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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