HomeMy WebLinkAbout2004-06-28 City Council (4)City of Palo Alto
C ty Manager’s Report
TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: LIBRARY
DATE:
SUBJECT:
JUNE 28, 2004 CMR:333:04
AWARD O.F CONTRACT IN THE AMOUNT OF $232,971 TO
DYNIX CORPORATION FOR AN INTEGRATED LIBRARY
SYSTEM - CAPITAL IMPROVEMENT PROJECT LI-94018
RECOMMENDATION
Staff recommends that Council:
1. Approve and authorize the Mayor to execute the attached contract with Dynix
Corporation in the amount of $232,971 for an Integrated .Library System and
associated maintenance costs for two years.
o Authorize the City Manager or his designate to exercise the option to continue the
maintenance support agreement with Dynix Corporation for nine consecutive
years, provided the quality of the vendor’s service is acceptable during the first
year of the contract.
DISCUSSION
Project Description
This project will replace the Library’s legacy integrated library system (ILS) used by the
public and staff since 1985. An ILS is used to perform and manage most of the
transactions and operations in the Library. In Palo Alto’s case, the current system
handles checldng out and checking in books and other materials; customer accounts and
collections databases; processes associated with acquiring and cataloging items for the
collection; the public catalog; statistics and reports; and many other functions.
The Library’s current ILS is based on older technology, operating mostly within a text-
based user interface. While a web version of the public catalog was added a few years
ago, it lacks the features currently available in most web-based catalogs set up as
"portals" to a variety of information resources. These include book reviews, table of
contents and cover images for the books in the library’s catalog; and the ability to
CMR:333:04 Page 1 of 4
perform one search simultaneously across the Palo Alto’s catalog, catalogs frolTl other
libraries, and subscription databases.
A new ILS will also deliver improved applications for staff through the ability to multi-
task across system components and tb use web-based GUI tools and features. A newer
hardware and database platform will enable improved reporting, statistical analysis, and
interoperability with City systems.
The scope of work to be performed under the contract is for all hardware, software
licenses and services necessary to perform the system requirements. See Attachment B
for the complete scope of services. If this project is not undertaken, the Library will be
severely limited in its ability to improve services to its customers.
Request for Proposal (RFP) Process
Summary of RFP Process
Proposal DescriPtion/Number
Proposed Length of Proj ect
Number of Proposals Mailed
Total Days to Respond to
Proposal
Pre-proposal Meeting Date
Number of Company Attendees
at Pre-proposal Meeting
Number of Proposals Received:
Provision of an Integrated Library Computer
System and Related Services, RFP No. 100940
7 months to "go live" date
7
42
n/a
1.Dyafix Corporation
2.Innovative Interfaces
3.Sirsi Corporation
Provo, Utah Yes
Emeryville, CA Yes
Huntsville, AL No
$116,569-$256,667
An evaluation committee consisting of staff from the Library Department and the
Information Technology Division carefully rated and ranked each firm’s proposal using
evaluation criteria outlined in the RFP. The committee was aided by Patrick McClintock
of RMG Consultants, Inc., hired by staff to assist in the preparation of the RFP, and in the
selection process and contract negotiation.
The criteria used in the first phase of the evaluation process were: functionality of the
software and hardware; performance characteristics and technical environment;
CMR:333:04 Page 2 of 4
significance of deviations from requirements; performance in other locations; financial
stability, organization, staffing, and experience; proposal format and content; vendor’s
implementation plan; maintenance and support; and training. See Attachment C for the
weights assigned to the summary categories of all evaluation criteria in the selection
process. The two highest ranked vendors were each sent a Request for Clarification on
December 15, 2003 and given 44 days to respond.
The two top-rated vendors were invited to participate in oral interviews and product
demonstrations in January 2004. Members of the evaluation committee and. many
members of the Library staff participated in the vendor demonstrations, as did
representatives of the Library Advisory Commission and the Board of Directors. of the
Friends of the Library. Following the presentations, Requests for Further Clarification
were sent to the two vendors. These responses were evaluated, and the evaluation
committee then completed the evaluation of the vendors based on a final ranking which
included the two criteria of overall suitability and cost.
Dynix was selected as the successful vendor because it best met the evaluation criteria.
Factors that determined Dynix’s top rating on the criterion of "overall suitability"
included its leadership in the Library automation marketplace, proven track record of
performance, including its existing installation at the Palo Alto City Library, and the
ability to successfully migrate existing data to the new system. Additionally, IT Division
staff determined that the hardware platform proposed by Dynix was more in conformance
with the City’s standard than that proposed by the other vendor.
The RFP process allows the City to negotiate the price of the work upon selection of the
successful firm. During the negotiation process, a 5% discount for pre-payment for two
years of annual maintenance on the software and hardware was secured. Therefore, the
total contract price consists of $176,975 for Dynix software, hardware, and three years of
associated software to enhance the public catalog plus $55,996 for two years of annual
maintenance beyond the first year, which is covered under warranty.
Staff, with the concurrence of the City Attorney, has determined that the firm is exempt
from complying with the financial disclosure provisions of the City’s conflict of interest
code, because the firm’s range of duties and services to be provided under the contract are
limited in scope or are primarily ministerial in nature.
RESOURCE IMPACT
Funds for this project are available in Capital Improvement Project LI-94018.
After the conclusion of the warranty period and the two years of pre-paid maintenance,
the ongoing maintenance costs will be absorbed into the Library’s annual operating
budget.
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POLICY IMPLICATIONS
This recommendation does not represent any change to existing City policies. The
recommendation that the City Manager be authorized to exercise an option to continue
the maintenance support agreement for nine consecutive years follows the precedent set
when the contract with SAP, Inc. for the Enterprise Resource Planning system was
approved by Council.
TIMELINE
Initial work on this project will begin in September 2004, with data and transaction
migration scheduled for January 2005. Cutover to the new system and use by library
staff and customers is slated to happen by February 2005.
ENVIRONMENTAL REVIEW
Not applicable.
ATTACHMENTS
Attachment A:Contract
Attachment B"Scope of Services
Attachment C:Summary of Evaluation Criteria
Attachment D:Certificate of Non-Discrimination
PREPARED BY:
MARY ~f~NT0
Supervising Librarian, Technical Services
DIANE JENNINGS
Manager, Main Library Services
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
PAULA2 SIMPSON
Library Director
E]HARRISON
Assistant City Manager
CMR:333:04 Page 4 of 4
Attachment A
DYN IX.
PURCHASE AND LICENSE AGREEMENT
This Agreement is made and entered into by and between Dynix Corporation ("Dynix’), a Utah corporation
havhg its offices at 400 West 5050 North, Provo, Utah 84604 and the City of Palo Alto ("City") for its department the Palo
Alto City.Library ("Library"), the City having its offices at 250 Hamilton Avenue, Palo Alto, California 94301
and the Library having its offices at 270 Forest Avenue, Palo Alto, California 94301. The term "Dynix"
shall also refer to the company, its agents, suppliers, and its subcontractors.
RECITALS
WHEREAS, City desires to contract with Dynix to obtain the Hardware, licenses, and services described
herein, and Dynix desires to contract With City to provide the Hardware, licenses, and services described
herein; "
NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained
herein, the parties hereto hereby agree as follows:
FURNISHING OF HARDWARE AND SOFTWARE
Subject to the terms and conditions set forth herein, Dynix agrees to provide and City 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.
CONTRACT DOCUMENTS
The contract documents are:
A. This Purchase and License Agreement, including the following schedules attached hereto:
Schedule 1--Configuration
Schedule 2--Schedule of Activities
Schedule 3--Data Load Services
Schedule 4--Payment Schedule
Schedule 5---Acceptance Tests
Schedule 6--End User License Agreements
Schedule 7 - System Capacity and Growth Warranties
Schedule 8--Maintenance Agreement.
B.Dynix’s Response to Request for Further Clarifications dated March 19, 2004;
C.City’s Request for Further Clarifications dated March, 2004;
Do Dynix’s Clarifications dated January 22, 2004;
E.City’s Request for Clarifications dated December, 2003;
F.Dynix’s Proposal dated October 21,2003; and
G.City’s Request for Proposal issued September 9, 2003.
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.
DEFINITION OF TERMS
A.Database Server: The computer provided by Dynix and operated by City to provide database
management services in connection with the Licensed Software.
B.Day l of Production Operations: The first day of City’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 then will notify Dynix in accordance with the
requirements of section 25B of this Agreement that it has begun to use the System in
production operations, and the date of Library’s notice shall be the Day 1 of Production
Operations.
C.Hardware: The items listed on Schedule 1 hereto under the subheading Hardware.
D.Horizon Information Portal Server: The computer provided by Dynix and operated by City to
provide access and gateway services to the Database Server in connection with the Licensed
Software.
E.Horizon Application Server: The computer provided by Dynix and operated by City to handle
all application operations between Workstations and the Library’s database housed on the
Database Server.
F.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 City by Dynix for use in connection with
such product, as well as any Dynix-developed software modules that are acquired subsequent
to this Agreement.
G.System or Horizon System: The total complement of Hardware, Licensed Software, and Third
Party Software furnished and maintained by Dynix.
H.Test Database Server: The computer provided by Dynix and operated by City to provide a
separate testing environment for software and operating system upgrades prior to
implementation.
I.Third Party Software: Software owned by an entity other than Dynix which is re-licensed or
sublicensed by Dynix to City as described in Schedule 6.
J.Workstation: An end-user machine provided by City on which client software operates to
access the Database Server, Application Server, or Information Portal Server and which
-meets or exceeds Dynix’s specifications required for operation of the Licensed Software.
K.Library’s Operating Hours: Operating hours of Library.
L.Content: "Content for the Horizon S ystem" is content obtained either through D ynix or with
Dynix’s agreement that is used to enhance the Library’s bibliographic database holdings.
M. Services: The items listed on Schedule 1 under the subheading Services
N Other Data: Includes holdings, patron records, item status, fines or fees, holds or reserves,
and item records.
4.SITE PREPARATION
City shall, .at its own expense, prepare the site or sites for installation of Hardware to comply with
the Hardware manufacturer’s specifications. Prior to commencing installation during the installation
trip, Dynix will provide site preparation requirements and City will confirm by e-mail that it meets the
requirements.
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CONFIDENTIAL AND PROPRIETARY
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TRANSPORTATION AND INSTALLATION OF HARDWARE
A. TRANSPORTATION
1. Upon receipt of e-mail notification by City 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 Dynix to 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 City of the courier tracking number. City shall be able to track shipment via the
courier’s website.
3.All Hardware shall be delivered as "inside deliveries" to the installation site between the
hours of 9:00 am and 5:00 pro, Monday through Friday with the exception of City’s holidays.
4.Hardware shall be preserved, packed and marked in accordance with standard shipping
practices.
5.City 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 site(s) specified by City. City shall make all the necessary arrangements to
allow Dynix personnel sufficient work space and. access to the installation locations dudng
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 City’s
site for twenty-four (24) hours of consecutive materially error-free operation, Dynix shall
certify in writing to City that the Hardware installation for that server is complete.
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 of City premises. Thereafter City will be responsible for risks of loss or
damage, except for loss or damage caused by Dynix in the process of installation. Title to the
Hardware shall pass from Dynix to City upon delivery inside of City’s premises.
SERVICES
Ao Dynix will extract data from Library’s current 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.
Dynix will provide training sessions on the operation and use of the Licensed Software for City’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 City.
DOCU M E NTATI ON
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.
City may photocopy or otherwise reproduce Dynix copyrighted documentation and training materials
for training or other internal uses provided that Dynix’s statement of copyright is included on each
copy.
ACCEPTANCE TESTS
Except where otherwise stated herein, the testing of the System shall be conducted by City without
the assistance of Dynix.
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CONFIDENTIAL AND PROPRIETARY
City agrees that it will perform or waive acceptancetests as described in Schedule 5, Exhibits A
through D. City agrees to perform or waive acceptance tests of Software products that are in use by
City on Day 1 of Production Operations with the System, within one hundred eighty (180) days
following Day 1 of Production Operations. Upon completion of these tests, City 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 City 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 City 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 City 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 City provides Dynix, .in writing, with any claim that the System does not meet performance
specifications a s described i n Schedule 5 hereto o n or b efore 60 days after Day 1 o f Production
Operations, it will be conclusively presumed that the System has met all performance specifications
for purposes of System acceptance.
10,WARRANTY
WARRANTIES
1. Dynix warrants that the Licensed Software will contain the features and functionality
described in the contract documents and applicable user manuals so long as (i) City
remains current in payment of all maintenance fees for the current and all prior periods
during the term of the Agreement, and (ii) City has incorporated into the Software all
releases and corrections to the Software that Dynix has made available to City.
2.Dynix warrants that the services listed in Schedule 1 will be performed in a workmanlike
manner consistent with industry standards reasonably a pplicable t o t he performance o f
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 City 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 =Operating Hours in which the activities of users are not scripted to crea[e
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 less than or equal to 2 seconds minus any
network latency for users whose Workstations are connected to the System server via a
LAN operating at greater than or equal to 100mbps. On demand during the time City is
using the System, a thirty (30)-minute response-time test can be conducted by City 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 LAN operating at
greater than or equal to 100mbps. The transactions active at the time shall be those
occurring under normal business conditions during Library’s Operating Hours.
5.For a one-year period following Day 1 of Production Operations, and thereafter as long as
City 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
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CONFIDENTIAL AND PROPRIETARY
Bo
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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 City, provided that City has completed necessary hardware
upgrades to run future releases of Horizon if required. In the event of degradation of
response time Dynix will use its best efforts to bring the System into compliance with the
response time requirements detailed in the contract documents and including 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 City shall acquire
good and clear title to the Hardware purchased hereunder, free and clear of all liens,
claims, or encumbrances from a third party.
8.Prior to ordering Servers, Dynix will contact City and confirm the configuration for the
Servers. If new or better Server configurations are available for the same (~r lower price.
than outlined in Schedule 1, City may elect to substitute the Server or Servers in Schedule
1 with the new configuration.
EXCL USI VE REMEDY
If City believes there has been a breach of a warranty in Section 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 City’s
exclusive remedy will b e for D ynix to c orrect o r modify t he Licensed Software, Hardware o r
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, City will be entitled to
an equitable adjustment in the monies owing under this Agreement, up to the total amount of
payments for the Licensed Software, Hardware, and/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.
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) connection to the System of hardware
components not supplied by Dynix to City; or (iii) City’s failure to use any new or corrected
versions of the System components made available by Dynix; or (iv) Dynix’s adherence to City’s
specificatiQns or instructions provided Dynix notifies City that custom work may affect contract
warranties.
NO ADDITIONAL WARRANTIES
THE WARRANTIES SET FORTH IN SECTION 10.A OF THIS AGREEMENT ARE 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 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.
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CONFIDENTIAL AND PROPRIETARY
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
City..
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
City hereby agrees to enter into an agreement for maintenance of the Hardware, Licensed Software
and Third Party Software, included in Schedule 8. Pursuant to the terms and conditions of that
maintenance agreement, Dynix shall maintain the Licensed Software modules at Dynix’s expense for
a period of one year from Day 1 of Production Operations. Prior to the end of the warranty period for
the Hardware named in this Agreement, Dynix shall submit maintenance options and prices to City.
13.PAYMENT SCHEDULE
t4.
Dynix shall submit all invoices to Library at the Library’s address shown in the first paragraph of this
Agreement. City is solely responsible for payment of all invoices. Dynix will not provide multiple
invoices or bill entities other than City, including consortium members or governing boards, unless
stated otherwise in this Agreement. Invoices shall be considered past due forty-five (45) days after
the date shown thereon. Payment milestones are detailed in Schedule 4.
TAXATION
City is subject to state and local taxes, which are included in Schedule 1.
City agrees to pay directly any taxes arising out of this Agreement or Dynix’s performance under this
Agreement, excluding taxes on Dynix’s net income.
15.SOFTWARE LICENSE
A.Dynix hereby g rants City a non-exclusive, perpetual, n on-transferable, non-sublicenseable and
limited use license to use the Software on the Database Server, Information Portal Server, Test
Database Server, and Workstations solely in the conduct of the business of Library for’up to 100
concurrent staff users.
B.City 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.
C.The Software is confidential and proprietary and the copyrighted intellectual property of Dynix,
and all rights therein not expressly granted to City 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 d.eveloped for City through the reimbursed or unreimbursed efforts of Dynix employees or
agents.
E.Except to the extent permitted by applicable law, City 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.
G.Dynix or its independent audit firm may, upon reasonable notice, examine and audit the records
and systems of City to ensure compliance with any license granted by Dynix. Any audit will be
performed during City’s regular business hours and in a manner which avoids unreasonable
interference with City’s operations. If such an audit reveals that City has underpaid or failed to
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CONFIDENTIAL AND PROPRIETARY
pay any license fee, City agrees promptly to correct such underpayment, and if City has overpaid
any license fee, Dynix agrees to promptly correct such overpayment.
H.City 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.
/.City may not alter or obscure any proprietary rights notice or the phrase "powered by Dynix"
appearing on any D ynix-supplied materials and must include such notices or phrases o n 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 t hat such portion contains proprietary and confidential information o f
Dynix.
K. Upon termination of this license City 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 tl~e duration of this Agreement a deposit
agreement arid will not cancel or modify said deposit agreement without thirty days notice to City.
City 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 City by Dynix; and ii) City ;s a registered licensee with Data
Securities International, Inc. City may become a registered licensee either directly with Data
Securities International, Inc. or by becoming a member of the Horizon Software Users’ Group
which is itself a registered licensee.
16.OWNERSHIP OF DATA
City 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 City 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 City, copy or use such records of City,
except to carry out contracted work, and will not transfer such records to any other party not involved
in the performance of this Agreement. C ity shall have the right, without the consent of Dynix, to
extract as City’s property such data using the System’s utilities and at no cost to City.
17.INTELLECTUAL PROPERTY CLAIMS
A. ¯ Dynix will defend or settle, at its option and expense, any legal proceeding brought against City
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, service marks, design rights,
copyrights, database rights, trade secrets and all other rights of an equivalent nature. Dynix wilt
indemnify, protect, defend, and hold harmless the City against all liabilities, losses, damages,
and costs attributable to such claim~ including attorney’s fees, either settled by agreement or
awarded by the court finally determining the case, provided that City:
1. gives written notice within a reasonable period of time after City 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.
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18.
19.
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 shall promptly attempt to address the situation as described below in
(1) and (2):
1. obtain for City the right to use such materials without additional cost to the City; or
2. replace or modify the materials so they become non-infringing.
If neither (1) nor (2) is reasonably achievable, remove such materials and refund their three-
year net book value for third-party products, purchase price on Licensed Software.
C.Dynix hasno 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 City.
THIS SECTION STATES DYNIX’S ENTIRE OBLIGATION TO CITY AND CITY’S SOLE REMEDY
FOR ANY CLAIM OF INFRINGEMENT.
INDEMNIFICATION AND LIMITATION OF LIABILITY
A.NO LIMITATION OF CERTAIN CATEGORIES OF LIABILITY.
1. Dynix will indemnify, protect, and defend City and hold City 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 section 18.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 City to Dynix during the previous twelve (12) months 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 I N B REACH O F CONTRACT, B REACH O F WARRANTY, O R I N
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.
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 INSURANCE
Dynix shall provide sufficiently broad coverage to include:
1. General Liability Insurance
2. Personal Injury Liability
Palo Alto City Library - Page 8
CONFIDENTIAL AND PROPRIETARY
The 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 California.
Dynix will have a certificate of insurance completed and filed with the City within thirty (30) days of
the execution of this Agreement. No cancellation, change in coverage, or expiration by the
insurance company or the insured shall occur during the term of this contract, without thirty (30)
days written notice to City 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 City to
accept or reject the installation and use of the software changes. Should City choose to accept the
new Software, Dynix will provide City the necessary installation software and City shall be able to
install the said modifications at its convenience. Dynix personnel will be available during normal
business hours for consultation should City encounter difficulty installing the modifications. In the
event that Dynix provides such modifications to City, Dynix shall supply documentation which shall be
sufficient for the use and operation of the System by City.. Should City elect to install and use the
added software functions or capabilities, City shall be responsible for the costs associated with the
purchase, installation and maintenance of the computer hardware necessary to operate same. City
understands that all releases must be installed separately and that new enhancements, and some
bug fixes, are not made available without accepting such releases. Fixes of Bugs (defined for
purposes of this Agreement as unwanted and/or unintended properties in computer programs) that
are data corrupting or that affect the performance or availability of the system as defined in Schedule
8 of this Agreement will be provided to City without requiring that City 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 Software release may require more computer resources than City currently
has available, Dynix agrees that City may operate the currently installed Software release until such
time as City can install computer resources to accommodate the new release. City may continue to
operate the then-current Software release, 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
A.Either party may terminate this Agreement immediately upon written notice:
1. If the other party commits a non-remediable material breach of this Agreement; 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 thirty (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 teaP excepted.
C.Neither party will be liable for any damages arising out of the termination of this Agreement,
provided that such termination or expiration will not affect any right to recover:
1. Damages sustained by reason of material breach; or
2. Any payments which may be owing in respect of the Agreement.
Palo Alto City Library - Page 9
CONFIDENTIAL AND PROPRIETARY
22.RETURNS
City 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
City’s consent.
24.DISPUTE RESOLUTION
25.
¯ 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.
GENERAL
A.Force Majeure. A party is not liable under this Agreement for non-performance caused by
events or conditions beyond that party’s reasonable control, if the party makes reasonable
efforts to perform. This provision does not relieve City of its obligation to make payments then
owing.
B.Notices. All written notices required by this Agreement will be effective upon receipt. All
notices given hereunder will be sent registered, certified or overnight delivery, addressed to the
other party (to the Library Director, in the case of City; and to the Chief Operating Officer in the
case of Dynix) at the addresses shown in the first paragraph of this Agreement or such other
address as either party may specify in writing.
C.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.
D.Publicity. Dynix agrees to submit to City all press releases, advertising, sales promotions, and
other publicity matters, related to any product furnished by Dynix to City wherein City’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 City.
E.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.
F.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 City. Dynix has received from City no incentive or special payments, or
considerations not related to the provision of automation systems and services described in this
Agreement.
G. Invafidity. If any provision of the Agreement is held invalid by law or regulation of any
government or by any court or arbitrator, such invalidity will not affect the enforceability of other
provisions.
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.
Palo Alto City Library - Page 10
CONFIDENTIAL AND PROPRIETARY
I.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.
K.Section Headings. Headings and titles used in this Agreement are for reference purposes only
and shall not be deemed a part of this Agreement.
L. Entire Agreement. T his Agreement constitutes t he parties’ entire agreement r elating t o 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 be constitute an enforceable original of the Agreement, and
that facsimile signatures shall be as effective and binding as original signatures.
N. Governing Law. This Agreement shall be governed by the laws of the State of California.
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.
CITY OF PALO ALTO
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Director of Administrative
Services
Director of
.~ .~F~ TION
By: ~
Name:
Title:
By:
Name:
Title:
Taxpayer Identification No.
qo,t-oz4z./
(Compliance with Corp. Code. 313 is required if
the entity on whose behalf this contract is signed
is a corporation. In the alternative, a certified
corporate resolution attesting to the signatory
authority of the individuals signing in their
respective capacities is acceptable)
Risk Manager
Palo Alto City Library - Page 11
CONFIDENTIAL AND PROPRIETARY
SCHEDULE 1
CONFIGURATION
Qty Description
DYNIX SOFTWARE
1 Horizon Public Library Suite
General
Horizon Cataloging
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Circulation
Information Portal (unlimited user license)
Kids’ Information Portal
Acquisitions
Community Resources
Home Service
SIP (5 locations)
Products Sold Separately
1 Horizon Serials Control
1 Horizon Reciprocal Borrowing
1 Horizon Remote Patron Authentication
1 Horizon Offline Circulation Enhanced
Dynix Customer Loyalty Discount:
DATABASE SOl- I WARE
1 MS SQL 2K Standard Run Time Edition License
(Per Processor)
1 DyniX Support for MSSQL Server 2000
ADDITIONAL SOFTWARE
Horizon Consolidated Searching
10 6-15 Translators
Horizon Enriched Content (Public)
Elements Selected Are:
Fiction & Bio
Table of Contents
Summaries/Annotations
Chapters/Excerpts
Cover Images
PW Reviews
LJ Reviews
SLJ Reviews
Author Notes
Booklist Reviews
Unit
Price
81,500
11,000
4,315
4,315
4;315
3,015
1,500
.500
4,260
Total
Price
81,500
11,000
4,315
4,315
4,315
(30,339)
3,015
1,500
5,000
4,260
Annual
Maint
12,225
1,650
647
647
647
352
1,500
5,500
4,260
Palo Alto City Library - Page 12
CONFIDENTIAL AND PROPRIETARY
Serial Solutions
Public-Union Catalog
Serial Solutions Article Linker with unlimited full text 8,190 8,190Databases Subscription
1 Web Reporter 2.0 (5 user license)5,250 5,250
DATA SERVICES
HORIZON DATA LOAD SERVICES
1 MARC Data Load Setup & Consultation 3,000 3,000Desc: Includes Consultation, test load(s), data tuning, and profiling while in implementation.
Requirement: Library will provide clean MARC records with item tags.
1 MARC Bibliographic and Item Record Load I 3,000 3,000
Desc: Load MARC bibliographic records with item information
~1 Circulation Transaction Migration
1 Less than 500,000 bib records 3,000 3,000
Requirements: Library must provide a single file in pre-defined
or ASCII delimited format with field definitions. File contains item
status, fines and fees, notices, and requests. History is not transferable;
however balance totals maybe preserved.
IMPLEMENTA TION SERVICES
2 Pre-installation and Database Design Planning 1,500 3,000Days
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 or iLearn)
SERVER STAGING
1 Local Server Staging (at Dynix)
Staging for:
DATABASE SERVER
DATABASE SERVER DISK ARRAY
HORIZON APPLICATION SERVER
SERVER INTEGRATION
1 On-site Server Integration (at library)
Integration for:
DATABASE SERVER
3,200 3,200
3,750 3,750
1,200 1,200Additional On-site Server Integration (at library)
Integration for:
HORIZON APPLICATION SERVER
Horizon Information Portal Server
8,19C
1,25C
Palo Alto City Library - Page 13
CONFIDENTIAL AND PROPRIETARY
EDUCATION SERVICES
HORIZON TRAINING
Total Training Days13
1 Base C~nsite Education Package
Training Subjects:
Searching
Cataloging
Circulation
QuickStart System Administration
PUBLIC Onsite Education Package
Training Subjects:
Home Services
Community Resources
Inventory
Acquisitions
2 SPECIALS Onsite Education Package
Training Subjects:
Specialized Training
1
1
1
1,100
(3 Days)
Horizon Serials
Horizon Training
Horizon Reciprocal Borrowing
Training Add-on
Standard Web-based Private Sessions (1
Connection)
Horizon Web Reporter
(3.5 Days)
(2 Days)
(1.5 Days)
(0.5 Days)
(0.5 Days)
14,300
5 250 1,200
1
CONVERSION SERVICES
1 Database Conversion from MS SQL to Oracle (for 5,000 5,000
Horizon 8.0)if City chooses
7,644
SERVER HARDWARE
DATABASE SERVER .
1 Dell PowerEdge 4600 Server
1 x 2.8 intel Xeon Processor(s) with 512 KB cache
2048 MB ECC DDR Memory
6 x 36 GB 10000 rpm Hot Swappable Disk(s)
3310 W/HW RAID Dual CNTRL
Media: 24x IDE CD-ROM , 1.44 MB Floppy
20/40 GB DDS-4 Tape Drive
’15 Inch Monitor
MicroSoft Win 2000 Server
3 Year, 4-Hour Response Warranty Uplift
7,644
Palo Alto City Library - Page 14
CONFIDENTIAL AND PROPRIETARY
HORIZON APPLICATION SERVER
Dell PowerEdge 2600 Server
2 x 2.8 GHz Intel Xeon Processor(s) with 512 KB cache
4096 MB ECC DDR Memory
2 x 36 GB 10000 rpm Hot Swappable Disk(s)
Internal HW RAID
Media: 24x IDE CD-ROM , 1.44MB Floppy
20/40 GB DDS-4 Tape Drive
17 Inch Monitor
Microsoft Win 2000 Server
3 Year, 4-Hour Response Warranty Uplift
(To be purchased by Dynix when going to 8.0)
6,976
HORIZON INFORMATION PORTAL SERVER
Dell PowerEdge 2600 Server
1 x 2.8 Intel Xeon Processor(s) with 512 KB cache
4096 MB ECC DDR Memory
2 x 2.8 GB 10000 rpm Hot Swappable Disk(s)
Internal HW RAID
Media: 24x IDE CD-ROM , 1.44 MB Floppy
20/40 GB DDS-4 Tape Drive
15 Inch Monitor
Rackmount Rails for standard 19in four post Rack
Microsoft Win 2000 Server
3 Year, 4-Hour Response Warranty Uplift
6,976
1 6,976 6,976
208
SERVER ACCESSORIES
SUPPORT SOFTWARE
2 Symantec pcAnywhere 10.5 (Host/Remote)
OPERATING SYSTEM SUPPORT
OS/First Line Hardware Technical Support - Tier 2 (Standard)
Includes:
-Operating system tuning assistance
-Operating system patches (upon request)
- Phone support for general questions concerning the operating system
416
6,738
- Front line hardware support.
MAINTENANCE MODEMS
2 Multitech 33.6K Modem with DB9 Cable 159 318 60
BUNDLED HARDWARE
TELEPHONE MESSAGING
1 Telephone Messaging - 2 Analog/Digital Lines 17,850 17,850 .2,587
SUPPLIES
Documentation Bundle
1 Horizon Public Library Suite Doc And Media
Palo Alto City Library - Page 15
CONFIDENTIAL AND PROPRIETARY
SYSTEM TOTAL
Shipping:
Discount:
Tax 8.25%
Pre-Paid Subscriptions (2 yrs)
GRAN D TOTAL
Pre-Paid Maintenance (2yrs)
Additional 5% discount
Tax on Pre-Paid Maintenance
183,151
1,763
(53,790)
9,951
35,900
176,975
56,608
(2,830)
2,218.34
55,996.34
NOTE: Should the tax rate change during the life of this Agreement or the Maintenance Agreement, the
City shall be responsible for payment of any additional taxes that may be owed above those shown in this
schedule, and Dynix shall refund to City any amount resu t ng from a decrease in the tax rate.
DOCUMENTATION
Print Manuals
Horizon Table Structures
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
Horizon
System Administration
Launcher
Bimport
Cataloging User
Cataloging Setup
Circulation User
Circulation Setup
Basics User
Implementation Forms and Manual
Information Portal System Administration
Doc Homebound User
Acquisitions User
Acquisitions Setup
Inventory User
Media Scheduling User
Serials User
Serials Setup
Software
Hardware
Total
ESTIMATED ANNUAL MAINTENANCE SCHEDULE
Year 1 Year 2 Year 3
$0 Prepaid Prepaid
$0 Prepaid Prepaid
$0 Prepaid Prepaid
Year4
$40,648
$12,111
$52,759
Year 5
$42,680
$12,717
$55,397
Note: Any of the above maintenance prices that are for third party products are estimates only and are
subject to change by the third party vendor.
Palo Alto City Library - Page 16
CONFIDENTIAL AND PROPRIETARY
SCHEDULE2
SCHEDULE OF ACTIVITIES
The following tasks and calendar provide an outline of the implementation schedule for the project, With
fifteen (15) working days of contract execution, City and Dynix will jointly develop a mutually-agreeable
schedule of activities. The final schedule will be reviewed and accepted during the pre-installation meeting.
Project Start
I Discuss Specific Details of Implementation Schedule
Load Horizon Test Data 7 days
Extract the Test Data
Load the test records on your Horizon database
System Profiling 21 days
Profiling Session #1 with Library Consultant 2 days
Profiling Session #2 with Library Consultant 2 days
Testing 28 days
1 Review Test data against the entered profiles
Horizon/HIP Training Server 49 days
Order and Receive Server 30 days
Stage Servers 14 days
Ship HIP server 6 days
Remote Install 1 days
Sign-offs 0 days
Send Testload Data sign-off form to Dynix
Send Profile Acceptance form to Dynix
Load copy of test load
Training 23 days
Training 4 days
Training 4 days
Training 5 days
Peripherals 14 days
I Setup Sessions with Peripheral Specialist
Production Data Load 23 days
Begin Your Production Data Load
Perform Software Check 2 days
Hardware Installation 7 days
Dynix ships server and any additional hardware 5 days
Install server and perform connectivity tests 1 days
Gap Load and Cut-over 7 days
Cataloging and Patron Data Gap Load 3 days
Start Date
09/12/04
10/03/04
10/10/04
10/14/04
10/21/04
10/31/04
09/12/04
09/12/04
0/12/04
1/28/04
2/05/04
1/28/04
End Date
09/12/04
10/10/04
10/31/04
10/1 5/04
10/22/04
11/28/04
10/31/04
10/12/04
10/26/04
12/04/04
12/06/04
11/28/04
12/06/04 12/29/04
12/06/04 12/09/04
12/13/04 12/16/04
01/03/05 01/07/05
01/08/05 01/22/05
11/28/04 12/21/04
12/19/04 12/20/04
12/21/04 12128/04
12/21/04 12/26/04
01/04/05 01/05/05
01105105 01112/05
01105105 01/08/05
Stop cataloging and making patron record 0 days 01/05/05 01/05/05
changes
Extract bib,item, and patron records 0 days 01/05/05 01/05/05
Load gap data for bib, item and patron records 3 days 01105/05 01/08/05
Circulation and Item Data Cutover 3 days 01109/05 01/12/05
Palo Alto City Library - Page 17
CONFIDENTIAL AND PROPRIETARY
Stop circulation and discontinue use of existing
s~,stem
Extract circulation data
Load circulation data
Process Horizon Offline Circulation data into
Horizon
Horizon Go Live
I Begin using your new Horizon system
Project Wrap Up
I Begin to submit issues to Support using Log Express
0 days
0 days
2 days
0 days
0 days
14 days
01/10/05
01/10/05
01/10/05
01/12/05
0t/12/05
01/12/05
01/10/05
01/10/05
01/12/05
01/12/05 8:00
AM
01/12/05
01/26/05
Palo Alto City Library - Page 18
CONFIDENTIAL AND PROPRIETARY
SCHEDULE 3
DATA LOAD SERVICES DETAIL
Preparing Library’s Data. It is Library’s responsibility to ensure that it can extract standard USMARC
records from its authority and bibliographic data. A data cleanup should be performed by Library prior to
the migration of data to Horizon. Dynix cannot begin data. production until a complete set of MARC data
is received from Library. Dynix will extract Library’s data from 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.
(2)Dynix shall pull up to twenty thousand (20,000) bibliographic records and matching authority records
if applicable, (the "Test Set") that shall be used to verify that processing will be done according to
specifications.
(3)Dynix shall develop and/or modify programs on City’s sYstem to process the data files according to
the Load Specifications and will load the Test Set. Thereaft.er, City will execute all appropriate
searching commands as described by current Dynix documentation.
(4)After Dynix delivers the processed record information, City 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.
(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 City 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 City.
The Data Load Test shall be successfully completed when the Test Sets have been processed to meet
the Load Specifications. If Dynix receives no notice of load discrepancies within thirty (30) days of
delivering the processed records information for examination, the test shall be deemed successful.
Following the Data Load Test, Dynix shall proceed with the production dataload.
Submit Data to Dynix. Dynix will extract all pertinent data files in standard MARC from Library’s current
system. Data can be extracted and written to tape or CD, or transferred to Dynix directly by FTP (File
Transfer Protocol). If Library is ’using a bibliographic vendor, then a copy of Library’s records can be sent
directly to Dynix. After the data extraction, Library will continue working on its existing Dynix system.
Library may continue to catalog as normal.
Production Data L oad. 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.
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 sign-off on the production data
load.
Palo Alto City Library - Page 19
CONFIDENTIAL AND PROPRIETARY
Cutover to Horizon System. At some point after the installation of the Database Server at City, Library
will stop cataloging on its Dynix system. Library may need to 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 City will be required to sign-off on the final data. Library will then begin
working on its new Horizon system. At this point; Library will discontinue use of its Dynix system.
Description of record loads. City will contact its technical support contact at Dynix to determine tape
and data formats before ordering bibliographic and authority tapes from any vendor.
Authority Records. City shall have the opt!on to have Dynix load a file of MARC authority records
supplied by City or have Dynix create authority files of the headings in the bibliographic records. Dynix
will load author, subject and series authority files from Dynix, including ’see’ or ’see also’ references.
Bibliographic Records/MARC Tapeload. Load de-duped tapes from a single source creating one
bibliographic record for each MARC record on the tapes. Dynix MARC.BIB and BIB files will be loaded.
Any non-MARC data in Dynix will be mapped to a MARC format for export.
Holding Creation/Item Records. Item records will be transferred~ from the existing Dynix system
according to definitions provided by City. Dynix will automatically assign Collection codes, item loan
types, library/branch designations to each item based on information supplied by City.
Fields of the Dynix holdings record loaded include, but are not limited to:
Call number
¯ Check in notes
Collection
Copy volume statement
Item barcode
Item status
Item use count
Itype
Location
Price
Notes.
Source
Dates
Patron File Load. Dynix will load Library’s existing patron file from Dynix. Fields of the Dynix patron
record loaded include, but are not limited to:
PIN
Dynix ID
Ptype
Borrower barcode and lost date, if applicable
Address line 1
Address line 2
Address line 3
Address line 4
City State code
E-mail address
Postal code
Phone number
Palo Alto City Library - Page 20
CONFIDENTIAL AND PROPRIETARY
Birthday
Notes
Record creation date
Guardian
Last Checkout date
Location
Number of checkouts
Any customized or added fields will also be added.
Circulation Data Load. Dynix will load Library’s existing circulation files from Dynix.
include, but are not limited to:
CIRC.OUT
CIRC.HIS
PURF
PURF.HIS
BIB.HOLDS
TRACK
Files loaded
Serials
pattern,
Holdings Load. Dynix will load Library’s existing serials files from Dynix, including all publication
tracking, claiming, and receipt data. Files loaded include, but are not limited to:
MARC.HOLD
PROCESS
BIB.INDEX
CHECKIN.INDEX
ISSUE.DETAIL
ISSUE.STATUS
Acquisitions Files. Dynix will 10ad all of Library’s existing Acquisitions files. Files loaded include, but
are not limited to:
VENDOR
VEND.ADDR
FUNDS
ORDERS
INV.LLINE
ORDERS.ACTIVITY
ACQ.CODES
RECEIPTS
INVOICE
INVOICE.ACTIVITY
All open orders and selection lists will be migrated.
Community Resources File. Dynix will load Library’s existing community resources file from Dynix,
including newspaper index records.
Other files: Dynix will load Library’s Obituary File according to definitions provided by City.
Palo Alto City Library - Page 21
CONFIDENTIAL AND PROPRIETARY
SCHEDULE 4
PAYMENT SCHEDULE
MILESTONE
Delivery of Client Licensed Software Modules to City
Successful Completion of Data Test Load and Acceptance of
Authority Record Load and Profile
Delivery of Hardware and Third-Party Software to City
Successful Completion of Database Load/Migration
Successful Completion or Waiver of Functional Acceptance Test
Successful Completion or
Waiver of Response Time and Reliability Acceptance Tests
PERCENTAGE OF CONTRACT
5%
15%
10%
30%
25%
15%
100%
The Acceptance Tests associated with the final two milestones will be attempted within sixty (60)
,days of Successful Completion of Database Load/Migration.
Palo Alto City Library - Page 22
CONFIDENTIAL AND PROPRIETARY
SCHEDULE5
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) City and Dynix will jointly develop data load specifications (the "Load Specifications") which shall be
set forth in writing by City. Dynix will assist City in identifying inaccuracies or deficiencies in the Load
Specifications as revealed by actual loading and will work with City to revise the Load Specification as
appropriate. R evisions m ade a s the result of i naccuracies in t he Load Specifications may r esult in
delays in record processing and additional charges.
(2)City shall identify by control number (e.g. ISBN, LCCN, OCLC)and provide on a mutually agreed upon
medium ( e.g., F TP, e -mail) f or d irect i nput u p t o ten t housand (10,000) bibliographic records and
matching authority records if applicable, (the "Test Set") that shall be used to verify that processing will
be done according to specifications. City 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 City’s system to process the data files according to the
Load Specifications. City will then load the Test Set from tape via all Dynix documentation described
methods. Thereafter, City will execute all appropriate searching commands as described by current
Dynix documentation.
(4)Following Dynix’s delivery of the processed record information for examination, City 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 City 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 City.
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 twenty (20) working days of
delivering the processed records information for examination, the test shall be deemed successful. Upon
successful completion of the Data Load Test City shall pay the applicable invoice.
REMEDY:
City’s exclusive remedy is to have Dynix re-perform the services in accordance with the warranties section
of the Agreement.
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CONFIDENTIAL AND PROPRIETARY
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
thirty (30) days of Day 1 of production operations with a.given module.
PERFORMED BY:
City staff.
TEST METHODOLOGY:
(1) City 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) consecutive days of receipt of
report. Within seven (7) days of receipt of notice of resolutiorl from Dynix, City shall retest the function
and confirm that the function has or has not been resolved.
(4)Dynix and City agree that not all aspects of the software are reasonably testable in the time frame given
(e.g. "two-year cumulative statistics") and that certain aspects (e.g. "user friendliness") are subjective.
Untestable features or aspects of the 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 City will be obligated
to pay the applicable invoice when each problem properly reported in the thirty (30) day test period has
been resolved.
In the event that Dynix receives no notice regarding non-functioning items within thirty (30) days of Day t of
Production Operations, then the Module Functionality Test will be deemed to have been successfully
completed and City 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:
City’s exclusive remedies are those set forth in the Warranties section of the Agreement.
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CONFIDENTIAL AND PROPRIETARY
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:
City 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 consecutive 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) City may stop and restart the test, and the time during which the test has been stopped at City’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) City 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 operational hours and the
hours City is covered by a Dynix Maintenance Agreement.
Not to be counted as downtime:
-holidays
-other times when Library is officially closed
-times when City 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 City’s staff (operator) error
- outages which do not affect City operations or System performance
- outages .for which on site spares are available
-outages caused by items not provided by Dynix
(8)Ail 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
(m) = number of minutes of downtime
(t) = total downtime [for that occurrence]
FORMULA (t) = (d) x (m)
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CONFIDENTIAL AND PROPRIETARY
(B) The downtime coefficient value shall be assigned according to the following table:
Hardware Maior Outa,qe:
1.00 -- Central processing unit
1.00 -- Disk drive(s) controller
1.00 -- Main memory
Hardware Minor Outa,qe: (each 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 Major Outa,qe:
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 Outaqe: (per function)
0.50-- Hold
0.50 --
0.50 --
0.50 --
0.50 --
0.50 --
0.50 --
0.50 --
0.25 --
0.25 --
Fine payment
Patron name inquiry
Authority file update
Receiving items in Acquisitions or Serials
Cataloging items in Media Scheduling
Ordering items
Adding reserve items
Updating funds
Claiming
Any software functions not specifically identified above will not be included in the downtime
calculation until they remain uncorrected for a period of 16 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 shali 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. City
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.
REMEDIES:
In the event that Dynix is unable to successfully complete the test within the total test period, City’s exclusive
remedy is for Dynix, at Dynix’s sole option, to replace any of the components under Dynix warranty or
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CONFIDENTIAL AND PROPRIETARY
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 City’s exclusive remedy in the event Dynix is unable to pass the System Reliability Test
within the total test period.
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CONFIDENTIAL AND:PROPRIETARY
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.
City must .attempt or waive such Response-Time Acceptance Test of an Installation within thirty (30) days
of such Installation provided:
(1)
(2)
(3)
That the conversion and loading of Library’s data as described in Schedule 3 has been
successfully completed; and
That the System Reliability Acceptance Test has been successfully completed or waived; and
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. City 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, City may choose to waive the acceptance test.
Waiving the test at such time will not waive City’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, will provide transaction response times at
user workstations meeting the recommended specifications provided by Dynix, at the rates described in
the City’s Request for Proposal.
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.
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CONFIDENTIAL AND PROPRIETARY
SCHEDULE 6
END USER LICENSE AGREEMENTS
Dynix is required by the following third party vendors to have City agree to the terms and Conditions for End
User.License Agreements as described below:
Microsoft@ SQL Server~ 2000 Standard Edition, Runtime-Restricted Use Software
End-User License Agreement (Per Processor)
# of Licenses: 1
IMPORTANT--READ CAREFULLY: This End-User License Agreement ("EULA ") is a legal agreement
between you (either an individual or a single entity) and Dynix Corporation ("Licensor") of the software
application or suite of applications with which you acquired the Microsoft software product identified
above, which includes computer software and may include associated media, printed materials, and
"online" or electronic documentation ("Product,’). An amendment or addendum to this EULA may
accompany the Product. Microsoft Corporation or one of its affiliates (collectively, "Microsoft") has
licensed the Product to Licensor. YOU AGREE TO BE BOUND BY THE TERMS OF THiS EULA BY
INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO
NOT INSTALL OR USE THE PRODUCT; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE
FOR A FULL REFUND.
The Product may contain the following software:
¯ "Server Software" provides services or functionality on your server (your computers Capable of
running the Server Software are "Servers");
¯"Client Software" allows an electronic device ("Device") to access or utilize the Server Software.
1.GRANT OF LICENSE, Licensor grants you the following rights provided you comply with all terms and
conditions of this EULA:
a. Server Software. You may install one copy of the Server Software on a single Server. If the
Server has more than one processor, you must obtain a separate license for each processor on
that Server. You may use the Server Software only with that number of processors for which you
are properly licensed, a s set forth above. You may install and a dditionat copies o f t he Server
Software on .additional Servers, and/or use the Server Software with additional processors.
However, the sum of the total number of processors with which the Server Software is used and
the total number of Devices on which SQL Server Personal Edition is installed pursuant to Section
l(h) below may not exceed the number of "Licenses" specified above. If a number of "Licenses" is
not indicated above, then you are licensed to use either (i) one copy of the Server Software with
one processor, or (ii) one copy of SQL Server Personal Edition on one Device pursuant to Section
l(h) below. You may use the Management Tools, Books Online and Development Tools
components o f Microsoft S QL Server (collectively "Tools") solely for internal use in conjunction
with your Server Software. SQL Server, Enterprise Edition. If you have acquired the Enterprise
Edition of the Server Software, you may install any number of instances of the Server Software on
that Server for use by any processor for which you have acquired a license. An "instance" shall
mean a running copy of the Server Software.
b. Client Software. You may either (i) install the Client Software (SQL Server Personal Edition) on
any internal Devices so long as it is being used only in conjunction with the Server Software and
the integrated software turnkey a pplication o r suite o f a pplications delivered b y o r o n behalf o f
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CONFIDENTIAL AND PROPRIETARY
Licensor of the Product (such application or applications referred to as the "Integrated Application")
as part of the Integrated Application, or (ii) install and use SQL Server Personal Edition without
installing the Server Software as specified in Section l(h) below so long as SQL Server Personal
Edition is used. only in conjunction with the Integrated Application as part of the. Integrated
Application.
c. SQL Server 2000 Device Access. Any number of Devices may use or access the services of the
Server Software i n conjunction with t he I ntegrated Application s o Iong a s you have acquired a
valid license for each p’rocessor running such Server Software. This EULA grants you the right to
permit Devices to access or use only the services of the Server Software provided with the
Integrated Application.
d. Use of Redistributable Code. In addition to the rights granted above, Licensor grants you the
nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop
Engine ("MSDE") and the files listed in the REDIST.TXT contained in the Product (collectively, the
"Redistributable Code"), provided that you also comply with the following:
i. General Requirements. If you choose to redistribute any portion of the Redistributable
Code, you agree:
A. To distribute the Redistributable Code in object code form and only in conjunction
with and as a part of a software application product developed by you that adds
significant and primary functionality to the Product ("Application");
B.Not to use Microsoft’s name, logo, or trademarks to market the Application;
C.To include a valid copyright notice in your name on the Application;
D.To indemnify, hold harmless, and defend Licensor and Microsoft from and against
any claims or lawsuits, including attorney’s fees, that arise or result from the use or
distribution of the Application; and
E. To otherwise comply with the terms of this EULA.
You also agree not to permit further distribution of the Redistributable Code by your end
users except you may permit further redistribution of the Redistributable Code by your
distributors if they only distribute the Redistributable Code in conjunction with, and as part of,
the Application and you and your distributors comply with all other terms of this EULA.
ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree:
A. That your Application shall not substantially duplicate the capabilities of Microsoft
Access oq in the reasonable opinion of Microsoft, compete with same; and
B.That unless your Application requires your customers to license Microsoft Access in
order to operate, you shall not reproduce or use MSDE for commercial distribution in
conjunction with a general purpose word processing, spreadsheet or database
management software product, or an integrated work or product suite whose
components include a general purpose word processing, spreadsheet, or database
management software product except for the exclusive use of importing data to the
various formats supported by Microsoft Access. Note: A product that includes limited
word processing, spreadsheet or database components along with other components
which provide significant and primary value, such as an accounting product with
limited spreadsheet capability, is not considered to be a" general purpose" product.
e.Reservation of Rights. Licensor and Microsoft reserve all rights not expressly granted to you in
this EULA.
f.Benchmark Testing. You may not disclose the results of any benchmark test of either the Server
Software or Client Software to any third party without Microsoft’s prior written approval.
g.Downgrades. Instead of installing and using the Server Software, you may install and use one
copy of an earlier version of the Server Software on a single Server, provided that you completely
remove such earlier version and install the original Server Software within a reasonable time. Your
use of such earlier version shall be governed by this EULA, and your rights to use such earlier
version shall terminate when you install the original Server Software.
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CONFIDENTIAL AND PROPRIETARY
h. Use of SQL Server Personal Edition Not in Conjunction with Server Software. You may
install and use one copy of SQL Server Personal Edition on one internal Device without installing
or using the Server Software in conjunction with that copy of SQL Server Personal Edition so long
as SQL Server Personal Edition is used only in conjunction with the Integrated Application. You
may install additional copies of SQL Personal Edition on additional Devices without installing the
Server Software provided that such copies of SQL Server Personal Edition are used only in
conjunction with the Integrated Application. However, you must acquire a separate SQL Server
processor license for each Device on which you install SQL Server Personal Edition that is not
used in conjunction with the Server Software. Furthermore, the sum of the total number of
processors with which the Server Software is used and the total number of Devices On which SQL
Server Personal Edition is installed pursuant to this Section l(h) may not exceed the number of
"Licenses" specified above. If a number of "Licenses" is not indicated above, then you are
licensed to use either(i) one copy of the Server Software with one processor, or (ii) once copy of
SQL Server Personal Edition on one Device pursuant to this Section l(h). Any number of Devices
may use or access the services of a Device running SQL Server Personal Edition that is not used
in conjunction With the Server Software so long as you have acquired a separate, valid processor
license for the Device being used or accessed.
i. Runtime-Restricted Use Software. The Product is "Runtime-Restricted Use" software; as such,
the Product may only be used to run the Integrated Application as part of the integrated
Application. The Product may not be used either (i) to develop and/or (ii) in conjunction with, new
applications, databases o r t able o ther than t hose contained i n t he Integrated Application. T he
foregoing provision, however, does not prohibit you from using a tool to run queries or reports from
existing tables, and/or from using a development environment or workbench which is part of the
Integrated Application t o configure or extend s uch Integrated Application. Notwithstanding any
provision of this EULA, you may only transfer the "Runtime-Restricted Use" Product as part of the
Integrated Application, subject to the terms and conditions specified in Section 5 below.
2.INSTALLATION OF SERVER SOFTWARE ON PASSIVE FAIL-OVER SERVER. If the Server
Software is used in a clustered environment, you may use the Server Software on a temporary basis
on a Server that is employed only for fail-over support (the "Passive Server") so long as the number of
processors on the Passive Serverdoesnot exceed the number of processors on your primary active
Server.
3. NO RENTAL/NO COMMERCIAL HOSTING. You may not rent, lease, lend, or provide commercial
hosting services with the Product.
4. ADDITIONAL SOFTWARE/COMPONENT LICENSES. This EULA applies to updates or supplements
to the original Product provided by Licensor or Microsoft, unless Licensor or Microsoft provides other
terms along with the update or supplement. The Product maycontain certain components (each, a
"Component") that included a separate end user license agreement (a "Component Agreement"). The
terms of any Component Agreement are herein incorporated by reference to this EULA; in the event of
any inconsistencies between this EULA and any Component Agreement, the terms of this EULA shall
control.
5. TRANSFER-Internal. You may move the Server Software to a different Server or SQL Server
Personal Edition (installed and used pursuant to Section 1 (h) above) to a different Device. Transfer to
Third Party. The initial user of the Product may make a one-time transfer of the Product to another
end user. The transfer has to include all component parts, media, printed materials, this EULA, and if
applicable, the Certificate of Authenticity. The transfer may not be an indirect transfer, such as a
consignment. Prior to the transfer, the end user receiving the transferred Product must agree to all the
EULA terms.
6. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not
reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is
expressly permitted by applicable law notwithstanding this limitation.
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CONFIDENTIAL AND PROPRIETARY
7.TERMINATION. Without prejudice to any other rights, Licensor or Microsoft may cancel this EULA if
you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies
of the Product and all of its component parts.
8.CONSENT TO USE OF DATA. You agree that Microsoft and its affiliates may collect and use
technical information you provide as a part of support services related to the Product. Microsoft
agrees not to use this information in a form that personally identifies you.
9.NOT. FOR RESALE SOFTWARE. Product identified as "Not for Resale" or "NFR," may not be resold,
transferred or used for any purpose other than demonstration, test or evaluation.
10. EXPORT RESTRICTIONS. You acknowledge that Product is subject to U.S. export jurisdiction unless
otherwise indicated by Microsoft. You. agree to comply with all applicable international and national
laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-
user, end-use and destination restrictions issued by U.S. and other governments. For additional
information, see .http://www.microsoft,com/exportin.q/.
11. U.S. GOVERNMENT LICENSE RIGHTS. All Product provided to the U.S. Government pursuant to
solicitations issued on or after December 1,1995 is provided with the commercial license rights and
restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to
solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in
FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
12. The Product is protected by copyright and other intellectual property laws and treaties. Microsoft or its
suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is
¯ licensed, not sold.
13. NOT FAULT TOLERANT. THE PRODUCT IS NOT FAULT TOLERANT. LICENSOR HAS
INDEPENDENTLY DETERMINED HOW TO USE THE PRODUCT IN THE INTEGRATED
SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND
MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO DETERMINE
THAT THE PRODUCT IS SUITABLE FOR SUCH USE.
14.NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY
WARRANTIES WITH REGARD TO EITHER (A) THE PRODUCT, OR (B) THE SOFTWARE
APPLICATION OR SUITE OF APPLICATIONS WITH W HICH YOU ACQUIRED THE PRODUCT,
THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT
ORIGINATE FROM, AND ARE NoT BINDING ON, MICROSOFT.
15. NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY ¯FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCT O R THE SOFTWARE
APPUCATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE PRODUCT.
THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN
NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED
FIFTY U.S. DOLLARS (US$250.00).
Microsoft is a registered trademark of Microsoft Corporation in the United States and/or other countries.
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CONFIDENTIAL AND PROPRIETARY
MICROSTRATEGY END USER LICENSE AGREEMENT
DYNIX IS LICENSING THE LICENSED SOFTWARE INTO WHICH CERTAIN SPECIFIED
MICROSTRATEGY SOFTWARE PRODUCTS ARE EMBEDDED (THE "PRODUCTS").CUSTOMERHEREBY AGREES AND ACCEPTS THE FOLLOWING TERMS AS A CONDITION FOR USING THE
PRODUCTS. CITY AGREES TO BE BOUND BY THE FOLLOWING TERMS OF THIS EULA AND ITS
EXECUTION OF THE BODY OF THE AGREEMENT IS PROOF OF SUCH CONSENT. IF CITY DOES
NOT AGREE, CITY SHOULD NOT INSTALL OR USE THE PRODUCTS. CITY MAY RETURN THE
PRODUCTS TO DYNIX FOR A FULL REFUND.
City acknowledges that the Licensed Software contains copyrighted and proprietary products and
materials of MicroStrategy, which are obtained under a license from MicroStrategy.
City agrees that it will:
(a) Restrict the use of the Products: solely for use in combination with the Licensed Software
as an OEM Solution and to the license type purchased (e.g. Named User).
(b)Define a Named User License, CPU License and Project (as defined below).
(c)Prohibit any material expansion of the analytic scope of the data model of any Licensed
Software including substantial modification of the delivered data model and a prohibition
on creating any new Projects. "Project" shall mean a single reporting application residing
in the MicroStrategy metadata.
(d)Limit the End User to accessing data only from the data models provided by Dynix.
(e)Prohibit the reverse engineering, disassembly or decompilation of the Product portion of
the Licensed Software.
(f)Prohibit title to the Product portion of the Licensed Software from passing to the End
User.
(g)
(h)
(i)
Disclaim MicroStrategy’s liability for damages, whether direct or indirect, incidental or
consequential, arising in connection with the End User License Agreement.
State that MicroStrategy disclaims any warranty of any kind directly to End User,
including a warranty of performance, merchantability, fitness for a particular purpose and
non-infringement.
Prohibit written and oral disclosures to any third party of any results of any Benchmark
Tests.
(i)
(i)
Permit MicroStrategy to audit the End User’s use of MicroStrategy software.
If the End User exports the Products,-require End User to comply fully with all relevant
export laws and regulations of the United States to ensure that neither the Product
portion of the Licensed Software, nor any direct product thereof, are exported, directly or
indirectly, in violation of United States law.
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CONFIDENTIAL AND PROPRIETARY
SCHEDULE 7
SYSTEM CAPACITY AND GROWTH PATH WARRANTIES
The following requirements are for Horizon 7.3.
Minimum Specifications
Staff Workstation
Recommended Specifi,cations
Staff Workstation
Pentium III
256 MB RAM
1.0 GB Free Disk Space Required
Network Interface Card
TCP/IP Connectivity
Windows 2000, NT v4.0 or XP Professional
Color SVGA Monitor
2x CD-ROM
Mouse or track ball
Pentium IV or greater
512 MB RAM
1.0 GB Free Disk Space Required
Network Interface Card
TCP/I P Connectivity
XP Professional
Color SVGA Monitor
20/48X CD-ROM
Mouse or track ball
Minimum Specifications
PAC Client Workstation
Pentium II1
128MB RAM
100 MB Free Disk Space Required
Network Interface Card
TCP/I P Connectivity
Windows 98 or higher
Color SVGA Monitor
2x CD-ROM
Mouse or track ball
Recommended Specifications
PAC Client Workstation
Pentium IV or greater
256 MB RAM
100 MB Free Disk Space Required
Network Interface Card
TCP/IP Connectivity
XP Professional
Color SVGA Monitor
20/48X CD-ROM
Mouse or track ball
HORIZON DATABASE SERVER MAXIMUM CONFIGURATION (HORIZON 7.3)
Current Dell Database Server configuration will support: 250 concurrent users (75 concurrent staff users
and 175 concurrent public access users) with 1 processor and 2,048 MB of RAM.
Next Configuration Upgrade results in the maximum configuration: 500 concurrent users with one
additional processor and a total of 4GB of RAM.
NOTE: At the time of signing of this Agreement, the above requirements for Workstations and the
Database Server will remain the same for Horizon 8.0; however, Dynix reserves the right to update these
requirements prior to the release of Horizon 8.0. In the event that requirements for Horizon 8.0 are
greater than those shown here, Dynix will bear the cost of or reimburse the City for the upgrade of the
Database Server to meet the greater requirements.
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CONFIDENTIAL AND PROPRIETARY
SCHEDULE8
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 (hereinafter referred to as "Dynix’), a
Utah corporation having its offices at 400 Dynix Drive, Provo, Utah 84604 and the City of Palo Alto ("City") for its
deparlment the Palo Alto City Library ("Library"), the City having its offices at 250 Hamilton Avenue, Palo Alto,
California 94301 and the Library having its offices at 270 Forest Avenue, Palo Alto, California 94301. The
term "Dynix" shall also refer to the company, its agents, suppliers, and its subcontractors.
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 City, 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 City by Dynix for use in connection with such product, as well as any
subsequent releases and error corrections for Software previously licensed to City.
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 City.
.,TERM
The ter,m shall begin when City begins live operation of the Licensed Software and shall continue for a
period of one year. Unless 60 days’ prior notice of intent not to renew is given by either party, City, by
paying the then current maintenance fees, may automatically renew this Maintenance Agreement for
additional one-year terms. Sixty days prior to the expiration of the then-current one year term,, Dynix
shall provide City 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.
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.
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CONFIDENTIAL AND PROPRIETARY
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.
C.SYSTEM ACCESS
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 IP address. City 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 City be
more than one major release back from the current release of the Software, there may be an
additional premium charged above City’s then-current annual support fee and City may
experience delays in receiving support. Except for circumstances described by Section 20 of the
Purchase Agreement, ~f City 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.
E. THIRD PARTY SOFTWARE AND OS SUPPORT
1. In order to receive support for Third Party Software and Operating System Software, City 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. Such services 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
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 City.
2.In order to receive Server maintenance coverage, City must provide an uninterruptible power
supply ("UPS") for each Server.
3.In order to receive support for the OS, City must use the version of the OS indicated by Dynix and
must be in compliance with the OS licensing terms.
4. Dynix will provide technical assistance with standard OS tasks relating to running of the
System.
5. Server support does not include the installation of patches or upgrades to the OS by Dynix.
Such services may be made available at Dynix’s sole discretion on a time and materials
basis.
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CONFIDENTIAL AND PROPRIETARY
G. PERIPHERAL SUPPORT
1. 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
City and City will be required to package and ship the Peripheral at City’s expense to the Dynix
designated repair center. Upon repair the item will be returned to City 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 City, to replace the defective Peripheral rather
than repair it. If replacement occurs prior to City’s shipping the defective piece for repair, City shall
remain liable for shipping the defective piece to a destination designated by Dynix at City’s expense.
MAINTENANCE
A. LICENSED SOFTWARE MAINTENANCE
During the term of this Maintenance and Support Agreement, Dynix will provide City with
copyrighted patches, u pddtes, and releases of the Licensed Software if and w hen 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 copi.es 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
City shall be responsible foi the purchase of any Server upgrades that may be required due to
installation of patches, updates, and releases of the Licensed Software or Third Party Software.
The City 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.
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 City (which shall be provided to City prior to the start
of each annual term) and shall be contingent upon City’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 City at Dynix’s then-current
rates. Dynix shall have no obligation to provide assistance in correcting errors or problems
arising i n c onnection with any modifications o r a Iterations t o any System c omponent which
have been made by or on behalf of City 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 City to perform weekly System backups, or actions or
decrees of governmental bodies.
B.All maintenance services provided hereunder are remedial only; no preventive maintenance
services are offered.
C.Dynix hereby accepts full responsibility for the obligations outlined by this Maintenance
Agreement. City agrees t hat D ynix may subcontract s ome o r a II o f t he performance o f its
duties provided for herein. Nothing in this paragraph shall be interpreted as authorizing the
assignment of this Maintenance Agreement by Dynix.
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CONFIDENTIAL AND PROPRIETARY
o OBLIGATIONS OF CITY
A. City 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 City’s day-to-day
operation and support for the System.
B.City shall provide D~,nix 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 City shall be in City’s premises whenever Dynix
personnel are present.
C.City shall prov!de suitable environmental conditions for each System component in accordance
with manufacturer’s published specifications.
D.City 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.City is solely responsible for verifying the success of all System and data backups. D ynix
disclaims all liability for data loss including, but not limited to, data loss:resulting from backups
that were not verified by City.
F.The movement of Servers without proper authorization from Dynix may void City’s
maintenance on those items. City shall be solely responsible for any damages to System
components incurred by City’s movement thereof.
G. C!ty will be allowed one contact person and two designated contact backups. Said contacts
shall be the only City personnel contacting Dynix regarding maintenance issues.
H. The security of the System is City’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.
WARRANTY
A.WARRANTIES
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 the City has a valid Maintenance Agreement with Dynix in effect and is using Dynix’s
recommended hardware sPecifications for the Software release being used by the City.
B.WARRANTIES
Dynix warrants t hat t he services c ontemplated under t his Agreement will b e p erfo¢med i n a
workmanlike manner consistent with industry standards reasonably applicable to the
performance of such services.
C.EXCLUSIVE REMEDY
If City 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 City’s exclusive
remedy will be for Dynix t.o re-perform the services. If Dynix is unable, after repeated efforts, to
correct a breach of Section 7A, City 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 (if 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 City; or (iii) City’s failure to use any
new or corrected versiohs of the System components made available by Dynix; or (iv) Dynix’s
adherence to City’s specifications or instructions.
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CONFIDENTIAL AND PROPRIETARY
=
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
City.
INDEMNIFICATION AND LIMITATION OF LIABILITY
A. NO LIMITATION OF CERTAIN’ CATEGORIES OF LIABILITY.
Dynix acknowledges the full extent of its own liability to City arising from damages for bodily
injury (including death), and damage~to real property and tangible personal property resulting
from Dynix’s intentional or negligent acts or omissions.
B. LIMITATIONS ON OTHER CATEGORIES OF LIABILITY.
Subject t5 8.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 City to Dynix during the previous twelve (12) months 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, 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.
CHARGES AND PAYMENTS
A. Maintenance charges are based on ar)nual prepayment. City is solely responsible for payment of
all invoices. Dynix will not provide multiple invoices or bill entities other than City, including
consortium members or governing boards. Invoices shall be considered past due sixty (60)
days after the date shown thereon. Past due balances are subject to the lesser of a 1½% per
month interest charge (18% per annum) or the highest rate allowed by law.
B.City 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.
C. Should City desire to renew maintenance coverage on any item previouslyterminated from
coverage and should Dynix in its sole discretion decide to renew such maintenance, City shall
be liable for 1 00% of the maintenance charges thatwould have been charged on the item
during the period when maintenance coverage was terminated.
Palo Alto City Library - Page 39
CONFIDENTIAL AND PROPRIETARY
10.
11.
12.
13.
Dynix will provide maintenance and support services.at no charge on those items of the Dynix
ILS system for which City had purchased coverage from Dynix for the 7/1/03-6/30/04
maintenance billing period. These free maintenance and support services will cease on Day 1
of Production Operations.
TERMINATION
A. Either party may terminate this Agreement immediately upon written notice:
1.If the other party commits a non-remediable material breach of this Agreement; 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 thirty (30) days of being notified in writing
of such breach.
B.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:
1. Damages sustained by reason of material breach; or
2. Any payments which may be owed under the Agreement.
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 pro¥ision
will not affect either party’s right to seek injunctive or other provisional relief at any time.
CHANGES TO AGREEMENT TERMS
In order to maintain flexibility in its services, Dyn x may change the terms of service described by this
Agreement by giving City three months’ not ce, 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.
GENERAL
A. Force Majeure. A p arty is not liable u rider this Agreement for non-performance caused by
events or conditions beyond that party’s reasonable control, if the party makes reasonable
efforts to perform. This provision does not relieve City of its obligation to make payments then
owing.
B.Assignment. City may not assign or transfer the Agreement or its rights under it without Dynix’s
prior written approval, which approval will not be unreasonably withheld.
C.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.
D.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.
E.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.
F.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 City. Dynix has received from City no incentive or special payments, or
considerations not related to the provision of automation systems and services described in this
Agreement.
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CONFIDENTIAL AND PROPRIETARY
G.Invafidity. If any provision of the Agreement is held invalid by law or regulation of any
government or by any court or arbitrator, such invalidity will not affect the enforceability of other
provisions.
Ho Survival. Rights and obligations under the Agreement which by their nature should survive will
remain in effect after termination or expiration of the Agreement.
I.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. Section Headings. Headings. and titles used in this Agreement are for reference purposes only
and shall not be deemed a part of this Agreement.
K. Entire Agreement. T his Agreement constitutes t he p arties’ entire agreement r elating t o 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.
Palo Alto City Library - Page 41
CONFIDENTIAL AND PROPRIETARY
Attachment B
SCOPE OF SERVICES:PROVISION’ OF AN INTEGRATED LIBRARY
COMPUTER SYSTEM AND RELATED SERVICES
FOR THE PALO ALTO CITY LIBRARY
The City of Palo Alto seeks a single vendor to provide a turnkey integrated computer
system to support its library public access and staff business applications. The software
and hardware provided by the vendor will upgrade and replace the Library’s legacy
system originally purchased in 1985.
The elements of the project are:
Software
Provide licensed software for a web-based search interface to the library catalog,
subscription databases, and other Internet resources including the catalogs of other
libraries.
Offer third-party software to enrich the content of the public access catalog and
facilitate the access to and use of other online resources.
Provide GUI-based client/server applications to support a variety of staff operations
and functions including:
[]circulation transactions and customer registration and account records
[]development and maintenance of the library’s bibliographic database
[]cataloging system for library holdings
[]acquisition system for ordering and tracking costs of new items for the
collection and supporting an electronic interface to book jobbers
[]serials control system to maintain records of periodical holdings
[]production of local online databases
[]production of statistics and management reports
Hardware
n Provide one or more servers meeting the City’s standards for computer hardware
and operating systems capable of supporting:
[] a relational database of library holdings and patron records to be used in
connection with the licensed software
access and gateway services to the database server in connection with the
licensed software
all application operations between workstations and the library database housed
on the database server
Provide associated server accessories and peripherals necessary to provide remote
access to the server(s) for off-site software and server maintenance.
a Provide upgrade to the Library’s existing telephone-based renewal system.
Scope of Services: Provision of an Integrated Library Computer System and Related Services
Related Services
Implementation and Installation
n Assign a project manager to coordinate the implementation and conversion process.
[]Establish a project schedule and implementation plan.
[]Assist with profiling of new system and perform test of sample data on new server.
[]Configure all servers with software and ship to City.
[]Assist with final on-site installation of all servers and associated hardware.
Data Mi~ation
Assist City staff in planning for loading of library’s database of machine-readable
records.
Extract all pertinent data files in standard MARC format from current system and
migrate to new system. Files to include bibliographic, authority, and holding
records.
Extract and migrate files of patron records, circulation transactions, vendor records,
and other acquisitions files including financial history and order records.
Assist library staff with data load test to ensure accuracy of migration and correct
problems and discrepancies noted.
Training
[] Provide complete and comprehensive documentation of the system, including file
layouts and schematics.
[]. Provide pre-installation training, staff training on all software modules purchased,
and system administration training.
[]Provide web-based modules for ongoing training following system implementation.
Ongoing System Maintenance
[] Provide support for licensed software including diagnosis and resolution of
problems.
n Provide regular upgrades to application software.
[]Work with vendors of third-party sof~vare to resolve problems.
[]Diagnose problems with server(s) and authorize on-site repairs as needed.
[]Provide technical assistance with server operating system(s).
a Provide both telephone and online access to support staff.
2
Attachment C
SUMMARY OF EVALUATION CRITERIA:
PROVISION OF AN INTEGRATION LIBRARY
COMPUTER SYSTEM AND RELATED SERVICES
FOR THE PALO ALTO CITY LIBRARY
Integrated Computer System Evaluation Criteria
Software & Hardware Functionality (30%)
Applications, functions, and capabilities of software
Significance of deviations from requirements
Performance characteristics and technical environment
Vendor Maintenance & Support Services (15%)
Hardware and software maintenance and support services
Training on the system for PACL staff
Vendor Experience (15%)
Performance at other library sites with similar systems
Financial stability, organization, staffing and experience
Completeness and Quality of Performance (10%)
Proposal format and content
Vendor’s implementation plan
Overall Suitability & Cost (30%)
Suitability of the vendor and the system to present and future
City and PACL needs
Costs of the system, both initial and ongoing
Attachment D
CERTIFICATION OF NONDISCRIMINATION
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below
hereby certify:
a)that they are currently in compliance with all federal and state of California laws
covering nondiscrimination in employment; and
b)that, if awarded the contract, the proposer will not discriminate in employment of any
person under the contract because of race, color, national origin or ancestry, religion,
disability~ gender or marital status of such person.
THE INFORMATION HEREIN ,IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.
Firm:
Signature:
Name:
Signature:
Name:
Note:
Dynix
--~ackl. Blount, President
~(PRINT OR TYPE NAME)
.. " Bil’~ Kennedy, VP of Finance, Sec./Treasurer
(PRINT OR TYPE NAME).
of Board
Califomia Corporations Code Section 313 requires two corporate officers to execute
contracts.
*The signature of First Officer* must be one of the following: Chairman of the
Board; President; or Vice President.
**The signature of the Second Officer** must be one of the following: Secretary;
Assistant Secretary; Chief Financial Officer; "or Assistant Treasurer.
(In the alternative, a certified corporate resolution attesting to the signatory
authority of the individuals signing in their respective capacities is acceptable)
CITY OF PALO ALTO RFP NO 100940