1988-1472501L
NO
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
$32,2-5U is hereby authorized for the purpose of purchasing
maintenance support for the City's LGFS software from American
Management Systems r to the the period
attachedst ontract,th wh ~ h Juis
31, 1989, pursuant
incorporated by reference herein
,4jQ119 IL That this ordinance shall become effective
immediately upon its passage and approval
PASSED AND APPROVED this the day of
1988
Y ST HEpi MAY
ATTEST
4*0 TERS, C Y S RETT YY
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
AMERICAN MANAGEMENT SYSTEMS, INC
Proprietary Software Term License and
Maintenance Agreement
AMERICAN MANAGEMENT SYSTEMS INC ( AMS ) a Delaware corporation whose
principal office is located at 1515 Wilson Boulevard Arlington Virginia 22209 and
the City of Denton, Texas ( Licensee )
a Texas municipality whose pnnopal office is located at
City Hall, City of Denton, Texas
agree as follows
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 (I5)
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
a AMS shall provide the maintenance services described in subparagraph 2 c for a period of twelve (12)
months (the Initial Maintenance Period') beginning with the month in which the Delivery Date occurs without
additional charge to Licensee
b Licensee may purchase maintenance services for the Packaged System following the end of the Initial
Maintenance Period for a period of twelve (12) months from the expiration date of the Initial Maintenance Period
Upon receipt by AMS of payment of its invoice for such period AMS will provide the maintenance services
described in subparagraph 2 c AMS will continue to provide such maintenance services as long as (i) Licensee is
current (i e , not greater than fifteen (15) days in arrears) in the payment of the maintenance fee provided in
paragraph 3 hereof for each subsequent maintenance period and (u) Licensee incorporates into the Packaged
System within one hundred eighty (180) days of the issue date all releases relating to the Packaged System
furnished by AMS The Initial Maintenance Period and subsequent maintenance penods are referred to collet
lively as the 'Maintenance Period '
c The maintenance services referred to in 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 will be investigated and corrected by AMS personnel at AMS offices to the
extent possible Licensee may request that AMS conduct such im estigation 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 HAMS in its reasonable judgment determines that the suspected error condition
was attributable to a cause other than an error in the Packaged System or an Enhancement then I wensee 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 training assistance and support in
using the Packaged System as is set forth in Exhibit A Additional training assistance and support will be provided
on a time and materials basis
b if Licensee elects to purchase maintenance services following the end of the Initial Maintenance Period as
described in paragraph 2 hereof Licensee shall 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) days of the date of the invoice of any claimed invoice discrepancies or failures by AMS to furnish services
hereunder In the event of travel by AMS personnel to Licensee s location other out of pocket costs shall be billed
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
lion 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 licensed 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 AIMS 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
LIEU OF AND LICENSEE HEREBY WANES ALL OTHER REPRESENTATIONS WARRANTIES GUARANTEES AND OBLIGATIONS OF
AMS EXPRE5S 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 received
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
byAMS hereunder with respect to the portion of the Packaged System or services giving rise to such liability
b THE REMEDIES PROVIDED IN THIS PARAGRAPH 5 SHALL BE LICENSEE S SOLE AND EXCLUSIVE REMEDIES FOR ANY
AND ALL CLAIMS AGAINST AMS ARISING IN CONNECTION WITH 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 W 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
PROFITS LOST BUSINESS OR OTHER DAMAGE IN CONNECTION WITH THEPROVISION OFSERVICES ORLICENSEE SUSEOFTHE
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 hmited 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 anyway limiting the generality of the foregoing upon such termination
Licensee shall within five (5) business days following the date of termination thereof deliver to AMS the original
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
AMS 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 terns
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 tern 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 thud 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 and/or
use of any proprietary information of AMS which Licensee can establish to
(i) have become publicly known without breach of this Agreement by Licensee, or
(u) hove 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 thud party without any obligation to keep it
confidential
8 Permission to Copy or Modify the Packaged System
a Except for the manuals listed in paragraphs 1 and 4 of Exlubit A which may be copied for the personal use
of Licensee but not for distribution Licensee shall not copy in whole or in part any 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 Exhibit 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 more than five (5) printed copies and five (5) machine readable copies will be in
existence under any license at anyone time without the prior written consent of AMS The onginal 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 oblrgabons to observe keep and perform fully all covenants terms and condibons 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 oblrgabons 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 valid regulabon of any regulatory agency or
self regulatory body having jurisdiction over either party hereto, or should any provision otherwise be held invalid
or unenforceable by a court or other body of competent jurisdiction then each such provision shall be auto-
mabcally 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 contraverng
provision s terminabon 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 Subhcensing
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 condibons 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 modificabon 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 term 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 marl, 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 mailing
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%riling constituttsthefinal expresctonofth part^ agreement regarding the Packaged St stem and is a
complete and exclusn,a scat. mint of the it rm, of that agreement and shall not ttr modified or rescinded except bx a
a nting signed b) arch parts hereto %oh. nhstanding amt prm'isrons to the contrarx m am subordmale tlocu
mt nes or elsewhere nu proe isiuns of am subordinate document or oral statements of AMS rxptesentatives which
are in addition to or nconststent aith or otherwise tary this Agreement shall be binding upon AMS unless
expresshagreedloin NnnngMacorporrteofficerofAMS %hich%ntingspectficall)refers tothis Agreement and
states that it is intended to amend modjt) or terminate this Agreement
17 Exhibit
Exhibit A attnhtd hereto is made a part of this Agreement as if fulh included to the text hereof
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of ..Z°_/Z.
I Z. by their respective duly authorized representatives
ICENSE
By
(Name and Title
AMERICAN MANAGEMENT SYSTEMS INC,
('AMS ) (LICENSOR)
By - - ~ r
J E~~'ss'I~+®trotrs
(Name and Title)
P5141
EXHIBIT A
TO
AMERICAN MANAGEMENT SYSTEMS, INC
Proprietary Software Term License and
Maintenance Agreement
1 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 Fora license fee of $ 150,000 for the initial license term and for a license 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 Guide, Procedures Guide,
Operations Guide, and Data Entry Guide
50% upon delivery of packaged system and installation guide
201% 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 training 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)
ADDENOtA1 TO
PROPRIETARY SOFTWARE TERM LICENSE AND MAINTENANCE AGREEMENT
r
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
buli,ses, at 1515 kiiswi 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 tht,eto
provided by Licensor, then Licensee shall pay Licensor for travel
and personnel expenses on a time and materials basis
r y
r
L If the suspected error condition was attributable to an error in the
Licensed Software or an enhancement provided thereto 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
8 Delivery of Code Structure and Options $15,000 02/01/82
Paper
C Installat'on of GFS and Completion of =35,625 04/01/82
Best Test
0 Installation of LGFS Plus and Licensed $35,625 04115182
Software Operational
E Delivery of LGFS Manuals and Completion $15,000 06101182
of Formal Training
F Completion of first monthly closing 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 ustment 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
Ats understandk and agrees that Mr William McMary, Financt
Director, City 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 Acreement
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
Intormai 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 and 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 problems
(5) Disposition of any actions requested to be taken by Denton
(6) An updated project schedule reflecting progress to date
0 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 reifeve AMS of the obligation to mainta n the schedule
set forth in (E) below
E AMS will complete the AMS project tasks no later than the date sham
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)
P I Y"•C
(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 Plus (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) Hardware Configuration IBM 4331 Model i Computer
uantit
Machine Type
Model
Description
1
4331
JO1
1 Million Byte Processor
1
3278
A02
Display Console
1
3203
005
Printer (1200 LPM)
1
3310
A01
Disk Storage Drive (64 MB)
1
3370
A01
Disk Storage Drive (571 MB)
1
8809
AD1
Magnetic Tape Unit
1
8809
B02
Magnetic Tape Unit
30
3278
002
Display Stations
3
3287
002
Printers (120 cps)
1
96-Column Multi-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-OYNAM/D
CA-DRIVER
VSAM/Space Manager
Fast Copy
VSAM
PLi Transient Library
Pll Optimizing Compiler
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
B AMS hereby agrees that the individuals listed in Exhibit C, barring
their resignation, disability or death, will be available for
r
(Y) In the event of unsatisfactory performance or i
napprophiate
conduct of any AMS employee or agent, the Denton Project
Manager shall promptly notify AMS Upon such notification ANS
shall show cause why such employee or agent should not be
reassigned by AMS to a non-Denton activity
C AMS hereby grants Denton the right to modify the source code for
those modules which generate reports without prior consent of ANS
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 hereWdier
r:
shall be eligible to join the AMS LGFS Users' Group
-
'
Maintenance Log AMS will send a copy of their customer service log
srl
K
(Denton's section only) to Denton at least biweekly
i
5
Conflict with License Agreement If any ambiguity or conflict &rise$ in
the interpretation or analysis of this Addendum and the proprietary
Software Term License and Maintenance Agreement, this Addeo" shat f a R Y
prevail r
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IN WITNESS WHEREOF, the Parties hereto have executed this Addendum as of
the 1214th day of May, 1981, by their respective duly authorized
representatives
C IT
ZDEKTON
PTY OF Chris Hartung, City Manager
ATTEST
APPROVED AS TO FORM
C 0 Tdylo , City Attorney
AMERICAN MANAGEMENT SYSTEMS, INC
ev (9.
ane an t e
DATE IV-01 _Z,& 1981
li P5
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