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HomeMy WebLinkAboutResolution - 3775 - Contract - Sirsi Corporation - Automated Libary System - 12_12_1991Resolution No. 3775 December 12, 1991 Item #22 :js RESOLUTION E IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract by and between the City of Lubbock and Sirsi Corporation for installation of an Automated Library System, attached herewith, which shall be spread upon the ,minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this ATTEST: nette Boyd, city secretary APPROVED AS TO CONTENT: Gene Eads, Purchasing Manager APPROVED AS TO FORM: & i W ka, 4, � �4- Z Harlold Willard,Assistant tity 'Attorney 12th day of December , 1991. C Kim ''1' 23��5 i i i LUBBOCK TEXAS PURCHASE AGREEMENT BETWEEN SIRSI CORPORATION AND CITY OF LUBBOCK LUBBOCK CITY -COUNTY LIBRARY EXECUTED AGREEMENT PURCHASE AGREEMENT BETWEEN SIRSI CORPORATION AND CITY OF LUBBOCK LUBBOCK CITY -COUNTY LIBRARY r 7 TABLE OF CONTENTS 7 Section Page 1. Furnishing of Equipment and Software ..........................1 2. Contract Documents............................................2 r• 3. Definition of Terms.......................................2 4. Contract Agreement and Clauses ................................3 A. Third Party Clause.......................................3 B. Entire Agreement Clause.. ... .................3 C. Agreement Extension and Modification. Clause l D. Term of the Agreement Clause.... ..............3 .3 E. Applicable and Governing Law Clause......................3 F. Notices Clause...........................................3 C G. Survival Clause..........................................4 H. Force Majeure Clause ..................................... 4 rJ. I. Incorporation by Reference...............................5 Site Preparation..... ......... .. .. ................5 ., K. Risk During Equipment Storage and Installation ........... 6 L. Shipping of Equipment and Installation ...................6 M. Non -Waiver of Agreement Rights ...........................7 N. Non -Collusion Covenant.. .... ......................8 0. Copyright and Trade Secret Warranty...................... 8 r► P. Nondiscrimination by Vendor or Agents of Vendor .......... 8 Q. Right to Source Program..... .........................8 R. Ownership of Data and Index Files........................9 S. Subcontractors...........................................9 T. Termination Clauses .................................... 9 U. Assignments.. ... .. ..10 V. Vendor as Independent Contractor ........................10 r" W. Insurance... � ... ... ..... ...............10 X. Computer Hardware Expansion Responsibility ..............11 Y. Warranty Clauses.... ...... .... ... ............11 .... .. .. ... r. Z. Unrequested Software Enhancements or Additions .......... 12 j AA. Final Acceptance of the System ..........................12 BB. Arbitration ..................................... .... ... .13 .... .. . ... . . CC. Publicity..... ..... ..... ... ...............13 DD. Compliance with All Laws --Partial Invalidity ............ 13 w. EE. Rights to perform Internal Teaching and Seminars ........ 13 FF. Ability to Modify Equipment in the Field................13 GG. Headings Not Controlling................................14 HH. Litigation Costs..... .14 5. Schedule of Activities.......................................14 r. 6. Data Loading..........................................14 7. Acceptance Tests and Payment ........................14 8. Taxation.....................................................15 9. Title.......................................................15 7 10. Training...................................................15 11. Documentation.............................................15 12. Software License Clauses .....................................16 ■- 13. System Modification..........................................19 14. Maintenance...........................................19 15. Library Responsibilities.....................................19 16. Foreign Component Interface ....................... ........20 17. Notices.....................................................20 r b18. Severability................................................. 20 19. Barrier - Free Access........................................20 20. Contract Signatures..........................................21 ATTACHMENTS A. Schedule of Activities.......................................22 B. Equipment List, Prices.......................................23 C. Software List, Prices........................................26 D. Price Summary....... .....................................27 r i EE.'Additional Functional Capabilities .. ........................28 F. Payment Schedule and Contract Milestones .....................29 G. Performance Standards and Requirements .......................30 H. Maintenance Agreement................. ......................31 Part 1 - Software Service Agreement between ` SIRSI Corporation and City of Lubbock.....................32 ,-� Part 2 - CPU Maintenance Agreement between SIRSI Corporation and City of Lubbock.....................35 Part 3 - Hardware Depot Maintenance Agreement between SIRSI Corporation and City of Lubbock.............36 I. Source Code Agreement........................................38 ;. J. Clarifications...............................................39 r r 6 PURCHASE AGREEMENT r This Agreement is made and entered into this 12th day of - December , 1991 by and between SIRSI Corporation a corporation having its offices at 110 Walker Avenue, Huntsville, Alabama, and the City of Lubbock, Lubbock City -County Library �.- (hereafter referred to as "THE CITY OF LUBBOCK"), having its offices at 1306 9th Street, Lubbock, Texas 79401. The term "SIRSI" shall refer to the company, its agents, and its sub -contractors RECITALS Whereas, on June 14, 1991, SIRSI responded to a request for proposal (the "RFP") !~ numbered #11193, proposing to provide certain Equipment, Software, maintenance and related services to THE CITY OF LUBBOCK, said request for proposal and SIRSI Response (the "Proposal"), are attached to this contract and filed with the City �. Secretary. r Whereas, THE CITY OF LUBBOCK now desires to contract with SIRSI to obtain the Equipment, license to the Software, hardware and software maintenance and other services described in the Proposal and SIRSI desires to contract with THE CITY OF LUBBOCK to provide said Equipment, license to software, hardware and software maintenance and the services described in the Proposal; Now, therefore, in consideration of the mutual covenants,'promises and undertak- ings contained herein, the parties hereto hereby agree as follows: j^ 1. FURNISHING OF EQUIPMENT AND SOFTWARE Subject to the terms and conditions set forth herein, SIRSI agrees to pro- vide at locations specified by the THE CITY OF LUBBOCK who hereby agrees to purchase: A. the Equipment listed in Attachment B hereto (collectively the "Equipment") with the prices listed in Attachment B. B. the License for the use of the computer programs and related documen- tation listed in Attachment C hereto (collectively "the Software") at the price specified in Attachment C. C. the SIRSI services listed in Attachment D at the prices specified in Attachment D. D. the Maintenance services listed in Attachment I according to the pay- ment schedule set out in Parts 1, 2, and 3 of Attachment I. 2. CONTRACT DOCUMENTS The contract documents are: A. CITY OF LUBBOCK's Request for Proposal #11193 issued April 7, 1991. B. Proposal Prepared by SIRSI dated June 14, 1991. C. SIRSI response to written requests for additional information and clarification from THE CITY OF LUBBOCK (hereinafter referred to as the "Clarifications") attached in Attachment J: D. This Agreement, including the following Attachments attached hereto: Attachment A. Schedule of Activities Attachment B. Equipment List, Prices Attachment C. Software List, Prices Attachment D. Price Summary Attachment E. Additional Functional Capabilities Attachment F. Payment Schedule and Contract Milestones Attachment G. Performance Standards Attachment H. Maintenance Agreement Attachment I. Source Code Agreement Attachment J. Clarifications Each of these documents is incorporated herein by this reference as if set forth in full and shall constitute a part of this Agreement. In the event of any conflict in the obligation pursuant to the above documents, control shall be determined in the following order. 1. This Agreement 2. The Clarifications 3. SIRSI Response to the RFP 4. The RFP The failure of .this Agreement to include reference to any matter contained in any other contract document shall not be deemed to constitute a con- flict 3. DEFINITION OF TERMS A. Equipment: The items listed on Attachment B hereto. B. System: The total complement of equipment and software identified in Attachment B and Attachment C by SIRSI which are acquired to operate as an integrated group. C. Licensed Software (or "Software"): Each software listed in Attachment C, including machine-readable object code (not source code) for such product, any user documentation for such product, and any other related materials which are furnished to THE CITY OF LUBBOCK by SIRSI for use in connection with such product. 2 I 4. CONTRACT AGREEMENT AND CLAUSES A. Third Parties Clause Neither of the identified parties to the Agreement shall assign or encumber any of its rights, or delegate or subcontract any of its duties defined in the Agreement, in whore or in part, to other third parties unless the other party to the Agreement gives prior written consent. Subject to the foregoing covenant against assignment and delegation, the rights created by the Agreement shall pass to the benefit of the properly identified party and the duties and obliga- tions resulting from the Agreement shall bind the properly identified party and their respective successors and assignees. B. Entire Agreement Clause. This Agreement, including appendices and referenced attachments, con- stitutes the entire Agreement between City of Lubbock and SIRSI and supersedes all proposals, presentations, representations, and commu- nications, whether oral or in writing, between the parties on this subject. C. Agreement Extension and Modification Clause. The Agreement may be modified or extended in accordance with the fol- lowing procedures. A change shall be by formal amendment of the Agreement signed by the parties and made a permanent part of the Agreement. D. Term of the Agreement Clause. The term of the Agreement shall be clearly identified in the con- tract, but shall not be for less than five (5) years from the effec- tive date. Thereafter, the Agreement shall automatically be extended for one (1) year unless the City of Lubbock notifies SIRSI, in writ- ing, that the automatic extension is not desired. At that time, the contract shall expire. E. Applicable and Governing Law Clause. The Agreement shall be subject to all laws of the Federal Government of the United States of America and to the laws of the State of Texas. All duties of either party shall be legally performable in Texas. The applicable law for any legal disputes arising out of this contract shall be the law of (and all actions hereunder shall be brought in) the State of Texas, and the forum and venue for such dis- putes shall be Lubbock County, Texas. F. Notices Clause. All notices or communications required or permitted as a part of the Agreement shall be in writing (unless another verifiable medium is r expressly authorized) and shall be deemed delivered when: i~ 3 (a) actually received by the Library Director or their designated representative. (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the party, or (c) if not actually received, 10 days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the respective other party at the address set out in the section of the Agreement "Identification of the Parties to the Agreement" or such other address as the party may have designated by notice or Agreement amendment to the other party, or (d) upon delivery by the City of Lubbock of the notice to an autho- rized SIRSI representative while at the City of Lubbock site. Consequences to be borne due to failure to receive a notice due to improper notification by the intended receiving party of a new address will be borne by the intended receiving party. G. Survival Clause. All duties and responsibilities of any party, which either expressly or by their nature extend into the future, shall extend beyond and survive the end of the contract term or cancellation of this Agree- ment. H. Force Majeure Clause. Timely performance is essential to the successful initial implementa- tion and ongoing operations of the automated library system. How- ever, neither party will be liable for delays in performing its obli- gations under this Agreement to the extent that the delay is caused by force majeure. Force majeure acts shall mean a cause which is beyond the control of the affected party and may include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epi- demics, government regulations imposed after the fact, fire, communi- cations lines failures, earthquakes, or other disasters. Force majeure shall not be allowed unless: (1) Within three (3) calendar days of the occurrence of force majeure, the party whose performance is delayed thereby shall provide the other party or parties with written notice explain- ing the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeure events, and; (2) Within seven (7) calendar days after the cessation of the force majeure event, the party whose performance was delayed shall provide the other party written notice of the time at which force majeure ceased and a complete explanation of all perti- nent events pertaining to the entire force majeure situation. 4 CA_ Unless provided prior written notice of permission by the other party or parties to the Agreement, under no circumstances shall the permissible delays justified by force majeure extend beyond one hundred -twenty (120) days from scheduled dates or from unscheduled deadlines resulting and established due to failure �. of the system to meet performance examination(s) as documented in the Agreement. Failure to secure prior written permission extending the due date after the one hundred -twenty (120) days, even under force majeure conditions, shall constitute default by the party failing to meet the required deadline. Under no circumstances shall delays caused by a force majeure extend beyond one hundred -twenty (120) days from the scheduled deliv- ery or completion date of a task, unless by prior (to the one hundred -twenty (120) days) written notice of permission of the ` other party. Failure to secure this written prior permission, even in the case of force majeure, shall constitute default by the party failing to meet the requirement. Either party shall have the right to cancel the contract Agreement if Force Majeure suspends performance of scheduled tasks by one or more parties for a period of one hundred -twenty (120) or more days from the scheduled date of the task. If a cancellation due to a Force Majeure occurs before title passes to the City of Lub- bock, then SIRSI may keep any parts of the system as it can k salvage, but must remove same at its own expense. If cancella- tion occurs due to a Force Majeure after title passes to the City of Lubbock, the system shall remain with the City of Lubbock and SIRSI shall be entitled to any such payments as have accrued according to the payment schedule. 7 (I) Incorporation by Reference. SIRSI shall supply equipment, software, and other related services adequate to accomplish the requirements as set forth in the Request for Proposals and the SIRSI response to the Request for Proposals. Parties agree that where there is a conflict between terms of this Agreement and the information presented in the referenced documents, this Agreement shall take precedence. The parties also agree that where there is not a conflict between this Agreement and the informa- tion presented in the referenced documents, that all terms, condi- tions and offers presented in the SIRSI proposal shall herein be ref- erenced to the Agreement and shall be binding upon all parties to the Agreement. J. Site Preparation The City of Lubbock shall, at its own expense, prepare the sites to r' house the computer equipment, in accordance with the installation specifications presented in the SIRSI proposal, in subsequent site planning materials provided by SIRSI, and guidance provided as a result of the IBM Service Engineer's pre -installation visits. Site preparation shall be completed by the City of Lubbock within 90 days of contract signing. Upon completion of the sites, the City of Lubbock shall notify SIRSI that the sites are completed and ready for 5 inspection. Within 10 days, SIRSI will ask the IBM representative to physically inspect the sites, and provide a written statement of the results of this inspection to SIRSI, with copy to the city of Lubbock. Should the City of Lubbock sites be adequate, SIRSI shall indicate that the sites meet the SIRSI specifications for the proper and safe operation of the system. Should the site, or sites, be inadequate, SIRSI shall itemize the specific problems and reference the correct requirements from the original site preparation documentation presented to the City of Lubbock. The City of Lubbock shall then have sixty (60) days to cor- rect these deficiencies and shall provide written notice to SIRSI that the site, or sites, is/are available for re-examination. SIRSI shall ask IBM to conduct re-examination within 10 days. Delivery and installation of equipment will begin no later than 30 calendar days of the original inspection or re -inspection, if required. The City of Lubbock warrants that it shall not hold SIRSI liable for any changes or modifications to the site preparations that result from physical conditions in the City of Lubbock buildings. SIRSI will provide site specifications for all Equipment set forth in Attachment B. (K) Risk During Equipment Storage and Installation. Delivery shall be made in accordance with the implementation schedule established as Attachment A of this Agreement. It will be possible to allow for minor variances from this implementation schedule as mutually agreed upon by both parties and confirmed by prior written notice. The computer equipment and computer software shall be installed and placed into good working order by representatives of Vendor. During the time period when equipment is in transit, Vendor and its Insurer shall be responsible for the equipment. City of Lubbock will assume responsibility when equipment is signed for, upon delivery. Recognizing that all equipment may not arrive in the same shipment, City of Lubbock agrees to place the crated and packaged equipment in a secure, locked storage area pending installation by the Vendor. (L) Shipping of Equipment and Installation All shipping and insurance costs to the site shall be paid by SIRSI. All payments to shipping agents and for insurance fees shall be made directly by SIRSI and the City of Lubbock shall make no payments to any firm concerning the shipment, installation and delivery of equip- ment which is not a part of this Agreement and for which exact payments are not described. SIRSI shall be responsible for all arrangements for the shipment of equipment to the City of Lubbock and movement of the equipment from the City of Lubbock protective storage 6 Ow r area to the prepared computer sites. Recognizing that the library staff have no prior experience or training in computer technology, SIRSI and/or its subcontractors shall provide properly trained repre- sentatives to unpack all items of equipment and place this equipment in the proper locations. .SIRSI and/or its subcontractors shall also be responsible for removal of all debris and packing materials from the City of Lubbock sites resulting from the installation of the equipment or the software/documentation. The City of Lubbock will require SIRSI and/or its subcontractors to provide certificates describing, to the satisfaction of the City of Lubbock, evidence of proper worker's compensation and liability insurance for all SIRSI staff and representatives involved in the installation of the com- puter equipment and software. SIRSI and/or its subcontractors shall furnish all necessary labor, materials, and other services listed on Attachment D, required to accomplish installation at the sites specified in Attachment B. Hardware to be unpacked and installed by SIRSI and/or its subcontractors is listed in Attachment B, and will be subsequently clarified between SIRSI and the City of Lubbock after contract signing. City of Lubbock shall furnish all necessary labor, materials, and other services required to unpack and install equipment related to local networking. Installation shall be performed during normal business hours, and the City of Lubbock shall make all the necessary arrangements to allow the SIRSI personnel sufficient work space and access to the installa- tion locations during normal business hours, or at such other times as may be mutually agreed upon. When the system has passed the hardware functionality test, SIRSI and/or its subcontractors shall certify to the City of Lubbock that the installation is complete. (M) Non -Waiver of Agreement Rights r It is the option of any party to the Agreement to grant extensions or provide flexibilities to the other party in meeting scheduled tasks or responsibilities defined in the Agreement. Under no circum- stances, however, shall any parties to the Agreement forfeit or can- cel any right presented in the Agreement by delaying or failing to exercise the right or by not immediately and promptly notifying the �.. other party in the event of a default. In the event that a party to the Agreement waives a right, this does not indicate a waiver of the ability of the party to, at a subsequent time, enforce the right. The payment of funds to SIRSI by the City of Lubbock shall in no way be interpreted as acceptance of the system or the waiver of perfor- mance requirements. (N) Non -Collusion Covenant SIRSI hereby represents and agrees that it has in no way entered into any contingent fee arrangement with any firm or person concerning the obtaining of this Agreement with the City of Lubbock. In addition, SIRSI agrees that a duly authorized SIRSI representative will sign a non -collusion affidavit, in a form acceptable to the City of Lubbock, that the SIRSI firm has received from the City of Lubbock no incen- tive or special payments, or considerations not related to�the provi- sion of automated systems and services described in this Agreement. (0) Copyright and Trade Secret Warranty SIRSI represents and warrants to the City of Lubbock that, to the best of its knowledge and belief, the software furnished under this Agreement does not violate any U.S. copyright or any trade secret of any third party. SIRSI warrants that the Unicorn Collection manage- ment software being licensed under this Agreement is copyrighted. (P) Nondiscrimination by Vendor or Agents of Vendor. Neither SIRSI nor anyone with whom SIRSI shall contract shall dis- criminate against any person employed or applying for employment con- cerning the performance of the SIRSI responsibilities under this Agreement. This discrimination prohibition shall apply to all mat- ters of initial employment, tenure and terms of employment, or other- wise with respect to any matterdirectly or, indirectly relating to employment concerning race, color, sex, religion, age, national ori- gin, or ancestry. A breach of this covenant may be regarded as a default by SIRSI of this Agreement. (Q) Right To Source Program. If SIRSI, whether directly or through a successor or affiliate shall cease to be in the software business, or if SIRSI should be declared bankrupt or insolvent by a court of competent jurisdiction, Customer shall have the right to access, for its own and sole use only, for maintenance use only, one good copy of the source to the Software licensed hereunder. Each source program supplied to Customer under this paragraph shall be subject to each and every restriction on use set forth in this Agreement, and Customer acknowledges that the source programs and their associated documentation are extraordinar- ily valuable proprietary property of SIRSI and will be guarded against unauthorized use or disclosure with great care. Further, if changes are made to the source by the Customer or on the Customer's behalf, SIRSI or its successor shall retain sole ownership of said source including any modifications. Customer hereby waves any claims whatsoever to ownership or part ownership in the licensed source or any modifications made to it. 8 i a r 1 (R) Ownership of Data and Index Files All parties to the Agreement acknowledge that the City of Lubbock f shall maintain ownership and control of all- data files and the related indexes and pointers to those data files. r (S) Subcontractors SIRSI may use subcontractors in connection with'thework performed r under this Agreement. When using subcontractors, however, SIRSI must obtain written prior approval from the City of Lubbock for activities or duties to take place at the City of Lubbock sites or with City of r Lubbock data or indexes. In using subcontractors, SIRSI agrees to be responsible for all their acts and omissions to the same extent as if the subcontractors were employees of SIRSI. (T) Termination. 1. Effect of Regulation. Should any local, state, or national regulatory authority hav- ing jurisdiction over the City of Lubbock enter a valid and �- enforceable order upon the City of Lubbock which has the effect of changing or superseding any term or condition of this Agree- ment, such order shall be complied with, but only so long as such order remains in effect and only to the extent actually necessary under the law. In such event, this Agreement shall remain in effect, unless the effect of the order is to deprive the City of Lubbock of a material part of its Agreement with SIRSI. In the event this order results in depriving the City of Lubbock of materials or raising their costs beyond that defined in this Agreement, the City of Lubbock shall have the �. right to rescind all or part of this Agreement (if such a rescission is practical) or to end the Agreement term upon thirty (30) days written prior notice to SIRSI. Should the Agreement be terminated under such circumstances, the City of t^ Lubbock shall be absolved of all penalties and financial assessments related to cancellation of the Agreement. 2. Termination by SIRSI. Upon 30 days written notice, SIRSI may terminate this Agreement PM in the event that the City of Lubbock fails to pay to SIRSI any ! charge or other payment under this Agreement, if such payment is not received within thirty days of the due date, except that if the City of Lubbock modifies the Software, or uses any of the Software and/or related materials in a way not permitted by this Agreement, SIRSI shall have the right, without affecting any other rights and remedies, to terminate this Agreement r- immediately upon written notice to the City of Lubbock. 7 9 3. Effect of Termination. When this Agreement terminates for any reason, within five business days thereafter, the City of Lubbock must either deliver to SIRSI or, at SIRSI's option, destroy the original and all copies of the Software and related materials, including Enhancements and derivative works. If required, the City of Lubbock will certify to have fully complied with this provi- s.i on. Termination of this Agreement does not free either party from its respective obligations to comply with all the terms of this Agreement which call for performance prior or subsequent to the termination date, including the City of Lubbock's obligation to protect Confidential Information and to return or destroy the Software and other materials as provided in this Agreement. (U) Assignments. The City of Lubbock and SIRSI-each binds themselves, their partners, successors, and other legal representatives to all covenants, agree- ments, and obligations contained in this Agreement. (V) Vendor as Independent Contractor. It is expressly agreed that SIRSI is not an agent of the City of Lubbock, but an independent contractor. SIRSI shall not pledge or attempt to pledge the credit of the City of Lubbock or in any other way attempt to bind the City of Lubbock. (W) Insurance. SIRSI must have adequate' insurance, for damage or loss, for all equipment and other valuables, until such time as the City of Lubbock signs at delivery. In defining insurance coverage, SIRSI shall secure full replacement value for the system without the requirement that the City of Lubbock be responsible for any payments or deductibles. In the event that it is necessary to make a claim under this policy, any funds received by SIRSI shall be used to secure replacement equipment for the City of Lubbock. SIRSI agrees to hold harmless and defend the City of Lubbock and its agents, officials and employees from any liability, claim or injury, related to or caused by fault or negligence of SIRSI employees or subcontractors. In order to demonstrate this responsibility SIRSI shall furnish the City of Lubbock with evidence of valid comprehensive general liability insurance coverage in the amount of $1,000,000 for each occurrence for personal injury {including death or dismemberment} and property damage related to or resulting from shipping and delivery. SIRSI shall furnish to the City of Lubbock a Certificate of Insurance and all subsequent changes or updates. 10 (X) Computer Hardware Expansion Responsibility. The City of Lubbock has taken great care in projection of the trans- action loads, terminal configurations, and data storage requirements anticipated for the system during the initial 60 months of operation. r. SIRSI has taken great care in sizing the hardware configuration in + accordance with the City of Lubbock projections. Should the City of Lubbock, however exceed its own projections for transaction loads, terminal configuration, and/or data storage requirements, the City of Lubbock warrants that it will bear respon- sibility for upgrade, enhancement, or extension, solely to meet the r' level of performance defined for the initial 60 months. Should the computer hardware supplied by SIRSI, however, require any pal upgrade, enhancement, or extension solely to meet the levels of per- formance defined in the RFP document for the initial 60 months, ' whether due to changes in software or the initial planning by SIRSI, SIRSI shall provide the additional equipment, whether added, modi- fied, or exchanged to the City of Lubbock, "at cost". SIRSI shall ',. bear shipping, insurance, installation, and related costs necessary to bring the equipment into operation. The equipment provided to the r� City of Lubbock under these circumstances shall become the property of the City of Lubbock and SIRSI shall surrender title immediately after installation and testing. (Y) Warranty Clauses. 1. Software Warranty. SIRSI warrants that the software provided under this Agreement meets each of the specific requirements described in the Agree- ment and in SIRSI's response to the RFP. Should, after the date of formal acceptance of the system by the City of Lubbock, errors be discovered, SIRSI warrants that the defects shall be corrected, without charge to the City of Lubbock, for a period of one year (365 calendar days). This correction may take the form of software additions, modifications, deletions or the provision of substitute software which meets the system func- tions as specified in this Agreement or in SIRSI's response to the RFP. 2. Hardware Warranty. SIRSI warrants that all equipment provided under this Agree- ment, whether installed initially or under subsequent purchase j orders, shall be newly manufactured equipment or assembled from newly manufactured parts, and to the extent as warranted by the equipment manufacturers, all equipment will be free from r- defects in workmanship or material. During the warranty periods, SIRSI shall furnish all replacement new parts, repaired parts, service, labor, and other repair costs at no cost to the City of Lubbock, except for administrative costs as detailed in the maintenance agreements. At the conclusion of i 7 11 (Z) the warranty period, the City of Lubbock may continue to secure SIRSI support of equipment under a separate maintenance agreement. 3. No Other Warranties. .Except as expressly stated above, SIRSI disclaims all other warranties, express or implied, with respect to the hardware and the software, which arise, by operation of law or other- wise, including without limitation, any implied warranty of merchantability or fitness for a particular purpose. In no event shall SIRSI be liable for any incidental, indirect, spe- cial or consequential damages, including, but not limited to, loss of use, revenue or profit, or loss of data or claims against the customer by any third party, even if SIRSI has been advised, knew or should have known of the possibility of such -- damages or claims. Unrequested Software Enhancements or Additions: _ Should. SIRSI expand software functional or performance capabilities beyond those required,as part of this Agreement, it is the option of the City of Lubbock to accept or reject the installation and use of the software changes. Should the City of Lubbock elect to install and use the added software functions or capabilities, the City of Lubbock shall be responsible for the costs associated with the pur- chase, installation, and maintenance of the computer hardware neces- sary to operate same. If the City of Lubbock does not elect to install and use the software functions or capabilities, then such _ enhancements or improvements will not be required and SIRSI will con- tinue -to provide hardware and software maintenance for a two year period. (AA) Final Acceptance of the System. The automated library system proposed shall be defined to befinally accepted by the City of Lubbock after the installation of the System, the load of the City of Lubbock databases, and the successful comple- tion of the following performance examinations: post -installation system hardware quality examination; post -installation database load performance examination; post -installation system functional compe- tence examination; post -installation system storage capacity examina- tion; post -installation system full load response time and processing capacity examination; and, post -installation system availability examination. Procedures for the administration and criteria for suc- cessful completion of these examinations are found in Part 9 of the Request for Proposals document. 12 r f (BB) Arbitration. r" In those situations where disagreements or disputes cannot be suc- cessfully resolved between the parties of this Agreement, the City of Lubbock may agree to the use of binding arbitration to settle the �., dispute. Arbitration will be conducted by a three member panel with ± one member appointed by the judge of a Lubbock County, Texas, dis- trict court, another appointed by the City of Lubbock, and the third member appointed by SIRSI. The conflict resolution process will be conducted according to the rules and procedures of the American Arbi- tration Association. Both parties to this Agreement agree to equally share professional fees and related expenses of the arbitrators and r to abide by the directives resulting from the arbitration process. (CC) Publicity. SIRSI agrees to submit to the City of Lubbock all press releases, advertising, sales promotions, articles, and other publicity matters related to any product furnished by SIRSI to the City of Lubbock wherein the City of Lubbock name is mentioned, excluding the SIRSI customer list and newsletter. SIRSI shall not publish nor knowingly permit to be published any such material without the prior written consent of the City of Lubbock. (DO) Compliance with All Laws -- Partial Invalidity. (a) Compliance. Each party agrees that it will perform its obliga- tions herein in accordance with all applicable laws, rules and regulations now or hereafter in effect. Neither party shall r- have to take any action which would violate any applicable law, rule, or regulation of the controlling authority. (b) Partial Invalidity. If any term or provision of this Agreement shall be found to be illegal or unenforceable then, notwith- standing, This Agreement shall remain in full force and effect and such term or provision shall be deemed stricken. (EE) Rights to Perform Internal Teaching and Seminars r- City of Lubbock shall have the right, so long as the System con- tracted for herein is in use by City of Lubbock according to this Agreement, to give instruction to any or all City of Lubbock person- nel and library patrons. City of Lubbock reserves the right to approve all scheduling of SIRSI customer site visits. SIRSI will coordinate with the City of Lubbock Library or will refer SIRSI cus- tomers to the Library regarding potential site visits. (FF) Ability to Modify Equipment in the Field. r- SIRSI represents that, in any case where expansion equipment can be installed or obtained through field modification of any component contracted for herein, SIRSI will make such field installation when requested by City of Lubbock at a rate not to exceed the rates charged by SIRSI to third parties possessing a system comparable to 13 the System during the calendar quarter when such field installation occurs. (GG) 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. (HH) Litigation Costs If litigation occurs, losing party pays attorney fees and cost. 5. SCHEDULE OF ACTIVITIES Using the example Schedule of Activities provided by the City, SIRSI will prepare an actual Schedule of Activities, to be agreed upon and made part of the contract. See Attachment A, "Schedule of Activities". This Sched- ule will contain all essential activities and milestones for the project. The parties may revise the schedule, after contract signing, as they mutu- ally agree. 6. DATA LOADING SIRSI will load the Library data, according to the agreed -upon specifica- tions, within 120 days of contract signing, provided that the City of Lubbock provides the Library's data to SIRSI as required. 7. ACCEPTANCE TESTS AND PAYMENT SCHEDULE The purpose of the various acceptance tests outlined in Part 9 of the request for proposal is to ascertain that the system is installed, opera- tional, and capable of performing the required functions, in accordance with the specifications and reliability levels required. Payment is due upon invoice for successful completion of contract mile- stones and acceptance tests. Payment is calculated as a percentage of the total of the system price as listed in Attachment E, except as noted below. Payment percentages and corresponding milestones are detailed in Attachment F. Attachment F refers to the base contract only. Any add -on software features to be paid on an as -delivered basis. Invoices shall be submitted to the City of Lubbock, Library, at the address contained in the first paragraph of this Agreement. In the event that SIRSI, per instructions from the City of Lubbock that the sites are ready for installation, delivers Equipment to the site(s) and due to delays by the City of Lubbock or its agents the installation may not proceed within 30 days of the date specified in Attachment A, the following amount shall be due and payable to SIRSI: (1) the full contract amount for such Equipment delivered; (2) shipping and transportation charges for same. SIRSI shall submit an invoice for the above amount with a new payment schedule showing the immediate subsequent milestone payments reduced by the amount of the invoice. 14 r 8. TAXATION The City of Lubbock represents that it is exempt from Federal, State, and Local taxation. 9. TITLE. 1 Title to the Equipment shall pass from SIRSI to the City of Lubbock upon successful completion of the Hardware Quality examination and payment of the associated invoice from Attachment F. 10. TRAINING. SIRSI will provide training sessions on the operation and use of the system for the City personnel as set forth in the request for proposal, and in Attachment A, at times to be agreed upon by SIRSI and the City of Lubbock. 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 by SIRSI and the City of Lubbock. 11. DOCUMENTATION. SIRSI shall provide system documentation and printed training manuals for the operation and maintenance of the system. Such documentation shall include: A. The manual for project manager. B. Documentation for all functional modules purchased by City of Lubbock. C. Two sets for hardware and operating system documentation. D. Two sets of hardware Site Planning Guide. E. Profiling and parameters manual. F. training guides. G. Two sets UNIX documentation H. As enhancements become available, appropriate documentation will be sent. The City of Lubbock may photocopy or otherwise reproduce SIRSI copyrighted documentation and training materials for training or other internal use provided that SIRSI's statement of copyright be included on each copy. r 15 12. SOFTWARE LICENSE. A. General B. C. Subject to the terms and conditions hereinafter set forth, SIRSI hereby grants the City of Lubbock a nontransferable, nonexclusive, and royalty -free, single -CPU license (the "License") to use the Licensed Software solely in the conduct of the business of the City on the specific computer or computers listed in Attachment B, or sub- sequent upgrades. Licensed software will be provided by SIRSI to the City of Lubbock pursuant to the terms of this Agreement, only in machine-readable object code. The City of Lubbock acknowledges that by virtue of this License, the City acquires only the right to use the original and permitted duplicate copies of the licensed Software as described herein and does not acquire any rights of ownership in the Licensed Software which rights shall remain exclusively with SIRSI. The term of License shall commence upon delivery of the first module of licensed Software and shall remain in force as long as the City is in compliance with all the provisions of the Agreement. The computer programs and other items supplied by SIRSI hereunder are for the sole use of the City of Lubbock at the location of the City of Lubbock. The computer programs licensed hereunder shall be used only on a single central processing unit or mainframe (referred to as the CPU) and its associated peripheral units. Use of a program shall consist either of copying any portion of the program from storage units or media into the CPU, or the Processing of data with the pro- gram, or both. This license is for Model III (up to 300,000 titles). software. If the library's system title count should exceed the Model III limit of 300,000 titles, library agrees to pay to SIRSI the then -current dif- ference between Model III and Model IV (over 300,000 title license) prices for the Software. Payment of License Fee The City of Lubbock agrees to pay SIRSI a one-time license fee for the use of the Licensed Software in the amount specified in Attach- ment C. Right to Copy No portion of the Licensed Software or any updates or enhancements to the Licensed Software may be duplicated by the City of Lubbock except that the City of Lubbock may make copies of the machine-readable por- tion thereof for normal security backup purposes, provided that the City of Lubbock properly reproduces on each such copy all notices of SIRSI patent, copyright, trademark, or trade secret rights. The City of Lubbock will not create, or attempt to create, or permit others to create or attempt to create, by reverse engineering or oth- erwise, the source programs or any part thereof from the object pro- gram or from other information made available under this License or 16 otherwise, (whether oral, written, of Lubbock shall return all copies r upon termination of this Agreement tangible or intangible). The City of all materials supplied by SIRSI for any reason. The City of Lubbock agrees to notify SIRSI immediately of the unau- thorized possession, use, or knowledge of any item supplied under this license and of other information made available'to the City of Lubbock under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowl- edge. The City of Lubbock will promptly furnish full details of such possession, use or knowledge to SIRSI, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with SIRSI in any litigation against third parties deemed necessary by SIRSI to protect its proprietary rights. D. Title to Software SIRSI retains ownership of all Licensed Software and related documen- tation. The City of Lubbock shall keep each and every item to which SIRSI retains title free and clear of all claims, liens and encum- brances except those of SIRSI, and any act of the City of Lubbock, voluntary or involuntary, purporting to create a claim, lien or encumbrance on such an item shall be void. ` Within thirty (30) days from the date of the City of Lubbock's dis- continuance of the use of any portion of the Licensed Software licensed hereunder, the City of Lubbock shall furnish SIRSI with written notice certifying that through its best efforts and to the best of its knowledge, all machine-readable code, user documentation or other related materials provided to the City with such Licensed Software, including any copies thereof, whether in whole or in part, have been returned or destroyed as follows: 1. All documents relating to such discontinued portion of licensed software shall be returned to SIRSI; 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 SIRSI or THE LIBRARY The City of Lubbock agrees that all training and procedural materials developed by SIRSI in conjunction with the Licensed Software shall be r" the property of SIRSI. The City further agrees that additions and supplements to the Licensed Software which may be developed for the Library through the reimbursed or unreimbursed efforts of SIRSI r- employees or agents shall be the exclusive property of SIRSI. All software developed by the City of Lubbock acting without SIRSI shall be the exclusive property of the City. 4 r- 17 F. Proprietary rights. SIRSI retains for itself, and the City of Lubbock acknowledges that SIRSI so retains, all proprietary rights in and to all designs, engi- neering details, and other software pertaining to all the System, and any and all such systems. The Licensed Software and the configura- tion of the Equipment shall be deemed to be the trade secrets of SIRSI. The City of Lubbock retains for itself, and SIRSI acknowl- edges that the City of Lubbock so retains, all proprietary rights to bibliographic and patron -related data files, supplies, or created by the City of Lubbock in the course of implementing and operating the System. G. Protection of proprietary information. The City of Lubbock recognizes and agrees that all licensed software and updates of Licensed Software which are provided to the City of Lubbock: 1. Are considered by SIRSI to be trade secrets of SIRSI. 2. Are furnished by SIRSI to the City of Lubbock in confidence, and 3. Contain proprietary and confidential information. SIRSI placement of a copyright notice on any portion of any Licensed Soft- ware 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 confiden- tial information of SIRSI. The City of Lubbock 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 to safeguard the confidentiality of such information. No portion of any update or enhancement to the Licensed Soft- ware may be disclosed, furnished, transferred or otherwise made available by the City of Lubbock to any person except to those of its own employees who need to use 'such information in accordance with this Software License. The City of Lubbock agrees to take appropriate action by instruction, agreement, and otherwise with its employees to inform them of the trade secret; proprietary, and confidential nature of the Licensed Software and the updates and enhancements disclosed to the City of Lubbock under this Agreement, and to obtain their compliance with the terms hereof. The obli- gation of this paragraph will survive the termination of this Agreement. Provided, however, that any disclosure of any Act shall not constitute a breach of any of these provisions. The City of Lubbock shall not be obli- gated by any means to provide a defense to any court order or any Texas Attorney General Opinion or Letter Opinion requiring the release of infor- mation under the Texas Open Records Act on behalf of SIRSI. Tradename: 'Unicorn Collection Management System' is a trademark of SIRSI, and the collective name for the Software supplied under this Agreement. 18 PM The City of Lubbock shall refer to said Software by its tradename of 'Unicorn Collection Management System', or 'Unicorn'. 13. SYSTEM MODIFICATION Subject to the provisions of Attachment A, the City of Lubbock shall have ninety (90) days from the time installation and training are complete for any given module to request modification of options requested for that mod- ule at no additional charge to the City of Lubbock. Such options include, but are not limited to, creating or adding index points, changing screen displays, and other standard parameters and profiling options. Following this period of ninety (90) days, such requests for modifications are bill- able at SIRSI's then published rates. SIRSI may provide free of charge to the City of Lubbock from time to time modifications of the construction and/or design of the Equipment and/or the Licensed Software. Should SIRSI change the software capabilities beyond those required as part of this Agreement, it is the option of the City of Lubbock to accept or reject the installation and use of the software changes. Should the City of Lubbock choose to accept the new software, SIRSI will install such modifications at no charge within ninety (90) days of receipt of the new software by the City of Lubbock. If necessary, the City of Lubbock shall allow SIRSI personnel access to the System during normal business hours, or at such other times as may be mutually agreed upon, for the purpose of installing such modifications. In the event that SIRSI provides such modifications to the City of Lubbock, SIRSI shall sup- ply documentation which shall be sufficient for the use and operation of the System by the City of Lubbock. Should the City of Lubbock elect to install and use the added software functions or capabilities, the City of Lubbock shall be responsible for the costs associated with the same. If the City of Lubbock does not elect to install and use the software functions or capabilities, then such enhancements or improvements will not be required and SIRSI will continue to provide hardware and software maintenance as prescribed in this Agreement for a period of at least two (2) years. After such time the City of Lubbock may elect to continue maintenance under an agreement to be negotiated at that time. The City of Lubbock understands that all releases must be installed separately and that new enhancements, and some bug fixes, are not made available without accepting such releases. 14. MAINTENANCE SIRSI and the City of Lubbock hereby enter into an agreement for mainte- nance of the System described in the Maintenance Agreement attached hereto as Attachment H, for corrective, remedial, and preventive maintenance for Equipment and Software. 15 LIBRARY RESPONSIBILITIES The City of Lubbock 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 implementa- tion of the System. Once the installation has been completed, the City of r, Lubbock will manage and operate the System. rr s 19 16. FOREIGN COMPONENT INTERFACE The City of Lubbock is hereby authorized to purchase and utilize peripheral equipment supplied by third -party vendors, provided that said equipment will follow specifications as outlined by SIRSI. 17. NOTICES All notices given hereunder will be sent registered, certified or overnight delivery, addressed to the other party at the address shown in the first paragraph of this Agreement or such other address as either party may spec- ify in writing. 18. 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. 19. BARRIER -FREE ACCESS SIRSI will provide the CITY, upon request at any time during the life of the contract with technical assistance and guidance in the application of barrier -free devices to the use of the SIRSI by handicapped persons. 20 r IN WITNESS WHEREOF, the parties have caused this Agreement, which shall insure 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. IRSI Corporation City of Lubbock C • By � By: • Its: 4C'c P B. C. McMinn, Mayor ATTEST: SE iL-1� Corporate Secretary T: (:::: aynette Boyd, City Secretary APPR ED AS CONTENT: Jeff Rippel, Library Director ED AS TO FORM: Donald G. Vandiver, 1st Asst. City Attorney . 21 ATTACHMENT A Schedule of Activities* Date to Finish Party Responsible Tasks r 4 Joint Finalize Contract SIRSI Certificate of insurance r, { CITY Prepare purchase orders SIRSI Pre -installation Site Preparation Visit & Site planning Guide/ instruction CITY Site preparation SIRSI Site preparation inspection & certification G; Day Zero Joint Site preparation complete Joint Initial Training of staff SIRSI Deliver equipment Zero + _ Days SIRSI Install equipment Etc. etc. etc. r- f * NOTE: Library and SIRSI staff will confirm a Schedule of Activities within sixty (60) days of contract execution. This Schedule of Activities will be met by SIRSI if the contract is executed according to the above schedule and the CITY meets its obligations. 22 ATTACHMENT B guioment List. Prices DESCRIPTION PURCHASE I. Computer Room 1 IBM RISC/6000 Model 530H 41.5 MIPS, 10.9 MFLOPS Processor 8KB'Instruction Cache 64KB Data Cache SCSI Disk Controller 32 MB Memory 3.5" 1.44 MB Diskette 400MB Fixed Disk 2 Serial Ports 1 Parallel Port ,5. 2 670MB Internal Disk Drive Expansion 8,200'.00 1 SCSI Disk Controller Expansion 1,245.00 1 2.3GB Capacity 8mm Tape Drive 6,550.00 1 Token -Ring LAN Adapter 1,030.00 1 Remote Diagnostic Model 9600bps 795.00 4 Dial -in Modems 2400bps 2,600.00 1 IBM 3151 Console Terminal w/cable 750.00 1 Unlimited AIX Operating System License 11,750.00 1 Shipping and Installation 1,500.00 2 16 Port Concentrator 4,250.00 2 Async Cable incl. 2 Prt/Terminal Interposer incl. 1 56Kbit CSU/DSU (Digital Telephone Lines) 830.00 1 56Kbit 16-Port Multiplexer 4,380.00 1 MAU 8228 733.00 2 Optical Fiber Converter 8220 6,740.00 $ 82,853.00 Less Discount - (14,550.001 TOTAL COMPUTER ROOM HARDWARE $ 68,303.00 23 ATTACHMENT 8, continued Equipment List. Prices DESCRIPTION PURCHASE II. Mahon Library 1 RS/6000 Model 320H - 25MHz Processor - 8KB Instruction Cache - 32KB Data Cache - 16MB Memory - 3.5" 1.44 MB Diskette - 400MB Disk Drive - SCSI Controller Card - 2 Serial Ports - 1 Parallel Port 1 Token -Ring LAN Adapter 1 64 Port Terminal Controller 3 16 Port Terminal Concentrator (48 ports) 48 RJ-45 to DB-25 Adapters 1 Unlimited User AIX License 1 3151 Console 2 MAU 8228 2 Optical Fiber Converter 8220 6 IBM 240cps 80 column Matrix Printers 4,194.00 28 IBM 3151 Terminals 17,920.00 6 Caere Bar Code Readers w/pens 3,900.00 2 PS2/25 286 VGA Color PCs 4,590.00 1 Intermec Portable Inventory Scanner 1,880.00 with charger base, spare battery, and Unicorn Inventory/Circulation Software 6 Unicorn Emulation Software License incl. in soft. 5 IBM PS2/30 286 VGA Color PCs 15,750.00 w/1MB memory, 30MB Disk, emulation 5 IBM 240cps 132 column printer 4,495.00 3 IBM 650 LPM System Printer 9,750.00 $ 97,441.00 Less Discount - (18,350.00) TOTAL MAHON LIBRARY HARDWARE $ 79,091.00 24 ATTACHMENT B, continued Equipment List, Prices DESCRIPTION PURCHASE III. Godeke Branch Library 1 56Kbit CSU/DSU (Digital Lines) $ 830.00 1 56Kbit 16-Port Multiplexer 4,380.00 3 IBM 240cps 80 column Matrix Printers 2,097.00 10 IBM 3151 Color Terminals 6,400.00 2 PS2/25 286 VGA Color PCs 4,590.00 3 Caere Bar Code Readers w/wands 1,950.00 1 IBM PS2/30 286 VGA Color PCs 3,150.00 w/IMB memory, 30MB Disk, emulation i IBM 240cps 132 column printer 899.00 $ 24,296.00 Less Discount - (3,430.00) TOTAL GODEKE BRANCH HARDWARE $ 20.866.00 25 ATTACHMENT C Software List, Prices UNICORN COLLECTION MANAGEMENT SYSTEM (up to 300,000 title license) DESCRIPTION PURCHASE Bibliographic and Inventory Control $ 16,500.00 Authority Control 4,400.00 Enhanced Public Access (w/Bulletin Board and Dial -up) 5,500.00 Circulation Control 11,000.00 Acquisitions Management 4,400.00 Serials Checkin and Control 4,400.00 Bibliographic Records Loader 2,200.00 MARC Import/Export Utility 550.00 Unlimited User License (terminals and workstations) 9,900.00 (26) Customer Engraved Keycap Sets @ 70 ea. 1,820.00 Software Configuration/Setup 6,900.00 On -site installation and training (10 days) 8,250.00 Training/Travel Expenses (not to exceed 3,900.00 Bibliographic Record Loading (source: OCLC tapes) 3,458.00 Report Production Manager incl. TOTAL SOFTWARE/RECORDS LOADING/TRAINING $ 83,178.00 26 ATTACHMENT B C B & C ATTACHMENT D Price Summary ITEM 'PRICE Equipment $ 168,268.00 Software $ 83,178.00 TOTAL (EQUIPMENT AND SOFTWARE) $ 251,446.00 27 ATTACHMENT E Additional Functional Capabilities NOT INCLUDED IN THIS BASE CONTRACT, SIRSI could provide the following future enhancements to the library automation system at the prices/estimates below. DESCRIPTION QUOTE FROM SIRSI RESPONSE TO RFP I. Software Electronic Mail Retrieval Interface Manager RIM RIM Link to DRA (available 4th quarter, 1992) Reference Database Manager (one vendor license) II. Equipment Upgrade CPU from IBM Model 530H to IBM Model 550 Upgrade 38 Monochrome Terminals IBM Model 3151 to IBM Model 3164 Color Terminals Circulation Receipt Printers (5 each) Add one external 670MB Disk Drive w/Controller $ 1,100.00 11,000.00 5,000.00 8,000.00 ESTIMATED COSTS 16,800.00 29,640.00 2,600.00 3,280.00 28 ATTACHMENT F Payment Schedule and Contract Milestones EVENT % PAYMENT AMOUNT Contract signing 30% Completion of system installation and primary training* 25% Completion of testing through test 5 25% Completion of System availability examination ("final acceptance", as defined in the Proposal) 20% TOTAL 100% *Primary training defined as traini.ng on Bibliographic and Inventory Control, Authority Control, and On-line Public Access. 29 ATTACHMENT G Performance Standards and Requirements As the CITY exercises database and terminal expansion as outlined in the RFP according to Section 'G': Definition of System Performance Requirements. SIRSI warrants that the performance standards for data storage, response time and number of terminals shall continue, as set forth. Full -load performance tests are to be conducted according to Section 'G', as outlined above. Detailed scheduling of response times, relative to particular terminals and modules, will be outlined in a letter of clarification between SIRSI and the City of Lubbock to be attached upon completion in Attachment J. 30 ATTACHMENT H Maintenance Agreement Maintenance agreements between SIRSI CORPORATION (SIRSI) and City of Lubbock (Customer) are included as Attachment H - Part 1, Software Service Agreement; H Part 2, CPU Maintenance Agreement; H Part 3, Hardware Depot Maintenance Agreement. city of Lubbock hereby enters into these agreements for Software Service Maintenance, CPU Maintenance, and Hardware Depot Maintenance. Details of equipment items to be covered under these agreements will be completed after contract signing and before shipping and delivery, at the prevailing SIRSI rates. 31 f ATTACHMENT H - Part 1 SOFTWARE SERVICE AGREEMENT between SIRSI CORPORATION (SIRSI) CITY OF LUBBOCK (Customer) In consideration of the payment of the service fees pursuant to Section 2 and the mutual promises herein, SIRSI agrees to provide and Customer agrees to accept and pay for the services described in this Agreement, subject to the following terms and conditions: Section 1. Term. The term of this' Agreement shall be for one year from the installation date on Schedule A to this Agreement, and shall be automatically renewed for successive one-year periods unless notice of non -renewal is received by r, either party from the other not less than thirty (30) days prior to the expiration date of this Agreement. Section 2. Fees. Customer shall pay for the service hereunder at the rates listed on the attached Schedule "A". No change in SIRSI's software service fees, terms and conditions shall be effective prior to the end of the initial one-year term. Each year this agreement is in effect charges for Software maintenance hereunder may increase by no more than seven percent (7%) provided that written notice of each increase shall be made March 1 of each year. Section 3. Taxes and Duties. There shall be added to the service fees and other r^ charges of this Agreement amounts equal to any tariff, duties and/or sales or use tax, or any tax in lieu thereof imposed by any government or governmental agency with respect to the services rendered by SIRSI under this Agreement other than any r' such tax imposed on the income of SIRSI hereunder. Section 4. Coverage. The Software covered is that agreement SIRSI will supply r. Customer with any improvements or modifications (Enhancements) to the software which are announced by SIRSI to be generally available without charge to all users of the Software, including all related user documentation. Customer will furnish access to Customer's equipment and Software for the installation or loading of the r` Enhancements, which will be accomplished by SIRSI in cooperation with Customer. During the term of this Agreement, SIRSI shall correct or replace Software to remedy r any programming error which is attributed to SIRSI and which significantly affects i. performance of the Software. Such correction, replacement, and service will be promptly accomplished after Customer has identified and notified SIRSI of any such error in accordance with SIRSI's reporting procedures. Customer agrees to provide SIRSI with audit trails and other data, and with sufficient support and test time on Customer's computer system to duplicate the problem, and to verify that the error has been fixed. 32 Section 5. Hours. Service hours are Monday through Friday from 8:00 a.m. to 6:00 p.m. central time, excluding the following holidays recognized by SIRSI: New Years Day Memorial Day Independence Day Labor Day Thanksgiving (2 days) Christmas Eve Christmas Day. Section 6. Limitation of Liability. Customer's exclusive remedy for any defect in the Software for which SIRSI is responsible shall be to require SIRSI to repair.or replace the Software as described above. However, SIRSI cannot guarantee that all database errors can be corrected. Furthermore, SIRSI shall not be obligated to correct, cure or otherwise remedy any defect in the Software if the Software has not been properly installed, is not operated and maintained under normal conditions by qualified personnel, or is misused or modified without SIRSI's consent, or damaged, or if Customer has not notified SIRSI promptly upon discovery of a defect. SIRSI shall not in any event be liable for any loss of profits, incidental, special, exemplary or consequential damages to Customer, or claims or demands against Customer by any other party even if SIRSI has been advised of the possibility of such claims. SIRSI shall not be responsible for delays or failure to perform resulting from acts or omissions beyond its control or from events, acts or omissions attributable to manufacturers of the media on which the Software is delivered to Customer. Section 7. Tele-maintenance Hot -Line. Customer shall install and maintain for the duration of ;this Agreement a modem accessing Customer's Equipment in which the Software is resident. Customer will pay for installation, maintenance, and use of this modem and any associated telephone line. SIRSI shall use this modem and telephone line in performing its services under this Agreement. Such access by SIRSI shall be subject to prior approval of Customer in each case and such access will be solely for the purpose authorized by the Customer in the individual case. Section 8. Travel Expenses. Customer shall reimburse SIRSI for any out-of-pocket expenses incurred by SIRSI in connection with duties performed under this Agreement at Customer's request, including travel to and from the Customer's site, lodging, meals, telephone and shipping. Section 9. Proprietary Rights. Enhancements as may be provided under this Agreement shall remain the proprietary property of SIRSI. Any such programming and documentation provided under this Agreement shall be subject to the proprietary rights restrictions contained in the Agreement between SIRSI and Customer dated , 19_ (the "Software License /Equipment Sales Agreement"). 33 7 rW Section 10. Termination. In the event (a) of a breach by Customer of any of its obligations hereunder; (b) of a termination for any reason of the Software License Agreement; (c) Customer is or becomes insolvent or a party to any bankruptcy or receivership proceeding or similar action affecting the financial condition or property of Customer, or makes a general assignment for the benefit of creditors; or (d) of any modification of the Software by or on behalf of Customer without sirsi's prior written consent, then, in addition to any other remedies available, SIRSI may, at its option, terminate this Agreement. No delay or failure of SIRSI in exercising any right hereunder and no partial exercise thereof shall be deemed to constitute a waiver of any rights granted hereunder or at law. Section 11. General. This Agreement shall be binding when executed by the Customer ant 1625 13th Street, Lubbock, Texas 79401, and will be governed by the laws of Texas. The terms and conditions stated herein supercede all prior agreements between parties relating to the subject matter of this Agreement. This Agreement may be changed or modified only in writing and signed by SIRSI and Customer. 34 ATTACHMENT H - Part:2 CPU MAINTENANCE AGREEMENT — between SIRSI CORPORATIONS (SIRSI) and the CITY OF LUBBOCK (Customer) Summary of CPU Maintenance This agreement provides for on -site maintenance for equipment listed in Schedule B. SIRSI Corporation is the primary point of contact, to be contacted if problems arise. SIRSI will then arrange for the necessary corrective maintenance, including contacting the manufacturer, if necessary. Manufacturer's Terms and Conditions: the IBM Maintenance Agreement (MA Z125-3275- 02, 1/89) will apply. 35 Flu r+ ATTACHMENT H - Part 3 HARDWARE DEPOT MAINTENANCE AGREEMENT between SIRSI CORPORATION (SIRSI) and CITY OF LUBBOCK (Customer) In consideration of the payment of the maintenance rates pursuant to Section 3 and the mutual promises therein, SIRSI agrees to provide or to arrange for depot maintenance services on the equipment listed on the attached Schedule "A" (the "Equipment"), and Customer agrees to accept and pay for such services, subject to the following terms and conditions: Section 1. Term, This Agreement is for one year from the installation date on Schedule A to this Agreement, and shall be automatically renewed for successive one- year periods unless notice of non -renewal is received by either party from the other not less than thirty (30) days prior to the expiration date of this Agreement. r` Section 2. Eouipment Coverage. Effectiveness of this Agreement is contingent upon 4 proof that the Equipment meets SIRSI's requirements for normal operating condition as of the effective date of this Agreement. If an inspection is necessary to r- determine if the Equipment meets such requirements, Customer will be invoiced for the inspection and any necessary repairs at SIRSI's standard rates for travel expenses, labor and material. This Agreement is based on an assembly board replacement concept. Defective parts must be sent to SIRSI and/or its subcontractors and will be repaired or replaced by functioning parts of equal quality. SIRSI's and/or its subcontractors sole r responsibility under this Agreement shall be to repair or replace any parts of the equipment covered which are found to be defective. r. Return of parts or Equipment for repair will be made by the City of Lubbock to either SIRSI or its local subcontractors. If repairs require shipment to SIRSI headquarters, shipment shall be freight prepaid and accompanied by a SIRSI Corporation Return material Authorization Number, which shall be clearly visible on Customer's shipping label. Return of parts or equipment contrary to this policy will result in the material being refused. A SIRSI Return Material Authorization Number can be obtained from SIRSI at the address and phone number printed on this !� Agreement. Upon completion of repairs, SIRSI Corporation will return material directly to the Customer, via UPS or equivalent ground transportation, at Customer's expense. The City of Lubbock will deliver and retrieve all parts or equipment which receive repairs from SIRSI's local subcontractors. r- 36 SIRSI shall not be liable for (a) any damage or defect caused by injuries received in shipment or any damage caused by unauthorized repairs or adjustments (risk of loss or damage to the Equipment shall pass to. the Customer upon delivery by SIRSI Corporation to the carrier): (b) repair, damage or increase in service time caused by Customer's failure to continuously provide a suitable installation environment, including but not limited to, the failure to provide, or the failure of, adequate electrical power, air conditioning -or humidity control; (c) repair, damage or increase in service time caused by accident or disaster, which shall include, but not be limited to, fire, flood, water, wind, lightning, power surges, transportation neglect, misuse and alteration, including, but not limited to,any deviation from the original physical, mechanical or electrical design of the Equipment, or maintenance by any party other than SIRSI or its authorized subcontractors. (d) any damage resulting from improper use of the Equipment; and (e) complete replacement of Equipment which, in SIRSI's judgment, has become nonrepairable due to wear from normal life usage, or abuse. Repairs necessitated by damage resulting from conditions not covered by this Agreement and which SIRSI elects to perform will be billed to Customer at SIRSI's standard time and material rages. Section 3. Hours. Service hours are Monday through Friday from 8:00 a.m. to 6:00 p.m. central time, excluding the following holidays recognized by SIRSI: New Years Day Memorial Day Independence Day Labor Day Thanksgiving (2 days) Christmas Eve Christmas Day Section 4. Rates. The maintenance rates payable by Customer may be adjusted effective at the beginning of any renewal term after thirty (30) days' prior written notice to Customer. Each year this Agreement is in effect, changes for hardware depot maintenance hereunder may increase by no more than seven (7%) percent, provided that written notice of each increase shall be made March 1 of each year. Section 5. General. This Agreement shall be binding when executed by the Customer at 1625 13th Street, Lubbock, Texas 79401, and will be governed by the laws of Texas. ATTACHMENT I Source Code Agreement See section 4Q, Right to Source Program page 12 of Contract. 7 t 38 ATTACHMENT J Clarifications As referenced in Attachment G, SIRSI and the City of Lubbock will provide details -of full -load performance tests as a letter of clarification to this Agreement. 39