1989-0932731L
NO 89-0
AN ORDINANCE OF THE CITY OF DENTON APPROVING THE EXPENDITURE OF
FUNDS FOR MAINTENANCE SERVICES PURSUANT TO THE CITY'S CONTRACT
WITH AMERICAN MANAGEMENT SYSTEMS, AND PROVIDING AN EFFECTIVE
DATE
THE COUNCIL OF THE CITY OF DENTON) TEXAS HEREBY ORDAINS
SECTION I That the expenditure of funds in the amount of
$36,T73--I-s--hereby authorized for the purpose of purchasing
maintenance support for the City's LGFS software from American
Management Syursuantr toe ptheod attachedst 1989 which Juis
31, 1990, p p
incorporated by reference herein
SECTION II That this ordinance shall become effective
imme ate y upon its passage and approval
PASSED AND APPROVED this the day of
1989
J E H PKINS
ATTEST
J M r RS,' RET RY
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY
AM"ICAN MANAGEMENT SYSTE S, INC
Proprietary Software Term License and ~(y
Maintenance Agreement
AMERICAN MANAGEMENT SYSTEMS INC ( AMS a Delaware corporation whose
pnncip..1 office is located at 1515 Wilson Boulevard, Arlington Virginia 22209 and
of Denton, Texas
Licensee )
a Texas municipality whose principal office is located at
Hall. City of Denton, Texas
agree as follows
1 License, Term of License
a AMS hereby grants to Licensee, and Licensee hereby accepts a nonexclusive and nontransferable license
to use the computer software components described in Exhibit A (the Packaged System ) on the terms and
conditions hereinafter set forth The license shall be for an initial term of fifteen (15) years from the date AMS first
furnishes the Packaged System to Licensee (the Delivery Date ) and AMS shall notify Licensee of the Delivery
Date If Licensee wishes to renew this license, Licensee shall so notify AMS prior to the end of the month preceding
the month in which the license ends The license shall be extended for an additional one (1) year term with AMS
approval which shall not unreasonably be withheld Requests for and approvals of additional license renewals
shall be made in the same manner. This license shall be renewable as provided above fOr up to a total of fifteen (15)
renewal terms
b Licensee is authorized to use the Packaged System only to process work for Licensee (excluding work
performed as a service bureau) on one or more designated computers at the single location specified in Exhibit A
No license either express or implied, is granted by AMS to Licensee hereunder to use the Packaged System or any
portion thereof for any purpose at any location or on any equipment other than as specifically set forth in this
subparagraph 1 b and Licensee may not sublicense the Packaged System or any portion thereof
2 Maintenance Services
subparagraph 2 c for a period of twelve (12)
tth in which the Oil very Oate occurs without
System followin the end of the Initial
gclatc of the UNQUaintename Period
i wilt i}tlaintenance services
lori lrw :A4%4 as (q Licensee is
ant oA* maintettance'ltYe p*Wded In
Amnsa corporates into the Packaged
c The maintenance services referred to to subparagraphs 2 a and 2 b are as follows
(i) AMS shall provide Licensee with reasonable amounts of consultation by telephone to assist Licensee
in the use of the Packaged System
(u) for the Maintenance Period AMS shall supply computer program code to correct any errors in the
Packaged System which cause it to deviate materially from the specifications for such Packaged System which
are set forth in the manuals listed in paragraph 1 of Exhibit A,
(in) AMS shall provide Licensee without additional charges beyond the maintenance fee provided for in
paragraph 3 hereof, all enhancements to the Packaged System developed by AMS and generally made
available to other licensees of the Packaged System ( Enhancements and
(iv) in the event AMS permanently ceases maintaining the Packaged System Licensee shall have the
benefit of the rights described in subparagraph 4 b hereof
AMS shall have no obligation to incorporate Enhancements into the Packaged System However if requested by
Licensee to provide assistance in incorporating Enhancements into the Packaged System AMS agrees to use its
best efforts to do so and Licensee agrees to pay for AMS efforts on a time and materials basis at AMS then
prevailing rates
d Suspected error conditions I be investigated and corrected by AM ersonnel at AMS offices to the
extent possible Licensee may request that AMS conduct such investigation and correction at Licensee s location
In the event that AMS personnel travel to the location of Licensee at Licensee s request Licensee will pay AMS for
travel and subsistence expenses if AMS in its reasonable judgment determines that the suspected error condition
was attributable to a cause other than an error in the Packaged S) stem or an Enhancement then I icensee will pay
for AMS efforts on a time and materials basis
3 License and Maintenance Fees
a As compensation for the license granted hereunder (including renewals thereof) Licensee shall pay AMS
the license fees set forth in Exhibit A AMS will provide Licensee with such trainuilp assistance and support in
using the Packaged System ask set forth in Exhibit A Additional training assistance and support will be provided
on a time and materials basis
b If Licensee elect to purchase maintenance services foilowinS the end of the Initial Maintenance Period as
described in paragraph 2 hereof, Licensee shalt pay AMS at AMS' then prevailing rates for such services
c AMS will invoice Licensee for the license fee in the manner described in Exhibit A Invoices for maintenance
fees will be furnished annually in advance to Licensee All invoices shall be due and payable in full immediately
upon receipt of the invoices by Licensee and shall be deemed correct if Licensee has not notified AMS within fifteen
(15) das of the date of the invoice of any claimed invoice discrepancies or
f pocket costs hall be billed
In the event of travel by AMS personnel to Licensee s location other failures
to Licensee at AMS' cost
d The prices specified in this Agreement are exclusive of any tariffs duties or taxes, however designated
levied or based on this Agreement the Packaged System and Licensee s use thereof charges and payments made
hereunder or any services materials and supplies furnished by AMS hereunder including without limitation
any sales and use taxes and any state and local privilege or excise taxes based on gross revenue Licensee agrees to
pay and be responsible for all such taxes and levies (exclusive however of taxes based on net income) AMS shall
have the right but shall not be obligated, to pay any such taxes or levies directly in which event Licensee shall
promptly reimburse AMS in the amount thereof upon presentation by AMS of evidence of payment
4 Representations, Warranties and Agreements by AMS, Disclaimer
a AMS represents and warrants that it is free to enter into this Agreement and to license use of the Packaged
System as provided in paragraph 1 hereof
b In the event that AMS permanently discontinues in business because of bankruptcy receivership dissolu
tion or other form of permanent business disruption and such business is not continued by a successor in interest to
AMS then Licensee shall have the right to secure from AMS or from authorized trustees or receivers acting on
behalf of AMS such documentation including source program code, as AMS shall have for Licensee to maintain
its normal use of and to modify the Packaged System Such documentation shall be bcensed without additional
charge to Licensee on the terms and conditions set forth in this Agreement
c AMS warrants that performance of the Packaged System will not deviate materially from the specifications
set forth in the manuals listed in Exhibit A provided that AMS in its reasonable judgment has determined that no
modifications which have been made to the Packaged System have caused such deviation Any material modifica-
tion by Licensee of source program code for the Packaged System shall relieve AMS of all warranties and other
obligations provided for in this Agreement
d THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SUBPARAGRAPHS a b AND C ARE EXCLUSIVE AND IN
LIEUOF AND LICENSEE HEREBY WAIVES ALLOTHER REPRESENTATIONS WARRANTIES GUARANTEES ANDOBLIGATIONSOF
AMS EXPRESS OR IMPLIED ARISING BYLAW OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM USAGE OF
TRADE COURSE OF DEALING OR COURSE OF PERFORMANCE EXCEPT AS SPECIFICALLY PROVIDED IN SUBPARAGRAPHS a
b AND C , AMS SHALL HAVE NO RESPONSIBILITY FOR THE ABILITY OF LICENSEE TO USE THE PACKAGED SYSTEM OR ANY
RELATED MATERIALS AND SERVICES PROVIDED BY AMS
5 Remedies and Limitation on Liability
a AMS and Licensee agree that Licensee s remedies and AMS liability to Licensee for breach of contract
including breach of warranty, for any tort (including negligence and strict liability) and for any other claim ansing
in connection with the Packaged System and related materials and services furnished under this Agreement shall
be as follows
(i) The sole obligation of AMS with respect to a breach of any representation warranty or obligation
hereunder shall be to correct such breach
(u) Because it is understood and agreed by and between the parties hereto that (1) the fees to be recen ed
by AMS hereunder are based solely on the value of the right to use the Packaged System granted to Licensee
hereunder and (2) from the nature of the intended use it is impracticable and extremely difficult to fix the
actual damages, if any, which may proximately result from any failures in connection therewith it is therefore
further agreed that in the event any liability is imposed on AMS for any reason whatsoever the aggregate
amounts payable by AMS by reason thereof shall not exceed the aggregate amount of fees theretofore received
b) AMS hereunder with respect to the portion of the Packaged System or services giving rise to such Lability
b THE REMEDIES PROVIDED IN THIS PARAGRAPH 5 SHALL BE LICENSEE S SOLE AND EXCLUSIVE REMEDIES FOR ANY
AND ALL CLAIMS AGAINST AMS ARISING W CONNECTION wrrH THIS AGREEMENT MADE OR SUFFERED BY LICENSEE OR
ANY OTHER PERSON WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) AND
REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT UNDER NO CIRCUMSTANCES
SHALL AMS BE LIABLE FOR INDIRECT CONSEQUENTIAL SPECIAL OR EXEMPLARY DAMAGES (EVEN IF AMS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS BUT NOT LIMITED TO LOSS OF REVENUE OR ANTICIPATED
PROFr[S LOST BUSINESS OR OTHER DAMAGE IN CONNECTION WITH THE PROVISION OF SERVICES OR LICENSEE S USE OF THE
LICENSE OR ANY SERVICES PROVIDED FOR IN THIS AGREEMENT
6 Title and Interests in the Packaged System
a AMS shall retain title to the Packaged System all rights of Licensee thereto being expressly limited to the
license granted hereunder In the event of termination of the license granted hereunder for any reason AMS shall
be entitled to immediate possession of and all rights and interest in and to the Packaged System and related
materials supplied to Licensee Without in any way limiting the generality of the foregoing upon such termination
Licensee shall, within fi-,e (5) busmess days following the date of termination thereof deliver to AMS the ongmal
and all copies of the Packaged System and such related materials and all notes concerning and reproductions of
and relating to the Packaged System In lieu of such return AMS may at its sole option request in writing that
Licensee destroy the original and all copies of the Packaged System and all such materials notes and reproductions
and that Licensee present to AMS evidence of such destruction satisfactory to AMS
b Licensee agrees that Enhancements shall be the exclusive property of AMS
7 Nondisclosure
a Licensee understands and acknowledges that the Packaged System and related materials are proprietary to
AIMS and have been provided to licensee for use exclusively in accordance with the terms and conditions of this
Agreement Licensee agrees to hold the Packaged System and related materials in trust and confidence and not to
disclose all or any portion of them to any person other than Licensee s agents employees and consultants and
then only on an' as needed basis in connection with use of the Packaged System and in accordance with the terms
and conditions of this Agreement
b Licensee shall take all reasonable steps (including, without'hmitation those steps Licensee takes to protect
its own data or other property it considers proprietary or confidential) both during and after the term of this
Agreement to protect the confidentiality of the Packaged System to prevent the Packaged System from entering
the public domain and to insure that the Packaged System is not in whole or in part, disclosed to or by, or
duplicated other than by or for those persons permitted to use the Packaged System as expressly provided herein
c. In the event Licensee makes any unauthorized use of the Packaged System including without limitation
unauthorized disclosure to third parties, AMS shall have the right at its option and without prejudice to any other
rights or remedies of AMS, to terminate this Agreement immediately upon written notice to Licensee
d Notwithstanding the foregoing Licensee shall have no liability to AMS with respect to the disclosure andlor
use of any proprietary information of AMS which Licensee can establish to
(i) have become publicly known without breach of tlus Agreement by Licensee, or
(u) have been known by Licensee, without any obligation to keep it confidential, prior to disclosure of
such information by AMS or Licensee, as evidenced by written documents prepared or received by Licensee
prior to disclosure by AMS, or
(m) have been received in good faith by Licensee from a third party without any obligation to keep it
confidential
S Permission to Copy or Modify the Packaged System
a Except for the manuals listed in paragraphs 1 and 4 of Exhibit A, which may be copied for the personal use
of Licensee but not for distribution, Licensee shall not copy in whole or in part anv computer software
components or any other materials which are provided by AMS In printed form under this Agreement Anv
computer software components or other materials which are provided by AMS in machine readable form may be
copied in whole or in part in printed or machine readable form for use by Licensee on the designated computers
at the single location specified in Exlubit A, for archive or emergency restart purposes to replace a worn copy, to
understand the contents of such machine readable material or to modifv the Packaged System as provided below
provided, however, that no m. than five (5) printed copies and five 6 nachine readable copies will be in
existence under any license at any one time without the prior written consent of AMS The original and any copies
of the Packaged System and other materials in whole or in part which are made hereunder shall be the property of
AMS
b Licensee may modify the Packaged System and other material in machine readable form for its own use
and merge it into other material to form an updated work, provided that upon termination of the license for
the Packaged System, the Packaged System and other material furnished by AMS will be completely removed
from the updated work and dealt with under this Agreement as if permission to modify had never been granted
Anv portion of the Packaged System or other material included in an updated work shall be used only on the
designated computers at the single location specified in Exhibit A, and shall remain subject to all other terms of the
Agreement Licensee agrees to reproduce and include AMS copyright notice on any copies, in whole or in part in
any form including partial copies in modifications of the Packaged System or other material made hereunder in
accord with the copyright instructions to be provided by AMS
9 Continuation of Obligation
In the event of termination of this Agreement for any reason such termination shall not relieve any party
hereto of its obligations to observe keep and perform fully all covenants, terms and conditions herein contained on
its part to be observed, kept or performed prior or subsequent to the date of termination and specifically but not by
way of limitation, shall not relieve Licensee of its obligations to keep the Packaged System confidential, and to
deliver the Packaged System and other materials to AMS as provided in paragraphs 6 and 7 hereof
10 Severability
Should any provision of this Agreement contravene any law or vahd regulation of any regulatory agency or
self regulatory body having junsdiction over either party hereto or should any provision otherwise be held invalid
or unenforceable by a court or other body of competent junsdiction then each such provision shall be auto-
matically terminated and performance thereof by both parties waived provided, however that should such
provision reasonably be considered by either party to be an essential element of this Agreement and the parties be
unable to agree upon the terms of such alternative provision within ninety (90) days following the contravening
provision s termination, then this Agreement may be terminated in its entirety at the option of the party reasonably
considering such contravening provision to be an essential element of this Agreement which termination shall be
effective upon the giving of notice thereof to the other party
11 Assignment and Sublicensing
Licensee shall not directly or indirectly, sell, transfer sublicense assign in whole or in part convey, pledge
encumber or otherwise dispose of this Agreement, the Packaged System or any right, duty or license granted
hereunder without the prior express written consent of AMS
12 Successor and Assigns
The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and
bind the successors and assigns of the parties hereto
13 Waiver
The waiver or modification by any party hereto of any term or condition hereof shall not void waive or modify
any other term or condition hereof The failure of any party to insist, in any one or more instances, upon the
performance of any tern of this Agreement shall not be construed as a waiver or relinquishment of such party s
right to such performance or to future performance of such term
14 Notices
All notices and other communications hereunder shall be in writing and shall be personally delivered or
mailed by first class mail, postage prepaid to the parties at their respective addresses set forth above subject to the
right of any party to change its address by ten (10) days' prior written notice to the other party If such notice is
mailed it shall be deemed to have been given on the second (2nd) business day following the date of maihng
15 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as
such laws are applied to contracts between Delaware residents entered into and to be performed entirely within
Delaware
16 Entire Agreement
This %riting constitutes tht final txpmt %iem at th parties agreement regarding the Packaged Ststem and is a
complt h and LxLlusm a statt mt ni of lht it rm, of that agreement and shall not be modified or rescinded except bt a
H nttng signed b1 t tch parts hereto \ohs ithstanding am ptrnovons to the contram m ant subordinate docu
mtnts orvtw%here nu prousiuns of ant subordinate document of oral statements of AMS reptesthuatwts which
are in addition to or nconst-tent %ith or other%is& tarv this Agreement shag be binding upon AMS unless
expressh agretd to to tt nhng bt a Lorp(trite offrcar of AMS %hich %nting specificall) refers to this Agreement and
states that it is inttnded to amend modu} (w terminate this Agreement
li Exhibit
Exhibit A attithtd hcrcto is made a part of this Agreement as if fulls included in the text hereof
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of ,.7 '!/a
19-01, by their respetdve duly authorized representatives
~_„Q2~~4r! AMERICAN MANAGEMENT SYSTEMS INC
ICENSEE) ("AMS ~ (LICENSOtq
ey
2~ 1-;too r
6werr/CesonitS
C. GNQLS MFa2 --V~.f_C11 i~6!~ r--
(Name and Tide (Name and Title)
I3
Ptsi-t
EXHIBIT A
TO
AMERICAN MANAGEMENT SYSTEMS, INC
Proprietary Software Term License and
Maintenance Agreement
I AMS shall grant to Licensee a license to use the following computer software components
Local Government Financial System (LGFS) Plus Version
IBM Od-Line Option Under CICS
Fixed Assets Option
Performance Measurement Option
as specified In the following manuals
LGFS Plus Procedures Manual
and as modified by Enhancements
2 For installation at the following location
City of Denton Computer Center
Denton, Texas
on the following computer(s) (manufacturer model serial number)
IBM 4330 - serial number to be specified
or in the event of failure of the designated computers at the above location temporarily on the following
computer(s) at the following location
to be specified
Licensee agrees to notify AMS of any changes in the designated computers during the year within thirty (30)
days after the end of such year
3 For a bcense fee of S 150.00 -for the initial license term and for a lice, -renewal fee of two (2) percent of the
license fee for the initial license term for each full renewal term The terms of payment are as follows
30% upon signing Contract and delivery of Management C3tide, Procedures Guide,
Operations Guide, and Data Entry Guide
50% upon delivery of packaged system and installation guide
20% thirty (30) days after delivery
4 Together with the following additional documentation (2 copies)
LGFS Plus Management Guide
LGFS Plus Operations Guide
LGFS Plus Data Entry Guide
GFS Language Reference Manual
Additional copies of these manuals may be purchased from AMS at its standard rates
5 Together with trauung, assistance and support in using the Packaged System as follows
Fifty-eight (58) staff days AMS installation assistance
Licensee will pay AMS for all associated travel subsistence, and other expenses at cost All additional training
assistance and support shall be provided by AMS on a time and materials basis at AMS standard rates
Agreed to and initialed for identification by
(Licensee) (Licensor)
AWN" TO
PROPRIETARY SOFTWARE TERM LICENSE AND MAINTENANCE AGREEMENT
This Addendum made by and between the City of Denton, County of Denton,
a political subdivision of the State of Texas, Municipal Building, Denton,
Texas 76201, hereinafter referred to as Denton, and American Management
Systems, Incorporated, a Delaware corporation, with principal place of
bu3i,iesa at 1515 k,isuu Bvulevara, Arlington, Virginia 22209, hereinafter
referred to as AMS
RECITAL
Denton and AMS entered into a Proprietary Software Term License and
Maintenance Agreement on the _th day of May, 1981, (hereinafter referred
to as the Agreement), references to the Agreement being hereby made
IN CONSIDERATION of the aforementioned Agreement, the parties hereto
agree to add the following provisions
1 Maintenance Services Paragraph 2a of the Agreement shall be amended to
read as follows
AMS shall provide the maintenance services described in subparagraph 2c
of the Agreement for a period of twelve months (the "Initial Maintenance
Period") beginning on June 1, 1982 without additional charge to
Licensee
2 Maintenance Services Paragraph 2d of the Agreement shall be amended to
read as follows
Suspected error conditions will be investigated and corrected by AMS
personnel at AMS's offices to the extent possible However, to the
extent that Licensor must travel to Licensee's facilities to investigate
reported errors Licensor and Licensee agree as follows
A Licensor personnel shall examine said reported errors and give
Licensee a written description of the error, cause and correction
B If the suspected error condition was attributable to a cause other
than an error of the Licensed Software or an enhancement thL,eto
provided by Licensor, then Licensee shall pay Licensor for travel
and personnel expenses on a time and materials basis
r
L If the suspected error condition was attributable to an error in the
Licenseo oftware or an enhancement provided ;.nereto by Licensor
Licensee shall not be obligated to pay any travel or personnel
expenses beyond the ongoing maintenance services then in effect
3 Governing Law Paragraph 15 of the Agreement shall be amended to read
as follows
This agreement shall be governed by and construed in accordance with the
laws of the State of Texas, and the venue of any dispute shall be Denton
County, Texas
4 Payment Schedule Licensee agrees to pay for the packaged system in the
following manner
ESTIMATED
AMOUNT DATE
A Execution of a Contract 6 Delivery of $15,000 05/12/81
Management Guide, Procedures Manual,
Operations Guide, and Data Entry Guide
B Delivery of Code Structure and Options $15,000 02/01182
Paper
C Installation of GFS and Completion of $35,625 04101/82
Best Test
D Installation of LGFS Plus and Licensed S3S,62S 04/15/82
Software Operational
E Delivery of LGFS Manuals and Completion $15,000 06/01/82
of Formal Training
F Completion of first monthly dosing or $33,750 07/15/82
45 days of operation without major
failure of packaged system
G AMS Travel Expenses will be filed each As Incurred
month as incurred
5 Price Ad u,I Stment If at the date AMS invoices Licensee for packaged
system the established price for the Packaged System shall be lower than
the prices for such Packaged System listed on Exhibit A, then Licensee
shall have the benefit of such lower prices AMS agrees to promptly
notify Licensee of all such price changes
6 Implementation of AMS Licensed Software Subject to the terms of this
section, AMS agrees to supply the required resources to aid and assist
Denton in the implementation of the Packaged System acquired under this
Agreement
n nra unaerstand3 and agrees that Mr William Me Nary, Finance
Director ity of Denton, shall be the Denton Project Manager for
this Agreement However, Mr McNary does not have the authority to
bind Denton without specific authorizations of the City of Denton
(1) Denton will review each deliverable provided under this
Agreement and either accept the deliverable in writing, which
acceptance shall not unreasonably be withheld, or cite the
deficiencies to AMS in writing within ten (10) working days
following delivery to Denton of said deliverable
(2) AMS agrees and understands that the Denton Project Manager
shall be in complete control of this Agreement for Denton
B AMS understands and agrees that Denton has retained the advisory
services of LWFW, Inc (Dallas, Texas) to aid and assist in the
implementation of the Packaged System acquired under this Agreement
C Both formal and informal project management procedures will be
followed by AMS and Denton to maintain high standards of performance
and quality in the development and implementation of the system
Intirmal procedures include day-to-day contacts, verbal briefings,
and the like Formal project management reporting procedures will
includa participation in monthly status meetings with the project
team ind monthly project status reports in writing Progress
reports will contain but not necessarily be limited to the
following
(1) Progress during the past reporting period including significant
accomplishments and/or milestones reached
(2) Problems encountered, scheduled tasks not completed and
solutions arrived at or recommended
(3) Anticipated progress for the next reporting period
(4) Anticipated problems and solutions to such problem
(5) Disposition of any actions requested to be taken by Denton
(6) An updated project schedule reflecting progress to date
D In the event of schedule slippages caused solely by AMS, AMS will
take all actions within its control necessary to bring the project
back onto schedule These actions include but are not limited to
evening, weekend and holiday work and allocation of additional sta'f
at no additional cost to Denton Schedule slippages caused by
others will relieve AMS or the obligation to mainta n the schedule
set forth in (E) below
E A14S will complete the AMS project tasks no later than the date shown
on the schedule below The timely completion of Denton and LWFW
tasks is required to maintain this schedule Some of these key
project dependencies are shown with the responsible party (if other
than AMS)
(1) Execution of Contract (Denton) 05/12/81
(2) Finalize Decisions on Attributes and 02/OL 82
System Options (Denton)
(3) Installation of GFS and Completion of 04/01/82
Best Test
(4) Installation of LGFS Plus, making 04/15/82
licensed software operational
(5) Complete loading of LGFS tables and 05/01/82
options (Denton)
(6) Complete first monthly closing (Denton) 07/15/82
F AMS has supplied Exhibit 8 as a Resource Utilization projection as a
planning guide for future uses of Denton's computer system
G AMS agrees to provide to Denton the following reports
(1) AMS Project Plan
(2) Description of attributes and system options to be used
(3) Monthly status reports (as described in 5c above)
7 Warranty AMS warrants that the Packaged System licensed under this
Agreement will operate on the computer hardware being acquired by Denton
and recommended by AMS
A LGFS Pius (Packaged System described in Exhibit A) has been designed
and developed to be an on-line interactive system When LGFS is
operating alone on the hardware configuration detailed below with
the load specified in the Denton December 24, 1980 Request for
Proposal, two-thirds of the error-free transactions should be ,
processed within three seconds response time
(1) Hardw Configuration
uantit Machine Type
1
4331
1
3278
1
3203
1
3310
1
3370
1
8809
1
8809
30
3278
3
3287
1
IBM 4331 Model I ,Iputer
Model
Description
J01
1 Million Byte Processor
A02
Display Console
005
Printer (1200 LPM)
A01
Disk Storage Drive (64 MB)
A01
Disk Storage Drive (571 MB)
A01
Magnetic Tape Unit
B02
Magnetic Tape Unit
002
Display Stations
002
Printers (120 cps)
96-Column W ti-Function
Card Unit
(2) System Software and Utilities
DOS/VSE Operating System
VSE IPO/I-DC
DOS/VS Advanced Functions
VSE Power
IPF
IPCS
DITTO
CICS/DOS/VS
COBOL Compiler
RPG II Compiler
Sort/Merge
VTAM-ES
ICCF
CA-EARL
CA-DYNAM/D
CA-DRIVER
VSAM/Space Manager
Fast Copy
VSAM
PL1 Transient Library
PL1 Optimizing Compiler
B AMS hereby agrees that the individuals listed in Exhibit C, barring
their resignation, disability or death, will be available for
performance of this agreement
(1) AMS may substitute other personnel of equal or greater
qualifications upon approval of the Denton Project Manager,
which approval may not be unreasonably withheld
(2) to the event of unsatfsfactory performance or inappropriate
conduct of any ANS employee or agent, the Denton Project
Manager shall promptly notify ANS Upon such notification AN$
shall show cause why such employee or agent should not be
reassigned by AMS to a non-Denton activity
C ANS hereby grants Denton the right to modify the source code for
those modules which generate reports without prior consent of AM$
and without voiding the warranties and maintenance services for the
remainder of the software license -
D Denton as a licensee of the Packaged Software acquired hereunder a'
shall be eligible to join the ANS LGFS Users' Group f
Maintenance Loa ANS will send a copy of their customer service log
(Denton's section only) to Denton at least biweekly ,
9
r~
Conflict with License Agreement If any ambiguity or conflict arise; in
the interpretation or analysis of this Addendum and the Proprietary
- x
Software Term License and Maintenance Agreement, this Addendum shall
prevail
r
f
r
n
1e
t
t
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
the 10th day of May, 1981, by their respective duly authorized
representatives
Ci1Q
TY O
F DENTON '
Chris Hartung, City Manager
AMERICAN MANAGEMENT SYSTEMS. INC
By
v mil/,.. ,a.,..,
11ame an t
ATTEST
APPROVED AS TO FORM
1
ioa_
C Taylor, City Attorney
GATE / 1981