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1 ,~ <br />~~ Q Y N i ~. <br />PURCHASE AND LICENSE AGREEMENT <br />This Agreement is made and entered into by and between Dynix Corporation (hereinafter referred to as <br />"Dyno~'}, a Utah corporation having its offices at 400 West 5050 North, Provo, Utah 84604 and the City of San <br />Leandro, a public agency (hereinafter referred to as the "City") on behalf of the San Leandro Public <br />Library (hereinafter referred to as the "Library"), having its offices at 300 Estudillo Avenue, San Leandro, <br />California 94577. The term "Dynix" shall also refer to the company, its agents, suppliers, and its <br />subcontractors. The term "Library" shall also refer to the "City," its officers, agents, and employees. <br />RECITALS <br />WHEREAS, the Library is currently licensed to use Dynix software in the Universe database environment <br />and is desirous of changing to an SQL-based database environment; and <br />WHEREAS, the Library desires to contract with Dynix to obtain the Hardware, licenses, and services <br />described herein to migrate to a SQL-based database environment, and Dynix desires to contract with the <br />Library to provide said Hardware, licenses, and the services described herein; <br />NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained <br />herein, the parties hereto hereby agree as follows: <br />DEFINITION OF TERMS <br />Database Server: The computer acquired and operated by the Library to provide database <br />management services in connection with the Licensed Software. <br />Hardware: The items listed on Schedule 1 hereto under the subheadings Server Hardware and <br />Server Accessories. <br />iPac Server.' The computer acquired and operated by the Library to provide web access and <br />gateway services to the Database Server in connection with the Licensed Software. <br />Licensed Software (or Software): Each Dynix-developed or Dynix-owned software product, which <br />may include third-party technology, as listed in Schedule 1, including machine-readable object code <br />(not source code) for such product, any user documentation for such product, and any other related <br />materials which are furnished to the Library by Dynix for use in connection with such product, as well <br />as any subsequent releases and error corrections for Software previously licensed to the Library. <br />System: The total complement of Hardware and Licensed Software furnished and maintained by <br />Dynix. <br />Third Party Software: Software owned by an entity other than Dynix which is re-licensed or <br />sublicensed by Dynix to the Library. <br />Workstation: An end user machine provided by the Library on which client software operates to <br />access the Database Server and which meets or exceeds Dynix's specifications required for <br />operation of the Licensed Software. <br />2. CONTRACT DOCUMENTS <br />The contract documents are this Agreement, including the following schedules attached hereto: <br />Schedule 1. Configuration <br />Schedule 2. End User License Agreements <br />Each of these documents is incorporated herein by this reference as if set forth in full, and shall <br />constitute a part of this Agreement. <br />3. FURNISHING OF HARDWARE AND SOFTWARE <br />Subject to the terms and conditions set forth herein, Dynix agrees to provide at locations specified by <br />the Library, and the Library hereby agrees to purchase the goods, licenses, and services described in <br />Schedule 1. <br />