R-87-956 - 2/26/1987I .
Round Rock, Texas
March 24, 1987
37'
is Agreement is made and entered into this os/ day of
, 1981 by and between DYNIX, Inc. (hereinafter
r ferred to as "DYNIX "), a Utah corporation having its
offices at 1455 West 820 North, Provo, UT 84601, and the
City of Round Rock whose mailing address is 214 East Main
Street, Round Rock, TX 78664. The term "DYNIX" shall refer
to the company, its agents, and its sub- contractors.
PURCHASE AGREEMENT
RECITALS
OUrc.ow`I
Whereas, on December 21, 1986, DYNIX responded to a request
for proposal (the "RFP ") dated October 23, 1986, proposing to
provide certain Equipment, Software licenses, maintenance and
related services to the City of Round Rock (hereinafter
referred to as "CITY "), said request for proposal and DYNIX
responses being on file in the office of the director of the
CITY (hereinafter collectively referred to as "Proposal ");
and
Whereas, the CITY now desires to contract with DYNIX to
obtain the Equipment, license to the Software, hardware and
software maintenance and other key services and DYNIX desires
to contract with the CITY to provide said Equipment, license
to the Software, and hardware and software maintenance;
Now, therefore, in consideration of the mutual covenants,
promises and undertakings contained herein, the parties
hereto hereby agree as follows:
1. FURNISHING OF EOUIPMENT AND SOFTWARE
Subject to the terms and conditions set forth herein,
DYNIX agrees to provide at locations specified by th4-
Library, and THE CITY hereby agrees to purchase:
1. the Equipment listed on Rider B hereto
(collectively the "Equipment ") at the price listed
on Rider B.
2. the license for the use of the computer programs
and related documentation listed on Rider C hereto
(collectively the Software ") at the price specified
on Rider C.
3. the DYNIX services listed on Rider D at the
prices specified on Rider D.
Any hardware or software product, modification or service
not specifics ly listed on Rider B, C, or D shall not be
the subjec o f this original agreement, but may be added
to this a eement as per written amendment as per
Provision 34.
PAGE 1 ROUND ROCK CITY
2. CONTRACT DOCUMENTS
The contract documents shall consist of:
A. CITY's Request for Proposal dated October 23, 1986;
B. Proposal Prepared by DYNIX, Inc. - dated December
21, 1986, (the "Proposal ");
C. This Agreement, including the following Riders
attached hereto:
Rider A. Schedule of Activities
Rider B. Equipment List, Prices
Rider C. Software, Documentation List, and other
Prices
Rider D. DYNIX Services, Prices
Rider E. Price Summary
Rider F. Payment Schedule and Contract Milestones
Rider G. System Hardware Quality Examination
Rider H. Database Load Performance Examination
Rider I. System Equipment Reliability Examination
Rider J. System Functional Competence Examination
Rider K. Full Load Response Time and Processing
Capacity Examination
Rider L. Escrow Agreement
Rider M. Taxes
Each of these documents is incorporated herein by this
reference as if set forth in full, and shall constitute a
part of this Agreement. In the event of any conflict in
the obligation pursuant to the above documents, control
shall be determined in the following order:
1. This Agreement
2. The Clarifications
3. DYNIX Response to the RFP
4. The RFP
The failure of this Agreement to include reference to any
matter contained in any other contract document shall not
be deemed to constitute a conflict.
3. DEFINITION OF TERMS
A. Equipment: The items listed on Rider B hereto.
B. System: The total complement of equipment and
software furnished by DYNIX which are acquired to
operate as an integrated group.
C. Licensed Software (hereinafter called "Software "):
Each software product listed in Rider C, including
machine - readable object code (not source code) for
such product, any user documentation for such
PAGE 2 ROUND ROCK CITY
product, and any other related materials which are
furnished to the CITY by DYNIX for use in connection
with such product.
D. Use: To cause the computer system as designated in
Rider B to execute any machine - readable portion of
the software or to make use of any documentation or
related materials in connection with the execution
of any machine - readable portion of the software.
4. SITE PREPARATION
The CITY shall, at its own expense, prepare the site(s)
to house the computer equipment in accordance with the
installation specifications presented in DYNIX proposal
or supplied to the CITY not less than sixty (60) days
prior to the scheduled delivery and installation date for
the automated system.
Site preparation shall be completed by the CITY no less
than ten (10) days prior to the scheduled delivery and
installation date for the computer equipment. Upon
completion of the site(s), the CITY shall notify DYNIX
that the site is completed and ready for inspection.
Prior to or during the hardware installation, DYNIX shall
provide a representative to physically inspect the site
and, at completion of this physical inspection provide a
written statement of the results of this inspection.
Should the CITY - prepared site be adequate, DYNIX's
written statement shall indicate that the site has been
physically inspected and that the site meets DYNIX
specifications for the proper and safe operation of the
system.
Should the site be inadequate, DYNIX shall itemize the
specific problems and reference the correct requirements
f Rm the original site preparation documentation
presented to the CITY. The CITY shall then have sixty
(60) days to correct these deficiencies and shall provide-
written notice to DYNIX that the site is available for
re- examination. The CITY shall be responsible for
payment in an amount not to exceed $600.00 for each
re- examination visit. Should upon - xamination
installation be possible in the same v sit, the CITY
shall be responsible for no additional costs. Should
DYNIX fail to inspect the site according to the schedules
presented in this Agreement, for either the initial
inspection or the re- examination where necessary, DYNIX
shall be deemed by this Agreement to have approved site
preparations and any subsequent site changes necessary to
install the scheduled system shall be totally the
financial responsibility of DYNIX. Any and all changes
or modifications to the preparation of the site resulting
from inaccurate, incomplete, or erroneous specification
provided by DYNIX which result in added costs for
correction or expansion of the site will be the
PAGE 3 ROUND ROCK CITY
responsibility of DYNIX and will
expense.
Should, within 60 days, the CITY
deficiencies within the correction
be in default.
5. TRANSPORTATION AND INSTALLATION OF EOUIPMENT
A .
TRANSPORTATION
B. INSTALLATION
be provided at DYNIX's
fail to correct the
period, the CITY shall
(1) Shipments to and from the installation site(s)
shall be made by DYNIX by commercial carrier
and /or by vehicles properly constructed for
shipment of electronic and computer equipment.
The CITY shall not be responsible for any
shipping or insurance costs not presented in
the proposal.
(2) All computer room Equipment shall be delivered
as "inside deliveries" to the computer room
and /or storage room.
(3) Equipment shall be preserved, packed and
marked in accordance with standard shipping
practices.
(4) DYNIX shall provide to the CITY twenty -four
(24) hours notice prior to delivery of CPU.
(5) THE CITY shall receive all shipments from
vendor and care for the same in a prudent
manner until vendor arranges for its instal-
lation.
(1) DYNIX shall furnish all necessary labor,_
materials, and other services listed on Ridet
D required to accomplish installation at the
installation sites as specified in this
Agreement. All debris generated in the
performance of work during installation shall
be removed by DYNIX at no additional cost to
the CITY. Installation shall be performed
during normal business hours, and the CITY
shall make every reasonable effort to allow
DYNIX personnel sufficient work space and
access to the installation location during
normal business hours or at such other times
as may be mutually agreed upon. DYNIX shall
provide the CITY with a written list of
anticipated installation activities (10) ten
or more days prior to scheduled installation
date.
PAGE 4 ROUND ROCK CITY
(2) When the system has passed the Hardware
Functionality Test, Dynix shall certify to THE
CITY that the installation is complete.
6. RISK OF LOSS
DYNIX is responsible for all risks of loss or damage to
Equipment furnished under this Agreement until delivery.
After which THE CITY will be responsible for risks of
loss or damage, except for such periods as DYNIX is in
the process of installation.
7. DATA LOADING
DYNIX assumes responsibility for the loading of all CITY
data as specified in Rider D.
8. PERFORMANCE TESTS
The system shall be fully accepted upon successful
completion of the following performance tests.
A. System Hardware Quality Examination (Rider G)
B. System Full Load Response Time and Processing
Capacity Examination (Rider K)
C. System Functional Competence Examination (Rider 3)
D. System Equipment Reliability Examination (Rider I)
E. Database Load Performance Examination (Rider H)
9. NARRANTIES
A. PERFORMANCE LEVELS
DYNIX warrants that the system provided pursuant to
this Agreement will meet or exceed the performance
standards as described in Riders "G" through K.
In the event that the system fails to perform
according to these performance standards any time
within five years after the acceptance of the
system, DYNIX will provide at no additional cost
whatsoever to the CITY additional hardware and
software necessary to bring the system into
compliance with these requirements.
B. TITLE WARRANTIES
DYNIX warrants that the CITY shall acquire good and
clear title to Equipment being purchased by the CITY
PAGE 5 ROUND ROCK CITY
•
hereunder, free and clear of all liens and
encumbrances.
C. HARDWARE WARRANTY
DYNIX, to the best of their knowledge, warrants that
all equipment provided under this Agreement, whether
installed initially or under subsequent purchase
orders, shall be: approved by Underwriter's
Laboratories, and will be free from defects in
workmanship or material for a period of 30 days from
the date of installation. During this 30 day
warranty period, DYNIX shall furnish all replacement
new parts, repaired parts, service labor and other
repair costs at no cost to the CITY. At the
conclusion of the warranty period or prior to the
conclusion of the warranty period, the CITY shall
have the option to secure DYNIX maintenance of
equipment under a separate maintenance agreement.
All equipment shall be newly manufactured and not
"used" unless the fact that the equipment has been
used has been disclosed to the CITY and the CITY has
given its written consent.
D. WARRANTY OF MERCHANTABILITY
DYNIX warrants that the computer products, both
hardware and software, are merchantable and fit for
the ordinary purposes of which the products are
normally used.
E. WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
The CITY has presented detailed descriptions of the
particular purpose for which the automated system is
intended. The CITY has provided detailed
quantitative descriptions and criteria of how the
system can be defined to accomplish or fail the
CITY's particular purpose. The CITY has also
= defined the exact procedures and techniques to be
employed in testing whether the proposed system has
achieved the defined performance of the particular
purpose.
Given this advanced preparation concerning and
documentation about the CITY's particular purpose,
DYNIX at the time this agreement is in force has (1)
reason and opportunity to know the particular
purpose for which automated system products are
required and (2) that the CITY is relying on the
Vendor's experience and knowledge of these products
to provide those which are suitable and appropriate.
Therefore, DYNIX warrants'that the system is fit for
the purposes for which it is intended as described
in this document.
PAGE 6 ROUND ROCK CITY
10. PAYMENT SCHEDULE
A. Payment is due upon invoice. Payment shall be
according to milestones detailed in Rider F.
B. Invoices shall be submitted to:
11. TITLE
Dale L. Ricklefs
Round Rock Public Library
216 East Main
Round Rock, TX 78664
Title to the Equipment shall pass from DYNIX to the CITY
by Bill of Sale upon successful completion of the System
Hardware Quality Examination described in Rider G and
payment of the associated invoice from Rider F.
12. TRAINING
DYNIX will provide training sessions on the operation and
use of the system for the CITY Library's personnel as set
forth on Rider D at times to be agreed upon by DYNIX and
the CITY library.
DYNIX agrees to provide at DYNIX's then published rates,
not to exceed $2,000 per day, periodic review sessions
and training then being offered. Any additional training
required as a result of hardware and /or software upgrade
to the system purchased under this Agreement will be
provided as agreed by DYNIX and the CITY.
13. DOCUMENTATION
DYNIX shall provide system documentation and printed-
training manuals for the operation and maintenance of the
system. Such documentation shall include:
A. The DYNIX Users Reference Manual which describes the
system functions, including such topics as security,
file descriptions, file maintenance, searching,
cataloging features, circulation features, and
reports.
B. All updates to the Users Reference Manual due to
fixes and /or enhancements to the software purchased
by the library which have been generally distributed
by DYNIX.
C. Appropriate user documentation for all peripherals,
including at least one copy of each of the manuals
for each type of equipment.
PAGE 7 ROUND ROCK CITY
D. One set of manuals for the computer that describes
such activities as system boots, file saves, tape
loading, and proper handling of the hardware.
E. The [ hardware Preinstallation Guide that provides
information on physical preparations necessary for
proper equipment installation.
F. The Software Preinstallation Guide that provides
information on library defined variables and
parameters.
G. Five Training Guides including an overview and
worksheets for use during onsite training sessions.
THE CITY may photocopy or otherwise reproduce DYNIX
copyrighted documentation and training materials for
training or other internal uses provided that DYNIX's
statement of copyright be included on each copy.
14. SOFTWARE LICENSE
A. GENERAL
Subject to the terms and conditions hereinafter set
forth, DYNIX hereby grants to the CITY a
nontransferable, nonexclusive and royalty -free
license (the "License ") to use the Licensed Software
on the specific computer or computers listed in
Schedule B. This license does not permit the use of
DYNIX software by other institutions other than the
CITY. Licensed Software will be provided by DYNIX
to the CITY pursuant to the terms of this Agreement,
only in machine- readable object code. The CITY
acknowledges that by virtue of this license, the
CITY acquires only the right to use the original and
permitted duplicate copies of the Licensed Software
as described herein and does not acquire any right&
of ownership in the Licensed Software which rights
shall remain exclusively with DYNIX. The term of
License shall commence upon installation of the
first module of Licensed Software and shall remain
in force in accordance with the provisions of this
Agreement.
B. PAYMENT OF LICENSE FEE
The CITY agrees to pay DYNIX a one time license fee
for the use of the Licensed Software in the amount
specified in Rider C hereto.
C. RIGHT TO COPY
No portion of the Licensed Software or any updates
or enhancements to the Licensed Software may be
PAGE 8 ROUND ROCK CITY
duplicated by the CITY except that the CITY may make
three (3) copies of any machine - readable portion
thereof for normal security backup purposes,
provided that the CITY properly reproduces on each
such copy all notices of DYNIX's patent, copyright,
trademark, or trade secret rights.
D. TITLE TO SOFTWARE
DYNIX shall maintain ownership of all licensed
Software and related documentation.
Within thirty (30) days from the date of the CITY's
discontinuance of the use of any portion of the
Licensed Software licensed hereunder, or upon
termination of this Agreement, the CITY shall
furnish DYNIX with written notice certifying that
through its best efforts and the the best of its
knowledge, all machine - readable code, user
documentation or other related materials provided to
the CITY with such Licensed Software, including any
copies thereof, whether in whole or in part, have
been returned or destroyed.
E. MATERIALS DEVELOPED BY DYNIX OR THE CITY
The CITY agrees that all training and procedural
materials developed by DYNIX in conjunction with the
Licensed Software shall be the property of DYNIX.
The CITY further agrees that additions and
supplements to the Licensed software which may be
developed for the CITY through unreimbursed efforts
of DYNIX employees or agents, shall be the exclusive
property of DYNIX. All software developed by DYNIX
through reimbursed efforts, not including software
maintenance, shall be by separate agreement. All
software, documentation of training materials, or
other products developed by the CITY acting without
DYNIX shall be the exclusive property of the CITY.
F. PROPRIETARY RIGHTS
DYNIX retains for itself, and the CITY acknowledges
that DYNIX so retains, all proprietary rights in and
to all designs, engineering details, and other
software furnished with the System. The Licensed
Software and the configuration of the Equipment is
represented by DYNIX to be trade secrets of DYNIX.
The CITY retains for itself, and DYNIX acknowledges
that the CITY so retains, all proprietary rights to
bibliographic, patron and other data files supplied
or created by the CITY in the course of implementing
and operating the System.
G. PROTECTION OF PROPRIETARY INFORMATION
The CITY recognizes and agrees that the proprietary
PAGE 9 ROUND ROCK CITY
rights to all Licensed Software and updates of
Licensed Software which are provided to the CITY:
(a) Are considered by DYNIX to be trade secrets of
DYNIX,
(b) are furnished by DYNIX to the CITY in
confidence, and
(c) contain proprietary and confidential
information.
DYNIX's placement of a copyright notice on any
portion of any Licensed Software or any update to
such Licensed Software will not be construed to mean
that such portion has been published and will not
derogate from any claim that such portion is a trade
secret or contains proprietary and confidential
information of DYNIX.
The CITY agrees to hold all such Licensed Software
and updates and enhancement to the Licensed Software
in confidence at least to the extent that it
protects its own similar confidential information
and to take all reasonable precautions to safeguard
the confidentiality of such information. No portion
of any update or enhancement to the Licensed
Software may be disclosed, furnished, transferred or
otherwise made available by the CITY to any person
except to those of its employees who need to use
such information in accordance with the Software
License previously entered between the parties. The
CITY agrees to take appropriate action by
instruction and agreement with its employees to
inform them of the DYNIX represented trade secrets,
proprietary and confidential nature of the Licensed
Software and the updates and enhancements disclosed
to the CITY under this Agreement, and to obtain
their agreement to comply with the terms hereof.
The obligations of this paragraph will survive tilt
termination of this Agreement.
H. ESCROW OF CITY SYSTEM SOFTWARE
Copies of the Licensed Software in machine - readable
source code along with necessary documentation for
maintaining or modifying the Licensed Software have
been deposited with Software Escrow Security of
Malden, MA under an Escrow Agreement for Software
Program Source Code and Other Materials ( "Escrow
Agreement ") as set forth in Rider L. DYNIX shall
maintain in good force for the duration of this
Agreement the Escrow Agreement and will not, without
thirty days prior notice, cancel or modify said
Escrow Agreement. Access to the materials in escrow
is available to Users covered at the time of request
by software maintenance according to the terms of
PAGE 10 ROUND ROCK CITY
the Escrow Agreement in the event DYNIX is declared
bankrupt in a final non - appealable order of a court
of competent jurisdiction or where essential
services cannot be made available to the CITY by
DYNIX. CODI, the DYNIX User's Group is, for
purposes of Escrow Agreement Section 5, a User
through which the CITY, as a CODI member in good
standing shall be able to make request for the
materials in escrow. In addition, the CITY may, by
paying an annual fee, be eligible to request escrow
materials independent of CODI.
15. PATENT AND COPYRIGHT PROTECTION
DYNIX will (1) assume the defense of any suit brought
against the CITY for infringement of any United States
patent or copyright or theft of trade secrets arising
from use and /or sale of the Equipment or Licensed
Software under this Agreement, (2) pay all the expenses
of such defense, and (3) indemnify the CITY against any
monetary damages and /or costs including attorney's fees
in such suit; provided (1) that DYNIX is given sole and
exclusive control of the defense of such suit and sole
and exclusive control of negotiations relative to the
settlement thereof, (2) that the liability claimed shall
have arisen solely because of the design or composition
of the Licensed Software or the Equipment and the
Licensed Software or the Equipment is used by the CITY in
the form, state or condition as delivered by DYNIX, (3)
that the CITY shall have performed all of its obligations
under this Agreement, and (4) that the CITY within 10
calendar days provides DYNIX with written notice of any
claim with respect to which the CITY asserts that DYNIX
has assumed responsibility under this Article. However,
DYNIX hereby agrees that the designated City Attorney
shall be kept informed of settlement negotiations. This
article states the entire liability of DYNIX for patent
or copyright infringement by the Licensed Software or the
Equipment for any portions thereof.
16. INDEMNIFICATION
DYNIX shall assume the defense of, and indemnify and save
harmless, the CITY, its officers, agents and employees
from and against all damages, claims, liability, attorney
fees, and costs resulting from the negligence or willful
misconduct of DYNIX in its performance of this Agreement.
17. INSURANCE
During the performance of this Agreement, DYNIX shall
maintain in full force and effect the following insurance
coverage:
PAGE 11 ROUND ROCK CITY
A. Worker's Compensation
Full Worker's Compensation in compliance with
applicable state statutes and Employer's Liability
coverage of at least $100,000 per occurrence.
S. General Liability Insurance
DYNIX shall provide sufficient broad coverage to
include:
(a) General Liability Insurance
(b) Personal injury Liability
The amount of the policy shall be no less than
$500,000 Single Limit per occurrence, issued by an
insurer licensed to do business within the State of
Texas.
DYNIX will have a Certificate of Insurance completed
and filed with the CITY within thirty (30) days of
the execution of this Agreement. No cancellation,
change in coverage, or expiration by the insurance
company or the insured shall occur during the term
of this contract, without thirty (30) days written
notice the the CITY prior to the effective date of
such cancellation or change in coverage. In the
event the insurance coverage is cancelled by the
direction of DYNIX or the insurer, substitute
insurance shall be provided with no lapse of
coverage between policies.
18. SYSTEM MODIFICATION
THE CITY shall have ninety (90) days from the time
installation and training are complete for any given
module to request modification of options requested for
that module at no additional charge to THE CITY. Such
options include but are not limited to creating or adding
index points, adding fields to records, and changing
screen displays. Following this period of ninety (90)
days, such requests for modifications are billable at
DYNIX's then published rates.
DYNIX may provide free of charge to THE CITY from time to
time modifications of the construction and /or design of
the Equipment and /or the Licensed Software. Should DYNIX
change the software capabilities beyond those required as
part of this Agreement, it is the option of THE CITY to
accept or reject the installation and use of the software
changes. Should THE CITY choose to accept the new
software DYNIX will install such modifications at no
charge within ninety (90) days of receipt of the new
software by THE CITY. If necessary, THE CITY shall allow
DYNIX personnel access to the System during normal
business hours, or at such other times as may be mutually
PAGE 12 ROUND ROCK CITY
agreed upon, for the purpose of installing such
modifications. In the event that DYNIX provides such
modifications to THE CITY, DYNIX shall supply
documentation which shall be sufficient for the use and
operation of the System by THE CITY. Should THE CITY
elect to install and use the added software functions or
capabilities, THE CITY shall be responsible for the costs
associated with the purchase, installation and
maintenance of the computer hardware necessary to operate
same. If THE CITY does not elect to install and use the
software functions or capabilities, then such
enhancements or improvements will not be required and
DYNIX will continue to provide hardware and software
maintenance as prescribed in this Agreement for a period
of at least two (2) years. After such time THE CITY may
elect to continue maintenance under an agreement to be
negotiated at that time. THE CITY understands that all
releases must be installed separately and that new
enhancements, and some bug fixes, are not made available
without accepting such releases.
19. MAINTENANCE
DYNIX and the CITY shall enter into an agreement for
maintenance of the System described in the Maintenance
Agreement for corrective, remedial, and preventive
maintenance for equipment and software.
20. CITY RESPONSIBILITIES
The CITY will provide adequate and timely support or
information with regard to its CITY administrative,
operational and management procedures, and any data
necessary to effectively complete installation or
implementation of the System. Once the installation has
been completed, the CITY will manage and operate the
system.
21. FOREIGN COMPONENT INTERFACE
THE CITY is hereby authorized to attach to the System
Equipment supplied by a vendor other than DYNIX, provided
said Equipment consists of peripheral devices which will
not adversely affect the operation and performance of the
system. If requested, DYNIX will consult with THE CITY
at DYNIX's then effective rates regarding the
compatibility and installation of the proposed Equipment
with the system.
22. NON ASSIGNABILITY
No assignment of this Agreement or any right or interest
therein by DYNIX shall be effective unless the CITY shall
PAGE 13 ROUND ROCK CITY
first give its written consent to such assignment which
consent may be withheld in the discretion of the CITY on
any ground whatsoever. The performance of the Agreement
by DYNIX is of the essence of the Agreement.
23. NO WAIVER
No provision or term hereof shall be deemed waived and no
breach excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or
consented. Any consent by any party to, or waiver of, a
breach by the other, whether expressed or implied, shall
not constitute a consent to, waiver of, or excuse for any
other different or subsequent breach. Payment under this
Agreement shall not be interpreted as acceptance of the
System or waiver of the performance requirements
contained herein.
24. SUBCONTRACTORS
DYNIX may use subcontractors in connection with the work
performed under this Agreement. When using
subcontractors, however, DYNIX must obtain written prior
approval from the CITY for activities or duties to take
place at the CITY site or with CITY data or indexes. In
using subcontractors, DYNIX agrees to be responsible for
all their acts and omissions to the same extent as if the
subcontractors were employees of DYNIX.
25. DYNIX AS AN INDEPENDENT CONTRACTOR
It is expressly agreed that DYNIX is not an agent of the
CITY, but an independent contractor. DYNIX shall not
pledge or attempt to pledge the credit of the CITY or in
any other way attempt to bind the CITY.
26. SURVIVAL CLAUSE
All duties and responsibilities of any party, which
either expressly or by their nature extend into the
future, shall extend beyond and survive the end of the
contract term or cancellation of the Agreement.
27. FORCE MAJEURE
Timely performance is essential to the successful initial
implementation and ongoing operation of the automated
library system. However, neither party will be liable
for delays in performing its obligations under this
Agreement to the extent that the delay is caused by force
majeure. Force majeure acts shall include but not be
limited to acts of God, strikes, lockouts, riots, acts of
PAGE 14 ROUND ROCK CITY
war, epidemics, government regulations imposed after the
fact, fire, communication line failures, earthquakes, or
other disasters. Force majeure shall not be allowed
unless:
1. Within three (3) calendar days of the occurrence of
force majeure, the party whose performance is
delayed thereby shall provide the other party or
parties with written notice explaining the cause and
extent thereof, as well as a request for a time
extension equal to the estimated duration of the
force majeure events, and;
2. Within seven (7) calendar days after the cessation
of the force majeure event, the party whose
performance was delayed shall provide the other
party written notice of the time at which force
majeure ceased and a complete explanation of all
pertinent events pertaining to the entire force
majeure situation.
Unless provided prior written notice of permission by the
other party or parties to the Agreement, under no
circumstances shall the permissible delays justified by
force majeure extend beyond the one hundred - twenty (120)
days from scheduled dates or from unscheduled deadlines
resulting from and established due to failure of the
system to meet performance examination(s) as documented
in the Agreement. Failure to secure prior written
permission extending the due date after the one hundred -
twenty (120) days, even under force majeure conditions,
shall constitute default by the party failing to meet the
required deadline.
Under no circumstances shall delays caused by a force
majeure extend beyond one hundred - twenty (120) days from
the scheduled delivery or completion date of task, unless
by prior (to the one hundred - twenty (120) days) written
notice of permission of the other party. Failure to
secure this written prior permission, even in the case of
force majeure, shall constitute default by the party
failing to meet the requirement.
Either party shall have the right to terminate the
contract Agreement if a force majeure suspends
performance of scheduled tasks by one or more parties for
a period of one hundred - twenty (120) or more days from
the scheduled date of the task. If a cancel due to a
force majeure occurs before title passes to the CITY,
DYNIX may keep any parts of the system as it can salvage,
but must remove the same at its own expense. If
cancellation occurs due to force majeure by DYNIX after
title passes to the CITY, the system shall remain with
the CITY and DYNIX shall be entitled to any such payments
as have accrued according to the payment schedule.
PAGE 15 ROUND ROCK CITY
28. NOTICE
All notices or communications required or permitted by
this Agreement shall be in writing (unless another
verifiable medium is expressly authorized) and shall be
deemed delivered when:
(a) actually received, or
(b) upon receipt by sender of a certified mail, return
receipt signed by an employee or agent of the party,
or
(c) if not actually received, 10 days after deposit with
the United States Postal Service authorized mail
center with proper postage (certified mail, return
receipt requested) affixed and addressed to the
respective other party at the address set out or
such other address as the party may have designated
by notice or Agreement amendment to the other party,
or
(d) upon delivery by the CITY of the notice to an
authorized DYNIX representative while at the CITY
site.
Consequences to be born due to failure to receive a
notice due to improper notification by the intended
receiving party of a new address will be borne by
the intended receiving party.
DYNIX, Inc.: DYNIX, Inc., Attention: Paul Sybrowsky,
1455 West, 820 North, Provo, UT 84601
CITY: Round Rock Public Library, Attention: Dale
Ricklefs, 216 East Main, Round Rock, TX
78664
29 PUBLICITY
DYNIX agrees to submit to the CITY all press releases,
advertising, sales promotions, articles, and other
publicity matters related to any product furnished by
DYNIX to the CITY wherein the CITY's name is mentioned,
excluding the DYNIX customer list and newsletter, DYNIX
shall not publish nor knowingly permit to be published
any material without the prior written consent of the
CITY.
30. COMPLIANCE WITH ALL LAWS -- PARTIAL INVALIDITY
(a) Compliance. Each party agrees that it will perform
its obligations herein in accordance with all
applicable laws, rules and regulations now or
PAGE 16 ROUND ROCK CITY
hereafter in effect. Neither party shall have to
take any action which would violate any applicable
law, rule, or regulation of the controlling
authority.
(b) Partial Invalidity. If any term or provision of
this Agreement shall be found to be illegal or
unenforceable then, notwithstanding, this Agreement
shall remain in full force and effect and such term
or provision shall be deemed stricken.
31. APPLICABLE AND GOVERNING LAW CLAUSE
The Agreement shall be subject to all laws of the Federal
Government of the United States of America and to the
laws of the State of Texas. The applicable law for any
legal disputes arising out of this contract shall be the
law of (and all actions hereunder shall be brought in)
the State of Texas and the County of Williamson.
32. NONDISCRIMINATION BY VENDORS OR AGENTS OF DYNIX
Neither DYNIX, nor any officer, agent, employee, servant
or subcontractor of DYNIX shall discriminate in the
treatment or employment of an individual or groups of
individuals on the grounds of race, color, religion,
national origin, age, sex or physical handicap unrelated
to job performance, either directly indirectly or through
contractual or other arrangements. DYNIX hereby agrees
to keep, retain, and safeguard all of DYNIX's records
relating to this Agreement or the work performed
hereunder for a minimum of three (3) years form the
execution date of this Agreement, with full access
allowed to authorized representatives of the CITY upon
request for purposes of evaluating compliance with the
provisions of this Agreement.
33. AGREEMENT EXTENSION AND MODIFICATION CLAUSE
The Agreement may be modified or extended in accordance
with the following procedures. In the event that all
parties to the Agreement agree that such changes would be
of a minor and nonmaterial nature, such changes may be
effected by a written statement which describes the
situation and is signed, prior to the effectiveness, by
both parties. In the event that the changes are
determined by either or both parties to the Agreement to
be of a major or complex nature, then the change shall be
by formal amendment of the Agreement signed by the
parties and made a permanent part of the Agreement.
34. NON- COLLUSION COVENANT
PAGE 17 ROUND ROCK CITY
DYNIX hereby represents and agrees that it has in no way
entered into any contingent fee arrangement with any firm
or person concerning the obtaining of this Agreement with
the CITY. DYNIX has received from the CITY no incentive
or special payments, or considerations not related to the
provision of automation systems and services described in
this Agreement.
35. RIGHTS TO PERFORM INTERNAL TEACHING AND SEMINARS
The CITY shall have the right, so long as the System
contracted for herein is in use by the CITY according to
this Agreement, to give instruction to any or all CITY
personnel and patrons.
36. ABILITY TO MODIFY EOUIPMENT IN THE FIELD
DYNIX represents that, in any case where expansion
equipment can be installed or obtained through field
modification of any component contracted for herein,
DYNIX will make such field installation when requested by
the CITY at a rate not to exceed the rates charged by
DYNIX to third parties possessing a system comparable to
the System during the calendar quarter when such field
installation occurs.
37. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for
reference purposes only and shall not be deemed a part of
this Agreement.
38. NON- HIRING OF EMPLOYEES
For the initial 12 months from the effective date of this
Agreement, neither party to this Agreement, neither party
to this Agreement shall employ staff of the other party.
This prohibition shall be waived upon the following
conditions:
(a) The new employer party provides 90 days notice prior
to engaging the staff member of the current
employer; and
(b) The new employer party reimburses the current
employer party in an amount equal to one (1) year's
salary /benefits, to cover the costs of training,
education, and experience of the employee while a
staff member of the current employer party.
39. yITIGATION COSTS
PAGE 18 ROUND ROCK CITY
If litigation occurs, losing party pays attorney fees and
cost.
40. TAXATION
THE CITY represents that it is exempt from Federal, State
and Local taxation except as set out in Rider M. THE
CITY agrees to indemnify DYNIX for all taxes which DYNIX
may be required to pay which do not appear in Rider .1r
together with any legal fees, penalties, interest and /or
other charges which may be incurred by DYNIX in relation
to the assessment and payment of taxes not listed in
Rider M.
41 ENTIRE AGREEMENT
This Agreement including the documents incorporated by
reference contains the entire understanding of the
parties hereto and neither it nor the rights and
obligations hereunder may be changed, modified or waived
except by an instrument in writing signed by the parties
hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement,
which shall inure to the benefit of and be binding upon the
successors of the respective parties, to be signed and entered
as of the date first mentioned above.
A EST:
. AL / / /L_
/. ILIA _I
City Secretary
DYNIX, INC.
c
CITY °'r OUK
Its: Mayor
PAGE 19 ROUND ROCK CITY
Date to Finish
0 days
RIDER A
Schedule of Activities*
Party
Responsible
Tasks
Joint Finalize contract
DYNIX Certificate of insurance
Library Prepare purchase order for
equipment
Library Prepare purchase order for
supplies
Library Schedule delivery to DYNIX of
data files
DYNIX Provide preinstallation
packet for training guide
DYNIX Provide site specifications
Library Plan Central Site modifications
as needed
DYNIX Approve site preparation plans
Library Begin site preparation
DYNIX Process sample data tape
Joint Preinstallation overview
at DYNIX
DYNIX Order regular barcodes
Library Complete site preparation
Library Prepare site with phone(s)
DYNIX Deliver equipment
Signing + 90 days DYNIX Install equipment
DYNIX Hardware Functionality Test
DYNIX Certify installation complete
with installation invoice
PAGE 1 -R ROUND ROCK CITY
RIDER A continued
Party
Date to Finish Responsible Tasks
DYNIX Load Software
Signing + 120 days DYNIX Load data files
DYNIX Process files for Custom
Barcodes
Joint
Train on system operations &
cataloging
Library Begin patron registration
Joint System Reliability Test
Joint Begin Software
Functionality Test
DYNIX Deliver Custom barcodes
Library Label collection
Joint Train on circulation
Signing + 210 days Library Begin online circulation
Library Purchase order additional
equipment
DYNIX Install PAC Equipment /Software
Library Complete Software Functionality
Test
Library Complete System Reliability Test
* Library and DYNIX staff will jointly complete an appropriate
schedule of activities following contract signing.
PAGE 2 -R ROUND ROCK CITY
RIDER B
Equipment List. Prices
Unit Total Monthly
System Component Otv Price Price Maint
Ultimate 3020 Computer 1 23,735 23,735 448
Includes:
LSI -11/23 I/O Processor
Ultimate Dual Ported Co- Processor
1MB Main Memory
8 -slot 0 -Bus
Virtual Control Panel
Disk Controller (2 drive max)
Tape Controller (1 drive max)
Serial Printer Controller
41" System Cabinet
15 AMP, 115 VAC Power Dist. Unit
System Cabling
Battery Backup Unit
PS 20 Power Conditioner
227MB Fixed Media Disk Drives 2
1600 BPI 75 IPS Tape Drive 1
8 -Port Serial I/O Controllers 3
Printronix 150 LPM Printer 1
WYSE 50 CRT Terminals 8
DYNIX PAC Terminals 12
Intermec 9510 Light Pens 5
Nixon 212 Intelligent Modems 2
Telxon Portable Terminal/
Scanner
C.Itoh Spine Label Printer
Black Box A/B Switch
HP Thinkjet Printers
TOTAL
PAGE 3 -R
7,000
6,000
2,400
2, 690
480
570
1,000
550
14,000
6,000
7,200
2, 690
3,840
6,840
5,000
1,100
2 2,500 5,000
1 500 500
1 150 150
154
55
60
110
64
96
40
8
24
6
3 500 1,500 18
S 77,555 1,083
ROUND ROCK CITY
Software Prices:
RIDER C
Software and Other Prices
Unit Total Monthly
Svstem Component Description Otv Price Price Maint.
Cataloging Module 1 18,000 18,000 175
Circulation Module 1 15,000 15,000 144
Public Access Catalog Module 1 8,000 8,000 75
Circulation Backup Module 1 1,000 1,000 20
Bibliofile Interface 1 4,000 4,000 28
TOTAL $46,000 442
PAGE 4 -R ROUND ROCK CITY
RIDER D
DYNIX Services Prices
Data Base Preparation and Loading with
Holdings Level Creation
Shipping & Insurance
Hardware Installation
Software Installation
Training - 8 Days /4 Trips
Custom Barcode Preparation at DYNIX
Performance Bond
TOTAL
$3,500
2,000
2,100
2,000
8,000
2,600
2,160
22,360
DYNIX will hold firm the price for custom barcode labels at
$48/1000 labels. THE CITY will pay for the actual quantity
delivered upon receipt of the labels.
PAGE 5 -R ROUND ROCK CITY
RIDER E
pricing Summary
Monthly
Total Maint.
1. Hardware (from Rider B) 77,555 1,083
2. Software (from Rider C) 46,000 442
3. DYNIX Services (from Rider D) 22,360
Subtotal 145,915 1,525
Discount Provided by DYNIX - 10,214
TOTAL CONTRACT PRICE 135,701
PAGE 6 -R ROUND ROCK CITY
Event
RIDER F
Payment Schedule
% Payment Amount
1. Signing of Agreement: 10 % 13,570
2. Successful completion of the System
Hardware Quality Examination: 40 % 54,281
3. Successful completion of the
Database Load Performance Examination: 25 % 33,925
4. Successful Completion of Full Load
Response Time and Processing Capacity
Examination 25 % 33,925
TOTAL PAYMENTS: 100 % $135,701
PAGE 7 -R ROUND ROCK CITY
RIDER G
System Hardware Quality Examination
After installation of the computer hardware at the LIBRARY
site by DYNIX personnel, a hardware quality examination will
be performed. This examination must be successfully
completed as a condition of system acceptance.
This test must be conducted immediately upon the completion
of the computer equipment installation. Designated LIBRARY
personnel must be present for the test. The hardware shall
be continually tested for the duration of hours required by
the original manufacturer for diagnostic testing, totalling
up to a maximum of 72 hours. Upon completion of this
examination. DYNIX will send written notice that in the
opinion of DYNIX, this portion of the examination has been
successfully completed and the System is ready for the
software and database loading phases of implementation. The
LIBRARY and DYNIX will judge when this examination has been
successfully performed.
This examination will include a minimum of the following
tests:
(a) Central processing unit(s) diagnostic test
(b) Memory unit(s) diagnostic test.
(c) Disk storage /controller unit(s) diagnostic test.
[Including the writing of a disk file, the reading
of a disk file, and the erasure of a disk file.]
(d) Magnetic tape drive units(s) diagnostic test.
[Including the writing of a file to tape, the
reading of a file from tape, and the erasure of a
tape file.]
(e) Alphanumeric terminal unit(s) diagnostic test.
(f) Line printer unit(s) diagnostic test. [Including a
printer spray test.]
(g) Slave printer unit(s) diagnostic test. [Including
a printer spray test.]
(h) Telecommunications unit(s) diagnostic test.
(i) Light pen or laser diagnostic test.
The LIBRARY will send notice to DYNIX after the successful
completion of this test. This examination must be
successfully completed as a condition of System acceptance.
PAGE 8 -R ROUND ROCK CITY
RIDER H
Database Load Performance Examination
Once the System has been installed and the System Hardware
Quality Examination successfully passed, DYNIX should install
the applications software. At this point in the system
installation, the database load tests will be applied. The
system must accomplish the following:
(a) The system must be able to successfully load one
hundred (100) MARC records from the LIBRARY's
bibliographic database from magnetic tape. In order
for the load to be judged successful, data elements
and resulting indexes must be properly constructed
as described in the Request for Proposals and the
Proposal.
(b) The System must be able to successfully transfer
twenty records from a CD -ROM Bibliographic database.
Upon completion of this test, DYNIX shall submit written
notice (certified mail, return receipt) that in the opinion of
DYNIX, the test has been successfully completed. Once the
system has successfully received and loaded records from both
sources, the staff will perform a review of the transferred
records to determine the error rate of the transfers. Should
errors be found, the software and interface will be reviewed
(and corrected] by DYNIX and the test reapplied. This process
will continue until no errors or transfer /load errors are
detected. The LIBRARY and DYNIX will be the judge of when
this examination has been successfully performed.
This examination must be successfully completed as a condition
of System acceptance.
PAGE 9 -R ROUND ROCK CITY
RIDER I
System Eauipment Reliability Examination
The System Equipment Reliability Examination is an examination
to determine if the Equipment provided under this Agreement is
reliable and, therefore, suitable for use by the Library.
This examination will be administered as follows:
(a) Upon receipt by the LIBRARY from DYNIX of notice of
the successful completion of the Hardware Quality
Examination and after initial onsite training the
LIBRARY's staff shall commence the examination.
(b) The Equipment Reliability Examination may be
overlapped with other performance examination
procedures.
(c) In order to successfully pass this examination, the
Equipment must be available for 98% of the business
hours of the LIBRARY during a 60 -day period
excluding holidays.
(d) All downtime shall be measured in increments of 6
minutes, rounded to the nearest (up or down)
increment. In calculating downtime, each occurrence
shall be measured, calculated separately, and logged
into the operations downtime transaction log. At
the conclusion of each 60 -day examination period,
the downtime value resulting from each occurrence
will be combined to arrive at the total amount of
downtime. Under no circumstances will the downtime
coefficient value be more than 1.0 in calculating
the minutes of downtime.
The formula for calculating each occurrence of downtime is as
follows:
FORMULA: (t) _ (d) x (m)
(where variables are defined as:]
(d) = downtime coefficient value
(m) = number of minutes of downtime
(t) = total downtime [for that occurrence]
(e) The downtime coefficient value shall be assigned
according to the following table.
Class 1 Hardware Outage: Coefficient Value = 1.0
[each device]
Central processing unit
Disk drive(s) /controller
PAGE 10 -R ROUND ROCK CITY
Main memory
Class 2 Hardware Outage:
Line Printer
Tape drive
Class 3 Hardware Outage:
Coefficient Value = 0.5
[each device]
Coefficient Value = 0.1
[each device]
Terminals
Optical scanning device
Slave printer
Portable optical reader /portable terminal
Modems /MUX
Any other DYNIX supplied equipment
Class 4 Software Outage: Coefficient Value = 1.0
[each device[
Checkout
Checkin
Bibliographic file update
Patron file update
Item file update
OPAC title inquiry
Class 5 Hardware Outage: Coefficient Value = 0.5
[each device]
Hold place or file
Loan payment
Patron name inquiry
Authority file update
(f) The LIBRARY has primary responsibility for
maintaining the official downtime log. DYNIX,
however, will be encouraged to maintain a separate
downtime log.
(g) Downtime is defined as the amount of time from the
minute DYNIX is notified of the occurrence and
moment that the outage is successfully resolved.
This excludes holidays and other times when the
LIBRARY is officially closed or has not contracted
for maintenance coverage. No downtime calculation
will be made on any device for which DYNIX has
provided a spare device. At that point when all
spare devices provided by DYNIX are in use and
additional LIBRARY devices are inoperative, a
downtime amount will be assigned to additional
LIBRARY devices which are inoperative.
(h) During the testing period, all scheduled
preventative maintenance downtime shall be excluded
from the calculation. All downtime due to power
failures shall be excluded from the calculation.
All downtime due to improper environmental
conditions shall be excluded from the calculation.
PAGE 11 -R ROUND ROCK CITY
All downtime due to the LIBRARY's staff (operator)
error shall be excluded from the calculation.
After successful completion of 98% availability for the 60 -day
continuous test period, the LIBRARY will have five (5) days to
send notice to DYNIX of successful performance of this
examination. This examination must be successfully completed
as a condition of System acceptance.
PAGE 12 -R ROUND ROCK CITY
RIDER J
System Functional Competence examination
The System Functional Competence Examination is a test to
determine if the required functional capabilities of the
System are present and available for use.
Upon completion of the Bibliographic Load Examination, DYNIX
will demonstrate to the LIBRARY the operation of each
Functional capability and the ability of the System to produce
all printed reports and notices as required by the LIBRARY's
Request for Proposals and DYNIX's responsive proposal.
If, during the testing process or within thirty (30) business
days after the test, the LIBRARY's staff observe variances
from required functional requirements or system operational
capabilities, the LIBRARY will send notice of variance(s) to
DYNIX. Upon notice from the LIBRARY, DYNIX will correct the
variances and an examination of these corrections will be
performed by the LIBRARY staff. Should functional
degradations remain after the correction period, DYNIX shall
be required to continue remedial actions necessary to correct
the degradations. Once all variances have been corrected and
confirmed by the LIBRARY, the LIBRARY will send notice of
functional examination acceptance to DYNIX.
This examination must be successfully completed as a condition
of System acceptance.
PAGE 13 -R ROUND ROCK CITY
RIDER K
Full Load Response Time and Processing Capacity
Examination
The system full load response time and processing capacity
examination to determine if sufficient hardware and software
resources have been provided by DYNIX to achieve the minimum
levels of response time and processing capacity performance.
(a) This test will not be applied until such time as a
minimum of 85% of the bibliographic, patron, and
item databases have been loaded into and indexed by
the System or no later than 9 months from the date
of notice of successful completion of the Hardware
Quality Examination, whichever comes first.
(b) Each test period will last for a minimum of 30
minutes. No test shall be deemed valid unless a
minimum of 50 timings were performed at the
monitored workstation for each type of transaction.
(c) There will be three (3) staffing levels necessary to
perform the test. These are:
Operators:
Monitors:
Jurors:
Each designated workstation will be
operated by fully trained LIBRARY
operator.
Selected workstations will have
monitor personnel to measure and
record response times. All
measurements must be taken with a
stopwatch. Use of standard watches or
clocks will not be permitted.
Buyers managers, consultants, and
DYNIX representatives will serve as
System jurors. These individuals will
be present to supervise the proper
application of test procedures and to
calculate the final results of the
test(s).
(d) The monitor(s) will use A Response Time Test
Measurement Worksheet to document all measured
transactions. It is the responsibility of the
monitor to correctly note on the form, prior to the
application of the test, the following information:
1. The terminal location being measured.
2. The LIBRARY location of the terminal being
measured.
PAGE 14 -R ROUND ROCK CITY
3. The type of transaction (function) at which
the measurement was taken.
4. The line speed, where applicable, to the
terminal where the measurement is being taken.
5. Date.
(e) For each individual measurement observed by the
monitor, the number of seconds required for the
System to respond shall be recorded to the nearest
tenths of seconds.
(f) While a broad mix of transactions will be
simultaneously performed on System terminals, only
one terminal at a time shall be officially monitored
and logged. Monitoring of timings shall not begin
until after 10 minutes of active use of the system.
No function monitoring shall cease before a minimum
of 5 minutes of transactions monitoring has been
performed.
(g) All transactions performed during the test, whether
at a monitored or unmonitored workstation, shall be
according to the prescribed transaction logs. No
spontaneous transactions will be attempted during
the test period by any operator.
(h) LIBRARY and DYNIX will jointly create and approve
all transaction logs prior to the application of the
examination.
(i) The final results will be calculated by the LIBRARY
staff. DYNIX representatives will be allowed to
verify the test findings.
(j) The full load performance mix transaction logs
[terminal functions and transaction types] will be
as follows:
1. 2 terminals performing circulation transactions
1.1 Charge function. The terminal will be
scheduled to charge out an average of 5
LIBRARY items per minute. Each patron
will be borrowing either 2 or 3 items.
1.2 Renewal function. Transaction logs will be
designed to initiate and include one
renewal transaction for each 5th patron
charging out materials.
1.3 Patron card renewal function. Transaction
logs will be designed to initiate a patron
card renewal procedure for every 25th
patron which charges out material.
1.4 Fine posting transactions. Transaction
logs will be designed to initiate a fine
PAGE 15 -R ROUND ROCK CITY
posting every 15th charge transaction.
1.5 Hold transactions. Transactions will be
designed to initiate a hold request every
40th charge transaction.
1.6 Charge block function. Transaction logs
will be designed to initiate a block of
the charge function every 50th charge
transaction.
2. 1 terminal performing circulation discharge
transactions.
2.1 Discharge function. The terminal will be
scheduled to discharge an average of 10
items per minute.
2.2 Overdue posting. Transaction logs will be
designed to where every 25th discharge
will require the posting of an overdue
fine to the patron record.
2.3 Fine payment. Transaction logs will be
designed where every 30th discharge will
post a fine payment to the appropriate
record.
3. 1 terminal performing patron inquiry and
registration transactions.
3.1 Patron registration function. Transaction
logs will be designed where the terminal
will perform a specified number of patron
registrations.
3.2 Patron inquiry function. Transaction logs
will be designed where the terminal will
perform a specified number of patron
record inquiries which will display patron
information, materials charged out, and
fines paid /pending.
4. 1 terminal performing technical services and
database maintenance transactions.
4.1 Bibliographic database inquiry function.
Transaction logs will be designed where
the terminal is performing an average of
one (1) bibliographic record inquiry per
minute.
4.2 Bibliographic database update function.
Transaction logs will be designed where
the terminal is performing an average of
one (1) bibliographic record inquiry per
minute.
PAGE 16 -R ROUND ROCK CITY
4.3 Biblioaraphic database add function.
Transaction logs will be designed where
the terminal adds a new bibliographic
record every 20th bibliographic record
viewed.
4.4 Item record database add function.
Transaction logs will be designed where
the terminal adds an item record to every
10th bibliographic record viewed.
5. 7 terminals performing online public access
catalog transactions.
5.1 Title and author inquiry function.
Transaction logs will be designed where_l
terminals are performing an equal mix of
OPAC title inquiries (50%) and OPAC author
inquiries (50%).
5.2 Subject inquiry function. Transaction logs
will be designed where 3 terminals are
performing single logical search argument
(as contrasted with boolean search
arguments) subject inquiries.
5.3 Boolean inquiry function. Transaction
logs will be designed where L. terminal
is performing boolean inquiries, composed
of any two of all possible indexed data
elements. Boolean key word searches shall
exclude the top 1% most frequent occuring
words and all words in the stop list.
6. 8 terminals performing a broad mixture of
transactions.
7. The printing of selected notices management
report.
(k) Response time shall be defined as the duration of
seconds from when the operator initiates the
transaction (hits the 'ENTER' or 'RETURN' key; OCR
wanding, lightpen wanding, or laser wanding of an
optical label; pressing a touch screen area) and
when the System displays the first character of
meaningful data or responds with a meaningful
audible tone. "Average Response Time" is the value
resulting from (a) adding the number of seconds of
all monitored transactions and (b) dividing this
total by the number of transactions. "Maximum
Response Time is found by (a) identifying the
slowest 5% of the transactions in each function, and
(b) selecting the next slowest response time.
PAGE 17 -R ROUND ROCK CITY
Jtesponse Time Chart
In order for the System to successfully pass this examination, it must
fully achieve the following response times:
Transaction Type
1. Checkout [patron or
item bar code]
2. Checkin [item bar
code; no alert]
Average Response Maximum Response
Time in Seconds Time in Seconds
_2.9._ _1s4_
3.0 5.0
3. Renew item [item 2.0 4.0
bar code]
4. Place hold 3.0 5.0
5. Register new patron 3.0 Q_
[record storage
(patron record)]
6. Renew patron registra- _1..[L. 5 . 0
tion [bar code]
7. Record number inquiry 2.0 4.0
8. Patron inquiry [patron 2.0 3.0
barcode ID number]
9. Patron inquiry [patron 3.0 5.D
name]
10.Item inquiry [item ID 2.0 3.5
number]
11.Add bibliographic 4.0 7.0
record to database
[record storage (new title)]
12.Add new item record to 3.0 5.0
database
13.0PAC title search [browse] 3.0 5.0
14.OPAC keyword search [one 5.0 B.0
term]
15.OPAC keyword search 10.0 15.0
(two terms)
16.OPAC author search (browse) 5.0 B.0
PAGE I$.'g- ROUND ROCK CITY
1
N Clinton Stmt
PA.Dmq
Llddta, Mrrim test 02141
(N7) 2214100
A Maim 01
RIDER L
Source Code Escrow Agreement
SOFTWARE ESCROW SECURITY
(INSTAR, INC.)
ESCROW AGREEMENT
FOR
SOFTWARE PROGRAM SOURCE CODE AND OTHER MATERIAL
This Agreement is entered into as of December 4 1986
(the "Agreement Date "), between Instar, Inc., acting through
its SOFTWARE ESCROW SECURITY division, ( "Escrow Agent "), 49
Clinton Street, P.O. Box 0, Malden, MA 02148, a Massachusetts
corporation, and Dynix, INC (the "Supplier "), 1455 West 820
6.f
North, Provo, UT 84601 a UTAH corporation.
The parties agree as follows:
1. Purpose of Agreement
This Agreement establishes an arrangement under which
(a) Escrow Agent will store certain Materials deposited with
it by Supplier, and (b) a licensee of Supplier's computer
software programs wllo executes a Participating Uaer Agreement
in the form attached hereto as Exhibit A
19-R -a
ROUND ROCK CITY
(a "User ") will be able to secure from Escrow Agent access to
those Materials enumerated in its user agreement and stored
under this Agreement, under the circumstances, and subject to
the terms and conditions, specified below.
2. Material Covered
(a) For purposes of this Agreement, "Material" is
any material furnished by Supplier to Escrow Agent to be held
under this Agreement and any copies of such Materials made by
Escrow Agent.
(b) Escrow Agent understands (i) that Supplier
claims that Material contains information that is trade
secrets of itself or another person and (ii) that Material is
intended to constitute items useful to persons reasonably
skilled in computer technology for providing maintenance
support for computer software programs Supplier licensed to
its Users, in the event that any of these Users becomes
entitled to receive it.
(c) From time to time during the Escrow Period,
Supplier will furnish then - current Material to Escrow Agent
that is either new Material or in substitution for Material
in Escrow Agent's possession, and Supplier, acting through
persons indentified by code numbers assigned by Escrow Agent
by arrangement with Supplier, may remove any Material from
Escrow Agent's possession that ceases to be so useful.
Escrow Agent is not responsible for enforcing any obligation
Supplier may have undertaken with its Users to furnish
then- current Material.
19 -R -b
19 -R -c
(d) Supplier acknowledges that Escrow Agent does
not intend, and is not expected, to open any package
represented to contain Material, except in the circumstances
identified in paragraph 5 below, and hence, is not
responsible for determining whether the Material is so useful
and has no obligation to enforce Supplier's duties under this
Agreement.
(e) Supplier will retain copies of Material left in
Escrow Agent's possession and will furnish replacements of
Material to Escrow Agent promptly after each written request
and without charge. However, if the reason for the request
is that, through Escrow Agent's negligence or misconduct, any
Material was lost or damaged, Escrow Agent will reimburse
Supplier for the cost of the physical media so lost or
damaged (but not for any costs incurred in re- recording or
reconstructing the information recorded on such media).
3. Termination of User's Rights
A User will cease to be entitled to secure copies of
Material from Escrow Agent Pursuant to the provisions of this
Agreement, whenever (a) Escrow Agent receives a notice from
Supplier that the license agreement between Supplier and User
has been terminated and (b) User either so acknowledges to
Escrow Agent in writing or fails to notify Escrow Agent that
the license agreement has not been terminated within thirty
(30) calendar days after receipt of a copy of the notice to
that effect from Supplier to Escrow Agent.
4. Treatment of Material
(a) Escrow Agent will not furnish Material to any
person other than Supplier, a User so- entitled, or another
person that is a party to an agreement similar to this
Agreement, except pursuant to an arbitration decision or the
final order of a court and will furnish Material only
pursuant to the provisions of this Agreement, or to such
arbitration decision or court order.
(b) Escrow Agent will protect Material from transfer
to unauthorized persons by the use of the same measures it
uses to protect its own documents of equivalent sensitivity
from such transfer.
5. Furnishing Material to Users
(a) Upon receipt of a copy of a fully executed
Participating User Agreement accompanied by an affidavit of
an authorized representative of the User ( "User's Affidavit ")
stating that Supplier failed , without cause on the User's
part, to furnish the User with maintenance support to the
extent provided for in the applicable license agreement with
Supplier or to render other performance under circumstances
that entitle the User, as provided for there, to receive a
copy of the Material, Escrow Agent will send a copy of the
User's Affidavit to Supplier.
(b) (i) Unless, within thirty (30) calendar days
after Supplier's receipt of that copy (the "Thirty -day
Period "), Escrow Agent receives an affidavit of Supplier or
an authorized representative of Supplier ( "Supplier's
Affidavit ") disputing the facts set forth in the User's
19 -R -d
Affidavit, promptly after the expiration of the - 144 -day
Period, Escrow Agent will furnish a set of copies of the
applicable Material to the User.
(ii) The User will use, and protect, the Material
it so receives in accordance with the provisions of the
license agreement between it and Supplier.
(c) If, during the Thirty -day Period, Escrow Agent
receives the Supplier's Affidavit disputing the User's
Affidavit, or setting forth additional facts (for example,
the User's breach of a material obligation under its license
agreement with Supplier) which, in Supplier's sole judgment,
terminate the User's right to receive Material, Escrow Agent
will furnish a copy of the Supplier's Affidavit to the User
and will not furnish copies of Material to the User until it
receives satisfactory evidence of an agreement between
Supplier and the User or of an arbitration decision, or a
certified copy of a court order, directing it to do so.
6. Compensation of Escrow Agent
All fees, expenses, and charges of Escrow Agent in
connection with the services it performs under the Agreement
will be paid in accordance with the provisions get forth in
Schedule I hereto.
7. Discharge of Escrow Agent
(a) Escrow Agent will be deemed to be discharged in
the event that Supplier removes all Material from its
premises. Supplier may do so acting entirely at its
discretion.
(b) Escrow Agent may resign as such, acting
entirely in its discretion, by giving Supplier and all
19 -R -e
19 -R -f
Users at least fifteen (15) calendar days prior notice.
Subject to the provisions of paragraph 5 above, promptly
after that resignation becomes effective, Escrow Agent will
furnish to Supplier all Material in its possession.
(c) Whenever Escrow Agent ceases to be such, it
will send a notice to that effect promptly to all Users.
8. Indemnity and Liability of Escrow Agent
(a) Supplier will indemnify Escrow Agent for, and
hold it harmless against, any loss, cost, or expense not to
exceed $1000.00 incurred or suffered in connection with, or
as a result of, serving as escrow agent, except any suffered
as a result of Escrow Agent's willful misconduct or gross
negligence.
(b) Escrow Agent will not be liable to Supplier,
any User, or any other person for any harm that results from
any act or omission of Escrow Agent in connection with its
serving as Escrow Agent, except in the case of Escrow Agent's
willful misconduct or gross negligence. Without derogating
from the preceding sentence, Escrow Agent may act in reliance
upon any instruction, instrument, or signature believed to be
genuine and may assume that any person who purports to give
any writing, notice, request, advice, or instruction in
connection with this Agreement has been authorized to do so,
and Escrow Agent may act upon advice of counsel with respect
to any questions that arise under this Agreement.
9. Notices
All "notices" provided for in this Agreement will be in
writing and will be addressed to the other party at the
19 -R -g
Users at least fifteen (15) calendar days prior notice.
Subject to the provisions of paragraph 5 above, promptly
after that resignation becomes effective, Escrow Agent will
furnish to Supplier all Material in its possession.
(c) Whenever Escrow Agent ceases to be such, it
will send a notice to that effect promptly to all Users.
8. Indemnity and Liability of Escrow Agent
(a) Supplier will indemnify Escrow Agent for, and
hold it harmless against, any loss, cost, or expense incurred
or suffered in connection with, or as a result of, serving as
escrow agent, except any suffered as a result of Escrow
Agent's willful misconduct or gross negligence.
(b) Escrow Agent will not be liable to Supplier,
any User, or any other person for any harm that results from
any act or omission of Escrow Agent . in connection with its
serving as Escrow Agent, except in the case of Escrow Agent's
willful misconduct or gross negligence. Without derogating
from the preceding sentence, Escrow Agent may act in reliance
upon any instruction, instrument, or signature believed to be
genuine and may assume that any person who purports to give
any writing, notice, request, advice, or instruction in
connection with this Agreement has been authorized to do so,
and Escrow Agent may act upon advice of counsel with respect
to any questions that arise under this Agreement.
9. Notices
All "notices" provided for in this Agreement will be in
writing and will be addressed to the other party at the
respective address set forth above or to any other address
designated by that party by notice, and, if sent by mail,
will be certified or registered, return receipt requested.
10. Effect of Waiver
The waiver or failure of either party to exercise in any
respect any right provided for in this Agreement shall not be
deemed a waiver of any further or future right under it.
11. Applicable Law
This Agreement shall be governed by, subject to, and
construed according to the laws of the Commonwealth of
Massachusetts.
(Supplier)
By, L
Date:
SOFTWARE ESCROW SECURITY
a division of Instar, Inc.
BY: ��1� �i ✓[�-
Title: V• � /�+.....X -T Title: (:)(,...0....c.;GL
Date: 1Z- t • $C,
4
19 -R -h
19 -R -1
A. Annual Escrow Fee. Dynix, Inc will pay Software Escrow
Security an annual fee of $500.00, per product, payable with
30 days of billing.
B. Participating User Fee. Each Participating User will pay
Software Escrow Security an annual fee of $200.00, payable
within 30 days of billing. This fee based on the number of
registered participating users at time of registration.
C Updates Fees Dynix, Inc will pay Software Escrow
Security $60.00 for each update, payable within 30 days of
billing.
D Service Fees Each Participating User will pay Software
Escrow Security $100.00 for each deposit release request,
$250.00 for each deposit release, payable within 30 days of
billing.
E Media Storage Charge Dynix, Inc will pay Software Escrow
Security $70.16 per cubic foot of media per year.
F. Expenses Dynix, Inc will pay Software Escrow Security
for any extraordinary expenses it incurs in conneotion with
serving as escrow agent at cost, copying, legal, traveling,
labor, delivery and etc.
DYNIX, INC.
(Supplier)
BY: — b. r . 5 LQ •
Title:
Date:
Isrr?
SCHEDULE 1
COMPENSATION OF ESCROW AGENT
SOFTWARE ESCROW SECURITY
Division of Inaa Inc.
Sy :, Piti 1. U[ • 01 wk/--
Title:
Date:
i2 -$ -C'
TRANSFER OF COPY TITLE
Transfer of Rights: Licensor hereby transfers to Software
Escrow Security, division of INSTAR, Inc. all rights in the
title to all copies of the Deposit deposited hereunder with
Software Escrow Security, division of INSTAR, Inc., provided
that Software Escrow Security, division of INSTAR, Inc. shall
hold such Deposit pursuant to the provisions of this Escrow
Agreement.
Acceptance of Rights: Software Escrow Security, division of
INSTAR, Inc. agrees to accept the transfer of rights in
strict accordance with the provisions of this Escrow
Agreement.
Duplication of Deposit by Software Escrow Security, division
of INSTAR Inc.: Software Escrow Security, division of INSTAR
Inc. may duplicate the Deposit only as necessary to preserve
and safely store the Deposit, and to provide copies thereof,
as authorized herein, to Participating Users in accordance
with the License Agreement. Software Escrow Security,
division of INSTAR, Inc. shall reproduce on all copies of the
Deposit made by it any proprietary or confidentiality notices
contained in the Deposit originally with it by Licensor.
Non - Disclosure: Except as provided in this Agreement,
Software Escrow Security, division of INSTAR Inc. agrees that
it will not divulge, disclose, or otherwise make available to
third parties, or make any use whatsoever, of the Deposit, or
of any information provided to it by Licensor in connection
with this Agreement, without the express prior written
consent of Licensor. This obligation shall continue
indefinitely notwithstanding termination of this Agreement.
Delivery of Deposit to Participating User: In the event that
a copy of any Deposit is delivered to Participating User
pursuant to this Agreement, Participating User may have all
rights in the title to such copy and the computer programs
contained thereon on a non - exclusive basis, subject to all
limitations on use, access or disclosure by such
Participating User which is applicable under the terms of the
License Agreement or any other agreement regarding the use of
the Deposit between Licensor and Participating User provided
that such Participating User may be entitled to use such copy
of the Deposit only to continue to fulfill its obligations,
and provided further that such Participating User may also
have the right to use, maintain and modify such copy of the
Deposit for these purposes.
Licensor =NIX. Inc. Software Escrow Security
By D. Keith Wilson
Signature
Title Vice President
Date January 8, 1987
KENNETH A RUBIN
,DIRECTOR
DECEMBER 29, 1986
19 -R -j
RIDER M
Taxes
A. THE LIBRARY represents that it is subject to taxation
only as listed hereafter:
1. Federal Tax J 8
2. State Tax 0
3. Local Tax
4. Other 0
%
B. THE LIBRARY represents that it is exempt from taxes as
per certificate number 7- 6,017 g.5 .
C. THE LIBRARY represents that it is otherwise exempt from
taxes as per (authority)
PAGE 20 -R ROUND ROCK CITY
MAINTENANCE AGREEMENT
our cop"
T is •greement is made and entered into this 6x, day of
.� .� , 1987, by and between DYNIX, Inc. (hereinafter
r erred to as "DYNIX "), a Utah corporation having its office
at 1455 West 820 North, Provo, Utah 84601, and the City of
Round Rock w,hgse mailing address is: 214 East Main, Round
Rock, TX 786$'. The term DYNIX shall refer to the company,
its agents and its sub - contractors.
1. PROVISIONS FOR MAINTENANCE SERVICES
DYNIX agrees to furnish as specified herein services to
maintain the equipment, hardware and software described
below as the "System" and the City of Round Rock, Texas,
(hereinafter referred to as "CITY ") hereby contracts for
maintenance services for the system upon the terms and
conditions set forth herein.
2. TERMS
This Agreement shall commence on the effective date of
this contract and shall continue for a period of one (1)
year provided, however, that DYNIX agrees to supply
replacement parts for a period of three years from the
date maintenance begins. CITY may terminate the
agreement for any reason after providing 60 -day written
notice. DYNIX will provide maintenance for hardware and
software until 24 months prior written notice is given to
terminate such agreement, unless CITY agrees in writing
to an earlier termination. For three years following the
signing of this Agreement, the Agreement may be
automatically renewed by the CITY paying the appropriate
maintenance fees.
3. SUBCONTRACTORS
4. DIAGNOSIS OF PROBLEMS
DYNIX hereby accepts full responsibility for the
obligations outlined by this Agreement. The CITY agrees
that DYNIX may sub - contract some or all of the
performance of its duties provided for herein, provided
that the CITY approves in writing of the sub- contractor.
Nothing in this paragraph shall be interpreted as
authorizing the assignment of this Agreement by DYNIX and
DYNIX shall, irrespective of any approved subcontracting,
remain fully responsible for all its obligations
hereunder.
DYNIX shall maintain technical personnel stationed at is
Provo, Utah facility for purposes of providing a
PAGE 1 -M ROUND ROCK CITY
telephone customer service to report problems and discuss
questions about operations. For diagnosis of problems,
DYNIX technical personnel shall be able to dial the
CITY's CPU directly. DYNIX technical staff will use its
best efforts to respond to each reported problem within
four hours.
5. MAINTENANCE RESPONSIBILITIES
A. Maintenance on CPU Hardware
(1) Items included are detailed in Rider A of the
agreement.
(2) Unscheduled on -site remedial maintenance shall be
performed after notification that equipment is
inoperative or malfunctioni�•DYNIX shall provide the
CITY with a designated pont of contact and shall
make arrangements to enable maintenance personnel to
receive such notification.
(3) Unscheduled on -site remedial maintenance shall be
provided during the following hours:
MON - FRI SAM-6PM Central Time
The CITY may change or extend the hours of
maintenance coverage upon mutual agreement with
DYNIX.
(4) Holidays excluded from unscheduled on -site remedial
maintenance service include:
New Year's Day
Good Friday
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Friday after Thanksgiving
Christmas Eve (1/2 Day)
Christmas Day
New Year's Eve (1/2 Day)
(5) All parts necessary for unscheduled on -site remedial
maintenance shall be furnished at no additional
charge to the CITY, on an exchange basis. Only new
parts or refurbished (manufacturer certifiable)
parts shall be used.
(6) Scheduled Preventive Maintenance ( "PM ") will be
performed by DYNIX during On -Site Maintenance hours
a minimum of four (4) times a year. Scheduling of
PM will be by agreement of both parties at any time
between the hours of 8:00 a.m. and 5:00 p.m., Monday
through Friday, exclusive of DYNIX holidays.
PAGE 2 -M ROUND ROCK CITY
(7) Payment for this service begins 30 days after
successful completion of the hardware quality
gxamination.
B. Maintenance of Licensed Software
(1) Products covered are detailed in Rider B.
(2) DYNIX will provide all fixes, minor enhancements,
releases, or upgrades to the Licenses Software at no
additional charge to the CITY. Such fixes, minor
enhancements, releases, or upgrades shall be
provided with all appropriate documentation for
successful installation and implementation.
(3) DYNIX shall provide corrections to the License
software at no additional cost to the CITY for any
error, malfunction, or defect which causes the
Licensed Software to fail to perform in accordance
with functional specifications contractually
guaranteed by DYNIX except as provided for in
paragraph 7 below.
(4) Unscheduled Software maintenance and CITY
consultations shall be provided during the CITY's
hours of operation as follows:
MON - FRI 8AM -6PM Central Time
(5) Holidays excluded from unscheduled software
maintenance service include:
New Years Day
President's Day
Easter
Memorial Day
Independence Day
Pioneer Day, July 24
Labor Day
Thanksgiving Day
Friday after Thanksgiving Day
Christmas Eve (1/2 day)
Christmas Day
(6) DYNIX shall provide assistance for emergency
problems at all other hours including weekends and
holidays. Emergency assistance is limited to work
in correcting problems which prevent successful
operation of a major required function.
(7) DYNIX shall have no obligation to provide assistance
in correcting errors or problems arising in
connection with any modifications or alterations to
the Licensed Software which have been made by or on
behalf of the CITY without DYNIX's express written
consent.
PAGE 3 -M ROUND ROCK CITY
(8) Payment for this service shall begin 90 days after
receiving training (per module).
C. Maintenance on Terminals and Peripheral Devices
(60/40 Plan)
(1) Items covered are detailed in Rider 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) If a piece of Equipment malfunctions the
library contacts DYNIX Library Support for a
"Return Materials Authorization" (RNA *). The
library then ships the equipment to a
DYNIX - designated repair center. The item is
repaired and returned to THE CITY at DYNIX's
expense.
(4) THE CITY may, at its option, request a
replacement unit for the item in repair. When
a unit is sent to THE CITY it becomes the
property of THE CITY. The repaired item is
instead returned to DYNIX. Replacement
charges as per Rider C are billed to THE CITY.
Express delivery may be requested and billed.
(5) Equipment abused, physically or otherwise, is
not covered by the maintenance contract and
the full cost of repairs will be borne by THE
CITY.
(6) At the end of each year the total amount paid
to DYNIX for maintenance is reduced by any
repair debits as per Rider C. DYNIX will
credit THE CITY with the sixty (60) percent of`
the balance. Charges for replacement units,
express shipping, and non - warrantee repairs
will not be included in the reduction
calculations.
(7) The remaining credit may be used for any
hardware purchase from DYNIX any time within
three (3) years after the close of the
maintenance year.
(B) Credits not expended earn 3% annual interest,
or the rate then in effect as published by
DYNIX.
(9) In the event that repair debits for a given
year exceed the amount of maintenance paid,
PAGE 4 -M ROUND ROCK CITY
the library shall receive no maintenance
credit for the year. No additional
maintenance charges shall be assessed, nor
will credits held from previous years (if any)
be reduced.
(10) If maintenance on peripherals is allowed to
lapse, or if THE CITY wishes to cover used
equipment not previously covered, DYNIX may
assess a one time charge equal to the repair
debit before accepting the item for coverage.
(11) Maintenance charges begin thirty days after
installation, or after expiration of the
manufacturer's warrantee, whichever is later.
6. CONDITIONS OF DYNIX'S OBLIGATIONS
All maintenance services of any nature rendered by DYNIX
hereunder shall be limited to the system and shall be
contingent upon the CITY's proper use of the systems
according to this agreement.
7. OBLIGATIONS OF THE CITY
A. The CITY shall be responsible for maintaining staff
to handle day -to -day operations 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
services to be provided by DYNIX hereunder is not
intended to supplant the CITY's day -to -day operation
and support for the system.
B. The CITY shall provide DYNIX reasonable access to
each item of equipment to allow DYNIX to provide
- -- maintenance service thereon and a place in which to
perform such service shall be made available to
DYNIX. The CITY shall provide DYNIX access to the
system which DYNIX believes is necessary or
desirable for the performance of any unscheduled
on -site remedial maintenance services. A designated
representative of the CITY shall be in the building
whenever DYNIX personnel are present. Preventative
maintenance shall be conducted so as to minimize
impact on normal CITY operations.
C. The CITY shall provide suitable, per site
preparation guidelines, environmental conditions,
including space, heat, light, ventilation, cooling,
electrical power, current and grounding, and the
like for the system to be maintained properly
hereunder.
D. The CITY shall not perform, nor attempt to perform,
PAGE 5 -M ROUND ROCK CITY
nor cause to be performed, maintenance or repair to
the equipment or Licensed Software covered hereunder
during the term of this Maintenance Agreement except
with the prior written or oral approval of DYNIX.
E. The CITY shall be responsible for maintaining (1) a
telephone within operational reach of the central
equipment, (2) an auto- answer, 1200 baud modem
attached to a port for the exclusive use of DYNIX,
and (3) and "outside" voice grade, 1FB phone line
for the modem to be used in dial -up diagnostics and
maintenance. The cost of procuring and maintaining
this line in good operation condition shall be born
by the CITY.
8. CHARGES AND PAYMENTS
A. The maintenance charges outlined on Rider A, B, and
C of this Agreement are due and payable by the CITY
at the start of each maintenance period.
The CITY has the option to pay the maintenance
charges monthly, quarterly, semi - annually, or
annually. Payment discounts according to the option
selected will be given according to DYNIX's standard
schedule.
B. Charges for on -site remedial maintenance provided
other than during the hours of contracted
maintenance or for other services which are not
included in the monthly maintenance charges are due
and payable thirty (30) days from the date of
invoice.
C. There shall be no additional maintenance charge for:
(1) Unscheduled on -site remedial maintenance begun
during the contracted hours of maintenance and
extending one hour beyond.
(2) Travel expenses or per diem expenses.
(3) Time spent by maintenance personnel after
arrival at the site awaiting the arrival of
additional maintenance personnel and /or
delivery of parts, tools, or other required
material after a service call has commenced.
(4) Unscheduled on -site remedial maintenance
required when the scheduled preventive
maintenance preceding the malfunction has not
been performed.
(5) Unless otherwise specified herein, cost of
transportation, rigging and drayage whenever
PAGE 6 -M ROUND ROCK CITY
equipment is shipped for remedying mechanical
problems unless the replacement was due to a
cause specified as a CITY responsibility.
D. Each year this agreement is in effect charges for
software maintenance hereunder may be increased by
the lesser of ten (10%) percent or the Consumer
Price Index (CPI) (Bureau of Labor Statistics],
provided that written notice of the increase shall
be made by April 1 of each year to be effective the
following October 1.
E. All increased charges for hardware maintenance
hereunder will reflect only actual increased charges
made by maintenance sub - contractors, if any, to
DYNIX.
9. SEVERABILITY
If any provision of this Agreement shall be held invalid,
illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in
any way be affected or impaired.
10. APPLICABLE AND GOVERNING LAW CLAUSE
This Agreement shall be subject to all laws of the
Federal Government of the United States of America and to
the laws of the State of Texas. The applicable law for
any legal disputes arising out of this contract shall be
of (and all actions hereunder shall be brought in) the
State of Texas and the County of Williamson.
11. MODIFICATIONS OF AGREEMENT
The rights and obligations hereunder may not be changed,-
modified, or waived except by an instrument in writing
signed by the parties hereto.
12. MOVEMENT OF EQUIPMENT
The CITY shall give DYNIX at least sixty (60) days
written notice of intention to move the System central
site equipment (or any portion thereof covered by this
Agreement from the installation site(s) first set forth
above or any subsequent relocation site as approved by
DYNIX. If the System (or any portion thereof) is moved
without the express approval of DYNIX, it shall not
continue to be maintained by DYNIX under this Agreement.
DYNIX or its authorized personnel shall supervise any
dismantling and packing of the System or any portion
thereof, and shall perform inspection and reinstallation
at the new location. The CITY shall furnish all labor
PAGE 7 -M ROUND ROCK CITY
required for the dismantling, packing, unpacking and the
placement in the new location. Charges for supervising
inspecting, installing, removing or reinstalling shall be
billed to the CITY at a rate not to exceed the rates
charged by DYNIX to third parties possessing a system
comparable to the System during the applicable calendar
quarter. This does not apply to terminals, wands,
lasers, or slave printers.
13. INDEMNIFICATION
DYNIX shall assume the defense of, and indemnify and save
harmless, the CITY, its officers, employees and agents
from and against all damages, claims, liability,
attorney's fees and costs resulting from the negligence
or willful misconduct of DYNIX in the performance of this
Agreement. However, DYNIX hereby agrees that the
designated City Attorney shall be kept promptly advised
of all developments in all litigation, settlement, or
other matters.
14. INSURANCE
During the performance of this Agreement, DYNIX shall
maintain in full force and effect the following insurance
coverage:
A. Workers Compensation
Full Worker's Compensation in compliance with
applicable state statutes and Employer's Liability
coverage of at least $100.000 per occurrence.
B. General Liability Insurance
DYNIX shall provide sufficient broad coverage to
include:
(a) General Liability Insurance
(b) Personal Injury Liability
The amount of the policy shall be no less than
$500.000 Single Limit per occurrence, issued by an
insurer licensed to do business within the State of
Texas.
DYNIX will have a Certificate of Insurance completed
and filed with the CITY within thirty (30) days of
the execution of this Agreement. No cancelation,
change of coverage, or expiration by the insurance
company or the insured shall occur during the term
of this contract, without thirty (30) days written
notice to the CITY prior to the effective date of
such cancellation or change in coverage. In the
even the insurance coverage is cancelled by the
PAGE 8 -M ROUND ROCK CITY
15. CONSENT TO BREACH NOT WAIVER
No provision or term hereof shall be deemed waived and no
breach excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or
consented. Any consent by any party to, or waiver of, a
breach by the other, whether expressed or implied, shall
not constitute a consent to , waiver of, or excuse for
any other different or subsequent breach. Payment under
this Agreement shall not be interpreted as acceptance of
the System or waiver of the performance requirements
contained herein.
16. SURVIVAL CLAUSE
All duties and responsibilities of any party, which
either expressly or by their nature extend into the
future, shall extend beyond and survive the end of the
contract term or cancellation of the Agreement.
17. NOTICE
direction of DYNIX or the insurer, substitute
insurance shall be provided with no lapse of
coverage between policies.
All notices or communications required permitted as a
part of the Agreement shall be in writing (unless another
verifiable medium is expressly authorized) and shall be
deemed delivered when:
(a) actually received, or
(b) upon receipt by sender of a certified mail, return
receipt signed by an employee or agent of the party,
or
(c) if not actually received, 10 days after deposit with
the United States Postal Service authorized mail
center with proper postage (certified mail, return
receipt requested) affixed and addressed to the
respective other party at the address set out in the
section of the Agreement titles "Identification of
the Parties to the Agreement" or such other address
as the party may have designated by notice or
Agreement amendment to the other party, or
(d) upon delivery by the CITY of the notice to an
authorized DYNIX representative while at the CITY
site.
Consequences to be borne due to failure to receive a
notice due to improper notification by the intended
receiving party of a new address will be borne by
PAGE 9 -M ROUND ROCK CITY
18. FORCE MAJEURE
the intended receiving party.
DYNIX, Inc.: DYNIX, Inc., Attention : Paul Sybrowsky,
1455 West 820 North, Provo, Utah 84601.
Round Rock Public Library, Attention: Dale Ricklefs, 216
East Main, Round Rock, TX 78664.
Timely performance is essential to the successful initial
implementation and ongoing operation of the automated
CITY system. However, neither party will be liable for
delays in performing its obligations under this agreement
to the extent that the delay is caused by force majeure.
Force majeure acts shall include but not be limited to
acts of God, strikes, lockouts, riots, acts of war,
epidemics, government regulations imposed after the fact,
fire, communication line failure, earthquakes, or other
disasters. Force majeure shall not be allowed unless:
1. Within three (3) calendar days of the occurrence of
force majeure, the party whose performance is
delayed thereby shall provide the other party or
parties with written notice explaining the cause and
extent thereof, as well as a request for a time
extension equal to the estimated duration of the
force majeure events, and;
2. Within three (3) calendar days after the cessation
of the force majeure event, the party whose
performance was delayed shall provide the other
party written notice of the time at which force
majeure ceased and a complete explanation of all
pertinent events pertaining to the entire force
majeure situation.
Unless provided prior written notice of permission
by the other party or parties to the Agreement,
under no circumstances shall the permissible delays
justified by force majeure extend beyond the one
hundred - twenty (120) days from scheduled dates or
from unscheduled deadlines resulting from and
established due to failure of the system to meet
performance examination(s) as documented in the
Agreement. Failure to secure prior written
permission extending the due date after the one
hundred - twenty (120) days, even under force majeure
conditions, shall constitute default by the party
failing to meet the required deadline.
Under no circumstances shall delays caused by a
force majeure extend beyond one hundred - twenty (120)
days from the scheduled delivery or completion date
of task, unless by prior (to the one hundred - twenty
(120) days) written notice of permission of the
PAGE 10 -M ROUND ROCK CITY
other party. Failure to secure this written prior
permission, even in the case of force majeure, shall
constitute default by the party failing to meet the
requirement.
Either party shall have the right to terminate the
contract Agreement if a force majeure suspends
performance of scheduled tasks by one or more
parties for a period of one hundred - twenty (120) or
more days f4Wm the scheduled date of the task. If a
cancel due to a force majeure occurs before title
passes to the CITY, DYNIX may keep any parts of the
system as it can salvage, but must remove the same
at its own expense. If cancellation occurs due to
force majeure caused by DYNIX after title passes to
the CITY, the system shall remain with the CITY and
DYNIX shall be entitled to any such payments as have
accrued according to the payment schedule.
19. NONDISCRIMINATION BY VENDORS OR AGENTS OF DYNIX
Neither DYNIX, nor any officer, agent, employee, servant
or subcontractor of DYNIX 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 handicap unrelated
to job performance, either directly, indirectly, or
through contractual or other arrangements. DYNIX hereby
agrees to keep, retain, and safeguard all of DYNIX's
records relating to this Agreement or the work performed
hereunder for a minimum of three (3) years from the
execution date of this Agreement, with full access
allowed to authorized representatives of the City upon
request for purposes of evaluating compliance with the
provisions of this Agreement.
20. COMPLIANCE WITH ALL LAWS -- PARTIAL INVALIDITY
(a) Compliance. Each party agrees that it will perform
its obligations herein in accordance with all applicable
laws, rules and regulations now or hereafter in effect.
Neither party shall have to take any action which would
violate any applicable law, rule, or regulation of the
controlling authority.
(b) Partial Invalidity. If any term or provision of this
Agreement shall be found illegal or unenforceable then,
notwithstanding, this Agreement shall remain in full
force and effect and such term or provision shall be
deemed stricken.
21. ABILITY TO MODIFY EOUIPMENT IN THE FIELD
DYNIX represents that, in any case where expansion
PAGE 11 -M ROUND ROCK CITY
equipment can be installed or obtained through field
modification of any component contracted for herein,
DYNIX will make such field installation when requested by
CITY at a rate not to exceed the rates charged by DYNIX
to third parties possessing a system comparable to the
System during the calendar quarter when such field
installation occurs.
22. LITIGATION COSTS
If litigation occurs, losing party pays attorney fees and
cost.
23. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for
reference purposes only and shall not be deemed a part of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement,
which shall inure to the benefit of and be binding upon the
successors of the respective parties, to be signed and entered
as of the date first mentioned above.
CITY
ATTEST:
�p r �js
City Secretary
DYNIX, INC
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,)
I77Ayoia
PAGE 12 -M ROUND ROCK CITY
Monthly
System Component Maintenance
1 Ultimate 3020 Computer
Includes:
LSI-11/23 I/O Processor
Ultimate Dual Ported Co- Processor
1MB Main Memory
8 -slot Q -Bus
Virtual Control Panel
Disk Controller (2 drive max)
Tape Controller (1 drive max)
Serial Printer Controller
41" System Cabinet
15 AMP, 115 VAC Power Dist. Unit
System Cabling
Battery Backup Unit
PS 20 Power Conditioner
RIDER A
Equipment Maintenance
448
2 227MB Fixed Media Disk Drives 154
1 1600 BPI 75 IPS Tape Drive 55
3 8 -Port Serial I/O Controllers 60
1 Printronix 150 LPN Printer 110
8 WYSE 50 CRT Terminals 64
12 DYNIX PAC Terminals 96
5 Intermec 9510 Light Pens 40
2 Rixon 212 Intelligent Modems 8
2 Telxon Portable Terminal /Scanners 24
1 C.Itoh Spine Label Printer 6
3 HP Thinkjet Printers 18
TOTAL $ 1,083
Annual Hardware Maintenance paid monthly: $ 12,996
Annual Hardware Maintenance with single
prepayment discount: $ 12,346
PAGE 13 -M ROUND ROCK CITY
RIDER B
Software Maintenance
Cataloging Module 175
Circulation Module 144
Public Access Catalog Module 75
Circulation Backup Module 20
Bibliofile Interface 20
Annual Software Maintenance if paid monthly:
Annual Software Maintenance if paid quarterly:
Annual Software Maintenance if paid annually:
TOTAL $ 442
$ 5,304
$ 4,740
$ 4,400
PAGE 14 -M ROUND ROCK CITY
60/40 Plan
Equipment Repair* Replacement Monthly
Debit Unit Charge
CRT $130 55 8
Modem 115 60 4
Multiplexor 290 varies 11
Light Pen 95 125 4
Laser Reader 315 200 15
C.Itoh /Siemens Printer 120 100 6
Thinkjet Printer 105 60 6
*Note: This is NOT an additional charge to the library for each repair.
It is simply the amount deducted from the total maintenance paid before
computing the library's credit.
Discount for annual prepayment: 5%
RIDER C
PAGE 15 -M ROUND ROCK CITY
RIDER D
System Functional Competence Examination
The system Functional Competence Examination is a test to
determine if the required functional capabilities of the
System are present and available for use.
If at any time, after final acceptance of the System, the CITY
experiences a degradation of functional capability, this
examination shall be employed. CITY's staff will
systematically test and evaluate the performance of each
separate functional capability described in the Buyer's
Request For Proposals and the DYNIX's responsive proposal.
The System will also be evaluated to demonstrate the continued
ability to produce all printed reports and notices as required
by the CITY's Request For Proposals and the DYNIX's responsive
proposal.
If, during the testing process, CITY's staff observes
variances from said functional requirements and system
operational capabilities, CITY will send notice of variance(s)
to DYNIX. Upon notice from CITY, DYNIX will correct the
variances and the on examination of these corrections will be
performed by Buyer's staff. After notice of the verification
of the correction of functional variance(s) by Buyer's staff,
DYNIX shall be deemed to have successfully corrected the
functional degradation. Should functional degradations remain
after the attempted correction period, then DYNIX shall be in
default.
PAGE 16 -M ROUND ROCK CITY
RIDER E
Full Load Response Time and Processing Capacity
Examination
The system full load response time and processing capacity
examination to determine if sufficient hardware and software
resources have been provided by DYNIX to achieve the minimum
levels of response time and processing capacity performance.
(a) This test will not be applied until such time as a
minimum of 85% of the bibliographic, patron, and
item databases have been loaded into and indexed by
the System or no later than 9 months from the date
of notice of successful completion of the Hardware
Quality Examination, whichever comes first.
(b) Each test period will last for a minimum of 30
minutes. No test shall be deemed valid unless a
minimum of 50 timings were performed at the
monitored workstation for each type of transaction.
(c) There will be three (3) staffing levels necessary to
perform the test. These are:
Operators: Each designated workstation will be
operated by fully trained LIBRARY
operator.
Monitors: Selected workstations will have
monitor personnel to measure and
record response times. All
measurements must be taken with a
stopwatch. Use of standard watches or
clocks will not be permitted.
Jurors: Buyers managers, consultants, and.
DYNIX representatives will serve as
System jurors. These individuals will
be present to supervise the proper
application of test procedures and to
calculate the final results of the
test(s).
(d) The monitor(s) will use A Response Time Test
Measurement Worksheet to document all measured
transactions. It is the responsibility of the
monitor to correctly note on the form, prior to the
application of the test, the following information:
1. The terminal location being measured.
2. The LIBRARY location of the terminal being
measured.
3. The type of transaction (function) at which
PAGE 17 -M ROUND ROCK CITY
..he measurement was taken.
4. The line speed, where applicable, to the
terminal where the measurement is being taken.
5. Date.
(e) For each individual measurement observed by the
monitor, the number of seconds required for the
System to respond shall be recorded to the nearest
tenths of seconds.
(f) While a broad mix of transactions will be
simultaneously performed bn System terminals, only
one terminal at a time shall be officially monitored
and logged. Monitoring of timings shall not begin
until after 10 minutes of active use of the system.
No function monitoring shall cease before a minimum
of 5 minutes of transactions monitoring has been
performed.
(g) All transactions performed during the test, whether
at a monitored or unmonitored workstation, shall be
according to the prescribed transaction logs. No
spontaneous transactions will be attempted during
the test period by any operator.
(h) LIBRARY and DYNIX will jointly create and approve
all transaction logs prior to the application of the
examination.
(i) The final results will be calculated by the LIBRARY
staff. DYNIX representatives will be allowed to
verify the test findings.
(j) The full load performance mix transaction logs
[terminal functions and transaction types] will be
as follows:
1. 2 terminals performing circulation transactions
1 1 Charge function. Each of these terminal&
will be scheduled to charge out an average
of 5 LIBRARY items per minute. Each
patron will be borrowing either 4 or 5
items.
1.2 Renewal function. Transaction logs will be
designed to initiate and include one
renewal transaction for each 5th patron
charging out materials.
1.3 Patron card renewal function. Transaction
logs will be designed to initiate a patron
card renewal procedure for every 25th
patron which charges out material.
1.4 Fine posting transactions. Transaction
logs will be designed to initiate a fine
PAGE 18 -M ROUND ROCK CITY
posting every 15th charge transaction.
1.5 Hold transactions. Transactions will be
designed to initiate a hold request every
40th charge transaction.
1.6 Charge block function. Transaction logs
will be designed to initiate a block of
the charge function every 50th charge
transaction.
2. 1 terminal performing circulation discharge
transactions.
2.1 Discharge function. The terminal will be
scheduled to discharge an average of 10
items per minute.
2.2 Overdue posting. Transaction logs will be
designed to where every 25th discharge
will require the posting of an overdue
fine to the patron record.
2.3 Fine payment. Transaction logs will be
designed where every 30th discharge will
post a fine payment to the appropriate
record.
3. 1 terminal performing patron inquiry and
registration transactions.
3.1 Patron registration function. Transaction
logs will be designed where the terminal
will perform a specified number of patron
registrations.
3.2 Patron inauiry function. Transaction logs
will be designed where the terminal will
perform a specified number of patron-
record inquiries which will display patron
information, materials charged out, and
fines paid /pending.
4. 1 terminal performing technical services and
database maintenance transactions.
4.1 Bibliographic database inauiry function.
Transaction logs will be designed where
the terminal is performing an average of
one (1) bibliographic record inquiry per
minute.
4.2 Bibliographic database update function.
Transaction logs will be designed where
the terminal is performing an average of
one (1) bibliographic record inquiry per
minute.
PAGE 19 -M ROUND ROCK CITY
4.3 Bibliographic database add function.
Transaction logs will be designed where
the terminal adds a new bibliographic
record every 20th bibliographic record
viewed.
4.4 Item record database add function.
Transaction logs will be designed where
the terminal adds an item record to every
10th bibliographic record viewed.
5. 7 terminals performing online public access
catalog transactions.
5.1 Title and author inquiry function.
Transaction logs will be designed where 3
terminals are performing an equal mix of
OPAC title inquiries (50%) and OPAC author
inquiries (50%).
5.2 Subject inquiry function. Transaction logs
will be designed where 3 terminals are
performing single logical search argument
(as contrasted with boolean search
arguments) subject inquiries.
5.3 Boolean keyword inquiry function.
Transaction logs will be designed where 0
terminals are performing boolean
inquiries, composed of any two of all
possible indexed data elements. Boolean
key word searches shall exclude the top 1%
most frequent occuring words and all words
in the stop list.
6. B terminals performing a broad mixture of
transactions.
7. The printing of selected notices DI management,
report.
(k) Response time shall be defined as the duration of
seconds from when the operator initiates the
transaction (hits the 'ENTER' or 'RETURN' key; OCR
wanding, lightpen wanding, or laser wanding of an
optical label; pressing a touch screen area) and
when the System displays the first character of
meaningful data or responds with a meaningful
audible tone. "Average Response Time" is the value
resulting from (a) adding the number of seconds of
all monitored transactions and (b) dividing this
total by the number of transactions. "Maximum
Response Time" is found by (a) identifying the
slowest 50% of the transactions in each function,
and (b) selecting the next slowest response time.
PAGE 20 -M ROUND ROCK CITY
in order for the System to
fully achieve the following
Transaction Tvpe
1. Checkout [patron or
item bar code]
2. Checkin [item bar
code; no alert]
3. Renew item [item
bar code]
4. Place hold
5. Register new patron
[record storage
(patron record)]
6. Renew patron registra-
tion [bar code]
7. Record number inquiry
8. Patron inquiry [patron
barcode ID number]
9. Patron inquiry [patron
name]
10.Item inquiry [item ID
number]
11.Add bibliographic
record to database
[record storage (new title)]
12.Add new item record to
database
13.0PAC title search [browse]
14.OPAC keyword search [one
term]
15.OPAC keyword search
(two terms)
16.OPAC author search (browse)
Response Time Chart
successfully pass this examination, it must
response times:
Average Response
Time in Seconds
2.
3.0
2.0
3.0
3.0
3.0
2.0
2.0
3.0
2.0
4.0
3.0
3.0
5.0
10.0
5.0
Maximum Response
Time in Seconds
- 4.0
5 .0
- 4.0
5.0
5 .0
5 .0
4.0
_3.0
5.0
_la_
7.0
5.0
5.0
- 8.0
15.0
8.0
PAGE 2J-VV ROUND ROCK CITY
RIDER F
System Eauipment Reliability Examination
The System Equipment Reliability Examination is going to
determine if the Equipment provided under this Agreement is
reliable and, therefore, suitable for use by the Library.
This examination will be administered as follows:
(a) Upon receipt by the LIBRARY from DYNIX of notice of
the successful completion of the Hardware Quality
Examination and after initial onsite training the
LIBRARY's staff shall commence the examination.
(b) The Equipment Reliability Examination may be
overlapped with other performance examination
procedures.
(c) In order to successfully pass this examination, the
Equipment must be available for 98% of the business
hours of the LIBRARY during a 60 -day period
excluding holidays.
(d) All downtime shall be measured in increments of 6
minutes, rounded to the nearest (up or down)
increment. In calculating downtime, each occurrence
shall be measured, calculated separately, and logged
into the operations downtime transaction log. At
the conclusion of each 60 -day examination period,
the downtime value resulting from each occurrence
will be combined to arrive at the total amount of
downtime. Under no circumstances will the downtime
coefficient value be more than 1.0 in calculating
the minutes of downtime.
The formula for calculating each occurrence of downtime is as
follows:
FORMULA: (t) = (d) x (m)
[where variables are defined as:]
(d) = downtime coefficient value
(m) = number of minutes of downtime
(t) = total downtime [for that occurrence]
(e) The downtime coefficient value shall be assigned
according to the following table.
Class 1 Hardware Outage: Coefficient Value = 1.0
[each device]
Central processing unit
Disk drive(s) /controller
Main memory
PAGE 22 -M ROUND ROCK CITY
Class 2 Hardware Outage: Coefficient Value = 0.5
[each device]
Line Printer
Tape drive
Class 3 Hardware Outage:
Checkout
Checkin
Bibliographic file update
Patron file update
Item file update
OPAC title inquiry
Class 5 Hardware Outage:
Hold place or file
Loan payment
Patron name inquiry
Authority file update
Coefficient Value = 0.1
[each device]
Terminals
Optical scanning device
Slave printer
Portable optical reader /portable terminal
Modems /MUX
Any other DYNIX supplied equipment
Class 4 Software Outage: Coefficient Value = 1.0
[each device]
Coefficient Value = 0.5
[each device]
(f) The LIBRARY has primary responsibility for
maintaining the official downtime log. DYNIX,
however, will be encouraged to maintain a separate
downtime log.
(g) Downtime is defined as the amount of time from the
minute DYNIX is notified of the occurrence and
moment that the outage is successfully resolved.
This excludes holidays and other times when the
LIBRARY is officially closed or has not contracted -
for maintenance coverage. No downtime calculation
will be made on any device for which DYNIX has
provided a spare device. At that point when all
spare devices provided by DYNIX are in use and
additional LIBRARY devices are inoperative, a
downtime amount will be assigned to additional
LIBRARY devices which are inoperative.
(h) During the testing period, all scheduled
preventative maintenance downtime shall be excluded
from the calculation. All downtime due to power
failures shall be excluded from the calculation.
All downtime due to improper air conditions shall be
excluded from the calculation. All downtime due to
the LIBRARY's staff (operator) error shall be
PAGE 23 -M ROUND ROCK CITY
excluded from the calculation.
If, after testing and correction attempts, availability
exceeds maximum levels, then DYNIX shall be in default.
After successful completion of 98% availability for the 60 -day
continuous test period, the LIBRARY will have five (5) days to
send notice to DYNIX of successful performance of this
examination. This examination must be successfully completed
as a condition of System acceptance.
PAGE 24 -M ROUND ROCK CITY
System Storage Capacity Examination
The system storage capacity examination is an ongoing
quality examination requiring that DYNIX provide a minimum
storage capacity (while maintaining all other System
performance criteria) based on the projected number of records
for the initial five (5) years of the system. Buyer does not
have the expertise nor the knowledge of proprietary
information sufficient to allow for the prediction of storage
capacity requirements. It is required, therefore, that DYNIX
contractually guarantee that the levels of data specified
(number of records with the defined indexed values) can be
efficiently stored on the System.
The System shall be required to store the following
number of bibliographic, patron, and item records, properly
indexed as described in the Request For Proposals document.
PAGE 25 -M
(a) Bibliographic Records:
(Academic Years)
(b) Patron Record:
(Academic Years)
(c) Item Records:
(Academic Years)
RIDER G
1987 44,000 records
1991 73,000 records
1987 10,000 records
1991 25,000 records
1987 46,000 records
1991 75,000 records
Should the LIBRARY not have sufficient storage capacity,
it shall be the responsibility of DYNIX to provide, at their
initial and ongoing expense, data storage devices sufficient
to accomplish this.
ROUND ROCK CITY
RIDER H
Failure to Perform
If DYNIX fails to perform its commitments under this
Agreement such that LIBRARY experiences System function,
reliability, and /or performance below the standards set forth
in this Agreement, then DYNIX will take the following actions
to bring the System into proper performance.
(I) Failure to provide minimum data storage as defined
by the System Storage Capacity Examination. Should
DYNIX fail to provide sufficient data and index
storage capacity for each of the years specified in
the examination, DYNIX shall be responsible for
providing, at their initial and ongoing expense,
data storage devices sufficient to accomplish this
storage. Title to such devices will freely pass to
LIBRARY upon installation.
(II) Failure to maintain Performance as defined by the
Full Load Response Time and Processing Capacity
5xamination. The LIBRARY recognizes that during
normal operation of a system there will be temporary
periods of minor degradation of response time
performance and, that after official notification of
these degradations to DYNIX, DYNIX will exercise
remedial procedures to correct these problems. The
following procedures are designed to be used in
those cases where the LIBRARY experiences major or
catastrophic performance degradations.
"Major Response Time Degradation" is defined as those periods
of time where response times for one or more key system
transactions degrades to the number of seconds listed below:
1. Checkout [patron or item bar code] 3.0+
2. Checkin [item bar code; no alert] 4.0+
3. Check in 'item bar code; alert]
4. Renew item (item bar code]
5. Place hold
6. Register new patron
7. Renew patron registration [bar code] 4.0+
8. Record number inquiry [title key] 3.0+
PAGE 26 -M
MAJOR FAILURE MAJOR FAILURE
AVERAGE MAXIMUM
SECONDS SECONDS
3.0+
3.0+
4.0+
4.0+
4.5+
5.5+
6.0+
4.5+
6.0+
7.0+
6.0+
4.5+
ROUND ROCK CITY
9. Patron inquiry [patron ID number] 3.0+
10. Patron inquiry [patron name] 4.0+
11. Item inquiry [item ID number] 3.0+
12. Add new bibliographic record database 6.0+
13. Add new item record to database
14. OPAC title search
15. OPAC keyword search (one term)
16. OPAC keyword search (two terms)
17. OPAC author search (browse).
"Catastrophic Response Time Degradation" is defined as those
periods of time where response times for one or more key
system transactions degrades beyond that of a Major Response
Time Degradation, to the measurement of the number of seconds
listed below:
1. Checkout [patron or item bar code] 4.0+
2. Checkin [item bar code; no alert] 6.0+
3. Check in [item bar code; alert] 4.0+
4. Renew item [item bar code] 4.0+
5. Place hold 5.0+
6. Register new patron 5.0+
7. Renew patron registration [bar code] 5.0+
8. Record number inquiry [title key] - 4.0+
9. Patron inquiry [patron ID number]
10. Patron inquiry [patron name]
11. Item inquiry [item ID number]
13. Add new item record to database
14. OPAC title search
PAGE 27 -M
5.0+
4.5+
9.0+
9.0+
4.0+
CATASTROPHIC CATASTROPHIC
FAILURE FAILURE
AVERAGE Airs !@E• Mp o m UM
SECONDS SECONDS
4.0+
5.0+
4.0+
12. Add new bibliographic record database 7.0+
6.0+
6.0+
4.5+
6.0+
4.5+
13.0+
11.0+
6.0+
10.5+
16.0+
5.0+
5.5+
8.0+
7.0+
5.5+
10.0+
10.0+
10.0+
5.5+
5.5+
10.0+
5.5+
14.0+
10.0+
10.0+
ROUND ROCK CITY
15. OPAC keyword search (one term)
12.0+ 14.0+
16. OPAC keyword search (two terms) 12.0+ 14.0+
17. OPAC author search (browse) 6.0+ 6.0+
The following remedies shall be used for failure to adequately
maintain acceptable response time performance of the System.
in those cases where the system degrades in performance as
described by the Major Response Time Degradation table, DYNIX
shall automatically have three (3) business days from date of
notification to improve performance of the system to the
acceptable levels. In those cases where the system degrades
in performance as described by the Catastrophic Response time
Degradation table, DYNIX shall automatically have two (2)
business days from date of notification to improve performance
of the system to the acceptable levels. System performance
will, at DYNIX's option and expense may be provided by means
of software corrections or the provision of additional
hardware resources. If, at the end of these remedial
correction periods, DYNIX has not restored performance to the
proper levels, DYNIX shall take the following extraordinary
measures to bring the System into proper performance:
(a) By the conclusion of the following business day
have in route a Hardware Engineer to LIBRARY's site to
remain at LIBRARY's site to provide continuous
attention in resolving the problems which are Equipment
related, and;
(b) By the conclusion of the following business day
have in route a Software Diagnostician to LIBRARY's
site to remain at LIBRARY;s site to provide continuous
assistance in the resolving problems which are Software
related, and;
(c) Assign a System analyst /programmer onsite to
provide continuous assistance in the resolution of
Equipment /Software problems, if not resolved by the-
Equipment Engineer or the Software Diagnostician.
(III) failure to maintain system uptime and availability as
defined by the System Availability Examination. The
LIBRARY recognizes that during normal operation of a
system there will be temporary periods (estimated to be
2% of scheduled uptime) of minor System downtime and,
that after official notification of System downtime
that DYNIX will exercise remedial procedures to correct
these problems. The following procedures are designed
to be used in those cases where the LIBRARY experiences
catastrophic downtime problems.
"Catastrophic Downtime" is defined as those periods of
downtime, within any 60 -day measurement period, where the
result of calculating the System Availability Examination
PAGE 28 -M ROUND ROCK CITY
downtime formula results in the Total Downtime being 25 or
more consecutive business hours.
The following remedies shall be used for failure to adequately
maintain acceptable availability and uptime performance of the
System. In those cases where the system degrades in
performance as defined as Catastrophic downtime, DYNIX shall
automatically have two (2) business days from date of
notification to improve performance of the system to the
acceptable levels. If, at the end of this time period, DYNIX
has not restored performance to the proper level, DYNIX shall
take the following extraordinary measures to bring the System
into proper performance:
1. DYNIX's (appropriate) Manager shall determine within
which department(s) at DYNIX responsibility for the
improper System performance resides and shall
immediately, by the conclusion of the following
business day provide LIBRARY with the name of the
manager of that department, and;
2. The manager shall immediately communicate to buyer,
within that same business day, a plan to be
implemented, including, but not limited to, the
following actions:
(a) By the conclusion of the following business day
have in route a hardware Engineer to LIBRARY'S site
to remain at LIBRARY'S site to provide continuous
attention in resolving the problems which are
Equipment related, and;
(b) By the conclusion of the following business day
have in route a Software Diagnostician to LIBRARY's
site to remain at LIBRARY'S site to provide
continuous assistance in the resolving problems
which are Software related, and;
(c) Assign a System analyst /programmer onsite to
provide continuous assistance in the resolution of,
Equipment /Software problems, if not resolved by the
Hardware Engineer or the Software Diagnostician.
In each of the situations described in this section should
DYNIX, after proper notification of serious degradation in
System performance, not exercise the extraordinary correction
provisions as presented in this Agreement, DYNIX shall
immediately pay to Buyer liquidated damages in this amount of
$1,000.00 per full business day, Starting with the date of
official notification and continuing until the date that the
System is returned to full performance comvliance.
PAGE 29 -M ROUND ROCK CITY
RESOLUTION NO. 9,5
WHEREAS, the City has duly advertised for bids for an
automation system for the Round Rock Public Library, and
WHEREAS, Dynix Incorporated submitted the lowest and best
bid; and
WHEREAS, the Council wishes to accept the bid of Dynix
Incorporated, and to authorize the execution of the necessary
documents, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS
That the bid of Dynix Incorporated is hereby accepted as the
lowest and best bid, and the Mayor is authorized and directed to
enter into an agreement with Dynix Incorporated for the purchase
of an automation system for the Library.
RESOLVED this the 0 2 // day of �!�/ , 1987.
AT TT TE , S , T :
Jenne Land, City Secretary
MIKE ROBINSON, Mayor
City of Round Rock, Texas
. The Round Rock Public Library is recommending to Council acceptance of't.e Dynix
system to handle the basic clerical aspects of the library. The library mailed 11
RFPs, and 2 were picked up from NCR and Burroughs (Unisys/. Five were received, and
one was received late (Unisys). Of the five received, the name of the firm,
equipment type, and costs for hardware and software are listed below:
Dynix: 133,977, Ultimate (PDP -11 type with a faster processor)
CLSI: 134,372, PDP -11 (Excludes the purchase cost of a tape drive)
DRA: 140,900, Microvax I1
Inlex: 150,472, Hewlett - Packard
Carlylel43,585, Specially fabricated
Dynix and lnlex were invited to demonstrate their product. Dynix was invited
because they were the lowest bidder in hardware and software, and Inlex because
maintenance costs were less expensive over a 5 year period. Over a 5 year period,
the Dynix system could cost 97000 more, assuming either stable maintenance costs or
the same rate of increase between the two firms.
CLSI was not selected because a separate computer room was required. The RFP
stated that an office environment would be preferred. Also, the tape drive, which
the other vendors bid, would have added additional costs. Finally, it would have
cost about 92,000 more than what the other vendors could offer in reproducing bar
code labels for the books in the library.
DRA, a system which I had originally preferred due to its sophisticated query
ability, was not chosen due to some concern of the ease of updating from a Microvax
II system to a larger system, as well as, more importantly, the lack of response to
telephone calls by DRA's staff when I wanted to know the contact name and phone
numbers of some of their locations about the same size and circulation as RRPL.
This was the only firm to give a "selected list ". All other firms included a
complete list of sites. Also, as I was calling checking up on Dynix sites, I had
asked why DRA was not chosen. Difficult personalities of the DRA staff, primarily
on the executive level, was indicated by at least 3 Dynix sites. Finally, DRA is
currently involved in a law suit with the Herrington Consortium in the Amarillo
area, Though it is doubtful that DRA is really at fault, it is probably wiser,
considering all the variables, to avoid this firm at this point.
Carlyle was not selected because the cast was so completely off base, and there was
concern about the sole- source nature of the hardware due to its special fabrication.
Inlex was not selected as many aspects of its software were not as sophisticated as
Dynix. The more crucial points include:
*the title of a book being checked out is not shown on the screen -- it is
inevitable that books are going to be mislabeled. There is no check at the
checkout stand.
*there are no see and see also instructions -- this means, that if we use a term
which you may not think of, there is no way we can use the term you may use and
direct you to the proper term. Dynix has a see term, and gets to the see also
by displaying related terms.
Other points include: the lack of a bid bond, which all the other firms included
and was requested, no sample documents or reports (which were sent later), and
various other miscellaneous concerns. Promised for a spring release was a 'reserve"
• function, which we use heavily. However, piece of software was promised for
December, but will not be available until spring. It seems more prudent to purchase
what is already known.
About Dynix:
Dynix is one of the larger automation firms, probably the third or fourth largest,
with CLSI and OCLC being among the largest firms. The Corporation is located in
Provo, Utah, and is owned by the employees. It has 130 libraries using the
hardware, with about BO central sites. It is a 3 year old firm, and is heavy in
staffing in customer support. In talking to the salesperson, the programmers, and
the support staff, there is a real cohesiveness, questions are answered quickly and
consistently, and despite a phenominal growth during the last 6 months, the staff
still responds quickly and courteously. This is very important as the RRPL staff is
mainly clerical, and if they have questions about hardware and software, they need
to feel like there is communication and they are being treated properly.
The software is excellent. The entire staff sat in on both the Dynix and Inlex
demonstrations, and feel that even though the Dynix person truly knew his product
backwards and forwards, the product itself was more sophisticated and would fit the
RRPL needs, and the Round Rock patron's needs, more fully. The response of those
who were not staff members but were visiting librarians or lay people was also more
positive toward the Dynix system.
A final point is that ACC has recently selected Dynix. As ACC is at RRHS, and we
are working with ACC as well, we would begin investigating joint projects,
particularly resource sharing. ACC and RRPL staff are presently on a district
committee investigating "multi- type" projects, crossing school, public, and academic
boundaries.
What will such a system do? Functions which the system will handle include the card
catalog and shelf list, circulation, and overdues. Over 25,000 cards are filed
annually, two days per week are spent in the overdue process, and "morning work"
takes four man hours per day to complete. The system should reduce the 25,000 card
filing of 3 hours per day to virtually nothing, overdues will take about 2 hours per
week, and "morning work -- the filing of the previous day's records -- will take 2
hours. The patron log and filing will be reduced from an average of 12 hours per
week to 6 hours per week, and patrons will no longer need to renew annually, though
addresses will be verified annually or bi- annually. The time it takes to catalog
books (a professional activity) will be reduced from 20 hours per week to 12 hours.
Updating the fine list will be reduced from 3 hours per week to virtually nothing- -
the system handles overdue charges automatically. I expect some long term savings
in an automation system, including slowing the rate of adding staff, and improving
services to the patrons by getting staff out of file drawers and off typewriters and
onto the floor.
However, that does not mean that the only costs incurred will be the cost of the
system. There are annual maintenance fees for software and hardware at $18,000 per
year. However, not all peripherals need to be covered, and after the first year,
probably should not be on a maintenance contract -- printers, monitors, and
keyboards. Maintenance on peripherals are about $8,000 per year.
Other costs are attached. To install the system and maintain the system, we are
comfortably under the bond funds for automation ($200,000).
. As of, today's date (2/20), the casts for the system will be less than the'4133,977
in the bid document as some pieces of hardware which were bid are not needed. This
will change the discount from the vendor.6200,000 has been allocated for the
automation project. Expenditure of funds would be as follows:
133,977: system as bid
- 2,500: they bid 1 more scanner than requested, probably because they use the
scanning device for circulation when the system is down. 3 are not needed.
131,477
- 4,000: printers -- bid requested 4, they responded with 12 printers
127,477
This is the amount for bid, yet the cost may be slightly more than 6127,477
as the bid had a discount factored in. Deleting some hardware will reduce
the discount. But costs will not go beyond the bid of 6133,977.
Other costs to be incurred for this project include:
+ 8,610: For Bibliofile system.
136,087
+ 5.000: For electrical work, wiring, cabling
141,087
+ 600: For line conditioners (if only two are needed)
141,687
+ 800: For telephone company hooking up two data quality lines
142,487
+ 4.000: For supplies, misc.
146,487
+17,000: Already spent for data conversion
163,487
+ 4,000: Item conversion
167,487
+ 1,000: Patron bar code labels
168,487
+ 1,600: Patron card laminating machinery and laminating sleeves
170,087
+ 4.000: Software to handle ongoing item conversion (bibliographic link)
174,087
Plus any other items I have missed
Yearly costs:
Its which will need to he budgeted each year include:
18,000: Maintenance (increases not to exceed 10% or CPI for the year). I recommend
keeping the maintenance on the equipment the first year, and canceling
maintenance on peripheral equipment after the first year if there is little
problem. On the peripherals, Dynix has a policy that states that if the
entire value of the maintenance has not been used, then 60% of the unused
amount may be used toward the purchase of additional equipment, the amount
kept in escrow until equipment is needed.
1,400: Bibliofile updates and software maintenance.
720: Data phone lines (separate billing and numbers). This is an estimate,
3,000: Supplies, mainly in labels and paper -- this is probably high. Will replace
present expenditures on book pockets and card stock.
3,000: Electricity -- once more, an estimate.
Trade -off:
Non-hire of 1 -1/2 clerical level staff due to attrition (also impacted by one
circulation desk after the renovations in the late summer -- we presently have two
circulation desks), this holding true for about a 30,000 increase in circulation.
Getting backlogged donated materials out faster. Presently, new materials are on
the shelf within two weeks but there is a 6 -12 month backlog on donations.
We will try to generate income by selling the old card cabinet (about $4800 retail)
and excess card stock (about $300). One other card cabinet is about $400 retail.
DATE: February 24, 1987
SUBJECT: Council Agenda, February 26, 1987
ITEM: 14A - Consider a resolution authorizing the Mayor
to enter into a contract for the purchase of
an automation system for the Library.
Please see the attached memo of explanation.