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HomeMy WebLinkAboutAgenda Statement 1979/05/08 Item 07CITY OF CHULA VISTA COUNCIL AGENDA STATEMENT Item No. ~ For meeting of 5/8/79 ITEM TITLE RES0LUTI0N9jr(P~ -Approving Agreement with DataPhase for the Sale of Automated Library Information System SUBM TTED BY City Attorney ITEM EXPLANATION (4/5TH S VOTE REQUIRED YES NO ) The Council has heretofore by resolution No. 9451 accepted the bid of Dat Phase for the Installation of the computerized library information sys em. The agreement has at last been ;worked out with DataPhase specifying the obl'gations of all of the parties as to the delivery, setup, operation and training of personnel for the system as well as financial aspects of the phased payment for the system. The agreement which is ready fc~r action by the Council provides, among oth r things, as follows: 1. A description of the hardw re and software being acquired. 2. A schedule of delivery pro iding for initial delivery by May 17, 1979, but not later than J ne 5, 1979. 3. A program of installment p yments to DataPhase by the Bank of America commencing within fifteen ays from the date of delivery and proper mechanical functioning; a econd payment on August 15 and the third and final payment at such ime as the City of Chula Vista authorizes. 4.Warranties of fitness are provided therein. 5. A maintenance contract of 1155 per month is established, including the time periods wherein m intenance will be provided on an almost daily basis. Agreement X Resolution x EXHIBITS Ordinance Plat Notification List Other ENVIRONMENT{~L DOCUMENT: Attached Submitted on ~~ FINA CIAL IMPACT The City shall make an initial payment of $20,000 and thereafter shall pay to he Bank of America, under the lease/purchase agreement, the sum of app oximately $24,000 per yearjover a seven year period.. i STAF RECOMMENDATION App ove Resolution. BOARD/COMMISSION RECOMMENDATION COUNgTL ACTION V G~ __... __ _______._ V r3 ~'~'~ ~ ~ ~~ ' SUPPLEMENTAL PAGE 2 AGENDA ITEM N0.7 FOR MEETING OF 5/8/79 6. 7. 8. 9. training program for the dhul 'th the understanding thatltheanumber andrdurationfofstrainingshed s ssions will be sufficientto fully train the staff by September 15, 1 79. A project manager is assigned. 0 ligations of the City of C ula Vista are set forth, including n cessary on-premises instal ation site. D tailed conditions of defau t on the part of both parties are f lly set forth in Sections 4 and 15. 10. A~program license agreement ~or the software aspect is incorporated a Exhibit A. GDL:j~s 95~p ~xHiair A PROGRAM LICENSE AGREEMENT THIS PROGRAM LICENSE AGR May, 1979, by and between DAT (hereinafter sometimes called California not-for-profit cor "Licensee"). ENT made and entered into this 15th day of ASE SYSTEMS, INC., A Missouri cor~~oration icensor") and Chula Vista Public Library, a atiori (hereinafter sometimes called the WITNESSETH: NOW in consideration of the mutual promises herein contained, the parties hereto do hereby agree as follows: 1. License. Licensor her~'by grants to Licensee, effective as of May 15, 1979, (a non-exclusivellicense to use the Licensed Program (as I hereinafter defined) for the p~.rposes in the manner and subject to the terms and conditions set forth herein. 2. Term. The term of thi~ Program License Agreement shall commence on i May 15, 1979, (unless otherwis~ agreed by the parties), shall continue for an initial term of one (1) yea, and shall continue thereafter until termi- nated as provided herein. Thi~ Program License Agreement shall be deemed to be renewed and extended for terms of one (1) year each, unless Licensee shall notify Licensor in writi g of its intent to not renew this Program License Agreement, within nine y (y0) days prior to the expiration of any such term or extended term. 3. License Fee. Licensee hall make an initial payment to Licensor, as provided in this Agreement i~he sum of Thirty Thousand Dollars ($30,000). Thereafter, prior to the commencement of any extended term thereof, Licensee shall pay to Licensor, an annual license fee of One Dollar 01.00). ;~b ~+. Licensed Program. The Licensed Program shall be the Computer Program which is a component of the Library System as of even date herewith by and between Licensor basic and related materials pertinent to said source tapes and listings in machine readable thereof and any updated program or program po: Licensee by Licensor. described in the certain Agreement and Licensee, and shall include computer program, including or printed form, all copies. ^tion hereinafter furnished to 5. Medical Information Technology, Inc. Concurrent with the approval of this agreement, Licensee shall execute and enter into a Computer Program Property License Agreement with Medical Information Technology, Inc. in substantially the form attached hereto as Exhibit 1. Within five (5) days following the installation of the Equipment,. Licensee shall pay to Licensor the fee of $10,000. required by the Computer Property License Agreement. It is specifically agreed by the parties hereto, that with respect to the duties and obligations of Medical Information Technology, Inc., under said Computer Program Property License Agreement, Licensor shall perform and be responsible for the performance of -said duties and obligations including, but not limited to the responsibilities of Medical Information Technology, Inc., for installation, training and modification. 6: Permissible Uses. Licensee or its assignees may use the Licensed Program to copy any portion of any Licensed Program from storage units or media into equipment for processing, or to use any Licensed Program in the course of the operation of any Licensed .Program,. such use of the Licensed Program shall only be in connection with equipment which has been leased or sold to Licensee or its assignees by Licensor and in connection with the operation of a computerized library information system, sold to Licensee, by Licensor; further, such use of the Licensed Program shall be solely in connection with the normal business operations of Licensee or its assignees and in connection with the provision by Licensee or its assignees of library services to its patrons. ~Sgb 7. Copies - Limitations. Licensee agrees not to make any copies or partial opies for the purpose of supplyting them to others, of the Licensed Program or ny computer tapes, discs, or ot~ier materials furnished to Licensee or its ssignees, by Licensor, specific'a,lly for use in conjunction with the Licensed rogram, and agrees to return toj Licensor, within ten (10) days following any ermination or failure to renew I~Ithis Program License Agreement any and all i opies or partial copies of theLicensed Program, which it may have in its I ossession or which it may have made or which it may have allowed to have been ade, during the term hereof. ', 8. Ownership. Any statement herein to the contrary notwithstanding, the icensed Program is and shall be for the term of this Program License Agreement nd all renewals and extensions I~thereof, the sole and exclusive property of icensor. 9. Warranty. '~, a. Licensor warrants t It the Licensed Program, when properly ed by Licensee in conjunction frith equipment that is leased or sold by censor to Licensee, shall provide to Licensee, for one (1) year from the stallation thereof, a Library System described in the certain Agreement of en date herewith by and between the parties hereto. b. Licensor does not wa~rant against claims by third parties and it hall not be liable to third parties and it shall not be liable for loss or amage arising out of circumstances not subject to its control, such as: proper use or maintenance, actjs of Licensee or any other person not employed ~~ Licensor, NOR SHALL LICENSOR ~BE LIABLE FOR CONSEQUENTIAL DAMAGES, INCLUDING THOUT LIMITATION, LOSS OF USE OF THE EQUIPMENT, DAMAGE TO OTHER PROPERTY OR OF PROFITS. This warranty,'iwhich is given .only to Licensee, IS GIVEN i SSLY AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING IES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ~ S ~ ~O 10. Confidentiality. Licensee acknowledges that the Licensed Program is proprietary to Licensor and has been developed as a trade secret at Licensor 's expense. Licensee agrees that it shall hold and use the Licensed Program in the same manner as it would deal with its own proprietary information and trade secrets. Licensee shall not divulge, nor permit any of its employees, agents, or representatives to divulge any data or other information with respect to the Licensed Program, the technology embodied therein or any other documenta- tion models, descriptions, forms instructions or other information relating thereto, except as specifically authorized by Licensor.,, in writing. If Licensee or its assignees or any of its employees, agents or representatives, without proper authorization from Licensor, shall attempt to use, disclose or dispose of the Licensed Program or any of its aspects or components or any duplication or modification thereof in a manner contrary to the terms of this Program License Agreement, Licensor shall have the right, in addition to other remedies which may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies available to Licensor are inadequate. 11. F~nployee Compliance. Licensee agrees that it shall cause its assignees and each of its employees, agents, and representatives, who shall have access to the Licensed Program pr any of its aspects or .components or any duplication of modification thereof during the course of its employment, agency or representation to execute an instrument, in a form approved by Licensor, which shall acknowledge his awareness of, and agreement to abide by, the. provisions of Section 10 hereof, Licensee and its assignees shall immediately notify Licensor in the event that it believes or has reason to believe that any provision of Section 10 or Section 11, hereof, has been, or is about to be, breached. ~ ~~~ 12. .Remedy. In the event of the breach by Licensee of any of the terms and conditions of this Program License Agreement, tren at any time thereafter, the Licensor shall have the rig$~t at the expense of the Licensee to establish its control over the method and~Iform of use of the Licensed Program, ir, every respect.. In addition, Licensorl~shall have all other rights and remedies .which i may be available to it at law o~ in equity. 13. Assignment. Neither p~.rty shall have the right to assign its rights or obligations under this Progr~.m License Agreement without the written consent of the other party. 'i 1~+. Maintenance. Licensor~'~shall provide to Licensee, and Licensee shall purchase from Licensor, during fthe term of this Program License Agreement and any extension or renewal hereof, except as limited by Section 15 hereof, for a purchase price of Two Hun~3red Fifty Dollars ($250.00) per month (a) correction of any program errors reported in writing by Licensee or verified by a qualified employee of Data~Phase Systems after the commencement thereof and; (b) such updates, correctil~pns, amendments and enhancements to the Licensed Program as may be developed frolXn time to time by Licensor. Said price payable by Licensee may be increased, b~ Licensor, at any time after one year from the date hereof, at a rate not Ito exceed fifteen per cent (15%) per annum; i (c) Licensor shall bear the cosl~t of telephone calls to Licensee's computer should such capability be madeavailable and found to be necessary for software investigation or correction. I~ 15. Modifications by Licensee. a. Licensee shall have the right to modify the Licensed Program, upon the giv7.ng of ten (10) dayis written notice to Licensor, and except as provided in Paragraph 15b hereof, the warranty of Licensor set forth in Paragraph g hereof, shall be null and void and of no further force and effect, as to the portion of the Licensed Program which has even so modified. ~~~~ b. In order for the Warranty of Licensor to be extended to modifications to the Licensed Program proposed by Licensee: (1) Licensee shall provide to Licensor sufficient information and documentation for Licensor to fully evaluate the effect of said modifications upon the Licensed Program; (2) Licensee shall reimburse Licensor, at Licensor"s standard hourly rate then in effect, for the time and expenses of Licensor, in making such evaluation; and (3) Licensor shall, within a reasonable time, provide its written consent to the extension of its warranty to the modifications proposed by Licensee. c. If, and in the event, that modifications to the Licensed Program, made by Licensee, as to which the Warranty of Licensor has not been extended, shall disclose defects in the warranted portion of the .Licensed Program ,not previously apparent, then Licensor, at its own expense, shall correct said defects. d. Any maintenance or corrections made to portions of the. Licensed Program as to which the warranty of Licensor has not been extended, shall be made by Licensor, if requested by Licensee, at the expense of Licensee. 16. General. a. Any notices required to be given under this Program License Agreement shall be deemed to have been given when the same have been mailed, certified postage prepaid to the respective party as follows; Chula Vista Public Library Attn: Mr. Bradley Simon 365 F Street Chula Vista, California 92010 DataPhase Systems, Inc. 3770 Broadway Kansas City, Missouri 61+111 Attn: Sheldon P. Roufa, President b. phis Program License Agreement shall be construed and enforced according to the laws of the State of Missouri. ~5~~ -l c. The failure of eit'~er party to require the perforr.ance of any term or obligation of this Program License Agreement or the waiver of either party of any breach of this Program License Agreement, shall not prevent a subsequent enforcement of such ~term or obligation or be deemed a waiver of any subsequent breach. ', IN WITNESS WHEREOF, the patties thereto have executed this Program License Agreement this day and ear first above written. r a CHULA VISTA PUBLIC LIBRARY A'1"1' ~'S`I' : City Clerk ~~~_ ~ ~~ , Mayor of the City of Chu Vista :1'1"1' I: S'1' q5$~ EXHIBIT ~_ MEDICAL INFORMATION TECHNOLOGY, INC. MIIS PROGRAM PROPERTY JOINT LICENSE AGREEMENT AGREEMENT made this 15th ' day of MaY , 1979 by and between MEDICAL FORMATION TECHNOLOGY, INC., a iCOrporation duly organized and existing under the laws of The mmonwealth of Massachusetts and havi g its principal place of business at 255 Bent Street, Cambridge, ssachusetts 02141 (hereinafter called "MEDITECH"). and D taPhase Systems Inc. d ly organized and existing under the laws it principal place of business at 3770 Br (hereinafter called T e Chula Vista Public Libra or anized and existing under the laws o' ha ing its principal place of business at (hereinafter called ca led "Licensees." In ag 1 a corporation ~f the State of Missouri and having ~adway Kansas City, Mo. 64111 )ataPhase )together with °y a public library the State of California and 365 F Street Chula Vista. CA 92010 hula Vista Public )together hereinafter collectively WHEREAS MEDITECH is the developer and owner of a computer program named "MEDITECH erpretive Information System" (MIIS) (MIIS STANDARD) as specified in Exhibit I attached to this Bement, the executable version of which, and any physical embodiment of such version, and related :umentation being together hereinafter called "PROGRAM PROPERTY," and WHEREAS Licensees ;ire to obtain from MEDITECH the rightto use said PROGRAM PROPERTY. NOW THEREFORE, the parties hereto hereby agree as follows: DELIVERY -MEDITECH agrees to d liver to the Licensees on or before June 14, 1979 an executable version of and documentation for the PROGRAM PROPERTY for use on a Data General NOVA 3/D computer, serial number configured as specified in Exhibit I I, loicated at Chulu. Vista, California ~~ 6. RESPONSIQILITIES OF THE LICENSEES a. Licensees agree to store the PROGRAM PROPERTY in a secure place and to limit access to any and all PROGRAM PROPERTY to those of their staff or employees (or the staff or employees, of any legal successor to either Licensee) who must have access to such PROGRAM PROPERTY in order to properly use the PROGRAM PROPERTY. b. Licensees agree to notify MEDITECH promptly and fully in writing of the circumstances con- cerning any possession, use or study of the PROGRAM PROPERTY by any person, corporation or entity (other than Licensees, their agents or employees or Licensees' successors) including but not limited to, the name(s) and address(es) of such person(s), corporation(s),orotherentities. c. Licensees agree that they will not, during the term of this Agreement or at any time thereafter, . without written permission of MEDITECH; (1) Copy, duplicate or permit any other person, corporation, or other entity, including Licensees' parents or subsidiaries, if any, to copy or duplicate the PROGRAl1/I PROPERTY or any part thereof, except to the extent required for creation of back-up copies of those portions of the PROGRAM PROPERTY that could be erased or altered by accidental malfunction of the designated computer system. (2) Create, attempt to create, or permit others to create or attempt to create, the source program and/or object program from the PROGRAM PROPERTY or other informa- tion intangible or intangible form supplied pursuant to this Agreement. (3) Use the PROGRAM PROPERTY, or any part thereof, in any computer other than the computer in which it is originally installed, except that, if such computer is replaced with a compatible unit, MEDITECH agrees that it will arrange to have the PROGRAM PROPERTY transferred to successor machines at MEDITECH's standard rates for such services, it being the object of this clause to restrict the use of the PROGRAM PROPERTY to only one computer at any given time. The responsibilities and liabilities of the Licensees under this Agreement shall be separate and not joint, and each Licensee shall be responsible only for its own acts or omissions and those of its agents or employees, and not for the acts or omissions of the other Licensee or its agents or employees. 7. RESTRICTIONS ON TRANSFER The rights granted hereunder are granted to the Licensees only and are not assignable to any other person or entity including without limitation any parent, subsidiary or other affiliate of Licensees. b. The PROGRAM PROPERTY shall at all times remain the property of MEDITECH subject to the provisions hereof and no license granted hereunder shall carry with it the right of repro- duction, sale, lease, sublicense or any other transfer or disposition of the PROGRAM PROPERTY or any portion thereof by the Licensees except as explicitly outlined below: (1) Upon the transfer of substantially all of the assets of either Licensee to a successor, this license agreement and the rights of Licensees hereunder may be assigned to such successor organization. (2) Upon the merger of either Licensee into another organization, this license agreement and the rights of Licensees hereunder may be assigned to such organization. 8. This Agreement shall be binding upon the heirs, successors, and assigns of the parties hereto. ~,~~4 1 For License Agreement exhibit I I. MIIS Lessons 1. Lesson 0 - Introduction & Chronplogy of MIIS Features 2. Lesson 1 -Data Typesliand .Operators 3. Lesson 2 -Program Cr a n on and Editing 4. Lesson 3 -MIIS Comma ds 5. Lesson 4 -MIIS Funct ons and Reserved Words 6. Lesson 5 -MIIS. Data ~iles (globals) and Disk Structure II. Programming Utilities ', A. Program 1. $E -Editor 2. %P -List ~, 3. %PP - Print ', 4. %PC - Copy 5. %PF - Find 6. %PS - Search 7. %PT - Transfer B. Global I. %G 2. %GP 3. %GE 4. %GT 5. %GB 6. %GC '~ List List by Poin~~ter Search and Edit Transfer ' Block View Continuation) Chain Trace C. System ', 1. %SS - Status !, 2. %SI - Inquiry ~~ 3. %SL - Loading Measurement 4. %SJ - Job Watch 5. %ER - Error Monit r 6. %BT - Block Ta11y~Display D. Time & Date ', 1 %T - Time Number~l to String . 2. %TR - Time l String to Number 3. %DR - Date •String~to Number 4. %DY - Date Stringlto Number 5. %DT - Date Number~to String 6. %DM - Date and Tirrhe Header 7. $DT - Date Numberl,to String yw~ E. Miscellaneous 1. %TP - Paper Tape Punch 2. %TV - Tape View 3. %TT - Terminal Test . 4. %MX - Mailbox 5. %CD - Create Documentation 6. %DC - Display Documentation 7. %OD - Octal/Decimal Conversion & Core~Dump 8. %MT - Mag Tape Error Analysis III. Operati ons Utilities A. Sys tem Interrogation 1. .COP - Print System Constants 2. CHK - Check System Status 3. XCT - Caretaker/Error Monitor 4. .MAP - Free Count by Cylinder . B. System Modification 1. CON - Edit System Constants 2. PRG - Set-Reset Devices Programmable 3. DEV - Edit Device Status 4. STD - Set Time and Date 5. NYE - Reset Time/Date for Quantum Changes 6. PW -Password Edit & List 7. FC -Set Incore Free Count Estimate. 8. LBL - Label Disk Pack 9. PTS - Patch the Operating System 10. %X -Load $ Space 11. INI - Disk Pack Initialization & Block Steal 12. IPL - Initial Program Load. C. Data Transfer 1. DMP - Disk to Disk Dump D. Miscellaneous 1. BT -Compile and Print Block Tally 2. XMT - Send Message to Device IU. Documentation A. 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INVOICE TO: BUYER) INSTALLA710N LOCATION .~ Ir CITY CITY STATE ZIP + STATE ZIP CONT:,CT CONTACT TELEPHQ+~lE • TELEPHONE Buyer agrees to purchase and Oata G_nerat Corporation (OGC) ages to furnish at the Installation Location specified maintenance service on the eQuip ment listed in 2 cordance with the terms and conditions specitie on the reverse side hereof. - 4 - Initial Term Fro l9 To ~ 9 - OTY. }.IOD L NO. SERIAL NO. DESCRIPTION :. • 1.tONTHLY UNIT CHARGE CHARGE • - ~, • .: •- _ - !~ - - ,. _ . ' I , . _ BASIC MONTHLY CHARGE - - - _. _ __ _ s .... .. . .::.. _. • _ .. - TOTAL MONTHLY CHARGE - Principal Peri of Maintanance.(PP~,1) - A. M. - I P. M. Mon. -Fri. (Excluding Legal Holidays) Contracted P riod of Maintenance (CPM) A. M. _~_P. M. Mon. - (Excluding Legal Holidays) Buyer represe its that he has read this Agreement, including the terms and conditions on the reverse side, understands it• and agrees to bs bound theret BUYER ~ ', DATA GENERAL CORPORATION -. __ _ ACCEPTED BY: BY: - . NAME NAME TITLE T17LE • • DATE DATE t .. ~~ 1.1• + h?yet opal sub;E secu Fnda i.t~n s!ull Prmc 2. AL SyS:f brna' nett Bt e4hE an e exp+ co AyrE and 0'. sion vice mer 3. TI bet th:s Srxt 4. 5. to a ~, .. „ • .. J ~ .. t~N-CALL S~RYICc AGRE~I~I~NT SCO?E Or .aGREE1dcNT th9 rnt?n! pl lhrs Agseem?nt that OGC vrill main!am lit e.u~D"°nt eOvered ;Cer rn good cpc:a0ng con~,5on, furnish Remed~zl ~,t3+n!9 erica during th., Prin• ~enod ~::.:z~n;chance, and he responsive t~ the ma•ntena Ce ne_CS o! the 3uyer a tc t^_ con,,+bo^.s h?re+r. Tn? Pnncrpal Period of l,tair.t?^ :re n,a/ be any con- ve 2+;,'tt rows. 5?ieU°d Gy lnd Buyer. b?t:•re_n 6 a m. and p.rn. R,'onday through I?5,t hol~d9)'S excluded. Ex!ended cov_rage Ceycnd (~ > Pnrc•pa: Period of enance is a r]~1abr° ro the 9uyer with DuC's p: for apprcval. Su.:h =t:ended period >>_ Cer^,na:ed Gne Con;ract~ Parind of :.ta~ntenanc° a d wt fnclud°_ t`e entire pat Paned of r.:aint?nance. EliGli3lLlTY A11 OGC supplied equipment at the Instaita:ien Loca!io comprising a single n shall Ce +nc!ud°d undar this Agreement. A srngt° syste is dehn=_d a; a com- on of DGC suppled equipment contarn,rg a c?ntral pr censor and intercon- d by posy?r or s;gnat cab:ei or connechors. ECu~pn'ert winch, immed+ately prior !^ the effective d'; of this Agreement is (a) cover?d under a DG~ Erd User or OEM Initial Wtarren y or (b! cov>_rzd under istrng DGC Service Agreement is eGgibte for inclusion uhd chi; Agreement upon , aeon of such DGC \Varrznty or Service Agreement Equipment which, immedia!ely prier to the effective da a o! this Agreement is ed urd.r a OGC OE~t Supptsmenlary VJar:anty is eligible for inclusion ender this ~ment witrout irsp?ction Cy DGC r: the Buyer has taken L e OEtit Irn;ial Warranty ~Er,t Suaptem=ntzry Varrany ecnseeu!ivaly. All o;h?r equ~~m _nt is su:,j _ct to inspection and approv t by OGC prior to inctu- under this Agreement Buyer shall pay the ;hen pr=_vait+ng GC Ncai•Contract Ser- Ratas for such rns~eclion and for aU parts and labor requ ed to place the equip- in good cperzLng Condii:cl - . •TER'tl OF AGRe'E!*teNT ? In+hal Term o; :his Agreement is as set !arch on thz never a side her~f, and shall it a period no! less than three months. Following th> expir (ion of Use Initial Term, 0.,reerrent shall ccntmue indefinitely suD;•ect to t>_rmirah n by either party upon days prior wnisn novice. DGC RES?OyS151lITlES Provide R?r-?dial i.farn!erance during the Contracted Period of t:faintenance i rohfied (`tai the E.:,uipmert is inoperatiw_. DGC wdl ror:-i fly respond to a tail for >.dizl service within the next four hears o! the Contracted Period o! ti!aint>_rance. :ded the les!z!IaGen Lccation is :vithin fitry micas of a D C S=_rvice Center. DGC use its b?st etfoas to respond to s_rvice requests b?yon. fiat; mil?; from a DGC ice Cen:?r, Prov,de Preventive !lain!enance during the Pricclpat P' icd of rrSairtenance at a e?ncy so?,i:+ed by standard DGC p^licy at times zy:tea !?'.o ~oih parties. Pre- ive (.taint?r•.znce may Ce performed corcurrent!y with Re ,°d~at :'r!aint?rancz. I. Prov.de all labor, pans. znd equipment modilica;ions C C deems necessary for ntaining th? equipm=_nt in gxd operating cond+tion. All par s wit{ be famished on an 'range DaSrS 2nd wiU b? new standard parts cr parts of equal quatr:y. All parts oved for replacem=rl OEtcomf+ tna property of DGC. . CHARG'cS 1. The charges set torch in this Agreement are subject t char.^,s by DGC at any !oltowirg ;he eYpira;ion at the Init+al Terry or hve;vs r„o ;hs, wh;ch~~ar shall tryst ur, u~oa sixty days prior written rohcs. ). Th° mirnmam Basic tilonthty Charge is 5150 per mo th (S225 for Installation ations beyond tC0 mii_s from a DGC Service Censer). J. Ins;zllabon Locations beycnd 100 mites from a DGC S rvice Center are subject monthly mil>zg° surcharge o! S150. Installation location beyond 300 miles from GC Service Cen!er are subject to a monthly mileace sun harge of S225. q. S°rvice p°rrorm?d Outside the Con±rac;ed Period t t.tamtenance shat) be ~:gsd at tti? then prevailing DGC Non-Con;:act S?rvice R ten. ). The Total ~ tonn!y Charge wilt be invoiced monthly in advance and is due znd ratite u;.on r?ceipL Charges for services provided outsid the scope of this Agree- nt are dug and payable upon receipt of invoice. ). All Chzrg>_; are exclusive of all import duties, custom ,federal, state, municipal ether governr-?nt excise, sates, use, occupational, or I:ke taxes which shall be the ponsrbit+!y of °uyer. ;). Faitur? o. Buy°r to paY when due any charges incur ~ from DGC shall con- n,te sufhr_i~nt cause for DGC to suspend or t?rmina!e serv c° under this Agreement add+tion. Buyer 2grees to pzy all costs involved in colt ling overdue accounts auding reasor.aC'e zt;orney's tees. I EXCWSIONS OGC's cbl c,~uon to provide maintznarce service her prop°r we of as equipment and does not cover eq rhed vntnout OGCs zDProva{ or which has Ceen subjec (real sty?:> OGC shat) net be oblige(=_d to lurnrsh main _ment: 1, rt zdlus;ment, r?pair or pails replacement is requ ne0lsct, misuse, improper pro~ramminp. lath. honing. hum+dAy r~a;rot. bansp~rra;ion, or u 2. rt l:i? f:qu:prnur.: rs mamta+red cr repa:red, C th~ egos,^.n+_nt ate rtada, by o!ner than U: approval o! DGC. 3. it the equ+D:TT~nI i; ei;h=r removed Isom its rain> JII•td •rrilho~.rt Ir.e Dncr written notnc~ab 4. i! the r ;u:pment in DGCs r~asonah'e oprroc If mach(?ranee service is required as.a result or repairs yell b° mzd~ at !h2 then pr9vadrng DGC Nor g). Maintenance services do hat ncludec 1. operating su??t+es o:. acczs.orzs includoc packs, paint or refinishing the equipment or pose. 2. asec;rical work external to :he egwpment or n nations, attachments or ether devices not tors noted on the averse side hereof. - ?. ACC~SS TO EOU1Ph1ENt The Buyer shall provide, at no charge to DGC. lull : cov?red hereunder; w~~ king s?ace: adequate tacit:( from foe equipment: and use of any machin=5. alta< men( necessary to provide the sp?cified main:enanc 8. MOVEMEHTOFEOUIP!.tENT Equipment cover=d under this Agreement moved the contiguous 43 United Stases or Canada shaft cc Buyer shalt g~:e DGC at (east thirty days written nob reszrves the right to sup_rvise the dismantling, pact merit and to inspect and reinst:,Il the equipment al 1 Buyer shall be char3ed for zit such work performed b Non-Contract Service Rates. The Total r,!orlnly Chart the sy~'.em is dismantled and rernstatc-d on the day the new Installation Lccation. EGuipm?nt moved to a subject to applicable minimum monthly and mfleag~ 9. CHANGES IN EOU1P?,1ENT . A). DGC supplied equipment added to Cquiprr added to chi; Afire=merit as the appGCable warranty irg rlonCnly Charge. B). Equipment which is removed from and no to equipment cov?red hereunder, may be d?°e:e6 ;,y t^•. sixty days prior :vntten ro:ice. The Tctat rvlon;fitly Cha dztetion o. such egwpmenl • 10. G=NERAL A). EXCEPT AS SPECIFIED HEREIN DGC EXPRESS OR Itv1PLtED WITH REGARD TO THE Sr. V10EG HEREUNDER, INCLUDING ALL VlARRANTI FITNESS FOR INT'cNDED USE AR~S{NG OUT OF OR FORMANCE 0= 7HIS AGREEMENT. B). BUYER AGREES THAT DGC V/SlL NOT I IND:R~C7 OA CO:rSEOUErtTIAL DA~SAGES HER LIivIITEO TO TFiE LOSS OF DATA OR INFORMA' CAUSED. C). It eil'n=r party shah neglect or tail to parlor,:, ; if any assignment shall be made of its business for t trustee in bankruptcy or simi:ar otircer shall b° appoi its property, or it either party is adjudged a ban remedied within t:venty days alter written notice, tRE terminate this Agreement D). Any terms and conditions in any purchase o. Buyer in connection with this Agreement which are with the terms znd conditions of this Agreement she merit znd shall not be binding on DGC. E). Neither party shall assign this Agreement vii the other party. F). Any notice required or allowed under this Age given it ma+!?d pos!age prepaid to the Buyer at the u hereof or to DGC al Route 9, \Vestboro, r:lassachusf Operations. ruder is contingent upon G). This Aywement wilt be goy?med by the taw pinch( which has been lion Loca!ion is s+tua:ed. d to unusual phyvcal or H). This Agreemer,! rnnta+ns the entire agreer Hance ser•nce undar this mod:hci:rcn. ad•^.+t~on. or waiver o. any of the tern eft?chve urte;s m tent+ng specifying tn? ctause or ~ 'd because oI accident authors>_ed representative of the party against whey ~S~ ~0 Revised 4-18-79 Li} Te; to mo sh qu Sy th on in pr ACCEPTANCE TEST PLAN A. The criteria fokr acceptance of the system by the rary shall be as set forth', in this Section as the Acceptance t Plan. B. This Acceptance] Test Plan will require operation of System for the Library. C. The Acceptancel,Test Plan shall include an acceptance t period of not less thanithirty (30) consecutive days, with no e than three and one-halfpercent (3-1/2~) downtime. DataPhase 11 have a period of not mgre than 180 days to satisfy this re- rement. D. The acceptance'Itest period shall begin when DataPhase terns, Inc. gives the Chub Vista Public Library written notice t the System is installed land fully operational, which event .11 occur on or before Jun 5, 1979. E. Progress Report - Require verbal and written reports the status of the project covered by this agreement on a monthly serval basis until the acceptance test period has been completed. ~thiy on-site visits by Da~aPhase personnel shall be required .or to the completion of t e acceptance test. F . I f , upon compl th System meets all accepta if the City Librarian and/or Sy tern pursuant to subparagr Li rarian and/or City Manage of the System in writing.' G. If the total S t ree and one-half percent ( M Hager agree to review the a ion of any major errors. M Wager's opinion, any error s stem, he may exclude its d 1 tion. H. Options i the acceptance test 1 0 day limit: tion of .the acceptance test period, ce criteria as set forth herein, or City Manager agree to accept the phs G an3 H following, the City shall notify DataPhase of acceptance stem downtime as defined herein exceeds -1/2~), the City Librarian and/or City espective maintenance logs for evalu- f, in the City Librarian's and/or City is not characteristic of an ongoing wntime from the total downtime calcu- availa le to the Chula Vista Public Library crite~ia are not fully satisfied within the 1. Right to termi ate this Agreement without liability and declare DataPhase in breach of this Agreement, and is entitled to remedy set forth in this Agree- ment. 2. Right to accept the System as delivered and demon- strated. !, 3. Allow DataPha~e to alter or modify the hardware con- figuration orlthe software to enhance DataPhases' ability to melt the acceptance criteria, and restart or extend theacceptance test. 4. Restart or extend the acceptance test. 5. Mutually agre to amend the provisions of the Acceptance Te t Plan. L At any time during the acceptance test period, the City arian and/or the City Manager may choose to accept the System. ~~~ To o so, they shall notify DataPhase in writing that DataPhase has successfully completed the acceptance test. Upon DataPhase's rec ipt of said notification the acceptance test period. shall be dee ed to be over and the System is accepted. I. During the acceptance test period, the Chula Vista Pu lic Library shall be respo Bible for operating the System, de ecting errors and notifying DataPhase of System failures. J. If the System fails due to the negligence of the Li rary or its agents, the tune the System is down shall count nether as System downtime nor daily operational time. K. Definitions. 1. Total System Downtime = sum of downtime factors divided by sum of daily operational hours 2. A downtime factpr shall be calculated by multiplying the downtime ho'~rs by the downtime coefficient, as defined in the owntime Coefficient Table See Note 1) 3. Daily operational hours are those hours between 10:00 AM and 9:00 PM,! Monday, Tuesday and Wednesday and between 10:00 AM and 6:00 PM, Thursday, Friday and Saturday, except certain holidays, preventive mainte- nance sessions ,I and those hours excluded by the City Librarian. ~ 4. Downtime hoursl!iare those daily operational hours between the tide DataPhase has been notified of a System failure and the time the System is fully operational, e cept for those hours excluded in the Downtime Coefficient Table. i 5. In case of a h I rdware failure, the first hour after DataPhase and ~he hardware maintenance vendor have been notified ~f the failure shall count neither as a downtime hour nor a daily operational hour. L. If at any time during the acceptance test period the Ci y Librarian and/or the Cii~y Manager and DataPhase determine that to al System downtime will e~CCeed the three and one-half percent (3 1/2~) maximum, upon the City Librarian's and/or City Manager's an DataPhase's mutual agreement, the acceptance test shall begin an w. M. The proceduresfor logging and evaluating System f il.ures shall be as set forth in the section entitled Acceptance T st Procedure, attached her to and by this reference incorporated rein, as tough fully set ~orth herein. Any disputes as to c se of the failure and its inclusion in the downtime equation s all be submitted to the Ci y of Chula Vista Data Processing Depart- m nt for resolution, whose d termination shall be final. N. The System shad not be materially modified solely to m et the criteria of the acc ptance test. ~~~c Softkware Clads 1 Cla: (0) DOWNTIME'', COEFFICIENT TABLE Critical Operations-Failu~~re Check-In and Charge Out li Reserves Patron Inquiry ', Item Inquiry File Up-Date, On-Line ~s 2 ~ Non-Critical Operations,~',such as Report Printing General Inquiry: failure',of two of four item accesses, 2~ hour grace period !, 1.0 1.0 1.0 1.0 1.0 .25 thereafter Clads 3 Not Other Software Errors (S~e Note 2) .IO thereafter I are ~' Mini-Computer I 1.0 I Printer - high speed, 24~Ihour grace period ', .10 thereafter Terminals, installed, pe~ terminal .10 Disks, single, if system'opera- tional, 24 hour grace pe~iod .10 thereafter Magnetic Tapes, 24 hour race period ~, .ZO thereafter I 1. At no time shall the downtime coefficient computed for (O)2 above exceed 1.~. 2. When the Chula Vistal'IPublic Library detects Class 3 software errors not hddressed in the Downtime Coeffi- cient Table and whic do not significantly affect the operation of the Sys em, they shall notify DataPhase by telephone or in w iting. DataPhase shall have five (5) working days aft r receipt of all necessary infor- mation to fix the failure, after which time a downtime coefficient of .1 sh~.ll be applied. q5~~ ACCEPTANCE TEST PROCEDURE Vista Fai lu: Vista tenan error to se A. Upon detection of ~~a System. failure or error, the Chula Public Library shall fill~out the upper half of the System e Report form and notify DlataPhase immediately. B. If the error is a~'',hardware error, it shall be the Chula Public Library's responsibility to notify the hardware main- e vendor upon DataPhase's request. If the error is a software it shall be the Chula Vi to Public Library's responsibility d to DataPhase any docume tation or materials they request. C. Upon resolution o~ the failure or error, the Chula Vista Public Library shall fill out the bottom half of the System Failu e Report form. D. For a hardware failure, the technical analysis of the probl m will be supplied by the hardware maintenance vendor. For a softw re failure, the technical analysis will be supplied by Data- Phase. For each System Failure'Report, the Chula Vista Public Libra y shall make an entry in i~he acceptance test log. E. It shall be the duty df the Project Manager,. with the. City ibrarian's and/or City Manager's approval, to calculate the downtime factor for each failure or error and enter it on the System Fail e Report form and the acceptance test log. the to F. Each Monday durin~ the acceptance test, it shall be ty of the Project Manager, to: 1. Send a copy of ea. completed during DataPhase. 2. Calculate the tot previous day and Phase, the City o Division and the G. DataPhase may c acceptance test by the 1. To do so, they m Data Processing days of their re Failure Report: a. A copy of th~ System Failure Report. b. An analysis Of the System failure, stating their reasons for gontesting it; c. A suggestion should be ap tance test. 2. Upon receipt of ing Division sha Manager that Dat factor. The Pro caorking days to cessing Division downtime factor. ~h System Failure Report form the previous seven (7) days to ~l System do~•Jntime through the send this information to Data- f Chula Vista Data Processing ~ity Librarian. est any do~rntime factor applied ty Librarian. t send to the City of Chula Vista vision within ten (10) working ipt of the contested System of what, if any, downtime factor lied to this phase of the accep- ataPhase's notice, the Data Process- 1 immediately notify the Project Phase is contesting a downtime ect Manager shall have five (4) ubmit in writing to the Data Pro- the justification for applying the ~~ 3. The Data Process~,ing Division shall within ten (10) working days projvide to DataPhase and the Chula Vista Public Lik~rary in writing the downtime factor which will be a plied to the acceptance test. In no case shall this downtime factor exceed the factor originally applied. 4. It shall be the'~duty of the Project Manager to change the original co~by of the System Failure Report and the acceptance best log to reflect the new downtime factor to be applied and to recalculate the total System downtimes if necessary. ~~V