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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 r� L�✓ ,) 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.