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HomeMy WebLinkAboutContract 31082 CITY SECRETARyaiaCONTRA Cr N0. � rl D Y N I X_ PURCHASE AND LICENSE AGREEMENT This Agreement is made and entered into this ay of December, 2004 ("Effective Date") by and between Dynix Corporation ("Dynix"},a Utah corporation having its offices at 400 Dynix Drive,Provo,Utah 84604 and the City of Fort Worth for and on behalf of the Fort Worth Public Library (collectively the"Library"), having its offices at 500 West 3rd Street, Fort Worth, Texas 76102. The term "Dynix" shall also refer to the company, its agents, suppliers, and its subcontractors. RECITALS WHEREAS, Library desires to contract with Dynix to obtain the Hardware, licenses, and services described herein, and Dynix desires to contract with Library to provide said Hardware, licenses, and the services described herein; WHEREAS, the Library now shares its current integrated library system with Other Libraries that will also use the Hardware, licenses,and the services described herein, NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained herein,the parties hereto hereby agree as follows: 1. FURNISHING OF HARDWARE AND SOFTWARE Subject to the terms and conditions set forth herein, Dynix agrees to provide and Library hereby agrees to purchase: A. The licenses for the use of the computer programs and related documentation listed on Schedule 1 hereto (the Licensed Software and Third Party Software). B. The Hardware listed on Schedule 1. C. The Services listed on Schedule 1. D. The maintenance services listed as provided in a separate Maintenance Agreement. 2. CONTRACT DOCUMENTS The contract documents are: A. This Agreement, including the following schedules attached hereto: Schedule Configuration Schedule 2-Schedule of Activities Schedule 3-Data Load Services Schedule 4---Payment Schedule Schedule 5--Acceptance Tests Schedule 6-End User License Agreement Schedule 7—System Capacity and Growth Warranties Schedule 8—Library's Tax Exempt Certificates Schedule 9-Clarifications Schedule 10 Maintenance Agreement Schedule 11 Limited Access Agreement B. Dynix's Best and Final Offer dated October 25, 2004; C. E-mail Subject: RE: Horizon web report descriptions from Scott McCausland to Deborah Duke dated November 5,2004 1:15 PM D. E-mail Subject: Answer to questions about Web Reporter from Scott McCausland to Deborah Duke dated November 10, 2004 4:08 PM E. E-mail Subject: Re: Fort Worth Telephone Notification Question from Scott McCausland to Deborah Duke dated October 14, 2004 10:45 AM -3-:j r i {- I I'IS 1 I •'y� h tom'J 4 3 V ..lw•a... Y 1 F. E-mail Subject: RE: Fort Worth Dynix 8.0 from Scott McCausland to Deborah Duke dated October 12, 2004 11:08 AM G. E-mail Subject: RE: Fort Worth Customer Recommendations Dynix from Scott McCausland to Deborah Duke dated October 1, 2004 1:45 PM H. E-mail Subject: RE: ILS Fort Worth Dynix OPAC customer recommendations from Scott McCausland to Deborah Duke dated August 3, 2044 1:18 PM 1 Library's Request for Best and Final offer dated October 18,2004; J. Dynix's clarifications dated October 7, 2004; K Library's Request for clarifications dated September 27, 2004; L. Dynix's Proposal dated July 29, 2004; and M. Library's Request for Proposals dated June 17, 2004. 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 a conflict or for purposes of clarification, precedence of documents shall be in the order shown above with this Purchase and License Agreement taking first precedence. 3. DEFINITION of TERMS A. Content- "content for the Horizon System" is content obtained either through Dynix or with Dynix's agreement that is used to enhance the bibliographic records in the Dynix database. B. Current Library Server. The Library's currently installed Sun V880 Server that is to be used as the Database Server. C. Database Server The computer provided by the Library to provide database management services in connection with the Licensed Software. D. Day 1 of Production operations: The first day of Library's use of the System to support Library operations, following completion of successful loading of Library's patron database and bibliographic and item database, and other files as described in Schedule 3 onto the System. Dynix will certify to Library when this data loading has been completed. After Library has confirmed this successful data loading, Library will then notify Dynix that it has begun to use the System in production operations, and the date of Library's notice shall be defined as Day 1 of Production Operations. E. Hardware:The items listed on Schedule 1 hereto under the subheading Server Hardware. F. Horizon Information Portal Server. The computer provided by the Library to provide web access and gateway services to the Database Server in connection with the Licensed Software. G. Library's Normal Business Hours. Library's hours of utilization of the System by staff and public, including but not limited to Monday through Thursday 6:30 a.m. through 9:00 p.m. Friday and Saturday 6:30 a.m. through 6:00 p.m. Sunday 9:00 a.m. through 6:00 p.m. as well as public access through the Internet: 247065. All times are central Time. H. Licensed Software (or Software): Each Dynix-developed or Dynix-owned software product, which may include third-party technology, as listed in Schedule 1, 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 Library by Dynix for use in connection with such product, as well as any Dynix-developed software modules that are acquired subsequent to this Agreement. f. Other Data: Includes but is not limited to holdings, patron records, item status, fines or fees, holds or reserves, and item records. J Other Libraries: Libraries, referred to as MetrOPACs, that are members of the Library's arrangement for sharing in use of the System, and which enter their data into the System. K. Services: The items listed on Schedule 1 under the subheading Services. L. Staff License: A license to use the staff-functionality of the Licensed Software on a staff Workstation located on the Library's or other Libraries' premises. City of Fort Worth-Page 2 CONFIDENTIAL AND PROPRIETARY '�0 7-)(-Ili I M System or Horizon System: The total complement of Hardware, Current Library Server, Licensed Software, and Third Party Software furnished and maintained by Dynix. N. Test Database Server The computer provided by Dynix and operated by Library to provide a separate testing and training environment for software and operating system upgrades prior to implementation. O. Third Party Software: Software owned by an entity other than Dynix that is re-licensed or sublicensed by Dynix to Library. Third Party Software includes but is not limited to Sybase, Syndetics Enriched Content, WebFeat Consolidated Searching Translators, Sun Solaris Operating System, MicroStrategy (Horizon Web Reporter), Microsoft IIS Server Software, and Symantec pcAnywhere (remote support software). P. Workstation: An end user machine provided by Library on which client software operates to access the Database Server and which meets or exceeds Dynix's specifications required for operation of the Licensed Software. 4. SITE PREPARATION Library shall, at its own expense, prepare the site or sites for installation of Hardware to comply with the Hardware manufacturer's specifications, copies of which Dynix has provided to the Library. The Library agrees that If during the term of this Agreement it is determined that the site or sites do not meet Hardware manufacturer's specifications, then the Library will make needed changes to the site or sites to bring them into compliance. 5. TRANSPORTATION AND INSTALLATION of HARDWARE A. TRANSPORTATION 1. Upon notification by Library that the site(s) have been or shall, by a specified date, be prepared for installation, Dynix shall place the order and arrange for transportation of Hardware 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. Dynix shall notify Library of the courier tracking number. Library shall be able to track shipment via the courier's website. 3. All Hardware shall be delivered as "inside deliveries" to the installation site inside the Library's Computer Room Lab between the hours of 9:00a.m. and 5:00 p.m., Monday through Friday with the exception of Library's holidays. 4. Hardware shall be preserved, packed and marked in accordance with standard shipping practices. 5. Library shall receive all shipments from vendor and care for the same in a prudent manner until Dynix arranges for its installation. B. INSTALLATION 1. Dynix shall furnish all necessary labor, materials, and other services listed on Schedule 1 and 3 required to unpack Hardware and discard packing materials, and to accomplish installation at the sites specified by Library. Library shall make all the necessary arrangements to allow Dynix 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 Hardware for each server has been successfully installed and operated at Library's site for twenty-four (24) hours of consecutive materially error-free operation, Dynix shall certify in writing to Library that the Hardware installation for that server is complete. S. RISK of LOSS AND TITLE Dynix is responsible for all risks of loss or damage to Hardware furnished under this Agreement until delivery is made inside Library premises. Thereafter Library will be responsible for risks of loss or City of Fort Worth-Page 3 CONFIDENTIAL AND PROPRIETARY damage, except for loss or damage caused by Dynix in the process of installation. Title to the Hardware shall pass from Dynix to Library upon delivery inside Library's premises. 7, SERVICES A. Dynix will assist Library to extract data from Library's current Dynix System and will convert these data to formats required for loading into the System, and will load Library data into the System as detailed in Schedule 3. B. Dynix will provide training sessions on the operation and use of the Licensed Software for Library's personnel as described in Schedule 1 at times specified by Schedule 2. Dynix agrees to provide at Dynix's then--published rates periodic review sessions and training then being offered. Any additional training requested as a result of Hardware and/or Licensed Software upgrades to the System purchased under this Agreement will be provided as agreed upon by Dynix and Library. 8. DOCUMENTATION Dynix shall provide documentation and training manuals, including but not limited to those described in Schedule 1 in various formats for the operation and maintenance of the System. Library may photocopy or otherwise reproduce Dynix copyrighted documentation and training materials for training or other internal uses provided that Dynix's statement of copyright is included on each copy. 9. ACCEPTANCE TESTS Except where otherwise stated herein, the testing of the System shall be conducted by Library without the assistance of Dynix. Library agrees that it will perform or waive acceptance tests as described in Schedule 5, Exhibits A through D. Library agrees to perform or waive acceptance tests of Software products that are in use by Library on Day 1 of Production Operations with the System, within sixty (60) days following Day 1 of Production operations. Upon completion of these tests, Library shall inform Dynix in writing that each test has been waived, conducted and considered successful, or conducted and considered unsuccessful. In the event that a test is considered by Library to be unsuccessful, it will be repeated according to the provisions of Schedule 5. The System shall be considered accepted upon notice to Dynix by Library that the acceptance tests as described in Schedule 5, Exhibits A through D have been successfully completed in accordance with this Agreement. Acceptance testing of other products not in production use by Library on Day 1 of Production Operations shall be as described by Schedule 5, including new releases of the Software and correction by Dynix of any of the discrepancies with such software and data that has been previously loaded into the system. Unless Library provides Dynix, in writing, with any claim that the System does not meet performance specifications as described in Schedule 5 hereto on or before 50 days after Day 1 of Production Operations, it will be presumed that the System has met all performance specifications for purposes of System acceptance. T 14. WARRANTY A. WARRANTIES 1. Dynix warrants that the Licensed Software will contain the features and functionality described in the contract documents and applicable user manuals, described by Sections 2 and S of this Agreement and by Documentation listed in Schedule 1, so long as (i) City of Fort Worth-Page 4 CONFIDENTIAL AND PROPRIETARY Library remains current in payment of all maintenance fees for the current and all prior periods during the term of the Agreement, and (ii) Library has incorporated into the Software all releases and corrections to the Software that Dynix has made available to Library. 2. Dynix warrants that the services listed in Schedule 1 will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services. 3. Dynix warrants that it has the right to license the Licensed Software and that it is an authorized distributor of the Third Party Software and that Library has the right to use the Licensed Software and Third Party Software needed for operation of the System in accordance with the terms and conditions of this Agreement. 4. Dynix warrants that during operation of the System under normal business conditions during Library's Normal Business Hours in which the activities of users are not scripted to create pre-defined transaction mixes for purposes of stress-testing the System or the response-time performance or capacity of the System, the System shall perform all interactive transactions with average response times :52 seconds minus any network latency for users whose Workstations are connected to the System server via a 2:1 00mbps LAN. On demand during the time Library is using the System, a thirty (30)-minute response-time test can be.conducted by Library to determine whether the System is meeting the above warranted response times using one (1) to three (3) workstations connected to the System server via a z1 oombps LAN. The transactions active at the time shall be those occurring under normal business conditions during Library's Normal Business Hours. 5. For a one year period following Day 1 of Production Operations, and thereafter as long as Library has a current Maintenance Agreement with Dynix, if the System fails to perform within the response-time performance levels as warranted in Section 10.A.4 above, or with the functions and capabilities described in this Section 10.A.1 above, Dynix will make enhancements to the System that are required to provide the contracted levels of performance and functionally as specified by this Agreement, within a reasonable time frame and at no cost to Library, provided that Library has completed necessary hardware upgrades to run future releases of Horizon if required. In the event of degradation of response time Dynix will make its best efforts to bring the System into compliance with the response time requirements detailed in the contract documents and in Section 10.A.4 above. 6. Dynix warrants that the System as delivered shall have the capacities and growth path as described by Schedule 7; and that the Hardware is configured according to the Minimum Configuration Requirements as specified in Schedule 7 and is capable of supporting the number of concurrent users shown in Schedule 7 at the required response times warranted above, provided that the Hardware is configured according the Minimum Configuration Requirements as specified by Schedule 7. 7. Dynix warrants that the Hardware shall be newly manufactured and that Library shall acquire good and clear title to the Hardware purchased hereunder, free and clear of all liens, claims, or encumbrances from a third party. S. Prior to ordering Servers, Dynix will contact Library and confirm the configuration for the Servers. If new or better Server configurations are available for the same or lower price than outlined in Schedule 1, Library may elect to substitute the Server or Servers in Schedule 1 with the new configuration. B. EXCLUSIVE RENTED Y If Library believes there has been a breach of a warranty in subsection 10.A above and so notifies Dynix, then Dynix will promptly investigate the matter to determine the nature of the suspected error. If there has been a breach of this warranty, then Dynix's sole obligation and Library's exclusive remedy will be for Dynix to correct or modify the Licensed Software, City of Fort Worth-Page 5 CONFIDENTIAL AND PROPRIETARY Hardware or Services to make the System perform as warranted or to re-perform the Services. If Dynix is unable, after repeated efforts, to correct a breach of subsection A above, Library will be entitled to an equitable adjustment in the monies owing under this Agreement, up to the total amount of payments for either the Licensed Software, Hardware, or Services received over the prior twelve month period, to reflect any reduction in the value of the Licensed Software or Services as a result of the uncorrected error. C. NO BREACH OF VITA RRA Ali TY Dynix is not responsible for any claimed breach of any warranty caused by: (i) modification(s) made to the System by anyone other than Dynix; or (ii) connection to the System of hardware components not supplied by Dynix to Library; or(iii) Library's failure to use any new or corrected versions of the System components made available by-Dynix; or Dynix's adherence to Library's specifications or instructions provided Dynix notifies Library that custom work may affect contract warranties. D. NO ADDITIONAL WARRANTIES THE WARRANTIES SET FORTH IN SECTION 10A OF THIS AGREEMENT ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY LAIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (1) ANY WARRANTY THAT THE LICENSED SOFTWARE IS ERROR-FREE; AND (ii) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT, AND (iii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY DYNIX, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY. F THIRD PARTY WARRANTIES Third Party products may come with a manufacturer's warranty. Such warranties begin on shipment of the Third Party products from the manufacturer, whether shipment is to Dynix or to Library. 11. DEDICATED SERVERS All servers that are part of the System shall be dedicated servers and shall only contain Software and Content for the Horizon System, and shall only be operated for the purposes of the Horizon System. 12. MAINTENANCE The Library hereby agrees to enter into a separate Maintenance Agreement, a copy of which is included in Schedule 10 of this Agreement, for maintenance of the Hardware, Licensed Software and Third Party Software. Pursuant to the maintenance terms listed in Schedule 10, Dynix shall maintain the Licensed Software modules at Dynix's expense for a period of one year from Day 1 of Production Operations. 13. PAYMENT SCHEDULE Dynix shall submit all invoices to Library at the address shown in the first paragraph of this Agreement, attention Deborah Duke. Library is solely responsible for payment of all invoices. Dynix will not provide multiple invoices or bill entities other than Library, including consortium members or governing boards, unless stated otherwise in this Agreement. Invoices shall be considered past due thirty(30)days after the date shown thereon. Payment milestones are detailed in Schedule 4. 14. TAXATION Library represents that it is exempt from taxes. Schedule 8 includes photocopies of applicable certificates. City of Fort Worth-Page 6 CONFIDENTIAL AND PROPRIETARY 4 I ' JO Unless otherwise noted, the prices in any Agreement do not include taxes. Library agrees to pay directly or reimburse Dynix for any taxes arising out of any Agreement or Dynix's performance under any Agreement for which Library is not exempt, excluding taxes on Dynix's net income. 15. SOFTWARE LICENSE A. Dynix hereby grants Library a non-exclusive, perpetual, non-transferable, non-sublicenseable and limited use license to use the Software on the Database Server, Horizon Information Portal Server, Test Database Server and Workstations solely in the conduct of the business of the Library and other Libraries. B. Library may not rent or lease the Software to any other entity or use the Software as part of a commercial time-sharing, subscription bureau or service bureau operation unless the other entity has a contractual arrangement with the Library for use of the Software as in a consortium agreement. C. The Software is confidential and copyrighted and all rights therein not expressly granted to Library are reserved to Dynix. D. Dynix retains title to all copies of the Software; all training and procedural materials developed by Dynix in conjunction with the Software; and any additions and supplements to the Software which may be developed for Library through the reimbursed or unreimbursed efforts of Dynix employees or agents. E Except to the extent permitted by applicable law, Library may not make copies of the Software, other than for archival or backup purposes, nor shall it modify, decompile, or reverse-engineer the Software. F. Dynix may update and modify the Software from time to time, as it deems necessary. However, if any such upgrade or modification will significantly effect or impair Library's use of the software, Dynix will notify Library in writing prior to such upgrade or modification. G. Dynix or its independent audit firm may, upon reasonable notice, examine and audit the records and systems of Library to ensure compliance with any license granted by Dynix. Any audit will be performed during Library's Normal Business Hours and in a manner which avoids unreasonable interference with Library's operations. If such an audit reveals that Library has underpaid or failed to pay any license fee, Library agrees promptly to correct such underpayment, and if Library has overpaid any license fee, Dynix agrees to promptly correct such overpayment. H Library acknowledges that any breach or threatened breach of any license involving unauthorized use of Dynix's intellectual property rights will result in irreparable harm to Dynix for which damages would not be an adequate remedy. L Library may not alter or obscure any proprietary rights notice or the phrase "powered by Dynix appearing on any Dynix-supplied materials and must include such notices or phrases on any copies. J. Dynix's placement of a copyright notice on any portion of any Software or any update to such Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of Dynix. K Upon termination of this license for the Software, Library shall destroy or return to Dynix all copies of the Licensed Software. L. 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. Dynix shall maintain in good force for the duration of this Agreement a deposit agreement and will not cancel or modify said deposit agreement without thirty days notice to Library. Library shall be entitled to access the materials in escrow if, i) it is covered at the time of request by software maintenance and, according to the terms of the deposit agreement, essential services cannot be made available to Library by Dynix; and ii} Library is a registered licensee with Data Securities International, Inc. Library may become a registered licensee either directly with Data Securities City of Fort Worth-Page 7 CONFIDENTIAL_AND PROPRIETARY International, Inc. or by becoming a member of the Horizon Software Users' Group which is itself a registered licensee. M. The Library may elect to terminate this Agreement after final milestone payment and with a 60 day written notice. The Library may continue using the Licensed Software for statistical purposes only for a period of 12 months. At the end of 12 months, the Library must either destroy or return the Licensed Software to Dynix. 16. OWNERSHIP of DATA Library retains for itself, and each of the Other Libraries retains for itself, ownership and rights of ownership to all bibliographic, authority, item, patron, and associated transaction records it enters into the System's database or that the System creates for it. Dynix acknowledges that Library and each of the other Libraries so retains ownership and rights of ownership to all of its bibliographic, authority, item, patron, and associated transaction records entered into the database or created by the System for it. Dynix shall not, without the written consent of an owning library, copy or use such records of that library, except to carry out contracted work, and will not transfer such records to any other party not involved in the performance of this Agreement. Library shall have the right, without the consent of Dynix, to extract as Library's property and other Libraries' property such data using the System's utilities and at no cost to Library or other Libraries. 17. INTELLECTUAL PROPERTY CLAIMS A. Dynix will defend or settle, at its option and expense, any legal proceeding brought against Library to the extent it is based on a claim that Hardware, Licensed Software or Third Party Software provided by Dynix or any original works of authorship written by Dynix under a statement of work infringes a third party's intellectual property rights. "Intellectual property rights" means all intellectual property rights, including patents, trademarks, design rights, copyrights, database rights, trade secrets and all other rights of an equivalent nature. Dynix will indemnify Library against all damages and costs attributable to such claim, either settled by agreement or awarded by the court finally determining the case, provided that Library: 1. gives written notice in a reasonable period of time after Library learns of the possible claim; 2. gives Dynix sole control of the defense and settlement of the claim; 3. provides Dynix, at Dynix's expense, with all available information and assistance relating to the claim and legal proceeding; and 4. does not compromise or settle such claim. B. If such materials are found to infringe, or in the reasonable opinion of Dynix are likely to be the subject of a claim, Dynix attempt to address the situation as described below in (1)and (2): 1. obtain for Library the right to use such materials; 2. replace or modify the materials so they become non-infringing. If neither (1) nor (2) is reasonably achievable through the best efforts of Dynix, Dynix will request the Library to remove such materials and then refund to the Library the 3 year net book value for Third Party Software products; and in the case of Licensed Software, Dynix will refund the purchase price of the Licensed Software. C. Dynix has no obligation to the extent any claim results from: 1. modification of the materials other than at the direction of Dynix, or 2. use of an allegedly infringing version of the materials, if the infringement could have been avoided by the use of a different version made available to Library. THIS SECTION STATES DYNIX'S ENTIRE OBLIGATION TO LIBRARY AND LIBRARY'S SOLE REMEDY FOR ANY CLAIM! of INFRINGEMENT. 18. LIMITATION of LIABILITY A. NO LIMITATION OR CERTAIN CATEGORIES OF LIABILITY. City of Fort Worth-Page 8 CONFIDENTIAL AND PROPRIETARY 1. Dynix will indemnify the Library and hold the Library harmless from any claim or alleged claim for death, personal injury, or property damage arising in any way from Dynix's negligent acts or omissions from the performance or failure to perform its obligation under this Agreement; 2, Dynix's breach of any applicable license grant; or 3. the non-excludable statutory rights of consumers, e.g., under laws providing for strict product liability. B. LIMITATIONS ON OTHER CATEGORIES OF LIABILITY. Subject to subsection A above and to the extent not prohibited by applicable law: 1. Dynix's maximum aggregate liability for all claims relating to the Agreement, whether for breach of contract, breach of warranty or in tort, including negligence, will be limited to the amount paid by the Library to Dynix (excluding maintenance fees) for the product or service which is the subject matter of the claim; and 2. DYNIX WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER IN BREACH.of CONTRACT, BREACH of WARRANTY, OR IN TORT, INCLUDING NEGLIGENCE, AND EVEN IF DYNIX HAS PREVIOUSLY BEEN ADVISED of THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THE AGREEMENT FAILS of ITS ESSENTIAL PURPOSE. 19. INSURANCE During the-performance of this Agreement, Dynix 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 INIS URA NICE Dynix shall provide sufficiently broad coverage to include: 1. General Liability Insurance 2. Personal Injury Liability `Fhe amount of the policy shall be no less than $1,000,000 Single Limit per occurrence and no more than $2,000,000 in the aggregate, 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 director of Library prior to 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 Library prior to the effective date of such cancellation or change in coverage. No change in coverage shall result in a reduction of the dollar amount of such coverage as specified above. 20. LICENSED SOFTWARE ENHANCEMENTS AND NEW RELEASES Dynix may provide, from time to time as part of maintenance, modifications of the construction and/or design of the Hardware, Licensed Software and/or the Third Party Software. Should Dynix change the software capabilities beyond those required as part of this Agreement, it is the option of Library to accept or reject the installation and use of the software changes. Should Library choose to accept the new software, Dynix will provide Library the necessary installation software and Library shall be able City of Fort Worth-Page 9 CONFIDENTIAL ANDXRW.RIETARY to install the said modifications at its convenience. Dynix personnel will be available during normal business hours for consultation should Library encounter difficulty installing the modifications. In the event that Dynix provides such modifications to Library, Dynix shall supply documentation which shall be sufficient for the use and operation of the System by Library. Should Library elect to install and use the added software functions or capabilities, Library shall be responsible for the costs associated with the purchase, installation and maintenance of the computer hardware necessary to operate same. Library understands that all releases must be installed separately and that new enhancements, and some bug fixes, are not made available without accepting such releases. Fixes of Bugs that are data corrupting or that affect the performance or availability of the System as defined by this Agreement will be provided to Library without requiring that Library install or accept new releases. If the data corruption is occurring at the database level, a new release of the Software may be required to solve the problem. In the event that a new release of Software may require more computer resources than Library currently has available, Dynix agrees that Library may operate the currently installed release of Software until such time Library can install new or upgraded existing computer resources to accommodate the new release. Library may continue to operate the then-current release of Software, which Dynix will continue to support for at least two years from the time of the release of the Software that requires additional computer resources, 21. TERMINATION The parbes agree to attempt to resolve amicably all disputes arising out of this Agreement,employing whenever possible the steps outlined in section 24 below. However, the parties also acknowledge that there may be occasions when a non-remediable material breach of this Agreement occurs or a party refuses or is unable to cure a remediable breach. As such,the following terms regarding termination shall apply: A Either party may terminate this Agreement immediately upon thirty(30)days written notice 1. If the other party commits a non-remediable material breach of this Agreement (non-remediable material breaches include, but are not limited to, violating the intellectual property rights, proprietary rights or other confidential rights of the other party as outlined in this Agreement fraud; complete inability to provide promised material deliverables;etc.);or 2. If the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach. B. Following termination of this Agreement(for whatever reason),each party will deliver to the other any property of the other in its possession or control in good condition,reasonable wear and tear excepted. 22, RETURNS Library may incur restocking fees and other like assessments if it changes the types and quantities of items purchased under this Agreement after the items have been ordered. Returns of Hardware and Third Party Software shall be governed by the manufacturer's policies. 23. ASSIGNMENT No assignment of this Agreement or any right or interest herein by either party will be effective unless the other party has given its written consent to such assignment, which consent will not be unreasonably withheld. However, Dynix may assign its rights to receive payments hereunder without Library's consent. Dynix agrees to give Library thirty(30)days written notice of such assignment 24. DISPUTE RESOLUTION The parties will use reasonable efforts to resolve any dispute arising out of the Agreement through a meeting of appropriate managers from each party, If the parties are unable to resolve the dispute, either party may escalate it to its executives. If an executive level meeting fails to resolve the dispute City of Fort Worth-Page 10 CONFIDENT' ..,,_..,.�.� 3 '� �j within thirty (30) days after escalation, either party may seek any available legal relief. This provision will not affect either party's right to seek injunctive or other provisional relief at any time. 25. NETWORK ACCESS All new network connection requests between third parties and the City of Fort Worth require that the third party and City of Fort Worth representatives agree to and execute a third party connection agreement. This agreement, a sample of which is attached as Schedule 11 outlines the scope of access of all third parties to the city of Fort Worth's network. Final terms of the agreement are to be negotiated by the parties, and must be signed by all parties after full execution of the contract and prior to the grant of any access to the City of Fort Worth's system and or network. The access agreement will be kept on file with the city of Fort Worth Information Technology Solutions department. 26. GENERAL A. 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. This provision does not relieve Customer of its obligation to make payments then owing. B. Nondiscrimination. 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 disability unrelated to job performance, either directly, indirectly or through contractual or other arrangements. C. Non-collusion Covenant. 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 Library. Dynix has received from the Library no incentive or special payments, or considerations not related to the provision of automation systems and services described in this Agreement. D. Publicity. Dynix agrees to submit to the Library all press releases, advertising, sales promotions, and other publicity matters related to any product furnished by Dynix to the Library wherein the Library's name is mentioned, excluding the Dynix customer list and newsletter. Dynix shall not publish or knowingly permit to be published, any such material without the prior written consent of the Library. F. Notices. All written notices required by this Agreement will be effective upon receipt. Notices communicated by electronic mail or facsimile will be deemed to be written. Notices to the parties shall be addressed to: Library: Name: Deborah C. Duke Address: 500 W. 3rd Street, Fort Worth TX 75102 Tel: 817--871-7725 Fax: 817-871-7734 E-mail: dduke fortworthlibra .or Dynix: Name: Bill Davison Address: 400 W. Dynix Drive, Provo, VT 84604 Tel: (801)233-5267 Fax: (801)223-5202 E-mail: bdavisgD@dynix.com F. Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. City of Fort Worth-Page 11 CONFIDENTIAL AND PROPRIETARY G. Invalidity. 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. H. Survival. Rights and obligations under the Agreement which by their nature should survive will remain in effect after termination or expiration of the Agreement. L No Waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. J. Modification. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. IC Section Readings. Headings and titles used in this Agreement are for reference purposes only and shad not be deemed a part of this Agreement. L. Entire Agreement. This Agreement constitutes the parties' entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties, and prevails over any conflicting or additional terms contained in any quote, purchase order, acknowledgement, or other communication between parties relating to its subject matter during its term. M. Counterparts. The parties agree that this Agreement may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and that facsimile signatures shall be as effective and binding as original signatures. N. This Agreement will be governed and construed according to the laws of the State of Texas. This Agreement is performable in Tarrant County, Texas. Venue shall lie exclusively in Tarrant County, Texas. 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 later date shown below. Dynix Corporation City of FvWorth a i Title: Title: S:rl-om Ot 7 Date: �-710 1 Date: ;? APROVED TO PORN AND LEGALITY 1,�/231 ),r P Assistant City Attorney AffE�~1 '� JA 117 City of Fort Worth-Page 12 CONFIDENTIAL A _.n Cont*_".-act Authorization Date SCHEDULE 1 CONFIGURATION#43343 Horizon System Configuration for 350 Staff Licenses for Use with any Software module, and Unlimited Public Access Users, for shared use by the Library and other Libraries. Unit Total Annual Qty Description Price Price Maint DYNIX SOFTWARE 1 Horizon Public Library Suite 217,875 2171875 32,681 General Horizon Cataloging Horizon Circulation Horizon Information Portal Horizon Kids' Information Portal Horizon Acquisitions Horizon Debt Collect Horizon Inventory Horizon Community Resources Horizon Home Service 1 Horizon Serials Control 261976 26,976 4,046 1 Horizon Reserves 131488 13,488 21023 1 Horizon Media Scheduling 13,488 137488 21023 1 Horizon Remote Patron Authentication Existing Existing D nix Customer Lo alt Discount: (81,548) i DA TABA SE SOFTWARE 1 Database Software(Sybase) 92421 921421 137853 1 Additional Database-Same Profile 21000 21000 335 1 Database Software Add. DB on separate server 81670 8570 1,440 ADDITIONAL SOFTWARE Additional Horizon Staff User Licenses 30 Horizon Staff User License 400 12,000 11800 * increase Horizon staff user count from 320 to 350 Vietnamese Horizon Information Portal 1 Vietnamese Horizon Information Portal 71500 7,5x0 Horizon Consolidated Searching City of Fort Worth-Page S-1 CONFIDENTIAL AND PROPRIETARY 77 51-150 Translators 150 111550 11,55p 1 Horizon Enriched Content(Public) 143825 14,825 141825 Elements Selected Are: Fiction & Bio Table of contents Summaries/An notations Chapters/Excerpts Cover images PW Reviews U Reviews SU Reviews Author Notes PERIPHERAL SOFTWARE 1 Horizon Web Reporter 311860 311860 41752 22 Horizon Web Reporter 4 Horizon Web Analyst 1 Horizon Web Reporter System Admin Horizon Web Reporter Pro-Maintenance 6 Additional Horizon Web Analyst 700 41200 11146 1 Additional Horizon Web Reporter System Admin 11485 11485 446 Note : Web based prerecorded training is included with the purchase of Horizon Web Reporter. DATA SERVICES HORIZON DATA LOAD SERVICES 1 MARC Data Load Setup & Consultation 61000 61000 Desc: Includes Consultation, test load(s), data tuning, and -profiling while in implementation. Requirement: The library will provide clean MARC records with item tags. 1 MARC Bibliographic and item Record Load 111200 117200 1 Authority Control Processing (Standard) 39,200 39,200 Desc: Bib records are upgraded to current Library of Congress authority control standards and matched authority records are returned. 1 Community Resources Record Load NfC NIC Desc: Load MARC community resource records and excel file per RFP 9.7.11 1 Acquisitions Data Load 1 Over 500,000 bib records 87500 81500 1 Circulation Transaction Migration 1 Over 500,000 bib records 71500 71500 1 MARC Hold (Serial) Data Load 11 Over 500,000 bib records 81500 81500 City of Fort Worth-Page S-2 CONFIDENTIAL AND PROPRIETARY 1 Patron File Load-one Time 21500 21500 1 Authority Test Set as per Schedule 5.A.2 21000 21000 HORIZON CUSTOM DATA SERVICES 3 custom Programming Days-special setup of 11600 41800 OPAL IMPLEMENTATION SERVICES 2 Pre-installation and Database Design Planning 11500 31000 Days Profile and map system, determine indexes and MARC maps, decide collection and location codes, circulation _privileges, borrower types and barcodes (to be held at Dynix, inc., or iLearn SERVER STAGING 1 Local Server Staging (at Dynix) 41000 41000 Staging for: DATABASE SERVER HORIZON INFORMATION PORTAL SERVER TEST&TRAINING SERVER R PA HORIZON WEB REPORTER SERVER INTEGRATION 1 On-site Server Integration (at the library) 3,750 31750 Integration for: DATABASE SERVER 1 Additional On-site Server integration (at the 11600 1,500 library) Integration for: HORIZON INFORMATION PORTAL SERVER TEST&TRAINING SERVER RPA HORIZON WEB REPORTER EDUCATION SERVICES HORIZON TRAINING 18.5 Total Training Days 11100 20,350 1 Base Onsite Education Package (3 Days) Training Subjects: Searching Cataloging Circulation City of Fort Worth-Page S-3 CONFIDENTIAL AND PROPRIETARY QuickStart System Administration 1 PUBLIC Onsite Education Package (3.5 Days) Training Subjects: OfFline Circ Home Services Community Resources Inventory Acquisitions 1 Horizon Serials (1.5 Da s 1 Horizon Reserves (1 Days) 1 Horizon Media Scheduling (0.5 Days) Training Add-on 9 Elective Horizon Training (To be determined by (1 Days) Libra *dates and training subject to be determined later SERVER HARDWARE WARE HORIZON INFORMATION PORTAL SERVER 1 Dell PowerEd a 2800 Server 71568 71568 11135 2 x 3.2 GHz Intel Xeon Processor(s)with 1 MB cache 4096 MB DDR2 SD RAM Memory 2 x 36 G B 10000 rpm Hot Swappable Disk(s) Internal HW RAID Media: CDRWIDVD, 1.44 MB Flopp DAT72 Tape Drive 17 Inch Monitor MicroSoft Win 2003 Server 3 Year, 4-Hour ResponseIA/arranty Uplift - - RPA SERVER 1 Dell PowerEd a 2800 Server 61345 61345 952 1 x 3.2 GHz Intel Xeon Processor(s)with 1 MB cache 2048 MB ECC DDR Memory 2 x 36 GB 10000 rpm Hot Swappable Disk(s) Internal HW RAID Media: CDRWIDVD, 1.44 MB Floppy DAT72 Tape Drive 17 inch Monitor M icroSoft Win 2003 Server 3 Year, 4-Hour Response Warranty Uplift - - City of Fort Worth-Page S-4 CONFIDENTIAL AND PROPRIETARY t ' r 1 -. r• r3 r • f 1, rl)r I wwtirawwya.w-y.yw Y�.Ylrrr a TEST/TRAINING DATABASE SERVER 1 Sun Fire 280R Server 15,672 15,672 39156 1 x 1.2 UitraS arc III Processors with 8 MB cache 2048 MB ECC DI MM Memory 2 x 73 GB 10000 rpm Hot Swappable Disk(s) Media: DVD-ROM , No Floppy 17 Inch Monitor Solaris 9 1 st Year, 4-Hour Response Warranty Uplift 11134 11134 WEB REPORTER SERVER 1 Dell PowerEd a 1750 Server 71186 7,186 11078 2 x 3.06 GHz Intel Xeon Processor(s)with 512 KB cache 4096 MB ECC DDR Memory 2 x 73 GB 10000 rpm Hot Swappable Disk(s) Internal HW RAID Media: C DRWIDVD , 1.44 MB Fl9ppy 0 Tape Drive 17 Inch Monitor MicroSoft Win 2003 Server 3 Year, Next-Business Day Response Warranty - - Uplift SERVER ACCESSORIES SUPPORT SOFTWARE 3 Symantec pcAnywhere 10.5 (Host/Remote) 208 624 - OPERATING SYSTEM! SUPPORT 4 OS Technical Support- (Additional Servers) 41000 Includes: -Operating system tuning assistance -Operating system patches (upon request) - Phone support for general questions concerning the operating system - Hardware break-fix support is subject to Vendor Contract purchased and maintained MAINTENANCE MODEMS 4 Multitech 33.6K Modem with DB9 Cable 159 636 120 BUNDLED HARDWARE TELEPHONE MESSAGING 1 Telephone Messaging -4 Analog Lines Existing Existing SUPPLIES Documentation Bundle 1 Horizon Public Library Suite Doc And Media 1 Horizon Cataloging Documentation Kit - 1 Horizon Circulation Documentation Kit - City of Fort Worth-Page S-5 CONFIDENTIAL AND PROPRIETARY 1 Horizon Information Portal Documentation Kit - 1 Horizon General Documentation Kit 1 Horizon Acquisitions Documentation Kit 1 Horizon Debt Collect Documentation Kit 1 Horizon Release 7.3 Community Resources User's and - Administrator's Guide 1 Horizon Release 7.3 Home Service User's and - Administrator's Guide 1 Horizon Serials Documentation Kit 1 Horizon Release 7.3 Reserve Book Room User's and Administrator's Guide 1 Horizon Consolidated Searching Documentation Kit 1 Horizon Enriched Content Documentation Kit - 1 Horizon Release 7.3 Media Scheduling User's - Guide 1 Horizon Release 7.3 Telephone Messaging User's and Administrator's Guide 1 Horizon Remote Patron Authentication - Documentation Kit SYSTEM TOTAL 538,855 101,372 Shipping: 11518 Additional Offered Discount: (77,621) TestlTraining Database Discount: (800) Authority Control Processing Discount: (91300) December 2004 signing Discount (59000) Total Offered Discount: (92,721) GRAND TOTAL 4471652 1 10'1,372 The Library is purchasing 350 staff user licenses under this Agreement. Should an Other Library elect not to join in use of the System, Dynix will adjust the purchase price by $400 per staff user license that will not be used because of the Other Library's election not to join. For purposes of such price adjustment, the number of staff user licenses allocated to each Other Library shall be as shown in the Library's Request for Proposal, table 1-3, column 7, with the following chana Benbrook: 5 total staff PCs rather than 2 Burleson: 11 total staff PCs rather than 3 Haltom City: 16 total staff rather than 3 . City of Fort Worth-Page S-6 CONFIDENTIAL AND PROPRIETARY SCHEDULE 1 A OTHER THIRD-PARTY PRODUCTS FOR USE BY THE LIBRARY(CONFIGURATION#43099} Unit Total Annual Qty Description Price Price Maint ADDITIONAL SOFTWARE Print Management 345 LPT:one Print Client 27 91315 11725 16 LPT:One Print Release Station 650 191466 11776 1 Enterprise Manager Module (to Manage all release 11250 17250 213 stations PC Management 345 PC Reservations Client Module 27 91315 11725 16 PC Reservation Management Console 925 141800 21512 1 Authentication and Accounting Module 37995 31995 Install 1 On-Site Install (7days) and System Development 117075 11,075 Coin &Bill Acceptor 16 Coin & Bill Acceptor 21540 40,640 PERIPHERAL HARDWARE PORTABLE DATA COLLECTION 30 PSC Falcon PT40 Includes: 256 KB memory, Dock, 11090 321700 71800 Battery, Cable NETWORK-PRINTER 16 HP LaserJet 4250n 11313 211008 PRINTERS- RECEIPT 80 Epson Impact Parallel Receipt Printer, gray 388 311040 61208 autocutter 80 . Epson Black Printer Ribbon for TM-U220 AC 2.40 192 SYSTEM TOTAL 1853730 21,959 Shipping: 1,259 Print/PCManagement Discount: (91016) 5% Peripheral Discount: (4,247) Total Discount: (13,263) GRAND TOTAL 173,726 21,959 City of Fort Worth-Page S-7 CONFIDENTIAL AND PROPRIETARY ll3 it k� F SCHEDULE 1 B OTHER THIRD-PARTY PRODUCTS FOR USE BY OTHER LIBRARIES This agreement may be amended to purchase third party products for use by Other Libraries and to adjust payment schedules accordingly. Please see schedule 1 D for products and prices. City of Fort Worth-Page S-8 CONFIDENTIAL AND PROPRIETARY i SCHEDULE I c CONFIGURATION OPTIONS FOR THE LIBRARY NOTE: Unless otherwise indicated, pricing of optional items does not include installation charges. Pricing shall remain fixed for two years from the Effective Date for Dynix-developed software and 180 days from the Effective Date for all other products and thereafter shall be subject to change without notice. Unit Total Annual otr Description Price Price Maint OPTION ITEMS Horizon Web Reporter Licenses 1 Horizon Web Reporter 500 500 75 1 Horizon Web Analyst 700 700 105 1 Horizon Web Professional 1 10485 1 11485 223 Education Services HORIZON TRAINING 1 Elective Horizon Training Day 1 1100 11100 *onsite training must have a minimum of 3 days Supplies RECEIPT PRINTER SUPPLIES 1 Epson Impact Receipt Paper 3X3, 50 Rolls 39.40 39.00 Unit Total Annual Qty Description Price Price Maint Horizon Digital Library 1 Horizon Digital Library Tier A(1 Processor) 34,800 341800 51264 Late Scanning Software 1 ScanSoft Omnipage Pro Scanning and Conversion 599 599 - software(1 User) Database Software for Digital Library 1 MS SQL 2K Standard Run Time Edition Lic. (Per 3,015 31015 452 Processor 1 Dynix Support for MSSQL Server 2000 11500 19500 11500 DATA SERVICES 1 Digital Library Profiling and Consultation 800 800 City of Fort Worth-Page S-9 CONFIDENTIAL AND PROPRIETARY IMPLEMENTATION SERVICES SERVER STAGING 1 Local Server Staging (at Dynix) 869 890 Stag ing for: Horizon Digital Library Server SERVER INTEGRATION 1 Remote Server Integration (via telephone) 800 800 Integration for: Horizon Digital Library Server SERVER HARDWARE HORIZON DIGITAL LIBRARY SERVER 1 Dell PowerEd a 2600 Server 91314 91314 11397 1 x 3.06 GHz Intel Xeon Processors with 512 KB cache 2048 MB ECC DDR Memory 4 x 73 GB 10000 rpm Hot Swa able Disk s Internal HW RAID Media: 24x I DE CD-ROM , 1.44 MB Floppy 1601320 GB SDLT Tae Drive 17 Inch Monitor Microsoft Win 2003 Server 3 Year,4-Hour Response Warranty Uplift - - SERVER ACCESSORIES SUPPORT SOFTWARE 1 Symantec pcAnywhere 10.5 (Host/Remote) 208 208 OPERATING SYSTEM SUPPORT 1 OS Technical Support-(First Dell Server) 21600 MAINTENANCE MODEMS 1 Multitech 33.6K Modem with DB9 Cable 159 159 39 UPS 1 Liebert Upstation GXT2U Online 1 000 VA UPS 1 1050 11050 189 1 1 Year Extended Maintenance (3 yrs. total) 23 23 1 Liebert Multilink License for 1 Computer Free Download Note: Liebert UPS Includes: -Liebert Two Year Warrant . - 10 foot loqg input cord With a NEMA 5-15Pplug for GXT2U 1000 and 1540 SYSTEM TOTAL 531068 12,432 Shipping: 678 Discount quoted in Best and Final Offer -$21687 GRAND TOTAL 51,059 12,432 City of Fart Worth-Page S-1 g CONFIDENTIAL AND PROPRIETARY Checkpoint Self-Charge Stations 1-Tech Logic Barcode Self Check with Cabinet(Left Scan Option) $15,642 Includes: PC, Touch Monitor, Flush Mount Printer, Barcode Reader, Software, Installation & Training, Table Top&Cabinet Estimated first year maintenance following any manufacturer warranty shall be$2,346. 1-Tech Logic Barcode Self Check Out in Existing Circ Desk(Left Scan Option) $11,360 Includes: PC, Touch Screen, Flush Mount Printer, ScanEZ Barcode Reader, Software, onsite Installation and Training, Architect Kit, Wear Resistant Table Top. Estimated first year maintenance following any manufacturer warranty shall be$1,704. City of Fort Worth-Page S-11 CONFIDENTIAL AND PROPRIETARY SCHEDULE 'ID CONFIGURATION OPTIONS FOR OTHER LIBRARIES NOTE: Unless otherwise indicated, pricing of optional items does not include installation charges. Pricing shall remain fixed for two years from the Effective Date for Dynix-developed software and 180 days from the Effective Date for all other products and thereafter shall be subject to change without notice. Unit Total Annual City Description Price Price Maint ADDITIONAL SOFTWARE Print Management 1 LPT:One Print Client 27 27 5 1 LPT:One Print Release Station 6501 550 111 PC Management 1 PC Reservations Client Module 27 27 5 1 PC Reservation Management Console 925 925 157 Install ' 1 On-Site Install (1 day) and System Development 11750 1 1750 Coin & Bill Acceptor 1 Coin & Bill Acceptor 29540 2,540 PERIPHERAL HARDWARE PORTABLE DATA COLLECTION 1 PSC Falcon PT40 Includes: 256 KB memory, Dock, 11090 1,099 260 Battery, Cable NETWORK-PRINTER 1 HP LaserJet 4250n 11313 11313 - PRINTERS-RECEIPT 1 Epson Impact Parallel Receipt Printer, gray 388 388 77.69 autocutter 1 Epson Black Printer Ribbon for TM-U220 AC 2.49 2.40 City of Fort Worth-Page S-1 2 CONFIDENTIAL AND PROPRIETARY r r , SCHEDULE 2 SCHEDULE OF ACTIVITIES Dynix and the Library hereby agree to the following schedule for implementation of the System. Following contract execution, Library and Dynix will have 30 days to amend and finalize the schedule of activities. Start Date End Date Project Start Tuesday, January 11, 2005 Discuss Specific Details of Implementation Schedule Delivery of Software and Documentation to the Client Milestone: Delivery of Client Licensed Software Modules to Library Load Horizon Test Data 7 Monday,January 31, Monday, February days 2005 0712005 Extract the Test Data Load the test records on your Horizon database System Profiling 28 Monday, February Monday, March 07, days 07, 2005 2005 Profiling Sessions#1 with Library Consultant 2 Thursday, February Friday, February 11, days 10, 2405 2005 Profiling Session#2 with Library Consultant 2 Tuesday, March 01, Wednesday, March days 2005 02, 2005 Reload of Horizon Test Data 1 Monday, March 07, Tuesday, March 08, days 2005 2045 Extract the Test Data Load the test records on your Horizon database Testing 48 Tuesday, March 08, Monday, April 25, days 2005 2005 Review Test data against the entered profiles Server Staging Horizon Information Portal Server 21 Monday, April 04, Monday, April 25, days 2005 2005 Order and Receive Server 14 days Remote Install 1 days Test and Training Server 21 Tuesday, May 10, Tuesday, May 31, days 2005 2005 Order, Receive and Stage Server at Dynix RPA Server 21 Wednesday, June 15, Wednesday,July 06, days 2005 2005 Order and Receive Server Webreporter Server 21 Wednesday, June 15, Wednesday,July 06, days 2005 2005 Order and Receive Server Milestone: Delivery of Hardware and Third-Party Software to Library Sign- 0 Monday, April 25, Monday, April 25, City of Fort Worth-Page S-13 CONFIDENTIAL AND PROPRIETARY offs days 2005 2005 Send Testload Data sign-off form to Dynix(Document: Testload Acceptance) Send Profile Acceptance form to Dynix(Document: Profile Acceptance) Milestone: Successful Completion of Data Test Load and Acceptance of Authority Record Load and Profile Setup of Training Environment 7 Monday, April 25, Monday, May 02, days 2005 2005 Configure/partition V880 for Test Load for Training Load copy of test load onto V880 Database Install and Setup of Information Portal for Training Training on Test Database of Fort Worth's 23 Tuesday, May 03, Thursday, May 26, Data days 2405 2045 Complete Core Training 3 Tuesday, May 03, Thursday, May 05, days 2005 2005 Complete Additional Training (as listed in 3 Tuesday, May 10, Thursday, May 12, contract) days 2005 2005 Complete Additional Training (as listed in 3 Tuesday, May 17, "rhursday, May 19, contract) days 2005 2005 Peripherals 14 Monday, April 25, Monday, May 09, days 2005 2005 Setup Sessions with Peripheral Specialist 14 Monday, April 25, Monday, May 09, days 2005 2005 Profiling Sessions#3 with Library Consultant 2 Tuesday, May 03, Thursday, May 05, days 2005 2005 Authority Load 35 days Extraction of Data from Dynix 4 Friday, April 29, 2005 Tuesday, May 03, days 2005 Return of Data from Third Party Vendor 28 Tuesday, May 03, Tuesday, May 31, days 2005 2005 Production Data load and Software Check 29 Tuesday, May 31, Wednesday, June 29, days 2005 2005 Load Authority Controlled bib and Record Files onto SUN Test/Training server in Provo Extract and Load Patron Records 27 Tuesday, May 311 Monday, June 27, days 2005 2005 Perform Software Check(Document: 2 Tuesday, June 28, Wednesday, June 29, Software Checklist) days Zoos 2005 Milestone: Successful Completion of Production Data Load/Migration Hardware Installation 7 Wednesday, June 29, Wednesday, July 05, days 2005 2005 Ship Test and Training Server 5 Wednesday, June 29, Monday, July 04, 2005 days 2005 Install Test and Training Server, RPA and 3 Wednesday, July 06, Friday, July 08, 2005 Webreporter Server days 2005 Transfer Production Data from Test and Training Server to V880 Gap Load and Cut-over 5 Wednesday, July 13, Tuesday, July 19, days 2005 2005 Cataloging and Patron Data Gap Load 3 Wednesday, July 13, Friday,July 15, 2005 City of Fort Worth-Page S-14 4 CONFIDENTIAL AND PROPRIETARY days 2005 Stop cataloging and making patron 0 Wednesday, July 13, Wednesday, July 13, record changes days 2005 2005 Extract bib,item, and patron records 0 Wednesday, July 13, Wednesday, July 13, days 2005 2005 Load gap data for bib, item and 3 Wednesday, July 13, Friday, July 15, 2005 patron records days 2005 Load Acquisitions and Serials Data Circulation and Item Data cutover 4 Monday, July 18, Thursday,July 21, days 2005 2005 Stop circulation and discontinue use 0 Monday, July 18, 2005 Monday, July 18, 2005 of existing system days Extract circulation data 0 Monday, July 18, 2005 Monday, July 18, 2005 days Load circulation data 4 Monday, July 18, 2005 Thursday, July 21, days 2005 Process Horizon Qffline Circulation 0 Thursday, July 21, -rhursday, July 21, data into Horizon days 2005 2005 Horizon Go Live 0 Thursday,July 21, Thursday,July 21, days 2005 2005 Begin using your new Horizon system Milestone: Successful Completion or Waiver of Functional Acceptance Test Milestone: Successful Completion or Waiver of Response Time and Reliability Acceptance Tests Project Wrap Up 14 Thursday,July 21, Thursday, August days 2005 0492005 Begin to submit issues to Support using Log Express City of Fort Worth-Page S-1 5 CONFIDENTIAL AND PROPRIETARY r , SCHEDULE 3 DATA LOAD SERVICES DETAIL Preparing Library's Data. Dynix will conduct a check of the Library's data and will provide the Library with a report detailing problems with any data codes. The Library will then perform a data cleanup prior to the migration of data to Horizon based upon the report provided by Dynix. Extraction of Sample Data. (1) Library and Dynix will jointly develop data load specifications. These specifications (the "Load specifications") shall be set forth in writing by Library. Dynix will assist Library in identifying inaccuracies or deficiencies in the Load Specifications as revealed by actual loading and will work with Library to revise the Load Specification as appropriate. Revisions made as the result of inaccuracies in the Load Specifications may result in delays in record processing and additional charges. Additional charges will be levied on a case by case basis depending on the number or severity of revisions that are required. Generally, if it will take Dynix more than 30 minutes to complete a revision, charges will be levied. (2) Dynix shall then pull up to twenty thousand (20,000) each of the Library's bibliographic, items and patron records and all the order and serial checkin records (the "Test Set") that shall be used to verify that processing will be done according to specifications. (3) After Dynix delivers the processed record information, Library shall promptly review the Test Set and identify any discrepancies between the processed data and the Load Specifications. Examples of discrepancies shall be clearly reported to Dynix. (4) Dynix will correct all reported problems as identified in (3) above. Steps 3-4 will be repeated until the Test Set is properly loaded according to the Load Specifications. (5) Dynix and Library agree that Dynix shall not be responsible for fixing problems not identified by the Load Specifications nor for correcting erroneous records in the Library's Dynix I LS system. The Data Load Test shall be successfully completed when the Test Sets have been processed to meet the Load Specifications. Following the Data Load Test, Dynix shall proceed with the production data load. Submit Data to Dynix. Dynix will extract all pertinent data files in standard MARC from Library's current system. After the data extraction, Library will continue working on its existing Dynix system. Library may continue to catalog as normal. Production Data Load. Once the Test Dataload Acceptance form is received, Dynix will begin the Production Dataload onto Library's Database Server. Once the full data set has been received, all test data will be deleted from Library's database. The Production Data Load will include the following: item, patron, authority-controlled bibs and authority record files. Dynix will then load the Production data into Library's database. At this point, further changes to indexes and indexing MARC maps is difficult and change to authority control is impossible. These changes must be finalized during the Test Load. Once Library has tested the production data load, it will be required to signoff on the production data load. Cutover to Horizon System. At some point after the installation of the Database Server at Library, Library will stop cataloging on its current system. Dynix will extract a gap file of all the bibliographic records that have been added or changed since the production data was extracted. The gap data shall then be loaded onto the Database Server. once the gap bibliographic and item data is loaded, the other data sets can be loaded, and Library will be required to signoff on the final data. Library will then begin working on its new Horizon system. At this point, Library may discontinue use of its current system. City of Fort Worth-Page S-1 6 CONFIDENTIAL AND PROPRIETARY Authority Records: Library shall have the option to have Dynix load a file of MARC authority records supplied by Library or have the Dynix create authority files of the headings in the bibliographic records. Bibliographic Records/MARL load: Load records from a single source creating one bibliographic record for each MARC record in the Dynix I LS system. Holding Creation/Item Records: Item records will be migrated from the current system and will be provided by Library. Dynix will automatically assign collection codes, item loan types, and Library/branch designations to each item based on information supplied by Library. Patron File Load: Dynix will provide a borrower import program to allow Library multiple loads of patron records in a published standard data format. Circulation Data Load: Dynix will transfer circulation transaction files from the existing Dynix ILS system (i.e., holds, delinquencies, fines, and loan information) onto the System. Histories (closed transactions)will migrate. Acquisitions Data Load: Histories (closed transactions)will not migrate. Serials Data Load: Dynix ILS serials records for issue receipts, holding, claims, routing, and existing Dynix ILS serial copy records will be converted into Horizon format and loaded by Dynix into the Horizon System. Serials publication pattern information can be converted to the Horizon System. Other Data: Other data will be loaded as applicable. Specifically, Dynix will convert to the format of the System and load into the System the following files of machine--readable records to be provided by the Library. Appendices 1.1-1.3 of the Request for Proposals provide a narrative description of the files listed below and documents their formats. (1) (2) (3) Lists of Reference Estimated Other Library Files to Appendix 1 Number of Records (1) Fugitive Facts Appendix 1.1 2.500 (2) obituary Index Appendix 1.2 75,500 (3) Local biography file Appendix 1.3 5,400 (4) Early Fort Worth Newspaper Index Appendix 1.4 15,600 RFP APPENDIX 1.3 Description of Library's LOCAL biography index Database. The Local Biography Index is an index to local citizens in early-published books about Fort Worth, Tarrant County, and North Central Texas. It is currently in a Microsoft Excel spreadsheet. City of Fort Worth-Page S-17 CONFIDENTIAL AND PROPRIETARY '.'�7 r II J w .Lam•J u.. SCHEDULE 4 PAYMENT SCHEDULE MILESTONE PERCENTAGE of CONTRACT Delivery of Client Licensed Software Modules to Library 10% Successful Completion of Data Test Load and Acceptance of Authority Record Load and Profile 15% Delivery of Hardware and Third-Party Software to Library 25% Successful Completion of Database Production Data Load/Migration 20% Successful Completion or Waiver of Functional Acceptance Test 15% Successful Completion or Waiver of Response Time and Reliability Acceptance Tests 15% 100% All Acceptance Tests will be attempted within ninety (90)days of Successful Completion Database Load/Migration unless otherwise noted on Schedule 5. City of Fort Worth-Page S-18 CONFIDENTIAL AND PROPRIETARY SCHEDULE 5 ACCEPTANCE TESTS Exhibit A DATA LOAD TEST PURPOSE: The purpose of the Data Load Test is to verify that Library's data files will be properly processed. TIMING: The test will be performed after all test records have been loaded and processed and may overlap other tests. PERFORMED BY: Library staff in conjunction with Dynix staff. TEST METHODOLOGY: (1) Library and Dynix will jointly develop data load specifications (the"Load Specifications")which shall be set forth in writing by Library. Dynix will assist Library in identifying inaccuracies or deficiencies in the Load Specifications as revealed by actual loading and will work with Library to revise the Load Specification as appropriate. Revisions made as the result of inaccuracies in the Load Specifications may result in delays in record processing and additional charges. (2) Library shall identify by control number(e.g. Dynix Bib number, ISBN, LCCN, OCLC)and provide on a mutually agreed upon medium (e.g., FTP, e-mail) for direct input up to twenty thousand (20,000) each of bibliographic, item, patron, order, and serial checkin records, (the"Test Set")that shall be used to verify that processing will be done according to specifications. Processing will include extraction of data from the Dynix records into the Horizon records, translation of Dynix codes to Horizon codes, and sending test bib records to LT1 in order to test authority control processing. Library is responsible for selecting an accurate and representative Test Set. The records must include an identifiable match point(e.g. control number, ISBN, LCCN, OCLC#etc.) (3) Dynix shall develop and/or modify programs on Library's system to process the data files according to the Load Specifications. Library will then load the Test Set from tape via all Dynix documentation described methods. Thereafter, Library will execute all appropriate searching commands as described by current Dynix documentation. (4) Following Dynix's delivery of the processed record information for examination, Library shall promptly review the Test Set and notify Dynix of any discrepancies between the processed data and the Load Specifications. (5) Dynix will correct all reported problems as identified in (4) above. Steps 3-4 will be repeated until the Test Set is properly loaded according to the Load Specifications. (6) Dynix and Library agree that Dynix shall not be responsible for fixing problems not identified by the Load Specifications nor for correcting erroneous records supplied to Dynix by Library. ACCEPTANCE: The Data Load Test shall be successfully completed when the Test Set has been processed to meet the Load Specifications. If Dynix receives no notice of load discrepancies within seven (7) working days of delivering the processed records information for examination, the test shall be deemed successful. Upon successful completion of the Data Load Test Library shall pay the applicable invoice. City of Fort Worth-Page S-'19 CONFIDENTIAL AND PROPRIETARY REMEDY: Library's exclusive remedy is to have Dynix re-perform the services in accordance with the warranties section of the Agreement. City of Fort Worth-Page S-20 CONFIDENTIAL AND PROPRIETARY F � SCHEDULES ACCEPTANCE TESTS Exhibit B MODULE FUNCTIONALITY TEST PURPOSE: The purpose of the Module Functionality Test is to verify that the functional capabilities of the Licensed Software purchased have been delivered. TIMING: Testing will coincide with the installation of the various modules and shall be completed or waived within ninety(90)days of Day 1 of production operations with a given module. PERFORMED BY: Library staff. TEST M E'rHODOLOGY: (1) Library may compare the Software with the applicable user manuals to ensure that the functions exist and are operational. (2) Functions which do not operate properly shall be noted and reported in writing to Dynix. (3) Dynix 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 Dynix, Library shall retest the function and confirm that the function has or has not been resolved. (4) Dynix and Library 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 Licensed Software shall not prevent the Module Functionality Test from being accepted. ACCEPTANCE: The Module Functionality Test for a given module will be successfully completed and Library obligated to pay the applicable invoice when each problem properly reported in the ninety (90) day test period has been resolved. In the event that Dynix receives no notice regarding non-functioning items within ninety (90) days of Day 1 of Production Operations, then the Module Functionality Test will be deemed to have been successfully completed and Library shall pay the appropriate invoice. The foregoing does not relieve Dynix of any obligation to make operational each function as per the Warranties section of this Agreement. The thirty (30)day period will only be extended due to reasons of force majeure. REMEDIES: Library's exclusive remedies are those set forth in the Warranties section of the Agreement. Should Library determine that aspects of the Software that are not reasonably testable during the Module Functionality Test timeframe (see paragraph 4 under Test Methodology above) do not function in accordance with the applicable user manuals, then the terms and conditions of the Module Functionality Test may be invoked. The Library's remedies shall be those set forth in the Warranties section of the Agreement with the monetary cap being $100 per breach. City of Fort Worth-Page S-21 CONFIDENTIAL AND PROPRIETARY C SCHEDULE 5 ACCEPTANCE TESTS Exhibit C SYSTEM RELIABILITY TEST PURPOSE: The purpose of the System Reliability Test is to demonstrate and verify that the System operates at a 98% reliability level for an extended period of time. TIMING: This test will begin upon completion of installation of the Database Server and Information Portal and Test Database servers, and after training of the first Licensed Software module. PERFORMED BY: Library staff. TEST METHODOLOGY: (1) The System is defined as all Hardware and Software installed and maintained by Dynix to date. (2) Within a total test period of ninety (90) days, a successful performance period of thirty (30) days must be completed. The total test period and the successful performance period are calendar days, excluding holidays. (3) This test may be overlapped with other testing procedures. (4) The System must be available for ninety-eight percent(98%)of Library's normal business hours. (5) Library may stop and restart the test, and the time during which the test has been stopped at Library's option shall not count as downtime nor as part of the performance or test period. In no event shall such interruption(s)of the test extend beyond a total of five(5)days per test. (6) Library and Dynix will each maintain an operations log. Each downtime occurrence, as defined below, shall be measured, calculated, and logged separately into the operations log. (7) Downtime is defined as the amount of time between the moment Dynix is notified of the occurrence and the moment that the outage is successfully resolved during both Library's Normal Business Hours and the hours Library is covered by a Dynix Maintenance Agreement. Not to be counted as downtime: -holidays -other times when Library is officially closed -times when Library has not contracted for maintenance coverage -all scheduled preventative maintenance downtime -downtime due to power failures -downtime due to improper environmental conditions -downtime due to Library's staff(operator)error -outages which do not affect Library operations or System performance -outages for which on site spares are available -outages caused by items not provided by Dynix (8) All downtime shall be measured by rounding to the nearest increment of 6 minutes. At the conclusion of each downtime period, the downtime value resulting from each occurrence will be computed to arrive at the total amount of downtime. Under no circumstances shall a downtime coefficient value of more than 1.0 be used in calculating the minutes of downtime. (A) The formula for calculating each occurrence of downtime is as follows: (d)=downtime coefficient value City of Fort Worth-Page S-22 CONFIDENTIAL AND PROPRIETARY (m)= number of minutes of downtime (t)=total downtime[for that occurrence] FORMULA(t)=(d)x(m) (B) The downtime coefficient value shall be assigned according to the following table: Hardware Ma for Outage: 1.00-- Central processing unit 1.00-- Disk drive(s)controller 1.00-- Main memory Hardware Minor Out teach device) 0.05-- Workstations 0.05— Barcode readers 0.25— Tape drive 0.10— Portable optical readers/terminals 0.10— Modems 0.05— Any other vendor supplied Equipment currently under maintenance with Dynix. Software Ma'o� r outage: 1.00-- Checkout 1.00— Checkin 1.00— Bibliographic file update 1.00— Patron file update 1.00— Item file update 1.00— Information Portal title inquiry Software Minor Outa e: (per function) 0.50-- Hold 0.50— Fine payment 0.50— Patron name inquiry 0.50— Authority file update 0.50— Receiving items in Acquisitions or Serials 0.50— Cataloging items in Media Scheduling 0.50-- ordering items 0.50— Adding reserve items 0.25— Updating funds 0.25-- Claiming Any software functions not specifically identified above will not be included in the downtime calculation until they remain uncorrected for a period of 15 scheduled business hours. At that time, they will automatically carry a coefficient value of 0.10. Only those items of the System covered by maintenance shall be considered in downtime calculations. (9) In the event that at any time during the test the cumulative downtime exceeds the allowable two percent (2%) for the entire test, the test shall automatically restart at the point the problem has been solved. Library shall notify Dynix in writing within seven (7) days of the date the System Reliability Test is restarted. Notification shall include a copy of the log. ACCEPTANCE: The System Reliability Test shall be successfully completed when the System has run thirty (30) days with ninety-eight percent(98%) or greater uptime. If no notice of downtime is received by Dynix within thirty (30) days of Day 1 of Production Operations or the restart of the test, the test shall be deemed successful. City of Fort Worth-Page S-23 CONFIDENTIAL.AND PROPRIETARY REMEDIES; In the event that Dynix is unable to successfully complete the test within the total test period, Library's exclusive remedy is for Dynix, at Dynix's sole option, to replace any of the components under Dynix warranty or maintenance which have caused the test to fail. Any and all costs associated with said replacements shall be borne by Dynix. The test shall not be restarted until said replacements have been made; or This remedy shall be Library's exclusive remedy in the event Dynix is unable to pass the System Reliability Test within the total test period. City of Fort Worth-Page S-24 CONFIDENTIAL AND PROPRIETARY J J � y.L•.1 r• . i SCHEDULE 5 ACCEPTANCE TESTS Exhibit D RESPONSE-TIME ACCEPTANCE TEST Performance of a Response-Time Acceptance Test following Day 1 of Production operations shall be according to the provisions of Section 10.A.4 of this Agreement, for a 30-minute response--time test. Library must attempt or waive such Response-Time Acceptance Test of an Installation within thirty (30) days of such Installation provided: (1) That the conversion and loading of Library's data as described in Schedule 3 has been successfully completed; and (Z) That the System Reliability Acceptance Test has been successfully completed or waived; and (3) That the Module Functionality Test has been successfully completed or waived. The purpose of the Response-Time Test is to verify that the System is performing at the warranted performance levels. Library will conduct or waive the Response-Time Test as an acceptance test, after the acceptance tests described above have been successfully completed. Should the System demonstrate acceptable levels of performance through daily operations, Library may choose to waive the acceptance test. Waiving the test at such time will not waive Library's right to conduct such tests in the future and require full warranty performance by Dynix in the event of test failure. The delivered System, incorporating Hardware and Software and Third Party Software, will provide transaction response times at user Workstations meeting the recommended specifications provided by Dynix, at the rates described in the Library's Request for Clarifications. A"transaction" is defined as a complete unit of work achieved by an individual using an online workstation in interactive mode. Such unit of work will consist of one (1) or more inputs by the individual, and a responding output by the System for each input. Each input will consist of one (1) or more characters of information resulting from a keystroke or operation of an input device. Each response by the System will consist of one (1) or more characters of information transmitted to the workstation at which the individual made the corresponding input. Transactions with multiple steps shall include timings for each step. 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 five percent most frequently occurring words in the file. 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. A given transaction is completed once the individual at the workstation has received the last character of response from the System (other than a "transaction in process" response) at the point where no more inputs or outputs are required to complete a unit of work. Dynix will not be held responsible for the response times of networks, middle tier servers, or workstations. City of Fort Worth-Page S-25 CONFIDENTIAL AND PROPRIETARY SCHEDULE 6 END USER LICENSE AGREEMENT Dynix is required by the following third party vendors to have Library agree to the terms and conditions for End User License Agreements as described below: Sybase EULA Dynix agrees to license certain software(the"Sybase software") provided by Sybase, Inc. or Sybase Canada Limited (as applicable) to Library for the internal use of Library. Library agrees to be bound by the following terms of the sublicense herein granted: 1. Library is only granted a non-exclusive, non-transferable right to use the Sybase software for its own internal purposes and is prohibited from using Sybase for application development purposes or otherwise outside the scope intended by the Purchase Agreement. 2. Library's usage of the Sybase software shall be restricted to a single server. Library is prohibited from (i) sublicensing, timesharing, rental, facility management, or service bureau usage of the Sybase software; and (ii) permitting third parties from remotely accessing and using the Sybase software over the Internet. "Service bureau" shall mean an arrangement pursuant to which (i) third parties are permitted to access and use the Sybase software directly or indirectly by any means to process their own data; or(ii) Library uses the Sybase software to process the data of any third party. 3. Sybase, Inc. or Sybase Canada Limited (as applicable) retains title to the Sybase software, and all copies thereof, and associated intellectual property rights therein. Library may not copy the Sybase software, except for inactive backup and archival purposes only, and must include on all copies of the Sybase software all copyright, government restricted rights and other proprietary notices or legends included on the Sybase software when it was shipped to Library. 4. Dynix's and Sybase's maximum liability for damages under this sublicense(regardless of form of action, whether in contract or tort)shall not exceed the amount paid by Library to Dynix for the Sybase software or any services to which the claim relates. IN NO EVENT SHALL DYNIx OR SYBASE BE LIABLE TO LIBRARY OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT, FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING WITHOUT LIMITA7rION LOSS OF PROFITS, REVENUE OR DATA), THAT MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE SYBASE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. 5. Only object code versions of the Sybase software are licensed to Library and reverse engineering, disassembly or decompilation to derive source code is prohibited (except to the extent expressly allowed under applicable law). 6. Library shall comply with all export and re-export restrictions and regulations ("Export Restrictions") imposed by the government of the United States. If Library is a U.S. governmental entity, use, duplications or disclosure of the Sybase software and documentation shall be subject to terms and conditions consistent with this sublicense and any applicable FAR provisions, e.g., FAR 52.227-19. 7. Although copyrighted, the Sybase software is unpublished and contains proprietary and confidential information of Sybase. Library agrees to maintain the Sybase software in confidence and shall protect the Sybase software with at least the same degree of care with which it protects its own similar confidential information and to the extent allowed by law. 8. Upon termination of this sublicense, Library shall destroy or return to Dynix all copies of the Sybase software. 9. Dynix shall have the right to conduct and/or direct an independent accounting firm to conduct, during normal business hours, an audit of the appropriate records of Library to verify the number of copies of the Sybase software in use and the computer systems and the number of seats or concurrent users licensed for or using the Sybase software. City of Fort Worth-Page S-26 CONFIDENTIAL AND PROPRIETARY 10. Dynix hereby passes through to Library the following manufacturer's warranty: The then-current, unmodified version of the Sybase software provided by Dynix to Library will operate in all material respects in conformity to Sybase's published technical manuals relating to the end use of the Sybase software for a period of one (1) year from the date of shipment of the Sybase software to Library (except for SOL Anywhere or Adaptive Server Anywhere, which is ninety (90) days from the date of shipment to Library). No representation is made that the Sybase software is error--free or will satisfy all of Library's requirements. If the Sybase software does not perform as warranted, Library's sole remedy, at Dynix's option, will be replacement of the non-conforming Sybase software or a refund of the license fee paid by Library for such non-conforming software. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMIT-FED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING OUT OF THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. City of Fort worth-Page S-27 CONFIDENTIAL AND PROPRIETARY SCHEDULE 7 SYSTEM CAPACITY AND GROWTH PATH WARRANTIES The following requirements are for Horizon 7.4 and 8.0. MINIMUM SPECIFICATIONS RECOMMENDED SPECIFICATIONS Staff Workstation Staff Workstation Pentium Ili Pentium IV or greater 250 MB RAM 512 MB RAM 1.0 GB Free Disk Space Required 1.0 GB Free Disk Space Required Network Interface Card Network Interface Card TCP/IP Connectivity TCPII P Connectivity Windows 2000, NT v4.0 or XP Professional XP Professional Color SVGA Monitor Color SVGA Monitor 2x CD-ROM 20148X CD-ROM Mouse or track ball Mouse or track ball PAC Client Workstation PAC Client Workstation Pentium III Pentium IV or greater 128 MB RAM 255 MB RAM 100 MB Free Disk Space Required 100 MB Free Disk Space Required Network Interface Card Network Interface Card TCP/IP Connectivity TCP/IP Connectivity Windows 98 or higher XP Professional Color SVGA Monitor Color SVGA Monitor 2x CD-ROM 20/48X CD-ROM Mouse or track ball Mouse or track ball HORIZON DATABASE SERVER MAXIMUM CONFIGURATION (HORIZON 7.4 and $.4} The Library's Current Sun Database Server Configuration will support: 1400 concurrent users with 4 processors and 8GB of RAM With a Configuration Upgrade it will support: 2000 concurrent users with an additional 2 processors and an additional 4GB of RAM Next Configuration Upgrade results in the Maximum Configuration: 2500 Concurrent users with an additional two-way processor and an additional 4GB of RAM Processors must be added in pairs with RAM allocation mounted on CPU board. -rherefore logical configuration upgrade path is to 4GB RAM to support each level of concurrent users. However, because of limited Dim slots, the Library may have to remove existing RAM and replace it with higher density RAM. City of Fort Worth-Page S-28 CONFIDENTIAL AND PROPRIETARY SCHEDULE 8 LIBRARY'S TAX EXEMPT CERTIFICATES City of Fort Worth-Page S-29 CONFIDENTIAL AND PROPRIETARY TEXAS CERTIFICATE OF EXEMPTION I claim an exemption from payment of sales and use taxes for the purchase of taxable items described below or on the attached order or invoice. Description of items (or an attached order or invoice) To Be Purchased: All Items I claim this exemption for the following reason: Dame of exempt organization: Cily of Fort Worth Texas Sales and Use Tax Permit Dumber I-75-6000528-6 Project for which materials and supplies are purchased: I understand that 1 will be liable for payment of sales tax, which may become due for failure to comply with the provisions of the state, city, and/or metropolitan transit authority sales and use tax laws and comptroller rules regarding exempt purchases. Liability for the tax will be determined by the price paid for the taxable items purchased or the fair market rental value for the period of time used. I understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which I know, at the time of the purchase, will be used in a manner other than that expensed in this certificate and, upon conviction, may be fined up to $500 per offense. Tax Exempt Status Due to Being a Governmental Entity Purchaser: Citv of Fort Worth Street Address: 1000 Throckmorton Street City, State, zip Code: Fort Worth Texas 76102 Sign Mere: Date: Phone: (817) 392-8517 Ja R Keyes,Director I Finance This certificate does not require a number to be valid. Sales and use tax "exemption numbers" or"tax exempt"numbers do not exist. This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts. SCHEDULE 9 CLARIFICATIONS (1) The Library will come up on Horizon Release 7.4.Will migrate to 8.0. (2) The Library's current Horizon Information Portal server is owned by the Library and is not on Dynix maintenance. It will not be re-used with the System;a new Horizon information Portal server will be purchased as shown in Schedule 1. (3) The Library's current TeleCirc server is owned by the Library and is on Dynix maintenance. It will be re-used with the System and will remain on maintenance without any additional warranty period. (4) Re-use of Database Server (4.1) The current Database Server, the Sun V880, is currently under Dynix maintenance and will continue to be used as the Database Server with the System without any additional warranty period_ (4.2) The Library's existing Database Server will not need to be shipped to Dynix's facilities for staging. Instead, staging will be performed remotely while the Database Server continues to be used by the Library for its Dynix ILS system. Dynix will access the Database Server via a secure network connection upon notice to the Library. Free space on the Database Server will be partitioned and the Sybase Third Party Software will be loaded. Dynix will conclude the staging by making sure that the Database Server's operating system software and Sybase Software are interfacing correctly. The Database Server will need to be rebooted before the Horizon System can be used in live operation. (5) Test and Training System Server The Library's test and training server will be staged in Provo with a standard training database. This server will be shipped to the Library where it will be used in conjunction with the Horizon client software that will have been previously shipped and loaded. (6) Dynix will provide the Library with a copy of the default "out of the box" tables, load profiles, indexes (including which MARC tags go with them)to refer to during the Load Specifications and Profiling phases. (7) The Library's current RPA server is owned by the Library and is not on Dynix maintenance; a new RPA server will be purchased as shown in Schedule 1 (8) Cutover from current Dynix Classic maintenance contract In the event the Dynix System is not replaced by the Horizon System by the end of the current maintenance agreement for the Dynix System that expires on 31 July 2005, Dynix agrees to extend the maintenance agreement for the Dynix System on a month-by-month basis. (9) Ability to trap holds on next available copy of a specific volume of multi-volume sets, a.k.a the Sopranos Solution as described in Dynix's RBFO answer, is planned for Horizon 8.0 in 2005. (10) Circulation count of multi-part items: Dynix agrees to set up the System so that the circulation of a multi-part item will be counted as a circulation of all parts. (11) Dynix will custom-develop a Vietnamese HIP interface in Vietnamese script. (12) The Spanish language interface will be included with the Information Portal implementation. City of Fort Worth-Page S-30 CONFIDENTIAL AND PROPRIETARY F777-7--- 03) The Library desires Dynix to use LTI for authority control services. (14) Circulation and acquisition histories are not transferred from Classic to Horizon. (15) content alert service to patrons, of new acquisitions, will be available in Horizon Information Portal 4.0. which Dynix anticipates will be in general release by Day 1 of Production Operations. (15) Dynix agrees to set up the System call Number 1STAT Range so that circulation statistics can be reported by Library, by Call Number, as specified in RFP Appendix 10: Day one Reports. Should the Library not want to use the ISTAT field for this function, the Library will wait for the capability to be delivered with Horizon 8.0 (17) Dynix agrees to provide to the Library, for review by the city of Fort Worth IT Solutions, Dynix Implementation documentation that describes Dynix project implementation and project management methodologies, including a description of Project Management Tools (e.g., Microsoft Excel) (18) The Library desires to integrate existing EnvisionWare LPT1/PC Reservation systems at Keller and Watauga, and existing Pharohs Reservation/Print management systems at Haltom City and Richland Hills into the new Horizon System during the implementation period. (19) Dynix agrees that the barcode laser scanners used by the FWPL and MetrOPAC libraries, listed in Appendix 3.4 of the RFP and referenced in RFP question 5.5.67, will function properly on the Horizon system. (20) Dynix agrees that the System will be delivered with the Day one Reports specified by RFP Appendix 10, such reports to be provided as Web Reporter reports and/or the Horizon canned reports. Following are exceptions to the reports in RFP Appendix 10: Report: Collection Aging by Dewey Classification--entire collection and selected branches/libraries Dynix: Planned for Horizon 8.0. Report; Count, Current Fiscal Year Ilse, and Total Use-to-Date by Collection code Dynix: Planned for Horizon 8.0. Count, current fiscal year use, and total use to date by Statistical category and/or by Item type will be available by Day 1 of Production Operations. Report: ownership Snapshot Report System Dynix: Summary Data not avail for historical comparisons but the system can report on what you own right now. This report can be run at intervals, saved to Excel or some other tool, and then the comparison can be done manually. The ability to run comparisons automatically is planned for a future release. Report: ownership Snapshot Report by Dewey classification, total for all branches/libraries. ALSO need for individual branches/libraries Dynix: Summary Data not avail for historical comparisons but the system can report on what you own right now. This report can be run at intervals, saved to Excel or some other tool, and then the comparison can be done manually. The ability to run comparisons automatically is planned for a future release. Report: Hourly Port Activity Report Dynix: Data not available in Horizon. However, patron activity reports are available in Information Portal. (21) The Library may authorize vendors to access and interoperate with the System: e.g., Brodart. City of Fort Worth-Page S-31 CONFIDENTIAL AND PROPRIETARY (22) orders from MetrOPAC libraries will be handled by Fort Worth Public Library. Dynix will not accept orders directly from any of the MetrCPAC libraries. (23) The Horizon Information Portal includes the capability to work with the Third Party Software product called WebFeat that provides the federated searching capability and requires a Translator for each database that is to be searched. (24) Additional Staff Licenses can be purchased at$400 each. (25) There will no cost to add an additional new library or agency to the System. (26) Dynix will provide a report to the Library naming each serial Title/Bib Humber with an abnormal publication pattern that is not migrated during the Serials Data Migration, MARC Serial Dataload. (27) Dynix will provide training materials and documentation two weeks prior to training sessions. (28) The additional 9 training days purchased by the library are to be scheduled by the library to use at a future time. Time and training subject to be determined by the library and coordinated with Dynix. (29) Dynix will allow up to ten staff in training sessions. (30) The Library's UPS will be used with System's servers (31) The specifications for PCs for use for EnvisionWare are as follows: Software Operating Systems for LPT:One V2.0+ Windows 98 Windows NT 4.0 spy+ Windows 2000 Windows XP Professional or Server(LPT:One Ver. 3.1+) Macintosh Modules Foreign Platform Agent: Windows NT/2000/XP Professional Client Module: Mac OS X, OS9/8.6 0i)eratina S stems for PC Reservation V1.0+ Windows 98 Windows NT 4.0 spy+ Windows 2000 Windows XP Professional Hardware LPT:One V2.0+ Client Hardware: Pentium 233 RAM: X11198: 64M NT: 64M 2K/XPPro: 128M 2MB HD CD-ROM TCP/IP Locally installed driver for printer which can be local or network-attached. Release Hardware: Pentium 266 RAM: Win98: 128M [Minimum requirement] NT/2K/XPPro: 256M [Recommended OS with 256M] 2-4GB HD CD-ROM TCP/IP Locally installed driver for printer which can be local or network-attached. City of Fort Worth-Page S-32 CONFIDENTIAL AND PROPRIETARY PC Reservation V1.0+ Client Hardware and Reservation PC: Pentium 233 RAM: W98: 54M NT12 KIXPPro: 128M 2MB HD CD-ROM TCP/IP Management Hardware: Pentium 266 RAM: Win98: 128M [Minimum requirement] NTI2KIXPPro: 256M [Recommended GS with 258M] 2-4GB HD CD-ROM TCPII P CRY of Fort Worth-Page S-33 CONFIDENTIAL AND PROPRIETARY SCHEDULE 10 MAINTENANCE AND SUPPORT AGREEMENT This Maintenance and Support Agreement is included in and is part of the Purchase and License Agreement made and entered into by and between Dynix Corporation ("DynV')and the City of Fort Worth for and on behatf of the Fort Worth Public Library("Library"). 1. DEFINITIONS Emergency Support: Support offered when no client workstation can connect to the database server; the System cannot check-in or check-out; transaction processing has failed; or the System fails to allow searching of the local bibliographic database. Licensed Software (or Software): Each Dynix-developed or Dynix-owned software product, which may include third-party technology, licensed to Library, 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 Library by Dynix for use in connection with such product, as well as any subsequent releases and error corrections for Software previously licensed to Library. OS (or operating System): Software installed on Servers that controls the execution of computer programs. Peripherals. Hardware other than a Server. Server A computer that processes database queries or provides other services for client workstations. System. The total complement of Servers, Licensed Software, Third Party Software, and Peripherals covered by maintenance with Dynix. Third Party Software: Software owned by an entity other than Dynix which is re-licensed or sublicensed by Dynix to Library. 2. TERM The term shall begin when Library begins live operation of the Licensed Software and shall continue for a period of five years. After 5 years, unless 60 days' prior notice of intent not to renew is given by either party, Library, by paying the then current maintenance fees, may automatically renew this Maintenance Agreement for additional one--year terms. Sixty days prior to the anniversary date, Dynix shall provide Library with written notice of any rate increases for the following year and which items, if any, have reached end-of-life status and cannot receive continued support and maintenance; such rate increases shall be no greater than 5% or the Consumer Price Index,whichever is less. 3. SUPPORT Dynix will maintain an organization and process to provide support for the System as follows. The method of resolving problems shall be determined at Dynix's sole discretion. A. TELEPHONE SUPPORT Dynix will provide telephone support as follows: 1. Standard Support. 8:00 a.m. to 8:00 p.m. ET, Monday through Friday, with standard support being made available outside these hours at Dynix's then-current hourly rate. Standard coverage is not available on the following holidays: New Year's Day, Labor Day, and Christmas Day. Holidays falling on Saturday will be observed on the preceding Friday; holidays falling on Sunday will be observed on the following Monday. 2. Emergency Support. 24x7; onsite service dependent on level of service acquired from Server or other third party vendor. B. LOG EXPRESS Dynix will provide an Internet based support system for logging support issues which generally shall be available seven (7) days a week, twenty-four(24) hours a day. City of Fart Worth-Page S-34 CONFIDENTIAL AND PROPRIETARY C. S YS TEM A CCESS For diagnosis of problems, Dynix technical personnel shall be able to access the System directly via a dedicated data-grade phone line or via direct I P address. Library shall be responsible for maintaining: (1) an auto-answer approved modem attached to a port for the exclusive use of Dynix together with an "outside" data grade phone line for the modem to be used in dial-up diagnostics and maintenance;(2)direct IP access including access through any security measures;and (3) a PC Anywhere connection. Dynix alone shall decide whether access to the System is sufficient for support. D. LICENSED SOFTWARE SUPPORT 1. Licensed Software support shall include diagnosis and resolution of problems or performance deficiencies of the Software. 2. Except under circumstances described by Section 20 of the Purchase Agreement, Should Library be more than one major release back from the current release of the Software, there may be an additional premium charged above Library's then-current annual support fee and Library may experience delays in receiving support Except for circumstances described by Section 20 of the Purchase Agreement, if Library is more than one major release back from the current release and does not agree to upgrade to the current Software release, then Dynix shall have no further obligation to provide the services described in this Maintenance Agreement and may terminate this Maintenance Agreement without liability. A major release is labeled as X.x, e.g., 7.3; 7.31 is classified as an interim release. 3. Dynix can provide support outside its standard support hours for the installation of patches, updates, and releases. Such support shall be billed at Dynix's then-current hourly rate. F THIRD PARTY SOFTWARE AND OS SUPPORT 1. In order to receive support for Third Party Software and OS, Library must use the version of the Third Party Software/OS that Dynix indicates is to be used with the Licensed Software or Servers and must be in compliance with any third party licenses. 2. Dynix will diagnose problems with the Third Party Software and OS as they relate to operation of the Licensed Software and work with the third party vendors to resolve the problems. 3. Dynix will adjust Third Party Software and OS parameters to ensure that they function with the Licensed Software and Servers. 4. Third Party Software and OS support does not include the installation of patches or upgrades by Dynix unless required for continued System operation. Patches and upgrades not required for continued System operation may be made available at Dynix's sole discretion on a time and materials basis. 5. Dynix will provide technical assistance with standard OS tasks relating to running of the System and will adjust OS parameters to ensure that the Licensed Software and Servers function together. F. SERVER SUPPORT 1. Server support shall consist of the diagnosis of Server problems. Following diagnosis, Dynix shall contact the Server maintenance vendor and onsite Server support shall be performed in accordance with the Server maintenance plan purchased by Library. 2. In order to receive Server maintenance coverage, Library must provide an uninterruptible power supply("UPS")for each Server. 3. In order to receive support for the OS, Library must use the version of the OS indicated by Dynix and must be in compliance with the CS licensing terms. 4. Dynix will provide technical assistance with standard OS tasks relating to running of the System. 5. Server support includes the installation of OS patches and upgrades required for continued System operation. Installation of OS patches or upgrades not required for continued System operation may be made available at Dynix's sole discretion on a time and materials basis. City of Fort Worth-Page S-35 CONFIDENTIAL AND PROPRIETARY y 1[/J•fir• tY7 f_• ` 1 J.'3.J 4, f {4 L• i{' .f If f G. PERIPHERAL SUPPORT I. Support for any Peripheral may not be renewed beyond three years following its date of purchase unless agreed to in writing and signed by the parties. 2. If a Peripheral malfunctions, a"Return Materials Authorization Number' (RMA#)will be provided to Library and Library will be required to package and ship the Peripheral at Library s expense to the Dynix designated repair center. Upon repair the item will be returned to Library freight prepaid. Dynix shall provide labor and parts(excepting consumable supplies and expendable items). Dynix reserves the right at its sole discretion and without prior notice to Library, to replace defective Peripheral rather than repair it If replacement occurs prior to Library s shipping the defective piece in for repair, Library shall remain liable for shipping the defective piece to a destination designated by Dynix at Library's expense. 4. MAINTENANCE A. LICENSED SOFTWARE MAINTENANCE During the term of this Maintenance and Support Agreement, Dynix will provide Library with copyrighted patches, updates, and releases of the Licensed Software if and when released, along with appropriate documentation for successful installation and implementation thereof. These maintenance materials, including the Software, may not be used to increase the licensed number of versions or copies of the Software. All patches, updates, release and new versions shall be subject to the license agreement relating to the Software. B. THIRD PARTY PRODUCT MAINTENANCE Upgrades to Third Party Software, including OS, and maintenance of the Servers and Peripherals are subject to the terms and conditions relating thereto in any applicable agreement between Dynix and the third party maintenance vendor. C. SERVER UPGRADES Library shall be responsible for the purchase of any Server upgrades which may be required due to installation of patches, updates, and releases of the Licensed Software or Third Party Software. Library shall have no obligation to purchase Server upgrades in order to install patches, updates, and releases of the Licensed Software as described in Section 20 of the Purchase Agreement. 5. CONDITIONS of DYNiX'S OBLIGATIONS A. All maintenance services rendered by Dynix hereunder shall be limited to the items listed on Dynix's maintenance audit document for Library (which shall be provided to Library prior to the start of each annual term) and shall be contingent upon Library's proper use of the System. Time spent by Dynix resolving or attempting to resolve problems subsequently determined to be caused by products not covered by this Maintenance Agreement shall be billed to Library at Dynix's then--current rates. Dynix shall have no obligation to provide assistance in correcting errors or problems arising in connection with any modifications or alterations to any System component which have been made by or on behalf of Library without Dynix's express written consent, or for System components which were abused or used contrary to the manufacturer's specifications, or for any destruction, alteration or suspension of System operation due to natural disasters, communication line failure, failure by Library to perform weekly System backups, or actions or decrees of governmental bodies. B. All maintenance services provided hereunder are remedial only; no preventative maintenance services are offered. C. Dynix hereby accepts full responsibility for the obligations outlined by this Maintenance Agreement. Library agrees that Dynix may subcontract some or all of the performance of its duties provided for herein. Nothing in this paragraph shall be interpreted as authorizing the assignment of this Maintenance Agreement by Dynix. City of Fort Worth-Page S-36 CONFIDENTIAL AND PROPRIETARY 6. OBLIGATIONS of LIBRARY A. Library shall be responsible for maintaining sufficient staff and supplies to handle normal day-to-day operation and support for the System, including, but not limited to, such tasks as back-ups and report handling. it is acknowledged and understood that the maintenance and support service to be provided by Dynix 'hereunder is not intended to supplant Library's day-to-day operation and support for the System. B. Library shall provide Dynix full and free access to each item covered by maintenance to allow Dynix to provide maintenance service thereon as well as a suitable place in which to perform such service. A designated representative of Library shall be in Library's premises whenever Dynix personnel are present. C. Library shall provide suitable environmental conditions for each System component in accordance with manufacturer's published specifications. D. Library shall not perform, nor attempt to perform, or cause to be performed, maintenance or repair to the System or any part thereof covered hereunder during the term of this Maintenance Agreement except with the prior written or oral approval of Dynix. E Library is solely responsible for verifying the success of all System and data backups. Dynix disclaims all liability for data loss including, but not limited to, data loss resulting from backups that were not verified by Library. F. The movement of Servers without proper authorization from Dynix may void Library's maintenance on those items. Library shall be solely responsible for any damages to System components incurred by Library's movement thereof. G. Library will be allowed one Library contact person and two designated Library contact backups. Said contacts shall be the only Library personnel contacting Dynix regarding maintenance issues. H. The security of the System is Library's sole responsibility. Nothing in this Maintenance Agreement shall be construed as making Dynix responsible for System security or liable for any damages resulting from security breaches. 8. WARRANTY A. WA RRA N TIES The performance warranties contained in the Purchase Agreement are hereby extended and continued in full force by this Maintenance Agreement, and shall remain in full force and effect so long as Library has a valid Maintenance Agreement with Dynix in effect and is using Dynix's recommended hardware specifications for the Software release being used by Library. B. WARRANTIES Dynix warrants that the services contemplated under this Agreement will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services. C. EXCLUSIVE REMEDY If Library believes there has been a breach of a warranty in Section 7A and so notifies Dynix, then Dynix will promptly investigate the matter to determine the nature of the suspected error. If there has been a breach of this warranty, then Dynix's sole obligation and Library's exclusive remedy will be for Dynix to re-perform the services. If Dynix is unable, after repeated efforts, to correct a breach of Section 7A, Library will be entitled to an equitable adjustment in the monies owing under this Agreement, up to the total amount of payments for services received over the prior twelve month period, to reflect any reduction in the value of the services as a result of the uncorrected error. D. NO BREACH OF WARRANTY Dynix is not responsible for any claimed breach of any warranty caused by: (i) modification(s) made to the System by anyone other than Dynix; or (ii) the combination, operation or use of the System components with any items not supplied by Dynix to Library; or(iii) Library's failure to use City of Fort Worth-Page S-37 CONFIDENTIAL AND PROPRIETARY any new or corrected versions of the System components made available by Dynix; or(iv) Dynix's adherence to Library's specifications or instructions. E NO ADDITIONAL WARRANTIES THE WARRANTY SET FORTH IN SECTION 7A OF THIS AGREEMENT IS IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON. INFRINGEMENT, AND (ii) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY DYNIX, ITS AFFILIATES, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY. F. THIRD PARTY WARRANTIES Third party products may come with a manufacturer's warranty. Such warranties begin on shipment of the third party products from the manufacturer, whether shipment is to Dynix or to Library. 8. CHARGES AND PAYMENTS A. Maintenance charges are based on annual prepayment. Library is solely responsible for payment of all invoices. Dynix will not provide multiple invoices or bill entities other than Library, including consortium members or governing boards. Invoices shall be considered past due 45 days after the date of receipt. Past due balances are subject to the lesser of a 1% per month interest charge (12% per annum) or the highest rate allowed by law. B. Dynix shall provide free maintenance and support on Licensed Software modules for a period of one year from commencement of live operation. Sixty to ninety days prior to the expiration of this one year period, Dynix will send Library an invoice for the next year's maintenance and support. C Unless otherwise noted, the prices in this Maintenance Agreement do not include taxes. Library agrees to pay directly or reimburse Dynix for any taxes arising out of the Maintenance Agreement or Dynix's performance under this Maintenance Agreement, excluding taxes on Dynix's net income. if Library is exempt from taxes, photocopies of applicable certificates demonstrating exemption shall be provided by Library prior to the execution of this Agreement. D. Should Library desire to renew maintenance coverage on any item previously terminated from Coverage and should Dynix in its sole discretion decide to renew such maintenance, Library shall be liable for 100% of the maintenance charges that would have been charged on the item during the period when maintenance coverage was terminated. 9. TERMINATION Either party may terminate this Agreement immediately upon written notice if the other party commits a non-remediable material breach of this Agreement or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach. Neither party will be liable for any damages arising out of the termination of this Agreement, provided that such termination will not affect any right to recover damages sustained by reason of material breach or any payments which may be owed under the Agreement at the time of termination. 10. DISPUTE RESOLUTION The parties will use reasonable efforts to resolve any dispute arising out of the Agreement through a meeting of appropriate managers from each party. If the parties are unable to resolve the dispute, either party may escalate it to its executives. If an executive level meeting fails to resolve the dispute within thirty(30) days after escalation, either party may seek any available legal relief. This provision will not affect either party's right to seek injunctive or other provisional relief at any time. City of Fort Worth-Page S-38 CONFIDENTIAL AND PROPRIETARY CHANGES To AGREEMENT TERMS In order to maintain flexibility in its services, Dynix may change the terms of service described by this Agreement by giving Library three months' notice, except for increases in costs for services provided under this Agreement. Such changes shall not be retroactive and shall apply as of the effective date specified in the notice. Otherwise, no modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. City of Fort Worth-Page S-39 CONFIDENTIAL AND PROPRIETARY SCHEDULE 11 LIMITED ACCESS AGREEMENT This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered Into by and between the CITY of FORT WORTH ("city"), a home rule municipal corporation organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and [Name of Vendor], hereinafter("'Contractor"), a[state]corporation. The following statements are true and correct and form the basis of this Agreement: WHEREAS: A. The City owns and operates a file server computer system and network (collectively the "Network"). Contractor wishes to have access to the City's network. B. Contractor wishes to perform activities as defined in [insert duties of contractor or reference statement of work]and as provided for in City Secretary Contract[Title of Contract and name of Vendor]No. [enter number], together with any amendments, appendixes or future statement(s) of work. C. in order to perform the necessary duties, Contractor needs access to City's [list specific databases etc to which vendor will need access; if vendor needs access to email, internet, intranet, etc, list that as well] D. The City is willing to grant Contractor access to the Network, subject to the terms and conditions set forth in this Agreement, and in the City's standard outside connections policy, ("Extranet Standard") attached as Exhibit"A" and hereby incorporated by reference and made a part of this Agreement for all purposes herein. NOW, THEREFORE,the City and Contractor hereby agree as follows: 1, GRANT OF LIMITED ACCESS. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of [insert reason for agreement]. Contractor can only enter the Network via the City's computer system; therefore, the City will provide Contractor with a password and access number or numbers as necessary to perform Contractor's duties. 2. NETWORK RESTRIC'T'IONS. 2.1. Contractor may not share any passwords or access number or numbers provided by the City except with Contractor's officers, agents, servants or employees who work directly with this project. 2.2. Contractor may not access the Network for any purpose other than those set forth in Section B of this Agreement. 2.3. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. City of Fort Worth-Page S-40 CONFIDENTIAL AND PROPRIETARY 2.4. A breach by Contractor, its officers, agents, servants or employees, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractors Data in addition to any other remedies that the City may have under this Agreement or at law or in equity. 2.50 The City may terminate this Agreement at any time and for any reason. 3. LIABILITY AND INDEMNIFICATION. [Can be negotiated or limited to liability set out in primary contract] SUBJECT TO THE LIMITATION OF LIABILITY SET FORT BELOW, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS,, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS., SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENT'S, SERVANITS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS ANDIOR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S)OR OMISSION(S)OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 4. AGREEMENT CUMULATIVE. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. To the extent that any term or condition of this Agreement conflicts with any term or condition of City Secretary Contract No. [enter number], City Secretary Contract No. [enter number]shall control. 5. ENTIRE AGREEMENT. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. City of Fort Worth-Page S-41 CONFIDENTIAL AND PROPRIETARY _ y77 l J~•. A ¢ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of CITY OF FORT WORTH: CONTRACTOR: By: Name of Contractor Assistant City Manager Date: By: Authorized Signature Printed Name: Title: ATTEST: By: City Secretary Date: M&C: none required APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney Date: City of Fort Worth-Page S-42 CONFIDENTIAL AND PROPRIETARY EXHIBIT "A" EXTRANET STANDARD Overview The purpose of this standard is to establish the requirements under which third party organizations may connect to the City of Fort Worth networks for the purpose of transacting City business. The standards listed are specific activities required by Section 2.2 of the City of Fort Worth Information Security Policy. Scope Connections between third parties that require access to non-public City of Fort Worth resources fall under this standard, regardless of whether a telecommunications circuit(such as frame relay or ISDN)or Virtual Privacy Network (VPN)technology is used for the connection. Connectivity to third parties such as the Internet Service Providers (ISPs)that provide Internet access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under this standard. Security Review All new extranet connectivity will go through a security review with the Information Security department(IT Solutions). The reviews are to ensure that all access matches the business requirements in a best possible way, and that the principle of least access is followed. Third Party Connection Agreement All new connection requests between third parties and the City of Fort Worth require that the third party and the City of Fort Worth representatives agree to and sign a third party agreement. This agreement must be signed by the Director of the sponsoring organization as well as a representative from the third party who is legally empowered to sign on behalf of the third party. The signed document is to be kept on file with IT Solutions. All documents pertaining to connections into the City of Fort Worth labs are to be kept on file with IT Solutions. Business Case All production extranet connections must be accompanied by a valid business justification, in writing, that is approved by a project manager in IT Solutions. Lab connections must be approved by IT Solutions. Typically this function is handled as part of a third party agreement. The sponsoring organization must designate a person to be the Point of Contact(POC)for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy and the third party agreement that pertain to it. In the event that the POC changes, IT Solutions must be informed promptly. 1. Establishina Connectivit Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third party are to file a new site request with IT Solutions to address security issues inherent in the project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the sponsoring organization must engage IT Solutions. The sponsoring organization must provide full and complete information as to the nature of the proposed access to the extranet group and IT Solutions, as requested. City of Fort Worth-Page S-43 CONFIDENTIAL AND PROPRIETARY All connectivity established must be based on the least-access principle, in accordance with the approved business requirements and the security review. In no case will the City of Fort Worth rely upon the third party to protect the City of Fort Worth's network or resources. 2. Modi in or Changing Connectivity and Access All changes in access must be accompanied by a valid business justification, and are subject to security review. Changes are to be implemented via corporate change management process. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. 3. Terminatina Access When access is no longer required, the sponsoring organization within the City of Fort Worth must notify IT Solutions,which will then terminate the access. This may mean a modification of existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an audit of their respective connections on an annual basis to ensure that all existing connections are still needed, and that the access provided meets the needs of the connection. Connections that are found to be deprecated, and/or are no longer being used to conduct the City of Fort Worth business, will be terminated immediately. Should a security incident or a finding that a circuit has been deprecated and is no longer being used to conduct the City of Fort Worth business necessitate a modification of existing permissions, or termination of connectivity, IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. Definitions Circuit For the purposes of this policy, circuit refers to the method of network access, whether it's through traditional ISDN, Frame Relay etc.or via VPN encryption technologies. Sponsoring organization The city of Fort Worth organization that requested than the third party have access to the city of Fort Worth network. Third Party A business that is not a formal or subsidiary part of the City of Fort Worth. City of Fort Worth-Page S44 CONFIDENTIAL AND PROPRIETARY City of Fort W texas Mayor and Council Com unication COUNCIL ACTION: Approved on 12/2112004 - ordinance No. 16248 DATE: Tuesday, December 21, 2004 LOG NAME: 841LS SYSTEM REFERENCE NO.: C-20460 SUBJECT: Authorize Execution of a Contract with Dynix Corporation for the Purchase of an Integrated Library System for the Fort Worth Public Library; Authorize Execution of Interlocal Agreements with the Cities of Benbrook, Burleson, Haltom City, Keller, Richland Hills and Watauga for Library Automation Services, Accept Donation from the Fort Worth Public Library Foundation and Adopt the Attached Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a contract with Dynix Corporation for the purchase and ongoing annual maintenance of an Integrated Library System (ILS) for the Fort Worth Public Library (FWPL); 2. Authorize the City Manager to enter into new Interlocal Agreements with Benbrook, Burleson, Haltom City, Keller, Richland Hills, and Watauga, Texas for automated library and supporting telecommunications services; 3. Authorize the transfer of $300,000 from the Library General Fund to the Special Revenue Library Automation Systems Sharing Fund; 4. Authorize the City [Manager to accept a donation of up to $513,000 from "the Fort Worth Public Library Foundation (The Foundation) for The Foundation's share of the estimated costs for the ILS; 5. Authorize a non-interest bearing interfund loan from the General Fund to the Special Revenue Library Automation Systems Sharing Fund in an amount up to $513,000 contingent upon receipt of the funds from The Foundation; and 8. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Special Revenue Library Automation Systems Sharing Fund by $933,000.00. DISCUSSION: The ILS manages major aspects of library operations, including the online catalog, patron accounts, check- out and check-in procedures, fines and overdue materials, orders and funds for library materials, holdings information and management statistics. The library's current ILS is over 15 years old. The vendor no longer makes improvements to the software, and has already stopped providing maintenance support for some functions. The estimated cost for the new ILS is $1.2 million for implementation and $140,000 annual system maintenance. In Informal Report No. 8515 (August 12, 2003), Council was informed that The Fort Worth Logname: 841LS SYSTEM Pagel of 3 Public Library Foundation agreed to raise up to half of the estimated $1.2 million costs for a new system. The city will provide the remaining estimated costs with up to $304,400 being transferred from the Library's Special Revenue Library Automation Systems Sharing Fund. Council approved the final $300,000 as part of the Library's FY 2004/2005 General Fund budget. The remaining $120,000 of this appropriation is funded from revenues already accepted, but not yet appropriated, in the Special Revenue Library Automated Systems Sharing Fund. The Fort Worth Public Library released a Request for Proposal for an Integrated Library System and Related services on June 17, 2004. Four vendors submitted proposals. The FWPL, The Foundation, IT Solutions staff, the Library Advisory Board, and the Friends of the Fort Worth Public Library, Inc., conducted a thorough evaluation of each proposal. Based on the evaluation, the Library recommends accepting the proposal submitted by Dynix corporation for its integrated library system, known as 'Horizon." Dynix is one of the oldest and most reliable ILS vendors in the country. The proposed Horizon system is operating successfully in over 700 libraries worldwide. Dynix is the library's current vendor, and has provided FWPL with high-quality, reliable service since 1990. The Dynix Horizon system offers the best mix of features and functions required by the Library for its users, and the company's existing services and vision for development are best suited to the Library's current and future needs. The Horizon system offers the best value for the cost. The Dynix proposal was significantly lower than the other vendors' bids. This turnkey system provides servers, hardware, accessories, proprietary database software, and peripheral products necessary for the efficient operation of the system. By providing all hardware and peripherals, Dynix warrants system performance and guarantees that the existing proprietary system software and subsequent upgrades will operate properly. Additional details about the system and the selection process were provided in Informal Report 8847 to City Council Members dated December 14, 2004. After implementation of the system, the Dynix contract establishes an initial 5-year maintenance term, which may be renewed automatically for additional one-year terms. Annual maintenance charges for the initial 5- year term are estimated to be $140,000; rate increases associated with the one-year renewals will be no greater than 5% or the Consumer Price Index, whichever is less. These maintenance payments will cover the costs of ongoing system support services, remedial and preventive maintenance for equipment and software, and the routine system updates and enhancements Dynix releases each year. The Dynix contract will allow the Library to continue providing automated library services for its client libraries in six Tarrant County cities, referred to as the MetrOPAC. These cities are Benbrook, Burleson, Haltom City, Keller, Richland Hills, and Watauga. FWPL has previously entered into Interlocal Agreements to provide library automation.services for these cities. Once the new ILS system is operational, FWPL will no longer be able to provide automated library services to the other cities. Therefore, the libraries wish to enter into new agreements for these services to become effective once the new system is in place. All revenue from buy-in and annual maintenance received from the client libraries will be deposited in Special Revenue Fund GR03, Account No. 487092, center No. 08484001 0040, Library Automation Systems Sharing Fund (established by M&C G-7311, November 3, 1987). Funds in this account are reserved to offset the costs associated with improving and expanding the library's automated system. Under the terms of the Dynix contract, if any of the client libraries elect not to join in use of the new system, the total system purchase price will be reduced accordingly. MANBE - A waiver of the goal for MIWBE subcontracting requirements was requested by the Purchasing Department and approved by the MIWBE office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. This system will serve ALL COUNCIL DISTRICTS. Logname: 84ILS SYSTEM Page 2 of 3 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available, as appropriated, in the Special Revenue Fund Automated Library Systems Sharing. Upon receipt of funds from The Fort Worth Public Library Foundation, the interim financing will be returned to the General Fund. TO Fund/AccounVCenters FROM Fund/Account/Centers GR03 541320 084840010000 $300,000.00 GG01 538070 0841000 $300,000.00 GR03 541320 084840010000 $120,000.00 G G01 136003 0000000 $513,000-00 GR03 472001 08484001 0000 $300,000.00 GR03 541320 084840010000 $513,000.00 GR03 220001 000840010000 $513.000.00 GR03 467092 084840010000 $120,000.00 GR03 467092 084840010000 $513,000.00 Submitted for Citv Mana er's office b Libby Watson (392-6183) Originatina Department Head: Gleniece Robinson (871-7706) Additional Information Contact: Deborah Duke (871-7725) Logname: 84ILS SYSTEM Page 3 of 3