HomeMy WebLinkAboutINNOVATIVE INTERFACES - CONTRACT - RFP - P720 AUTOMATED LIBRARY SYSTEMR11U 1v
I N N 0 V A T I V E
nierlaees
5850 Shellmound Way
Emeryville, CA 94608
570.655.6200
FAX 510.450.6350
w w w. i i i. c o m
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paee 9
in lawful money of the United States at the times and in the amounts set forth in Schedule B.
If the Implementation Schedule is delayed at the Library's request after initial installation or
training has been scheduled, payments based on acceptance shall be due at the times originally
set (i.e. 60 days after initial training was scheduled to occur).
11.00 WARRANTIES
11.01 Innovative Interfaces represents and warrants to the Library that:
(i) The Equipment and all components thereof, the Licensed Software, all programming
aids and all other items supplied to the Library under the provisions of this agreement
shall be and shall remain free from any and all defects and will conform to all stated
specifications, as defined herein in Schedules F and G, provided that the Equipment and
Software are used in accordance with Innovative Interfaces operating procedure and
remain continuously under Innovative Interfaces' maintenance coverage as defined in
Schedule E.
(ii) As of the date upon which title to the Equipment is transferred to the City, the
Equipment will be owned by the City, and no person, firm or corporation shall have any
interest therein other than Innovative Interfaces and the City pursuant to this
Agreement.
11.02 The representations and warranties by Innovative Interfaces as provided for Section 11.01(i)
shall continue in full force and effect for a period of one (1) year for Hardware and one (1) year
for Software following acceptance of the Equipment and Licensed Software but the expiration
of such period shall not affect the rights of the Library hereunder in respect of any claim of
which Innovative Interfaces has then received written notice from the Library under the
provisions hereof. Any nonconformance of any System component will be corrected by
Innovative Interfaces in the same manner as stated in Schedule E for maintenance and support
services.
11.03 If without the approval of Innovative Interfaces, the Library shall:
(i) exceed the System specifications as set forth in Schedule F; or
(ii) utilize the System for a purpose which is unrelated to MILLENNIUM applications; or
(iii) make modifications to the System or additions which will have an adverse impact on
the System specifications as set forth in Schedule F,
then Innovative Interfaces shall be relieved from any responsibility for a breach of warranty
under clause (i) of Section 11.01 and any other performance guarantees set forth in this
agreement.
11.04 Innovative Interfaces warrants that the Licensed Software and the Equipment, as specified in
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paee 10
Schedule A, including any additions, deletions, or modifications thereto, shall perform
successfully as an Integrated library System as described by the Contract Documents, Innovative
Interfaces' documentation, including the MILLENNIUM Manuals on CD-ROM and the
"Getting Started Manual" on the Internet, as long as the City has a valid maintenance agreement
in effect with Innovative Interfaces. Innovative Interfaces warrants that the System and its
components, as described in this document, including additions, deletions, and modifications,
thereto, shall perform according to the warranty terms, standards, and specifications as set forth
in Schedule F attached hereto and incorporated by this reference. EXCEPT AS SPECIFICALLY
SET FORTH IN THIS AGREEMENT, IT IS EXPRESSLY AGREED THERE IS NO
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
EXCEPT FOR LIBRARY RELATED APPLICATIONS, EXPRESS OR IMPLIED, BY
INNOVATIVE INTERFACES WITH REFERENCE TO THE SYSTEM WHICH EXTENDS
BEYOND THE WARRANTIES SET FORTH HEREIN.
11.05 If degradation in System performance occurs because the Library connects to the System
equipment in violation of Section 7.12, then Innovative Interfaces is thereby relieved from any
responsibilities from a breach of warranty and performance guarantees as set forth in this
Agreement.
11.06 Innovative Interfaces agrees to deliver the latest release of software available at the time of
delivery for the hardware proposed. If a new software release should become available between
the time of the signing of this Agreement and the delivery date for the hardware, Innovative
Interfaces shall deliver the newest release contingent upon Innovative Interfaces's successful
completion of integration and testing of any new software release with the System.
11.07 Innovative Interfaces agrees to protect access to data related to proprietary technology and
materials by participating in a Source Code Escrow Agreement hereto attached as Schedule H.
11.08 The Software's performance and functionality will not be affected by the advent of the year 2000
or the occurrence of any leap year. In particular and without prejudice to the generality of the
foregoing, the Software will:
1. handle date information before, during and after 1 January 2000, including but not
limited to accepting date input, providing date output, and accurately performing
calculations on dates or portions of dates in a manner that is unambiguous as to century;
2. function accurately and without interruption before, during and after 1 st January 2000,
without any changes in operation associated with the advent of that year or the end of
the preceding year;
3. respond to two -digit year date input in a way that resolves the ambiguity as to century
in a disclosed, defined and predetermined manner without the need for human
intervention;
Innovative Interfaces will at its own cost, repair or replace non -conforming Hardware or
Software.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Paee 11
12.00 TERMINATION
12.01 If, prior to payment by the City of the Purchase Price in full, the City defaults in payment of any
sum due hereunder or otherwise fails to fulfill its obligations under this Agreement beyond 60
days after receipt by the City of written notice from Innovative Interfaces of such default, then
Innovative Interfaces shall have the immediate right to terminate this Agreement and revoke the
software license by notice to the City and to enter upon the Library's premises to repossess and
remove any Equipment or Software which is not fully paid for by the City. The City's obligation
to pay charges which have accrued shall survive any such termination of this Agreement by
Innovative Interfaces and such taking of possession shall be without waiver of any other
remedies Innovative Interfaces may have at law or in equity. In addition, the City shall be
responsible for reasonable costs of removal of the System, including but not limited to
transportation and labor charges.
12.02 (i) If Innovative Interfaces does not fulfill its obligations to deliver, install and test the
Equipment in accordance with the dates specified in Schedule C, as revised, or
(ii) If the System when installed does not meet the specifications set forth in Schedule F,
or
(iii) If Innovative Interfaces is in default in respect of any covenant, representation, warranty
and/or agreement provided herein, or
(iv) If any proceeding in receivership, liquidation or insolvency is commenced against
Innovative Interfaces or its property, and the same be not dismissed within 30 days, or
(v) If Innovative Interfaces makes any assignment for the benefit of its creditors, becomes
insolvent, ceases to do business as a going concern, or seeks any arrangement or
compromise with its creditors under any statute or otherwise,
then the same shall constitute an event of default by Innovative Interfaces hereunder, and upon
the happening of any event specified in this Section 12.02, the City may upon 60 days notice
to Innovative Interfaces specifying Innovative Interfaces' default terminate this Agreement and
such termination shall be without prejudice to any right the City may have to damages at law
or in equity; provided that if Innovative Interfaces or any of its Sureties, Guarantors or
Indemnitors remedies its default within the said 60 day period, this Agreement shall remain in
full force and effect. Upon the happening of 12.02 (i) or (ii), the City shall be entitled to a full
refund of all monies paid to Innovative Interfaces. Innovative Interfaces shall be responsible,
at its cost, for the removal of all equipment, licensed software, and supplies delivered by
Innovative Interfaces to the City under this Agreement. Upon the happening of Section 12.02
(iii), (iv) or (v), the City shall be entitled to continue to receive from Innovative Interfaces and
continue to use all materials related to all processes of the System. Upon the happening of
Section 12.02 (iii), (iv) or (v), Innovative Interfaces shall provide to the City the source code
for the Licensed Software. In addition, these materials and all relevant source codes shall be
placed in escrow by Innovative Interfaces upon completion of installation. The escrow materials
shall be accessible to the City only upon the happening of an event described in Section 12.02
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 12
(iii),(iv) or (v), and access will be in accordance with the escrow agreement covenants as
described in Schedule H. Innovative Interfaces shall maintain in such escrow arrangement at
all times a full and current version of the Licensed Software, including any and all
documentation of such products and any subsequent updates or releases of such software or
documentation. Verification of escrowed materials shall be by certified letter from the escrow
agent to the Licensee stating the identity of each document placed in escrow, the physical
location of the escrow, and the date of establishment of the escrow.
13.00 GENERAL PROVISIONS
13.01 No party to this Agreement shall have the right to assign its rights or obligations under this
agreement except with the written consent of the other party hereto, which consent will not
unreasonably be withheld.
13.02 There are no understandings, agreements or representations, express or implied, between the
parties hereto not specified or embodied herein. Any prior commitments, written or oral, made
by either party to this Agreement are superseded by this Agreement, unless incorporated herein.
13.03 This Agreement shall not be modified, amended, rescinded, cancelled or waived in whole or in
part, except by written instrument signed by the parties hereto and no waiver of any of the
provisions of this Agreement shall constitute a waiver of any of the other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver unless expressly
so provided therein.
13.04 This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado.
13.05 In the event that a claim or cause of action arises out of the interpretation, performance, or
breach of this contract, the venue for any action hereunder shall be in the State of Colorado.
13.06 All notices to be given to or received by the parties hereto shall be in writing and shall be
delivered by messenger or mailed by prepaid registered or certified first class mail, with return
receipt requested, to any such party at its address which:
in the case of Innovative Interfaces shall be:
Innovative Interfaces
5850 Shellmound Way
Emeryville, California 94608
Attention: President
and in the case of the City shall be:
Fort Collins Public Library
201 Peterson Street
Fort Collins, CO 80524-2990
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Paee 13
Attention: Technology Coordinator
Either party may by notice change its address for the purposes hereof. Any such notice shall be
deemed to have been given, on the date of its actual receipt.
13.07 Contract Documents
Each of the Contract Documents listed below is incorporated herein by this reference as if set
forth in full, and shall constitute a part of this Agreement. In the event of any conflict in any
obligation of the parties pursuant to the below Contract Documents, control shall be
determined in the following order of decreasing precedence:
(1) This Agreement, including the attached Schedules A through K;
(2) Innovative Interfaces' Best and Final Offer, dated 27 September 1999;
(3) The City's Request for Best and Final Offer, dated August 1999;
(4) Innovative Interfaces' Proposal, dated 28 July 1999 ("the proposal"); and
(5)The City's Request for Proposal, dated 14 June 1999 ("the RFP").
13.08 Save as otherwise expressly provided, this Agreement shall inure to the benefit of and be binding
upon the parties hereto, their respective successors and permitted assigns.
13.09 This Agreement is made and becomes effective when executed by a duly authorized
representative of the City and a duly authorized officer of Innovative Interfaces at Emeryville,
California.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 14
IN WITNESS WHEREOF, said Innovative Interfaces and the City of Fort Collins have caused these presents
to be executed in their behalf respectively by their proper officers thereto duly authorized, as of the later date
here written below.
CITY OF FORT COLLINS, COLORADO
a municipal cor%%poorati/no�nnn •• �n�n /n
By: �L� t• "+, - ..z
Name: John F. Fischbach
Titl Manager
By. E !� L
Name J mes B. O'Neill II, CPPO
Title: Director of Purchasing and Risk Management
Date: f j'14I
ATTEST:
City Clerk
APPROVED AS TO FORM:
Assistant City Attorney
INNOV
IM
Name: Gerald M. Kline
Title: j CEO/President
Date: �/�� /qq
ATTEST:
WITNESS
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE A
MILLENNIUM Hardware and Software
MILLENNIUM Contract
December 16, 1999
Paae 15
Product Price
MILLENNIUM SOFTWARE $193,000.00
Online Public Access Catalog
Text -based OPAC access for 4 users
OPAC Gateway
WEBPAC (Web server)
Z39.50 Client and Server (including Broadcast Searching)
Export/Create a Bibliography from OPAC
Encyclopedia Britannica Link (requires a subscription to the web version of Encyclopedia
Britannica, which is not included)
Unlimited Web OPAC User License
Cataloging & Report Writer
Database Maintenance
Cataloging Workstation Client Software for Windows9x/NT
Unlimited Bibliographic, Item and Authority Records
Full Bibliographic Record Indexing
Table of Contents Indexing and Display Software
OCLC Interactive Interface via the Internet
INNOPAC/MILLENNIUM File Transfer Software
Link Maintenance -- Sort Items by Location, Synchronize Location Codes
Authority Control Software
Automatic Authority Updating
Report Writer
Online Storage for 80 Simultaneous Review Files
Millennium Web -based Management Reports
Circulation
Circulation Control
Unlimited Patron Records
Circulation Notices via Email
PC Circ Backup Circulation Software, site license
Inventory Control
Homebound Module and Family Records
ACQUISITIONS & FUND ACCOUNTING $309000.00
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 16
Ordering
Receiving
P.O. Printing
Claiming
Fund Accounting & Invoice Processing
Foreign Currency Conversion
Vendor Statistics
Worksheet Printing
Electronic Ordering via Email
Electronic Serials Invoice Processing
SERIALS CONTROL $309000.00
Checkin
Claiming
Routing
Binding
Unlimited Checkin Records
Unlimited Holdings Records
Electronic Claiming of Serial Issues via Email in X12 format
SISAC Barcode Checkin
INTER LIBRARY LOAN
$15,000.00
Inter- Library Loan Module
Transmit ILL requests to OCLC via ISO 10160/10161 protocol
Transmit ILL requests via Email
ADDITIONAL SOFTWARE
Interface with 3M Selfcheck includes 1 setup
$4,500.00
Setup per 3M Selfcheck station Qty.: 3
$3,700.00
Kids Online
$9,500.00
Collection Agency Module
$5,000.00
Foreign Language OPAC Interface (Spanish)
$5,000.00
Patron API (URL) Interface (re: to work with CybraryN)
$9,000.00
Location based Scoping for up to 8 Locations
$12,000.00
Reserve Book Room
$10,000.00
Telephone Notification System
$12,500.00
Telephone Renewal System for 2 lines
$16,500.00
Web Access Management with URL checker
$14,500.00
Subtotal, Additional Software
$1029200.00
Innovative Interfaces, Inc. and
City of Fort Collins
USERS
Unlimited Web OPAC Users
Staff Users
Subtotal, Users
PERIPHERAL HARDWARE
B321 Percon Barcode readers
Subtotal, Peripheral Hardware
Qty: 110+ Included
Qty.: 70
Qty: 2$6,200.00
SUBTOTAL, SOFTWARE, USERS, PERIPHERAL HARDWARE
Allowance
SUBTOTAL, SOFWARE, USERS, PERIPHERAL HARDWARE
CENTRAL SITE HARDWARE
MILLENNIUM Contract
December 16, 1999
Page 17
$105,000.00
$105,000.00
$69200.00
$4819400.00
($192,560.00)
$2889840.00
$489052.00
Compaq/Digital Alpha DS20 6/500 with a single processor, I GB memory, and 27 GB of disk
configured at RAID level 5, including:
1 DA-55NJA-FA
1 KZPCM-DA
2 DS-RZIDA-VW
1 3R-VRQV5-24
1 SN-PBXGK-BB
1 BN39C-02
1 BN26J-IK
I QA-MT4AA-H8
1 FP-TO103-36
2 TLZ 10-LK
1
AS DS20 6/500,PED, IGB,UNIX
Dual Chl PCI to USCSI Adapter
9.1GB 7200rpm UWSCSI SBB
V500 15"(13.8"V) Mon NH TC095
ELSA GLORIA Synergy 8MB graph
Video Extension Cable
Power Cord US/Canada/Japan
Tru64 UNIX Alpha CDRM
3YR 1200 Class Priority Pkg 7 X 24
TLZ10 DAT 4MM Intnl Tape Drive
UPS Power supply with Powerwatch software
SUBTOTAL, CENTRAL SITE HARDWARE
Hardware Allowance
$489052.00
($7,208.00)
SUBTOTAL, CENTRAL SITE HARDWARE $409844.00
Innovative Interfaces, Inc. and
City of Fort Collins
TOTAL SYSTEM
SERVICES
MILLENNIUM Contract
December 16, 1999
Page 18
$3299684.00
From Compaq/Digital:
Shipping and insurance of central site hardware as billed by Compaq
From Innovative Interfaces:
Base Services, including: $60,000.00
Setup and Installation of CPU and Millennium Software
Profiling service for initial Bibliographic, Authority, Item and Patron Records
Load of Bibliographic, Authority and Item Records
Load of Patron records
Load of Circulation Checkouts, Holds, and Fine Totals
On -site Training ( 12 days), including travel expenses
1 copy Getting Started with Millennium Manual
1 copy Millennium User Manual for Windows
10 additional days of training, as follows: $10,000.00
Custom programming (Schedule K) included
Subtotal, Services $709000.00
GRAND TOTAL
MAINTENANCE
Year 1
Year 2
Year 3
Year 4
Year 5
Maintenance Total (5 Years)
Prepaid 5 Year Maintenance Option
$39%684.00
Included
$36,000
$36,000
$36,000
$36,000
$144,000
$1269720
Software maintenance and support services include a Millennium software warranty, unlimited
access to a 24-hour Helpdesk via a toll -free phone number, regular Millennium software
enhancements, and new editions of the Millennium User Manual.
Central Site Hardware maintenance and support services include a 3-year, 7 X 24 4-hour response
time warranty.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 1
THIS AGREEMENT is made by and between INNOVATIVE INTERFACES, INC.,
an Equal Opportunity Employer, M/F, HN company, incorporated under the laws of the State of California,
hereinafter referred to as "Innovative Interfaces") and THE CITY OF FORT COLLINS (hereinafter
referred to as the "City" or the "Library").
WITNESSETH:
WHEREAS the City wishes to install and use a computer system to improve the operation of the Library;
and,
WHEREAS Innovative Interfaces has represented and does hereby represent to the City, subject to the terms
and conditions hereof, that the computer equipment and Licensed Software to be supplied to the
Library pursuant hereto will satisfy the requirements of the City as set forth hereunder;
NOW THEREFORE in consideration of the premises, and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1.00 INTERPRETATION
Where used in this Agreement, unless stated otherwise, the following words and phrases have the
respective meanings set forth below:
1.01 "Agreement", "this Agreement", "herein", "hereunder" and similar expressions refer to this
Agreement and the Schedules annexed hereto and referred to herein, all as amended from
time to time, and the expression "Section" followed by a number means and refers to the
specified section of this Agreement:
1.02 "Licensed Software" or "MILLENNIUM" is the software listed in Schedule A, including
but not limited to the programs, operating software, Third -Party software and related items,
any documentation for such products, and any subsequent updates or releases of such
software or documentation which are furnished by Innovative Interfaces to the Library for
use in connection with such product or to be obtained by Innovative Interfaces from other
suppliers and furnished to the Library.
1.03 'Equipment" is the equipment listed in Schedule A, and any subsequent additions, deletions,
or modifications thereto, to be obtained by the Library from Innovative Interfaces.
1.04 "System" is the combination of hardware and software components, as specified by
Schedule A, and any subsequent additions, deletions, or modifications thereto.
1.05 'Date of Final Acceptance" means the date upon which the Library endorses its acceptance
of the Licensed Software in the System environment with respect to the achievement of the
acceptance standards set forth herein.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Paee 19
UPS Batteries are not covered by maintenance.
OPTIONAL PRICING
Software
Community Information Database $15,500.00
Materials/Media Booking $12,000.00
Patron Debit System $3,500.00
Acquisitions Interface to External Accounting System $5,000.00
Local Image Linking $10,700.00
INN -REACH REQUIREMENTS TO PARTICIPATE IN PROSPECTOR
Local System Linking & Record Loading $14,500.00
Requests & Circulation for Local Sites $9,500.00
SCHEDULE A NOTES
Pricing and configuration is based on the following number of simultaneous users:
110+ OPAC
70 Staff
The OCLC Interface requires OCLC Passport for Windows and the MILLENNIUM be connected
to the Internet.
The MILLENNIUM CPU quoted was configured based on 1 GB of RAM; 300,000 titles; 500,000
volumes; 25,000 orders; 7,000 check -in records; 375,000 authorities and 140,000 patrons;
additional disk may be needed to support the database above these numbers.
This configuration is based on the storage for the record counts supplied at 4 GB --an additional
disk for RAID synchronicity is included.
Discounted hardware, software, and services cannot be turned back to Innovative for credits or
refunds.
For Innovative Interfaces to provide service and maintenance to the site, Internet access is required.
The discount proposed applies to this configuration only. Any changes made to this configuration
may result in the amount of the discount being changed.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 20
Prices do not include any applicable taxes, which are the responsibility of the City.
All prices given are valid for a period of 120 days from the date of the proposal.
Requires Bibliographic and Authority data to be supplied in the MARC Communications format
and Patron data to be supplied in an Innovative approved format; data supplied in any other
format(s) must first be reviewed by Innovative for analysis prior to determining a price for loading
into the INNOPAC.
Includes loading of Bibliographic, Authority, and Item records in the USMARC Communications
format, from a single source and de -duplicated, with an initial load and gap tape, as well as on -going
patron loads, with records supplied in a format specified by Innovative Interfaces.
In the event that a hardware item is returned for any reason, restocking and handling fees will apply at
$100 per item, as well as shipping costs to and from the library site."
Maintenance charges are for all INNOPAC Software and B321 portable barcode reader purchased
from Innovative and for central site hardware from Compaq. All other peripheral equipment
purchased from Innovative Interfaces is not included under the maintenance agreement.
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE B
PAYMENT SCHEDULE
GRAND TOTAL
MILLENNIUM Contract
December 16, 1999
Paee 21
$3999684.00
Event Percentage Amount($)
Signing of Agreement 10
$39,968.00
Installation of Equipment 10
$39,968.00
Initial Software Installation- 35
$139,889.00
TestPAC Acceptance 30
$119,905.00
(or no later than 60 days from software installation, whichever is earlier)
Final System Acceptance 15
$59,954.00
(or no later than 180 days from software installation, whichever is earlier)
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE C
PROJECT IMPLEMENTATION PLAN
MILLENNIUM Contract
December 16, 1999
Page 22
witnm two weeks of signing this Agreement, the Library and Innovative Interfaces will develop a detailed,
mutually -agreeable Project Implementation Plan that expands the Plan shown below. From time to time the
Library and Innovative Interfaces may jointly review this Project Implementation Plan and make such revisions
to it as are mutually agreed upon in writing. This review shall also serve to clarify each Event, and establish
intermediate Events and Dates as necessary. A delay in any one event shall cause a delay in all subsequent
events. Delays are subject to rescheduling as resources are available.
DATE
OF EVENT
By 8 December 1999
EVENT
NUMBER
1
PARTYSTIMATED
RESPONSHILE
Both
Contract signing
Within 2 weeks of
contract signing
2
Innovative
Send Documentation
At least 45 Days prior
to TestPAC training
3
Library
Deliver data tapes to Innovative
At least 45 days prior
to TestPAC training
4
Library
Deliver completed worksheets to
Innovative
Within 120 days from
Contract signing
5
Innovative
TestPAC Installation and Training
2-4 weeks after
TestPAC Installation
6
Library
TestPAC approved
TBD
7
Both
Full data load (Library loads data,
Innovative monitors the load)
TBD
8
Innovative
Catalog Training & Circulation
Parameters
TBD
9
Innovative
Circulation training & Acquisitions
Parameters.
TBD
10
Innovative
Acquisitions Training
TBD
11
Innovative
Serials Training
No more than 90 days
after TestPAC
Installation
12
Library
System Acceptance
No more than 1 year
from TestPAC
Installation
13
Library
Maintenance Payments begin
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 23
SCHEDULE D
DATA MIGRATION AND DATA LOAD DESCRIPTION
Innovative Interfaces will provide to the Library, for the price listed in Schedule A, MILLENNIUM tape loading
services for data in the MARC Communications format consisting of the following:
* Profiling & Specifications Set -Up
* Test MILLENNIUM
* Conversion of NON-MARC, OCLC, and union list and circulation transaction data as listed in
Schedule A
* Initial Tape Load
* Monitoring of Tape Loads
A. PROFILING AND SPECIFICATIONS:
Using the worksheets from the Getting Started manual, Innovative Interfaces will configure the
MILLENNIUM to specifications as agreed upon by both Innovative Interfaces and the Library. These
profiles include Field Definitions and Indexing.
B. TEST MILLENNIUM:
A test set of records (Test MILLENNIUM) will be loaded into the MILLENNIUM for examination by
the Library. Approximately 20,000 records are loaded as part of the test. It is the responsibility of the
Library to examine the Test MILLENNIUM to determine if records are being loaded according to the
agreed specifications. If adjustments need to be made, Innovative Interfaces will make adjustments at
this point in load processing and re -do the Test MILLENNIUM. Upon written approval of the Test
MILLENNIUM by the Library, the remainder of the records in the initial load will be loaded into the
MILLENNIUM.
C. INITIAL TAPE LOAD:
The initial tape load can consist of the following possible types of records:
a. Bibliographic (or Bibliographic and Item)
b. Authority
c. Patron
D. CONVERSION AND TAPE LOAD OF OTHER DATA:
Innovative Interfaces will convert and load the specified transaction data provided by the Library as
output from the Library's installed system.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 24
Once the initial records and transaction data are loaded, the tape load is complete.
D. GAP TAPE LOAD:
Gap tapes represent bibliographic, authority and patron records which have been produced between the
time the initial load tapes were produced and when the Library begins adding new records directly on
the MILLENNIUM.
Although gap tapes are not part of the initial load, Innovative Interfaces, as part of its on -going service,
will work with the Library in loading these records. One set of gap tapes, if received within six (6)
months of System installation, will be loaded and monitored as described above at no additional charge.
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE E
MILLENNIUM SYSTEM SPECIFICATIONS
MILLENNIUM Contract
December 16, 1999
Paee 25
The specifications for the modules purchased herein as set forth in Schedule A, and the System specification
are more particularly described in the MILLENNIUM User Manuals on CD-ROM and the Getting Started
Manual on the Internet, which are incorporated herein by reference.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 26
SCHEDULEF
PERFORMANCE TESTING AND WARRANTIES
1. RESPONSE TIME DEFINITIONS AND THRESHOLDS
The purpose of this section is to define response time and specify the response times that can be expected.
For the purpose of response -time testing and verification, response time is defined as the amount of elapsed time
between the operator signaling the computer to perform an operation and the appearance of the first character of
retrieved data indicating a system response on the workstation screen. This signal is normally either the successful
scanning of an item or patron label or the pressing of a function key on the workstation. Since "Normal System
Loading" and "Peak System Loading" are a description of System state and System workload that are subject to
varying interpretations, Innovative Interfaces considers the "Normal System Loading" guarantees to be applicable
to the System for 95% of the transactions performed, and "Peak System Loading" guarantees to be applicable to
the System for 5% of transactions performed. If the number of Workload transactions used for evaluation
purposes exceed, by 30% or more, the number of transactions of the System in actual use during any sampling
period measured by the Library and Innovative, then the testing Workload will be deemed invalid and a new
Workload configuration calculated to be within the limits mentioned above.
The Library can therefore expect 1 out of 20 transactions to fall within the 'Peak System Loading" response times
but to never exceed those response times. The other 19 out of 20 transactions will fall within the "Normal System
Loading" response time.
During periods of both Normal System Loading and Peak System Loading, Average Response Times and
Maximum Response Times are guaranteed as specified in Section 2.3 below. Any measurable network latency
identified by the either the Library or Innovative Interfaces will be factored into response time measurement.
2.1 General Definitions
The System, as defined in Schedules A, shall provide average transaction response times at user
workstations as described below. In establishing these performance criteria, the following definitions shall
be used:
2. La Transaction: A "transaction" is defined as a complete unit of work achieved by an individual using
an online workstation in interactive mode. Such unit of work shall consist of one (1) or more
inputs by the individual, and a responding output by the system for each input. Each input shall
consist of one (1) or more characters of information resulting from a keystroke or operation of a
label -reading device such as a light -pen or laser scanner. Each response by the system shall
consist of one (1) or more characters of information transmitted to the terminal device or
workstation at which the individual made the corresponding input.
Complete units of work that constitute transactions include, but are not limited to, the following
charge
Innovative Interfaces, Inc. and
City of Fort Collins
discharge
renewal
inquiry (of any type)
patron record input
bibliographic record input
bibliographic record update
authority record input
authority record update
MILLENNIUM Contract
December 16, 1999
Pave 27
A given transaction is completed once the individual at the workstation has received a response,
as defined by Response Time.
2. Lb. Workstation: Any device that provides for interaction between a user and the System.
Workstation devices include video monitor displays with keyboards, light pens, laser scanners,
and other user -operated devices.
2.1.c. Response Time: The elapsed time between the completion of a user input (pressing a key, lightpen
wanding or laser scanning of a label) and the start of the resulting computer response (first
character of retrieved data of a display, or an acknowledge tone).
2.1.d. Normal System Loading: shall mean any transaction processing loading at less than peak. When
the System is in operation during Normal System Loading for at least a thirty (30) minute period,
100% of each of the types of Transactions shall meet the Average Response Times under Peak
System Loading as specified below in Section 2.3.
2.2 System Transaction Throughput Capacity
For purposes of performance warranty and testing, the System shall be operated with some or all
workstations up to the authorized number of users licensed in this Agreement, and shall be
capable of performing at the response times shown below in Section 2.3 below, provided that the
total number of transactions perfonned per hour does not exceed 73,440.
Number of User -Oriented
Transactions/ All Workstations During Peak Hours
Charges/Renewal 7,380
Discharges 7,380
Online Catalog Queries & Searches 52,530
Inputs/Updates 6,150
Innovative Interfaces, Inc. and
City of Fort Collins
Total:
73,440
MILLENNIUM Contract
December 16, 1999
Page 28
2.3 Response Times: 100% of transactions shall complete with the applicable Average Response Times shown
below. Each transaction shall complete within the applicable Maximum Response Time shown below.
(1)
(2)
(3)
(4)
(5)
Transaction Type
Average Resp. Maximum Resp.
Average Resp. Maximum Resp.
Times Under
Times Under
Times Under
Times Under
Normal System
Normal System
PEAK System
PEAK System
Loading
Loading
Loading
Loading
Charge/Renewal/Discharge
2 seconds
5 seconds
3 seconds
7 seconds
Patron Query
2 seconds
5 seconds
3 seconds
7 seconds
Input/Update of Records
3 seconds
6 seconds
4 seconds
10 seconds
Holds
2 seconds
6 seconds
6 seconds
10 seconds
Online Catalog
Query Non -Boolean
2 seconds
6 seconds
5 seconds
10 seconds
Online Catalog
Query Boolean
5 seconds
10 seconds
10 seconds
15 seconds
3. RESPONSE -TIME WARRANTY AND ACCEPTANCE TESTS
3.1 Response -Time Warranty Test: On demand, the Library may conduct a Response Time Warranty
Test as described herein to determine whether the System is fulfilling the response times specified
above.
3.2 Response -Time Acceptance Test: Acceptance of System, as described in Schedule A, shall require
successful completion, or waiver, by the Library of Response -Time Acceptance Test as described
herein.
The Response Time Acceptance Test as described above shall be performed for a period no less than
30 minutes. To successfully pass the test, the System must perform with average response times as
described herein.
3.3 Response -Time Test Methodology: The following methodology will be used, unless the test is
waived, for the Response -Time Test;
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 2
1.06 "Installation Site" or "Site" means the room or rooms within which each unit of the Central
Site Equipment is to be installed on the premises of the Library.
1.07 "Purchase Price" means the dollar amount to be paid by the City to Innovative Interfaces,
as set forth in Schedule A, for fulfillment of its obligations under the terms of this
Agreement.
1.08 "Installation" means the delivery and successful loading and operation of the Licensed
Software specified by Schedule A on the Equipment and the provision of services related
to installation of the Licensed Software and Equipment.
2.00 SUPPLY OF SYSTEM
2.01 In consideration of the payment of the Purchase Price and subject to all the terms and
conditions hereof, Innovative Interfaces shall:
3.00
(a) sell to the City, and the City shall purchase, the Equipment referred to in Section
3.00 and listed in Schedule A;
(b) supply to the City under license the Software and Services referred to in Section
4.00 and listed in Schedule A; and
(c) deliver to the City the materials and documentation referred to in Section 5.00 and
listed in Schedule A.
2.02 Subject to the other terms and conditions hereof, the System will be installed and will
become operational in accordance with the implementation timetable set forth in Schedule
C, as revised and finalized.
2.03 Innovative Interfaces warrants that at the time of delivery it has the right to grant the
software license(s) contained herein. Innovative Interfaces warrants that it has the right to
convey title to the Equipment described herein free and clear of all liens and encumbrances.
3.01 The Equipment will consist of computer equipment to support the MILLENNIUM System,
including all necessary components and peripherals for proper functioning, as described
more particularly in Schedule A.
3.02 Innovative Interfaces hereby certifies and warrants that the System configuration, as
specified by Schedule A, shall work successfully as an integrated library system to provide
the Library with the functions and capabilities of the Licensed Software as described by this
Agreement and set forth more particularly in Innovative Interfaces' Proposal in Response
to the City's Request for Proposal (RFP).
4.00 SOFTWARE
4.01 Innovative Interfaces will supply to the Library the licensed Software listed in Schedule A,
Innovative Interfaces, Inc. and
City of Fort Collins
a
MILLENNIUM Contract
December 16, 1999
Page 29
Persons will measure at MILLENNIUM workstations the performance and response times of
transactions, as described below. The test can be conducted at as few as one (1) workstation while
all other workstations conduct transactions distributed randomly among system functions
approximately representative of typical use of the system during peak times.
3.3.a. All persons measuring response time ("recorders") must understand completely and precisely
what is being measured. This can be achieved by understanding the precise written
statements that describe the test measurement procedures as provided by Innovative
Interfaces and agreed upon by the Library.
3.3.b. When a series of test measurements are taken, it is very important that the operating
environment at the time the measurement or group of measurements is taken be recorded.
This environment recording must include:
-The time of day (beginning and end of test period)
-The workstation, processor, and telecommunication configuration in use at the time of
the test
-An indication of any "external' activity that may affect response time (e.g., batch
processing jobs)
-Approximate measures of transaction volumes, database size, and active terminals.
3.3.c. Test periods should be structured so that all readings of a particular test measurement are taken
in close time proximity. For example, during a single test period of thirty minutes, at least
ten measurements should be taken of a given transaction time.
3.3.d. All test locations should take test measurements during the same predefined test periods.
3.3.e. All test measurements should identify the workstation at which the measurement was
taken, the workstation type, and the speed at which the workstation was operating.
3.3.17. A system monitoring report should be generated on all system activities involved in the test
immediately prior to and immediately following the test period.
RESPONSE -TIME INITIAL ACCEPTANCE
On demand, within the 180-day acceptance period, a thirty (30) minute Response -Time Warranty Test as
described above can be conducted by the Library to determine whether the System is meeting the contracted
response times. If the System is not meeting the response times as shown above, then Innovative Interfaces
shall make the necessary hardware and software adjustments to cause the System to meet the contracted
response time. Innovative Interfaces shall make support personnel available on a consulting basis for
purposes of consultation and direction in maintaining optimal response time.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 30
5. FIVE-YEAR RESPONSE TIME WARRANTY GUARANTEE AND LIMITATION
5.1. Innovative Interfaces warrants that the System shall perform the functions specified by this Agreement and
its attachments, and Innovative Interfaces' documentation and at the levels described in this schedule for five
years from date of system acceptance.
5.2. A new release of Software may require more computer resources than a preceding release, in which case
the Library at its option may choose:
5.2.a. Not to implement a new release, and Innovative Interfaces will agree to support the Library's then -
installed Software release, whereby the Library agrees to explicitly forego the functions and
features of the new Release, for an additional two (2) years from the date that Innovative
publicly announces the availability of the new Release, or five (5) years from the date of the
acceptance of the System, whichever date is earlier; or
5.2.b. Based on the City's own investigations and confirmations with other MILLENNIUM customer
institutions operating the new Release in an environment similar to that of the Library, define
the specific, additional hardware or software to be added to the existing System to maintain the
performance thresholds established herein, agree to purchase and install additional resources
to keep response time performance at the necessary levels; or
5.2.c. Add the Software release and accept a potential degradation in response time, relieving Innovative
Interfaces of the response time requirements.
6. DATABASE PROCESSING AND LOADING THRESHOLDS:
6.1 The Library shall supply Innovative Interfaces with database files in machine-readable format. Innovative
Interfaces will convert bibliographic data to USMARC format, create USMARC holdings records and map
other data elements to the record formats required by Innovative Interfaces.
6.2. Innovative Interfaces shall supply software so that after database loading, the Library may output the
bibliographic records to magnetic tape or other medium using MARC format.
6.3. Innovative Interfaces shall supply software to overlay bibliographic records returned by the tape processing
vendor and to load and correctly associate name and subject authority records with corresponding
bibliographic records returned, leaving item records intact, such program to run concurrently with operations
without degradation to response times of online transactions, except for the response times of real-time
updates to bibliographic and authority files, which may degrade.
6.4. Innovative Interfaces shall provide software to batch load records as follows at the projected load rates:
Average Average
Types of Records Load Rate with CPU Dedicated Load Rate with CPU Performing
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Nee 31
to Batch Processing Interactive Transactions with
Batch Loading at a Lower Priority
Bibliographic 600 records/hour 500 records/hour
Bib. Overlay 300 records/hour 200 records/hour
Authority Records 600 records/hour 500 records/hour
6.5. Innovative Interfaces warrants that in the event reloading of the bibliographic database or authority database
or transaction data is necessary due to problems caused by the software licensed hereunder, Innovative
Interfaces shall perform such reloading at no additional cost.
6.6. Innovative Interfaces shall deliver with the Software necessary programs and documentation for the Library
to input to System from magnetic tape or other medium, and to output from System onto magnetic tape or
other medium, using standard tape drive or other duplication equipment, the following data in appropriate
MARC formats where such formats are applicable:
Data in Systems
6.6.a. All bibliographic records in MARC formats for:
Books
Serials
Maps
Scores
Sound Recordings
Archives and manuscripts
Machine readable data files
Visual materials
* Innovative Interfaces will fully support US MARC format integration.
6.6.b. All authority records in MARC formats, for:
Personal names
Corporate/conference names
Subjects
Series
Uniform titles
6.6.c. All holdings, patron, and circulation transaction data in US MARC format.
Authority Control
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Pace 32
6.7. The System shall include capabilities for Authority Control as defined below:
The Association by the System of Bibliographic records and Authority records to provide for online input,
update, and inquiry of bibliographic data through collocation of Bibliographic records by or about given
authors, subjects, or titles with use of consistent forms of headings and associated cross-references as
provided by Authority records. Such Bibliographic records and Authority records shall be input to and
output from the System in appropriate MARC formats. The System shall establish associations between and
among bibliographic records and Authority records in real-time from online inputs and updates of
Bibliographic records and Authority records, and in batch mode through batch input and update of
Bibliographic records and Authority records.
6.8. Databases to be loaded
-Patron File
-Bibliographic and Item
-Authority
-Periodicals and Serial Bibliographic Records, including volume data
• Circulation transactions
-Fund management
-Acquisitions transactions
7. DISK STORAGE THRESHOLDS:
7.1. Innovative Interfaces warrants the disk storage requirements of the System, under the current release of the
software, for the following types of records:
1,000 characters per bibliographic record
500 characters per item record
500 characters per patron record
0 characters per circulation record
750 characters per name authority record
750 characters per subject authority record
7.2. Innovative Interfaces warrants that these disk storage capacities shall not degrade the performance warranties
for response time and other aspects of the System as warranted elsewhere in this Agreement and its
Appendices.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 33
7.3. Innovative Interfaces warrants that the System, under the current release of the software, as described by
Schedule A, shall have at least the following storage capabilities.
NUMBER OF RECORDS
CURRENT
5-YEAR TOTAL
BIBLIOGRAPHIC: 220,000
300,000
AUTHORITIES: 260,000
375,000
HOLDINGS: 350,000
500,000
PATRONS: 100,000 140,000
CIRCULATION (annual) 1,750,000
2,250,000
8. BATCH PROCESSING THRESHOLDS:
Innovative Interfaces warrants that the batch processing activities shown below can be performed with dedicated
use of the central site configuration specified in Schedule A,
under the current release of the software, within the
number of hours specified below.
(1)
(2)
Batch Processing Activity Wall -Clock Time in Hours
Required to Perform Batch Processing
Activity with Dedicated Use of
the Specified Configuration
8.1. Weekly Backup of all
System data files 4 hours
8.1.a. Daily backup of
transactions 25 minutes
8.2. Performance of
applications system
batch processing for
the following
Innovative Interfaces, Inc. and
City of Fort Collins
applications
8.2.a. Circulation System
8.2.b. Acquisitions System
8.2.c. Bibliographic
Database System
8.2.d. Materials Booking
Software
8.2.e. Management Information
Reports
9. PENALTIES & REMEDIES OF PERFORMANCE TESTING:
MILLENNIUM Contract
December 16, 1999
Page 34
2 hours
2 hours
1 hour
Unknown
Optional
As the sole remedy of the Library for degradations in performance, Innovative Interfaces warrants that if the
System, as defined by Schedule A and Schedule F(3), fails to perform according to the provisions of this Schedule
F; that Innovative Interfaces shall make necessary hardware and software adjustments at no cost to the Library to
meet contracted performance levels, no later than 60 days from date of notification by the Library.
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE G
ACCEPTANCE OF SYSTEM
1. GENERAL
1.1. Acceptance Tests
MILLENNIUM Contract
December 16, 1999
Paee 35
Acceptance of the System as described in Schedule A, shall require successful completion, or waiver by
the Library, of the following Acceptance Tests:
• Hardware Acceptance, defined as successful installation of the Hardware described in Schedule A, and
successful completion of manufacturer's initial "burn -in" or stress test.
-Database load and TestPAC Acceptance, as described in Schedule D
-System Reliability Acceptance Test
-Functional Performance Acceptance Test and Response -Time Acceptance Test
1.2. Acceptance of Changes to System
At the Library's option, acceptance of the System, including but not limited to installation of a new or
upgraded Hardware and/or Software configuration, or a new or enhanced Software module or release may
also require successful completion of each of these three types of Acceptance Tests named above in 1.1.,
all of which must be attempted or waived by the Library within thirty (30) days of such Installation.
Acceptance of the System, or of any other System, upgrade, or enhancement that requires re -loading of
data files, shall require:
1.2.a. Successful loading of the Library's data files, and successful completion of the three types of
Acceptance tests with the Library's database.
2. SYSTEM RELIABILITY ACCEPTANCE TESTS
2.1. Innovative Interfaces shall notify the Library when the Hardware and Software has been installed
(hereafter referred to as "Installation"), and is ready for use, and Innovative Interfaces has loaded or has
begun to load the Library's Bibliographic and Authority records into the System and demonstrated the
capability to create item records and build the patron database. The performance period for the System
Reliability Acceptance Test (a period of sixty consecutive operational days) shall commence on the next
working day following receipt by the Library of Innovative Interfaces' certification that such Installation
has been completed and is ready for use. Upon commencement of the performance period, operational
control becomes the responsibility of the Library. One sixty (60) day period need not expire in order for
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paee 36
another performance period to begin. During the performance period hereunder, the System shall be
scheduled for use during all regular business hours of the Library. Only Downtime which occurs during
the regular business hours of the Library shall be counted.
2.2. If the System operates at an effectiveness level of ninety-eight percent (98%) or more for a period of sixty
(60) consecutive operational days from the commencement date of the performance period, it shall be
deemed to have met the Library's standard of performance and shall constitute a successful performance
period. Installations added to the System by amendment of this Agreement shall operate in conformance
with Innovative Interfaces' official published specifications applicable to such Installations at the time of
such amendment.
2.3. Adjusted Downtime should be calculated by multiplying the actual Downtime in hours and whole minutes
by the applicable Downtime coefficient, as defined in the following table:
DOWNTIME COEFFICIENTS
Loss of critical functions for the:
(a) Online Catalog System 1.00
Searching, Browsing, Authority
Control, Display
(b) Circulation System
Charge, Discharge, Renewal, 1.00
Holds processing, Patron inquiry,
Item inquiry, Data entry, Mail box
(c) Loss of Major Function 0.75
File update, online
Bibliographic inquiry
(d) Loss of report/notice printing, loss of telephone renewal,
or loss of electronic mail notification for more than 48 operating hours 0.50
(d) Loss of report/notice printing, loss of telephone renewal,
or loss of electronic mail notification for more than 8 but
less than 48 operating hours 0.25
Errors which do not affect current System performance, which is defined as those functions of the System
which are required on a daily basis, shall not be counted until the 24th operating hour after such error has
been reported to Innovative Interfaces. Thereafter, such error shall be calculated at a coefficient of 0.25.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 37
2.4. During the performance period, all regularly scheduled preventive maintenance time and downtime due
to electrical power failure shall be excluded from the calculation of the effectiveness level.
2.5. Innovative Interfaces and the Library shall maintain duplicate logs and records relating to the performance
of the System during the performance period.
2.6. During the successful performance period, a minimum of four hundred (400) hours of Normal Operating
Hours with productive or simulated work shall be required as basis for computation of the average
effectiveness level. Scheduling of work shall be the responsibility of the Library's personnel. However,
in computing the effectiveness level, the actual number of operational use hours shall be used when in
excess of the minimum of four hundred (400) hours.
2.7. If the System Reliability Acceptance Test is successful prior to the expiration of sixty (60) consecutive
days because the remaining hours available during the sixty (60) day period are insufficient to lower the
effectiveness level to less than 98%, then the test period shall terminate, and the System shall as of that
time be deemed to have met the Library's standard of performance, and the period shall constitute a
successful performance period.
2.8. Innovative Interfaces, at its own cost and expense, shall make all necessary adjustments, repairs, and
modifications to the System so that it shall perform in accordance with the testing standards.
2.9. Innovative Interfaces shall have a total of 90 days from the date of Innovative Interfaces' certification that
the Installation is completed to successfully complete the System Reliability Acceptance Test.
2.10 If the System Reliability Acceptance Test shall not be successful, Innovative Interfaces, at its own
expense, shall as the sole remedy make adjustments, modifications, enlargements, or reconfigurations of
the Installation as necessary to obtain a successful acceptance test. After such adjustments, modifications,
enlargements, or reconfigurations, if any, are made or installed by Innovative Interfaces, Innovative
Interfaces shall notify the Library that Innovative Interfaces desires the Library to retry the previously
unsuccessful test. The previously unsuccessful acceptance test shall then be performed again by the
Library. If the test is again unsuccessful, the procedure set forth herein shall be repeated.
2.11. If the system fails to complete a System Reliability Acceptance Test within 3 months of the date of
installation, the Library has the option to require Innovative Interfaces to replace some or all of the System
Hardware and to begin the test again, or to cancel the contract. After acceptance of the system, or the
conclusion of the 90 days immediately following installation, whichever comes first, the System will be
considered 'accepted' as defined by this agreement.
3. FUNCTIONAL PERFORMANCE ACCEPTANCE TESTS
3.1. After installation of each new Software module, Innovative Interfaces shall train the Library's personnel
in, and shall demonstrate to the Library, the operation of the System in accordance with Innovative
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paee 38
Interfaces' documentation. With Innovative Interfaces' approval, the Library may choose to waive such
demonstrations and training.
3.2. Within thirty (30) days of completion or waiver of such demonstrations and training, the Library may
conduct tests of Software functions to verify successful performance. After acceptance of the module
functionality, or the conclusion of the 90 days immediately following training or demonstration of the
module, whichever comes first, the System feature or module will be considered 'accepted' as defined by
this agreement.
3.3. During the conduct of these demonstrations and tests, the Library shall inform Innovative Interfaces of
variations of the System performance from System documentation, and of errors or "bugs" in the System
functions.
3.4. The Functional Performance Acceptance Test shall not be deemed as successfully completed until:
3.4.a. The Database Processing and Loading indexing capabilities described in Schedule F have been
verified;
3.4.b. Variations between System functions and System documentation have been corrected;
3.4.c. Errors or "bugs" in System functions have been corrected.
4. RESPONSE -TIME ACCEPTANCE TESTS
4.1. Performance of a Response -Time Acceptance Test following any Installation as defined in Schedule G, shall
be according to the provisions of Schedule F.
4.2. The Library must attempt or waive such Response -Time Acceptance Test of an Installation within one
hundred and eighty (180) days of such Installation provided:
4.2.a. That the Library's existing Bibliographic and Authority records have been successfully loaded into
the System; and
4.2.b. That the System Reliability Acceptance Test has been successfully completed or waived; and
4.2.c. That the Functional Performance Acceptance Test has been successfully completed or waived.
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Paee 3
together with all Software needed for proper System operation.
4.02 Innovative Interfaces shall retain ownership of the Software and all modifications thereto.
Each licensed Software product, and all reproductions, corrections, modifications,
enhancements and improvements thereof, provided by Innovative Interfaces to the Library,
are the exclusive and proprietary property of Innovative Interfaces. Title and full ownership
rights in all licensed Software products and all reproductions, corrections, modifications,
enhancements and improvements, and all related patent rights, copyrights, trade secrets,
trademarks, service marks, related goodwill and Innovative Interfaces' intellectual property
are reserved to and shall remain proprietary to Innovative Interfaces. The Library shall not
remove or destroy any copyright, trade secret, proprietary or confidential legends or
markings placed upon or contained or embedded within any licensed Software products and
related materials.
4.03 Innovative Interfaces hereby grants to the Library, upon payment in full of the Purchase
Price, a non -transferable, non-exclusive perpetual license to use a single copy of the
licensed Software in conjunction with the Equipment listed in Schedule A, including any
additions, deletions, or modifications thereto, including upgrades to the System with
compatible equipment.
4.04 Innovative Interfaces hereby certifies that the Licensed Software shall work successfully
with the other hardware and software components of the System as described by Schedule
A.
4.05 The City agrees to hold all such Innovative Interfaces Software and updates and
enhancements to the Innovative Interfaces Software, in confidence at least to the extent that
each protects its own similar confidential information and to take all reasonable precautions
consistent with general accepted standards in the data processing industry to safeguard the
confidentiality of such information. No portion of any update or enhancement to the
Innovative Interfaces Software may be disclosed, furnished, transferred or other -wise made
available by the City to any person except to those of its employees who need to use such
information in accordance with this Software License or as required by law. The City
agrees to take appropriate action by instruction, agreement and otherwise with their
employees to inform them of the trade secret, proprietary, and confidential nature of the
Innovative Interfaces Software and the updates and enhancements disclosed to the City
under this Agreement, and to obtain their compliance with the terms hereof. The obligations
of this paragraph will survive the termination of this Agreement.
4.06 Innovative Interfaces' placement of a copyright notice on any portion of any Licensed
Software or any update to such Licensed Software shall not be construed to mean that such
portion has been published and shall not derogate from any claim that such portion is a trade
secret or contains proprietary and confidential information of Innovative Interfaces.
The City agrees to hold all such Licensed Software and updates and enhancements to the
Licensed Software in confidence at least to the extent that each protects its own similar
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE H
ESCROW AGREEMENT
MILLENNIUM Contract
December 16, 1999
Page 39
I. ESTABLISHMENT OF ESCROW
So long as the within -described license is in full force and effect, and as an additional material consideration for the
granting, acceptance and continued benefits obtained and derived from such license, Innovative Interfaces and the
City agree that a copy of all source code material necessary to maintain all software licensed thereunder shall be
placed in escrow as follows. Furthermore, Innovative Interfaces will pay to list the City on the escrow policy for
one year from the signing of this Agreement; thereafter the City may elect to continue on the policy for as long as
the City maintains a license to the Software, and the City pays the renewal costs as determined by the Escrow Agent.
All renewal notices will be sent by the Escrow Agent to the City at the address listed herein:
A. The Escrow Agent shall be Data Securities International, 49 Stevenson Street, Suite 550, San
Francisco, CA 94105. In the event that the above -named Escrow Agent fails or refuses to
assume the responsibilities of Escrow Agent or ceases to act as Escrow Agent, the parties
shall agree upon a new Escrow Agent and shall issue demands to Data Securities
International to deliver the escrow material to such newly designated Escrow Agent.
B. Source code material shall be released to the City by the Escrow Agent upon the occurrence
of the following event:
i. If any proceeding in receivership, liquidation or insolvency is commenced
against Innovative Interfaces and the same be not dismissed within sixty days, or
ii. If Innovative Interfaces make any assignment for the benefit of its creditors,
becomes insolvent, ceases to do business as a going concern, or seeks any
arrangement of compromise with its creditors under any statute or otherwise.
C. Verification of the occurrence of a condition precedent to the release of the escrowed
materials shall be by a reasonable manner and means to the reasonable satisfaction of the
Escrow Agent with written notice and opportunity to object given to Innovative Interfaces.
The Escrow Agent shall have five days to release the escrowed documents or to advise the
City in writing of the existence of a conflicting demand.
D. Should the City elect to continue on the Escrow policy, cost for annual renewal
shall be $200.00 for the first year renewal. Second and subsequent renewal fees
shall be determined by the Escrow Agent, but with a percentage increase to the
City of not more than 5% or the percentage increase of the Consumer Price Index,
whichever is greater.
II. VERIFICATION OF ESCROWED MATERIALS
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Paee 40
Verification of escrowed materials shall be by certified letter from the Escrow Agent to the City stating the identity
of each document placed in escrow, the physical location of the escrow, and the date of establishment of the escrow.
III. ENHANCEMENT AND MODIFICATION
In the event that the software supplied to the City pursuant to the above -described license is enhanced or modified,
the Licensor agrees to deposit into escrow all documents and data reasonably necessary to support and maintain such
enhancements and modifications pursuant to all of the terms and conditions of this escrow agreement.
IV. CONFLICTING DEMANDS
In the event that the parties to this agreement, at any time, give the Escrow Agent conflicting demands, the Escrow
Agent shall promptly attempt to resolve the conflict. In the event that the Escrow Agent is unable to resolve the
conflict within ten days, the Escrow Agent shall interplead the escrowed materials into a court of competent
jurisdiction. Each of the parties hereto agrees to indemnify and hold the Escrow Agent harmless from all costs and
expenses, including reasonable attorney's fees, in the event that a conflict of demands requires interpleader.
V. TERMS OF RELEASE OF ESCROWED MATERIAL
In the event that the material escrowed hereunder is released to Licensee, said materials shall nevertheless remain
the property of Innovative Interfaces, its assigns, trustees, and/or successors in interest. The escrowed materials
shall be subject to all of the terms and conditions of the underlying license granted to Licensee, including but not
limited to, trade secrets and confidentiality protection. The City agrees that the escrowed materials shall be used
exclusively for the maintenance of the licensed software and for no other purposes. The City agrees to make all
persons working with such licensed escrowed material aware of the terms and conditions of the license and their
liability for unauthorized use of the licensed escrow material.
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE I
CENTRAL SITE HARDWARE AND SOFTWARE
MAINTENANCE AND SUPPORT SERVICES
MILLENNIUM Contract
December 16, 1999
Paee 41
Innovative Interfaces shall provide the Central Site Hardware and Software Maintenance and Support Services
(the "Maintenance Services") as specified herein. Such Maintenance Services shall be provided to the Library by
Innovative Interfaces on an annual basis and at the support charge as specified in Schedule A. The agreement to
provide Maintenance and Support Services may be automatically renewed for up to four years after the initial one-
year period. Thereafter, such Maintenance Services may be continued, by mutual consent, at a cost to be
negotiated. Either party may cancel the Maintenance and Support Services Agreement prior to the annual renewal
date by giving written notice to the other party 60 days prior to the annual renewal date.
(1) Innovative Interfaces will make available full Maintenance Services 24 hours a day, except for the following
holidays:
New Year's Day
(1 January )
Memorial Day (Last
Monday in May)
Independence Day
(4 July)
Labor Day
(First Monday in September)
Thanksgiving Day
(Fourth Thursday in November)
Christmas Eve
(beginning at 5 p.m. PT 24 December)
Christmas Day
(25 December)
The Library agrees, as part of such Maintenance Services, to take reasonable care of the equipment and not
permit persons other than authorized representatives of Innovative Interfaces, Inc. to effect adjustments or
repairs to the Central Site Hardware and Licensed Software. Once notified by the Library of a problem,
Innovative Interfaces will respond to the Library within two hours and make its best efforts to complete
repairs to the Central Site Hardware and Licensed Software within 48 hours of notice excluding weekends
and holidays. The Library agrees that for Hardware supplied by Innovative Interfaces, the Library shall
accept parts shipments for all plug-in or screw -in components.
This Maintenance Services agreement does not include repair services or replacement parts due to damage
caused by rain, fire, flood, lightning, tornado, windstorm, hail, earthquake, explosion, smoke, aircraft, motor
vehicle, collapse of building, strike, riot, power failure or fluctuation beyond that accommodated by the
uninterruptable power supply provide by Innovative Interfaces, or other cause originating by reason of other
than normal operation of the equipment, or Library's negligence or misuse of the equipment.
(2) On reasonable notice and at Innovative Interfaces' expense, Innovative Interfaces may require the Library
to permit Innovative Interfaces physical, telephone dial -in, or Internet access to the System to correct
Software bugs and carry out modifications to the System for the purpose of maintaining the System.
Innovative Interfaces will be responsible for all corrections at Innovative Interfaces' expense.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paee 42
(3) Upgrades to the Software modules licensed to the Library shall be installed at no cost to the Library so long
as the equipment currently being used as the MILLENNIUM computer system has been determined by
Innovative Interfaces to be sufficient and/or compatible for the load and operation of such new release or
upgrade. If the equipment is deemed not to be sufficient for installation of the new release or upgrade to
the software, then the Library shall be responsible for the cost of such new equipment as may be required
for such software upgrade. If the Library declines to upgrade its hardware to accommodate the upgrade
and/or enhancement to the software, then the Library shall remain at its then current software release. The
Library will be informed of the release of new products or features for the System which may be acquired
by the Library from Innovative Interfaces at the then prevailing market price. For the purpose of this
document, the term "upgrades" shall mean improvements in the Software which relate to operating
performance but do not change the basic function of the Software or the file size.
(4) If the Library adds any additional Innovative Interfaces Central Site hardware or Software to the System
after the initial installation, the Maintenance Services shall be extended to cover the additional equipment
or Software. The maintenance charges for such equipment or Software shall be based upon Innovative
Interfaces' then -current maintenance price list. A one-year warranty shall commence starting with the date
of installation of such additional equipment or Software item. The additional cost of coverage for the
additional equipment or Software shall be added to the Maintenance Agreement after such warranty shall
expire.
(5) Any delay during a software upgrade process which is due to Library supplied equipment failure where
such equipment was not purchased from Innovative Interfaces, and for which Innovative Interfaces has
no direct control, shall be billable at Innovative Interfaces' then current maintenance rates.
(6) The performance warranties contained in Schedule F of this Agreement will be extended to the Library
as long as the Library has a valid Maintenance and Support Services Agreement in effect.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 43
SCHEDULE J
OTHER CLARIFICATIONS AND UNDERSTANDINGS
1. Within 24 months of signing this Agreement, the Library has the option to purchase any or all of the
following products from Innovative Interfaces at the prices shown less an allowance of 40 percent of the
purchase price. Products purchased will have a one-year warranty period, after which the Library will pay
annual maintenance at a rate of 12 percent of the purchase price.
Community Information Database
Materials/Media Booking
Patron Debit System
Acquisitions Interface to External Accounting System
Image Server
INN -Reach
Local System Linking & Record Loading
Requests & Circulation for Local Sites
$15,500
$12, 000
$3,500
$5,000
$10,700
$14,500.00
$9,500.00
2. If, within three (3) years of initial installation, Innovative Interfaces stops an active enhancement
process of the software that utilizes the database management system, and the Library has purchased and
moves to Oracle, Microsoft SQL, or Sybase as the database management system, and the Library has to adopt
the alternate database management system in order to have the benefit of regular enhancements to the modules
it has purchased, Innovative Interfaces shall provide the alternate database management system at no
additional charge.
If, in the fourth (4th) or fifth (5th) year from installation, Innovative Interfaces stops any active enhancement
process of the software that utilizes the database management system the Library has purchased and moves to
Oracle, Microsoft SQL, or Sybase as the database management system, and the Library has to adopt the
alternate database management system in order to have the benefit of regular enhancements to the modules it
has purchased, Innovative Interfaces shall give the Library the option of paying for the alternate database
management system over three years without interest.
If Innovative Interfaces provides Oracle, Microsoft SQL, or Sybase as an optional database management system
and the Library decides to change to the optional database management system, the Library shall pay the third -party
vendor's license fees and purchase additional hardware if necessary to run the optional database management
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paae 44
system. The Library shall be informed when the optional database management system becomes available. The
Library may request that Innovative Interfaces switch the database management system at a time to be mutually
agreed upon. This service will be provided by Innovative Interfaces at no additional charge to the Library.
3. The Library may at its option, in the future, purchase and change its Central Site Equipment. Innovative
Interfaces will assist in moving the System to the new Central Site Equipment at no charge.
Innovative Interfaces, Inc. and
City of Fort Collins
SCHEDULE K
CUSTOM DEVELOPMENT
MILLENNIUM Contract
December 16, 1999
Paee 45
The current system provides patron notification by three possible methods which are selected by descending
order of preference: email, telephone (optional, included in the proposed system), and postal mail. Not all
libraries use all three methods. If a patron has an email address in their record, they will receive an email
notification. If they have no email address but do have a telephone number in their record, they will receive
telephone notification. If they have neither an email address nor a telephone number, the system will produce
a printed notice to be mailed to the patron. The same notification method is used for all notices (e.g. overdue,
recalls, hold pickup), unless the notice type requires a specific method (e.g. bills are always sent by postal mail)
and is selected by the system based on the patron record at the time the staff choose to produce notices.
The current Millennium Web OPAC includes the ability for a patron to View Patron Record, which requires
that the patron identify themselves by library card number, name, and optionally with a Personal Identification
Number.
Enhancement:
To allow patrons to choose their preferred method of notification, Innovative will enhance the Millennium
Circulation and the Web OPAC as follows :
The Java based Millennium Circulation will be enhanced to include a data element in the Patron Record which
specifies Notification Method. The Notification Method element may be set to any one of the system's
notification possibilities offered by the library e.g. email, telephone or postal mail, or left undefined. The Java
based Millennium Circulation system will be enhanced so that when notices of any type are produced, except
for special notices which require a particular delivery, the system will choose the method of delivery based on
the value of the Notification Method element in the Patron Record. If the Notification Method element is not
present in the Patron Record or is set to undefined the system will use the current method of notification selection
based on descending order of preference.
The View Patron Record function in the Millennium Web OPAC will be enhanced to include the ability for the
patron to set their Notification Method. This will update the Notification Method element in the Patron Record
and allow the patron to update their email address or telephone number. Display will offer radio button elements
for each method, and where appropriate a field to specify the email address or telephone number. For example
Notification Method:
( x) Email [ ]
( ) Telephone [ ]
( ) Letter
This development will be done at no charge and will be available 3" Quarter 2000.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 4
confidential information and to take all reasonable precautions consistent with general
accepted library standards to safeguard the confidentiality of such information. No portion
of any update or enhancement to the Licensed Software may be disclosed, except to those
of its employees, trustees, officers or agents who need to use such information in accordance
with this software license, or as required by law.
4.07 The Library retains for itself, and Innovative Interfaces acknowledges that the Library so
retains, ownership and rights of ownership to all bibliographic, authority, item, patron, and
associated transaction records and all other data entered into the database or created by the
System. Innovative Interfaces shall not, without the Library's written consent, copy or use
such records and data, except to carry out contracted work, and will not transfer such
records and data to any other party not involved in the performance of this Agreement. The
Library shall have the right, without the consent of Innovative Interfaces, to extract as the
Library's property such records and data using System utilities and at no cost to the Library.
Innovative Interfaces agrees to assist the Library within thirty (30) days of such request, in
making such extractions. All third -party software shall conform to published specifications
and representations of the supplier. The Library acknowledges that the methods of storage,
compilation, format and layout constitute proprietary and trade secret information of
Innovative Interfaces and are protected by federal copyright law.
5.00 DOCUMENTATION
5.01 Within two weeks of the signing of the Agreement, Innovative Interfaces will supply, at no
cost to the Library, all standard materials published by and then available for use by
purchasers of MILLENNIUM Systems including manuals, programming aids and other
relevant materials and documentation. At the time of installation, Innovative Interfaces will
provide complete System documentation to support all functions.
5.02 All materials, documents and other information provided by Innovative Interfaces to the
Library pursuant to Section 5.01 shall, if so identified by Innovative Interfaces at the time
of delivery thereof, be treated as confidential, except to the extent required by law.
6.00 SUPPLIES
6.01 The Library is responsible for the acquisition at its own expense of all supplies to be used
in the day-to-day operation of the System including, without limitation, paper, magnetic
tape, ribbons for printers and forms.
6.02 Innovative Interfaces will advise the Library of the specifications, quantities, sources, and
required uses of any supplies which are necessary for the installation of the System.
7.00 SPECIAL DECLARATIONS
7.01 Innovative Interfaces represents and warrants that the System and Software will meet the
warranted performance levels described in Schedule F.
7.02 Innovative Interfaces shall pay all copyright, patent or other royalties, if any, in respect of
the use of the System. Innovative Interfaces shall defend, at its expense, any action brought
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 5
against the City to the extent that the action is based on a claim that the manufacture, sale,
operation or use of the Equipment or Licensed Software (or any part thereof) infringes any
third party's U.S. patent rights or breaches any third party's U.S. copyright or industrial
property rights and Innovative Interfaces shall pay any and all costs and damages payable
by the City in respect of any such action.
If the Equipment or Software (or any part thereof) becomes or in Innovative Interfaces'
opinion is likely to become the subject of a claim based on an alleged infringement or
breach as aforesaid, Innovative Interfaces may, at its expense and option, with prior written
notice of agreement by the City, do one of the following:
(a) modify the System so that there is no longer any infringement or breach without
adversely affecting capabilities of the System;
(b) procure for the Library the right to continue to use the System;
(c) substitute for the relevant Equipment or Licensed Software other equipment or software
having a capability equivalent to the replaced Equipment or Licensed Software; or
(d) with the consent of the City, take back such Equipment or Licensed Software and refund
any sums the City has paid Innovative Interfaces on account of the purchase price less
a reasonable amount for use, damage, depreciation, and obsolescence.
Innovative Interfaces shall have no liability respecting any claim of infringement or breach as
aforesaid based entirely upon the combination, operation or use of the Equipment or Licensed
Software with equipment, software, apparatus, devices or items not supplied by Innovative
Interfaces or in a manner not substantially consistent with Innovative Interfaces' specifications
and instructions. This Section states the entire liability of Innovative Interfaces for any type of
infringement or breach whatsoever of the industrial or intellectual property rights of third parties
resulting from or relating to the manufacture, sale, operation or use of Equipment.
7.03 Title to the Equipment shall pass to the City at acceptance of the Equipment. Prior to the
passage of title, the City shall not encumber the Licensed Software or Equipment or any part
thereof nor permit a third party to take possession thereof in any way whatsoever prejudicial to
the rights and interest of Innovative Interfaces therein. Innovative Interfaces shall retain a
security interest in the Equipment which is discharged when 100% of all payments against
Equipment are made. The passing of title to the Equipment shall not affect Innovative
Interfaces' other obligations hereunder.
7.04 Upon delivery to the Library of any portion of the Equipment, the Equipment will be insured
by the City on the same basis as the City insures similar equipment. The Equipment will be
insured for the replacement value of the Equipment until full payment has been made to
Innovative Interfaces as provided hereinafter. Innovative Interfaces shall be entitled to receive
written proof of insurance upon request.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Paee 6
7.05 At the time of delivery thereof and thereafter until the City acquires title thereto pursuant to this
Agreement, Innovative Interfaces represents and warrants to the City that Innovative Interfaces
has and will have good title to the Equipment and the right to sell the same and that upon
completion of the installation thereof the City shall obtain good and marketable title to the same
and that all Equipment will be new and conform to the specifications set forth herein.
7.06 Innovative Interfaces represents and warrants that it has the full right to deliver to the Library
the licensed Software and that, on acceptance by the Library, the Library shall have license and
rights granted herein to use the same free from any lien, claims, charges or encumbrances, and
that such rights shall survive the expiration hereof, provided however, that the Library shall have
no right to sub -license or assign its rights in respect to the Software or any part thereof.
7.07 Innovative Interfaces agrees to transfer the licenses to different or additional computers
purchased or leased by the City, provided that the City shall operate only a single copy of the
Licensed Software. Innovative shall be entitled to a reasonable service fee to perform this
software and database to another hardware system during the term of the maintenance contract.
7.08 Neither party shall divulge or disclose to any third parties any information concerning the affairs
of the other party which come to the knowledge of such party as a result or in performance of
this Agreement of the other party unless such information becomes publicly available through
no fault of Innovative Interfaces or the City, except to the extent required by law.
7.09 Neither Innovative Interfaces nor the City shall be liable to the other for loss, damage, or delay
in the work caused by war, riot, the act or order of any competent civil or military authority,
strikes, unauthorized work stoppage or by fire, flood, act of God or by any cause which is
unavoidable and beyond its reasonable control. In addition, Innovative Interfaces is not liable
for loss or damage suffered by the City or any third party not caused by the employees, agents
or Equipment of Innovative Interfaces.
7.10 INNOVATIVE INTERFACES IS NOT LIABLE FOR INDIRECT, INCIDENTAL OR
CONSEQUENTIAL LOSS OR DAMAGE HOWEVER CAUSED, EXCEPT AS PROVIDED
OTHERWISE BY THIS AGREEMENT.
7.11 THE CITY'S RIGHT TO RECOVER DAMAGES TO PROPERTY CAUSED BY
INNOVATIVE INTERFACES' FAULT OR NEGLIGENCE SHALL BE LIMITED TO ONE
MILLION DOLLARS ($1,000,000.00). INNOVATIVE INTERFACES SHALL NOT BE
LIABLE IN ANY EVENT FOR ANY DAMAGES RESULTING FROM THE LIBRARY'S
USE OF PRODUCTS, WHEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE,
EXCEPT AS PROVIDED OTHERWISE BY THIS AGREEMENT. THIS AGREEMENT
SHALL BE SUBJECT TO THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE,
WITH ALL HARDWARE AND SOFTWARE TO BE DEFINED AS "GOODS."
7.12 The Library may, at its option, connect to the System purchased under the provisions of this
Agreement any equipment manufactured or supplied by others. The Library will connect the
System to its Wide Area Network via an Ethernet IEEE 802.3 connection to a network device
Innovative Interfaces, Inc. and MILLENNIUM Contract
City of Fort Collins December 16, 1999
Page 7
applied by the Library. Innovative Interfaces shall promptly disclose, subject to confidentiality,
trade secret, non -competition agreements, upon request to the Library the technical
specifications for any given interface point on the System. The Library shall accurately and fully
advise Innovative Interfaces, in writing, at least 30 days before it intends to connect a new class
of hardware or hardware that will be directly connected to the CPU, and Innovative Interfaces
shall have the right to inspect at its own cost the specifications and installation of any such new
equipment. In the event that Innovative Interfaces is required to perform maintenance services
on the System because of damage to the System resulting from the attachment of such
equipment, such service shall be billed to the Library at the then current standard hourly rates,
starting at the beginning of diagnosis of the problem.
7.13 Innovative Interfaces shall defend, indemnify and hold harmless the City, its employees,
officers, agents and volunteers from and against any and all claims, actions, damages, fees,
fines, penalties, suits or liabilities for personal injury or property damage which may arise out
of any actual or alleged negligent act, error or omission of Innovative Interfaces hereunder.
Innovative Interfaces shall have the sole ability to defend any such matter. This indemnification
and hold harmless agreement shall survive the termination or expiration of this Agreement.
8.00 INSTALLATION AND TRAINING
8.01 All shipping and insurance costs to and from the site are included in the Purchase Price of the
System, as listed in Schedule A. All payments to shipping agents and for insurance fees shall
be made directly by Innovative Interfaces and the Library shall make no payments to any firm
concerning the shipment, installation, and delivery of Equipment which is not a part of this
Agreement and for which exact payments are not described.
Innovative Interfaces shall be responsible for all arrangements for the shipment of Equipment
to the Library and movement of the Equipment from the protective storage area within the
library to the prepared computer site. Innovative Interfaces shall also be responsible for removal
of all debris and packing materials from the Library site resulting from the installation of the
Equipment or the Software.
8.02 Innovative Interfaces shall provide to the Library in a timely manner the information necessary
to enable the Library to prepare the Installation Site for the Equipment in accordance with the
instructions of Innovative Interfaces. The Library shall at its sole expense prior to the date
agreed upon for hardware installation provide all necessary installations and the like which shall
be required for proper functioning of the System. The Library will further ensure that, prior to
the acceptance dates set out in Schedule C, access to the System in any form will be restricted
to persons involved in the implementation of the System. The Library shall complete site
preparation prior to the date of installation of the hardware, and the site shall thereafter be
available for inspection and approval.
8.03 All costs and expenses related to the site preparation shall be at the sole expense of the Library.
8.04 Innovative Interfaces will provide staff for complete on -site training of Library personnel at the
costs shown in Schedule A.
Innovative Interfaces, Inc. and
City of Fort Collins
MILLENNIUM Contract
December 16, 1999
Page 8
8.05 Prior to the date of Final Acceptance, Innovative Interfaces shall have first priority of access to
and use of the System for purposes of diagnosis.
8.06 The Library shall have the right to accept or reject any Innovative Interfaces training staff based
on performance during training, and shall have the right to re -schedule any training upon
rejection of a trainer without penalty or further financial obligation.
9.00 ACCEPTANCE
9.01 The testing of the System shall be completed jointly by Innovative Interfaces and the Library
to the mutual satisfaction of the parties.
9.02 Acceptance of Equipment
Upon completion of the installation of the Equipment, Innovative Interfaces shall notify the
Library that the Equipment has been successfully installed. The Library shall then conduct the
acceptance test procedures as described by Schedule G.
9.03 Acceptance of Licensed Software
The Library's acceptance of each of the Licensed Software modules shown in Schedule A shall
occur upon successful execution of the software acceptance tests described in Schedule G of this
Agreement, as evidenced by an acceptance report signed by the Library's representative, or upon
successful usage of the product by the Library in its operations for a period of ninety (90)
consecutive days, without notifications by the Library to Innovative Interfaces of a problem that
prevents acceptance, whichever shall occur first. Innovative Interfaces agrees to correct
problems found in the course of this operational testing to the satisfaction of the Library.
Unless the Library provides Innovative Interfaces, in writing, with any claim that the System
does not meet performance specifications on or before expiration of said ninety (90) days, it will
be conclusively presumed, except as otherwise warranted, that the System has met all
performance specifications. If within the 90 days prior to the acceptance of the System, it fails
in any way, the System will be repaired and testing will resume for another 90 days. All other
warranties contained in this Agreement will remain in full force for the duration of this
Agreement.
9.04 The Library's acceptance of the System shall occur upon successful completion of the tests
described in Schedule G.
9.05 Innovative Interfaces shall provide at no additional cost to the Library, its representatives and
consultants, such consultation and advice as may reasonably be required by the Library in
connection with aforesaid acceptance tests.
10.00 PAYMENT AND TITLE
10.01 The Purchase Price for the System and all rights and benefits herein contained shall be payable