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Home My WebLink About1999-172OP av • _Thn Riser Cgunly Library S sden3 May 20. 1999 Geac Computcrr, luc. GemSALES AND LICENSE AGREEMENT P.O. Pox 5150 i Technology DtivC 1N'�ttlo[Oaaph.lNA nt5lSi Geac Computers, Inc. ("Geac") and the Indian River County Board of county Commissioners of 1844 25'h Street, Vero Beach, FL 32960 (the "County") agree as follows: I. The S)vstem. Under this Agreement, Gcac sisal] provide and lite County shall obtain for its Iridian River County Library System (the "Library") a library automation systern (tile "System") consisting of rile equipment, software and services listed in Schedules A and the documentation which is provided therewith. ror purposes of this Agreement, the term Library refers to and nicans the "County." 2. Produrl and Service Pricing. The pricing far [lie System is sutmnarized in Schedule B, 'Clic Library shall also pay all taxes and assessments arising out of the safe, use or license of the System except for taxes based upon Geac's net income pursuant to the teens in. paragraph 14. herein. 3. Payment The Library $11,111 pay for the System in accordance with the payment schedule in Schedule C. All Geac invoices are payable in full within thirty (30) days of issuance. Late payment of any monies due Geac is subject to interest at a rate crone and one half percent per month, but not in excess of the lawful nlaxilllunl. if the Library delays the System implementation for any reason, Geac may invoice and the Library agrees to pay charges for die next applicable rnilestonc(s) otherwise. payable if the Library had not delayed lite impletnentation.. 4, Site Preparation. Tlhc Library is responsible for preparation of the silc and supplying lite space, utilities and other System prerequisites in accordance with the recommendations of (tic Geac field engineer during a prc-site inspection meeting and pursuant to an implementation scltedide ("Implementation flan") to be provided by Geac subsequent to tale execution of this Agreement. S. Delivery. Gi-ic shall deliver Ilse System in accordance with a mutually agreeable time period. 11te Library shall pay Geac for Irmisportation•related cltart cs that include shipping; and handling, sl=ificd in Schedule A. Loss or daruagc to lite System is the responsibility of Geac prior to delivery and lite responsibility of the Library alter delivery. 6. Installation. Geac shall install the Systcan in accordance with the Implementation Plan and the Library shall provide Geac with all necessary access 10 lite Library premises. Geac shall, if requested, connect the Equipment to telephone company lines but has no responsibility for such lines nor is Gc1c responsible for the conneclion of the .System to ilCnhs 3101 provided by Geac. 7. Library Responsibilkies, 17he Library shall provide Gcac (a) all support and information required for System installation and implenicniation. and (b) if applicable, the dal:a for tic building of the data files required for System implementation, Gcac has no responsibility or liability for the Library's procedures, data or infonnation. ' lac Library shall maintain ownership and control of all data. 8. SofAvare License. Geac grants to tie L'sbrary a non -transferable, non-cxctusive license to use the Soflware and any firmware included in the System, solely in connection with the System in the conduct of library operations. T'he Sotware is and remains the sole and exclusive property of Gcac or may third parties furnishing portions of the Software and the license docs not tralhsfer or convey to (lie Library any title fill or ownership of the SoftwarC. 11C term of lite license continues as long as the Library is subscribing to Gm,; for software support and is incompliance with the terms of this Agreement. Tltc Library may copy the Sollware for its own use for reasonable archive or backup purposes bill otherwise tray not copy or duplicate the Software. 9. C'orrfidentiafily. The Library shall hold the Soft4varc in confidence al all tittles, use the Software solely as permitted lterein and make no outer use or disclosure of tlhc Sonivarc. 11he Library acknoiviedges that lite Software and all fnuware included in the System conslilule trade secret and copyrighted material of Geac of otter third p:ttiic.s. The Library shall not modify or reverse engineer lite Software or remove or alter any copyright or Cotter proprietary notices included on or in the Software. if). Other Services. Cather services to be provided by Geac such as trtining, implellientalio» support rued other professional setviccs are set forth in Schedule A. IL Mzrranry. Geac warrants that (tic System provided herein has been configured to meet lite paramclers specified in �'chedulc A. If Ile Library exceeds such pararnclers, ilia refitted warranties herein are not applicable. Unless otherwise specified, Geac provides a ninety (90) day 4warranly on all new hardware and new soil ware coil intent. ingt oil lite date of installation. +C,eac Loinputem Inc page I of 10 r luifian River County Library +atem May ?Q 199 - If the System, or any part thereof, fails to meet tine warranties herein during !lie applicable warranty period, the Library shall Promptly notify Geac of such failure. Geac, at its option and expense, shall either repair or replace the defective portion of the System. Expendable items, such as ribbons, tapes or cartridges, are excluded from the warranty. Geac warrants that the Library will obtain good and clear title to Ilse Equipment., free of arty liens or encumbrances. Gcac reserves the right to retain a security interest until all monies owed to Geac are paid in full. Geac warrants: a) that it has the right to grant Software licenses hereunder and that the Software will operate substantially in accordance with the functional specifications detailed in the Software documentation for the applicable release, and b) that the Software will be generally free from material faults, with the understanding drat the Software is of a complex nature and nmy have some inhercut defects. Both parties warrant that they have the fill] power and authority to enter into tins Agreement and that this Agreement is valid, binding, and enforceable against them. The warranties herein arc exclusive and are in lieu of all other warranties, expressed or implied, for the System. The Library's sole remedy and Geac's entire liability for equipment or software under warranty tftcnt is defective is lirntitcd to repair or replacennent of the defective item. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED, EXCEPT WHERE SUCH EXCLUSION IS PROHIBITED BY LAW. Gcac docs not wan -ant a) the compatibility with the System of any equipment not provided or certified by Gcac; b) the performance or functionality of the Soft vare on any equipment not provided or certified by Geac, or c) the performance of the Software if software not supplied or certified by Geac is oper;ntcd an the Equipment. 12. Maintenance. Upon installation of the Central Site Hardware, Geac shall continence maintenance of the new System under a nuninteriance agreement between Geac and the Library. The Library's first annual maintenance invoice will be pro -rated to include the applicable warranties. 13. Product and Service Orders. Tine Library may confirm this Agree itic nt or order otlie r equipment, sonwarc and services offered by Geac for the System tinder an order form acceptable to Geac which at a minimum contains a) the identification of the product or service (by quantity, model munber, description and charges), b) shipment instructions, including requested delivery dates, and c) reference to any proposal data provided by Gene. Any other terns and conditions on the order form or otherwise are not binding on Geac even if the Library fails to reference this Agreement which shall be deemed automatically incorporated in the Library's order, All orders are subject to Geac's acceptance and credit requirements. 14. Taxation. The Library represents [telt it is exempt from federal, state and local taxation. The Library agrees to indemnify Geac for any federal, state or local taxes which Geac may be required to lofty in the event the Library is not exempt from such taxes or fails to Maintain its tax exempt status, togOltcr with reasonable legal fees, penalties, interest and/or other charges which may be incurred by Geac in connection with tare payment of such laaxes, provided that Geac uses its lest efforts to mininlire such fees, penalties, interest and charges. 15. [Niter SoOt ivarc. The Library represents that it shall not develop its own software or enhancements for use in connection with the System or use software or devices provided by lbird parties in comicclion with ilic System. 16, Disconflnuance. Within 30 days from the date ilia Library discontinues use of awry pili -tion of (lie Software licensed hereunder, the Library shall certify in writing to Geac that the Software or portion, including all machine-readable code, user documentation, other related nuacrials provided therewith, and any copies thereof, in whole or in part, have been destroyed or returned to Geac. 17. Infringement. Geac shall defend any suit brought against lire Library alleging infringement of any patent or copyright ill the United States by the System and indenutify [lie Library against any damages and costs awarded provided that (a) Geode has the sole control of such defense, (b) such suit arose solely as a result of Genes design or composition of tine System, (c) the System is used by the Library in the form, state and condition as provided by Geac, and (d) the library provides immediate notice of such suit to Geac, The foregoing is Ge ac's entire liability for patent or copyright infringement by the System. 18. LIh11TATIONOFLIAISILITY. GI -AC'S AND ITS LICENSORS' LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, WHETHER FOR BREACH OF WARRANTY Olt CONTRACT, TORT (INCLUDING NEGLIGENCE). OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE EQUIPMENT OR LICENSE FEE OF 111E. SOFTWARE WHICH ALLEGEDLY CAUSED THE DAMAGE. IN NO EVENT SHALL GEAC OR ITS LICENSORS HAVE ANY LIABILITY FOR INCIDENTAL, SPECIAL. INDIRECT OR CONSEQUENTIAL DAMAGES, 19, Tale and5eeitrity Interest. Title to the Equipment passes to Ilie Libruy upon shipinetit . Until full payment of the System is received Geac reserves a purchase money security i merest in all Equipment lutd the proceeds thereof to secure the Library's fall payment of tbo System. Such security intetesi terminates upon such payment Geac tray sign on behalf of the Geac Compmtem Inc Page 2 of 10 40 Jhdlmn River CountylKfav 20 1999 Library and file financing statements to perfect or evidence Geac's security interest and Clic Library agrees to pay all charges associated with the filings. 24. Governing Lary. This Agreement is governed by tite laws of the State of Florida and the parties agree to submit to the exclusive jurisdiction of the courts of such sh te. 21. Arbitration, All disputes, controversies or disagreements of any nature arising out of or in connection with dris Agreement arc exclusively subject to arbitration before a single arbitrator in accordance with lite then current commercial arbitration riles of the American Arbitration Association. The arbitration will be held in the city designated by die Library if brought by Geac and in Boston, Massachusetts if brought by the Library. The arbitrator's award will be binding upon the parties and judgincrrl on such award may be entered in any conn ofcompetent jurisdiction. 22, Notices. All notices given under this Agreement must be in writing and sent by certified mail, return receipt requested, to the other party at its address set forth in the preamble to the attention of the President of such party. 23, 0rcumsfancesBeyond C'ontraL Neither party is liable for delays in perfornrevrcc due to any cause beyond their control, including, but not limited to, governmental acts, acts of God, acts of the other party, labor problems or supplier or transportation difficulties, Any such cause extends the performance of the obligation to tiro eNtent of the delay, 24. Assignment The Lib M. may assign this Agreement only with the prior wri lien consent of Geac 25, Entire Agreement This Agreemcni, including tine 011ier Documents referenced in Section 26, is the complete and exclusive statement of the agreement between the parties and supersedes all prior oral and written proposals with respect to the subject matter. Tins Agreement may be amended, waived, or revoked only by an instrument in writing signed by both parties. 26. Other Documents. Tile following Schedules and other documents are incorporated into and made a part of this Agreement: Document Title Date Schedule A — Equipment, Software and Services (Including General N/A Pricing Terms and implementation and Configuration Parameters) Schedule B — Surmnary of Charges NIA Schedule C — Payment NIA •EYr,C'UTf D in two originals as of the last date written below. Indian River Cou Board of 6&nty Commissioners Geac Computers, Inc. Signature: ��t',Signature: 8y; ENtdETH R. MA1CHT By: Ellen Isaacson (Printed Narne) (Printed blame) Title CHAIRMAN (Printed Senior Libmry division Manae;cr Date: �- v2 f q q g Date:+c_ qua, Aim Cc, Agpepve0 Menlo. % Legal Qx4�;el % 0egl Risk Mgr. (fere Computers, Inc Page i of 10 0 1i dfan River County Library System SCIIIEDULE A EQUIPMENT, SOFTWARE AND SERVICES Qty Dosevinflon Unit List Total List May 20, 1949 Unit AMC Total AMC 1 Ethernet Terminal Server Software 495 495 59 59 ThW Percy Software Total $ 17,185 $ 7,595 Toftware Total $ 70 980 $ 31,338 II. SERVICES 1 System Administration Training 975 975 NIA NIA (1 Day) 1 Post Installation Training 1,950 1,050 NIA NIA (2 Day) 1 Client Sofiware Module Training 5,850 5,850 NIA NIA (Estimated 6 days) 1 Graphical Report Writing Client 2,400 2,400 NIA NIA Customization and Training 1 Graphical Report Writing Client 500 500 NIA NIA Installation (Optional) 1 GeoWeb System Integration, 10,875 10,675 NIA NIA Software Load, Pre -configuration, onsite Customization, Training and Project Management 1 System Integration, Staging 7,200 7,200 NIA NIA and Software Installation 1 Database Migration to 10,000 10,000 NIA NIA New Server Platform 1 Project Management 2,925 2,925 NIA NIA (3 Heys) 1 Server Software Installation 1,200 1,200 NIA NIA Training and Professional Services Total 43,675 $ - IU. EQUIPMENT 1 Ultra Enterprise 10S Server $ 18,167 $ 18,167 Three Year Maintenance Includes: Included - 333 MHz UltraSPARC2 CPU - 512 Mia RAM memory - 10/100 Ethernet Port Dual Attach FDD1 PCI Card - 4mm DAT Tape Drive - (4) PCI 110 Slots - 32x CDROM RAID 0+1 Mirrored Storage for: 70,000 Patron Records 226,000 MARC Records 188,000 Authority Records 307,000 Item Records 657,000 Circulation Records I Sun Ultra Enterprise 5S Geg)%4 b Server 5,323 5,323 Three Year Maintenance Suirrorling: Included 30 Licensed GeoWch Users 2 Diagnostic Modem: 145 290 30 60 33.6 kbps V.34 Greac Computers, Inc. Rigs 3 of 10 ti • 'Indi'an River Counly Library System SCIIEDUIX A Mqy 20, 1999 EQUIPMENT, SOI'TWAR . AND SERVICES Qty. description Unit Last Total List Unit AMC TotalANTC 15 4 MM Tape Cartridge: 4 GB 35 525 NIA NIA 125 meter 4 mm DDS -3 DAT tape 1 4 MM Cleaning Cartridge (50 cleanings) 18 18 NIA NIA 2 675 WATT, 1020 VA 799 1,598 Uninterruptible Power Supply 1 Geac 24 port Ioil 00baseT Huh 1,800 1,800 215 215 6 10baseT transdever 55 330 24 144 8 Geac UTP Modular Cord 25 200 NIA NIA Cat 5 RJ -45 Straight 25 ft. 6 16 port Micro Annex XL Existing Existing 312 1,872 Communications Server, TCP/IP Central Site Hardware '%tai $ 28,251 $ 2,291 25 LL500 omniLink Interface Controller 515 12,875 48 1,200.00 with Counter Mount Stand, Keyboard Wedge, Power Supply and Cables 25 8 Millimeter Barcode Reader Lightpen 137 3,425 24 600.00 2 P4500 Report Printer Existing Existing 189.00 378.00 6 8136-02 Thermal Receipt Printer Existing !Existing 84.00 504.00 1 Geac OptiView Base System Existing Existing 145 145 Hardware Total , ALLATION AND SHIPPING 1 Central Site Hardware Installation $ 4,580 $ 4,580 NiA NIA 1 Peripheral Installation 600 600 NIA NiA (First 5 Lightpens) 1 Shipping and Handling 900 900 NIA NIA Installation and Shipping Total 3 6,080 $ - f c',a,,i:,t:,,. 1i•. Page6of10 4W Millan River County bbrary System May 2y o 1994 General Pricing Terms For Schedule A 1. Prices include documentation. Documentation for Sun Microsystems hardware and soiiware is provided on Compact Disk. Updates to Geac application documentation are provided at filo additional charge. Updates to original manufacturer's documentation such as printer and lightpen nianuals arc provided at then current prices. The Library is responsible for all documentation shipping charges. 2, Prices are F.C1,13, Westborough, Massachusetts. 3. The standard warranty for Sun Microsystems server equipment includes one year of on-site service, including parts and labor %with next day response. The purcliase prices for cite Sun Server units in Schedule A include an upgrade to a 3 year warranty, including on-site parts and lahor wills 4 hour res;,onw thine, ltifo;iday Otiough Friday 8:00ant to 5:00pni, excluding local Holidays. The warranty period for all other equipment is a 90 days. 4. Gcac reserves the right to substitute egninnierii which is funciic wally quivalcoit to or better ilian Qrc cquipliicut hstcd. 5. Geac's implementation of equipment may vary from nianufacturer specifications to facilitate optimal performance in the library environment. Maintenance is billed annually in advance. G. Maintenance charges indicated are provided for reference purposes only. Ternis, conditions and pricing for maintenance service are specified in a separate agreement between the parties. 7. Training classes are held at (he Library site. Training and service prices do not include travel and lodging expenses for Geac's installation consultant and Project Manager. Actual expenses, not to exceed $2,000 per visit will be invoiced to the Library, as uncuffed.. Class size is limiled to six persons. Additional training is available for a charge of $975 per day plus travel and expenses. 9. Installation pricing; does not include travel and lodging expenses for Geac Geld engineer(s). Actual expenses, not to exceed $2,000 per five-day visit, per engineer will be invoiced to the Library, as incurred. G ow Compumm itx. Kige 7 of ltt A 'Wian River Cowily Library System May 1f( 1494 Implementation and Configuration Parameters For Schedule A The equipment in this Schedule A is configured to support the file sines and user levels listed below in a RAID 0+1 striped and mirrored storage configuration. RAID (Redundant Array of Independent Disks) coordinates multiple disk drives to protect against loss of data availability if one of the disk drives fails. 70,000 Patron Records 226,000 MARC/Title Records 188,000 Authority Records 307,0".,J° Rena Rci urds 657,000 Annual Circulation 76 Licensed Client/server Users 30 GcoWeb Users 98 Serial ports (includes ports for diagnostic modem and report printer 16 1OBaseT ports 9 Gbytes Available disk space for customer database at RAID 0+1 striped and mirroring This System is configured with sufficient CPU and memory to support 160 users with the acquisition oradditional software licenses. The System is also upgradeable with the acquisition of additional memory and/or d:c substitution of configured memory, to support up to 300 users at release level 2.6. Future releases may require additional CPU mid/or memory to support additional software features and to operate PLUS on more robust relational dalabasc software. Svstcm Requirements: 1, Geac requires that the library have at least one telephone line for each diagnostic modem on each server in the computer morn and one telephone lime for voice. 'rhese lines must be dedicated to the support and maintenance of the system and the operation or the computer room. The telephone lines for diagnostic modems should have an unlisted number and should never be used for public access. 2. Geac requires category 5 twisted pair cable for all devices both PCs and terminals. Geac Computers. Inc Page 8 of 10 0 • ® : r, Indian ,River Count Library S sleet _ _ May 20. 1994 , SCHEDULE. B -- SUMMARY OF CHARGES COST SUMMARY TOTAL CHARGES TOTAL, EQUIPMENT $ 44,551 TOTAL, SOFTWARE 70,980 TOTAL PROFESSIONAL, SERVICES Training $ 11,175 Software Installation Related Services 32,500 Hardware Installation Services 5,180 Shipping 900 49,755 TOTAL CONTRACT VALUE $ 165,286" The total comracl value includes a reduction of $10,000 for the 230.50 Server Soliware which represcnls (1) consideration of prior payments by the Library in the amount of $8,000 for non-delivercd Serials Control svStware and (2) an additional discount of $2,000 for the large peripheral etluipmeat order by the Library, G= computartf, Inc- PAV 9 of 10 40 O ►-• ON Indian River CountyLibrary ahrnry Suslent Alov 20. 1999 SCHEDULE C-- PAYMENT MILESTONE PA'YMEN'T I. PAYABLE UPON EXECUTION OF'I7-IIS AGRE13ME--91' d 50% of Total Equipment and Software Charges $ 57,765.50 II. PAYABLE; UPON INSTALLATION i 50% of Total Equipment and Software Charges $ 57,765.50 8 PAYA13I,E IN I-'ULI. U['ON COMPl.]37'ION OI SIiIZV ICF ♦ Software Services 32,500.00 ♦ Training 11,175.00 Hardware Installation Services 5,180.00 # Shipping 900.00 TOTAL, PAYMENTS DUE $ 165,286.00 frac Colo Hulas, Inc ;age 10 of 10