be
deemed waived, amended or modified by either party unless
such waiver, amendment or modification be in writing and
signed by the party against whom it is sought to enforce
the waiver, amendment or modification.
(h) The foregoing terms and conditions shall prevail
notwi thstandi ng any vari ance wi th the terms and condi-
t ions of any order submi tted by the Customer for the
repair or maintenance of the equipment.
09/04/92
Clearwater Public Library Contract P 17 of 22
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SCHEDULE H
Software Subscription Service and Maintenance
1. Telephone diagnostics service is available during normal Gaylord Business
hours with emergency referrals from our Operations Center to on call
personnel 24 hours/day, 7 days per week.
\
2. Software Maintenance covers trouble - shooting of any software related problem
and provision of updates to the latest version of the system software.
3. Software Maintenance Fees:
3.1. GALAXY@ Software:
1 GALAXY@ Cataloging *
1 GALAXY@ Circulation Control with
Reserve Book Room
1 GALAXY@ Public Access Catalog with
Authority Control
1 GALAXY@ Serials
1 GALAXY@ SuperCOMM
1 GALAXY@ SuperSEARCH
1 GALAXY@ System Software
1 MARC DBMS
3.2. Digital Software Updates
1 Electronic Mail
1 VMS Updates
1 Common Data Dictionary
1 Datatrieve Report Writer
----------- --
----------- --
Annual Software Subscription and Maintenance:
$11,125.00
* contracted separately
09/04/92
Clearwater Public Library Contract P 18 of 22
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SCHEDULE I
Payment Schedules
1. Payment on Delivery
1.1.
Conversion Services
(Schedule B) <estimated>
$25,000.00
1.2.
Installation and Training
(Schedule F) <estimated>
Supplies/Shipping
(Schedules B, C and D)
$11,150.00
1.3.
$827.00
2. Payment Upon Installation.
2.1.
Hardware Costs
(Schedule D)
$174,285.00
2.2.
Software Licenses
(Schedule E)
$74,990.00
3. Periodic Payments to Commence Upon Installation
ANNUAL MONTHLY
3.1. Database Subscriptions
(Schedule E) N/A N/A
3.2. Data Processing Services
(Schedule C) N/A N/A
3.3. Software Subscription Service and Maintenance
(Schedule H) $11,125.00 $927.08
3.4. Hardware Maintenance
(Schedule G) $16,957.00 $1,413.08
09/04/92
Clearwater Public Library Contract P 19 of 22
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SCHEDULE J
Additional Considerations
1. Installation will be no earlier than September 1, 1992 and no later than
November 30, 1992.
The following are under separate contract to the City for the period October
1, 1991 through September 30, 1992:-
Annual Cost
SuperCat Software Maintenance
SuperCat Hardware Maintenance
SuperCat LC Subscription
$360.00
$1,641.00
$4,800.00
The 3 SuperCat workstations have been factored in to the total number of
online terminals, as shown in Schedule A.
5. For all licensed software provided to the City within the scope of this
Agreement, Gaylord agrees in the event it ceases doing business or otherwise
w1.thdraws its support from such licensed software, it will furnish to the
City, if so requested, sufficient documentation, including but not limited
to source code information, to permit the City to maintain, modify or
otherwise enhance such licensed software. In the event of such an
occurrence, the City shall be bound by all of the software license terms and
conditions of this Agreement and Gaylord shall protect the documentation to
be used for the purposes described in this Section from limitation by any
source. In no event shall the documentation to be used for the purposes
described in this Section be assigned or assignable by operation of law or
by voluntary or involuntary bankruptcy proceedings or otherwise, and any
such assignment or attempted assignment shall be void and in no event shall
the documentation to be used for the purposes described in this Section be
an asset of Gaylord under any bankruptcy, insolvency or reorganization
proceedings.
09/04/92
Clearwater Public Library Contract P 20 of 22
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SCHEDULE K
OPTIONAL EQUIPMENT
UNIT ANNUAL
DESCRIPTION PRICE MAINTENANCE
GALAXY Terminal $1,997 $267
Laser Scanner
GIS Part # CS-9130-H
Includes:
Laser Scanner, Stand,
Controller Wedge
GALAXY Terminal Barwand $675 $81
GIS Part # CS-9122
Includes:
Barwand, Controller Wedge
Barwand, PC-XT Terminal $675 $81
GIS Part # CS-9121-2
Includes:
Barwand, Controller Wedge
Report Printer $1,695 $204
GIS Part # CS-1392
Okidata 393C
24 Pin Printer
Report Printer $9,410 $1,212
DEC Part # LG31-A2
GIS Part # CS-LG31-A2
300 LPM Printer
GALAXY Circulation $456 $60
Control Receipt Printer
GIS Part # CS-1369
Parallel Interface
GALAXY Circulation $825 $96
Control Receipt Printer
GIS Part # CS-1349
Thermal Printer
Continued over -
09/04/92
Clearwater Public Library Contract P 21 of 22
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SCHEDULE K
OPTIONAL EQUIPMENT - CONTINUED
UNIT ANNUAL
DESCRIPTION PRICE MAINTENANCE
GALAXY OPAC $1,490 $192
Laser Printer
GIS Part # CS-1399
OkiLaser 400
GALAXY OPAC Printer $449 $48
GIS Part # CS-1394
Okidata 184 Printer
Terminal Printer $548 $68
GIS Part # CS-1384
Okidata 320 Printer
Printer Buffer $695 $75
GIS Part # CS-1395
Supports 5 terminals
-
09/04/92
Clearwater Public Library Contract P 22 of 22