R-94-09-08-10C - 9/8/1994-c i/ - 09 -od - ioc
PURCHASE AGREEMENT BETWEEN AMERITECH
LIBRARY SERVICES
AND
THE CITY OF ROUND ROCK
November 2, 1994
TABLE OF CONTENTS
Section Bug
1. FURNISHING OF EQUIPMENT AND SOFTWARE 1
2. CONTRACT DOCUMENTS 1
3. DEFINITION OF TERMS 2
4. SITE PREPARATION 2
5. TRANSPORTATION AND INSTALLATION OF EQUIPMENT 3
6. RISK OF LOSS 3
7. DATA CONVERSION 3
8. ACCEPTANCE TESTS 4
9. WARRANTY 4
10. PAYMENT SCHEDULE 5
11. TAXATION 5
12. TITLE 5
13. TRAINING 5
14. DOCUMENTATION 6
15. SOFTWARE LICENSE 6
16. PATENT AND COPYRIGHT PROTECTION 8
17. INDEMNIFICATION AND LIMITATION OF LIABILITY 9
18. INSURANCE 9
19. SYSTEM MODIFICATION 10
20. MAINTENANCE 10
21. LIBRARY RESPONSIBILITIES 11
22. FOREIGN COMPONENT INTERFACE 11
23. ASSIGNMENT 11
24. NO WAIVER 11
25. FORCE MAJEURE 11
26. NOTICES 11
27. PUBLICITY 11
28. SEVERABILITY 12
29. GOVERNING LAW 12
30. NONDISCRIMINATION 12
31. AGREEMENT EXTENSION AND MODIFICATION CLAUSE 12
32. NON - COLLUSION COVENANT 12
33. HEADINGS NOT CONTROLLING 12
34. ENTIRE AGREEMENT 12
RIDERS
A Schedule of Activities R -1
B Equipment List, Prices R -2
C Software List, Prices R -3
D AMERITECH Services and Supplies, Prices R-4
E Supplemental Products, Prices R-8
F Network Products, Prices R -9
G Price Summary R -10
H Payment Schedule and Contract Milestones R -11
I Performance Standards R -12
J Testing Procedures R -16
K Maintenance Agreement R -22
L Taxes R -25
M Source Code Escrow Agreement R -26
N Operating System License R -27
O Executive Summary, Network Products R -28
z
PURCHASE AGREEMENT
This Agreement is made and entered into by and between Dynix, Inc. doing business as Ameritech Library
Services (hereinafter referred to as 'AMERITECH "), having its offices at 400 Dynix Drive, Provo, Utah 84604,
and the City of Round Rock (hereinafter referred to as "THE CITY "), a Texas home rule Municipal Corporation,
having its offices at 221 East Main Street, Round Rock, Texas 78664. The term " AMERITECH" shall refer to
the company, its agents, and its sub- contractors.
RECITALS
WHEREAS, on August 16, 1994, AMERITECH responded to a invitation for bid (the "IFB') dated July 1994,
proposing to provide certain Equipment, Software, Supplemental Products and Network Products, maintenance and
related services to THE CITY, said invitation for bid and AMERITECH Response (the "Proposal ") being on file
in the office of the purchasing agent of THE CITY; and
WHEREAS, THE CITY now desires to contract with AMERITECH to obtain the Equipment, licenses to the
Software, Supplemental Products and Network Products, hardware and software maintenance and other services
described in the Proposal and AMERITECH desires to contract with THE CITY to provide said Equipment, license
to the Software, Supplemental Products and Network Products, hardware and software maintenance and the services
described in the proposal;
NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained herein, the
parties hereto hereby agree as follows:
1. FURNISHING OF EQUIPMENT AND SOFTWARE
Subject to the terms and conditions set forth herein, AMERITECH agrees to provide at locations specified
by THE CITY, and THE CITY hereby agrees to purchase:
A. the Equipment listed on Rider B hereto (collectively the "Equipment') at the price listed on Rider B.
B. 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.
C. the AMERITECH services listed on Rider D at the prices specified on Rider D.
D. the Supplemental Products at the prices specified on Rider E.
E. the Network Products at the prices specified on Rider F.
F. the maintenance service revisions listed in Rider K according to the payment schedule set out in
Exhibits A and B of Rider K.
2. CONTRACT DOCUMENTS
The contract documents are:
A. CITY's Invitation for Bid dated July 1994; (the IFS");
B. Proposal Prepared by AMERITECH, Inc. - dated August 16, 1994; (the 'Proposal');
C. This Agreement, including the following Riders attached hereto:
Rider A.
Rider B.
Rider C.
Rider D.
Rider E.
Schedule of Activities
Equipment List, Prices
Software List, Prices
AMERITECH Services and Supplies, Prices
Supplemental Products, Prices
Rider F. Network Products, Prices
Rider G. Price Summary
Rider H. Payment Schedule and Contract Milestones
Rider I. Performance Standards
Rider J. Testing Procedures
Rider K. Maintenance Agreement
Rider L. Taxes
Rider M. Source Code Escrow Agreement
Rider N. Operating System License
Rider O. Executive Summary, Network Products
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 Proposal
3. The IFB
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 under this agreement and
maintained by AMERITECH which are acquired to operate as an integrated group.
C. Licensed Software (or 'Software'): Each software product listed in Rider C, including
machine - readable object code (not source code) for such product, any user documentation for such
product, and any other related materials which are furnished to THE CITY by AMERITECH 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.
E. Supplemental Products: Those products, listed on Rider E, acquired to operate in conjunction with
the System.
F. Network Products: Each telecommunications or data communications product specified in Rider F and
described in Rider O.
4. SITE PREPARATION
AMERITECH will provide site specifications for all Equipment set forth in Rider B.
THE CITY will, at its own expense, prepare the site or sites for installation of Equipment to comply with
the requirements set forth in the AMERITECH Preinstall Guide for Conversions furnished by AMERITECH.
Prior to commencing installation, AMERITECH shall inspect the computer site and provide a written report
certifying compliance with the requests or indicating any deficiencies in the site.
THE CITY OF ROUND ROCK - PAGE 2
November 2, 1994
THE CITY ackmowledges that AMERITECH must carefully coordinate the schedules, its people, and other
resources to successfully meet the installation of its clients. THE CITY further acknowledges that significant
delays in the schedule adversely affect AMERITECH and may cause unrecoverable costs and expenses.
5. TRANSPORTATION AND INSTALLATION OF EQUIPMENT
A. TRANSPORTATION
1. Upon written notification by THE CITY that the site(s) have been or shall, by a specified date,
be prepared for installation, AMERITECH shall arrange for transportation of Equipment to the
site(s).
2. Shipments by the parties to and from the installation site(s) shall be made by commercial carrier
and /or by vehicle properly constructed for shipment of electronic and computer Equipment.
3. All computer room Equipment shall be delivered as "inside deliveries" to the installation site.
4. Equipment shall be preserved, packed and marked in accordance with standard shipping
practices.
5. THE CITY shall receive all shipments from vendor and care for the same in a prudent manner
until vendor arranges for its installation.
B. INSTALLATION
6. RISK OF LOSS
1. AMERITECH shall furnish all necessary labor, materials, and other services listed on Rider D,
Schedule 3 required to accomplish installation at the sites specified in Rider D, Schedule 3.
THE CITY shall make all the necessary arrangements to allow AMERITECH personnel
sufficient work space and access to the installation locations during normal business hours or
at such other times as may be mutually agreed upon.
2. When the System has passed the Hardware Functionality Test, AMERITECH shall certify to
THE CITY that the installation is complete.
AMERITECH is responsible for all risks of loss or damage to Equipment, Supplemental Products or
Network Products furnished under this Agreement until delivery is made inside THE CITY premises.
Thereafter THE CITY will be responsible for risks of loss or damage, except for loss or damage caused by
AMERITECH in the process of installation.
7. DATA CONVERSION
AMERITECH will load THE CITY data as outlined in Rider D Schedule 4.
THE CITY OF ROUND ROCK - PAGE 3
November 2, 1994
S. ACCEPTANCE TESTS
A. HARDWARE FUNCTIONALITY TEST
The purpose of the Hardware Functionality Test is to ascertain that the equipment listed on Rider B
as installed is operational. The test will be performed as set forth in Rider J, Schedule 1.
B. MODULE FUNCTIONALITY TEST(S) - (FOR NEW MODULES ONLY)
The purpose of the Module Functionality Test is to verify that the required functions of the Software
or Supplemental Products have been delivered. The test will be performed as set forth in Rider J,
Schedule 2.
C. CONVERSION TEST
9. WARRANTY
The purpose of the Conversion Test is to demonstrate and verify that THE CITY's data files are
properly loaded. This test will be performed upon the Ist day of online operation on the new system.
The test will be performed as set forth in Rider 1, Schedule 3.
A. PERFORMANCE LEVELS
AMERITECH warrants that the System provided pursuant to this Agreement will meet or exceed the
performance standards specified in Rider I at the activity levels and data storage capacity levels
described therein. In the event that the System fails to perform at the levels specified any time within
five years after the installation of the System, AMERITECH will provide at no additional cost to THE
CITY additional hardware and software necessary to bring the System into compliance with these
requirements. The Full Load Test described in Rider I shall be used to determine whether the System
meets the performance standards.
B. OTHER WARRANTIES
1. AMERITECH warrants that AMERITECH has the right to license the Software and to sell the
Equipment, Supplemental Products and Network Products which are described in Riders B, C,
E and F of this Agreement.
2. AMERTTECH warrants that THE CITY shall acquire good and clear title to the Equipment,
Supplemental Products, and Network Products purchased hereunder, free and clear of all liens
and encumbrances.
3. AMERITECH warrants that the Equipment, Software and Supplemental Products delivered will
comply with the functions defined by this Agreement.
4. AMERITECH warrants that all of the Equipment described in Rider B will be delivered new
and not as ' used' Equipment unless the fact that Equipment has been used has been disclosed
and approved by THE CITY.
The warranties specified in paragraphs 9.A. and B. above do not cover damage, defect, malfunctions
or failure caused by: (i) failure by THE CITY to follow AMERTTECH's and the manufacturer's
installation, operation, or maintenance instructions or its failure to fulfill its obligations under this
Agreement, (ii) THE CITY's modification or relocation of the System, (iii) THE CITY's abuse,
misuse or negligent acts, (iv) power failure or surges, lightning, fire, flood, accident, actions of third
THE CITY OF ROUND ROCK - PAGE 4
November 2, 1994
10. PAYMENT SCHEDULE
VI
parties and other events (including those described in paragraph 25) outside AMERITECH' s reasonable
control, and (v) improper operating environment for the System, including insufficient electrical and
telecommunications connections.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
WARRANTIES OF ANY TYPE WHETHER EXPRESSED OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
A. Payment is due upon invoice for successful completion of contract milestones and acceptance tests.
Payment is calculated as a percentage of the total of the system price as listed in Rider G except as
noted in paragraph C below. Payment percentages and corresponding milestones are detailed in Rider
H.
B. Invoices shall be submitted to THE CITY at the address contained in the first paragraph of this
Agreement.
C. In the event that AMERITECH, per instructions from THE CITY that the sites are ready for
installation, delivers Equipment to the site(s) and due to delays by THE CITY or its agents the
installation may not proceed within fourteen (14) days of the date specified in 5.A.(1), the following
amount shall be due and payable to AMERITECH: (1) the contract amount for such Equipment
delivered; (2) shipping and transportation charges for same; and (3) any applicable taxes.
AMERITECH shall submit an invoice for the above amount along with a new payment schedule
showing the immediate subsequent milestone payments reduced by the amount of the invoice.
11. TAXATION
THE CITY represents that it is subject to taxation only as set forth in Rider L. THE CITY agrees to
indemnify AMERITECH for all taxes which AMERITECH may be required to pay which AMERITECH
would normally be required to collect and pay which do not appear in Rider L or have not been paid by THE
CITY, together with any legal fees, penalties, interest and/or other charges which may be incurred by
AMERITECH in relation to the assessment and payment of taxes not listed in Rider L.
12. TITLE
Title to the Equipment shall pass from AMERITECH to THE CITY upon successful completion of the
Hardware Functionality Test described in Rider J and payment of the associated invoice from Rider H.
13. TRAINING
AMERITECH will provide training sessions on the operation and use of the System for THE CITY's
personnel as set forth in Rider D, Schedule 2 at times to be agreed upon by AMERITECH and THE CITY.
AMERITECH agrees to provide at AMERITECH's then published rates periodic review sessions and
training then being offered. Any additional training requested as a result of hardware and/or software
upgrade to the System purchased under this Agreement will be provided as agreed upon by AMERITECH
and THE CITY.
THE CITY OF ROUND ROCK - PAGE 5
November 2, 1994
14. DOCUMENTATION
AMERITECH shall provide system documentation and training manuals in various formats for the operation
and maintenance of the System. Such documentation shall include:
A. AMERITECH produced documentation, users manuals, training materials and subscriptions for new
modules on Rider C.
B. Appropriate user documentation for all peripherals supplied by AMERITECH under this Agreement,
including at least one copy per site of each of the manuals for each type of equipment installed at that
site, to arrive with the peripherals.
C. One set of documentation for the computer that describes such activities as system boots, file saves,
tape loading, and proper handling of the hardware. Said documentation will arrive with the CPU.
THE CITY may photocopy or otherwise reproduce AMERITECH copyrighted documentation and training
materials for training or other internal uses provided that AMERITECH's statement of copyright be included
on each copy.
15. SOFTWARE LICENSE
A. GENERAL
Subject to the terms and conditions hereinafter set forth, AMERITECH hereby grants to THE CITY
a nontransferable, nonexclusive and royalty-free license (the - License') to use the Licensed Software
solely in the conduct of the business of THE CITY on the specific computer or computers listed in
Rider B and for the number of Users specified in Rider C. Licensed Software will be provided by
AMERITECH to THE CITY pursuant to the terms of this Agreement, only in machine - readable object
code. THE CITY aclmowledges 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 rights of ownership in the Licensed Software which rights shall remain exclusively
with AMERITECH. The term of License shall commence upon delivery of the first module of
Licensed Software and shall remain in force as long as THE CITY is in compliance with all the
provisions of the Agreement.
B. PAYMENT OF LICENSE FEE
THE CITY agrees to pay AMERITECH 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 duplicated by THE CITY except that THE CITY may make copies of the machine - readable portion
thereof for normal security backup purposes, provided that THE CITY properly reproduces on each
such copy all notices of AMERITECH's patent, copyright, trademark, or trade secret rights.
D. TITLE TO SOFTWARE
AMERITECH retains ownership of all Licensed Software and related documentation.
THE CITY OF ROUND ROCK - PAGE 6
November 2. 1994
Within thirty (30) days from the date of THE CITY's discontinuance of the use of any portion of the
Licensed Software licensed hereunder, THE CITY shall furnish AMERITECH with written notice
certifying that through its best efforts and to 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 destroyed or returned as follows:
1. All documents relating to such discontinued portion of the Licensed Software shall be returned
to AMERITECH; and
2. The originals and all copies of any machine - readable materials containing all or any portion of
the discontinued Licensed Software shall be destroyed or purged so as to totally remove from
such machine - readable materials all codes relating to the discontinued portion of the Licensed
Software.
E. MATERIALS DEVELOPED BY AMERITECH OR THE CITY
THE CITY agrees that all training and procedural materials developed by AMERITECH in
conjunction with the Licensed Software or Supplemental Products shall be the property of
AMERITECH. THE CITY further agrees that additions and supplements to the Licensed Software
or Supplemental Products which may be developed for THE CITY through the reimbursed or
unreimbursed efforts of AMERITECH employees or agents shall be the exclusive property of
AMERITECH. All software developed by THE C1TY acting without AMERITECH shall be the
exclusive property of THE CITY.
F. PROPRIETARY RIGHTS
AMERITECH retains for itself, and THE CITY acknowledges that AMERITECH so retains, all
proprietary rights in and to all designs, engineering details, and other software pertaining to the
System, and any and all such Systems. The Licensed Software and the configuration of the Equipment
shall be deemed to be the trade secrets of AMERITECH. THE CITY shall not reverse assemble,
reverse compile or translate any portion of the licensed Software.
G. PROTECTION OF PROPRIETARY INFORMATION
To the extent allowed by the Texas Open Records Act, THE CITY recognizes and agrees that all
Software and updates of Licensed Software which are provided to THE CITY:
1. are considered by AMERITECH to be trade secrets of AMERITECH;
2. are furnished by AMERITECH to THE CITY in confidence; and
3. contain proprietary and confidential information.
AMERITECH'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 AMERITECH.
To the extent allowed by the Texas Open Records Act, THE C1TY agrees to hold all such Licensed
Software and updates and enhancements 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 consistent
with general accepted standards in the data processing industry 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
THE CrrY OF ROUND ROCK - PAGE 7
November 2, 1994
employees who need to use such information in accordance with this Software License. THE CITY
agrees to take appropriate action by instruction, agreement and otherwise with its employees to inform
them of the trade secret, proprietary, and confidential nature of the Licensed Software and the updates
and enhancements disclosed to THE CITY under this Agreement, and to obtain their compliance with
the terms hereof. The obligations of this paragraph will survive the termination of this Agreement.
H. ACCESS TO SOURCE CODE
Copies of the Licensed Software in machine - readable source code along with necessary documentation
for installing, maintaining or modifying the Licensed Software have been deposited with Data
Securities International, Inc., of San Diego, California, under a Deposit Agreement ( "Escrow
Agreement') as set forth in Rider M. AMERITECH shall maintain in good force for the duration of
this Agreement an Escrow Agreement and will not cancel or modify said Escrow Agreement without
thirty days notice to THE CITY. As a Registered Licensee THE CITY shall be entitled to access the
materials in escrow if it is covered at the time of request by software maintenance and according to
the terms of the Escrow Agreement essential services cannot be made available to THE CITY by
AMERITECH. The Software Users' Group is, for purposes of the Deposit Agreement Article 2, a
Registered Licensee through which THE CITY, as a users' group member in good standing, shall be
able to make request for the materials in escrow. By paying an annual fee to become a Registered
Licensee, THE CITY becomes eligible to request escrow materials independently of the Software
Users' Group under the conditions described in the Escrow Agreement.
I. OWNERSHIP OF DATA
THE CITY retains for itself, and AMERITECH acknowledges that THE CITY so retains, ownership
and rights of ownership to all bibliographic, authority, item, patron, and associated transaction records
entered into the database or created by the System. AMERITECH shall not, without THE CITY's
written consent, copy or use such records, except to carry out contracted work, and will not transfer
such records to any other party not involved in the performance of this Agreement. THE CITY shall
have the right, without the consent of AMERITECH, to extract as THE CITY'a property such data
using system utilities and at no cost to THE CITY.
16. PATENT AND COPYRIGHT PROTECTION
AMERITECH will: (1) assume the defense of any suit brought against THE CITY for infringement of any
United States patent or copyright to the extent it is based upon the Equipment or Licensed Software under
this Agreement; (2) defray the expense of such defense; and (3) indemnify THE CITY against any monetary
damages and/or costs including attorney's fees in such suit; provided that: (1) AMERITECH 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) the liability claimed shall have arisen solely because of AMERITECH's selection
as to the design or composition of the Licensed Software or the Equipment, and that the Licensed Software
or the Equipment is used by THE CITY in the form, state or condition as delivered by AMERITECH; (3)
that THE CITY shall have substantially performed all of its obligations under this Agreement; and (4) that
THE CITY piovides AMERITECH with written notice of any claim with respect to which THE CITY
asserts that AMERITECH assumes responsibility under this Article within 10 days of receipt of notice of
such a claim by THE CITY.
Should any Equipment or Licensed Software which has not incurred any unauthorized modifications or
combinations become, or in AMERITECH's opinion likely become, the subject of a claim of infringement,
then THE CITY shall permit AMERITECH, at AMERITECH's option and expense, either to: (i) procure
for THE CITY the right to continue using the Equipment and Licensed Software, or (ii) replace or modify
the Equipment or Licensed Software so that it becomes non - infringing and functionally equivalent, or upon
failure of (i) and (ii), despite the reasonable efforts of AMERITECH (iii) buy back the Equipment or
THE CITY OF ROUND ROCK - PAGE 8
November 2, 1994
Licensed Software at THE CITY's net book value plus the full increase in cost to purchase from another
vendor, if any.
THIS ARTICLE STATES THE ENTIRE LIABILITY OF AMERITECH FOR PATENT OR COPYRIGHT
INFRINGEMENT BY THE LICENSED SOFTWARE OR THE EQUIPMENT OR ANY PORTIONS
THEREOF.
17. INDEMNIFICATION AND LIMITATION OF LIABILITY
AMERITECH shall assume the defense of, and indenmify and save harmless, THE CITY, its officers and
employees from and against all damages and liability resulting directly from gross negligence or willful
misconduct of AMERITECH in the performance of this Agreement.
AMERITECH shall effect the repair or replacement of the system or correct the performance of its services
in accordance with Section 9, and this shall constitute its and its suppliers' sole liability for any failure or
defects of such system or services;
AMERITECH's and its suppliers' liability on any claims for damages, losses or expenses arising out of this
agreement except as provided in Section 16, Rider I, the preceding paragraph, or for personal injury and
damage to tangible personal property claims, shall be limited to direct damages and shall not exceed the
system purchase price;
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER
AMERITECH, ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, ANY OF ITS
PARENT CORPORATIONS AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS, NOR AMERITECH SUPPLIERS, INCLUDING THEIR
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS NOR THEIR SUBSIDIARIES, SHALL BE
LIABLE TO OR THROUGH THE CITY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST
REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN
CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER THIS
AGREEMENT AND ANY AMENDMENTS THERETO, OR THE PROVISION, USE OR
OPERATION OF THE SYSTEM OR SERVICES PROVIDED OR SOLD HEREUNDER,
REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE
FORESEEABLE;
THIS SECTION 17 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.
18. INSURANCE
During the performance of this Agreement, AMERITECH will maintain in full force and effect the following
insurance coverage:
A. Worker's Compensation
Full Worker's Compensation in full compliance with applicable state statutes.
B. General Liability Insurance
AMERITECH shall provide sufficient broad coverage to include:
THE CITY OF ROUND ROCK - PAGE 9
November 2, 1994
General Liability Insurance
Personal Injury Liability
The amount of the policy shall be no less than S1,000,000 Single Limit per occurrence, issued by an
insurer licensed to do business within the State of Texas.
AMERITECH will have a Certificate of Insurance completed and filed with the City Manager of 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 to THE CITY prior to the effective date of such
cancellation or change in coverage.
19. SYSTEM MODIFICATION
A. LIBRARY PARAMETERS
The System allows authorized library staff to change most parameters without programmer
intervention. These parameters may be modified by THE CITY without consulting AMERITECH at
any time. Library parameters include circulation rules, statistical category definitions, library hours,
passwords, and so on. The complete list is contained in the System Administrators Manual.
B. SOFTWARE ENHANCEMENTS AND NEW RELEASES
AMERITECH may provide, from time to time as part of the Maintenance Agreement, modifications'
of the construction and/or design of the Equipment and/or the Licensed Software. Should
AMERITECH 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, AMERITECH will provide THE CITY the necessary
installation software and THE CITY shall be able to install the said modifications at their convenience.
AMERITECH personnel will be available during normal business hours for consultation should THE
CITY encounter difficulty installing the modifications. In the event that AMERITECH provides such
modifications to THE CITY, AMERITECH 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 AMERITECH 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.
20. MAINTENANCE
AMERITECH and THE CITY hereby enter into an agreement for maintenance of the System described in
the Maintenance Agreement attached hereto as Rider K for corrective, remedial, and preventive maintenance
for Central Site Hardware, Software, Supplemental Products and Network Products.
THE CITY OF ROUND ROCK - PAGE 10
November 2, 1994
21. LIBRARY RESPONSIBILITIES
THE CITY will provide adequate and timely support or information with regard to its administrative,
operational and management procedures, and any data necxccary to effectively complete installation or
implementation of the System. Once the installation has been completed, THE CITY will manage and
operate the System.
22. FOREIGN COMPONENT INTERFACE
THE CITY is hereby authorized to attach to the System equipment supplied by a vendor other than
AMERITECH, provided said equipment consists of peripheral devices which will not adversely affect the
operation and performance of the System and AMERITECH is notified in writing of such equipment. If
requested, AMERITECH will consult with THE CITY at AMERITECH's then effective rates regarding the
compatibility and installation of the proposed equipment with the System.
23. ASSIGNMENT
No assignment of this Agreement or any right or interest herein by either party shall be effective unless the
other party shall fast give its written consent to such assignment which shall not be unreasonably withheld.
The performance of the Agreement by AMERITECH is the essence of this Agreement. Notwithstanding,
AMERITECH may, without THE CITY's consent, assign this Agreement to an affiliate or subsidiary of
AMERITECH or its parent corporation, or assign its rights to receive payments hereunder, but THE CITY
shall be notified of any such action within thirty (30) days.
24. NO WAIVER
No waiver of any breach of any term or condition of this Agreement shall be construed to waive any
subsequent breach of the same or any other term or condition of this Agreement.
25. FORCE MAJEURE
The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not
be liable for delays resulting from force majeure or other causes beyond their reasonable control, including,
but not limited to, compliance with any Govemmeat law or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, transportation problems and/or any other cause whatsoever
beyond the reasonable control of the patties.
26. NOTICES
All notices given hereunder will be sent registered, certified or overnight delivery, addressed to the other
party at the addressee shown in the first paragraph of this Agreement or such other address as either party
may specify in writing.
27. PUBLICITY
AMERITECH agrees to submit to THE CITY all press releases, advertising, sales promotions, and other
publicity matters related to any product furnished by AMERITECH to THE CITY wherein THE CITY's
name is mentioned, excluding the AMERITECH customer list and newsletter. AMERITECH shall not
THE CITY OF ROUND ROCK - PAGE 11
November 2, 1994
publish nor knowingly permit to be published any such material without the prior written consent of THE
CITY.
28. SEVERABILITY
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
29. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Texas.
30. NONDISCRIMINATION
Neither AMERITECH, nor any officer, agent, employee, servant or subcontractor of AMERITECH 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 disability unrelated to job performance, either directly, indirectly
or through contractual or other arrangements.
31. 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.
32. NON - COLLUSION COVENANT
AMERITECH 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. AMERITECH 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.
33. 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.
34. 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 particular, this Agreement supersedes
all obligations which AMERITECH has or THE CITY believes AMERITECH may have under an earlier
Agreement dated March 21, 1987 whereby AMERITECH delivered similar software and services.
THE CrrY OF ROUND ROCK - PAGE 12
November 2, 1994
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.
WITNESSES:
Joanne Land. City Secretary
DYNIX, INC. dba
AMERTTE LIBRARY SERVI�
'/
By: c ._i -
I
Its: Vice President
Date: /Z /S
THE ' O
By:
Charles Cul
Its: Manor
Date: /1 /D 9z/
OCR, TEXAS
THE CITY OF ROUND ROCK - PAGE 13
November 2, 1994
Date to Finish
Party
Responsible
RIDER A
SCHEDULE OF ACTIVITIES*
Tasks
0 days JOINT Contract execution
AMERITECH Certificate of insurance
THE C1TY Prepare purchase order for equipment
THE CITY Prepare purchase order for supplies
THE CITY Schedule delivery to AMERITECH of sample data
AMERITECH Provide preinstallation packet for conversions
AMERITECH Provide site specifications
THE CITY Plan Central Site modifications as needed
AMERITECH Approve site preparation plans
THE CITY Begin site preparation
THE CITY Complete site preparation
AMERITECH Deliver equipment
Signing + 90 days AMERITECH Install equipment
AMERITECH Hardware Functionality Test
AMERITECH Certify installation complete with installation invoice
AMERITECH Load software
Signing + 120 days AMERITECH Load or convert data files
JOINT Train on system operations & troubleshooting
JOINT Conversion Test
JOINT Begin Module Functionality Test (new modules only)
*Upon contract execution, THE CITY and AMERITECH will have fourteen (14) days to draft a preliminary
Schedule of Activities which will be met by AMERITECH if THE CITY meets its contractual obligations. The
final schedule will be at orientation.
THE CrrY OF ROUND ROCK - PAGE R -1
November 2, 1994
RIDER B
EOUIPMENT
TOTAL
OTY COMPONENT UNIT PRICE
CENTRAL SITE HARDWARE 49152
1 IBM RS /6000 Model 250 POWERserver 7,695 7,695
Includes:
66MHz PowerPC 601 Processor
16MB Memory
1GB SCSI -2 Disk Drive
8 Port Async Adapter with Multiport Cable
2 Micro Channel Expansion Slots
Integrated SCSI -2 Controller
Intergrated Ethernet Controller
2 Serial Ports, 1 Parrallel Port
1 Upgrade to 64MB Memory (4X16MB) 4,580 4,580
1 Upgrade to 2.0 GB SCSI -2 Disk Drive 1,700 1,700
1 3.5' Floppy Disk Drive 325 325
1 External 5.OGB, 8MM Tape Drive 5,895 - 5,895
1 OTC 8MM Transfer Charge 425 425
1 AIX v3.2 1 -2 User License 1,300 1,300
1 ADC v3.2 3 -8 User License 1,500 1,500
1 AIX v3.2 9 -16 User License 1,600 1,600
1 ADC v3.2 17 -32 User License 2,400 2,400
SUBTOTAL - Central Site Hardware $27,420
Hardware Discount -6,909
SUBTOTAL - Central Site Hardware $20,511
DYNIX CENTRAL SITE HARDWARE
2 Terminal Server (16 port) 10base -T 2,195 4,390
1 Terminal Server Software 195 • 195
1 MinHub (8 Ports) 389 389
1 Ethernet Transceiver 140 140
46 Cables and Connectors 9 414
23 UniVerse License (per port) 475 10,925
TOTAL - Dynix Central Site Hardware $16,453
TOTAL - Equipment $36,964
THE CITY OF ROUND ROCK - PAGE R -2
November 2, 1994
RIDER C
SOFTWARE
TOTAL
OTY MODULE PRICE
SOFTWARE
1 Cataloging w/ Authority Control 10,000
1 Circulation w/ Inventory 8,000
1 PAC Plus 12,000
1 Report Generator N/C
1 Electronic Mail N/C
20 Dynix Application User License 9,000
SUBTOTAL - Software Core Modules $39,000
Less Existing Client Software Credit: - 21,000
TOTAL - Software Core Modules $18,000
THE CITY OF ROUND ROCK - PAGE R -3
November 2, 1994
RIDER D
Schedule 1
AMERITECH SERVICES AND SUPPLIES PRICES
TOTAL
SERVICES AND SUPPLIES CHARGE
SUPPLIES
10 8 MM Data Cartridge 200
SUBTOTAL - Supplies $200
SERVICES
1 Platform Migration and Training 6,500
1 1/2" Tape Drive Rental 1,000
1 Systems Integration Services 1 -32 Users 12,000
1 System Shipping and Jncrnllation 1,930
SUBTOTAL - Services $21,430
TOTAL - Supplies & Services: $21,630
THE CITY OF ROUND ROCK - PAGE R-4
November 2, 1994
TOPIC
System Operation/Troubleshooting
RIDER D
Schedule 2
TRAINING SERVICES DETAIL*
- Charges noted on Rider 1), Schedule 1 include all travel- related expenses.
# DAYS TRIP
.5 Installation
THE CITY OF ROUND ROCK - PAGE R -5
November 2, t994
DESCRIPTION
Transfer user accounts as follows:
1 Cataloging
J. Circulation
J PAC Plus
_ Acquisitions
Serials
1 Bibliographic Interface
Installation of new user accounts as follows:
_ Cataloging
Circulation
PAC Plus
Upgrade Public Access to PAC Plus
J. Community Resource Files
_ Media Scheduling
Journal Citation
_ Reserve Book Room
Serials
_ Acquisitions
_ Bibliographic Interface
CPU Gateways
RIDER D
Schedule 3
INSTALLATION SERVICES DETAIL
Onsite installation of computer listed on Rider B by AMERITECH subcontractor for maintenance.
Installation of software modules specified in Rider C by AMERITECH.
THE CITY OF ROUND ROCK - PAGE R-6
November 2, 1994
Conversion Data
RIDER D
Schedule 4
DATA LOAD
- AMERITECH will convert all library data files including: Bibliographic, Holdings, Patron records, transactions,
PURF, holds, track and all current indexes.
Tape Drive Rental
- AMERTTECH will supply a 1/2 inch tape drive during the conversion process to facilitate the transfer of THE
CITY'S AMERITECH data files from the old CPU to the new machine.
THE CITY OF ROUND ROCK - PAGE R -7
November 2, 1994
RIDER E
SUPPLEMENTAL PRODUCTS, PRICES
TOTAL ANNUAL
QI MODULE PRICE MAINT.
1 Community Resources 5,000 500
1 Telxon 256KB Portable Backup (v10.3) Existing 252
TOTAL: $5,000 $752
THE CrrY OF ROUND ROCK - PAGE R -8
November 2, 1994
OTY EQUIPMENT
RIDER F
NETWORK PRODUCTS. PRICES
NOT APPLICABLE
TOTAL ANNUAL
PRICE MAINT.
THE CICY OF ROUND ROCK - PAGE R -9
November 2, 1994
RIDER G
PRICE SUMMARY
RIDER ITEM PRICE
B Equipment 36,964
C Software 18,000
D Services and Supplies 21,630
E Supplemental Products 5,000
F Network Products N/A
TOTAL: $81,594
Less SIS Discount: -4,312
Less Q3 '94 Incentive -5,118
GRAND TOTAL: $72,164
THE CrFY OF ROUND ROCK - PAGE R -10
November 2, 1994
RIDER H
PAYMENT SCHEDULE AND CONTRACT MILESTONES
EVENT % PAYMENT AMOUNT
Delivery of Equipment 15 % 10,825
Completion of Hardware Functionality Test 60 % 43,298
Completion of Conversion Test 25 % 18,041
TOTAL: 100 % $72,164
THE CITY OF ROUND ROCK - PAGE R -11
November 2, 1994
Table I -1: System Configuration
System : IBM RS /6000 Model 250 POWERserver
Processor : 66 MHz PowerPC 601 Processor
Memory : 64 MB
# users : 23
Disk Storage : 2.0 GB
OS Release . ADC v3.2
AMERITECH Release : 140
Table I -2: Database Capacity
The above configured System shall have the capacity of storing the data files below with their companion
transaction files as follows:
Bibliographic File
Holdings File
Patron File
Annual Circulation
Annual Serials
PERFORMANCE STANDARDS
# Records
87,000
106,500
28,000
270,000
150
RIDER I
Journal Citation and Community Resource Files are excluded from Database Capacity (1 -2), Transaction Throughput
Capacity (I -3) and Response Time (I -4) warranties.
THE CITY OF ROUND ROCK - PAGE R-12
November 2, 1994
Table I -3: Transaction Throughput Capacity
The above configured System shall have the capacity of proracsing the following numbers of transactions within
the response times given in Table I-4.
N of Transactions
Annual Normal/Hr Peak/Hr
Circulation 270,000 90 270
Updates -Patron 14,000 5 14
Updates -Bib 8,700 3 9
Updates - Holdings 10,650 4 11
Annual Serials 1,500 1 2
Table I -4: Response Time Table
NORMAL LOAD PEAK LOAD
Average Average
Tvpe of Transaction Response in seconds Response in Seconds
Checkout <2 3
Renewal <2 3
Checkin <2 3
Fines processing 2 5
Bib file update 3 5
Holding file update 3 5
Patron file update 3 5
Holds placed 2 4
Searches
Key lookup <2 3
(bib #, barcode, etc.)
Indirect 2 4
(LCCN, ISBN, OCLC, etc.)
Authority type searches 3 5
(author, subject, call #, etc.)
Keyword/Boolean 5 8
(title, etc.)
Acquisitions Ordering 5 8
Serials Checkin 5 8
THE CITY OF ROUND ROCK - PAGE R -13
November 2, 1994
(1) The Response Time Test is intended to demonstrate that the System is capable of meeting the performance
standards as defined in the Agreement, at user terminals under full-load conditions.
(2) A Response Time Test may be requested by THE CITY anytime within five (5) years of the completion
of the Hardware Functionality Test as a meets of verifying the performance standards. The specific date
shall be mutually arranged between THE CITY and AMERITECH, but in no case shall the Test be
scheduled later than forty-five (45) days following the receipt of written request for the test.
The Response Time Test will be performed with terminals allocated as normal library processes would
dictate or to specific functions as mutually agreed upon at the time of the test.
(4) System load defines the number of transactions being processed during a given time period. Average
response time under Normal and Peak loads will vary as shown in Table I - 4 Response Time Table.
Normal Load is defined as the load on the System when processing transactions up to the level specified
in Table I -3. The Normal Load is computed by dividing the annual transactions by the number of
operational hours.
Peak Load is defined as the load on the System when processing transactions at rates above Normal Load
up to the level shown in Table I -3 for Peak Load.
The test may be performed for normal and/or peak load conditions. The transaction load on the system
may be achieved by actual library activities or scripting transactions at a rate to simulate either load level.
(6) THE CITY shall provide terminal operators and people acting as data recorders. The operators shall
perform the terminal functions and tally the number of transactions completed. The recorders will clock
and record the response times for each transaction at selected terminals.
Each test shall last for at least 30 minutes. No test shall be deemed valid unless a minimum of 50 timings
were performed at the selected terminals for each type of transaction.
Both AMERITECH and THE CITY may provide inspectors to verify the accuracy of the activities of the
operators and the recorders.
(9) Prior to the commencement of the test, AMERITECH shall provide, with the assistance of THE CITY
personnel, such training as shall be necessary for the terminal operators and the recorders to perform the
activities herein described.
(3)
(5)
(
(
Response Time Test Procedures
(10) Response time shall be the interval of time between the moment when the operator at a terminal completes
the input of a command or data by pushing the < return > key or by completing a label scan, as
applicable, and the commencement of meaningful response from the terminal indicating either the result
of the transaction or the readiness of the terminal to accept further data or the next transaction.
(11) All records and logs made during the test shall be available for inspection by representatives of
AMERITECH and THE CITY during and after the test. At the end of the test, all the records and logs
are to be collected.
(12) The response times for each type of function shall be computed separately. Transactions with multiple
steps shall include timings for each step.* The average response time is computed by summing the
response times for all steps for a given type of transaction and dividing the total by the number of timings.
THE CrrY OF ROUND ROCK - PAGE R -14
November 2. 1994
(13) The Response Time Test shall be successful if (1) the stated transaction throughput is achieved; (2) all
transactions complete (i.e. —no hung terminals); and (3) the "normal " and "peak" response time averages
for each function do not exceed those stated in Table I-4 Response Time Table for the appropriate Toad
levels.
(14) AMERITECH shall bear its own expenses for the performance of a warrantee Response Time Test if the
test is unsuccessful. In the event THE CITY requests a Response Time Test and the test pawns, THE
CITY shall pay AMERI TECH's expenses.
*Each search shall consist of the following steps: (1) select search option, (2) enter request, (3) review
summary screen (if any), (4) review full bibliographic display, and (5) review holdings /status displays.
Boolean keyword searches shall exclude the top one percent most frequently occurring words in the file.
Any and all "stop words" will be included in the top one percent.
THE CITY OF ROUND ROCK - PAGE R -I5
November 2, 1994
PURPOSE:
The purpose of the Hardware Functionality Test is to ascertain that the Equipment supplied by AMERITECH is
installed and operational.
TMING:
The Hardware Functionality Test will be performed by the AMERITECH installer immediately after successful
installation of sufficient Equipment to load THE CITY's data and commence initial on -site training.
PERFORMED BY:
AMERITECH personnel with observers from THE CITY.
TEST METHODOLOGY:
This examination shall include, but not be limited to the following tests as applicable for Equipment supplied by
AMERITECH then installed:
(a) Central Pro'PSsing 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) Terminal unit(s) diagnostic test
(t)
(g )
Printer unit(s) diagnostic test
Telecommunications unit(s) diagnostic test
RIDER J
Schedule 1
HARDWARE FUNCTIONALITY TEST
(h) Power loss/failure test
ACCEPTANCE:
The Equipment will be accepted and THE CITY obligated to pay invoices as per Rider H when all of the above tests
are successfully completed.
REMEDIES:
In the event AMERITECH is unable to pass the Hardware Functionality Test within forty-five (45) days of first
attempting the test, THE CITY may, at its option:
(1) grant AMERITECH further time to resolve the problem and accept the Equipment when all problems are
resolved and the test is sucrPSSfully passed; or
THE CITY OF ROUND ROCK - PAGE R -16
November 2, 1994
(2) require AMERITECH to provide an alternate equipment configuration capable of passing the test at no
additional cost to THE CITY. THE CITY shall be the sole judge of whether the revised delivery and
installation schedules are acceptable; or
reject the System, declare AMERITECH in breach of contract, and require AMERITECH to refund all
monies paid to AMERITECH by THE CITY under this Agreement to date. AMERITECH shall have the
right to remove, at its expense, all Equipment, Software and Supplies provided under this Agreement.
These remedies shall be THE CITY's exclusive remedies, except as otherwise provided by Texas law, in the event
AMERITECH is unable to pass the Hardware Functionality Test within forty-five (45) days of first attempting the
test.
(3)
THE CITY OF ROUND ROCK - PAGE R -17
November 2, 1994
PURPOSE:
The purpose of the Module Functionality Test is to verify that the required functions of the Software have been
delivered.
TIMING:
Testing will coincide with the implementation of the various modules and shall occur during the training session for
the module. For modules using tutorials instead of on site training, the test shall be completed or waived within
sixty (60) days of installation. Training and testing will not occur until after the Hardware Functionality Test has
been passed and sufficient software and data have been loaded to permit training and the test to be effectively
performed. Verification of the attached functional check lists will occur during the training sessions. THE CITY
shall have an additional thirty (30) days to test additional functions related to the module(s) on which training was
received.
PERFORMED BY:
Library staff and AMERITECH personnel.
TEST METHODOLOGY:
(1) Prior to training, THE CITY shall designate one or more persons participating in the training session who
are authorized to initial acceptance of the functional checklists attached.
(2) During training THE CITY shall initial the functional checklist for features observed and operational.
(3) Functions which do not operate properly shall be noted and reported in writing to AMERITECH.
(4) THE CITY shall have thirty (30) days from the completion of training for a module to verify other
functions which AMERITECH documentation indicates the Software will perform and submit any
exceptions to AMERITECH in writing.
AMERITECH shall clarify and resolve all reported problems within thirty (30) days of receipt of report.
Within seven (7) days of receipt of notice of resolution from AMERITECH, THE CITY shall retest the
function and confirm that the function has or has not been resolved.
(6) AMERITECH and THE CITY agree that not all aspects of the software are reasonably testable in the time
frame given (e.g. "two-year cumulative statistics ") and that certain aspects (e.g. "user friendliness ") are
subjective. Untestable features or aspects of the Software shall not prevent the Module Functionality Test
from being accepted.
(
RIDER J
Schedule 2
MODULE FUNCTIONALITY TEST FOR NEW MODULES
ACCEPTANCE:
The Module Functionality Test for a given module will be successfully completed and THE CITY obligated to pay
invoices as per Rider H when:
(1) Each function of the appropriate functional checklist is operational, and
(2) Each problem properly reported in the thirty (30) day additional test period has been resolved.
THE CITY OF ROUND ROCK - PAGE R-18
November 2, 1994
In the event that AMERITECH receives no notice regarding non - functioning items within thirty (30) days of
completion of training, then the Module Functionality Test will be deemed to have been successfully completed and
THE CITY shall pay the appropriate invoices. The foregoing does not relieve AMERITECH of any obligation to
make operational each function as per the warranties of Section 9.B.3. of this Agreement or the terms of the
Maintenance Agreement in Rider K, Section S.B. The thirty (30) day period will only be extended due to reasons
of force majeure or to the extent that the System is down according to the System Reliability Test during the Module
Functionality Test.
REMEDIES:
In the event that AMERITECH is unable to provide software to pass the Module Functionality Test within ninety
(90) days of commencing the test, THE CITY may, at its option:
(1)
grant AMERITECH further time to resolve the problem and accept the test when resolutions are
satisfactorily reached; or
(2) accept the Software as is and upon negotiating satisfactory terms pay the appropriate invoices; or
(3)
during the first twelve (12) months following installation, reject the System and require AMERITECH
to refund monies paid to AMERITECH to date by THE CITY. AMERITECH shall have the right to
remove, after the refund bas been made, at its expense, all Equipment, Software, Supplemental Products,
Network Products and Supplies provided under this Agreement.
These remedies shall be THE CTTY's exclusive remedies, except as otherwise provided by Texas law, in the event
AMERITECH is unable to pass any Module Functionality Test within ninety (90) days of commencing the test.
THE CITY OF ROUND ROCK - PAGE R -19
November 2, 1994
PURPOSE:
RIDER J
Schedule 3
CONVERSION TEST
The purpose of the Conversion Test is to demonstrate and verify that THE CITY'S data files, transaction files,
Licensed Software and AMERITECH maintained peripherals have been properly implemented onto the new system.
TIMING:
This test will commence upon the first day of on -line operation on the new system.
PERFORMED BY:
THE CITY Staff.
TEST METHODOLOGY:
(1) Test shall run for five (5) days and may be overlapped with other tests.
(2) THE CITY staff shall sample the data files to ensure that data from the old system has been correctly and
completely transferred. LIBRARY Staff may select up to 100 records from each of the following files
to validate:
-BIB
- HOLDINGS
- PATRON
- CIRC.OUT
- BIB.HOLDS
-PURF
- VENDOR
-ORDER
- AUTHORITY files
- parameter files such as CODES, CRECS, etc.
The above files are to be transferred if they exist on the old system.
(3) LIBRARY Staff shall check the proper functioning of terminals, light pens, lasers, telecommunications
and other peripheral equipment.
(4) LIBRARY staff shall: Run day end, start TAP, and print reports.
(5) Any problems shall be reported promptly to AMERITECH.
(6) AMERITECH shall devote immediate and concerted efforts to resolve verified problems.
(7) THE CITY shall have 5 days from the commencement of the test to verify functions in accordance with
the relevant AMERITECH documentation for the transferred licensed Software and notify AMERITECH
of any discrepancies.
THE CITY OF ROUND ROCK - PAGE R -20
November 2, 1994
ACCEPTANCE:
The Conversion Test shall be successfully completed when:
(1) The five (5) test days have passed and THE CITY reports no problems; or
(2) Any verified problems have been resolved.
REMEDIES:
In the event that AMERITECH is unable to pass the Conversion Test within thirty (30) days of commencing the
test, THE CITY may, a its option:
(1)
(2) accept the System as is and upon negotiating satisfactory terms pay the appropriate invoices; or
Reject the new System and require AMERITECH to refund monies paid to AMERITECH to date by THE
CITY under this amendment. AMERITECH shall have the right to remove, after the refund has been
made, at its expense, all Equipment, Software, Supplemental Products, Network Products and Supplies
provided under this Agreement
These remedies shall be THE CITY's exclusive remedies, except as otherwise provided by Texas law, in the event
AMERITECH is unable to pass the Conversion Test within thirty (30) days of the first day of online operation of
the new system.
(3)
grant AMERITECH further time to resolve the problem and accept the test when resolutions are
satisfactorily reached; or
THE CITY OF ROUND ROCK - PAGE R -21
November 2, 1994
RIDER K
MAINTENANCE AGREEMENT
THE CITY agrees to amend their standard maintenance agreement as defined on exhibits A & B.
IBM hardware has a one (1) year warranty beginning after the successful completion of the Hardware Functionality
Test.
Ultimate requires 90 days' notice to cancel maintenance. If there is any remaining prepaid maintenance fee at the
end of the Ultimate maintenance contract, this money will be applied to other maintenance fees to be paid by THE
CITY.
UniVerse licenses have a one (1) year warranty beginning after the successful completion of the Hardware
Functionality Test.
New software modules have a 90 day warranty beginning at module installation. Any changes in software
maintenance fees become effective at the successful completion of the Conversion Test.
Newly purchased peripherals may be added to THE CITY's 60/40 Maintenance Plan or the Sparing Maintenance
Plan, if appropriate. THE CITY should contact the AMERITECH Support Team to add new peripherals.
THE CITY OF ROUND ROCK - PAGE R -22
November 2, 1994
EXHIBIT A
CPU HARDWARE RATES
EQUIPMENT ANNUAL CHARGE
1 IBM RS /6000 Model 250 POWERserver
Includes:
66MHz PowerPC 601 Processor
16MB Memory
1GB SCSI -2 Disk Drive
8 Port Async Adapter with Multiport Cable
2 Micro Channel Expansion Slots
Integrated SCSI -2 Controller
Intergrated Ethernet Controller
2 Serial Ports, 1 Parrallel Port
1 Upgrade to 64MB Memory (4X16MB)
1 Upgrade to 2.0 GB SCSI -2 Disk Drive 251
1 3.5" Floppy Disk Drive
1 External 5.OGB, 8MM Tape Drive 924
2 Terminal Server (16 port) 10base -T 702
1 Terminal Server Software 31
1 MinHub (8 Ports) 62
1 Ethernet Transceiver 22
23 UniVerse License (per port) 1,311
TOTAL $4,293
Maintenance prices are based on annual prepayment.
Local maintenance on the UPS to be provided by THE CITY.
NOTE: Maintenance charges for Years 2,3,4 and 5 are outlined in AMERITECH's response.
990
THE CITY OF ROUND ROCK - PAGE R -23
November 2, 1994
EX IIBIT B
SOFTWARE M
MODULE ANNUAL CHARGE
1 Cataloging w/ Authority Control 1,000
1 Circulation w/ Inventory 800
1 PAC Plus 1,200
1 Report Generator N/C
1 Electronic Mail N/C
20 Dynix Application User License 900
1 Systems Integration Services 1 -32 Users 1,200
TOTAL $5,100
NOTE: Maintenance charges may be pro -rated at the single annual payment rate for the first year ending on the
first anniversary of the effective date of this Maintenance Agreement.
Maintenance prices are based on annual prepayment.
THE CITY OF ROUND ROCK - PAGE R -24
November 2, 1994
RIDER L
TAXES
THE CITY represents that it is exempt from the payment of taxes. Photocopies of applicable certificates shall be
provided by THE CITY prior to the execution of this Agreement
THE CrrY OF ROUND ROCK - PAGE R -25
November 2. 1994
RIDER M
SOURCE CODE ESCROW AGREEMENT
THE CITY OF ROUND ROCK - PAGE R -26
November 2, 1994
This Deposit Agreesent'is effective this 18th day at July
1991_, by and between Data Securities International. Inc.
('DSI') a Delaware corporation and nvnir ("Licensor").
DSI DEPOSIT AGREEMENT
Account Number 0425005 -OP001
Notices to Licensor should be sent tos
Licensors Dynix
Address 151 East 1700 South, Suite 200
Provo, UT 84606
Designated
Representatives see Lufkin
Phones 801 - 375 -2770
All contracts. deposit materials and notices to DSI must be sent
tos
Data Securities International: Inc.
Attas Contract Administration
GiSS Greenwich Drive. 4221
San Diego. CA 92122
(419) 457 -5114
WHEREAS. Licensor has or will enter into a eontraat(s) with a
person(s) or a corporation(s) ('Licensee(s)') for use of
proprietary technology and other matsrialss
WHEREAS. availability of or access to certain proprietary data
related to the proprietary technology and other materials is
critical to certain Licensees in the conduct of their business.
WHEREAS. Licensor has deposited with DIE the related proprietary
data to `provide or retention and controlled access !or certain
Licensees under certain conditions:
NOW !or good and valuabii consideration. the receipt
o= whisk is hereby acknowledged. and in consideration of the
promises. mutual covenants and conditions contained herein. the
parties hereto agree as follows:
ARTICLE 1
peposit of Material. The Deposit consists of all material
currently supplied to DSI as specified by an accompanying
document called•.a 'Description of Deposit Haterials' hereinafter
referred to as Exhibit B(s). Licensor represents that it is
lawfully possessed of all deposit materials stored under this
Agreement and has the authority to store then in accordance with
the terms thereof. -
Deposit Chances. Pursuant to this Agreement. Addenda or Exhibits
incorporated herein. the Licensor has the option to update the
Deposit with supplemental or replacement materials to maintain
the currency of the deposit materials. Upon acceptance of any
deposit change DSI shall acknowledge sane to Licensor by issuing
a signed copy of the Exhibit D(s).
Supplemental Deposit. The Supplemental Deposit will include any
materials added to the Deposit. Licensor will subait the
Supplemental Deposit aeeoapanied by an Exhibit E(s).
Replacement of existinc Deposit Replacement aaterials replace
the complete existing Deposit. Licensor will submit the
Replacement materials aeeospaaied by an Exhibit •(s).
Deposit Inspection. Upon receipt of an Exhibit 1. DSI will
visually catch the listed iteas on the Exhibit E to the labeling
of the material ('Deposit Inspection'). DSI will not be
responsible for verifying the contents or for validating the
accuracy, of Licensor "s labeling. Acceptance will occur when DSI
concludes that the Deposit Inspection is complete. •
j(eoistered ',teens**. Licensor.' and only Licensor. say enroll
certain Licensee(s). participating user(s). as Registered
Licenses(s) to this Agreeaent. Licensor suet subait to DSI a
'Participating User Licensee Registration Decuaent% hereinafter
referred to as an Exhibit A. for each Licensee to be Registered
under this Agreement. DSI shall issue to the Registered Licensee
a Licensee registration packet including a copy of _Exhibit A.
Participating User Agreement. to be executed by the Registered
Licensee.
ether Licensees. DSI shall have no obligation to any Licensee or
other third party of Licensor except Registered' Licensees
accepted by DSI. to the extent provided in a writing signed by
DSI. DSI shall have the right to modify or cancel this Agreement
without the consent of any third party unless expressly
prohibited from doing so by an agreement signed by DSI.
Page 2
ARTICLE 2
VMDA87/
ARTICLE 3
Oblioations of Data Securities International Inc DSI agrees to
establish a receptacle in which it shall place the Deposit and
shall put the receptacle under the control of one or more of its
officers, selected by DSI, whose identity shall be available to
Licensor at all times. DSI shall exercise that high level of care
in carrying out the terms of this Agreement as DSI would use to
protect items of this nature which DSI might own.
DSI understands (i) that Licensor claims that Deposit contains
information that is trade secrets of itself and (ii) that Deposit
is intended 'to constitute items useful to persons reasonably
skilled in computer technology for providing maintenance support
for computer software pregrams Licensor licensed to its Registered
Licensees, in the event that any of these Registered Licensees
becomes entitled to receive it.
DSI shall bear no obligation or .responsibility whatsoever.to
determine the completeness or accuracy of the Deposit or whether
what is deposited is or is not proprietary • data as contemplated
herein.
ARTICLE 4 -
Term of Agreement. This Agreement will have an initial term of one-
year. This Agreement may be renewed for additional one -year
periods upon receipt by DSI of the specified renewal fees prior to
the last day of the term (expiration date). In the event that the
renewal fees are. not received within thirty (30) days before the
expiration dats,•DSI shall so notify Licensor and all Registered
Licensees of the thirty (30) day expiration period. If the renewal
fees are not received within the subsequent thirty (30) days, DSI
may terminate this Agreement without further notice and without
liability to any other party.
zszirv. Upon non - renewal of this Agreement, all duties and
obligations of DSI to Licensor, and Registered Licensees) will
terminate. It Licensor requests the return of the Deposit, DSI
shall return the Deposit to Licensor only after the deposit return
fee is paid. If the deposit return fee is not received by the
anniversary data of this Agreement (termination day), DSI may
destroy the Deposit.
Upiry of Reentered Licenses. Licensor may request DSI to
terminate a Registered Licensee separate from termination of this
Deposit Agreement by notice to DSI or by Licsnsores non - payment of
the annual renewal fee for -that Registered Licensee.
Page 3
ARTICLE 5
DIv2/VlDAi7 /v4 /15OS
Page 4
ARTICLE 6
Filing For Release of Deposit by Registered Licensee. If DSI is
notified by a Registered Licensee of the occurrence of a release
condition as defined in Article 7, and includes at that time the
filing for release fee ", DSI shall so notify Licensor at the last
known address by certified mail with a copy of the notice from the
Registered Licensee. If Licensor provides contrary instruction, as
defined in this Article within fifteen (15) working days of the
mailing of the notice to Licensor, DSI shall not deliver a copy of
the Deposit to the Registered Licenses who is filing for the
release" of the Deposit.
Contrary instruction for the purpose of this article means, the
filing of an affidavit or declaration with DSI by an officer of
Licensor stating that a Release Condition has not occurred, or has
been cured. DSI will send a copy of the affidavit or declaration
by certified mail to the Registered Licensee who is filing for the
release of the Deposit materials. Upon receipt of contrary
instruction, DSI shall not deliver a copy of the Deposit and shall
continue -to store the Deposit until otherwise directed by
Registered Licensee and Licensor jointly, or until resolution of
the dispute by a court of competent jurisdiction. "
In the event that DSI does not receive contrary instruction DSI is
authorized to release a copy of the entire Deposit to the
Registered Licensee requesting the release. Release processing
fees will be paid by the Registered Licensee. DSI may duplicate
the Deposit only as necessary to preserve and safely store the
Deposit, and to provide copies thereof, as authorized herein, to
Registered Licensee.
. ARTICLE
$ease Conditions. '
Licensor's failure, without cause on the Registered Licensee's
part, to furnish the Registered Licensee with maintenance support
- - to the extent provided for in the applicable maintenance
agreement with Licensor.
DIv2 /VMDAI7 /v4 /BOS
ARTICLE a
Ron- Disclosure. Except as provided in-this Agreement. DSI agrees
that it shall not divulge, disclose. make available to third
parties. nor make any use whatsoever of the Deposit. or any
information provided to it by Licensor in connection with this
Agreement or Exhibits. without the express written consent of
Licensor.
ARTICLE
jndemnifiestion. Licensor agrees to defend and indemnity DSI and
hold DSI haraless from and against any and all - claims. actions
and suits. and from and against any and all liabilities. losses.
damages. costs. charges. penalties. counsel fees. and other
expenses of any nature (including. without limitation. settlesent
costs) incurred by DSI on account of any act or omission of DSI
in respect to or with regard to this Agreement except as
specified in Articles 3 and 3 herein.
ARTICLE le
Audit Riehts., - DST 'agrees to keep written records of the
activities undertaken and materials prepared pursuant to this
Agreement. Licensor will be entitled at reasonable times during
normal business hours and upon reasonable notice to DSI during
the tars of this Agreement to inspect the records of DSI with:
_ - respect to this Agreement.
_ Licensor will be entitled. upon reasonable notice to DSI and
_during normal business hours. at the facilities designated by
DSI. accompanied by a designated employee of DEI, to inspect the
physical status and condition of the Deposit: The status of the
Deposit say not be changed by Licensor during the audit..
ARTICLE ' i 1 .
pesienated Representative.. - Licensor agrees to designate one
individual to receive notices fro* DSI and to act on behalf of
Licenser with respect to the perforaance of its obligations as
set forth in this Agreement and to notify D1I immediately In the
event of any change from one designated representative to
another. •
ARTICLE 12
General. DSI may act in reliance upon any instruction,
instrument. or., signature believed t4 be genuine and may assume
that any person giving any written notice. request. advice or
instruction in connection with or relating to this Agreement has
been duly authorized to do so. -
This Agreement will be governed by. and construed in accordance
with the laws of the Commonwealth of Massachusetts.
This Agreement, including the Exhibits and Addenda hereto
constitutes the entire Agreement betweef the parties concerning
the subject natter hereof. and will supersede all previous
coaaunieations. representations. understandings. and agreements.
- either.oral or written. between the parties.
If any provision of this Agreesent is held by any court to be
_invalid or unenforceable. that- provision will be severed from
Ibis Agreement and the remaining provisions will continue in full
force.
ARTICLE 13
Um. All service fees will be due in full at the tine of the
request for service. Renewal fees will be due in full upon the
receipt of invoice unless otherwise specified by the invoice. -
For the purpose of annual renewal fees the effective date of this
Agreement will be the anniversary date. Tees for this
Agreement will be paid within sixty (Se) days of execution of
this Agreeaent or this Agreeaent will be autoaaticaily
terminated. Fees for other service requests must be paid within
sixty (SS) days or such service will be automatically
terminated.
DYNIX
Liosasor
. 4%.,4 /1
Sy,
Page
All service fees and annual renewal fees will be those
in DSI's schedule of fees in effect at the time of renewal. er
request for service. except as otherwise agreed. Tor any
increase in DST's - standard .fees. DSI shall notify Licensor at
least ninety .(90) days prior to any renewal of this - Agreement.
Tor any service not listed on the schedule of fees. DS' shall
provide a quote prior to rendering such
Data Securities
International. Inc.
Sys 4i-
Sri /sr 4 rce /n
(print name)
(print name)
Title, t _ , ri P 11. • :Jr- Title, G 4n ■ 41410;:t (er✓1g4
VMDAb7 /v
RIDER N
OPERATING SYSTEM LICENSE
THE MY OF ROUND ROCK - PAGE R -27
November 2, 1994
RIDER N
LICENSE FEE DESIGNATED SYSTEM
As listed in Rider B IBM RS /6000 Model 250
2. LICENSEE'S OBLIGATIONS
LICENSEE shall:
UNIVERSE SOFTWARE AGREEMENT
This Agreement is entered into by and between Dvnix, Inc., (the
DISTRIBUTOR) located at 400 Dvnix Drive, Provo, Utah 84604, and
the City of Round Rock (LICENSEE) located at 221 East Main Street,
Round Rock, Texas 78664. DISTRIBUTOR agrees to license certain
software (UNIVERSE SOFTWARE) provided by VMARK Software, Inc. (the
SUPPLIER) to LICENSEE for the internal use of LICENSEE. The
LICENSEE agrees to be bound by the terms of the sublicense herein
granted.
SUB- LICENSE OF OPERATING SYSTEM
1. DISTRIBUTOR hereby grants LICENSEE a personal non - exclusive,
non - transferrable license to use and to copy in machine
readable form the UNIVERSE SOFTWARE provided by DISTRIBUTOR on
a single identified Central Processing Unit (CPU) solely for
LICENSEE's own use for its internal data processing operating
on equipment purchased from or approved in writing by DISTRIB-
UTOR. "UNIVERSE SOFTWARE" as used herein means system
software, utility programs, routines, related documentation
and media. If the designated CPU becomes temporarily inopera-
tive, LICENSEE may use the Software on a back -up CPU until
operable status is restored.
(a) pay the DISTRIBUTOR the license fee set forth herein:
(b) agree that title to all rights and interest in UNIVERSE
SOFTWARE, wherever resident and in whatever media
(except only the right to use pursuant to the license
herein granted) remains with DISTRIBUTOR's SUPPLIER;
(c) install within six months of issuance and the notifica-
tion by DISTRIBUTOR of its availability the latest
releases of the UNIVERSE SOFTWARE which is offered by
DISTRIBUTOR;
(d) not make any copies of any UNIVERSE SOFTWARE except as
necessary in connection with the rights granted hereun-
der, and shall reproduce and include any copyright and
proprietary notice included on the original copy on all
(e)
(f)
(g)
(i)
(j)
such copies of the UNIVERSE SOFTWARE and mark all media
containing such copies with a warning that such UNIVERSE
SOFTWARE is subject to restrictions contained in a
license between DISTRIBUTOR and its suppliers and that
such UNIVERSE SOFTWARE is the property of the SUPPLIER;
not export or transmit UNIVERSE SOFTWARE to any country
foreign to the United States;
not reverse compile or disassemble the UNIVERSE SOFT-
WARE;
take appropriate action, by instruction, agreement or
otherwise regarding all persons permitted access to the
UNIVERSE SOFTWARE so as to enable LICENSEE to satisfy
its obligations under this license;
(h) to the extent allowed by the Texas Open Records Act
treat the UNIVERSE SOFTWARE as confidential information
which is proprietary to DISTRIBUTOR's SUPPLIER by not
making any part thereof available to others;
shall use the UNIVERSE SOFTWARE only on the designated
system;
shall promptly return to DISTRIBUTOR the UNIVERSE SOFT-
WARE and all materials associated with the UNIVERSE
SOFTWARE upon termination of this License. This License
will terminate upon LICENSEE's surrender of the UNIVERSE
SOFTWARE and all materials associated therewith or upon
DISTRIBUTOR's giving LICENSEE written notice of
LICENSEE's violation of one or more of the conditions of
this license;
3. LIMITATION OF LIABILITY
Distributor OR ITS Supplier SHALL IN NO EVENT BE LIABLE TO
Licensee OR TO ANY OTHER ENTITY WHICH OBTAINS FROM Licensee OR
USES THE UNIVERSE SOFTWARE SUPPLIED UNDER THIS AGREEMENT FOR
ANY CLAIM FOR INDIRECT, SPECIAL, RELIANCE, INCIDENTAL OR
CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES ARISING OUT OF THIS
AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM OR THE USE OR
PERFORMANCE OF THE UNIVERSE SOFTWARE, WHETHER IN AN ACTION
BASED ON BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF
CONTRACT, DELAY, NEGLIGENCE (ACTIVE OR PASSIVE), STRICT TORT
LIABILITY OR OTHERWISE. Distributor OR ITS Supplier'S ENTIRE
LIABILITY FOR ANY CLAIM ARISING FROM ANY CAUSE WHATSOEVER,
EXCEPTING PERSONAL INJURY AND INFRINGEMENT, (WHETHER FOR
UNIVERSE SOFTWARE DELIVERED OR NOT DELIVERED, INCLUDING BUT
NOT LIMITED TO THE MANUFACTURE, SALE, DELIVERY, RESALE,
REPAIR, IN OR OUT OF WARRANTY, USE OR ANY INABILITY TO USE THE
UNIVERSE SOFTWARE, SEPARATELY OR IN COMBINATION WITH ANY OTHER
GOODS OR EQUIPMENT) SHALL IN NO EVENT EXCEED THE LOWER OF THE
REPAIR OR REPLACEMENT COST OR PURCHASE PRICE OF THE UNIVERSE
SOFTWARE WHICH DIRECTLY GIVES RISE TO THE CLAIM. IF UNIVERSE
SOFTWARE IS NOT INVOLVED, SUCH ENTIRE. LIABILITY SHALL NOT
'EXCEED $100,000 PER INCIDENT. NO ACTION OR PROCEEDING AGAINST
Distributor OR ITS Supplier MAY BE COMMENCED MORE THAN TWO
YEARS AFTER THE UNIVERSE SOFTWARE IS SHIPPED OR THE CAUSE OF
ACTION OTHERWISE ARISES. THIS CLAUSE SHALL SURVIVE THE
FAILURE OF ANY EXCLUSIVE REMEDY.
4. INFRINGEMENT
4.1 - DISTRIBUTOR or its SUPPLIER shall defend any claim, suit
or proceeding brought against LICENSEE so far as it is
-based on a claim that the use or transfer of the UNI-
- 'i- VERSE SOFTWARE and related material delivered hereunder
constitutes an infringement of a United States patent or
- copyright or trade secret, so long as DISTRIBUTOR or its
SUPPLIER is notified promptly in writing by LICENSEE as
to any such action and is given full authority, informa-
tion and assistance (at DISTRIBUTOR or its SUPPLIER's
expense) for the defense of any such claim or proceed-
ing. DISTRIBUTOR or its SUPPLIER shall pay all damages
and costs awarded therein against LICENSEE but shall not
be responsible for any compromise made without its
. consent. In the event of a final judgment which prohib-
its LICENSEE's continued use of the UNIVERSE SOFTWARE by
reason of infringement of a United States Patent or
copyright, or if at any time DISTRIBUTOR or its SUPPLIER
is of the opinion that the UNIVERSE SOFTWARE is likely
to become the cause of an action for infringement of a
United States patent or copyright, DISTRIBUTOR or its
SUPPLIER shall, at its sole option and at its expense,
either obtain the rights to continued use of•UNIVERSE
SOFTWARE, replace or modify UNIVERSE SOFTWARE so that it
is no longer infringing.
4.2 LICENSEE shall indemnify and hold harmless DISTRIBUTOR
or its SUPPLIER from any loss, cost, or expense suffered
or incurred in connection with any claim, suit or
proceeding brought against DISTRIBUTOR or its SUPPLIER
so far as it is based on a claim that the UNIVERSE
SOFTWARE modified, altered or combined by LICENSEE with
any equipment, device or software not supplied by
DISTRIBUTOR or its SUPPLIER hereunder constitutes such
an infringement because of such modification, alteration
or combination.
5. WARRANTY
5.1 DISTRIBUTOR or its SUPPLIER warrants that the UNIVERSE
SOFTWARE, when shipped will conform to its then current
published specification for UNIVERSE SOFTWARE on comput-
er systems set forth in said specifications. In the
event that the UNIVERSE SOFTWARE does not so conform and
t
RESOLUTION NO. /e- o9- 06 - /oe.
WHEREAS, the City of Round Rock has duly advertised for bids
for hardware improvements for the Library, and
WHEREAS, the City wishes to upgrade its existing software for
the Library, and
WHEREAS, Ameritech Library Services has submitted the lowest
and best bid for the hardware improvements, and
WHEREAS, Ameritech Library Services has also submitted the
most favorable proposal for the upgrade of the existing software,
and
WHEREAS, the City Council wishes to accept the bid and
proposal of Ameritech Library Services, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an agreement with Ameritech Library Services for
hardware and software improvements for the Library, a copy of said
agreement being attached hereto and incorporated herein for all
purposes.
RESOLVED this 8th day of September 1994.
ATTEST:
/LI
KS /RESOLUTION
RS40908C
LAND, City Secretary
CHARLES CULP P , Mayor
City of Round Rock, Texas
SUBJECT: Proprietary purchase of software for the Library.
The purchase of proprietary software upgrades for use with the new
computer is recommended so that the Library can continue to meet
increasing patron demands. These demands will escalate with the
growth of the area population.
The Library is currently using Dynix software version 135.1.
This version will be installed on the new computer and migration to
version 143, or the latest version thereof, whichever is more
advantageous to the City, will occur in a timely and orderly manner
so that current data integrity is preserved.
A recent study by an Austin Consultant for Austin Community College
revealed that it is more cost effective to continue with and
upgrade an existing library system rather than converting to a new
system for the following reasons:
1. Additional training costs for the new system. (For
Library personnel and patrons)
2. Conversion costs for bibliographic records.
3. Conversion costs for patron records.
4. New software would not allow a credit for existing
modules.
The estimated cost to convert to a new software is as follows:
Data entry:
70,000 item records @ $.10 per record $ 7,000.
55,000 bibliographic records @ $.10 per record 5,500.
23,000 patron records @ $.10 per record 2,300.
Staff training @ $1,000 for five (5) 5,000.
Estimated cost of conversion software 40.000.
TOTAL ESTIMATED COST **
Current quote from Dynix for the upgrading of
existing software
Savings
$59,800.
46.417.
$13,383.
* *THIS ESTIMATE DOES NOT INCLUDE ADDITIONAL COSTS FOR
TRAINING 23,000 PATRONS CURRENTLY USING THE EXISTING SYSTEM.
Considering all of the above, staff recommends the proprietary
procurement of software upgrades of the existing system.
DATE: September 6, 1994
SUBJECT: Council Meeting, September 8, 1994
ITEM: 10.C. Consider a resolution authorizing the Mayor to enter into an
agreement for hardware and software improvements for the
library.
STAFF RESOURCE PERSON: Dale Ricklefs
STAFF RECOMMENDATION: Select Ameritech/Dynix to continue providing software
services and hardware.
In July the library put out to bid computer hardware specifications required to update the
existing computer system hardware, a seven year old Ultimate 3020. Ameritech/Dynix was
the only bidder, submitting both Hewlett Packard (HP) 9000 Series 800 Model Class E and
IBM RISC 6000 Model 250 POWERserver systems. In factoring both upfront costs and 5
year maintenance costs, the least expensive and best bid was the IBM RISC system.
In a separate issue, in consultation with the Purchasing Department, the Library wishes to
continue using the Ameritech/Dynix software which is modified to work on the newer
UNIX -based systems. See the attached document.
The total cost is $72,164 for both hardware and software, broken down as follows:
Hardware: $38,814 Base hardware costst
Software: $33,350 Includes — discounts as "previous" client
conversion costs
training on new hardware/software
installation of software & data
(Hardware maintenance ranges from $4,293 for the first year following the warrantee
period to $5,217 in year 5.