HomeMy WebLinkAbout1987 Resolution No. 033I
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RESOLUTION NO. u:f,-3
Se rie s of 1987 --
A RiSO LUTlON ~Ml ~O IN G I ":" GENERAL FUND.
WHEREAS , thr • City Coun ci l of the City of Englewood , Colorado ,
dP s ire s to make co.-tai n chan,1<1~ to the Gen ,:ral Fund;
NOW, THEREFORE, BE IT RESOLVED , by the City Co uncil of the City
or Engl ewood, Color;,do , as follows:
1987.
ATTE ST:
Sec tion ;
TlieTciTT o,:ing est im ated revenues and appropriations of fund s
are hereby made in the General Fund:
Source of Funds
Library Services Construction Grant S 50,625
Apglication of Funds
LI rary
Section 2
S 50,625
The City Manager and Director of Finance are hereby authorized
to make the above changes to the 1987 General Fund Budget of
the City of Englewood .
Adopted and approved this ~ day of l t/2-tu,mc/4.vu
~/<V Ltf21l;; Eilgeiie:otis, Mayor
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City Clm
I, Patricia H. Crow, City Clerk of the City of Englewood,
Colorado, do hereby certify that the above and foregoing is a true , ac -
curate and complete copy of Resolution No. ,-'3 3 , Series of 1987 .
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AGREEMENT BETWEEN
C ·l'Y OF ENGLEWOOD
AND
MINICOMPUTER SYSTEMS INCORPORATED
THIS AGREEMENT, made this day of November, 1987 between the
Ci ty of Englewood, heriiTnafter referred to as "City", on
behalf of the Dynix libraries (Englewood Public Library, Adams
County Public Library, Douglas County Library and University of
Southern Colorado Library), hereafte r referred to as the
"Libraries" and Minicomputer systems Incorporated (hereafter
"HSI").
WHE REAS, the City, on behalf of the Libraries, desires to develop
an online interface to the IRVING Library Network, hereafter
11 ILN"; and
WHEREAS, funding for such services has been approved by the
Colorado State Board of Education and appropriated to the City
thro11gh the utiliz.tion of Federal Library Services C!'nstruction
Act funds; and
WHEREA S, HSI as developer of existing ILN software, desires to
develop said online s oftware interface for the City and has been
selected by the City to perform the services described herein in
this Agreement;
NOW , THEREFOR E, in consideration of the keeping and performance
of the terms and conditions contained herein, the City and MSI
agree as follows:
ARTICLE l
CONTRACT DOCUMENTS
The contract documents consist of the following:
This Agreement and Appendix, attached hereto, and written
amendments, if any.
ARTICLE 2
SCOPE OF WORK
2.1 Ge ne ra l -Th e work to be performe<! is the development ot an
1nter(acc to link the Dynix s ystems of the four Libraries
(Eng l e wood , Doug l as County, Univers ity of Southern Colorado and
Adams county) to the ILN . The development of the software
specif i ed in this cont r act will b e written in such a manner that
th e City vers ion of the software will be compatible wi th and run
on e qu ipme nt com pati ble t o the ILN s ys tem. All work s pecified i n
thi s Ag r e em e nt will be compl e ted by MSI for the Librar i e s on or
before J une l, 190 0 .
2. 2 Deve l opment of IRVING So ftw a r e .Q!1 t he first Dynix !!2E,_ All
ex i s ting I RVI NG fun c tional i ty will be implemented as a connection
to the Dyn i x host c omputer at En g lewood . This f unctionality
i nc l ude s Bi b liog raphic Search, Statistic s, and Inte rlibrary Loan.
Th is a p p lic ation will be the fi r st c omponent completed by MSI
unde r t.hi s Agre e ment, which shall occur on or before February 1,
1 9 88 . 1),-/()
2 .2.1 Modi f ications to Terminal Inte rface. The IRVING terminal
ha ndl e r will be modified to work on e xisting Dynix t rminals at
t he four Library s i tes . This modification will occur
s i multaneously with the firs t Dynix host development .
2 . 2 . 2 Modifications to the Traff i c Handler . '.'he existing IRVING
t ra ffic handler software will be modified to allow for · multiple
hosts per network processor. This modification will occur
s imultaneously with the first Dynix host developrn ent.
2 .3 De v e lopment of IRVING Software on the additiona l three Dynix
Host s. The software for the first Dynix host compute r connection
wi 11 be mo c ified as needed to implement all ex i s · ',,g IRVING
fun c~lona lity as a connection with the Library t hree host
computers at Adams County, castle Rock, and Pueblo.
2 .4 Two .!!!!:l £onnection fill!! demonstration of
s oftware application between the Libraries and
us e o f Bibliographic search, Inter Li brary
St a tistics .
the Dynix/IRVING
the ILN for the
Loan and Traffic
2 . 5 Training -MSI will prov i de sufficient trai11ing to allow a
Dynix computer operator to generate reports and manage the
network activities associated with operating the application
modules described herein in conjunction with the network
capa b i li t ies to be provided later.
2. 6 The
importance
efforts,
responsive
issue of standards is o f continuing interest and
to the City . Therefore, MSI will continue reasonable
as practical to this development effort, to be
to evolving national standa rds for librar y networking.
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MSI will promptly notify the City when, in its best judgment, it
is f easible to upgrade the DEC system software, DECnet and the
City interface software to insure compatibility with the ISO's
Qfil,11 Systems Interconnection Reference .112.!h!l. tor computer
software communication .
ARTICLE J
EQUIPMENT
J.l Th e software a pplica tio n modules developed by HSI in this
c ontract will require additional hardware to support those
modules. Thi s hardware will be purchased in a later phase.
ARTICLE 4
MAINTENANCE
4 . '. All DEC hardware and software maintenance costs and
telecommunications expenses r elated to the continued operation of
the network after the completion of this contract shall be the
responsibi lity of the Libr aries.
4.2 HSI will be respons ible for the purchase and maintenance of
a ny software tool s MSI deems necessar·· f or s oftware development
in the e xecution of this Agreement .
4.J MSI shall not be responsible for damage to the equipment
caused by accident, neglect, or misuse on the part o'f the City or
the Libraries.
ARTICLE 5
SCHEDULE OF PAYMENTS
5 .1 The City agrees to pay to MSI the sum of $50,625 for said
services described in this Agreement . The City's obligation of
sa id payments is limited to the amount received from the federal
grant approved from the Library Services Construction Act program
that was awarded for the services described herein.
5 .2 Upon completion of each milestone listed below, the City
sha ll have fourteen working days to evaluate said milestone
product and determine if said product meets spec ifications and
warranties. Upon acceptance of each milestone product by the
City payment shall be made to MSI net twenty-one days (21) days
from the receipt of the invoice by the Project Director. If any
milestone product is deemed by the City as non-acceptable because
it does not meet the scope of work and functionality described in
Article 2, MSI shall have thirty (JO) days to resubmit the
milestone product for acceptance by City.
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5.J In the event that changes or mod i fications in the described
Scope o f Work, Section 2 , are deemed necessary, both parties must
agree in advance to any such changes or modifications and this
Agreement must be amended accordingly .
5 .4 Addi t ional Se rvices -:n the event that additional contractor
s ervices not specif ied in this Agreement are requested by the
City, service schedule, fees, and pa yment schedules will be
negotiated by both parties at the time of requast for said
addit ional set vJces.
5. 5 Schedule of delivery -The delivery of soft·, ·r e is expected
to follow the schedule of payments listed below ,n Section 5.6.
Any c hange to this schedule will require the mut, a l consent of
both parties.
~.G ~-lestone Payments -Payments will be made in the amount
s pecified for completion of the following milestones:
Days froa
contract
Description of Milestone Signing
Signing of c ontract 1
Delivery of software to allow 4 5
Bi bl iogi:aphic search, ILL, and
Statistics on one Dynix host locally
Delivery of software to allow 60
Bi bl iographic search,ILL, and
Stat i stics to all four Dynix ho sts
Delivery of documentation 75
Demonstration of IRVING network
capability and access 90
Acce ptance of Dynix software 100
TOTAL
ARTICLE 6
DOCUMENTATION REQUIREMENTS
Paym · ,t
$ 9,141
14,430
8,164
4,050
6,740
B,100
$50,625
6. l II SI must provide each Dynix particii·ant Librar y with one
c opy of a Users Manual and an Operators Manual, referred to
hereafter as the "documentation". Oor,umentation does n t include
source code listings .
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6.2 Documentation supplied by MSI must outline back-up procedures
to be utilized in the event the equipment is not functioning.
Part of the documentation to be supplied by MSI on delivery will
be a complete description of all back-up proc,,dures to be
utilized by the City .
6 .3 The Libraries shall have the r:ght to reproduce all MSI
dor.umentation supplied, provided such documentation is solely for
the use o f the Libraries , and that such reproduction is subject
to the restriction on use and disclosure as provided for herein.
Documentation copyriqht.ed, except that documentation written by
MSI, will be subject to copyright limitations. HSI wil l not
restrict the Libraries from depositing four copies of any
documentation with the State Publications Depositor~, as required
by the Colorado State Library.
ARTICLE 7
SYSTEM ACCEPTANCE
7. 1 System Acceptance -This sectio;1 esta blishes the Star,dard of
Performance which must be met by HSI before the system delivered
will be accepted by the City.
7.2 The First Host System Acceptance period will commence upon
n0tification by HSI that the Dynix modules are complete and ready
for usage by the City. The Dynix staff training requirements
described in Section 2.4 must be completed prior to the s tart of
the system acceptance period. The remaining hosts systeu
acceptance period wi 1 l commence upon notification by MSI that the
remaining hosts modules are complete and ready for usage by the
Libraries.
7.3 The System Acceptllnce period provides the City w.lth an
opportu nity to test the Dynix modules in a real time environment.
The acceptance test period will last for a period of 30 days .
The City will promptly notify MSI of any observed 'bugs• in the
ap·_Jlication software for prompt. correction by MSI . This test
st.all beg in on or before June 1, 1988.
7 .4 Functional Performance Test -The software to be developed
and installed by MSI is complex and interrelated. M.'11 will
successfully demonstrate to the City that a~l features available
on the existing IRVING Network are fully f u :1ctional on each of
the four Dynix Library systems in order t ~ pass the Functional
Performanc e Test.
7.5 MSI agrees to fix or correct all errors
before or during the System Acce,ptaace per iod
contract sign-off and for a period of 45 tlays
warrants that the software will perform as it
existing IRVING Network.
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reported to
prior to
therea~ter.
performs on
MSI
final
MSI
the
ARTICLE 8
ADMINISTRATIVE REQUIREMENTS
0.1 The Ci t y and the Libraries shall declare an official agent to
a ct on their behalf . This agent shall be the Dynix Project
Di rec tor and is designated as Henry Long of the Englewood PUblic
Library, 34 00 South Elati St., Englewood, Colorado 80110.
0.2 All official communic ation between MSI, the City and the I
Libraries shall be through this agent or his designee. No other
pers on in the Ci ty and Librari es shall supersede this agent's
r espon si bility and authority.
O. J The agent s hal 1 act as a liais on and coordinator between HSI,
the City a nd t he Libraries and shall make best efforts to ensure
their coo peration and responsiveness . This agent and the
Co ntractor 's designated Project Manager sha ll meet on an informal
basis, a t regular i nte rvals, to discuss project progress,
proolems , and to generally share information about project work.
0.4 The agent s hall be given written notification of all sub-
cont racts made by HSI in completing said services defined herein .
8 .5 Invoices, billing the City, for services rendered, shall be
presented to the official agent. The invoices shall detail the
services performed, dates , a nd prices of said services .
a. 6 In the event that MSI s hall cease conducting business, the
City shall have the right to offer employment, on a permanent or
part-time basis, to all employees of MSI assigned to the
performance of this contract, notwithstanding anything to the
c ontrary provided elsewhAre herein. ·
8.7 MSI agrees, during the term of this contract, to maintain at
MSI's expense all necessary insurance for its employees,
incl uding, but not limited to, workman's compensation and
liability insurance, and to provide the City with certification
upon request.
ARTICLE 9
OWNERSHIP
9 .1 Definition: "Products" shall mean all computer programs,
written documentation, or othe r tangible work product developed
di r ectly in whole or in part with the funds paid by this
Agreement, or the funds previously paid under prior phases of the
IRVING Library Network contract.
9.2 MSI owns the rights i n the Products developed for the IRVING
Li.Jrary Network. MSI agrees to grant a license at no cost to the
Li b r aries to use the ILN software. Development of any enhancement
to the ILN software for specific use by the Libraries shall
remain the property of MSI.
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9 .3 MSI a grees that all Products available on a license basis
and all enhancomnnts to Products ( including both updates and
applications) rec eived by the City without charge fl-om MSI shall
be made av a il a ule on a license basis to publicly supported
l ibraries in the State of Colorado for nonprofit purposes for the
cost of duplication of such Products.
9 .4 Th e City and Libraries acknowledge that performance of the
Agr e e me nt is a de ve lopmental effort which will result in the
c r ea tion o f new proprietary concepts , methods, techniques,
proc esses and adaptations. The City and Libraries ag r ee that
dur; the Contract period, information and materials which have
o r •. come into the possession or knowledge in connection with
th i s contract or the performance hereof, consists of confidential
an d proprietary data, whose disclosure to, or use by, third
part ies, will be cl .•.,aging . The City and Lib t"aries, therefore,
agree to hold sue,. material and information in strictest
confiJence, not to make us e thereof othe r than for ' the
performanc e of this contrac t, to release it only to employees
requiring such information, and not to release o r disclose it to
a ny other party.
9 .5 The Libraries agree to take appropriate a e tion with respect
to the ir employees to ensure that the obligations of non-use and
non-dis c losure of confidential information can be fully
s a tisfied.
9 .6 MSI a grees to reasonabl e requests to execute non-disclosure
agreement(s) with third parties associated with ' Dynix, as
requested by the City.
9 .7 The City shall be subject to the terms of software licensing
agreements associa ted with third party software/hardware packages
delivered under this contract. The licensed packages may
include, but are not limited to: operating systems, editors,
compilers, and communication software.
ARTICL E 10
'fERMINA1'ION OF AGREEMENT
10 .l Th i s Agreement may be terminated by either party
th i rty (30) calendar days written notice, should the other
substantially fail to perform with the terms thereof .
upon
pa r ty
10 .2 In the ev~nt that MSI f a ils to perform in accordance with
the terms of this Agreement, the City will i~mediately notify MSI
of the City's dissatisfaction with performance.
10. 3 The City and MSI shall agree on a course of action to cure
s aid dissatisfaction. Both parties shall agree on a timeframe to
allow MSI to cure said dissatisfaction .
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10. •I Should MS I f a il to cure said diasatisfacti on with the agreed
to te rm s , the City shall give MSI thirty (30 ) cal endar days
writ ten notice of contract termination.
10 . 5 'r he date the City gives MSI for contract termin;ition hereby
re li e ves t he City of the obligation for further c ontractor
p.1ymc nt . However, s hould a payment be due during the JO day
termin.:ition notice , t he City s ha ll continue to be liabl e for said
p ~1yme n t o bligation .
10. 6 In the event that this Agreement i s terminated by MSI or by
t he City on account of MSI 's default, prior to completion of the
e nt i re Agreement, t he Ci ty shall retain all unpaid balances as
liqu ida ted damages fo r MSI's breach. MSI shall be liable to the
Ci ty f or any damag es i nc urre d by such termination, including any
addi t ional amount s the Ci ty expends in completing the work or
hav ing work com p l e t e d by a third pa~ty .
1 0 . ·1 Th e parties understand and agree that 100\ of the
compe nsa t ion to be pa id to MSI he reunder is made available to the
Ci t y by v i r tue of the Fede r a l Libra ry Services Construction Act
gra nt a wa rd. In v ie1<1 thereo f , the part i es a gree that this
A~1 e ement may be terminated by the City, upon 30 calendar day
written not i ce, in the event that said federal grant moneys
becom e unavaila b le to the City f~r any reason. In the event of
s uc h termination , MSI shall be pa i d its compensation for all
obligations i ncurred a nd a c a i1cellation charge of 10% of the face
va lue of the contra ct or the balance due on contract , whichever
i s less.
ARTI CLE 11
DISCRIMINATION AND AFFIRMATIVE ACTION
MS I a grees to comply with the letter and spi r it o f the Coloi-a00
Anti-discrimination Act of 195 7 , as amended, and other applicable
l aw respecting d i scrimination and unfair practices (24-34-JOl,
CRS 1972 , as amend ed ), and a s required by Executive Order, Equal
Opp o rtunity and Af f irmative Action, da ted Ap r i l 16 , 1975.
ARTICLE 12
SEVERABILITY
In the event that a ny provision of this Agreement shall be he ld
inval i d or unenforc e a ble by any cour t of competent jurisdiction,
s uc h holding shall not inv alidate or render unenforceable any
o t her prov is i on here of.
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ARTICLE 13
ENTIRE AGREEMENT
Both parties hereto represent that they have read this Agreement,
unders tand it, agree to be bound by all t e rms and conditions
s t ated herein and acknowledge receipt of a s i gned, true and exact
c opy of this Agreement. This Agree ment together with such
doc um e nts referenced herein, shall constitute the entire
Agreement with respect to the subject ma t ter hereof.
ARTICLE H
SUBCONTR,'.C'.
14.1 MS! is acting as a subcontractor to the City under Notice
of Grant Award and Contract, by and between the State of Colorado
for the u se and bennfit of the Department of Education, Colorado
Sta te Library and the City. This Agre, ment is e :<pressly
c onditioned upon the State of Colorado approval of boch this
Agreement and MSI pursuant to terms of the City's contract with
the State.
14,2 In connection with said Agreement above, MSI agrees to
comply with all the obHgations in that Notice and Contract
applicable to MSI, as a part of MSI's obligation under this
Agreement. This shall not be construed to make MSI a part of that
Agreement with the ftate of Colorado.
14.3 MSI, in consideration of the State's obligati on under such
Notice and Contract, specifically promises to indemnify, save and
hold harmless and defend the State, and all its employees and
agents, acting officially or otherwise, from any and all
liability, claims, demands, actions, debts, and attorney fees
ar1s1ng out of, claimed on account of, or in any manner
predicated upon loss or damage to the property of and injuries
to, or death of all persons whatsoever, which may o~cur , or is
sustained in connection with the perfonnance of the Contract, or
by conditions created thereby, or based upon any violation of any
statute, ordinance, or regulation, and the defense of any such
claim or actions.
This
consent.
hereunder
liability
ARTICLE 15
ASSIGN MENT
agreement may be assigned by the City without MSI's
Upon such assign~ent and an assumption of liability
by the assignee, the City shall be discharged of .iny
hereunder.
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In witness whereof, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year
as appears below.
Mi ni c omputer Systems, Inc.
By /12-~~
Hic hard J. stikile, President
Date _ _,__/?J-1--/i..:::Z=J-.__,.,J_,/',:...,7 ___ _
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The City of Englewood
" By "E..,uc:g-:ce-=-n-=-e-o=tT£-=-s-, ""'M"ac-y:--:-o_r ______ _
Date ______________ _
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