1993-064-Execute Purchase Agreement With Dynix. Inc.RESOLUTION 1993 -64
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING TOWN MANAGER TO EXECUTE
PURCHASE AGREEMENT WITH DYNIX, INC.
WHEREAS, the Town issued a Request for Proposals on October 5, 1992 for a
library computer system, and
WHEREAS, Dynix, Inc. was the lowest responsible bidder responding to the RFP,
and
WHEREAS, a library computer system will improve service to the public and lower
the Library's annual operating expense,
NOW THEREFORE, BE IT RESOLVED that the Town Council authorizes the Town
Manager to execute a purchase agreement with Dynix, Inc. for a library computer system.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos held on the 10th of May, 1993 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Joanne Benjamin
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED: �� Y
2YOR OF THE TOW F LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LCD GATOS
LOS GATOS, CALIFORNIA
COPY
PURCHASE AGREEMENT BETWEEN DYNIX, IN
D
May 5, 1993
TABLE OF CONTENTS
Section
Page
1.
FURNISHING OF EQUIPMENT AND SOFTWARE .............................
1
2.
CONTRACT DOCUMENTS ............. ...............................
1
3.
DEFINITION OF TERMS ............... ...............................
2
4.
SITE PREPARATION ................. ...............................
2
5.
TRANSPORTATION AND INSTALLATION OF EQUIPMENT ......................
3
6.
RISK OF LOSS ..................... ...............................
3
7.
DATA LOADING .................... ...............................
3
8.
ACCEPTANCE TESTS ................ ...............................
4
9.
WARRANTY ....................... ...............................
4
10.
PAYMENT SCHEDULE ............... ...............................
5
11.
TAXATION ....................... ...............................
5
12.
TITLE ........................... ...............................
5
13.
TRAINING ........................ ...............................
6
14.
DOCUMENTATION .................. ...............................
6
15.
SOFTWARE LICENSE ................ ...............................
6
16.
PATENT AND COPYRIGHT PROTECTION
8
17.
INDEMNIFICATION AND LIMITATION OF LIABILITY .........................
9
18.
INSURANCE ....................... ...............................
9
19.
SYSTEM MODIFICATION .............. ...............................
10
20.
MAINTENANCE
21.
.................... ...............................
LIBRARY RESPONSIBILITIES ........... ...............................
11
11
22.
FOREIGN COMPONENT INTERFACE
11
23.
ASSIGNMENT ...................... ...............................
11
24.
NO WAIVER ....................... ...............................
12
25.
FORCE MAJEURE ................... ...............................
12
26.
NOTICES ......................... ...............................
12
27.
PUBLICITY ....................... ...............................
12
28.
SEVERABILITY ..................... ...............................
12
29.
GOVERNING LAW .................. ...............................
12
30.
NONDISCRIMINATION ............... ...............................
12
31.
AGREEMENT EXTENSION AND MODIFICATION CLAUSE ......................
13
32.
NON - COLLUSION COVENANT .......... ...............................
13
33.
HEADINGS NOT CONTROLLING ......... ...............................
13
34.
ENTIRE AGREEMENT ...... ...... ..............
13
35.
TM-1 OF AGREER4ENT AND ANNUAL RIDERS COST INCF.EASES
.
A
Schedule of Activities
R1(
................ ...............................
B
Equipment List, Prices ............... ...............................
R -3
CSoftware
List, Prices ................. ...............................
R -5
D
DYNIX Services and Supplies, Prices ...... ...............................
R-6
EPrice
Summary ................... ...............................
R -11
F
Payment Schedule and Contract Milestones . ...............................
R -12
G
Performance Standards .............. ...............................
R -13
H
Testing Procedures ................ ...............................
R -17
I
Additional Functional Capabilities ....... ...............................
R-46
J
Maintenance Agreement .............. ...............................
R -47
KTaxes
......................... ...............................
R-61
L
Source Code Escrow Agreement ........ ...............................
R -62
M
Operating System License ............ ...............................
R-63
NClarifications
.................... ...............................
R-64
ORLA
Proposal .................... ...............................
R-65
PURCHASE AGREEMENT
This Agreement is made and entered into by and between DYNIX, Inc. (hereinafter referred to as "DYNIX "), a
Utah corporation having its offices at 151 East 1700 South, Provo, Utah 84606 -7380, and the Town of Los Gatos
(hereinafter referred to as "THE LIBRARY "), having its offices at 110 E. Main Street. The term "DYNIX" shall
refer to the company, its agents, and its sub - contractors.
RECITALS
WHEREAS, on November 30, 1992, DYNIX responded to a request for proposal (the "RFP ") dated October 5,
1992, proposing to provide certain Equipment, Software, maintenance and related services to THE LIBRARY, said
request for proposal and DYNIX Response (the "Proposal ") being on file in the office of the director of THE
LIBRARY; and
WHEREAS, THE LIBRARY now desires to contract with DYNIX to obtain the Equipment, licenses to the
Software, hardware and software maintenance and other services described in the Proposal and DYNIX desires to
contract with THE LIBRARY to provide said Equipment, license to the Software, hardware and software
maintenance and the services described in the proposal;
NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained herein, the
parties hereto hereby agree as follows:
L FURNISHING OF EQUIPMENT AND SOFTWARE
Subject to the terms and conditions set forth herein, DYNIX agrees to provide at locations specified by THE
LIBRARY, and THE LIBRARY hereby agrees to purchase:
A. the Equipment listed on Rider B hereto (collectively the "Equipment ") at the price listed on Rider B.
B. the license for the use of the computer programs and related documentation listed on Rider C hereto
(collectively the "Software ") at the price specified on Rider C.
C. the DYNIX services listed on Rider D at the prices specified on Rider D.
D. the maintenance services listed in Rider J according to the payment schedule set out in Exhibits A, B,
C, D, E and F of Rider J.
2. CONTRACT DOCUMENTS
The contract documents are:
A. LIBRARY's Request for Proposal dated October 5, 1992; (the "RFP ");
B. Proposal Prepared by DYNIX, Inc. - dated November 30, 1992; (the "Proposal ");
C. DYNIX response to written requests for additional information and clarification from THE LIBRARY
(hereinafter referred to as the "Clarifications ") described as follows and attached in Rider N:
LOS GATOS PUBLIC LIBRARY - PAGE 1
May 5, 1993
3.
D. This Agreement, including the following Riders attached hereto:
Rider A.
Schedule of Activities
Rider B.
Equipment List, Prices
Rider C.
Software List, Prices
Rider D.
DYNIX Services and Supplies, Prices
Rider E.
Price Summary
Rider F.
Payment Schedule and Contract Milestones
Rider G.
Performance Standards
Rider H.
Testing Procedures
Rider I.
Additional Functional Capabilities
Rider J.
Maintenance Agreement
Rider K.
Taxes
Rider L.
Source Code Escrow Agreement
Rider M.
Operating System License
Rider N.
Clarifications
Rider O.
RLA Proposal
WHEREAS THE LIBRARY sent out a Request for Proposal for an Automated Integrated Library System
dated, October 5, 1992, and DYNIX submitted a proposal to provide THE LIBRARy with an Automated
Integrated Library System, dated November 30, 1992, and THE LIBRARY accepted the Proposal submitted
by DYNIX and agreed to enter into negotiations with DYNIX, and DYNIX additionally submitted a response
to Questions for Clarification of the Proposal, dated March 19, 1993. Each of these documents is
incorporated herein by this reference as if set forth in full, and shall constitute a part of this agreement. In
the event of any conflict in the obligation pursuant to the above documents, control shall be determined in
following order:
I. This Agreement
2. The Clarifications
3. The RFP
4. The Proposal
The failure of this Agreement to include reference to any matter contained in any other contract document
shall not be deemed to constitute a conflict.
DEFINITION OF TERMS
A. Equipment: The items listed on Rider B hereto.
B. System: The total complement of equipment and software furnished and maintained by DYNIX which
are acquired to operate as an integrated group.
C. Licensed Software (or "Software "): Each software product listed in Rider C, including
machine - readable object code (not source code) for such product, any user documentation for such
product, and any other related materials which are furnished to THE LIBRARY by DYNIX for use
in connection with such product.
D. Use: To cause the computer system as designated in Rider B to execute any machine - readable portion
of the Software or to make use of any documentation or related materials in connection with the
execution of any machine - readable portion of the Software.
LOS GATOS PUBLIC LIBRARY - PAGE. 2
May 5, 1993
4. SITE PREPARATION
DYNIX will provide site specifications for all Equipment set forth in Rider B.
THE LIBRARY will, at its own expense, prepare the site or sites for installation of Equipment to comply
with the requirements set forth in the DYNIX Preinstall Guide furnished by DYNIX. Prior to commencing
installation during the installation trip, DYNIX shall inspect the computer site and provide a written report
certifying compliance with the requests or indicating any deficiencies in the site.
THE LIBRARY acknowledges that DYNIX must carefully coordinate the schedules, its people, and other
resources to successfully meet the installation of its clients. THE LIBRARY further acknowledges that
significant delays in the schedule adversely affect DYNIX and may cause unrecoverable costs and expenses.
5. TRANSPORTATION AND INSTALLATION OF EQUIPMENT
A. TRANSPORTATION
I. Upon written notification by THE LIBRARY that the sites) have been or shall, by a specified
date, be prepared for installation, DYNIX shall place the order and arrange for transportation
of Equipment to the site(s).
2. Shipments by the parties to and from the installation site(s) shall be made by commercial carrier
and /or by vehicle properly constructed for shipment of electronic and computer Equipment.
3. All computer room Equipment shall be delivered as "inside deliveries" to the installation site.
4. Equipment shall be preserved, packed and marked in accordance with standard shipping
practices.
5. THE LIBRARY shall receive all shipments from vendor and care for the same in a prudent
manner until vendor arranges for its installation.
B. INSTALLATION
DYNIX shall furnish all necessary labor, materials, and other services listed on Rider D,
Schedule 3 required to accomplish installation at the sites specified in Rider D, Schedule 3.
Installation shall be performed during normal business hours, and THE LIBRARY shall make
all the necessary arrangements to allow DYNIX personnel sufficient work space and access to
the installation locations during normal business hours or at such other times as may be mutually
agreed upon.
2. When the System has passed the Hardware Functionality Test, DYNIX shall Q,;ufy to THE
LIBRARY that the installation is complete.
6. RISK OF LOSS
DYNIX is responsible for all risks of loss or damage to Equipment furnished under this Agreement until
delivery is made inside THE LIBRARY premises. Thereafter THE LIBRARY will be responsible for risks
of loss or damage, except for loss or damage caused by DYNIX in the process of installation.
DATA LOADING
LOS GATOS PUBLIC LIBRARY - PAGE 3
May 5, 1993
DYNIX will load THE LIBRARY data as outlined in Rider D, Schedule 4 with further definitions as jointly
agreed upon by DYNIX and THE LIBRARY.
8. ACCEPTANCE TESTS
A. HARDWARE FUNCTIONALITY TEST
The purpose of the Hardware Functionality Test is to ascertain that the equipment listed on Rider B
as installed is operational. The test will be performed as set forth in Rider H, Schedule 1.
B. SYSTEM RELIABILITY TEST - PILOT OPERATION
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. This test may overlap other tests. The test will
be performed as set forth in Rider H, Schedule 2.
C. MODULE FUNCTIONALITY TESTIS)
The purpose of the Module Functionality Test is to verify that the required functional capabilities of
the Software have been delivered. This test may overlap other tests. The test will be performed as
set forth in Rider H, Schedule 3.
D. DATA LOAD TEST
The purpose of the Data Load Test is to demonstrate and verify that THE LIBRARY's data files will
be properly loaded. This test will be performed after all test records have been loaded and processed
onto the System. This test may overlap other tests. The test will be performed as set forth in Rider
H, Schedule 4.
9. WARRANTY
A. PERFORMANCE LEVELS
DYNIX warrants that the System provided pursuant to this Agreement will meet or exceed the
Performance standards specified in Rider G at the activity levels and data storage capacity levels
described therein. In the event that the System fails to perform at the levels specified any time within
five years after the installation of the System, DYNIX will provide at no additional cost to THE
LIBRARY additional hardware and software necessary to bring the System into compliance with these
requirements. The Response Time Test described in Rider G shall be used to determine whether the
System meets the performance standards or not.
B. OTHER WARRANTIES
DYNIX warrants that DYNIX has the right to license the Software and to sell the Equipment
which is described in Riders B and C of this Agreement.
2. DYNIX warrants that THE LIBRARY shall acquire good and clear title to the Equipment
purchased hereunder, free and clear of all liens and encumbrances.
DYNIX warrants that the Software delivered will comply with the functions defined by the
Documentation.
LOS GATOS PUBLIC LIBRARY - PAGE 4
May 5, 1993
4. DYNIX warrants that all of the Equipment described in Rider B will be delivered new and not
as "used" Equipment unless the fact that Equipment has been used has been disclosed to THE
LIBRARY.
5. DYNIX warrants that all Equipment described in this Agreement will be maintained by DYNIX
at DYNIX's expense until the Maintenance Agreement in Rider I takes effect.
6. DYNIX warrants that it is an authorized distributor for the sublicensed software and that with
the execution of the Sublicense Agreement in Rider M, THE LIBRARY will have the right to
use the sublicensed software needed for operation of the System.
The warranties specified in Sections 9.A. and B. above do not cover damage, defect, malfunctions or
failure caused by: (i) failure by THE LIBRARY to follow DYNIX's and the manufacturer's
installation, operation, or maintenance instructions or its failure to fulfill its obligations under this
Agreement, (ii) THE LIBRARY's modification or relocation of the System, (iii) THE LIBRARY's
abuse, misuse or negligent acts, (iv) power failure or surges, lightning, fire, flood, accident, actions
of third parties and other events (including those described in Section 25) outside DYNIX's accident,
reasonable
control, and (v) improper operating environment for the System, including insufficient electrical and
telecommunications connections.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
WARRANTIES OF ANY TYPE WHETHER EXPRESSED OR IMPLIED, INCLUDING
WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. PAYMENT SCHEDULE
A. Payment is due upon invoice for successful completion of contract milestones and acceptance tests.
Payment is calculated as a percentage of the total of the system price as listed in Rider E except as
noted in paragraph C below. Payment percentages and corresponding milestones are detailed in Rider
F.
B. Invoices shall be submitted to THE LIBRARY at the address contained in the first paragraph of this
Agreement.
C. In the event that DYNIX, per written instructions from THE LIBRARY that the sites are ready for
installation, delivers Equipment to the site(s) and due to delays by THE LIBRARY or its agents the
installation may not proceed within fourteen (14) days of the date specified in 5.A.(I), the following
amount shall be due and payable to DYNIX: (1) the contract amount for such Equipment delivered;
(2) shipping and transportation charges for same; and (3) any applicable taxes. DYNIX shall submit
an invoice for the above amount along with a new payment schedule showing the immediate
subsequent milestone payments reduced by the amount of the invoice.
11. TAXATION
THE LIBRARY represents that it is subject to taxation only as set forth in Rider K. THE LIBRARY agrees
to indemnify DYNIX for all taxes which DYNIX may be required to pay which DYNIX would normally
be required to collect and pay which do not appear in Rider K together with any legal fees, penalties, interest
and/or other charges which may be incurred by DYNIX in relation to the assessment and payment of taxes
not listed in Rider K.
LOS GATOS PUBLIC LIBRARY - PAGE 5
May 5, 1993
12. TITLE
Title to the Equipment shall pass from DYNIX to THE LIBRARY upon successful completion of the
Hardware Functionality Test described in Rider H and payment of the associated invoice from Rider F.
13. TRAINING
DYNIX will provide training sessions on the operation and use of the System for THE LIBRARY's
personnel as set forth in Rider D, Schedule 2 at times to be agreed upon by DYNIX and THE LIBRARY.
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 software upgrade to the System
purchased under this Agreement will be provided as agreed upon by DYNIX and THE LIBRARY.
14. DOCUMENTATION
DYNIX shall provide system documentation and training manuals in various formats for the operation and
maintenance of the System. Such documentation shall include:
A. DYNIX produced documentation, users manuals, training materials and subscriptions as detailed in
Rider D, Schedule 5.
B. Appropriate user documentation for all peripherals supplied by DYNIX, including at least one py
per site of each of the manuals for each type of equipment installed at that site, to arrive with the co
Peripherals.
C. One set of documentation for the computer that describes such activities as system boots, file saves,
tape loading, and proper handling of the hardware. Said documentation will arrive with the CPU.
THE LIBRARY may photocopy or otherwise reproduce DYNIX copyrighted documentation and training
materials for training or other internal uses provided that DYNIX's statement of copyright be included on
each copy.
15. SOFTWARE LICENSE
A. GENERAL
Subject to the terms and conditions hereinafter set forth, DYNIX hereby grants to THE LIBRARY
a nontransferable, nonexclusive and royalty -free license (the "License ") to use the Licensed Software
solely in the conduct of the business of THE LIBRARY on the specific computer or computers listed
in Rider B and for the number of users specified in Rider C. Licensed Software will be provided by
DYNIX to THE LIBRARY pursuant to the terms of this Agreement, only ft machine - readable object
code. THE LIBRARY acknowledges that by virtue of this License, THE LIBRARY acquires only
the right to use the original and permitted duplicate copies of the Licensed Software as described
herein and does not acquire any rights of ownership in the Licensed Software which rights shall remain
exclusively with DYNIX. The term of License shall commence upon delivery of the first module of
provisions of the Agreement.
Licensed Software and shall remain in force as long as THE LIBRARY is in compliance with all the
B. PAYMENT OF LICENSE FEE
LOS GATOS PUBLIC LIBRARY - PAGE 6
May 5, 1993
THE LIBRARY agrees to pay DYNIX a one -time license fee for the use of the Licensed Software in
the amount specified in Rider C hereto.
C. RIGHT TO COPY
No portion of the Licensed Software or any updates or enhancements to the Licensed Software may
be duplicated by THE LIBRARY except that THE LIBRARY may make copies of the
machine - readable portion thereof for normal security backup purposes, provided that THE LIBRARY
properly reproduces on each such copy all notices of DYNIX's patent, copyright, trademark, or trade
secret rights.
D. TITLE TO SOFTWARE
DYNIX retains ownership of all Licensed Software and related documentation.
Within thirty (30) days from the date of THE LIBRARY's discontinuance of the use of any portion
of the Licensed Software licensed hereunder, THE LIBRARY shall furnish DYNIX with written notice
certifying that through its best efforts and to the best of its knowledge, all machine - readable code, user
documentation or other related materials provided to THE LIBRARY with such Licensed Software,
including any copies thereof, whether in whole or in part, have been destroyed or returned as follows:
1. All documents relating to such discontinued portion of the Licensed Software shall he returned
to DYNIX; and
2. The originals and all copies of any machine - readable materials containing all or any portion of
the discontinued Licensed Software shall be destroyed or purged so as to totally remove from
such machine - readable materials all codes relating to the discontinued portion of the Licensed
Software.
E. MATERIALS DEVELOPED BY DYNIX OR THE LIBRARY
THE LIBRARY agrees that all training and procedural materials developed by DYNIX in conjunction
with the Licensed Software shall be the property of DYNIX. THE LIBRARY further agrees that
additions and supplements to the Licensed Software which may be developed for THE LIBRARY
through the reimbursed or unreimbursed efforts of DYNIX employees or agents shall be the exclusive
property of DYNIX. All software developed by THE LIBRARY acting without DYNIX shall be the
exclusive property of THE LIBRARY.
F. PROPRIETARY RIGHTS
DYNIX retains for itself, and THE LIBRARY acknowledges that DYNIX so retains, all proprietary
rights in and to all designs, engineering details, and other software pertaining to the System, and any
and all such Systems. The Licensed Software and the configuration of the Equipment shall be deemed
to be the trade secrets of DYNIX.
G. PROTECTION OF PROPRIETARY INFORMATION
THE LIBRARY recognizes and agrees that all Software and updates of Licensed Software which are
provided to THE LIBRARY:
are considered by DYNIX to be trade secrets of DYNIX;
LOS GATOS PUBLIC LIBRARY - PAGE 7
May S, 1993
2. are furnished by DYNIX to THE LIBRARY in confidence; and
contain proprietary and confidential information.
DYNIX's placement of a copyright notice on any portion of any Licensed Software or any update to
such Licensed Software will not be construed to mean that such portion has been published and will
not derogate from any claim that such portion is a trade secret or contains proprietary and confidential
information of DYNIX.
THE LIBRARY agrees to hold all such Licensed Software and updates and enhancements to the
Licensed Software, in confidence at least to the extent that it protects its own similar confidential
information and to take all reasonable precautions consistent with general accepted standards in the
data processing industry to safeguard the confidentiality of such information. No portion of any
update or enhancement to the Licensed Software may be disclosed, furnished, transferred or otherwise
made available by THE LIBRARY to any person except to those of its employees who need to use
such information in accordance with this Software License. THE LIBRARY agrees s take appropriate
action by instruction, agreement and otherwise with its employees to inform them of the trade secret,
proprietary, and confidential nature of the Licensed Software and the updates and enhancements
disclosed to THE LIBRARY under this Agreement, and to obtain their compliance with the terms
hereof. The obligations of this paragraph will survive the termination of this Agreement.
H. ACCESS TO SOURCE CODE
Copies of the Licensed Software in machine - readable source code along with necessary documentation
for installing, maintaining or modifying the Licensed Software have been deposited with Data
Securities International, Inc., of San Diego, California, under a Deposit Agreement ( "Escrow
Agreement ") as set forth in Rider L. DYNIX shall maintain in good force for the duration of this
Agreement an Escrow Agreement and will not cancel or modify said Escrow Agreement without thirty
days notice to THE LIBRARY. Access to the materials in escrow is available to THE LIBRARY if
it is covered at the time of request by software maintenance according to the terms of the Escrow
Agreement in the event DYNIX is declared bankrupt in a final non - appealable order of a court of
competent jurisdiction or where essential services cannot be made available to THE LIBRARY by
DYNIX. CODI, the DYNIX User's Group, is, for purposes of the Deposit Agreement Article 2, a
Registered Licensee through which THE LIBRARY, as a CODI member in good standing, shall be
able to make request for the materials in escrow. In addition, THE LIBRARY may, by paying an
annual fee, be eligible to request escrow materials independent of CODI.
I. OWNERSHIP OF DATA
THE LIBRARY retains for itself, and DYNIX acknowledges that THE LIBRARY so retains,
ownership and rights of ownership to all bibliographic, authority, item, patron, and associated
transaction records entered into the database or created by the System. DYNIX shall not, without
THE LIBRARY's written consent, copy or use such records, except to carry out contracted work, and
will not transfer such records to any other party not involved in the performance of this Agreement.
THE LIBRARY shall have the right, without the consent of DYNIX, to extract as THE LIBRARY's
property such data using system utilities and at no cost to THE LIBRARY.
16. PATENT AND COPYRIGHT PROTECTION
DYNIX will: (1) assume the defense of any suit brought against THE LIBRARY for infringement of any
United States patent or copyright to the extent it is based upon the Equipment or Licensed Software provided
under this Agreement; (2) defray the expense of such defense; and (3) indemnify THE LIBRARY against
any monetary damages and /or costs including attorney's fees in such suit; provided that: (1) DYNIX is given
LOS GATOS PUBLIC LIBRARY - PAGE 8
May 5, 1993
17
sole and exclusive control of the defense of such suit and sole and exclusive control of negotiations relative
to the settlement thereof; (2) the liability claimed shall have arisen solely because of DYNIX's selection as
to the design or composition of the Licensed Software or that the Equipment and the Licensed Software or
the Equipment is used by THE LIBRARY in the form, state or condition as delivered by DYNIX; (3) that
THE LIBRARY shall have substantially performed all of its obligations under this Agreement; and (4) that
THE LIBRARY provides DYNIX with written notice of any claim with respect to which THE LIBRARY
asserts that DYNIX assumes responsibility under this Article within 10 days of receipt of notice of such a
claim by THE LIBRARY.
Should any Equipment or Licensed Software which has not incurred any unauthorized modifications or
combinations become, or in DYNIX's opinion be likely to become, the subject of a claim of infringement,
then THE LIBRARY shall permit DYNIX, at DYNIX's option and expense, either to: (i). procure for THE
LIBRARY the right to continue using the Equipment and Licensed Software, or (ii). replace or modify the
Equipment or Licensed Software so that it becomes non - infringing and functionally equivalent, or upon
L
Software at THE IBRARY's net book value.
failure of (i) and (ii), despite the reasonable efforts of DYNIX, (iii). buy back the Equipment or Licensed
THIS ARTICLE STATES THE ENTIRE LIABILITY OF DYNIX FOR PATENT OR COPYRIGHT
INFRINGEMENT BY THE LICENSED SOFTWARE OR THE EQUIPMENT OR ANY PORTIONS
THEREOF.
INDEMNIFICATION AND LIMITATION OF LIABILITY
DYNIX shall assume the defense of, and indemnify and save harmless, THE LIBRARY, its officers and
employees from and against all damages and liability resulting directly from negligence or willful misconduct
of DYNIX in the performance of this Agreement.
DYNIX shall effect the repair or replacement of the system or correct the performance of its services in
accordance with Section 9, and this shall constitute its and its suppliers' sole liability for any failure or
defects of such system or services;
DYNIX's and its suppliers' liability on any claims for damages, losses or expenses arising out of this
agreement except as provided in Section 16, Rider G, the preceding paragraph, or for personal injury and
damage to tangible personal property claims, shall be limited to direct damages and shall not exceed the
system purchase price;
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER DYNIX, ITS
AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, ANY OF ITS PARENT
CORPORATIONS AFFILIATES OR SUBSIDIARIES, INCLUDING THEIR OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS, NOR DYNIX SUPPLIERS, INCLUDING THEIR
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS NOR THEIR SUBSIDIARIES, SHALL BE
LIABLE TO OR THROUGH THE LIBRARY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST
REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN
CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER THIS
AGREEMENT AND ANY AMENDMENTS THERETO, OR THE PROVISION, USE OR
REGARDLESS OF THE FORM OF ACCTION AND SERVICES PROVIDED
OR NOT SUOCH DAMAGES HEREUNDER,
FORESEEABLE;
THIS SECTION 17 SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.
LOS GATOS PUBLIC LIBRARY - PAGE 9
May 5, 1993
18. 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.
General Liability Insurance
DYNIX shall provide sufficiently broad coverage to include:
General Liability Insurance
Personal Injury Liability
The amount of the policy shall be no less than $1,000,000 Single Limit per occurrence, 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 director of THE LIBRARY
within thirty (30) days of the execution of this Agreement. No cancellation, change in coverage, or
expiration by the insurance company or the insured shall occur during the term of this contract,
without thirty (30) days written notice to THE LIBRARY prior to the effective date of such
cancellation or change in coverage.
19. SYSTEM MODIFICATION
A. LIBRARY PARAMETERS
The System allows authorized library staff to change most parameters without programmer
intervention. These parameters may be modified by THE LIBRARY without consulting DYNIX at
any time. Library parameters include circulation rules, statistical category definitions, library hours,
Passwords, and so on. The complete list is contained in the Preinstall Guide and in the System
Administrators Manual
B. INSTALL PARAMETERS
Certain parameters are not under direct library control and must be set or modified by trained DYNIX
staff. Such install parameters are set forth in the Preinstall Guide. THE LIBRARY, with guidance
from DYNIX, will choose how these parameters are to be set prior to installation. However, THE
LIBRARY shall have ninety (90) days from the initial training on each module to request
modifications to the install parameters for that module at no additional charge. This does not include
MARC MAP PARAMETERS in Section 19.C. below. Install parameters include changing or adding
search display screens, fields on patron and item records, and so on. Following the time period for
requesting modifications or after THE LIBRARY has made a set of modifications for a given module,
subsequent modifications will be billable at DYNIX's then published rates for hourly custom
programming.
C. MARC MAP PARAMETERS
Parameters for loading, indexing, displaying and outputting MARC records are controlled by the
MARC MAP PARAMETERS. THE LIBRARY shall choose one of the default map tables in the
Software Preinstall Guide for the initial bibliographic data load. This does not include holdings record
LOS GATOS PUBLIC LIBRARY - PAGE 10
May 5, 1993
creation (copy, location, call number identification, etc.) which will be custom programmed. After
the initial load, THE LIBRARY may request one remap of the MARC MAP PARAMETERS at no
additional cost. Remap requests shall be submitted to DYNIX on the appropriate DYNIX forms.
Additional remaps shall be billable at DYNIX's then published rates.
D. SOFTWARE ENHANCEMENTS AND NEW RELEASES
DYNIX may provide, from time to time as part of the Maintenance Agreement, modifications of the
construction and /or design of the Equipment and /or the Licensed Software. Should DYNIX change
the software capabilities beyond those required as part of this Agreement, it is the option of THE
LIBRARY to accept or reject the installation and use of the software changes. Should THE LIBRARY
choose to accept the new software, DYNIX will provide THE LIBRARY the necessary installation
software and THE LIBRARY shall be able to install the said modifications at their convenience.
DYNIX personnel will be available during normal business hours for consultation should THE
LIBRARY encounter difficulty installing the modifications. In the event that DYNIX provides such
modifications to THE LIBRARY, DYNIX shall supply documentation which shall be sufficient for
the use and operation of the System by THE LIBRARY. Should THE LIBRARY elect to install and
use the added software functions or capabilities, THE LIBRARY shall be responsible for the costs
associated with the purchase, installation and maintenance of the computer hardware necessary to
operate same. If THE LIBRARY does not elect to install and use the software functions or
capabilities, then such enhancements or improvements will not be required and DYNIX will continue
to provide hardware and software maintenance as prescribed in this Agreement for a period of at least
two (2) Years. After such time THE LIBRARY may elect to continue maintenance under an
Agreement to be negotiated at that time. THE LIBRARY understands that all releases must be
installed separately and that new enhancements, and some bug fixes, are not made available without
accepting such releases.
20. MAINTENANCE
DYNIX and THE LIBRARY hereby enter into an agreement for maintenance of the System described in the
Maintenance Agreement attached hereto as Rider J for corrective, remedial, and preventive maintenance for
Equipment and Software.
21. LIBRARY RESPONSIBILITIES
THE LIBRARY will provide adequate and timely support or information with regard to its administrative,
operational and management procedures, and any data necessary to effectively complete installation or
implementation of the System. Once the installation has been completed, THE LIBRARY will manage and
operate the System.
22. FOREIGN COMPONENT INTERFACE
THE LIBRARY is hereby authorized to attach to the System equipment supplied by a vendor other than
DYNIX, provided said equipment consists of peripheral devices which will not adversely affect the operation
and performance of the System and DYNIX is notified in writing of such equipment. If requested, DYNIX
will consult with THE LIBRARY at DYNIX's then published rates regarding the compatibility and
installation of the proposed equipment with the System. The foreign equipment shall be disconnected when
conducting performance tests.
23. ASSIGNMENT
LOS GATOS PUBLIC LIBRARY - PAGE 11
May 5, 1993
No assignment of this Agreement or any right or interest herein by either party shall be effective unless the
other party shall first give its written consent to such assignment. The performance of the Agreement by
DYNIX is the essence of this Agreement. Notwithstanding, DYNIX may, without THE LIBRARY's
consent, assign this Agreement to an affiliate or subsidiary of DYNIX or its parent corporation, or assign
its rights to receive payments hereunder.
24. NO WAIVER
No waiver of any breach of any term or condition of this Agreement shall be construed to waive any
subsequent breach of the same or any other term or condition of this Agreement.
25. FORCE MAJEURE
The parties will exercise every reasonable effort to meet their respective obligations hereunder but shall not
be liable for delays resulting from force majeure or other causes beyond their reasonable control, including,
but not limited to, compliance with any Government law or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, transportation problems and /or any other cause whatsoever
beyond the reasonable control of the parties.
26. NOTICES
All notices given hereunder will be sent registered, certified or overnight delivery, addressed to the other
party at the addresses shown in the first paragraph of this Agreement or such other address as either party
may specify in writing.
27. PUBLICITY
DYNIX agrees to submit to THE LIBRARY all press releases, advertising, sales promotions, and other
publicity matters related to any product furnished by DYNIX to THE LIBRARY wherein THE LIBRARY's
name is mentioned, excluding the DYNIX customer list and newsletter. DYNIX shall not publish nor
knowingly permit to be published any such material without the prior written consent of THE LIBRARY.
28. SEVERABILITY
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
29. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.
30. 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.
LOS GATOS PUBLIC LIBRARY - PAGE 12
May 5, 1993
31. AGREEMENT EXTENSION AND MODIFICATION CLAUSE
The Agreement may be modified or extended in accordance with the following procedures: In the event that
all parties to the Agreement agree that such changes would be of a minor and nonmaterial nature, such
changes may be effected by a written statement which describes the situation and is signed, prior to the
effectiveness, by both parties. In the event that the changes are determined by either or both parties to the
Agreement to be of a major or complex nature, then the change shall be by formal amendment of the
Agreement signed by the parties and made a permanent part of the Agreement.
32. NON - COLLUSION COVENANT
DYNIX hereby represents and agrees that it has in no way entered into any contingent fee arrangement with
any firm or person concerning the obtaining of this Agreement with THE LIBRARY. DYNIX has received
from THE LIBRARY no incentive or special payments, or considerations not related to the provision of
automation systems and services described in this Agreement.
33. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
34. ENTIRE AGREEMENT
This Agreement, including the documents incorporated by reference, contains the entire understanding of
the parties hereto and neither it nor the rights and obligations hereunder may be changed, modified or waived
except by an instrument in writing signed by the parties hereto.
35. TERM OF AGREEMENT AND ANNUAL COST INCREASES
This Agreement shall be for a period of five years from the date of contract signing with extensions as
agreed by THE LIBRARY and DYNIX. Changes in maintenance costs may occur annually on the date of
contract signing.
LOS GATOS PUBLIC LIBRARY - PAGE 13
May 5, 1993
IN WITNESS WHEREOF, the parties have caused this Agreement, which shall inure to the benefit of and be
binding upon the successors of the respective parties, to be signed and entered as of the date first mentioned above.
WITNESSES: DYNIX, INC.
By:
Its: Vice President
WITNESSES: TOWN OF LOS GATOS
By:
Its: TOWN MANAGER
APPROVED AS TO FORM:
*ACKSON, INTERIM TOWN ATTORNEY
ATTEST:
MARIAN V. COSGROVE
CLERK OF THE TOWN OF LOS GATOS
DATE:
LOS GATOS PUBLIC LIBRARY - PAGE 14
May 5, 1993
RIDER A
SCHEDULE OF ACTIVITIES*
* The LIBRARY and DYNIX acknowledge that careful coordination of the installation schedule is necessary so
as not to cause unnecessary delays. THE LIBRARY and DYNIX will have fourteen (14) days to draft a
preliminary Schedule of Activities agreeable to both parties which will he met by DYNIX if THE LIBRARY meets
its contractual obligations. The final schedule will be reviewed and accepted before the completion of Orientation.
Party
Date to Finish
Res�onsible
Tasks
15 May 1993
Joint
"Contract execution
DYNIX
Certificate of insurance
THE LIBRARY
Prepare purchase order for equipment
THE LIBRARY
Prepare purchase order for supplies
1 June 1993
THE LIBRARY
* *Schedule delivery to RLA of data files
DYNIX
Provide preinstallation packet
DYNIX
Provide site specifications
THE LIBRARY
Plan Central Site modifications as needed
DYNIX
Approve site preparation plans
THE LIBRARY
Begin site preparation
June 30 - July I
Joint
Preinstallation overview at DYNIX (Orientation)
DYNIX
Order regular barcodes
THE LIBRARY
Complete site preparation
THE LIBRARY
Prepare site with phone(s)
1st week of July
DYNIX
Deliver equipment
2nd week of July
DYNIX
Install equipment
DYNIX
Hardware Functionality Test
THE LIBRARY
Begin Patron Registration
DYNIX
Certify installation complete with installation invoice
DYNIX
Load software
1st week in August
RLA
* *Deliver custom barcodes
Aug. & Sept.
THE LIBRARY
Label collection",
t,l
I
j: 3
"Production and delivery of smart barcodes to THE LIBRARY by the first week in August is guaranteed if the
DYNIX contract is signed by May 15, 1993 and the database tapes are delivered to RLA before June 1, 1993.
All dates in the Date to Finish column are approximate except as noted above.
LOS GATOS PUBLIC LIBRARY - PAGE R -2
May 5, 1993
RIDER A (cont'd)
Party
Date to Finish
Responsible
Tasks
2nd Week of August
Joint
Data Load Test
2nd and 3rd week
DYNIX
Load data files
of August
y
B'Y -NIX -------- Process•filrsforcustom- bumades T!'`
Week of August 30
Joint
Train on system operations & cataloging)
Joint
Begin System Reliability Test
Joint
Begin Module Functionality Test
R+E-1r18RARY—
-- - -Label- coHectien-
Week of Sept. 13
Joint
Train on circulation
Week of Oct. 1
THE LIBRARY
Begin online circulation
THE LIBRARY
Complete System Reliability Test
Week of Nov. 24
Joint
Acquisitions Training
Week of Jan. 25
Joint
Serials Training
"Production and delivery of smart barcodes to THE LIBRARY by the first week in August is guaranteed if the
DYNIX contract is signed by May 15, 1993 and the database tapes are delivered to RLA before June 1, 1993.
All dates in the Date to Finish column are approximate except as noted above.
LOS GATOS PUBLIC LIBRARY - PAGE R -2
May 5, 1993
EQUIPMENT
TY COMPONENT
CENTRAL SITE HARDWARE
UNIT
Hewlett Packard Model 800 F10 Class 11,250
Includes:
HP PA -RISC 32MHz System Processor
HP Precision Bus w/ two single high HP -PB slots
Integrated cabinet and power supply
16 MB ECC Memory
2 x RS232 Ports
SCSI Interface / Parallel Centronics Interface
566 MB Embedded Disk drive
2 -user HP -UX License
System Console w/ Cable
2.0 GB Embedded DDS Tape Drive
LAN /9000 Thin Coax Network Interface w/ preloaded TCP /IP,
TOTAL
PRICE
11,250
ARPA, and NFS Services
1
Floating Point Coprocessor
1
Increase Main Memory to 64MB
500
500
1
Delete Int. 566MB Disk
,000
4,000
2
Add I.OGB half - height disk
2
2'25
2.200
1
16 Port RS -232 MUX Card
3,850
7,700
2
16 -Port Term. Server
2,160
2,160
1
HP -UX 1-64 User License
2,599
5,198
I
Upgrade from 2 -User HP -UX License
12'000
12,000
I
HP -UX on DDS Tape w /documentation
1,525
1,525
40
UniVerse License port) r
420
420
1
Universe Documentation
475
19,000
1
200cps Dot Matrix Impact Printer
180
180
1
RS -232C Interface for Printer
2'795
2,795
1
3 KVA UPS w/ 10min battery backup
ry ac P
250
250
1
UPS UNIX Interface
5,495
5,495
1
TAP Terminal
195
195
I
4mm 2.0 GB Data Cassettes Box of Five
467
467
1
Upgrade to Same Day On Site Service
95
95
1,374
1,374
SUBTOTAL - Central Site Hardware
69,354
PERIPHERALS
5
Dynix Circulation Terminal
16
Dynix PAC Terminal
583
2,915
5
Wyse 150 Staff Terminal
458
7,328
5
Intermec 9510/1260 Lightpen
467
2,335
6
HP ThinkJet Screen Printer
815
4,075
654
3,924
SUBTOTAL - Peripherals
- - - - - --
20,577
LOS GATOS PUBLIC LIBRARY - PAGE R -3
May 5, 1993
OTY
r rr
EQUIPMENT
COMPONENT
TOTAL
UNIT PRICE
TELECOMMUNICATIONS
Dynix Maintenance Modem
Dynix Dial -in Modem
795 79 5
795 2,795
SUBTOTAL - Telecommunications
3,180
EQUIPMENT TOTAL: $93,111
LOS GATOS PUBLIC LIBRARY - PAGE R4
May 5, 1993
RIDER C
SOFTWARE
LOS GATOS PUBLIC LIBRARY - PAGE R -5
May 5, 1993
MODULE
TOTAL
PRICE
SOFTWARE
I
Cataloging w/ Authority Control
1
Circulation w/ Inventory
S 000
1
PAC Plus
B 000
1
Serials
12,000
1
Acquisitions
12,000
1
Bibliographic Interface
12,000
1
Procomm (Terminal Emulation for PC)
4,000
1
White Knight (Term. Em. for Mac.)
50
1
Report Generator
119
1
Electronic Mail
N/C
37
Dynix Application User License
N/C
16,650
TOTAL - Software
$72,819
LOS GATOS PUBLIC LIBRARY - PAGE R -5
May 5, 1993
Schedule I
DYNIX SERVICES AND SUPPLIES PRICES
SERVICES AND SUPPLIES
SUPPLIES
1 Dynix Documentation
33 New User Reference Card
12 Notice Paper (2667 sheets/box)
33 Single (dumb) Barcode Labels (@ $26/100)
SUBTOTAL - Supplies
SERVICES
2
New Client Orientation
10.5
Training Days
I
MARC Tapeload - Single Source
I
Holdings Creation - Single Source
I
LCSH Authority Load
I
Patron File Load - One Time
I
RLA Proposal
1
System Installation
1
System Shipping
SUBTOTAL - Services
SERVICES AND SUPPLIES TOTAL:
TOTAL
CHARGE
400
495
696
858
2,449
3,000
15,750
3,000
3,500
2,000
1,200
12,338
3,360
2,620
$49,217
LOS GATOS PUBLIC LIBRARY - PAGE R-6
May 5, 1993
* - Except for orientation, all training is at THE LIBRARY.
- Charges noted on Rider D, Schedule 1 include all travel - related expenses.
- Except for orientation, each session provides hands -on training for four to six individuals.
** - Transportation to DYNIX, transportation to and from the airport, hotel accommodations and meals (as hosted
by DYNIX) will be paid by DYNIX for the first person. Upon prior notification to DYNIX, THE LIBRARY
may send up to two (2) additional persons to the orientation session. The travel - related expenses and
arrangements will be home by THE LIBRARY but no additional "course fee" will be assessed.
LOS GATOS PUBLIC LIBRARY - PAGE R -7
May 5, .1993
RIDER D
Schedule 2
TRAINING SERVICES DETAIL*
TOPIC
Orientation /New Client Orientation
M DAYS
TRIP
Parameter Review (1 person)
At
2
DYNIX **
System Operation/Troubleshooting
.5
Installation
System Administration
1
1
Cataloging
2
1
Circulation
2
2
Online Assurance /Bibliographic Interface
1
3
Acquisitions
3
4
Serials
1
5
12.5
* - Except for orientation, all training is at THE LIBRARY.
- Charges noted on Rider D, Schedule 1 include all travel - related expenses.
- Except for orientation, each session provides hands -on training for four to six individuals.
** - Transportation to DYNIX, transportation to and from the airport, hotel accommodations and meals (as hosted
by DYNIX) will be paid by DYNIX for the first person. Upon prior notification to DYNIX, THE LIBRARY
may send up to two (2) additional persons to the orientation session. The travel - related expenses and
arrangements will be home by THE LIBRARY but no additional "course fee" will be assessed.
LOS GATOS PUBLIC LIBRARY - PAGE R -7
May 5, .1993
Schedule 3
INSTALLATION SERVICES DETAIL
DESCRIPTION
1 trip by DYNIX to certify site, install connectors on Library - installed cables for equipment listed on Rider B. Test
and install all peripheral equipment on Rider B.
Onsite installation of computer listed on Rider B by DYNIX subcontractor for maintenance.
Installation of software modules specified in Rider C by DYNIX.
Installation of user accounts as follows:
I Cataloging
1 Circulation
1 PAC Plus (includes dial -in access)
I Serials
I Acquisitions
—, Media Scheduling
Reserve Book Room
Interlibrary Loan
Community Resources
Homebound
_ Journal Citations
— CPU Gateway# *
Dial -in Public Access
I Bibliographic Interface
_ Acquisitions /BISAC Interface
N Not yet in general release
* THE LIBRARY has the option and further anticipates installing these accounts at a later date.
Installation Site(s): Los Gatos Public Library
LOS GATOS PUBLIC LIBRARY - PAGE R-S
May 5, 1993
'u
Schedule 4
DATA LOAD SERVICES DETAIL
DESCRIPTION
THE LIBRARY should contact the install team to determine the tape format before ordering bibliographic and
authority tapes from a third party vendor.
Bibliographic Records /MARC Tapeload: ($3,000)
- Load deduped tapes from (single source) creating one bibliographic record for each MARC record on the tapes.
Authority Records: (N /C)
- DYNIX shall create authority files for THE LIBRARY based on data in the System after the bibliographic
records are loaded.
Holding Creation /Item Records: (if purchased) ($3,500)
- Item records will be created based on data in the bibliographic records according to definitions provided by
THE LIBRARY. DYNIX will automatically assign collection codes, item loan types, library/branch
designations to each item based on information supplied by THE LIBRARY.
LCSH Authority Tape Load: (if purchased) ($2,000)
- DYNIX shall add SEE and SEE ALSO cross references to the SUBJECT AUTHORITY file for all matching
headings from LIBRARY OF CONGRESS SUBJECT HEADING tapes.
Patron File Load:
- DYNIX will develop custom software for a one -time load of patron records from a local machine readable data
file. ($1,200)
OPTIONS
Journal Citation Index Load ($2,000 per file)
- DYNIX will supply initial indexing for the datafiles THE LIBRARY has selected in a format that is compatible
with THE LIBRARY's tape drive.
LOS GATOS PUBLIC LIBRARY - PAGE R -9
May 5, .1993
Schedule 5
DYNIX DOCUMENTATION
Qty
DYNIX USERS MANUAL*
—!—System Administrator (2 volumes)
I New User
I Searching
—!—Cataloging
—!—Circulation (2 volumes)
--L —Reports
1 Serials
—!—Acquisitions (2 volumes)
_ Media Scheduling
_Reserve Book Room
_Community Resources
_Homebound
PREINSTALLATION MATERIALS
I Preinstall Guide (2 volumes)
SELF -PACED TRAINING MATERIALS
_Training Instruction for System Administrator
_Prerequisite Skills Packet
_Cataloging Skills Packet
_Circulation Skills Packet
TRAINING GUIDES
4 System Operations Training Workbook
--Z —System Administrator
2 Cataloging
2 Circulation
SUBSCRIPTIONS
I Dynix Dataline (Quarterly)
—L —Global Update (8 times /yr)
*includes update services
SUPLEMENTAL PRODUCTS*
Journal Citation
1 PAC Plus
1 Electronic Dictionary
_ PC Back -up
_ Telxon Back -up
LOS GATOS PUBLIC LIBRARY - PAGE R -10
May 5, 1993
RIDER E
PRICE SUMMARY
RIDER
ITEM
B
Equipment
C
Software
D
Services and Supplies
TOTALS
Less Turnkey Discount:
GRAND TOTAL BEFORE TAX
California Sales Tax (8.25%)
GRAND TOTAL AFTER TAX
PRICE
93,111
72,819
49,217
$215,147
- 40,274
$174,873
14,427
$189,300
LOS GATOS PUBLIC LIBRARY - PAGE R -11
May 5, 1993
PAYMENT SCHEDULE AND CONTRACT MILESTONES
EVENT
Contract Signing
Completion of Hardware Functionality Test
Completion of Data Load Test
Completion of Module Functionality Test **
Circulation
Cataloging and Bib Interface
OPAC
Acquisitions
Serials * **
TOTAL:
PAYMENT AMOUNT *
35 % 66,255
15 % 28,395
25 % 47,325
5 %
9,465
5 %
9,465
5 %
9,465
5 %
9,465
5 %
9,465
100 % $189,300*
210
Pv€ F
** *Must be completed or waived within DSO -days of the Hardware Functionality Test.
* *Must be completed or waived within 180 days of the Hardware Functionality Test. ` 1
*Amounts include 8.25% California Sales Tax.
LOS GATOS PUBLIC LIBRARY - PAGE R -12
May 5, 1993
Table G -1: System Conriguration
System
Processor
Memory
# users
Disk Storage
OS Release
Dynix Release
Table G -2: Database Capacity
r Ir
PERFORMANCE STANDARDS
Hewlett Packard Model 800 F
HP PA -RISC 32MHz
64MB
40
2.0GB
HP -UX v7.0
135
The above configured System shall be capable of storing the data files below with their companion transaction files
as follows:
Bibliographic File
Holdings File
Patron File
Annual Circulation
Annual Acquisitions
Annual Serials
# Records
160,441
175,114t
35,000
600,000
6,500
In addition, the following indexes are included:
Patron Name
Patron Barcode
Title /Series /Contents Keyword
Subject Authority
Item Barcode
Author Authority
LCCN
Series Authority
y
ISBN /ISSN
Title Alphabetical
Call No. Index (one)
Bib Utility #
Subject Authority Keyword
Journal Citation and Community Resource Files are excluded from Database Capacity (G -2) and Transaction
Throughput Capacity (G -3) warrantees.
LOS GATOS PUBLIC LIBRARY - PAGE R -13
May 5, 1993
Table G -3: Transaction Throughput Capacity
The above configured System shall be capable of processing the following numbers of transactions within the
response times given in Table G-4.
Table G4: Response Time Table
NORMAL LOAD
# of Transactions
Type of Transaction Avera e
Response in seconds
Circulation
Annual
600,000
Normal /Hr
Peak/H
Acquisitions
6,500
200
2
600
Updates - Patron
17,500
6
7
18
Updates -Bib
22,500
8
23
Updates - Holdings
24,000
8
24
Serials
4,200
1
4
Table G4: Response Time Table
LOS GATOS PUBLIC LIBRARY - PAGE R -14
May 5, 1993
NORMAL LOAD
PEAK LOAD
Type of Transaction Avera e
Response in seconds
g
Res
po seen Seconds
Checkout
< 2
3
Renewal
< 2
3
Checkin
<2
3
Fines processing
2
5
Bib file update
3
5
Holding file update
3
5
Patron file update
3
5
Holds placed
2
4
Searches
W lookup
#, barcode, etc.)
<2
3
Indirect
2
(LCCN, ISBN, OCLC, etc.)
4
Authority type searches
(author,
3
5
subject, call #, etc.)
Keyword /Boolean
5
8
(title, etc.)
Acquisitions Ordering
5
8
Serials Checkin
5
8
LOS GATOS PUBLIC LIBRARY - PAGE R -14
May 5, 1993
Response Time Test Procedures
(1) The Response Time Test is intended to demonstrate that the System is capable of meeting the performance
standards as defined in the Agreement, at user terminals under full -load conditions.
(2) A Response Time Test may be requested by THE LIBRARY anytime within five (5) years of the
completion of the Hardware Functionality Test as a means of verifying the performance standards. The
specific date shall be mutually arranged between THE LIBRARY and DYNIX, but in no case shall the
Test be scheduled later than forty -five (45) days following the receipt of written request for the test.
(3) The Response Time Test will be performed with terminals allocated as normal library processes would
dictate or to specific functions as mutually agreed upon at the time of the test.
(4) System load defines the number of transactions being processed during a given time period. Average
response time under Normal and Peak loads will vary as shown in Table G-4 Response Time Table.
Normal Load is defined as the load on the System when processing transactions up to the level specified
in Table G -3. The Normal Load is computed by dividing the annual transactions by the number of
operational hours.
Peak Load is defined as the load on the System when processing transactions at rates above Normal Load
up to the level shown in Table G -3 for Peak Load.
(5) The test may be performed for normal and /or peak load conditions. The transaction load on the system
may be achieved by actual library activities or scripting transactions at a rate to simulate either load level.
(6) THE LIBRARY shall provide terminal operators and people acting as data recorders. The operators shall
perform the terminal functions and tally the number of transactions completed. The recorders will clock
and record the response times for each transaction at selected terminals.
(7) Each test shall last for at least 30 minutes. No test shall be deemed valid unless a minimum of 50 timings
were performed at the selected terminals for each type of transaction.
(8) Both DYNIX and THE LIBRARY may provide inspectors to verify the accuracy of the activities of the
operators and the recorders.
(9) Prior to the commencement of the test, DYNIX shall provide, with the assistance of THE LIBRARY
personnel, such training as shall be necessary for the terminal operators and the recorders to perform the
activities herein described.
(10) Response time shall be the interval of time between the moment when the operator at a terminal completes
the input of a command or data by pushing the Gretum> key or by completing a label scan, as
applicable, and the commencement of meaningful response from the terminal indicating either the result
of the transaction or the readiness of the terminal to accept further data or the next transaction.
(11) All records and logs made during the test shall be available for inspection by representatives of DYNIX
and THE LIBRARY during and after the test. At the end of the test, all the records and logs are to be
collected.
LOS GATOS PUBLIC LIBRARY - PAGE R•15
May 5, 1993
(12) The response times for each type of function shall be computed separately. Transactions with multiple
steps shall include timings for each step.* The average response time is computed by summing the
response times for all steps for a given type of transaction and dividing the total by the number of timings.
(13) The Response Time Test shall be successful if (1) the stated transaction throughput is achieved; (2) all
transactions complete (i.e. - -no hung terminals); and (3) the "normal " and "peak" response time averages
for each function do not exceed those stated in Table 0-4 Response Time Table for the appropriate load
levels.
(14) DYNIX shall bear its own expenses for the performance of a warrantee Response Time Test if the test
is unsuccessful. In the event THE LIBRARY requests a Response Time Test and the test passes, THE
LIBRARY shall pay DYNIX's expenses.
* Each search shall consist of the following steps: (1) select search option, (2) enter request, (3) review
summary screen (if any), (4) review full bibliographic display, and (5) review holdings /status displays.
Boolean keyword searches shall exclude the top one percent most frequently occurring words in the file.
Any and all "stop words" will be included in the top one percent.
REMEDIES:
In the event that the response times do not fall within the guaranteed parameters, and DYNIX has not responded
with a formulated plan for problem resolution within 24 hours of notification of the end of the test period, THE
LIBRARY may at it's option:
L grant DYNIX further time to resolve the problem; or
2. set up a conference call within two (2) working days with THE LIBRARY Project Manager, the Team
Leader, and the Manager of Installation Services; or
3. if the issue /problem is still not resolved three (3) days from the conference call in (2) above, set up a
conference call between the Vice President of Operations at DYNIX and the Director of the LIBRARY,
and begin accruing maintenance credits of 1/30 of the monthly charge for each day the problem is not
resolved; or
4. if the issue is not being resolved after one week from the call in (3) above, THE LIBRARY may require
a visit from DYNIX to directly address the problem; or
5. accept the solution as is and upon negotiating satisfactory terms, pay the appropriate invoices.
LOS GATOS PUBLIC LIBRARY - PAGE R -16
May 5, 1993
RIDER H
Schedule 1
HARDWARE FUNCTIONALITY TEST
PURPOSE:
The purpose of the Hardware Functionality Test is to ascertain that the Equipment supplied by DYNIX is installed
and operational.
TIMING:
The Hardware Functionality Test will be performed by the DYNIX installer immediately after successful installation
of sufficient Equipment to load THE LIBRARY's data and commence initial on -site training.
PERFORMED BY:
DYNIX personnel with observers from THE LIBRARY
TEST METHODOLOGY:
This examination will include the following tests as applicable for Equipment supplied by Dynix then installed:
(a) Central Processing Unit(s) diagnostic test
(b) Memory unit(s) diagnostic test
(c) Disk storage /controller unit(s) diagnostic test. [Including the writing of a disk file, the reading of a disk
file, and the erasure of a disk file.]
(d) Magnetic tape drive units(s) diagnostic test. [Including the writing of a file to tape, the reading of a file
from tape, and the erasure of a tape file.]
(e) Terminal unit(s) diagnostic test
(f) Printer unit(s) diagnostic test
(g) Telecommunications unit(s) diagnostic test
(h) Power loss /failure test
ACCEPTANCE:
The Equipment will be accepted and THE LIBRARY obligated to pay invoices as per Rider F when all of the above
tests are successfully completed.
REMEDIES:
In the event DYNIX is unable to pass the Hardware Functionality Test within forty -five (45) days of first attempting
the test, and DYNIX has not responded with a formulated plan for problem resolution within 24 hours of
notification of the end of the test period, THE LIBRARY may at it's option:
LOS GATOS PUBLIC LIBRARY • PAGE R -17
May 5, 1993
(1) grant DYNIX further time to resolve the problem and accept the Equipment when all problems are
resolved and the test is successfully passed; or
(2) require DYNIX to provide an alternate equipment configuration capable of passing the test. THE
LIBRARY shall be the sole judge of whether the revised delivery and installation schedules are acceptable;
or
(3) set up a conference call within two (2) working days with THE LIBRARY Project Manager, the Team
Leader, and the Manager of Installation Services; or
(4) if the issue /problem is still not resolved three (3) days from the conference call in (2) above, set up a
conference call between the Vice President of Operations at DYNIX and the Director of the LIBRARY,
and begin accruing maintenance credits of 1/30 of the monthly charge for each day the problem is not
resolved; or
(5) if the issue is not being resolved after one week from the call in (3) above, THE LIBRARY may require
a visit from DYNIX to directly address the problem; or
(6) accept the solution as is and upon negotiating satisfactory terms, pay the appropriate invoices; or
(7) reject the System, declare DYNIX in breach of contract, and require DYNIX to refund all monies paid
to DYNIX by THE LIBRARY under this Agreement to date. DYNIX shall have the right to remove,
at its expense, all Equipment, Software and Supplies provided under this Agreement.
These remedies shall be THE LIBRARY's exclusive remedies in the event DYNIX is unable to pass the Hardware
Functionality Test within forty -five (45) days of first attempting the test.
LOS GATOS PUBLIC LIBRARY - PAGE R -18
May 5, 1993
u
Schedule 2
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 the Hardware Functionality Test and after training of the first module.
PERFORMED BY:
Library staff.
TEST METHODOLOGY:
(1) The System is defined as all hardware (Rider B) and software (Rider Q installed and maintained by
DYNIX to date.
(2) Within a total test period of ninety (90) days, a successful performance period of thirty (30) days must
be completed. The total test period and the successful performance period are calendar days, excluding
holidays.
(3) This test may be overlapped with other testing procedures.
(4) The System must be available for ninety -eight percent (98 %) of THE LIBRARY's operational hours.
(5) THE LIBRARY may stop and restart the test, and the time during which the test has been stopped at THE
LIBRARY's option shall not count as downtime nor as part of the performance or test period. In no event
shall such interruption(s) of the test extend beyond a total of five (5) days per test.
(6) THE LIBRARY and DYNIX will each maintain an operations log. Each downtime occurrence, as defined
below, shall be measured, calculated, and logged separately into the operations log.
(7) Downtime is defined as the amount of time between the moment DYNIX is notified of the occurrence and
the moment that the outage is successfully resolved during both THE LIBRARY's operational hours and
the hours THE LIBRARY is covered by a DYNIX Maintenance Agreement.
Not to be counted as downtime:
- holidays
- other times when THE LIBRARY is officially closed
- times when THE LIBRARY has not contracted for maintenance coverage
- all scheduled preventative maintenance downtime
- downtime due to power failures
- downtime due to improper environmental conditions
- downtime due to THE LIBRARY's staff (operator) error
- outages which do not affect Library operations or System performance
- outages for which on site spares are available
LOS GATOS PUBLIC LIBRARY - PAGE R•19
May 5, 1993
(8) All downtime shall be measured by rounding to the nearest increment of 6 minutes. At the conclusion
of each downtime period, the downtime value resulting from each occurrence will be computed to arrive
at the total amount of downtime. Under no circumstances shall a downtime coefficient value of more than
1.0 be used in calculating the minutes of downtime.
(A) The formula for calculating each occurrence of downtime is as follows:
(d) = downtime coefficient value
(m) = number of minutes of downtime
(t) = total downtime ffor that occurrence]
FORMULA (t) = (d) x (m)
(B) The downtime coefficient value shall be assigned according to the following table:
Hardware Maior Outage:
1.00 -- Central processing unit
1.00 -- Disk drive(s) controller
1.00 -- Port Controllers
1.00 -- Main memory
Hardware Minor Outage: (each device)
0.10--
Terminals
0.05 --
Optical scanning device
0.25--
Line printer
0.25--
Tape drive
0.10 --
Portable optical reader /terminal
0.25 --
Modems /MUX
0-05--
Any other vendor supplied equipment
Software Maior Outage:
1-00--
Checkout
I-00--
Checkin
1-00--
Bibliographic file update
1.00--
Patron file update
1-00--
Item file update
1.00--
OPAC title inquiry
Software Minor Outa e: (per function)
0.50-- Hold
0-50-- Fine payment
0-50-- Patron name inquiry
0.50-- Authority file update
0.50-- Receiving items in Acquisitions or Serials
0.50-- Cataloging items in Media Scheduling
0-50-- Ordering items
0-50-- Adding reserve items
0.25-- Updating funds
0.25-- Claiming
LOS GATOS PUBLIC LIBRARY - PAGE R -20
May 5, 1993
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 covered by Dynix maintenance shall be considered in downtime calculations.
(9) In the event that at any time during the test the cumulative downtime exceeds the allowable two percent
(2 %) for the entire test, the test shall automatically restart at the point the problem has been solved. THE
LIBRARY shall notify DYNIX in writing within seven (7) days of the date the System Reliability Test
is restarted. Notification shall include a copy of the log.
ACCEPTANCE:
The System Reliability Test shall be successfully completed when the System has run thirty (30) days with ninety-
eight percent (98 %) or greater uptime. If no notice of downtime is received by DYNIX within forty (40) days of
the commencement or restart of the test, the test shall be deemed successful. Upon successful completion of the
System Reliability Test, THE LIBRARY shall pay appropriate invoices as per Rider F.
REMEDIES:
In the event that DYNIX is unable to successfully complete the test within the total test period, and DYNIX has
not responded with a formulated plan for problem resolution within 24 hours of notification of the end of the test
period, THE LIBRARY may at it's option:
(1) require that DYNIX replace any of the components under DYNIX warranty or maintenance which have
caused the test to fail. Any and all costs associated with said replacements shall be home by DYNIX.
The test shall not be restarted until said replacements have been made; or
(2) set up a conference call within two (2) working days with THE LIBRARY Project Manager, the Team
Leader, and the Manager of Installation Services; or
(3) if the issue /problem is still not resolved three (3) days from the conference call in (2) above, set up a
conference call between the Vice President of Operations at DYNIX and the Director of the LIBRARY,
and begin accruing maintenance credits of 1/30 of the monthly charge for each day the problem is not
resolved; or
(4) if the issue is not being resolved after one week from the call in (3) above, THE LIBRARY may require
a visit from DYNIX to directly address the problem; or
(5) accept the solution as is and upon negotiating satisfactory terms, pay the appropriate invoices; or
(6) reject the System during the Warranty period, declare DYNIX in breach of contract, and require DYNIX
to refund all monies paid to DYNIX by THE LIBRARY under this Agreement to date. DYNIX shall
have the right to remove, at its expense, all Equipment, Software and Supplies provided under this
Agreement.
These remedies shall be THE LIBRARY's exclusive remedies in the event DYNIX is unable to pass the System
Reliability Test within the total test period.
LOS GATOS PUBLIC LIBRARY - PAGE R -21
May 5, 1993
n ,
Schedule 3
MODULE FUNCTIONALITY TEST
PURPOSE:
The purpose of the Module Functionality Test is to verify that the required functional capabilities of the Software
have been delivered.
TIMING:
Testing will coincide with the implementation of the various modules and shall occur during the training session
for the module. For modules using tutorials instead of on site training, the test shall be completed or waived within
sixty (60) days of installation. Training and testing will not occur until after the Hardware Functionality Test has
been passed and sufficient software and data have been loaded to permit training and the test to be effectively
performed. Verification of the attached functional check lists will occur during the training sessions. THE
LIBRARY shall have an additional thirty (30) days to test additional functions related to the module(s) on which
training was received.
PERFORMED BY:
Library staff and DYNIX personnel.
TEST METHODOLOGY:
(1) Prior to training, THE LIBRARY shall designate one or more persons participating in the training session who
are authorized to initial acceptance of the functional checklists attached.
(2) During training THE LIBRARY shall initial the functional checklist for features observed and operational.
(3) Functions which do not operate properly shall be noted and reported in writing to DYNIX.
(4) THE LIBRARY shall have thirty (30) days from the completion of training for a module to verify other
functions which DYNIX documentation indicates the Software will perform and submit any exceptions to
DYNIX in writing.
(5) DYNIX shall clarify and resolve all reported problems within thirty (30) days of receipt of report. Within
seven (7) days of receipt of notice of resolution from DYNIX, THE LIBRARY shall retest the function and
confirm that the function has or has not been resolved.
(6) DYNIX and THE LIBRARY agree that not all aspects of the software are reasonably testable in the time frame
given (e.g. "two -year cumulative statistics ") and that certain aspects (e.g. "user friendliness ") are subjective.
Untestable features or aspects of the 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 THE LIBRARY obligated
to pay invoices as per Rider F when:
(1) Each function of the appropriate functional checklist is operational, and
LOS GATOS PUBLIC LIBRARY - PAGE R -22
May 5, 1993
(2) Each problem properly reported in the thirty (30) day additional test period has been resolved.
In the event that DYNIX receives no notice regarding non - functioning items within thirty (30) days of completion
of training, then the Module Functionality Test will be deemed to have been successfully completed and THE
LIBRARY shall pay the appropriate invoices. The foregoing does not relieve DYNIX of any obligation to make
operational each function as per the warranties of Section 9.B.3. of this Agreement or the terms of the Maintenance
Agreement in Rider J, Section 5.B. The thirty (30) day period will only be extended due to reasons of force
majeure or to the extent that the System is down according to the System Reliability Test during the Module
Functionality Test.
REMEDIES:
In the event that DYNIX is unable to provide software to pass the Module Functionality Test within ninety (90)
days of commencing the test, and DYNIX has not responded with a formulated plan for problem resolution within
24 hours of notification of the end of the test period, THE LIBRARY may at it's option:
(1) grant DYNIX further time to resolve the problem and accept the test when resolutions are satisfactorily
reached; or
(2) set up a conference call within two (2) working days with THE LIBRARY Project Manager, the Team
Leader, and the Manager of Installation Services; or
(3) if the issue /problem is still not resolved three (3) days from the conference call in (2) above, set up a
conference call between the Vice President of Operations at DYNIX and the Director of the LIBRARY,
and begin accruing maintenance credits of 1/30 of the monthly charge for each day the problem is not
resolved; or
(4) if the issue is not being resolved after one week from the call in (3) above, THE LIBRARY may require
a visit from DYNIX to directly address the problem; or
(5) accept the Software as is and upon negotiating satisfactory terms pay the appropriate invoices; or
(6) during the first twelve (12) months following installation, reject the System and require DYNIX to refund
monies paid to DYNIX to date by THE LIBRARY. DYNIX shall have the right to remove, at its
expense, all Equipment, Software and Supplies provided under this Agreement.
These remedies shall be THE LIBRARY's exclusive remedies in the event DYNIX is unable to pass any Module
Functionality Test within ninety (90) days of commencing the test.
LOS GATOS PUBLIC LIBRARY - PAGE R -23
May 5, 1"3
FUNCTION CHECKLIST
1.0
General Features (All modules)
2.0
Searching Capabilities (All modules)
3.0
Bibliographic /Item File and Maintenance
4.0
Authority Control
5.0
Inventory (Circulation)
6.0
Bibliographic Interface Software
7.0
Chec out
8.0
Renewal (Circulation)
9.0
Circulation /Management Reports (Circulation)
10.0
Checkin (Circulation)
11.0
Fines and Fees (Circulation)
12.0
Notice Production (Circulation)
13.0
Holds (Circulation)
14.0
Patron File (Circulation)
15.0
Portable Backup Units
16.0
Reserve Book Room
17.0
Acquisitions
18.0
Community Resources
19.0
Serials
20.0
Media Scheduling
21.0
Dial PAC
LOS GATOS PUBLIC LIBRARY - PAGE R -24
May 5, 1993
Accepted
by:
1.0 General Features (All modules)
The System:
operates in real -time interactive mode with capability to create, update, access, and delete any data
for Library materials or patrons by both online and batch mode.
1.2- permits the restriction of specified functions to specified terminals or specified passwords.
1.3- moves between functions within a given module without logging off or on.
1.4- accommodates searches and messages from terminals in other locations of the Library's System.
1.5- logs transactions for continuous backup.
1.6- indexes new records and /or changes in background mode.
LOS GATOS PUBLIC LIBRARY - PAGE R -25
May 5, 1993
Accepted
by:
2.0 Searching Capabilities (All Modules)
2.1 General Features
The System:
provides information on item availability and status.
2.1.2- excerpts brief bibliographic information from full MARC records.
2.1.2- supports formats for material types ( monographs, serials, microforms, maps, manuscripts, documents,
and non -print media.)
2.1.3- insensitive to upper and lower case or punctuation variations.
2.2 Display Features
The System:
2.2.1- offers Library a choice of display formats.
2.2.2- offers a choice of the amount of information displayed, such as brief or full records.
2.2.3- displays full MARC record, with MARC tags.
2.2.4- displays call number, current status, and location of individual copies.
2.2.5- provides a summary screen of truncated bibliographic entries for multiple hits.
2.2.6- permits browsing or paging screens backward or forward.
2.2.7- permits attachment of printers to patron access terminals.
2.3 Assistance Features
The System:
2.3.1- does not require derived or algorithmic search keys.
2.3.2- provides prompt messages to guide searches by patrons.
2.3.3- allows display of terms related to search terms.
2.3.4- allows re- initiation of a search or correction of typing errors.
2.3.5- provides "help" messages with instructions for continuing a search.
2.3.6- allows Library to modify "help" messages without programmer intervention.
2.3.7- allows "back up" to a previous point in the search without beginning the search again.
2.4 Structural Features
LOS GATOS PUBLIC LIBRARY - PAGE R -26
May 5, 1993
The System:
2.4.1- Access points
- searches the bibliographic file by author, title, author /title, subjects, as minimum search elements.
- searches by specifying multiple search terms as well as by single term.
2.4.2- Authority control
- allows patron to browse both name and subject authority files.
2.4.3- Union catalog features
- provides access from all terminals in the System, staff terminals as well as the special public access
terminals.
- permits Library system -wide inquiry with branch specific holdings information provided.
2.4.4- Boolean searching
permits Boolean searching; ie., linking search terms with AND or operators.
2.4.5- Keyword or free text searching
- searches selected fields by keyword.
- allows truncation of search terms.
- permits browsing of terms in the index files.
- can automatically retrieve words with various spellings under any form (colour /color, etc.).
- will not permit a search to continue beyond a Library - specified length of time.
LOS GATOS PUBLIC LIBRARY - PAGE R -27
May 5, 1993
Accepted
by:
3.0 Bibliographic /Item File and Maintenance (Catalog Maintenance)
The System:
3.1- accepts any MARC formatted machine - readable records via tape loading or manual entry.
3.2- supports standard MARC formats (Book, map, music, etc.).
3.3- includes item (copy - level) information such as:
a)
unique book identifier
b)
unique item call number
C)
material type
d)
branch location
e)
price
f)
statistical category
— 3.4- allows search /retrieval by the following:
a) ISBN
b) ISSN
C) Library of Congress card number
d) bibliographic utility control number
e) author
f) author /title
g) title
h) series
i) Dewey or Library of Congress call number
P added entries, personal and corporate
k) unique item number
1) subjects
— 3.5- allows editing of any portion of the record without re- editing the entire record.
3.6- allows editing of any field in the record without rekeying the entire field.
3.7- links all copies of the same edition of a title to the bibliographic record for that title.
3.8- displays volume - specific data for serials and sets in number or date order without repeating title -level
bibliographic data.
3.9- provides automatic duplicate check to identify matching records already existing in the bibliographic
data base whenever bibliographic records are added by tape load or interface. Matching records are
overlaid -- non - matches create new records.
3.10- allows expansion or replacement of a brief bibliographic record.
3.11- allows merging of duplicate bib records with transfer of all holdings records attached.
3.12- when creating initial holdings record for each title, System supplies defaults for item loan type,
collection, and agency.
LOS GATOS PUBLIC LIBRARY - PAGE R -28
May 5, 1993
3.13- System automatically computes statistical assignment for new items based on Library defined
collection and call k groupings.
3.14- when creating multiple copies, System automatically supplies details from first copy to minimize
operator entry.
3.15- loads records from MARC tapes or utility interfaces in background mode
3.16- includes the capability for input and output of bibliographic records in MARC format, including all
tags, subfields, and indicators.
Accepted
by:
4.0 Authority Control (Catalog Maintenance)
The System:
4.1- provides on -line authority files.
— 4.2- provides authority files for desired fields.
4.3- links each occurrence of a heading in the authority file to each occurrence in the bibliographic file so
that all occurrences of that heading may be modified with a single "global" change.
4.4- provides on demand a list of additions to the authority files.
4.5- produces, on demand through a cataloging terminal, listing of all items in the authority files.
4.6- restricts additions or changes to authority file entries to authorized operators.
— 4.7- permits creation of appropriate "see" and "see also" cross - references.
4.8- automatically displays a relevant set of entries from the authority file whenever an authority-controlled
field on a bibliographic record is entered or updated. One of the displayed entries may be selected
or the new authority form may be added.
4.9- maintains only one authority file for each designated field, regardless of the number of agencies
sharing the data base.
— 4.10- maintains a temporary list of authority records created for review and approval by authorized
operators.
— 4.11- allows creation of authority records from within the general bibliographic file maintenance program.
4.12- permits merging of authority records by an authorized operator.
4.13- checks authority forms on records added to the bibliographic file from tape load or utility interfaces.
LOS GATOS PUBLIC LIBRARY - PAGE R -29
May 5, 1993
Accepted
by:
5.0 Inventory (Circulation Maintenance)
The inventory control software:
allows library staff to take inventory of labelled library materials at multiple locations and for multiple
parts of the library at the same time.
5.2- reads labels for items inventoried using:
- Telxon portable terminals for appropriate barcode fonts, or
- regular Dynix terminals
5.3- records on appropriate item records the date each item was inventoried.
_ 5.4- provides printed reports of items misshelved for each batch of barcodes processed.
5.5- upon completion of any collection sets status for items "missing from inventory" and allows printed
report of these items.
5.6- [Hakes allowance for items on loan, in processing and other status that do not qualify as "missing"
items.
5.7- reports and allows simple resolution of items found on the shelf which had incorrect status (ie.,
checkout, missing, etc.)
Accepted
by:
6.0 Bibliographic Interface Software (Interfaces)
The Interface:
6.1- on demand, transfers MARC II communications format bibliographic records from the source
computer to the DYNIX CPU.
6.2- automatically reformats and stores the source record on Dynix without further operator intervention.
6.3- allows the Library to specify record "match point" definitions and indicate whether match points will
overlay existing or create new records and report match for possible merging.
6.4- allows updates of a bibliographic record and does not lose linking to any holdings records attached.
6.5- allows copy - specific information (barcode number, item type, material type, call number, etc.) to be
input into designated fields on the source record.
— 6.6- automatically creates holdings records based on the copy - specific information properly input into the
source record.
LOS GATOS PUBLIC LIBRARY - PAGE R -30
May 5, 1993
Accepted
by:
7.0 Checkout (Circulation)
The System:
7.1- associates a unique book identifier with a unique patron identifier and stores the charge transaction
in the circulation file.
7.2- automatically calculates loan period and due date /time according to:
a) patron type
b) item type
C) library service hours (allowing for holidays)
7.3- displays due date /time on the charge terminal screen.
— 7.4- requires only one entry of patron identifier per batch of items to be charged to that patron.
7.5- provides clear audible and /or visual signals that identification labels have been read and the
information accepted.
7.6- provides clear audible and visual signals when charge transactions are blocked (permits supervisory
override). Visual message states the reason charge is blocked.
7.7- allows manual input of book and patron barcode labels.
7.8- accommodates a variety of loan periods which can be changed without programmer intervention.
7.9- allows authorized operator to input a non - standard due date /loan period by overriding the
system - calculated due date.
7.10- checks patron status and signals operator of any exception condition including excessive number of
books charged, excessive fines owed, manual blocks placed, or expired registration, and permits
supervisory override.
7.11- checks book status for hold(s) and "non - circulating" flag
7.12- provides means for charging of partially cataloged or uncataloged material.
7.13- alerts operator of barcode labels from other library systems.
7.14- provides for electronic scanning of barcoded labels on patron cards and Library materials.
LOS GATOS PUBLIC LIBRARY - PAGE R -31
May 5, 1993
Accepted
by:
8.0 Renewal (Circulation)
The System:
8.1- prior to renewal, checks the book for overdue status, calculates and displays any fine, permits
immediate payment.
8.2- calculates and displays a new due date /time when a charged item is renewed.
8.3- permits record display and renewal even if book and /or patron are remote or book or patron barcode
number is unknown.
8.4- checks the book record for hold tags, blocks renewal if tags are found, and prompts operator for hold
processing.
8.5- checks patron record for exception conditions (ie., unpaid fines).
8.6- blocks renewal if patron has borrowed or renewed the book in excess of a specified number of times
or if the book has been tagged lost while charged to the patron.
Accepted
by:
9.0 Circulation /Management Report s (Circulation)
The System prints hard -copy reports:
— 9.1- of daily circulation transactions -- number of charges, renewals, discharges, etc., accumulated monthly
and annually by material type and library locations.
9.2- generated to disk and printed on operator command.
— 9.3- for specific location /clusters /or system -wide activity upon command.
— 9.4- of monthly statistical reports of new items, titles, and patrons added, excluding titles corrected and
patrons renamed.
— 9.5- on size of files -- number of titles, items, patrons, and items currently on loan.
9.6- on patron characteristics -- age, sex, address, census tract, etc. Information to be drawn from
appropriate fields (coded and otherwise) in patron file.
9.7- on patron financial blocks -- numbers of outstanding fines, fees, and unpaid bills.
— 9.8- use by collection, call number or subject class.
9.9- on number of holds placed, filled, and not picked -up.
LOS GATOS PUBLIC LIBRARY - PACE R -32
May 5, 1993
Accepted
by:
10.0 Checkin (Circulation)
The System:
10.1- disengages a book barcode number from a patron barcode number and removes the record from the
circulation file.
10.2- if a fine or fee is to be assessed, retains information in fine records as to book identifier, date book
is returned, and amount of fine accrued.
10.3- provides a completely interactive online discharge function, though fine notice production may be
done in background mode.
10.4- permits discharge by scanning barcode identification label.
10.5- permits manual input of book barcode label where label is defective or missing.
10.6- allows authorized operator to change date of discharge (for delayed discharge of a group of materials).
10.7- clears returned items at any location, regardless of owning location; signals if material is to be sent
to another location, and tags material "in transit" until final discharge.
10.8- checks the book record for hold or other status conditions; provides clear, audible and visual signals
if tags are found; and prompts appropriate processing.
10.9- system -wide ability to trap holds during discharge regardless of where the hold request was placed.
10.10- allows for a specified grace period during which no fine is assessed by type of material.
10.11- checks a book for overdue status, calculates any fine, displays the patron's account, and automatically
increments the account.
10.12- prints a fine notice or other billing document in background mode.
— 10.13- alerts operator of brief circulation records which need full cataloging.
LOS GATOS PUBLIC LIBRARY - PAGE R -33
May 5, 1993
Accepted
by:
11.0 Fines and Fees (Circulation)
The System:
11.1- calculates fines at the time of discharge or renewal according to book type, patron type, loan period,
and date /time of discharge.
11.2- stores and displays a patron's fine and fee history until fines or fees are paid and cleared or for a
length of time to he determined by the Library. Fee history contains patron and book ID, date
returned, fines and accrued fines.
11.3- blocks charge and renewal transactions for patrons with a specified number of dollar amount of unpaid
fines and fees.
11.4- calculates fines beginning with a specified minimum dollar amount and ending with a specified
maximum.
11.5- prints a patron notice giving bibliographic data, fine and fee amounts, and a library- specified message
including payment instructions.
11.6- on demand prints a list of patrons with long overdue books (time frame is Library- specified).
11.7- on demand prints a list of charged books long- overdue or presumed lost according to a Library
specified time frame.
11.8- permits an operator to record partial or full payment(s) received and keeps a record of individual items
against which partial payments have been made.
11.9- allows authorized operator to manually input a fine, fee, or other charge.
11.10- allows authorized operator to waive patron's unpaid fines, fees, or other charges.
11.11- allows operator to accept payment against specified items or will automatically apply payment to items
from oldest to most recent.
LOS GATOS PUBLIC LIBRARY - PAGE R -34
May 5, 1993
Accepted
by:
12.0 Notice Production (Circulation)
The System:
12.1- permits staff to determine from the patron's record what notices have been sent and what action is to
be taken next.
12.2- prints hold and overdue notices which provide call- number, bibliographic and circulation data to aid
the patron in book identification. All notices contain individual item numbers.
12.3- prints a listing of overdue books in shelf list order by location (holdings call number order) to
facilitate shelf -check before mailing notices. (RSLON)
12.4- prints notices with Library- specified messages on card stock or "crash" mailers.
12.5- suppresses overdue notices on items "claimed returned."
12.6- uses a patron address from patron record for each type of notice.
12.7- separates notices by branch location.
12.8- sorts notices by zip code within branch location for bulk mailing.
12.9- produces the following kinds of notices:
- overdue (reminder) notices -- up to 4 based on Library parameters
- billing notices
- hold pickup /cancellation notices
LOS GATOS PUBLIC LIBRARY - PAGE R -35
May 5, 1993
Accepted
by:
13.0 Holds (Circulation)
The System:
13.1- verifies patron status at the time hold is placed and notifies operator of any financial blocks present
on the patron record.
13.2- places holds at the title or item - specific level at the operator's discretion.
13.3- allows placement of hold on any title from any terminal.
13.4- checks for hold tags on an item record at time of discharge and notifies an operator of hold with
visual and auditory signals.
13.5- prints hold notices daily for mailing and /or prints report with telephone numbers for calling patrons.
13.6- prints hold notices only after item is checked in at pickup location.
13.7- displays upon request a list of the hold queue for a book by title.
13.8- checks the hold queue at the time of charge and permits block of charge to a patron not at head of
queue. Permits override of block with authorized password.
13.9- creates a purchase alert when the hold queue exceeds a Library- specified ratio of holds to copies. This
ratio may be changed without programmer intervention.
13.10- allows authorized operator to remove names from any position in the hold queue.
13.11- cancels hold queues at discretion of authorized operator and produces notices to be sent to patrons in
the canceled queue.
13.12- blocks renewal of books with hold tags.
13.13- calculates the hold shelf clearance date and prints a list of holds not picked up to facilitate clearing
of hold shelves or notification of next patron in the queue.
13.14- detects duplicate hold requests made for a title by the same patron.
LOS GATOS PUBLIC LIBRARY - PAGE R-36
May 5, 1993
Accepted
by:
14.0 Patron File (Circulation)
The System:
14.1- permits development of system -wide patron file with all appropriate fields, including but not restricted
to:
a) name
b) barcode number
C) address
d) alternate street address
e) telephone number
IF) patron type
g) expiration date of registration
h) activity date of last transaction
i) patron statistical category
D any other coded data necessary to determine usage patterns, such as census tract, sex, age
groupings, etc.
k) note field
14.2- permits Library - specified parameters for patron types, patron status, and coded data.
14.3- permits entry of patron registration online.
14.4- permits patrons to charge materials on their initial visit to the Library.
14.5- permits corrections or updates to the information contained in the patron record without unnecessary
re- keying.
14.6- allows automatic or manual placement of blocks or restrictions on charging of materials.
14.7- permits override of patron blocks with password authorisation.
14.8- provides access to the patron file by name, by patron barcode number and by identification number.
14.9- displays and /or prints out patron data for use by authorized staff: name, address, books currently
charged; holds; current fines and other charges; and "claimed returned."
14.10- provides for periodic purge of patron file according to Library- specified date of inactivity.
14.11- allows assigning patron a new barcode number without losing delinquencies, charges, holds, etc.
14.12- able to renew card without issuing a new barcode number or entering any information into patron
record other than new expiration date.
14.13- ability to declare card lost or stolen. No materials may be charged to these cards.
LOS GATOS PUBLIC LIBRARY - PAGE R -37
May 5, 1993
Accepted
by:
15.0 Portable Backup Units (Backup)
The System:
15.1- captures check -in and check -out transactions from keypad or wand (standard barcodes).
15.2- incorporates time and date stamps on each transaction to accurately determine final status of an item
even if handled several times or on different units.
15.3- allows operator to indicate transaction source such as branch or bookmobile stop.
15.4- transfers and processes backup unit transactions into the main system files concurrent with normal
system activities.
15.5- provides exception reports for items not on file; ie., books on hold, etc.
Accepted
by:
16.0 Reserves (Reserve Book Room)
The System:
16.1- charges books from a primary collection to a secondary reserve collection without destroying primary
collection book and circulation data.
16.2- permits change of loan period, fine rate and other book characteristics for purpose of circulation from
the secondary collection.
16.3- permits charges to patrons from the secondary collection without assigning a new or temporary
barcode number or changing bibliographic data.
16.4- prints staff -use lists of books assigned to the secondary collection, in order by author, title and /or call
number.
16.5- allows access by barcode number, title of item, course title /number, and instructor name.
16.6- allows easy addition of non - Library materials (ie., personal copies, photocopies, etc.) to the reserve
files.
16.7- allows easy processing of withdrawals from reserve which indicates disposition of item (return to
owner) or automatically restores original collection parameters.
LOS GATOS PUBLIC LIBRARY - PAGE R -38
May 5, 1993
Accepted
by:
17.0 Acquisitions Software (Acquisitions)
17.1- allows the creation of order records from:
- manual entry
- existing order records
- existing bibliographic records
- "want" list files (desiderata)
17.2- integrates all firm order records with bibliographic master files and all major system files.
17.3- permits handling of single titles, open -ended orders, gifts, deposit accounts; permits the Library to
establish its own acquisitions order types.
17.4- allows creation of a vendor file with locally defined fields.
17.5- allows creation and modification of order blanks with default fields automatically supplied.
17.6- Library may specify content and format of printed purchase orders and vouchers.
17.7- at order entry, incorporates bibliographic and holdings file update, fund allocation and copy
distribution.
— 17.8- allows items on order to have holds placed on them from circulation and PAC accounts.
17.9- handles foreign currency conversions.
17.10- produces claims automatically for staff review.
17.11- accepts and tracks partial receipts.
17.12- allows processing of invoices before or after receipt of materials.
17.13- allows invoicing at time of receipt.
17.14- automatically adjusts funds appropriately as actual costs are received.
17.15- produces vendor performance reports including percentage back ordered, percentage filled, average
fill time, discount percent
17.16- allows access to on -order materials by title, author, ISBN, LCCN, vendor; PO N
17.17- permits Library to establish desiderata file of items to be considered for order or designated not to
order.
17.18- produces on demand report of funds showing budget, amount encumbered, amount expended and free
balance. Report also indicates percent of year past and percent of budget committed (expended or
encumbered).
17.19- prints work slips and routing lists for items received in the Library.
17.20- allows multi -year funding.
LOS GATOS PUBLIC LIBRARY - PAGE R -39
May 5, 1993
Accepted
by:
18.0 Community Resources
The System:
18.1- allows the creation and maintenance of an Information and Referral (I & R) File
18.1.1- allows updates by authorized staff members
18.1.2- allows optional updates by outside organization with PIN protection
18.1.3- uses authority - controlled terms for organization subject descriptors, independent of main bibliographic
authority files
18.1.4- searches and displays I & R files by organization name, alternate names, or subject descriptors.
18.1.5- produces listing of records not updated since a specified date formatted either as a summary report
or as letter which can be folded for a window envelope.
18.1.6- automatically links the I & R file to the events calendar.
18.2 - maintains a calendar of events which can be accessed from the public access module.
18.2.1- permits events to be reviewed by date or by keyword search.
18.2.2- permits events to he entered from designated fields on an I & R file record or independent of any
organization.
18.3- Ready Reference File
18.3.1- allows authorized staff to enter information for frequently asked questions
18.3.2- permits file to be searched by keyword across question and answer fields.
18.4- Suggestion box /request file
18.4.1- allows public to leave variable length, free -text comments or suggestions.
18.4.2- as option, allows entry of patron barcode number so that response may be made if desired.
18.4.3- if barcode is entered, confirms contact information.
LOS GATOS PUBLIC LIBRARY - PAGE R-40
May 5, 1993
Accepted
by:
19.0 Serials Control
19.1 integrates serials bibliographic and holdings record into the main bibliographic master file.
19.2 links multiple copies with associated holdings to a single bibliographic record.
19.3 stores serials holdings data compliant with the USMARC Format for Holdings data.
19.4 allows search and display of serial/bibliographic records along with summary of holdings display as
part of the online catalog.
— 19.5 allows identification of serials for checkin by title, ISSN, and other search methods.
19.6 allows checkin for multiple copies of an issue as a single checkin action.
19.7 allows checkin of regular issues, supplements, indexes, etc.; all accessed through a common serials
record.
19.8 permits identification and checkin of special unpredicted or irregular issues.
19.9 allows library to define publication patterns so enumeration, chronology and checkin dates are
predicted for expected issues. As defined by the U.S. Marc holdings format.
19.10 allows reversal of items incorrectly checked in by Undo function.
19.11 permits "predicted checkin" of future issues which arrive before the next expected issue.
19.12 allows free text notes to be attached to checkin records.
19.13 allows alteration of enumeration or chronology, if the issue received varies from the issue predicted.
19.14 allows operator to indicate various receipt statuses: will not be published, not available, and damaged
receipt.
19.15 upon checkin processing notes can indicate appropriate action for each individual copy.
19.16 prints spine labels and work slips as appropriate.
19.17 prompts for barcode entry if copy is to be barcoded for circulation.
19.18 allows detailed review of checkin information of past receipts by specific issue or copy, including
current status and date status set.
19.19 indicates destination for materials (e.g., routing, current periodicals, reference, discard, etc,)
19.20 allows automatic or manual claiming for predicted issues that have not arrived.
— 19.21 allows manual claiming for irregular items.
19.22 allows establishment of various routing lists and printing of routing slips at checkin.
LOS GATOS PUBLIC LIBRARY - PAGE R41
May 5, 1993
Accepted
by:
20.0 Media Scheduling
The System:
20.1- interacts with the cataloging and circulation modules providing an integrated system.
20.2- has the ability to group items and pieces of equipment into sets for ease of access and circulation.
20.3- has the capability of reserving items, equipment, rooms and sets as requested.
20.4- allows updating, duplicating, deleting and searching of reservations by item, equipment, room or set
20.5- reservation includes identifying number, reservation status, patron information (name, barcode and
ID number) beginning and ending dates and times, lead and lag times, location, service codes, notes
and item information (title, ITYPE, Call number, barcode and storage location).
20.6- allows cataloging of media items not previously cataloged, creation of special equipment and room
records with appropriate data fields.
20.7- maintains equipment holdings records including information concerning date item was added,
collection, itype, storage location, serial g, inventory k, equipment price, date purchased, last service,
next service, condition, set -id and notes.
20.8-
O34LM
maintains room holdings records including room collection, itype, size, capacity, handicap access,
elevator access, media equipment assigned to the room, set -id and notes.
provides daily, monthly and yearly calendar displays of scheduled reservations.
20.10- allows compilation of a list of all reservations which have scheduled activity on any specified date for
any location and maintains a reservation history file.
20.11 - maintains equipment service schedule and allows printing of this report.
20.12- provides statistics of equipment sets, including description, set's barcode, storage location and current
status.
20.13- allows generation of a report which shows how frequently Media Center equipment is being used.
20.14- allows printing of workslips for ease of circulation delivery and other media scheduling activities.
20.15- allows printing of a media center catalog sorted by title, Itype, Dynix BIB# or agency of items
cataloged in Media Scheduling.
20.16- provides a list of no shows by time, including reservation detail and patron's phone number.
20.17- allows printing a list of all overdue items within media scheduling.
20.18- provides a Use Count Report which tells the number of times all items cataloged in Media Scheduling
have been used.
LOS GATOS PUBLIC LIBRARY - PAGE R42
May 5, 1993
Accepted
by:
21.0- Dial PAC
The system shall be able to:
- -- 21.1 prompt dial -up users to select their terminal emulation type from a list of supported terminal types;
21.2 allow the library to modify the list of terminal types displayed to dial -up users;
21.3 display test data and prompts for dial -up users to verify correct emulation choice;
21.4 offer the same searching capabilities as the library's regular PAC accounts;
21.5 offer the same procedure for placing holds or prohibiting holds as the library's regular PAC accounts;
21.6 recognize that dial -up users are not physically in a library location and may therefore place holds on
items "in" and available for holds;
21.7 define a default hold notification method, including a "ship to" option;
21.8 define a default hold pickup location or display a menu of pickup locations available for dial -up users;
LOS GATOS PUBLIC LIBRARY - PAGE R43
May 5, 1993
Schedule 4
DATA LOAD TEST
PURPOSE:
The purpose of the Data Load Test is to demonstrate and verify that THE LIBRARY's data files will be properly
processed.
TIMING:
This test will be performed after all test records have been loaded and processed either at Dynix or at the Library.
This test may overlap other tests.
PERFORMED BY:
LIBRARY staff in conjunction with DYNIX staff.
TEST METHODOLOGY:
(1) THE LIBRARY and DYNIX will jointly develop data load specifications in accordance with Section 7 of this
Agreement and Rider D Schedule 4 of this Agreement. These specifications (the "Load Specifications ") will
be set forth in writing by THE LIBRARY. DYNIX will assist THE LIBRARY in identifying inaccuracies or
deficiencies in the Load Specifications and will work with THE 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) THE LIBRARY shall identify by control number (e.g. ISBN, LCCN, OCLC) up to one hundred (100)
bibliographic records (the "Test Set ") that shall be used to verify that processing has been done according to
specifications. THE LIBRARY is responsible for selecting an accurate and representative Test Set. The
records must include an identifiable match point (e.g. control number, ISBN, LCCN, OCLC # etc.)
(3) DYNIX shall develop and /or modify programs to process the data files according to the Load Specifications.
(4) Library staff shall have two (2) working days from the time DYNIX delivers the processed record information
for examination to review the Test Set and identify any discrepancies between the processed data and the Load
Specifications. Example 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 THE LIBRARY agree that DYNIX shall not be responsible for fixing problems not identified by
the Load Specifications nor for correcting erroneous records supplied to DYNIX by THE LIBRARY.
ACCEPTANCE:
The Data Load Test shall be successfully completed when the Test Set has been processed to meet the Load
Specifications. If DYNIX receives no notice of load discrepancies within five days of delivering the processed
records information for examination, the test shall be deemed successful. Upon successful completion of the Data
Load Test THE LIBRARY shall pay applicable invoices as per Rider F.
LOS GATOS PUBLIC LIBRARY - PAGE R-44
May 5, 1993
11,101
i71�a.�1
In the event that DYNIX is unable to successfully complete the test within 60 days of delivery of the first set of
processed records to THE LIBRARY and DYNIX has not responded with a formulated plan for problem resolution
within 24 hours of notification of the end of the test period, THE LIBRARY may at it's option:
(1) stipulate time extension in which DYNIX must complete the Data Load Test and withhold all payments
associated with the test which are due or may become due until the test is passed; or
(2) set up a conference call within two (2) working days with THE LIBRARY Project Manager, the Team Leader,
and the Manager of Installation Services; or
(3) if the issue /problem is still not resolved three (3) days from the conference call in (2) above, set up a
conference call between the Vice President of Operations at DYNIX and the Director of the LIBRARY; or
(4) if the issue is not being resolved after one week from the call in (3) above, THE LIBRARY may require a visit
from DYNIX to directly address the problem; or
(5) Accept the solution as is and upon negotiating satisfactory terms, pay the appropriate invoices; or
(6) declare DYNIX in breach of contract and require DYNIX to refund all monies paid to DYNIX under this
Agreement. DYNIX shall have the right, at its expense, to remove all Equipment, Software and supplies
provided under this Agreement.
These remedies shall be THE LIBRARY's exclusive remedies in the event DYNIX is unable to pass the Data Load
Test within sixty (60) days of delivery of the first set of processed records to THE LIBRARY.
LOS GATOS PUBLIC LIBRARY - PAGE RA5
May 5, 1993
RIDER I
ADDITIONAL FUNCTIONAL CAPABILITIES
This page left blank intentionally.
LOS GATOS PUBLIC LIBRARY - PAGE R-46
May 5, 1993
MAINTENANCE AGREEMENT
1. PROVISIONS FOR MAINTENANCE SERVICES
DYNIX agrees to furnish, as specified herein, services to maintain the Equipment and Software described below
as the "System" and THE LIBRARY hereby purchases maintenance service for the System upon the terms and
conditions set forth herein.
2. TERM
This Maintenance Agreement shall commence on the effective date of this contract and shall continue for a
period of one (I) year. The Maintenance Agreement may be automatically renewed through 3 years by THE
LIBRARY by paying the appropriate maintenance fees.
3. SUBCONTRACTORS
DYNIX hereby accepts full responsibility for the obligations outlined by this Agreement. THE LIBRARY agrees
that DYNIX may sub - contract some or all of the performance of its duties provided for herein, provided that
THE LIBRARY approves of the sub - contractor.
4. DIAGNOSIS OF PROBLEMS
DYNIX shall maintain technical personnel stationed at its Provo, Utah facility for purposes of providing a
telephone customer service to report problems and discuss questions about operations. For diagnosis of
problems, DYNIX technical personnel shall be able to dial THE LIBRARY's CPU directly. DYNIX technical
staff will use its best efforts to respond to each reported problem within four hours, if DYNIX has not
responded with a formulated plan for problem resolution within 24 hours, THE LIBRARY may at it's option:
(1) set up a conference call within two (2) working days with THE LIBRARY Project Manager, the
Team Leader, and the Manager of Installation Services; or
(2) if the issue /problem is still not resolved three (3) days from the conference call in (2) above, set
up a conference call between the Vice President of Operations at DYNIX and the Director of the
LIBRARY; or
(3) if the issue is not being resolved after one week from the call in (3) above, THE LIBRARY may
require a visit from DYNIX to directly address the problem.
5. MAINTENANCE RESPONSIBILITIES
A. Maintenance on CPU Hardware
(1) Items included are detailed in Exhibit A of the Agreement.
(2) Unscheduled on -site remedial maintenance shall be performed after notification that equipment is
inoperative or malfunctioning. DYNIX shall provide THE LIBRARY with a designated point of
contact and shall make arrangements to enable maintenance personnel to receive such notification.
LOS GATOS PUBLIC LIBRARY - PAGE R-47
May 5, 1993
(3) Unscheduled on -site remedial maintenance for equipment shall be provided during the following
hours:
MON -FRI 8AM -5PM Pacific Time
THE LIBRARY may change or extend the hours of maintenance coverage upon mutual agreement
with DYNIX.
(4) Holidays excluded from unscheduled on -site remedial maintenance service include:
New Year's Day
Good Friday
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Friday after Thanksgiving Day
Christmas Eve
Christmas Day
New Year's Eve (1/2 day)
(5) All parts necessary for unscheduled on -site remedial maintenance shall be furnished at no additional
charge to THE LIBRARY, on an exchange basis. Only new parts or refurbished, like -new parts
shall be used.
(6) Charges for CPU Hardware Maintenance shall begin one year following installation.
(7) THE LIBRARY must provide DYNIX within (90) days notice of its intent to cancel all or any
portions of its CPU maintenance.
(8) Charges for UniVerse shall begin one year following installation.
B. Maintenance on Licensed Software
(1) Products covered are detailed in Exhibit B.
(2) DYNIX will provide all fixes, minor enhancements, releases, or upgrades to the Licensed Software
at no additional charge to THE LIBRARY. Such fixes, minor enhancements, releases, or upgrades
shall be provided with all appropriate documentation for successful installation and implementation.
(3) DYNIX shall provide corrections to the Licensed Software at no additional cost to THE LIBRARY
for any error, malfunction, or defect which causes the Licensed Software to fail to perform in
accordance with functional specifications contractually guaranteed by DYNIX except as provided
for in paragraph 7 below.
(4) Unscheduled Software maintenance and library consultations shall be provided during the following
hours:
MON -THU 7AM -9PM Mountain Time
FRI 7AM -6PM Mountain Time
(5) Holidays excluded from unscheduled Software maintenance service include:
New Year's Day
President's Day
LOS GATOS PUBLIC LIBRARY • PAGE R48
May 5, 1993
Easter
Memorial Day
Independence Day
Pioneer Day, July 24
Labor Day
Thanksgiving Day
Friday after Thanksgiving Day
Christmas Eve
Christmas Day
(6) DYNIX shall provide assistance for emergency problems at all other hours including weekends and
holidays. Emergency assistance is limited to work in correcting problems which prevent successful
operation of major required functions as listed in Rider H, Schedule 2 (8) Software Maior an d
Minor Outages.
(7) DYNIX shall have no obligation to provide assistance in correcting errors or problems arising in
connection with any modifications or alterations to the Licensed Software which have been made
by or on behalf of THE LIBRARY without DYNIX's express written consent.
(8) THE LIBRARY may request that DYNIX perform standard services such as maintenance or
installations of new Software releases during times outside those identified in paragraph (4) above.
The performance of regular services outside normal hours is called "discretionary services" and will
be billed at the then published rate for the time required to perform such services.
(9) Charges for maintenance on each software module shall commence ninety (90) days after THE
LIBRARY has received training on that module or, for modules without training, ninety (90) days
after installation.
C. Maintenance on Terminals and Peripheral Devices (60/40 Plan)
(1) Items covered are detailed in Exhibit C.
(2) Maintenance for terminals or peripherals may be terminated by either party on the anniversary of
the contract. Maintenance may continue for all items originally covered or either party may
discontinue maintenance for specific pieces of Equipment.
(3) If a piece of Equipment malfunctions, THE LIBRARY contacts DYNIX for a "Return Materials
Authorization Number" (RMA#). THE LIBRARY then ships the equipment, at its expense, to a
DYNIX- designated repair center. The item is repaired and returned to THE LIBRARY at DYNIX's
expense.
(4) THE LIBRARY may, at its option, request a loaner unit for the item in repair. When a unit is sent
to THE LIBRARY, THE LIBRARY may use it until THE LIBRARY's equipment is returned. The
purchase price of the unit will be invoiced to THE LIBRARY. When the loaner unit is returned
the invoice will be credited in full and an invoice for the loaner fee and freight will be issued.
(5) Equipment abused, physically or otherwise, is not covered by the maintenance contract and the full
cost of repairs will be home by THE LIBRARY.
(6) At the end of each year the total amount paid to DYNIX for maintenance is reduced by any repair
debits as per Exhibit C. DYNIX will credit THE LIBRARY with sixty (60) percent of the balance.
(7) The remaining credit may be used for any hardware, services, workshops, or training purchase from
DYNIX any time within three (3) years after the close of the maintenance year.
LOS GATOS PUBLIC LIBRARY - PAGE R49
May 5, 1993
(8) In the event that repair debits for a given year exceed the amount of maintenance paid, THE
LIBRARY shall receive no maintenance credit for the year. No additional maintenance charges
shall be assessed, nor will credits held from previous years (if any) be reduced.
(9) If maintenance on peripherals is allowed to lapse, or if THE LIBRARY wishes to cover used
equipment not previously covered, DYNIX will assess a one -time charge equal to the repair debit
before accepting the item for coverage.
(10) Maintenance charges begin one year following the successful completion of the Hardware
Functionality Test.
D. Maintenance of Terminals and Peripherals (Sparing Plan)
(I) Items covered are detailed in Exhibit D.
(2) Maintenance for terminals or peripherals may be terminated by either party on the anniversary of
the contract. Maintenance may continue for all items originally covered or either party may
discontinue maintenance for specific pieces of Equipment.
(3) DYNIX will provide Spares to be housed at THE LIBRARY. Spares remain the property of
DYNIX. DYNIX may vary the quantity as required.
(4) When a piece of Equipment owned by THE LIBRARY malfunctions, THE LIBRARY places a
Spare in operation in its place. Within one (1) day THE LIBRARY must contact DYNIX for
problem diagnosis and, if necessary, a "Return Materials Authorization Number" (RMA#). THE
LIBRARY ships the equipment, at its expense, to a DYNIX - designated location. DYNIX shall pay
return shipping to THE LIBRARY. When THE LIBRARY receives the repaired equipment back,
it must put it back into operation and return the Spare to storage within five (5) working days.
(5) If a Spare malfunctions, DYNIX will repair it or replace it at its option. The cost for all shipping
and repairs associated with malfunctioning Spares shall be borne by DYNIX.
(6) THE LIBRARY is responsible for storing the Spares and for all risk of loss.
(7) Equipment abused, physically or otherwise, is not covered by the maintenance contract and the full
cost of repairs will be home by THE LIBRARY.
(8) In the event all Spares are in use and THE LIBRARY requires additional units, DYNIX shall
express ship additional units at its expense to THE LIBRARY.
(9) DYNIX will be the sole determinant of whether THE LIBRARY has sufficient quantities of
equipment to justify sparing.
(10) Unlike the 60/40 Maintenance Plan, no credit is given for "unused maintenance."
(1I) THE LIBRARY shall not use Spares for other than substitution of malfunctioning equipment as
defined in this Section C. DYNIX reserves the right to inspect the Spares from time to time to see
that they are secure and property used.
(12) In the event DYNIX finds that THE LIBRARY is making unauthorized use of spares, it may cancel
the program and require THE LIBRARY to purchase all Spares in its possession at the published
price for comparable new equipment.
LOS GATOS PUBLIC LIBRARY - PAGE R -50
May 5, 1993
E.
(13) If maintenance on peripherals is allowed to lapse, or if THE LIBRARY wishes to cover used
equipment not previously covered, DYNIX may assess a one -time charge equal to the repair debit
before accepting the item for coverage.
(14) Maintenance charges begin one year following the successful completion of the Hardware
Functionality Test.
Telecommunications Maintenance Plan (TMP)
(1) Maintenance fees for the telecommunication equipment have been listed in Exhibit E. Figures
shown are based on annual prepayment. Ten percent (10%) will be added to the annual
maintenance price if THE LIBRARY chooses to pay quarterly.
(2) Participants in the Telecommunications Maintenance Plan must have at least three (3) sites linked
to the central site by a network. All telecommunication equipment which is eligible for
maintenance by DYNIX must be covered under the Telecommunications Maintenance Plan. Non -
maintained components included in the network may be repaired on a time - and - materials basis.
(3) THE LIBRARY shall contact DYNIX support services to report any telecommunications problems.
After diagnosing the problem, DYNIX shall supply an RMA (Return Materials Authorization)
number. No equipment may be returned to DYNIX without this number.
(4) THE LIBRARY shall ship the defective piece to the address supplied by DYNIX.
(5) DYNIX reserves the right to replace the unit with an equivalent unit when repair is impractical.
(6) DYNIX shall not be responsible for the repair or replacement of any items which have been subject
to misuse or abuse.
(7) Shipping charges to the repair site shall be borne by THE LIBRARY. Shipping charges to THE
LIBRARY shall be home by DYNIX.
(8) Loaner equipment is available for selected items. When THE LIBRARY's unit has been repaired,
it shall be shipped to THE LIBRARY and THE LIBRARY shall return the loaner unit. The loaner
fee and shipment costs are the responsibility of THE LIBRARY.
(9) THE LIBRARY may elect to rent spares from DYNIX for on -site storage. All spares remain the
property of Dynix and the rental fees shall be added to the annual maintenance price. THE
LIBRARY must commit to rent the spares from DYNIX for a minimum of three (3) years. DYNIX
may charge a penalty for early withdrawal from this portion of this agreement.
(10) If THE LIBRARY elects not to rent spares from DYNIX, any purchased network pieces listed on
the Optional Spares List which malfunction shall not be included in the Ongoing System Reliability
Test calculations.
(11) There will be no 60/40 credit.
(12) DYNIX shall adjust the maintenance fees annually to reflect the costs of maintaining THE
LIBRARY's network. Maintenance on any item may be discontinued by DYNIX on the
anniversary of the agreement. THE LIBRARY may discontinue the entire agreement on the
anniversary of the agreement and subject to the terms expressed in 9 above.
(13) All telecommunications equipment has a one (1) year warranty. Maintenance charges shall begin
one (1) year following the successful completion of the Hardware Functionality Test.
LOS GATOS PUBLIC LIBRARY - PAGE R -51
May 5, 1993
Consolidated Peripheral Maintenance (CPM)
(I) All peripherals used with the System which can be maintained by DYNIX must be covered under
a DYNIX maintenance program in order to place eligible items on CPM maintenance. Items listed
on Exhibit F can be placed on the CPM program. Items not purchased from DYNIX or are not
currently covered by a DYNIX maintenance program must be certified as operational and in good
working order by DYNIX before they can be covered under a DYNIX maintenance program.
(2) The CPM maintenance fees for the equipment THE LIBRARY has purchased are summarized on
Exhibit F. Figures shown are based on annual prepayment.
(3) For every five (5) items, or a remainder less than five (5) items, covered under CPM maintenance,
DYNIX shall repair one (1) item during the maintenance year. The total number of annual repairs
allowed is shown at the bottom of Exhibit F.
(4) If more than the allowable number of items require repair during the maintenance year, THE
LIBRARY shall include a purchase order with the equipment when it is returned to DYNIX.
Standard repair charges are shown in the repair column of Exhibit F.
(5) When a piece of equipment malfunctions, THE LIBRARY shall contact DYNIX for diagnosis. If
it is necessary to return the equipment to DYNIX, DYNIX shall issue THE LIBRARY an RMA
(Return Materials Authorization) number. This number shall be clearly identified on the package.
No equipment shall be returned without an RMA number.
(6) Substitute equipment is available to THE LIBRARY upon request without charge while equipment
is being repaired. DYNIX shall pay the shipping fees to ship the substitute equipment to THE
LIBRARY by second day air. Return shipping costs for the substitute equipment are the
responsibility of THE LIBRARY.
(7) Dynix shall return the equipment to THE LIBRARY when it has been repaired.
(8) Shipping charges to DYNIX for equipment sent in for repair shall be bome by THE LIBRARY.
Shipping for the return of the equipment to THE LIBRARY shall be borne by DYNIX.
(9) DYNIX shall not be responsible for the repair or replacement of any items which have been subject
to misuse or abuse.
(10) DYNIX reserves to right to replace the unit with an equivalent unit should repair prove impractical.
(11) There are no 60/40 credits.
(12) Maintenance maybe discontinued by either party on the anniversary of this agreement. Notification
of price changes will be included in the DYNIX U. S. Add -On Price List 90 days before the
renewal date of this agreement.
(13) All peripherals sold by DYNIX have a one (1) year warranty from the date of installation.
6. CONDITIONS OF DYNIX'S OBLIGATIONS
All maintenance services of any nature rendered by DYNIX hereunder shall he limited to the System and shall
he contingent upon THE LIBRARY's proper use of the System in the application for which the System was
intended.
LOS GATOS PUBLIC LIBRARY - PAGE R -52
May 5, 1993
7. ONGOING RELIABILITY TEST
(1) The maintenance services provided hereunder shall serve to make the System available at least ninety -eight
percent (98 %) of the time required by THE LIBRARY.
(2) The ongoing reliability test will begin upon completion of the initial test (Rider H, Schedule 2) and,
thereafter, will run for ninety (90) calendar day periods. The System is defined as all hardware and
software then covered by this Maintenance Agreement.
(3) The test shall follow the procedures set forth in Rider H, Schedule 2 under Test Methodology steps 4
through 8.
(4) In the event the total downtime for any test period exceeds the allowable two percent (2 %), a remedy of
reduced maintenance payment is available. THE LIBRARY must submit a copy of the operations log
within thirty (30) days for verification along with a request for reduced maintenance payments.
(5) The maintenance paid for the 90-day test period is the base used to obtain the amount of the remedy. This
amount is calculated as ten percent (10 %) of the base for every one percent (1 %) that the allowable
downtime is exceeded. This amount is then subtracted from the next maintenance payment. In no event
shall the reduced maintenance payment for the ninety (90) day test period be less than $0.
8. OBLIGATIONS OF THE LIBRARY
A. THE LIBRARY shall be responsible for maintaining a sufficient staff to handle normal day - today
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 THE LIBRARY's day - today operation and support for the
System.
B. THE LIBRARY shall provide DYNIX full and free access to each item of Equipment to allow DYNIX
to provide maintenance service thereon and a suitable place in which to perform such service shall be
made available to DYNIX. THE LIBRARY shall provide DYNIX all access to the System which DYNIX
believes is necessary or desirable for the performance of any unscheduled on -site remedial maintenance
services. A designated representative of THE LIBRARY shall be in the building whenever DYNIX
personnel are present.
C. THE LIBRARY shall provide suitable environmental conditions, including space, heat, light, ventilation,
cooling, electrical power, current and grounding, and the like for the System to be maintained properly
hereunder.
D. THE LIBRARY shall not perform, nor attempt to perform, or cause to be performed, maintenance or
repair to the Equipment or Licensed Software covered hereunder during the term of this Maintenance
Agreement except with the prior written or oral approval of DYNIX.
E. THE LIBRARY shall be responsible for maintaining: (1) a telephone within operational reach of the
central equipment; (2) an auto - answer, MNP -level 5 error correction, 2400 baud modem attached to a port
for the exclusive use of DYNIX; and (3) a dedicated "outside" phone line for the above modem to be used
in dial -up diagnostics and maintenance. The cost of procuring and maintaining this line in good operating
condition shall be borne by THE LIBRARY.
LOS GATOS PUBLIC LIBRARY - PAGE R -53
May 5, 1993
9. CHARGES AND PAYMENTS
A. The maintenance charges outlined on Exhibit A, B, C and D of this Maintenance Agreement are due and
payable by THE LIBRARY at the start of each maintenance period.
Maintenance charges may be pro -rated at the single annual payment rate for the first year ending on the
first anniversary of the effective date of this Maintenance Agreement or THE LIBRARY's fiscal year.
B. Charges for on -site remedial maintenance provided other than during the hours of contracted maintenance
or for other services which are not included in the monthly maintenance charges are due and payable thirty
(30) days from the date of invoice.
C. There shall be no additional maintenance charge for:
(1) Unscheduled on -site maintenance begun during the contracted hours of maintenance and extending
one hour beyond.
(2) Travel expenses or per diem expenses.
(3) Time spent by maintenance personnel after arrival at the site awaiting the arrival of additional
maintenance personnel and /or delivery of parts, tools, or other required material after a service call
has commenced.
(4) Unscheduled on -site remedial maintenance required when the scheduled preventive maintenance
preceding the malfunction has not been performed.
(5) Unless otherwise specified herein, cost of transportation, rigging and drayage whenever equipment
is shipped for remedying mechanical problems unless the replacement was due to a cause specified
as a Library responsibility.
D. The LIBRARY shall give DYNIX at least sixty (60) days written notice of intention to move the System
central site equipment (or any portion thereof covered by this Agreement) from the installation site(s) first
set forth above or any subsequent relocation site as approved by DYNIX. If the System (or any portion
thereof) is moved without the express approval of DYNIX, it shall not continue to be maintained by
DYNIX under this Agreement. This does not apply to terminals, wands, lasers, and slave printers.
LOS GATOS PUBLIC LIBRARY - PAGE R -54
May 5, 1993
EXHIBIT A
CPU HARDWARE RATES
EQUIPMENT ANNUAL CHARGE
1 Hewlett Packard Model 800 F10 Class 950
Includes:
HP PA -RISC 32MHz System Processor
HP Precision Bus w/ two single high HP -PB slots
Integrated cabinet and power supply
16 MB ECC Memory
2 x RS232 Ports
SCSI Interface / Parallel Centronics Interface
566 MB Embedded Disk drive
2 -user HP -UX License
System Console w/ Cable
2.0 GB Embedded DDS Tape Drive
LAN /9000 Thin Coax Network Interface w/ preloaded TCP /IP, ARPA, and NFS Services
I Floating Point Coprocessor
1 Increase Main Memory to 64MB
1 Delete Int. 566MB Disk
2 Add 1.OGB half- height disk
1 16 Port RS -232 MUX Card
528
2 16 -Port Term. Server
1 HP -UX 1-64 User License
1,240
40 UniVerse License (per port)
3,564
1 200cps Dot Matrix Impact Printer
2,280
1 RS -232C Interface for Printer
396
1 3 KVA UPS w/ lOmin battery backup
I UPS UNIX Interface
#
1 TAP Terminal
#
TOTAL: $8,958
# Local maintenance on the UPS to be provided by the Library.
*Covered under Sparing Plan
Maintenance charges are based on annual prepayment.
LOS GATOS PUBLIC LIBRARY - PAGE R -55
May 5, 1993
EXHIBff B
SOFTWARE MAINTENANCE RATES
MODULE
I Cataloging w/ Authority Control
I Circulation w/ Inventory
1 PAC Plus
1 Serials
I Acquisitions
I Bibliographic Interface
1 PrOcomm (Terminal Emulation for PC)
1 White Knight (Term. Em. for Mac.)
1 Report Generator
1 Electronic Mail
37 Dynix Application User License
TOTAL:
Maintenance charges are based on annual prepayment.
New releases will be delivered on 4 mm media.
ANNUAL CHARGE
800
800
1,200
1,200
1,200
400
N/C
N/C
N/C
N/C
1,665
$7,265
LOS GATOS PUBLIC LIBRARY - PAGE R -56
May 5, 1993
EXHIBIT C
60/40 PLAN
EQUIPMENT
REPAIR*
DEBIT
LOANER
UNIT
ANNUAL
CHARGE
#OF
UNITS
ANNUAL
TOTAL
Terminals
139
55
96
Wyse 30 /Dynix PAC
168
55
96
Async Modem (dial up)
215
60
48
Maintenance Modem
155
60
48
4
192
Up to 8 Channel Mux
434
200
132
8 Channel + Mux
536
250
204
Up to 8 Channel Mux
w/ Modem
560
200
216
8 Channel + Mux
w/ Modem
635
250
288
Intermec Light Pen
190
90
96
5
480
Laser Scanner
400
185
180
Panasonic Printer
120
100
72
DataProducts Printer
150
100
72
HP ThinkJet Printer
120
65
72
6
432
PC Workstation
250
--
264
Tempest Terminal
200
--
192
Touch Screen PAC Term
200
70
216
TOTAL:
-- ---- --
$1,104
*This is NOT an additional charge to THE LIBRARY for each repair. It is simply the amount deducted from the
total maintenance paid before computing THE LIBRARY's credit.
Maintenance charges are based on annual prepayment.
LOS GATOS PUBLIC LIBRARY - PAGE R -57
May 5, 1993
EXHIBIT D
SPARING PLAN
Maintenance charges are based on annual prepayment.
+ The parenthetical number of units represents the minimum number of units to be placed under maintenance.
If THE LIBRARY has fewer than the minimum, it must use the 60/40 Plan.
* Libraries with PAC, CIRC and regular Wyse terminals may specify which type(s) they wish for Spares. All
types may be combined to reach the 20 unit minimum.
** To keep the charges as low as possible, DYNIX will provide lightpens as spares for lasers
LOS GATOS PUBLIC LIBRARY - PAGE R -58
May 5, 1993
INITIAL
EQUIPMENT
SPARING # OF
LEVEL UNITS
ANNUAL
ANNUAL
CHARGE
TOTAL
Terminals*
(20)+ 27
51.00
1,377
Intermec
LightPen
(10)
60.00
HP Thinkiet
(15)
45.00
OCR Scanner
(25)
87.00
Lasers **
(7)
102.00
TOTAL:
$1,377
Maintenance charges are based on annual prepayment.
+ The parenthetical number of units represents the minimum number of units to be placed under maintenance.
If THE LIBRARY has fewer than the minimum, it must use the 60/40 Plan.
* Libraries with PAC, CIRC and regular Wyse terminals may specify which type(s) they wish for Spares. All
types may be combined to reach the 20 unit minimum.
** To keep the charges as low as possible, DYNIX will provide lightpens as spares for lasers
LOS GATOS PUBLIC LIBRARY - PAGE R -58
May 5, 1993
EXHIBIT E
TELECOMMUNICATIONS MAINTENANCE PLAN
Not applicable
LOS GATOS PUBLIC LIBRARY - PAGE R -59
May 5, 1993
EXHIBIT F
CPM MAINTENANCE
EQUIPMENT
REPAIR
CHARGE*
ANNUAL k OF ANNUAL
CHARGE
UNITS TOTAL
Wyse 50 1150, Circulation
Terminals
139
45
Wyse 30, 30 +, PAC
Terminals
168
45
Maintenance Modem
155
45
Dial -in Modems
215
45
Intermec Lightpens
190
45
Thinkjet, Panasonic,
DataProducts Printers
120
45
TOTAL:
—
$N /A
*This is NOT an additional charge to THE LIBRARY for each repair. THE LIBRARY will be billed at this rate
only if the number of repairs exceeds the number allowed during the maintenance year.
Maintenance charges are based on annual prepayment.
The total number of annual repairs which will be covered under this agreement is N /A.
LOS GATOS PUBLIC LIBRARY - PAGE R -60
May 5, 1993
TAXES
A. THE LIBRARY represents that it is exempt from the payment of taxes. Photocopies of applicable certificates
shall be provided by THE LIBRARY prior to the execution of this Agreement.
listed below. The certificate numbers are
B. THE LIBRARY represents that it is otherwise exempt from taxes as per , statute of the state of _
Photocopies of applicable statutes, or other reasonable verification, shall be provided by THE
LIBRARY prior to the execution of this Agreement.
C. THE LIBRARY represents that it is subject to taxation only as listed below. Applicable taxes shall be added
to the milestone amounts shown in Rider F. If taxation rates are amended by any taxation authority at
during the term of this agreement, DYNIX shall pass the change on to THE LIBRARY. any time
State Sales Tax 8.25 %
2• Local Sales Tax %
3. Other %
%
Certificate Numbers
LOS GATOS PUBLIC LIBRARY - PAGE R-61
May 5, 1993
RIDER L
SOURCE CODE ESCROW AGREEMENT
LOS GATOS PUBLIC LIBRARY - PAGE R-61
May 5, 1993
Rider L
DSI DEPOSIT AGREEMENT
Account Number 0425005 -OP001
This Deposit Agreement-is effective this 18th day, of July
1991 , by and between Data Securities Internationalna,
('DSI ") a Delaware corporation and
( Licensor").
Notices to Licensor should be sent to:
Licensor:
Address:
Designated
Representatives
Phones
All contracts, deposit materials and notices to DSI must be sent
to:
Data Securities International. —Inc.
Attn: Contract Administration
6165 Greenwich Drive- 0220
San Diego, CA 92122
(619) 457 -5199
WHEREAS. Licensor has or will enter into a contract(x)__ with a
person(s) or a corporation(s) Micensee(s)•) for-the use of
proprietary technology and other materials:
WHEREAS. availability of or access to certain proprietary data
related to the proprietary technology and other materials is
critical to certain Licensees in the conduct of their business,
WHEREAS. Licensor has deposited with DSI the related proprietary
data to provide for retention and controlled access for certain
Licensees under certain conditions, -
NOW THEREFORE, for good and valuable consideration. the receipt
of which is hereby acknowledged. and in consideration of the
promises, mutual covenants and conditions contained herein. the
parties hereto agree as followss
Pace 1 VHDA87 /v3
ARTICLE 1
Deoosit of Material. The Deposit consists of all material
currently supplied to DSI as specified by an accompanying
document called•a 'Description
referred to of Deposit Materials' hereinafter
lawfully Possessed Exhibit all Licensor represents that it is
ssed o! all deposit that stored under this
Agreement and has the authority to store them in accordance with
the terms thereof.
Deposit Chanoes Pursuant to this Agreement. Addenda or
incorporated herein. the Exhibits
Deposit with supplemental or replacement the
materials to
toupmaintain the
currency
change DSI deposit p
same toLicensortbyce
deposit issuing any
a signed copy of the Exhibit B(s).
Supplemental Deoosit The Sup
materials plemental Deposit will include any
added to the Deposit. Licensor will submit the
Supplemental Deposit accompanied by an Exhibit B(s).
Replacement of ex stino D ++
the complete existing Deposit. Licensor mwilliasubmitplthe
Replacement materials accompanied by an Exhibit B(s).
Deoosit inseection Upon receipt of an Exhibit B. DSI will -
visually match the listed items on the Exhibit B to the labeling
Of the _material (*Deposit Inspection"). DSI will not be
responsible for verifying the contents or for validating the
accuracy_ of Licensor "s labeling. Acceptance will occur when DSI
concludes that the Deposit Inspection is complete.
ARTICLE 2
Reolatered Licensee Licensor .'and only Licensor.. may enroll
certain Licensee(s). partici atin user ( s
Licensee(s) to this Agreement. Licensor must submit togiDSI1ea
'Participating User Licensee Registration Document'. hereinafter
referred to as an Exhibit A. for each Licensee to be Registered
under this Agreement. DSI shall issue to the Registered Licensee
a Licensee registration packet including a copy of _Exhibit A.
Participating User Agreement, to be executed by tha Registered
Licensee.
Page 2 VHDA87 /v
ARTICLE 3
establish a receptacle in which it shall DSI agrees to
shall put the receptacle under the control
Place
one or more of its
officers, selected by'DSI, whose identity shall be available to
Licensor at all times. DSI shall exercise that high level of care
in carrying out the terms of this Agreement as DSI would use to
protect items of this nature which DSI might own.
DSI understands (i) that Licensor claims that Deposit contains
information that is trade secrets of itself and (ii) that Deposit
is intended to constitute items useful to persons reasonably
skilled in computer technology for providing maintenance support
for computer software programs Licensor licensed to its Registered
Licensees, in the event that any of these Registered Licensees
becomes entitled to receive it.
DSI shall bear no obligation or responsibility whatsoever to
determine the completeness or accuracy of the Deposit or whether
what is deposited is or is not proprietary data as contemplated
herein.
ARTICLE a
Term of Agreement This Agreement will have an initial term of one
year. This Agreement may be renewed for additional one -year
periods upon receipt by DSI of the specified renewal fees prior to
the last day of the term (expiration date). In the event that the
renewal fees are not received within thirty (30) days before the
expiration date, -DSI shall so notify Licensor and all Registered
Licensees of the thirty (30) day expiration period. If the renewal
fees are not received within the subsequent thirty (30) days, DSI
may terminata this Agreement without further notice and without
liability to any other party.
W
Upon non - renewal of this Agreement, all duties and
Obligations of DSI to Licensor, and Registered Zicensee(s) will
terminate. If- Licensor requests the return of the Deposit, DSI
shall return the Deposit to Licensor only after the deposit return
fee is paid. If the deposit return fee is not received by the
anniversary date of this Agreement (termination day), DSI may
destroy the Deposit.
EX2iry of Registered Licensee, Licensor may request DSI to
terminate a Registered Licensee separate from termination of this
Deposit Agreement by notice to DS1 or by Licensors non - payment of
the annual renewal fee for -that Registered Licensee.
Page 3 DIV2 /VMDA67 /v4/ROS
ARTICLE 6
notified by a Registered Licensee of the occurrence of afrelease
condition as defined in Article 7, and includes at that time the
filing for release fee DSI shall so notify Licensor at the last
known address by certified mail with a copy of the notice from the
Registered Licensee. If Licensor provides contrary instruction, as
defined in this Article within fifteen (15) working days of the
mailing of the notice to Licensor, DSI shall not deliver a copy of
the Deposit to the Registered Licensee who is filing for the
release of the Deposit.
Contrary instruction for the purpose of this article means, the
filing of an affidavit or declaration with DSI by an officer of
Licensor stating that a Release Condition has not occurred, or has
been cured. DSI will send a copy of the affidavit or declaration
by certified mail to the Registered Licensee who is filing for the
release of the Deposit materials. Upon receipt of contrary
instruction, DSI shall not deliver a copy of the Deposit and shall
continue -to store the Deposit until otherwise directed by
Registered Licensee and Licensor jointly, or -until resolution of
the dispute by a court of competent jurisdiction.
In the event that DSI does not receive contrary instruction DSI is
authorized to release a copy of the entire Deposit to the
Registered Licensee requesting the release. Release processing
fees will be paid by the Registered Licensee. DSI may duplicate
the Deposit only as necessary to preserve and safely store the
Deposit, and to provide copies thereof, as authorized herein, to
Registered Licensee.
ARTICLE 7
Licensor's failure, without cause on the Registered Licensee's
part, to furnish the Registered Licensee with maintenance support
to the extent provided for in the applicable maintenance
agreement with Licensor.
Page 4 DIv2 /VMDA87 /v4 /BOS
ARTICLE 8
Non - Disclosure." Except as provided in
that it shall not divulge, disclose.
parties, nor make any use whatsoe
information provided to it by Licensor
Agreement or Exhibits, without the
Licensor.
ARTICLE 9
-this Agreement. DSI agrees
make available to third
rer of the Deposit, or any
in connection with this
express written consent of-
Indemnification. Licensor agrees to defend and indemnify DSI and
hold DSI harmless from and against any and all elaima. actions
and suits. and from and against any and all liabilities, losses,
damages, coats, charges, penalties, counsel fees, and other
expenses of any nature (including, without limitation, settlement
costs) Incurred by DSI on account of any act or omission of DSI
in respect to or with regard to this Agreement except as
specified in Articles 3 and 8 herein.
ARTICLE le
Au_ die �Richryr - DSI agrees
activities undertaken and
Agreement. Licensor will be
normal business hours and
the term of this Agreement t
respect to this Agreement.
to keep written records of the
materials prepared pursuant to this
entitled at reasonable times during
upon reasonable notice to DSI during
D inspect the records of DSI with
Licensor will be entitled, upon reasonable notice to DSI and
during normal business hours. at the facilities designated by
DSI. accompanied by a designated employee of DSI, to inspect the
physical status and condition of the Deposit: The status of the
Deposit may not be changed by Licensor during the audit.
ARTICLE 11
Designated Rea
resentative.
Licensor agrees
to designate
one
individual to
receive notices from DSI and
to act on behalf
of
Licensor with
respect to the
performance of its
obligations
as
set forth in
this Agreement
and to notify DSI
immediately in
the
event of any
change from
one designated
representative
to
another.
Pace 5 VHDA87 /-.
ARTICLE 12
General. DSI may act in reliance upon any instruction,
instrument, or.. signature believed to be genuine and may assume
that any person giving any written notice, request. advice or
instruction 1n connection with or relating to this Agreement has
been duly authorized to do so.
This Agreement will be governed by, and construed in accordance
With the laws of the Commonwealth of Massachusetts.
This Agreement, including the Exhibits and Addenda hereto
the
ssubject matternthereof. and etweeS' the
previous
communications. representations, understandings, and agreements
either oral or written, between the parties.
If any provision of this Agreement is held by any court to be
Invalid or unenforceable, that provision will be severed from
Ehis Agreement and the remaining provisions will continue ed full
force.
ARTICLE 13
roes- All service fees will be due in full at the time of the
request for service. Renewal fees will be due in full upon the
receipt of invoice unless otherwise specified by the invoice.
ose
For the purp of annual renewal fees the effective date of this
Agreement will be the anniversary date. Fees for this Deposit
Agreement will be paid within sixty (60) days of execution of
this Agreement or this Agreement will be automatically
terminated. Fees for other service requests must be paid within
sixty (60) days or such service
terminated. will be automatically
All service fees and annual renewal fees will be those specified
in DSI's schedule of fees in effect at the time of renewal, or
request for service, except as otherwise agreed. For any
increase in DSI's - standard -fees. DSI shall notify Licensor at
least ninety (90) days prior to any renewal of this Agreement.
For any service not listed on the schedule of fees. DSI shall
provide a quote prior to rendering such service.
Page 6 — VMDAV/v;
PARTICIPAI —NG USER LICENSEE REGIaTRP -ON DOCUHENT
ESTABLISHING A REGISTRATION ACCOUNT
TO THE
DSI DEPOSIT AGREEMENT
ACCOUNT NUMBER Oq D05_np001 niDAn��
1, DYNIX (Licensor) has established a Deposit
Agreement with Data Securities International. Inc. (DSI).
2. Licensor hereby enrolls the following as a Registered
Licensee to that Deposit of Proprietary Data described in the
Description of Deposit Materials (Exhibit B) to that Deposit
Agreements
Company Name,
Address:
Contact
Phone:
Name.:
3. Lleensor grants to DSI the irrevocable right to copy reproduce at such time and in such manner as DSI in its sole discretion determines. the Deposit as DSI may
future have in its possession. D now or in the
SI .shall exercise this right
only in •Lurtherance..of the De•posit•Agreement between Licensor and
DSI.- Registered .Licensee may be licensed only to certain
specified proprietary .data identified by specific Exhibit B's.
Upon receipt of a release request Licensor and/or licensee will
provide DSI with specificity to 'the copy of the Exhibit B
materials to be-released. _
4. Licensor, by amendment, hereby incorporates into that Deposit
Agreement this Exhibit A,- --
Dates
Date
All correspondence and Deposits concerning this account should be
sent to$
Data Securities International. Inc.
Attni Contract Administration
6165 Greenwich Drive, Suite 220
San Diego, CA 92122
(619) 457 -5199
Page 1 VHA87(3) /v3
RIDER M
OPERATING SYSTEM LICENSE
LOS GATOS PUBLIC LIBRARY - PAGE R-63
May 5, 1993
RIDER M
LICENSE FEE DESIGNATED SYSTEM
As listed in Rider B HP Model 800 F10
UNIVERSE SOFTWARE AGREEMENT
This Agreement is entered into by and between _Dynix, Inc. (the
DISTRIBUTOR) located at 151 East 1700 South Provo Utah 84606
and Los Gatos Public Library (The LICENSEE) located at 110 E. Main
Street, Los Gatos, CA 95032. The DISTRIBUTOR agrees to license
certain software (UNIVERSE SOFTWARE) provided by VMARK Software,
Inc. (the SUPPLIER) to LICENSEE for the internal use of LICENSEE.
The LICENSEE agrees to be bound by the terms of the sublicense
herein granted.
SUB - LICENSE OF OPERATING SYSTEM
1. DISTRIBUTOR hereby grants LICENSEE a personal non - exclusive,
non - transferrable license to use and to copy in machine
readable form the UNIVERSE SOFTWARE provided by DISTRIBUTOR on
a single identified Central Processing Unit (CPU) solely for
LICENSEE's own use for its internal data processing operating
on equipment purchased from or approved in writing by DISTRIB-
UTOR. "UNIVERSE SOFTWARE" as used herein means system
software, utility programs, routines, related documentation
and media. If the designated CPU becomes temporarily inopera-
tive, LICENSEE may use the Software on a back -up CPU until
operable status is restored.
LICENSEE'S OBLIGATIONS
LICENSEE shall:
(a) pay the DISTRIBUTOR the license fee set forth herein:
(b) agree that title to all rights and interest in UNIVERSE
SOFTWARE, wherever resident and in whatever media
(except only the right to use pursuant to the license
herein granted) remains with DISTRIBUTOR's SUPPLIER;
(c) install within six months of issuance and the notifica-
tion by DISTRIBUTOR of its availability the latest
releases of the UNIVERSE SOFTWARE which is offered by
DISTRIBUTOR;
(d) not make any copies of any UNIVERSE SOFTWARE except as
necessary in connection with the rights granted hereun-
der, and shall reproduce and include any copyright and
proprietary notice included on the original copy on all
such copies of the UNIVERSE SOFTWARE and mark all media
containing such copies with a warning that such UNIVERSE
SOFTWARE is subject to restrictions contained in a
license between DISTRIBUTOR and its suppliers and that
such UNIVERSE SOFTWARE is the property of the SUPPLIER;
(e) not export or transmit UNIVERSE SOFTWARE to any country
foreign to the United States;
(f) not reverse compile or disassemble the UNIVERSE SOFT-
WARE;
(g) take appropriate action, by instruction, agreement or
otherwise regarding all persons permitted access to the
UNIVERSE SOFTWARE so as to enable LICENSEE to satisfy
its obligations under this license;
(h) treat the UNIVERSE SOFTWARE as confidential information
which is proprietary to DISTRIBUTOR's SUPPLIER by not
making any part thereof available to others;
(i) shall use the UNIVERSE SOFTWARE only on the designated
system;
(j) shall promptly return to DISTRIBUTOR the UNIVERSE SOFT-
WARE and all materials associated with the UNIVERSE
SOFTWARE upon termination of this License. This License
will terminate upon LICENSEE's surrender of the UNIVERSE
SOFTWARE and all materials associated therewith or upon
DISTRIBUTOR's giving LICENSEE written notice of
LICENSEE's violation of one or more of the conditions of
this license;
3. LIMITATION OF LIABILITY
Distributor OR ITS Supplier SHALL IN NO EVENT BE LIABLE TO
Licensee OR TO ANY OTHER ENTITY WHICH OBTAINS FROM Licensee OR
USES THE UNIVERSE SOFTWARE SUPPLIED UNDER THIS AGREEMENT FOR
ANY CLAIM FOR INDIRECT, SPECIAL, RELIANCE, INCIDENTAL OR
CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES ARISING OUT OF THIS
AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM OR THE USE OR
PERFORMANCE OF THE UNIVERSE SOFTWARE, WHETHER IN AN ACTION
BASED ON BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF
CONTRACT, DELAY, NEGLIGENCE (ACTIVE OR PASSIVE), STRICT TORT
LIABILITY OR OTHERWISE. Distributor OR ITS Supplier'S ENTIRE
LIABILITY FOR ANY CLAIM ARISING FROM ANY CAUSE WHATSOEVER,
EXCEPTING PERSONAL INJURY AND INFRINGEMENT, (WHETHER FOR
UNIVERSE SOFTWARE DELIVERED OR NOT DELIVERED, INCLUDING BUT
NOT LIMITED TO THE MANUFACTURE, SALE, DELIVERY, RESALE,
REPAIR, IN OR OUT OF WARRANTY, USE OR ANY INABILITY TO USE THE
UNIVERSE SOFTWARE, SEPARATELY OR IN COMBINATION WITH ANY OTHER
GOODS OR EQUIPMENT) SHALL IN NO EVENT EXCEED THE LOWER OF THE
REPAIR OR REPLACEMENT COST OR PURCHASE PRICE OF THE UNIVERSE
SOFTWARE WHICH DIRECTLY GIVES RISE TO THE CLAIM. IF UNIVERSE
SOFTWARE IS NOT INVOLVED, SUCH ENTIRE LIABILITY SHALL NOT
EXCEED $100,000 PER INCIDENT. NO ACTION OR PROCEEDING AGAINST
Distributor OR ITS Supplier MAY BE COMMENCED MORE THAN TWO
YEARS AFTER THE UNIVERSE SOFTWARE IS SHIPPED OR THE CAUSE OF
ACTION OTHERWISE ARISES. THIS CLAUSE SHALL SURVIVE THE
FAILURE OF ANY EXCLUSIVE REMEDY.
4. INFRINGEMENT
4.1 DISTRIBUTOR or its SUPPLIER shall defend any claim, suit
or proceeding brought against LICENSEE so far as it is
based on a claim that the use or transfer of the UNI-
VERSE SOFTWARE and related material delivered hereunder
constitutes an infringement of a United States patent or
copyright or trade secret, so long as DISTRIBUTOR or its
SUPPLIER is notified promptly in writing by LICENSEE as
to any such action and is given full authority, informa-
tion and assistance (at DISTRIBUTOR or its SUPPLIER's
expense) for the defense of any such claim or proceed-
ing. DISTRIBUTOR or its SUPPLIER shall pay all damages
and costs awarded therein against LICENSEE but shall not
be responsible for any compromise made without its
consent. In the event of a final judgment which prohib-
its LICENSEE's continued use of the UNIVERSE SOFTWARE by
reason of infringement of a United States Patent or
copyright, or if at any time DISTRIBUTOR or its SUPPLIER
is of the opinion that the UNIVERSE SOFTWARE is likely
to become the cause of an action for infringement of a
United States patent or copyright, DISTRIBUTOR or its
SUPPLIER shall, at its sole option and at its expense,
either obtain the rights to continued use of UNIVERSE
SOFTWARE, replace or modify UNIVERSE SOFTWARE so that it
is no longer infringing.
4.2 LICENSEE shall indemnify and hold harmless DISTRIBUTOR
or its SUPPLIER from any loss, cost, or expense suffered
or incurred in connection with any claim, suit or
proceeding brought against DISTRIBUTOR or its SUPPLIER
so far as it is based on a claim that the UNIVERSE
SOFTWARE modified, altered or combined by LICENSEE with
any equipment, device or software not supplied by
DISTRIBUTOR or its SUPPLIER hereunder constitutes such
an infringement because of such modification, alteration
or combination.
5. WARRANTY
5.1 DISTRIBUTOR or its SUPPLIER warrants that the UNIVERSE
SOFTWARE, when shipped will conform to its then current
published specification for UNIVERSE SOFTWARE on comput-
er systems set forth in said specifications. In the
event that the UNIVERSE SOFTWARE does not so conform and
LICENSEE notifies DISTRIBUTOR or its SUPPLIER in writing
within ninety (90) days from the date of shipment, then
DISTRIBUTOR or its SUPPLIER shall at its option, either
correct the defect or replace the UNIVERSE SOFTWARE with
a conforming copy.
5.2 EXCEPT FOR THE WARRANTIES SET FORTH HEREIN IN THIS
PARAGRAPH 5.1 ABOVE, Distributor OR ITS Supplier DIS-
CLAIMS ALL WARRANTIES WITH REGARD TO THE UNIVERSE
SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANT-
ABILITY AND FITNESS FOR A PARTICULAR PURPOSE; and the
stated express written warranties are in lieu of all
obligations or liabilities on the part of DISTRIBUTOR or
its SUPPLIER for damages, including but not limited to
special, indirect or consequential damages arising out
of or in connection with the use or performance thereof.
LICENSEE agrees that the sublicense Agreement may be enforced
directly by VMARK Software, Inc.
IN WITNESS WHEREOF, THE PARTIES HEREUNTO EXECUTED THIS AGREEMENT:
DISTRIBUTOR:
BY:
LICENSEE:
BY:
TITLE: Vice President TITLE:
DATE: DATE:
RIDER N
CLARIFICATIONS
LOS GATOS PUBLIC LIBRARY - PAGE R -64
May 3, 1993
RLA PROPOSAL
LOS GATOS PUBLIC LIBRARY - PAGE R -65
May 3, 1993
11
OPTIONS
THE LIBRARY has the option and further anticipates acquiring:
100 In �%IVNAIYAII -9
SOFTWARE /SERVICE OPTIONS
PRICE
MAINT.
1 CPU Gateway #
N/C
500
1 PC Back -up (2 terminals)
N/C
408
1 Acquisitions /B1SAC Interface
4,000
400
1 Journal Citation Index Load (per index)
2,000
N/A
ENS OPTION
1 Electronic Notification System - Single Line 5,000
1 Wyse 486sx/25 MHz VGA Mono PC Workstation 2,471
1 Panasonic Narrow Cartridge Printer (Serial) 432
1 Dynix Application User License 450
1 UniVerse License (per port) 475
TOTAL: $8,828
Discount: 1,000
GRAND TOTAL: $7,828
# Not currently in general release
900
331
72
45
57
$2,313
$2,313
LOS GATOS PUBLIC LIBRARY - PAGE R-66
May 5, 1993