HomeMy WebLinkAbout94- Purchase Agreement between Dynix, Inc. and Bozeman Public Library
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PURCHASE AGREEMENT BETWEEN DYNIX, INC.
AND
BOZEMAN PUBLIC LIBRARY, A DIVISION OF
THE CITY OF BOZEMAN
October 10, 1994
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T ABLE OF CONTENTS
Section Page
I. FURNISHING OF EQUIPMENT AND SOFTWARE . . . . . . . . . . . . . . . . . . . , . . . . . . . . . I
2. CONTRACT DOCUMENTS ................................,.,......... I
3. DEFINITION OF TERMS , . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. SITE PREPARATION ..........................,.........,........... 2
5. TRANSPORTATION AND INSTALLATION OF EQUIPMENT. . . . . . . . . . , , . . . . . . . . . . 2
6. RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. DATA LOADING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . 3
8. WARRANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
9. PAYMENT SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
10. TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
11. TITLE .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
12. TRAINING . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . 4
13. DOCUMENTATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
14. SOFTW ARE LICENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
15. PATENT AND COPYRIGHT PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . , . 7
16. INDEMNIFICATION AND LIMITATION OF LIABILITY . . . . . . . . . . . . . , . . . . . . . . . . . 7
17. INSURANCE . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . 8
18. SYSTEM MODIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
19. SYSTEM EXPANSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
20. MAINTENANCE UNDER WARRANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
21. LIBRARY RESPONSIBILITIES .......................................... 10
22. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . , . . . . . . . . . . . . . . . . 10
23. NO WAIVER ' . . . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
24. NOTICES, . . . . . . . . . . . , . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . 10
25. PUBLICITY . . . . . . , . . . . . , . . . . . . . . . . . . . . . . . . . . . , , . . . . . . . . . . . . . . . . .. 10
26. SEVERABILITY . ' , . . , . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . , . . 10
27. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
28. NONDISCRIMINA nON . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11
29. AGREEMENT EXTENSION AND MODIFICATION CLAUSE ........,............. 11
30. NON-COLLUSION COVENANT ......................................... 11
31. HEADINGS NOT CONTROLLING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
32. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11
RIDERS
A Equipment List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. R-I
B Software List .........,.......................................... R-2
C DYNIX Serviees and Supplies. . . , . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . .. R-3
D Price Summary . . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. R-7
E Payment Schedule and Contract Milestones . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . .. R-8
F Performance Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . . .. R-9
G Warranty and Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . ' . . . . . . . . . . . . . . . . R~12
H Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R-16
I Source Code Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R-17
J Operating System License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R-18
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Each of these documents is incorporated herein by this reference as if set forth in full, and shall constitute
a part of this Agreement.
The failure of this Agreement to include referenee to any matter contained in any other contract document
shall not be deemed to constitute a conflict.
3. DEFINITION OF TERMS
A. Equipment: The items listed on Rider A hereto.
B. System: The total eomplement of Equipment and Software furnished under this Agreement and
maintained by DYNIX whieh are acquired to operate as an integrated group.
C. Licensed Software (or "Software"): Each software produet listed in Rider B, including
machine-readable object eode (not souree eode) for sueh product, any user documentation for sueh
product, and any other related materials whieh are furnished to THE LIBRARY by DYNIX for use
in connection with such produet.
D. Use: To cause the computer system as designated in Rider A to execute any machine~readable portion
of the Software or to make use of any documentation or related materials in connection with the
execution of any machine-readable portion of the Software.
4. SITE PREPARATION
DYNIX will provide site specifications for all Equipment set forth in Rider A.
S. TRANSPORT A TION AND INST ALLA TION OF EQUIPMENT
A. TRANSPORTATION
1. Upon written notification by THE LIBRARY that the site(s) have been or shall, by a specified
date, be prepared for installation. DYNIX shall 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 eamer.
3. Equipment shall be preserved, paeked and marked in aceordance with standard shipping
practices.
B. INSTALLATION
DYNIX shall furnish all necessary labor, materials, and other services listed on Rider C, Schedule 3
required to accomplish installation at the sites specified in Rider C, Schedule 3. 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.
BOZEMAN PUBLIC LIBRARY - PAGE 2
October 10, 1994
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9. PA YMENT SCHEDULE
A. Payment is due upon invoice for successful completion of contract milestones. Payment is calculated
as a percentage of the total of the system price as listed in Rider D. Payment percentages and
corresponding milestones are detailed in Rider E.
B. Invoices shall be submitted to THE LIBRARY at the address contained in the first paragraph of this
Agreement.
10. TAXATION
THE LIBRARY represents that it is subject to taxation only as set forth in Rider H. THE LIBRARY agrees
to indemnify DYNIX for all taxes whieh DYNIX may be required to pay which DYNIX would normally
be required to eollect and pay which do not appear in Rider H or have not been paid by THE LIBRARY,
together with any legal fees. penalties. interest and/or other charges whieh may be incurred by DYNIX in
relation to the assessment and payment of taxes not listed in Rider H.
11. TITLE
Title to the Equipment shall pass from DYNIX to THE LIBRARY upon delivery.
12. TRAINING
DYNIX will provide training sessions on the operation and use of the System for THE LIBRARY's
personnel as set forth in Rider C, 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.
13. DOCUMENT A TION
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.
B. Appropriate user documentation for all peripherals supplied by DYNIX, including at least one copy
per site of each of the manuals for eaeh type of equipment installed at that site, to arrive with the
peripherals.
C. One set of documentation for the computer that describes such activities as system boots, file saves,
tape loading, and proper handling of the hardware. Said documentation will arrive with the CPU.
THE LIBRARY may photocopy or otherwise reproduce DYNIX eopyrighted documentation and training
materials for training or other internal uses provided that DYNIX's statement of copyright be included on
each copy.
BOZEMAN PUBLIC LIBRARY - PAGE 4
October 10, 1994
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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 Lieensed Software and the configuration of the Equipment shall be deemed
to be the trade secrets of DYNIX. THE LIBRARY shall not reverse assemble, reverse compile or
translate any portion of the Licensed Software.
G. PROTECTION OF PROPRIETARY INFORMATION
THE LIBRARY recognizes and agrees that all Software and updates of Licensed Software which are
provided to THE LIBRARY:
1. are considered by DYNIX to be trade secrets of DYNIX;
2. are furnished by DYNIX to THE LIBRARY in confidence; and
3. 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 sueh Licensed Software and updates and enhaneements 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 eonsistent with general accepted standards in the
library automation industry to safeguard the eonfidentiality of sueh information. No portion of any
update or enhancement to the Lieensed Software may be disclosed, furnished, transferred or otherwise
made available by THE LIBRARY to any person exeept to those of its employees who need to use
such information in aceordance with this Software Lieense. THE LIBRARY agrees to take appropriate
aetion by instruetion, agreement and otherwise with its employees to inform them of the trade secret,
proprietary, and confidential nature of the Lieensed Software and the updates and enhaneements
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 Lieensed Software have been deposited with Data
Securities Intemational, Inc., of San Diego, California, under a Deposit Agreement ("Escrow
Agreement") as set forth in Rider I. 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 notiee 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 maintenanee according to the terms of the Eserow
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, com, 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 COD I.
BOZEMAN PUBLIC LIBRARY - PAGE 6
October 10, 1994
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NOTWITHST ANDING ANY OTHER PROVISION OF TffiS 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 LffiRARY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST
REVENUE OR FAn.URE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR INCURRED IN
CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF WORK UNDER TffiS
AGREEMENT AND ANY AMENDMENTS THERETO, OR THE PROVISION, USE OR
OPERATION OF THE SYSTEM OR SERVICES PROVIDED OR SOLD HEREUNDER,
REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE
FORESEEABLE;
NOTWITHST ANDING THE ABOVE INDEMNIFICATION AND LIMIT A TION OF LIABn.ITY .
CLAUSE, DYNIX IS NOT RELIEVED OF ANY LIABn.ITY DUE TO NEGLIGENT
INST ALLA TION OR OTHER NEGLIGENT ACTS.
THIS SECTION 16 SHALL SURVIVE FAll..URE OF ANY EXCLUSIVE REMEDY.
17. INSURANCE
During the performance of this Agreement, DYNIX will maintain in full force and effect the following
insuranee coverage:
A. Worker's Compensation
Full Worker's Compensation in full compliance with applicable state statutes.
B. General Liability Insurance
DYNIX shall provide sufficiently broad coverage to include:
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 Montana.
DYNIX will have a Certificate of Insuranee 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 eompany or the insured shall occur during the term of this contract,
without thirty (30) days written notiee to THE LIBRARY prior to the effective date of such
cancellation or ehange in coverage.
18. SYSTEM MODIFICATION
A. LIBRAR Y 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
BOZEMAN PUBLIC LffiRARY ~ PAGE 8
October 10, 1994
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21. LmRARY RESPONSmILITIES
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 eomplete implementation of
the System. Once the system has been installed, THE LIBRARY will manage and operate the System.
22. ASSIGNMENT
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 perfonnanee 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.
23. 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 eondition of this Agreement.
24. 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.
25. 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 sueh material without the prior written consent of THE LIBRARY.
26. 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.
27. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Montana. In the event of any dispute arising
between parties. the parties may seek arbitration upon written demand. according to the rules of the
American Arbitration Association in effect and the provision of the Uniform Arbitration Act 27~5.1I
Montana Code Annotated, unless the parties agree otherwise. For all litigation, arbitration or mediation.
venue shall be the 18th Judicial Distriet, Gallatin County, Montana.
BOZEMAN PUBLIC LIBRARY. PAGE 10
October 10, 1994
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IN WITNESS WHEREOF, the parties have eaused this Agreement, whieh 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 tirst mentioned above.
v.121~~ ~. DYNIX)!;." ", t'/~
By: . /:LDI'L., I <
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cJttjyfu- -. v4-lt1/VJ--r- Its: Viee President
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Date:
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WITNESSES: BOZEMAN PUBLIC LIBRARY, A DIVISION OF
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Its: City Manager
Date: October 17. 1994
BOZEMAN PUBLIC LIBRARY. PAGE 12
October 10, 1994
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RIDER B
SOFTW ARE
QTY MODULE
SOFTW ARE
Cataloging
Authority Control
Bibliographie Interface
Circulation w/Inventory Feature
PAC Plus
Saved Bibliography Manager
Best Seller Lists
Dial PAC for dial-up access
American Heritage Electronic Dictionary
ProCite Software and Interface
Community Resources
Information & Referral File
Events Calendar
Question and Answer Box
Fugitive Facts
Local Newspaper Indexing
Report Generator
Electronic Mail
OPTIONS
I Kid's Catalog 1-9 Stations*#
# Not in general release
*Does not include required PC or Maeintosh hardware
BOZEMAN PUBLIC LIDRARY - PAGE R-2
October 10, 1994
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RIDER C
Schedule 2
TRAINING SERVICES DETAIL
Trip!
TOPIC # DAYS Location
Orientation, Parameter Review, System Administration
and Trouble Shooting, Catalog Maintenanee and 2.5 DYNIX'"
Circulation
On-line Assurance! Additional Training 1.5 1
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4.0
'" Airfare, transportation to and from the Salt Lake City airport, transportation to and from DYNIX, hotel
aceommodations and meals (as hosted by DYNIX) will be paid by DYNIX for two people. Upon prior
notification to DYNIX, THE LIBRARY may send up to two (2) additional people to the training session.
All expenses and arrangements for travel, hotels and meals will be bome by THE LIBRARY for the
additional people.
BOZEMAN PUBLIC LIBRARY - PAGE R-4
October 10, 1994
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RIDER C
Schedule 4
DATA LOAD SERVICES DETAIL
DESCRIPTION
THE LIBRARY should consult with the DYNIX install team to determine the tape format before ordering
bibliographic or authority tapes from a third party vendor.
Database Preparation:
Bibliographic Records:
Load deduped tapes (from a single source) ereating one bibliographic record for each MARC record on the
tapes. ,
Authority Records:
- DYNIX shall create authority files for THE LIBRARY based on data in the System after the bibliographic
records are loaded.
Item Records:
- Item records will be created for individual items based on data in the bibliographic records according to
definitions provided by THE LIBRARY. DYNIX will automatically assign collection codes, item loan types,
librarylbranch designations to each item based on information supplied by THE LIBRARY.
Patron Records:
- No patron data load.
LCSH Authority Tape Load: (N/C)
- DYNIX shall establish a loading profile in the Cataloging account through which THE LIBRARY can load
MARC subject authority records from a tape which is lent to THE LIBRARY by DYNIX. THE LIBRARY
may choose to load only those authority records which mateh existing headings on its system or it may load
all records contained on the tape. DYNIX disk sizing warranties extend only to those MARC authority
record., which match an existing bibliographic record heading on the system,
Other Available Options:
Custom Label Preparation: (if purchased) ($2,000)
- DYNIX will load the data base for the creation of custom ("smart") item bareode labels. DYNIX will assign
a valid barcode number to each record in the holdings file. The holdings file will be sorted by Library (braneh)
by collection in shelf list order and a tape produced eontaining the barcode number and essential bibliographic
and item detail to permit matching with the materials in THE LIBRARY.
Patron Records: (if purehased) ($1,050)
DYNIX will provide PC MSDOS software to allow THE LIBRARY to begin registering and building a patron
data file before the main system is installed. THE LIBRARY may make multiple eopies of this software and
use it as it wishes within THE LIBRARY. THE LIBRARY will provide DYNIX with floppy disks of the
patrons loaded. DYNIX will transfer these records to the computer listed in Rider A, reformat, index and
make them ready for use by the DYNIX Cireulation module.
BOZEMAN PUBLIC LIBRARY - PAGE R~
October 10, 1994
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RIDER E
PAYMENT SCHEDULE AND CONTRACT MILESTONES
EVENT % PAYMENT AMOUNT
Contract Signing 50 % 51,366
Hardware Installation 40 % 41,093
Orientation 10 % 10,273
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TOTAL: 100 % $102,732
BOZEMAN PUBLIC LIBRARY - PAGE R-8
October 10, 1994
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Table F-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 F-4.
# of Transactions
Annual N ormal/Hr Peak/Hr
Cireulation 415,000 138 415
Updates -Patron 10,000 3 10
Updates -Bib 7,400 2 7
Updates ~Holdings 7,800 3 8
Annual Serials 2,250 1 2
Table F-4: Response Time Table
NORMAL LOAD PEAK. LOAD
Average A vera~
Tvoe of Transaction Response in seconds Response in econds
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
Keb lookup <2 3
(hi #, bareode, etc.)
Indirect 2 4
(LCCN, ISBN, OCLC, etc.)
Authority t6pe searehes 3 5
(author, su ~ect, call #, etc.)
Ker,word/Boolean 5 8
(tit e, etc.)
BOZEMAN PUBLIC LIBRARY ~ PAGE R-10
October 10, 1994
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(13) The Response Time Test shall be successful if (1) the stated transaction throughput is aehieved; (2) all
transaetions complete (i.e.--no hung terminals); and (3) the "normal" and "peak" response time averages
for eaeh funetion do not exceed those stated in Table F-4 Response Time Table for the appropriate load
levels.
(14) DYNIX shall hear its own expenses for the performanee of a warrantee Response Time Test if the test
is unsueeessful. In the event THE LIBRARY requests a Response Time Test and the test passes, THE
LIBRARY shall pay DYNIX's expenses.
'" Eaeh search shall eonsist 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 occuring words in the file.
Any and all "stop words" will be included in the top one percent.
BOZEMAN PUBLIC LIBRARY - PAGE R-12
October to, 1994
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8. During the warranty period DYNIX will provide all fixes, minor enhancements, releases, or upgrades to the
Lieensed Software at no additional charge to THE LIBRARY. Sueh fixes, minor enhancements, releases,
or upgrades shall be provided with all appropriate documentation for successful installation and
implementation.
9. During the warranty period DYNIX shall provide corrections to the Licensed Software at no additional cost
to THE LIBRARY for any error, malfunction, or defect which eauses the Licensed Software to fail to
perform in accordance with functional specifieations eontractually guaranteed by DYNIX except as provided
for in paragraph 10 below.
10. DYNIX shall have no obligation to provide assistance in correcting errors or problems arising in connection
with any modifications or alterations to the Lieensed Software which have been made by or on behalf of THE
LIBRARY without DYNIX's express written consent.
11. THE LIBRARY may request that DYNIX perform standard serviees such as maintenanee or installations of
new Software releases during times outside those identified in paragraph 3 above. The performance of
regular services outside normal hours is called "diseretionary services" and will be billed at the then
published rate for the time required to perform such serviees.
12. Prior to the end of the warranty period for the products named in this Agreement DYNIX shall submit
maintenanee options and priees to THE LIBRARY. Current prices for the central site hardware are shown
on Exhibit A. Current Software maintenance rates are shown on Exhibit B. Peripheral maintenanee plans
are discussed in the Description of Dynix Services.
BOZEMAN PUBLIC LIBRARY - PAGE R.14
October 10, 1994
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EXHIBIT B
CURRENT SOFTWARE MAINTENANCE RATES
MODULE ANNUAL CHARGE
Cataloging
Authority Control
Bibliographic Interfaee
Circulation w/lnventory Feature
PAC Plus
Saved Bibliography Manager .
Best Seller Lists
Dial PAC for dial-up access
American Heritage Electronie Dictionary
ProCite Software and Interface
Community Resources
Information & Referral File
Events Calendar
Question and Answer Box
Fugitive Facts
Local Newspaper Indexing
Report Generator
Electronie Mail
Kid's Catalog (1 Station)
TOTAL $3,411
Maintenance charges are based on annual prepayment.
BOZEMAN PUBLIC LffiRARY - PAGE R-16
October 10, 1994
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RIDER I
SOURCE CODE ESCROW AGREEMENT
BOZEMAN PUBLIC LIBRARY - PAGE R-18
October 10, 1994
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, , ARTICI.J: 1 . ,\.~
D.~os1~ of M.~.r1.1. 'he Depo.i~ con.is~s of all .a~erial
currently .upplied ~o DSI a. .pecified by an accompanyin;
docu.en~ called.,a .Descrip~ion of Depos1~ Katerial.- hereinaf~er
referred ~o a. Exh1bi~ BCI). Licensor repre.eD~' ~ha~ i~ 1.
lawfully possessed of all depo.i~ .a~.rial. a~ored under ~hi.
A9reemen~ and has ~he authority to store the. in accordance with
the ~er.' ~hereot.
De~os1~ eh.n~e.. Pursuant to this Agreement. Addenda or Exhib1~s
incorporated herein. ~he Licensor ha. the ~p~1on ~o upda~. ~h.
Deposit wi~h supple..ntal or replace.ent .aterials ~o .ainta1n
~he currency of the d.posi~ ..~eti.ls. Upon acc,p~.nc. of any
depos1~ chan,. DII Iba~l acknowl.d;e sa.e to Lic.nlor by i..uin,
a lilned copy of the Exhibit ICI).
Su~~le..ntal De~o.it. Th. Suppl...ntal D.po.it vl11 lnclud. any
.a~'r1als added to tb. Depolit. Licenlor will lubmi~ the
Supple..ntal Deposlt acco.pani.d by an Exhibit IC.).
-..
Reel.cement of existina DeDos1~. . Replac...nt .at.rials replace
the compl.t. .xiating D,polit. Lic.n.or 'vlll submit the
R.plac...nt mat.rials .cco.p.n~ed by aD EZhlblt IC'),
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DaDo.it In.Dection. Upon r.c.lpt o~ an Exhlblt .. OII w111-
vl.ually .atch the listed lte.1 on the Exblbit I to the labe11n;
of tb. _..terl.l (-Depolit Inspection-). DII vill not be
r..ponsible ~or verl~yin, ~e coat.nta Or for validating ~h.
.ccur.cy. of Licensozo'.S lab'llni. Acc.ptanc. vlll occur wh.n DSI
conclud'l that the Deposit Inspection ls co.pl.t..
" .
UTlet.z 2
Reaist.r.d L~c.n.... Lic.nsor,' and only Llcen.o~, .ay .ftroll
certain L1c.n...'.), particlpa~lng us.rC.). a. R.,1.~ered
Lic.n...Cs) to this AI~....n~. Llc.n.or .ust .ub.it to DII a
-P.rtlcipatlnl Ua.r Llc.ft... a'Iis~ration Docu..n~-. hereinaf~.r
r.t.rr.d to .. an Izhlblt A. for eacb Llcens.. to be Re,i.~ere4
und.r thls Alr....at. DII .ball i..u. to the ..,i.ter.d L1c.nsee
a Licens.. r.glstr.tlon pack.t includ1Dg a copy ot _EZh1b1~ A.
Partlcipatlftg Ua.r Alr....nt, to b. .z.cut.d by the R.gl.tered
Lic.n....
Other Lic.n..... DI% .ball ba.. DO obl1,atloD to any Lic.nl.e or
otb.r thlrd party ot Llc.Daor .xc.pt a.llater.d' Lic.e....
.cc.pted by DII, to th. .xt.nt pro.ld.. lD . writlng .iln.d Dy
011. DSI shall ba.. th. r1,bt to ..d1fy or caDc.l thl. Agr....nt
vithout the CODs.nt at any third p.rty uale.s .xpr..sly
probibit.d troa doiol sO by an .,r....nt alln.d by Oil.
..,. 2 VKDAI7/
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, UTI c:u: 6
- F~l~nc ~or R.l..se of Oe~osit bv Recistered Licensee. It OSI i.
notified by a Reqis~ered Licensee of the occurrence of a release
condition as defined in Article 7, and inclUde. at that time the
tiling tor relea.e fee', DSI shall 80 notify Licensor at the last
known address by certified mail with . copy of the notic. fram the
Reqistered Lic.n.... If Licensor provid.. contrary instruction, .s
defined in this Articl. within titt..n (15) workinq days of the
mailin; of the notic. to Lic.nsor, OSI .ball not d.liver . copy of
the O.po.i t to the Re;isterecs. Lic.ns.. vh!) i. :il1n; for the
r.l.... otth. Depo.it.
Contrary instruction tor the purpo.. of this articl. ..ana, the
filin; of .n .ffidavit or d.clar.tion with OSI by an offic.r ot
Lican.or at.tin; th.t . ..1.... Condition ha. not occurr.d, or ha.
Man cur.d. OSI vill ..nd a copy of the .ffidavit or d.claration
by c.rtifi.d mail to the ..;i.tar.d Lic.ns.. Who i. filin; tor the
r.l.... ot th. D.posit material.. Upon rec.ipt of contrary
instruction, DSI shall not d.liver a copy of the Deposit and .hall
continue . to store the Depo.it Wltil othuwi.. directed by
.evistared Licensee and Licensor jointly, or .unt11 resolution of
the dispute by . court of competent juriadiction.' ,- - - -
In th. event that DSI does not r.c.ive ccmuuy'iftatruc:tion DSI i.
authoriz.d to r.l.... a copy ot the entir. Depo.it to the
..,i.tar.d Licen... r.qu..ttn; the r.l..... ..1.... proc...in,
te.s will be paid by the Raqi.terad Licea... Oll..y duplic.te
the Depo.i.t only.. n.c..aary to pr.....,. and ..tely ator. 1:.be
Deposit, and to provide copi.. thereof, .. authorized herein, to
Ra;1.tar.d Licens...
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. - AIt1'ICLI 7
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Ill.... eo~di~io~.A
Licensor'. failure, wit.bout cause on the ....~ad %J.cana..'.
part, to furn1ab. 'the ....i.tarad IJ.canaee vith ui.ntananc. .upport
- - to the extent provided for ill the applicabl. ui.ntananc.
- .qr._ant with LicaDaor.
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.' ARTICLE 12
General. OSI aay actin reliance upon any instruction.
instru..nt. or ,. li;nature beli.ved to b. ,.nuin. and .ay a..uae
that any person ;ivin; any writt.n notic.. requ.st. adv1ce or
instruction in conn.ction with or r.latin; to this Alr....nt ha.
be.n duly authoriz.d to do 10. -
Thi. Agr.em.nt will be govern.d by. and constru.d in accordance
with the lawl of the Com.onw.alth of Malsachusetts.
Thi. Agr....nt. including the Exhibits and A~d.nda ber.to
constitut.s the .ntir. Agr....nt b.tw..r ~b. partie.'conc.rnin;
the subject .att.r her,of. and will lup.r..d. all pr.viouI
CO..unicationl. r.pre.entations. und.r.tandin;s, and .rr....nt..
-.lth.r.ora~ or vritten, betw..n the parti,..
If any provi.ion of this Alr....nt 1. held by any court to b.
1nvalid or unenforceable, tha~ provi.ion v1ll be s.ver.d tro.
~bi. Arr....nt and the re.a1nlD; provi.ions vill continu. in full
torce. =- u_ . ~ -
Al!ICLI 13 -
I'ee.. All .ervic. te.s vill b. du. In full at th.- t1.. of the
r.qu.st for ..~vic.. a.n..al f... vl1l b. du. in full upon the
rec.ipt ot invoic. unl... otb.rwi.. .p.cltl.d by the invoie..
lor the purpo.. ot &Dnual r.n.wal f..s the .ff.cti.. date of this
--- A'r....n; Vl1l b. 'th. annlv.rsa~ dat.. I.e. tor thi.. D,poll t
Alr....nt vl11 b. pald vlthln .1xty (") d.y. of .x.cutiOD of
thl. Alr....nt or thls.- A'r....nt vill b. auto..tically
tera1D.ted. r... for otb.r ..rvlc. r.qu..t. .u.t b. pald within
.1xty (") ..y. or sucb .'rYic. v111 b. auto.atlcally
t.nr1nat.d.
All ..rvic. f... aDd aDDual r.n.val t... V111 b. ~o..---.p.clt1.d
lD Dlt'. .cb.dule of t... In .ff.ct at ~e ti.. of r.n..al, or
r.qu..t for ..rvlc.. .xc.p~ a. o~herVl.. a,r..d. for any
lncr.... In Dlt'. -.tandard .f.... DSI shall Dotlty Lic'D.or a~
l..at nlaety . (,.) d.y. prior ~o aay r.n.val of thl. _ A"I'Z'....Ilt..
ror aDY ..rvic. DO~ ll.~.d on ~. Jcb.dul. of ~.... DII .ball
provide . ~ot. prlor ~o r.nd.riDI .ucb~"rYlc..
nYNIX D.~a ..clIrltl..
L1caDaor ~ ID~a~~1oD&l. ~c.
Iy. . (3,,4,":.. '-It-- Iy. ~~.u"1 ~-'H&...
'6~,.....~. L~~Juu 1yA'11~ ~"Li!JltJ
(pr1D~ Daa.) (pr1A~ D".)
'f1tl.,_LJ,..L.It P/f.J. .J.....J~~ ":::- !itl"~<<'-';'" IJ~~~
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RIDER J
DESIGNATED SYSTEM
Unisvs 6000 100 Z
UNIVERSE SOFTWARE AGREEMENT
This Agreement is entered into by and between Dvnix. Inc. (the .
DISTRIBUTOR) located at 400 West Dvnix Drive. Provo. utah 84604.
and the Bozeman Public Library, a division of the City of Bozeman
(The LICENSEE) located at 220 East Lamme, Bozeman, Montana 59715.
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
l. 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.
2 . LICENSEE'S OBLIGATIONS
LICENSEE shall:
( a) pay the DISTRIBUTOR the license fee included as a part
of the Express system price listed on Rider D:
(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;
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INSU"AIICE FIIO" National Fire Insurance Company
C'NA
of Hartford
CNA Plaza A Stock Company
Chicago, Illinois 60685 Herein called the Company
PERFORMANCE BOND Bond No. 137592044
KNOW ALL MEN BY THESE PRESENTS; That we Dynix, Inc. 400 Dynix Drive, Provo, utah
84604-5650
, Principal,
and NATIONAL FIRE INSURANCE CO. OF HARTFORD, CHICAGO, ILLINOIS, Surety, are held and firmly bound
unto Bozeman Public Library, A Division of The City of Bozeman, 220 East Lamme, Bozeman, MT
, Obligee, 59715
. One Hundred Two Thousand Seven Hundred Thirty Two and 00/100---------------------
In the sum of
Dollars ($ 102,732.00--------)
for the payment of which we bind ourselves, our legal representatives. successors and assigns, jointly and
severally. firmly by these presents,
WHEREAS. Principal has entered into a contract with Obligee, dated October 17,1994
for
Purchase and Installation of an Automated Library System
copy of which contract is by reference made a part hereof.
NOW, THEREFORE, if Principal shall faithfully perform such contract or shall indemnify and save harmless
the Obligee from all cost and damage by reason of Principal's failure so to do. then this obligation shall be
null and void; otherwise it shall remain in full force and effect.
Signed, sealed. and dated October 31, 1994
DYng;:~,<-~ ' (Seal)
, Princ.........
National Fire Insurance Company of Hartford
Coun erSign~ bY~.__
"~;(~ ~
Montan Theodore C. Sevier, J .
Form 6.23215.8
. 'to
..
Nltlonll FI,e Ins1irance Company ..; ..
of Hlrtford
CNA
For All the Com mitlTM'nts You .\take-
Office/Chicago, 1111"01.
POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT
!{no. All Men by these Presents. That the NATIONAL FIRE INSURANCE COMPANY OF HARTFORD. a corporation duly organized a"c
eXisting under the laws of the State of Connecticut. and having Its general administrative office In the City of Chicago. and State of IllinOIS. ~oes
hereby make. constitute and appoint William F. Fraser, Edward J. Robins, C. R. Hernandez,
Theodore C. Sevier. Jr.. Individually
~ Chicago, Illinois
ItS true and laWful Attorney.tn.Fact With full power and authority hereoy conferred to sign. seal and execute In ItS behalf bonds. undertakings a1'C
other obligatory Instruments of Similar nature
- In Unlimited Amounts -
and to bind the NATIONAL FiRE IN:;.URANCE COMPANY OF HP,RTFORD thereoy as fully "nd to the same extent as ,f SUCh Instruments ';ere Signee
by the duly authOrIZed offICers of NATIONAL FIRE INSURANCE COMPANY OF HARTFORD and all the acts of said Attorney pursuant to tne
authority hereby given are hereby ratified and confirmed.
This Fower of Attorney IS made and executed pursuant to and by authoflty of the follOWing Resolution duly adopted on February 21 1955::1
the Board of Directors of the Company_
RESOLVED: That the PreSident. an Executive Vice PreSident or any Vice PreSident of the Corporation may. from time to time. aOPOI",
by written certificates. Attorneys'ln.Fact to act in behalf of the Corporation In the execution of poliCies of Insurance. bonds undertaKings and
other obligatory Instruments of like nature Such AttorneYS'ln.Fact. subject to the limitations set forth In their respective cert,l,cates of authority
shall have full power to bind the Corporation by their signature and execution of any such Instrument and to attach the seal of the Corporation
thereto_ The PreSident. an Executive Vice PreSident. any Vice PreSident or the Board of Directors may at any time revoke all power ana
authOrity previously given to any Attorney'in.Fact.
ThiS Power of Attorney IS Signed and sealed by faCSimile under and by the authOrity of the follOWing Resolution adopted by the Board at
Directors of the Company at a meeting duly called and held on the 14th day of May, 1964.
RESOLVED: That the Signature of the PreSident. an Executive Vice PreSident or a Vice PreSident and the seal of the Corooratlon may be
affixed by faCSimile on any power of attorney granted pursuant to the Resolution adopted by thiS Board of Directors on February 21. 1955
and the signature of a Secretary or an AsSistant Secretary and the seal of the Corporation may be affixed by faCSimile to any certificate of any
such power. and any oower or certificate bearing such faCSimile Signatures and seal shall be valid and binding on the Corporation Any SUCh
power so executed and sealed and certified by certificate so executed and sealed, shall. With respect to any l50nd or undertaking to whICh It
IS attached, continue to be valid and binding on the Corporalion.
In Witness Whereof. the NATIONAL FIRE INSURANCE COMPANY OF HARTFORD has caused these presents to be Signed by ItS Vice PreSident
and ItS corporate seal to be hereto affixed thiS 10th day of Ma y . 19 ~
\"SU~4 NATIONAL FIRE INSURANCE COMPANY OF HARTFORD
-l@5' ~ I
\ , f J _ _ Purtell VICe PreSident
q.: ".~~
State of illinOIS, County of Cook, ss:
On thiS 10th day of . Ma y .' 19.....91...., before me personally came
j E. Purtell, to me known. who. being by me duly sworn, did dltoose "nd sa.... that he reo;ldes In the VIIl'!ge cf G~n\ll!!W. State of illino!s: that !'H! 's a Vlce-
PreSident of the NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, the corporatIOn descrrbed In and which executed the above Instrument: that
he knows the seal of said CorroratlOn: that tl1e seal affixed te> the ule !nstrume~t !S such ccrpo~ata seal: t:-:at It Wo~ sv affixed PU,~i.lailt to iiuthonty given
by the Boarll of Directors of said corporatIOn and that he Signed hiS name thereto pursuant to like authority, and acknowledges same to be the aC1 and
deed of said corporation.
19, 1994
CEATIFICA TE
I, George A Hobaugh, ASSistant Secretary of the NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, do hereby certify that the
Power of Attorney herein aoove set forth is still in force, and further certify that the Resolutions of the Board of Directors, set forth In
said Power of Attorney are still in torce. In testimony whereof I have hereunto subsc.ribed by name and affixed the seal of the said Company
this .:Hst day of October , 19 ~
,7
6-23142-C INV. NO. G-59201.8