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2003-001-Approving Contract Amendment Between The Town Of Los Gatos And Epixtech Inc For Library Information’s System MaintenanceRESOLUTION 2003 - 0Ol RESOLUTION OF'THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING CONTRACT AMENDMENT BETWEEN THE TOWN OF LOS GA'TOS AND EPIXTECH, INC. FOR LIBRARY INFORMATION SYSTEM MAINTENANCE WHEREAS, A. On September 1, 1997, Los Gatos Public Library purchased maintenance service for its integrated computer system from Ameritech Library Services, Inc. (now epixtech, .inc.). During the first years of the contract, fees were under $25,000, and thus fell under the Town Manager's purchasing authority. B. Annual fees have increased, reflecting the fact that the equipment is now older and out of warranty. Additionally, the Library now owns more equipment than in the past. C. For the fiscal year 2002 - 2003, the maintenance fee is in the amount of $.37,328.43, and is brought to the Council pursuant to the Town Code section 2.50.130(a) and the Town purchasing procedures. D. The 2002 - 2003 maintenance fee was budgeted in the Library's Circulation Program budget under account 8550 - 61503. Sufficient funds are available to fund this agreement. .RESOLVED, 1. Council hereby .approves the Fifth Amendment to the Library's integrated computer system maintenance contract, and authorizes the Town Manager to execute the contract between the Town and e~ixtech, inc. 1 PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 6"' day of January, 2003 by the following vote: COUNCIL MEMBERS: AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Mike Wasserman Mayor Sandy Decker. NAYS: None ABSENT: None ,,. ABSTAIN: None ~, SIGNS ; !~ ~lL -lC ~llC L_----- MAYO OF THE TOWN OF LOS GATOS LOS ATOS, CALIFORNIA ATTEST: CLERK OF T~IIE TOWN OF LOS GATOS LOS GA%OS, CALIFORNIA 2 FIFTH AMENDMENT TO MAINTENANCE AGREEMENT This Fifth Amendment to Maintenance Agreement (hereinafter "Fifth Amendment") is :hereby entered into as of the _day of , 2003 (hereinafter referred to as the "Effective Date") by and between epixtech, inc., aUtah corporation (hereinafter "epixtech") having its offices at 400 West 5050 North, Provo, iJtah 84604, USA, and Los Gatos Public Library (hereinafter the "Library") having its offices at 110 East Main Street, Los Gatos, CA :95030. Each of epixtech and Library is sometimes referred to hereinafter as a "Party", and epixtech and Library are sometimes collectively referred to.hereinafter as the "Parties". RECITALS WHEREAS epixtech and Library previously entered into a Maintenance Agreement dated September O 1, 1997. (hereinafter "Maintenance Agreement") whereby epixtech agreed to :provide certain maintenance services for Library's automated library system; and WHEREAS epixtech and Library are .now desirous of amending certain of the terms of the Maintenance Agreement; WHEREAS, the Maintenance Agreement was amended on December 1:5, 1998, Apr15, 2000, December 28, 2000 and June 07, 2002,'copies of which are attached hereto; and NOW THEREFORE in consideration of the mutual terms and conditions in said Maintenance Agreement epixtech and Library agree as follows: 1. The term ofthe Maintenance Agreement is hereby extended until August 31, 2003. 2. The Pre-invoicing Exhibit Detail attachments originally provided in the Maintenance Agreement are hereby replaced in their entirety with thePre-Invoicing Exhibit Detail exhibits attached hereto. 3. The fees and charges to be paid by Library for the maintenance services to be .provided during said extension are $37,328:36. 4. Said fees .are due and payable upon execution of this Amendment. IN WITNESS WI-~REOF, the :undersigned have executed this First Amendment effective as of the date first stated above. ep' ech, .inc. r ignature By: Barbara Caradine Its: Customer Relations Coordinator Date: /~~// ~0~, ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Town of Los Gatos, by: Debra J. Figone, Town Manager Recommend. by: _ -L'. ifDL Peggy C_ a ,Library Director .Approved as to Form: Orry P, Korb, Town Attorney Page 1 of a ~ ( OFFICE OF THE TOWN CLERK . ~ AGR ~~ ~ d~ `~ FOURTH AMENDMENT TO'MAINTENANCE AGREEMEIY~H __ This Fourth Amend ent to Maintenance Agreement (hereinafter "Fourth Amenu~~•"` '° "~ "~ p^te~e~ into as of the day of , 2002 {hereinafter referred to as the "Effectiv~~te") by and between epixtech, inc., a Utah corpo ion (hereinafter "epixtech") having its offices at 400 West 5050 Nort , ' ovo, 84604., USA, and Los Gatos Public Library (hereinafter "Library") having its offices at 1~~` "~ ~ cr,~par t ~~ Gatos, CA 95030. Each of epixtech and Library are sometimes collectively referred to hereinafter as the "Parties." RECITALS WHEREAS, epixtech and Library previously entered into a Maintenance Agreement dated September 01, .1997 (hereinafter"Maintenance Agreement"), a copy of which is attached hereto, whereby epixtech agreed to provide certain maintenance services for Library's automated library system; and. WHEREAS, the Maintenance Agreement was amended on December 15, 1998, April 5, 2000 and December 28, .2000., copies of which are attached hereto; and WHEREAS, epixtech and Library are now desirous of amending certain of the terms and conditions of the Maintenance Agreement; NOW, THEREFORE, in consideration of the mutual terms and conditions in said Maintenance Agreement, epixtech and Library agree as follows: 1. The term of the Maintenance Agreement is.hereby extended until August.31, 2002. 2. The Pre-invoicing Exhibit Detail attachments originally provided in the .Maintenance Agreement are; hereby replaced in their entirety with the Pre-Invoicing Exhibit Detail exhibits attachedhereto. r 3. The fees and charges to be paid by Library for the maintenance services to be provided during said extension are $1S,SS3.06. Said'fees are due and. payable :upon execution of this Agreement. IN WI'ITiESS WHEREOF, the undersigned have executed this Fourth Amendment effective as of the :date first stated above. epix h, inc. /~~ C~2~ To Los Gatos, by: -i~-'rt.-i,ct~ ~~ v l -~J ~11.e Signature Debra J. Fi ne, T wn Manager By: Barbara M. Caradine Its: Customer. elatio Coordinator Date: ~ o~ C ~ '~~ Recommended by: Peggy C a , .Library Director ' ATTEST: Approve to Form: Clerk fthe Ton of Gatos, :Los Gatos, California ~ 1/ ~1.~ ~" Orry P ,Town Attorney Mari V. s ov ,'T'own Clerk SOFTWARE, HARDWARE & PERIPHERAL PREFERRED MAINTENANCE AGREEMENT .BETWEEN AMERITECII LIBRARY' SERVICES LOS GATOS .PUBLIC LIBRARY Return to: Janet Broderick 400 Dynix Drive .Provo, UT 84604-56.50 - TABLE OF CO:N'TENTS Section I. Provisions for Maintenance Services ......................................................................2 II. Terms .......................................................................................................................2 III. Subcontractors ........... .............................................................................................. 2 IV. .Diagnosis of Problems ............................................................................................. 2 V. Maintenance Responsibilities .................................................................................. 3 VI. Conditions of AMERITECH's Obligation .............................................................. 5 VII. Obligations of THE LIBRARY ............................................................................... 6 VIII. Nondiscrirnnation ............. ...................................................................................... 6 IX. Charges and Payments ....................................................................._.......................7 X. Termination ............................................................................................................. 8 Exhibits A Software Maintenance Rates B Hardware Maintenance Rates G Schedule 1 C. Schedule 1 - fi0/40 Maintenance Rates E. Price Summary Software, Hardware & Peripheral Maintenance Agreement September 1, 1997 MAINTENANCE AGREEMENT This Agreement is .made and entered into this l st day of June, by and between AMERITECH LIBRARY SERVICES (hereinafter referred to as "AMERITECH"), a Utah corporation having its offices at 400 Dynx Drive, P.O. Box 19010., Provo, UT 84b04-9010, .and .Los Gatos Public Library (hereinafter referred to as "THE LIBRARY"), having its offices at 110 E. Main Street, Los Gatos, CA. USA 95032. The term "AMERITECH" shall refer to the company, its agents, and its sub-contractors. I. PROVISIONS FOR MAINTENANCE SERVICES ANIERITECH agrees to furnish as specified herein services to maintain the .Software, CPU Hardware, and Peripheral Devices described below as the "System" and THE LIBRARY hereby purchases maintenance service .for the System upon the terms and conditions set forth herein. . II. TERMS This Maintenance Agreement shall commence on the 1st day of September, 1997, .and shall continue .for a period of one {1) year. Upon agreement by both AMERITECH and THE LIBRARY, this Maintenance Agreement .may be renewed annually by THE LIBRARY paying the appropriate fees. .III. SUBCONTRACTORS AMERITECH hereby accepts .full responsibility .for the obligations outlined by this Agreement. THE LIBRARY agrees that AMERITECH may sub-contract some or all of the performance of its duties provided for herein, provided that THE LIBRARY approves of the sub- contractor. Nothing in this paragraph shall be interpreted as authorizing the assignment of this Maintenance Agreement by AMERITECH. iV. DIAGNOSIS OF PROBLEMS AMERITECH shall maintain technical personnel stationed at its Utah facility for purposes of providing a telephone customer service to report problems and discuss questions about operations. For diagnosis ofproblems, AMBRITECH support personnel shall be able to dial THE LIBRARY'S CPU directly. 2 Software, Hardware & Peripheral Maintenance Agreement September 1, 1997 (b) IN NO EVENT .SHALL AMERITECH BE LIABLE FOR LOSS OF PROFIT, LOSS` OF GOOD WILL OR ANY SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY LICENSEE OR ANY OTHER PERSON, FIRM OR ENTITY AS A RESULT OF ANY ACT OR FAILURE TO ACT ON THE PART OF AMERITECH IRRESPECTIVE OR WHETHER SUCH LOSS OF PROFIT, LOSS OF GOOD WILL OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES WAS DISCLOSED TO AMERITECH OR COULD HAVE BEEN REASONABLY FORESEEN BY AMERITECH. $. THE LIBRARY may request that AMERITECH perform standard services such as maintenance or installations of new Software released during times outside those identified in paragraph four (4) above. THE LIBRARY will be billed at the then published rate .for the time required to performs such services. B. Maintenance on CPU Hardware 1. Items included .are detailed in Exhibit B of the Agreement. 2. Unscheduled on-site remedial maintenance shall be performed after notification that equipment is inoperative or malfunctioning. AMBRITECH shall provide THE LIBRARY with a designated point of contact :and shall make arrangements to enable maintenance personnel to receive such notification. 3. Hours of remedial maintenance are detailed in Exhibit B .Schedule 1. THE LIBRARY may change- or extend the hours of maintenance coverage upon written agreement by AMERITECH with payment of the then current charges by THE LIBRARY. 4. .All parts necessary for unscheduled on-site remedial maintenance shall be furnished at no additional charge to THE LIBRARY, on an exchange basis. Only new parts or refurbished :like new parts shall be used. C. Maintenance of Peripheral Devices 1. Products covered by the :Peripheral Maintenance portion df this Agreement art listed in Exhibit C. 2. Maintenance for terminals or :peripherals may be terminated by either party on the .anniversary of the contract. Maintenance may .continue for all items originally covered or either party may discontinue :maintenance for specific pieces of equipment. 3. Equipment which has been abused or used contrary to the manufacturer's specifications is not covered by the maintenance .contract .and the full cost of repairs will be borne by THE LIBRARY. a Software, Hardware & Peripheral Maintenance Agreement September 1, 1997 VII. OBLIGATIONS OF THE LIBRARY A. THE LIBRARY shall be responsible for maintaining a sufficient staff to handle normal day-to-day 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 AMERITECH hereunder is not intended to supplant THE LIBRARY's clay-to-.day operation and support for the System. B. THE .LIBRARY shall provide AMERITECH full and free access to each item of Equipment to allow AMERITECH to provide maintenance service thereon and a suitable place in which to ,perform such service shall be made available to AMBRITECH. THE LIBRARY shall provide AMERITECH all access to the .System which AMERITECH believes necessary or desirable for the performance of any unscheduled on-site remedial maintenance services. A designated representative of THE LIBRARY shall be in the building whenever AMERITECH personnel are present. C. THE LIBRARY shall provide suitable .environmental conditions, including space, heat, light, ventilation, cooling, electrical power, current and grounding, overvoltage protection and the like for the System to be maintained properly hereunder. D. THE LIBRARY shall notify' AMERITECH :immediately following discovery of any error, defect or nonconformity in the License Software and THE LIBRARY shall not perform, nor attempt to perform, or cause to be performed, maintenance or repair to the Licensed Software covered hereunder during the term of this Maintenance Agreement except with the prior written or oral approval of AMERITECH. E. THE LIBRARY shall be responsible for maintaining (1) a telephone within operational reach of the central equipment, (2) an auto-answer, 2400/9600/14.4K baud :modem attached to a port for the exclusive use of AMERITECH, and (3) an "outside" phone line for the modem to be used in dial-up diagnostics and maintenance. The cost of procuring and maintaining this line in good operating condition shall be borne by THE LIBRARY. VIII. ,NONDISCRIMINATION Neither AMERITECH, nor any officer,. agent, employee, servant or subcontractor of AIvIERITECH shall discriminate in the treatment or employment of an individual or ,groups of individuals on the ground of race, color, religion, national origin, age, sex or physical disability unrelated to job performance, .either directly, indirectly or through contractual or other arrangements. 6 Software, Hardware & Peripheral Maintenance Agreement September 1, 1997 X. TERi~1INATION A. :Termination of Purchases .and Software License Agreement If the Purchase or Software License Agreements are breached by THE LIBRARY or terminated for any reason, AMERITECH shall have the :right to terminate this Agreement. without prejudice. B. Default. Each party has a right to terminate this Agreement in the event of default which is incapable, of cure or which, being capable of cure, has not been cured within thirty (30) days after receipt of notice of such default. C. Rights and Obli,ations on Termination In the event this Agreement is terminated, each parry shall return to the other all data, materials, and other properties of the other party then in its possession or control. XI. INDEMNIFICATION AMERITECH will assume the defense of, .and indemnify and save harmless, THE LIBRARY, .its. officers and employees from and :against all damages and liability resulting directly from negligence or willful misconduct of AMERITECH in the performance of this Agreement. AMERITECH's and its suppliers' lability on any claims for damages, losses or expenses arising out of this Agreement will be limited to direct damages and will not exceed the system purchase, or for personal injury and damage to tangible personal property claims; NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER AMERITECH, ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, ANY OF ITS PARENT CORPORATION'S AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES. OR AGENTS NOR AMERITECH SUPPLIERS, INCLUDING THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS NOR THEIR SUBSIDIARIES, SHALL BE LIABLE TO OR THROUGH THE LIBRARY FOR .ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST .PROFITS., LOST .REVENUE. OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK. -UNDER THIS AGREEMENT AND A1V`Y AMENDMENTS THERETO, OR THE PROVISION, US:E OR OPERATION OF THE SYSTEM OR SERVICES PROVIDED OR SOLD HEREUNDER, REGARDLESS OF THE FORlvI OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE; THIS SECTION SHALL SURVIVE FAILURE OF AN.Y .EXCLUSIVE REMEDY. s Software, Hardware & Peripheral Maintenance Agreement September 1, 1997 endorsemeil~ are to be received and :approved (4. THE LIBRARY before work commences. iv. Not:~pplicable to AMERITECH. B, General Liability: i. The Town, its officers, officials, emp oyees and volunteers are to be .covered as insured as respects: liability arising out of activities performed by or on behalf of the AMERITECH; products and completed operations of AMERITECH, premises owned or used by the Consultant. ii. AIVIERITECH's insurance coverage shall be primary .insurance :except to the extent that any claims, .losses, are caused. by the negligence of THE LIBRARY or any other additional insured, as respects the Town, its officers, officials, .employees and volunteers. Any .insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of AMERITECH's .insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. AMERITECH's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage. shall .not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt. requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this Agreement with the Town Clerk. D. In .addition to these policies,. AMERITECH shall have and maintain Worker's Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, AMERITECH shall ensure that all subcontractors employed by AMERITECH provide the required Workers' Compensation insurance .for their respective employees. [o So#tware, Hardware & Peripheral Maintenance Agreement September 1, 1997 ~ ' MAINTENANCE AGREEMENT AMENDMENT ;1I{1i Thi Amendment to the Maintenance Agreement is made .and entered into this ~ day of C~~r.~ 1998, by and between Ameritech Library, Inc. (hereinafter referred to as "AMERI'I'ECH"), having its o$ices.at 400 W. Dynix Drive, Provo, Utah 84604, and the Los Gatos Public Library (hereinafter referred to as "THE LIBRARY"), having its offices at 110 East Main Street, Los Gatos, California 95032. The .term "'AMERITECH" shall also refer to the company, its agents, and its sub-contractors. WI-IEREAS, the parties entered into a Maintenance Agreement (hereinafter referred to as "Agreement") dated .September 1,1997; and WHEREAS, the parties desire the amend the Agreement to renew the maintenance coverage from 'September 1, 1998 through August 31, 1999, NOW, THEREFORE, in .consideration of the mutual promises and covenants set forth herein, the parties agree as follows: The parties agree that this Amendment supplements and, to the extent set forth, amends the terms and conditions of the Agreement. This Amendment is governed by all of the provisions of the Agreement, except in those cases where this Amendment directly alters or augments the provisions of the Agreement. In the event of any conflict between the terms of this Amendment and the Agreement, this Amendment shall control. All other terms and conditions of the Agreements shall remain in effect. In accordance with Section II of the Agreement, THE LIBRARY agrees to pay AMERITECH the .current maintenance fees and upon receipt of said fees, AMERITECH and THE LIBRARY agree to renew the Agreement from September 1, 1998 through August 31, 1999. The parties hereto agree to the terms and conditions set forth above. AMERITECH LIBRARY SERVICES, INC. .LOS GATOS PUBLIC LIBRARY ~~~ ~ ~ , ~ Name Name li. ~, ~~: ~ =, Title .APPROVED AS TO FORM: ~j. ~~~ 0 KORB, TOWN ATTORNEY DAVID KNAPP, TOWN MANAGER Title ATTEST: y .~ MA GROVE, TOWN CL R~ ~" . / , ~. AGR: 00.045 MAINTENANCE AGREEMENT AMENDMENT This Amendment to the Maintenance Agreement is made and entered into this ~ day of 2000, by and between epixtech, inc. (formerly Ameritech Library Services, Inc.) .(herein fter referred to as "epirtech"), having its ofl5ces at 400 W. SOSONorth, Provo, Utah 84604, and the Los Gatos Public Library (hereinafter referred to as "THE LIBRARY"), having its offices at 1 IO East Main Street, Los Gatos, California 9502. The term "epLrtech"shall also refer to the company, its agents, and its sub-contractors. WHEREAS, the parties entered into a Maintenance Agreement (hereinafter referred to as "Agreement") dated September 1, 1997; and WHEREAS, the .parties desire the .amend the Agreement to renew the maintenance coverage from September l•, 1999 through'August 3'1, 2000, NOW., THEREFORE, in consideration ofthe mutual promises and covenants set forth herein, the parties agree as follows: The parties agree that this Amendment supplements and, to the extent set forth, amends the terms and conditions of the Agreement. This Amendment is governed by all of the provisions of the Agreement, except in those cases where this Amendment directly alters or augments the provisions of the Agreement. In the event of any conflict between the terms of this .Amendment and the Agreement, this Amendment shall control. All other terms and conditions of the Agreements shall remain in effect. In accordance with .Section II of the Agreement, THE LIBRARY agrees to pay epixtech the current maintenance fees and upon receipt of said fees, epixtech and THE LIBRARY agree to renew the Agreement from September 1, 1999 through August 31, 2000.. The parties hereto agree to the teensand conditions set forth above. epixtech, inc. LOS GATOS PUBLIC L($RARY N me /~,` I' Titl~- ---~ w / Name I o~t.~f~ Y W ~v- Title ATTEST: ~. ~ ''~ ~ ~t ~ n ' MARIA C S~Gi~OII~ TGw`~I CLER ~~ _ , K (~ ~ ~-~' r~t~~~% i~~" THE TOWN CLERK Maintenance Agreement Amendment ~~`~~`' ~~ ~ '.~, ~'C ~ `-•-----~ ~.~1 This Ame ment to the Maintenance Agreement is made and entered into this-.r day of ~ .2000, by and between epixtech, inc. (formerl Ameritec Y h Library .Services, Inc,) .(hereinafter reffered to as "epixtech"), having .it's offices at 400 West 5050 North, Provo, Utah 84604, and The Los Gatos Public Library (hereinafter referred to as "THE LIBRARY"), .having. it's offces at 110 East Main Street, Los Gatos, California 95032. The term "epixtech'" shall also refer to the company, :it's agents, and it's sub-contractors. WHERAS, the parties entered into a Maintenance Agreement (hereinafter refered to as "Agreement") dated September 01,.1997; and WHEREAS, the parties desire to amend the Agreement to renew the maintenance coverage from September Ol, 2000 through August 31, 2001. NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: The parties agree that this Amendment supplements and, to the extent set forth, amends the. terms and conditions of the Agreement. This Agreement is governed by all of the provisions of the Agreement, except in those cases where this Amendment directly alters or augments the provisions of the Agreement. In the event of any conflict between the terms of this Agreement and the Agreement, this amendment shall .control. All other terms .and conditions of the Agreements shall remain in .effect. In :accordance with Section II of the .Agreement, THE LIBRARY agrees to pay epixtech the current .maintenance fees and' upon receipt of said fees ,epixtech and THE LIBRARY agree to renew the Agreement from September O1, 2000 through August 31, 2001. The parties hereto agree to the terms .and conditions set forth. above LOS GATOS PUBLIC LIBRARY/ TOWN OF LOS GATOS Name Debra J. Fiaone, Town Manager Title ATTE T: '~~ ~~ Ma n' V~ o grove, Town C~er ' epixtech, inc ~7 t~l~f t`~,~ :iii . ~~~~~~ r _. _• _ a , _ ...~.~.. FIFTH AMENDMENT TO MAINTENANCE AGREEMEN~ ''' ~- ~~-~G,~~~ Tlus Fifth Amendment to Maintenance Agreement (herenia$er "Fifth Ame . ent") is ere y ~-~~.,~, uito as of the ~ day of,~~NuA~1:.~2003 (hereinafter referred to as the "Effective Date'' '~:°be~c ;~~ epixtech, .inc., a Utah corporation (hereinafter "epixtech") having its offices at 400e~f ~05Q North, Provo, ~' Utah 84604, USA, and Los Gatos Public Library (hereinafter the ""Library") having its offices at 11 ~s°' a~.,~5,,,~ °~ Street, Los Gatos, CA 95030. Each of epixtech and Library is sometimes refereed to hereinafter as a "Party" and epixtech and Library are sometimes collectively refereed to hereinafter as the "Parties". RECITALS WFIEREAS epixtech and Library previously entered into a Maintenance Agreement dated September OI, 1997 (hereinafter "Maintenance Agreement") whereby epixtech agreed to provide certain maintenance services for Library's automated library system; .and WHEREAS epixtech and Library are now desirous of amending certain of the terms of the Maintenance Agreement; WHEREAS, the Maintenance Agreement was amended on December 15, 1998, April $, 2000, December 28, 2000 and June 07, 2002, copies of which are attached hereto; and NOW TI-IEREFORE inconsideration of the mutual terms and conditions in said Maintenance Agreement epixtech and Library agree as follows: 1. The team of the Maintenance Agreement is .hereby extended until August 31, 2003. 2. The Pre-invoicing Exhibit Detail attachments originally provided in the Maintenance Agreement are hereby replaced in their entirety with the Pre-hlvoicing Exhibit Detail exhibits attached hereto. 3. The fees and charges to be paid by Library for the maintenance services to be provided during said extension are $37,328.36. 4. Saidfees are due and payable upon execution of this Amendment. IN WITNESS WHEREOF, the undersigned have executed this First Amendment effective as of the date first stated above. ep' eech, zinc. /~J,I I ~it,Y.LI'.rY'~~c~..~.._.- t..:.-t1k~C~t~ci~-G~~a~ ~~.'ignature ~~T f Los Gatos, by: Debra J. F e, own Manager By: Barbara Caraduie Its: Customer Relations Coordinator Date: f~1_ ~// ./4~. ATTEST: Clerk of the T ~ o os Gatos, Los G s, lifornia >~ ~~- Marian V. sg ve Town Clerk ~ jl~-- J~ Recommend by: Peggy C. a ,Library Director Approved as to Form: ~:' orb, Town Attorney Page 1 of a