Memo Resolution Library Contract with Polaris Library Systems for Library Circulation Software.Agenda No. 6
CITY COUNCIL MEMORANDUM /RESOLUTION
Ci!y Council Meeting: February 19, 2008
DEpartment:
Subject:
BACKGROUND:
Library
Contract with Polaris Library Systems for Library
Circulation Software
An integrated library system (ILS) is the software that performs and tracks the circulation of library
materials, tracks patron information and collects statistical information. The Library's current ILS is
outdated and is no longer supported by its vendor.
Research into the ILS products on the market has been ongoing for many months. Most products were
eliminated from consideration because of the functionality, or lack thereof, of the product for the
Library's situation. Most of the products are intended for use in a different environment than a public
library_ Some of the remaining products were eliminated because of their expense. In the end, three
options were looked at closely. The first was open- source software that was eliminated because the time,
labor and expense involved in maintaining it was excessive. It also was based on an operating system that
is incompatible with the City's technology plan. The two remaining products offered the same
functionality at an almost identical price, but with two key differences. One product is based on an
Oracle server structure while the other is based on Microsoft SQL server. Oracle does not make use of
the product impossible, but the SQL environment is more in line with City's current and future
technology infrastructure and would have less of an impact on the IT department than the use of Oracle.
The second key difference is in the compatibility of the products with other types of software_ Both use
SIP protocols to interface with other products, but only Polaris currently has successfully integrated with
the 3M RFID product that will be used in the new library for security and self -check functions.
FISCAL IMPACT
The amount of money budgeted in line item 665- 581300 for the purchase of library circulation software
during the current fiscal year is $60,000. The contract price is $59,273. There will be annual licensing
fees of approximately $10,000 for the product after the initial year. Licensing fees are subject to change
depending on the features requested and price increases.
ATTACHMENTS
Polaris Contract
Vendor sole source letter
Purchasing Dept. sole source memo
RECOMMENDATION
Staff recommends Council approval of the Contract with Polaris Library Systems.
Memo- Resolution.doc
City Council Memorandum
Page 2
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ:
That the above stated staff recommendation is hereby approved and authorized, and the City Manager is
authorized and directed to execute and deliver the Contract in substantially the form attached hereto.
PASSED AND APPROVED at a regular meeting of the City Council of the City of Schertz, Texas this
19 °i day of February, 2008, at which meeting a quorum was present, held in accordance with the
provisions of the Texas Government Code, §551.001 et seg., as amendeo/
Hal Iiatd,.0n,
ATTEST:
Brenda Dennis, City Secretary
Memo- Resolution.doc
POLARIS
Integrated Library System
CONTRACT
FEBRUARY 7, 2008
The City of Schertz,
Schertz, TX
Polaris Library Systems
PO BOX 4903 • SYRACUSE, NY 13221 -4903
1- 800 - 272 -3414 • FAX 1- 315- 457 -5883 •
http://www.polarislibrary.com
2/7/08 City of Schertz Contract Page 1 of 22
THIS AGREEMENT, is made between GIS Information Systems., Inc. doing business as Polaris Library Systems (a
qualified Subchapter S subsidiary of The Croydon Company, Inc.,) a corporation organized under the laws of the
State of New York, with its principal place of business at 103 Commerce Boulevard, Liverpool, New York (herein
after referred to as "Polaris "), and the City of Schertz, Texas (hereinafter referred to as "CITY ") in connection
with the Schertz Public Library, 608 Schertz Parkway, Schertz, TX 78154 (hereinafter referred to as "LIBRARY ").
WITNESSETH:
WHEREAS, Polaris has developed a computerized system (hereinafter referred to as "POLARIS ILS " ®) consisting
of hardware and software and related services, and the CITY intends to purchase and /or license such hardware,
software and related services at its LIBRARY location(s);
NOW, THEREFORE the parties mutually agree as follows:
1. Definitions
1.1. "Software" is defined as POLARIS ILS computer programs, including, but not limited to, (a) the integrated
library system software in the system server(s), and (b) the client software resident in the
workstation(s). The Software is listed in Schedule C and includes all corrections, modifications and
updates thereof.
1.2. "Software Materials' is defined as any machine readable or printed material, including but not limited to
documentation stored on CD, On -Line Help files and hard -copy guides, which are designated by Polaris as
available under license to libraries who have licensed the program to which those materials relate.
1.3. "Services" is defined as all services provided by Polaris, including but not limited to Data Migration,
Installation and Training, as identified in the Schedules attached herein.
1.4. "System" is defined as the total complement of Software and Services as sold to the CITY by Polaris
under this Agreement and which is installed at the LIBRARY location(s) noted herein. For the purposes of
this Agreement, components supplied by any party other than Polaris shall not be considered as part of
the "System ".
1.5. "Operational Date" is defined as the day on which Polaris and the CITY mutually declare in writing use of
the Software as purchased under this Agreement to be available to the LIBRARY.
6. "Third -Party", when used in conjunction with hardware and /or software, is defined as any device,
component or program not supplied by Polaris under this or future Agreements, Addendums and Purchase
Orders.
2. Furnishing of Deliverables
Based on the statistics in Schedule A, which the CITY agrees are reasonably correct as of the date of this
Agreement, and subject to any special conditions appended in Schedule G, Additional Considerations,
Polaris will provide deliverables detailed in the following Schedules at the fees indicated in said
Schedules:
Schedule B:
Database Services
Schedule C:
POLARIS ILS Software Licenses
Schedule D:
Services
Schedule E:
Software Maintenance and System Support
Schedule F:
Payment Schedule
Schedule G:
Additional Considerations
3. Installation Schedule
3.1.Following the signing of this Agreement, the CITY and Polaris will develop a mutually agreeable
Implementation Plan which shall include, but not be limited to, identification of all required tasks, a
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POLARIS
timeline of all required tasks, an indication of which party is responsible for completion of each task, and
expected duration of each task. Upon completion of installation and implementation, both parties shall
mutually agree to an Operational Date pursuant to Article 1.5. herein.
3.2. If, following the execution of this Agreement and the signing of the Implementation Plan, the delivery
and /or installation of the Software is postponed until after the proposed Operational Date provided in
the then current Implementation Plan due to extensions requested by the CITY or the failure of the CITY
to perform its responsibilities under the terms of the Implementation Plan, then Polaris, at its option,
shall be entitled to invoice the CITY for any balance due on delivery and /or installation, pursuant to
Schedule F, Payment Schedules.
4. Term and Termination
4.1. This Agreement is effective upon final signature and for an initial term ending one year from the
Operational Date. It shall then be renewed automatically for one -year periods unless the CITY notifies
Polaris of its intention not to renew at least ninety (90) days prior to the expiration of the original or any
extended term.
4.2. If either party is considered to be in material breach of any of the terms and conditions of this
Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed
statement of the nature of such alleged breach, to the other party. The party considered to be in breach
of this Agreement will have thirty (30) days after notice is received to cure such breach, or, if the breach
cannot reasonably be cured within thirty (30) days, the party shall provide a written estimate of the time
needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the
aggrieved party and shall diligently continue to prosecute such cure to completion. If the party
considered to be in breach fails to cure, commence to cure in timely manner, or diligently prosecute such
cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or
suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail
itself of any and all remedies available under this Agreement, at law or in equity.
4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver,
assignee or other liquidating officer is appointed for all or substantially all of the business of either party,
or if either party makes an assignment for the benefit of creditors, then the other party, at its option
may immediately terminate this Agreement by notice to the offending party to that effect. In no event
shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary
bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void
and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party
under any bankruptcy, insolvency or reorganization proceedings.
4.4. Subject to the conditions of Article 4.2, if this Agreement is suspended or terminated by the CITY,
whether for cause or convenience, then, effective upon the date of suspension or termination, the CITY
shall be relieved of further payment obligations, and shall be liable for payment only for those goods and
Services satisfactorily received prior to the date of suspension or termination. If the Agreement is
terminated, any pre -paid maintenance fees shall be refunded to the CITY to the date of termination on a
pro -rated basis. If the Agreement is mutually reinstated, then the CITY shall reassume its payment
obligations.
5. Return or Destruction of Licensed Software
If this Agreement is terminated, whether for cause or convenience, and the right to continued use of the
Software and Software Materials under the conditions set forth herein is withdrawn, then all Software
and Software Materials must be returned to Polaris, or if so requested in writing by Polaris, destroyed.
Within one (1) month after the date of cessation or termination of any license granted hereunder, the
CITY will furnish to Polaris if requested, a certification that through the CITY's best efforts and to the
best of the CITY's knowledge, the original and all copies of the Software and Software Materials received
from Polaris or made in connection with such license have been returned or destroyed. This requirement
will apply to all copies in any form, including translations, whether partial or complete, and whether or
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not modified or merged into other Software Materials as authorized herein.
6. Payment
6.1. Fees enumerated in Schedules B through E are summarized in Schedule F herein.
6.2. Payment for all deliverables shall be made in accordance with the terms set forth in Schedule F herein.
6.3. Payment in full on all invoices is due according to the terms of this Agreement or within 30 days of the
invoice date, whichever date is later. Within twenty (20) days of receipt of the invoice, the CITY may
serve Polaris with written notice disputing any charge. If the dispute is not resolved within twenty -five
(25) days of receipt of said written notice, then either party may file for arbitration.
6.4. In the event that payment is not made in full according to the specified terms, a service charge will be
added to the undisputed balance after deducting all payments and credits. For any payment considered
past due and undisputed by the CITY, the CITY agrees to pay interest at 1% per month (effective annual
rate of 12 %) on the unpaid balance or the highest rate permitted by law, whichever is less.
6.5. If failure to pay according to the terms of this Agreement causes this account to be assigned for
collection, or causes legal action to be taken to the extent permitted by law, the CITY agrees to pay all
costs of collection incurred by Polaris, including court costs and reasonable attorney fees, if the CITY is
found to be at fault.
6.6. In the event the Operational Date is other than the first day of the month, maintenance and subscription
service fees will be pro -rated accordingly.
- Subscription service fees are subject to change annually, such change commencing one (1) year from
the Operational Date and effective upon one hundred and twenty (120) days written notice to the
CITY.
- Maintenance fees are subject to change annually, such change commencing two (2) years from the
Operational Date and effective upon one hundred and twenty (120) days written notice to the CITY.
If the charge for any service provided under this Agreement is increased by Polaris, the CITY may, with
ninety (90) days prior written notice, terminate this agreement upon the effective date of such increase.
Otherwise the new charges will become effective upon the date specified in the notice.
6.7. Polaris reserves the right to offer new goods and /or services at any time during the initial or extended
term of this Agreement. Where such goods and /or services involve a one -time and /or an ongoing fee,
Polaris shall provide the CITY with ninety (90) days written notice of any such offer.
7. Licenses
7.1 Polaris and the CITY agree that the following terms and conditions will apply to any CITY order for Polaris
licensed Software programs and Software Materials that is accepted by Polaris. Polaris will (1) furnish
such licensed Software and Software Materials to the CITY; (2) grant to the CITY a non - transferable, non-
exclusive, and non- sublicenseable license to use the Software and Software Materials; (3) provide
Software Service and maintenance, as described herein.
7.2. Each license granted under this Agreement authorizes use of the licensed Software and Software
Materials at the LIBRARY(s) specified herein. The CITY may not rent or lease the Software to any other
entity, or use the Software as part of a commercial time - sharing, subscription bureau or service bureau
operation.
7.3. All licensed Software, including any subsequent updates purchased and any part thereof, may only be
used on the system server(s) or Hardware configuration purchased from, or authorized by, Polaris, and in
such quantities as may be determined under Schedule D herein. POLARIS ILS server Software may be run
on one Production server and on one or more Training servers. The Client Software is for the use of the
CITY for its LIBRARIES with no implied rights to distribute beyond reasonable use for LIBRARY functions.
Following Polaris' written authorization, all licensed Software may be copied, in whole or in part, only
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for use on the system server(s) or specified Hardware configuration.
7.4. No title to or ownership of the Software or Software Materials is transferred to the CITY, and they remain
the proprietary property of Polaris.
7.5. The CITY shall not allow the Software or any portion thereof to be reverse compiled, disassembled, or in
any way altered. The CITY shall not modify any licensed Software in machine - readable form nor merge
such Software with other Software programs. The CITY may customize Software Materials and on -line
help files, but Polaris disclaims any responsibility for their maintenance.
7.6. The LIBRARY must notify Polaris of the LIBRARY's intention to change the designation of the location at
which licensed Software is to be used. The change of designation will be effective upon the date set forth
in the notice confirming the change in designated location furnished to the LIBRARY by Polaris.
7.7. Polaris may terminate all proprietary licenses granted hereunder and require return of the Software and
Software Materials upon written notice to the CITY if the CITY fails to comply with these terms and
conditions.
8. The CITY's Responsibilities
8.1. The CITY acknowledges the network and workstation requirements set forth under Section 2, Schedule G
herein, and will assume responsibility for purchasing, installing, configuring and maintaining all other
hardware components necessary, including but not limited to:
- Production Server (minimum specification listed under Schedule G)
- Domain Controller
- network components,
- PC Workstations,
- Scanners,
- Printers,
- Uninterruptible Power Supplies,
- cables,
except where such components are sold by Polaris as a part of this Agreement. The CITY will also assume
responsibility for determining, in consultation with Polaris, the viability of existing hardware components
in conjunction with the System.
8.2. The CITY will provide a staff member as system administrator. If appropriate, based on the size and
complexity of the system, a second staff member should be designated as PC /network administrator.
Experience with Windows 2000/2003 and SQL is an advantage but not a requirement. The following are
areas in which the staff member (s) will be expected to be knowledgeable following implementation and
training:
- Installation, booting and basic troubleshooting of Windows 2000/2003
- Fault tolerance and backup /recovery
- Security, user /group management
- Server management, licensing, registry management, remote access
- Network configuration/ management in a TCP /IP environment (WINS,DNS,DHCP)
- Server -based tools for Win9x and NTWS
- Network Client Administration
The CITY shall designate no more than these two (2) key LIBRARY personnel for special training in the use
of the System. Should either assignment change, the CITY shall promptly inform Polaris. Training will be
scheduled as mutually agreed by both parties. The key personnel shall be Polaris' sole point(s) of contact
with the LIBRARY following execution of this Agreement.
8.3. The CITY will accept responsibility for all server operations, including, but not limited to, regularly
scheduled backups, server configuration updates, system software upgrades subject to Polaris'
agreement, installation and maintenance of current service packs and security patches, and Software
updates pursuant to Article 8.5. Failure by the CITY through its LIBRARY personnel to administer server
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operations may result in written notice from Polaris to limit, or withhold, its maintenance Services if,
following a thirty (30) day cure period, the CITY through its LIBRARY personnel, in Polaris' reasonable
opinion, is unable to provide a satisfactory performance level for server operations. Written notice shall
identify all alleged deficiencies in server operations. Polaris shall resume its maintenance service when,
in Polaris' reasonable opinion, server operations are resumed to a satisfactory performance level. Polaris'
approval will not unreasonably be withheld.
8.4. The CITY will provide Polaris with reliable and immediate remote access to the POLARIS ILS System. This
access must be sufficient, in Polaris' sole opinion, to satisfy the implementation and on -going
performance requirements and warranties set forth under this Agreement. At its sole discretion, the CITY
may provide Polaris with access to Third -Party hardware components in the event one or more of those
components adversely affect the performance of the POLARIS ILS System. Access should be provided via
the Internet through Port 3389 on the CITY's firewall. Failure by the CITY to provide minimal access via
the Internet may result in unresolved performance issues and may void Polaris' obligations with respect
to on -going performance requirements and warranties. The CITY's failure in this regard should not be
considered just cause for delaying the setting of an Operational Date, as specified in article 1.5 herein.
8.5. The CITY will accept responsibility for the installation, performance and maintenance of all Third -Party
hardware/ software components on the POLARIS ILS System that are not supplied by Polaris under this
Agreement.
8.6. The CITY will accept responsibility for the export of all data files it wishes to migrate to the Polaris
Integrated Library System. These files will be provided to Polaris in a format in accordance with the
content and format specified in the Polaris Data Migration Guide. This document will be provided at the
beginning of your implementation, but may also be requested at any time. Deviation from the specified
format may result in additional migration fees. Data will be provided to Polaris through ftp (file transfer
protocol) or through a mutually agreed upon tape and tape backup format. The CITY is responsible for
arrangements that may need to be made with the vendor of the system from which data is extracted for
the data extraction and any documentation that defines the content of the fields in the exported files.
The CITY assumes responsibility for any fees that may be incurred from services provided by the vendor
for the data export and transfer to Polaris if such services are necessary. The CITY assumes the
responsibility of conducting communication between Polaris and other vendors, as necessary, to assure
that all conditions for proper file export and transfer are met.
8.7. The CITY will accept responsibility for the data concerning the CITY's system profile and system
parameters that it has provided to Polaris based on guidelines for the profile and parameters set by
Polaris. Polaris agrees to provide prompt written notice of any material discrepancy of which it becomes
aware between data provided by the CITY and data required for effective functioning of the Software.
9. Site Preparation
It is understood and agreed that the aforesaid fees do not include any site preparation or installation
costs except as described in Schedule D, Services. The CITY shall, at its own expense, prepare the
LIBRARY site to house the Hardware in accordance with the installation specifications presented in
Polaris' Proposal or supplied to the CITY immediately following contract signing. Pursuant to those
specifications, the CITY shall provide suitable electric service for operation of the Hardware and a
reliable connection to the network via the Internet. The CITY is also solely responsible for preparing an
environment free of any and all impediments, including, but not limited to, asbestos, hazardous
materials, and /or hazardous conditions, that may interfere with Polaris' ability to perform a successful
and timely installation of the System components. Site preparation shall be completed by the CITY within
forty -five (45) days of contract signing.
10. Privacy of Data
Polaris agrees not to use patron details such as names, addresses, etc., for any purpose other than
providing requested service to the CITY and agrees not to transmit CITY or LIBRARY data to any third
party, except as requested by the CITY.
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POLARIS
11. Protection and Security
11.1.The CITY will take appropriate action, by instruction, Agreement or otherwise, with any persons
permitted access to licensed Software so as to enable the CITY to satisfy its obligations under Article 7
herein.
11.2.All licensed Software Materials contain Polaris proprietary information, use of which is limited by the
Licenses granted in this Agreement. The CITY will not disclose or otherwise make available, except as
required by law, any licensed Software Materials in any form to any third party except to the CITY's
employees, or to agents directly concerned with licensed use of the program. Subject to the limitations
of this article, the CITY may make additional copies of the Software Materials.
12. Warranty
12.1.Polaris warrants that Polaris has the right to license the Software listed in Schedule C, POLARIS ILS
Software Licenses hereunder. Polaris further warrants that the Software will perform substantially in
accordance with the Software Materials in effect when shipped to the CITY. Polaris agrees to make
reasonable efforts to correct all reproducible material errors in the Software and discrepancies between
the Software Materials and the actual Software performance, contingent upon the CITY advising Polaris of
such errors within one (1) year from delivery. Polaris disclaims any responsibility for the use or function
of the Software beyond the parameters set forth in the Software Materials. Pursuant to, but not limited
by, Paragraph 12.2 herein, Polaris does not warrant that the operation of the licensed program will be
uninterrupted or error -free or that all program defects will be corrected. In addition, due to the
continual development of new techniques for intruding upon and attacking networks, Polaris does not
warrant that the Software or any equipment, system or network on which the Software is used will be
free of vulnerability to intrusion or attack.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND /OR ANY OTHER TYPE WHETHER
EXPRESSED OR IMPLIED, WRITTEN OR ORAL.
12.2. Pursuant to Article 8.5 herein, Polaris disclaims any responsibility for correcting any adverse effects on
either the performance or operation of the POLARIS ILS System, or on the individual components of said
System, as a result of the CITY's use of (a) Third -Party hardware or software, and /or (b) databases and
networks external to the POLARIS ILS System, in conjunction with the POLARIS ILS System except where
such Third -Party hardware or software has been approved by Polaris in writing prior to its installation, or
has been provided by a Polaris business partner. If requested by the CITY, Polaris may provide
consultation Services or diagnostic support relating to the CITY's use of such Third -Party hardware and
software, external databases and networks, and shall reserve the right to charge, at the rate of $200 per
hour with a minimum $400 charge. Assistance by Polaris staff in the re- building of server due to virus or
"hacker" intrusion will be billed at $500 per server.
13. Software Maintenance and System Support
13.1.Telephone support and general release updates for the Software will be provided as part of the annual
Software Maintenance fee. Service coverage and limitations are set forth under Schedule E herein.
13.2.Software updates will be made available periodically. Polaris shall have full discretion as to the timing
and content of Software updates during the term of this Agreement. Failure to release Software updates
during any specific term does not constitute default on the part of Polaris because of the continuation of
the right to use telephone support and other support - related Services. Given the complexity of the library
automation environment, including such factors as evolving standards, developmental tools, and market
demands, Polaris reserves the right to modify its development plan for future releases for the best
interests of its current customers, its organization (from a support perspective) and future marketability.
13.3. Polaris and the CITY will accept mutual responsibility for implementing Software updates. All mandatory
Software updates must be installed within one (1) year of their release to insure proper program
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WON,
'
performance and continued support. In conjunction with Article 8.4 herein, failure by the CITY to install
Software updates within the agreed time frame may result in the termination of program service and
maintenance, or in the increase of program service and maintenance fees where appropriate.
13.4. Each type of program service and maintenance specified will be available unless discontinued by Polaris
upon one hundred and eighty (180) days written notice.
13.5.Polaris reserves the right to charge at $200 per hour with a minimum $400 charge for any additional
effort that results from providing Services for a licensed program altered by the CITY.
14. Patent and Copyright
14.1.Polaris will defend the CITY against any claim that licensed Software and /or Software Materials furnished
and used within the scope of the license granted herein infringe a U.S. patent or copyright and Polaris
will pay resulting costs, damages and attorney fees finally awarded, provided that: (a) the CITY promptly
notifies Polaris in writing of the claim, and (b) Polaris has sole control of the defense and all related
settlement negotiations.
14.2. If such claim has occurred, or in Polaris' opinion is likely to occur, the CITY agrees to permit Polaris at its
option at no additional expense to the CITY either to procure for the CITY the right to continue using the
licensed Software and /or Software Materials, or to replace or modify the same so that they become non -
infringing. If neither of the foregoing alternatives is reasonably available, the CITY agrees on one (1)
month's written notice from Polaris to return or destroy all copies of the licensed Software and /or
Software Materials received from Polaris and all copies thereof, and to receive a refund for any monies
paid for said licensed Software and /or Software Materials, exclusive of any periodic maintenance fees.
14.3.Polaris shall have no obligation to defend the CITY or to pay costs, damages, or attorney's fees for any
claim based upon the CITY's use of licensed Software that has been altered by the CITY without Polaris'
express permission and in direct breach of Article 7.5. herein.
14.4.The foregoing states the entire obligation of Polaris with respect to infringement of patents or
copyrights.
15. Limitation of Remedies
15.1.For any claim concerning performance or non - performance by Polaris pursuant to or in anyway related to
the subject matter of this Agreement and any supplement hereto, the CITY shall be entitled to recover
actual damages to the limits set forth in this section. No action, regardless of form, arising out of this
Agreement, may be brought by either party more than two (2) years after the cause of action has arisen.
15.2.Polaris' maximum aggregate liability, whether for breach of contract, breach of warranty or in tort,
including negligence, will be limited to a maximum of all monies paid for the Software, exclusive of any
maintenance fees.
15.3.This limitation of liability will not apply to Articles 14 and 25 herein, or to claims for personal injury to
the extent caused in whole or in part by Polaris' negligence.
15.4.IN NO EVENT WILL POLARIS BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE, OPERATION, OR
MODIFICATION OF THE SYSTEM BY THE LIBRARY, OR FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF POLARIS HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
16. Waiver of rights
The waiver or failure of either party to exercise in any respect any right provided for herein shall not be
deemed a waiver of any further right hereunder.
17. Severability
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POLARIS
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statue or rule
of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in
any way.
18. Headings
The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not
control or affect the meaning or construction of any provisions of this Agreement.
19. Governing Law
This Agreement shall be subject to all applicable laws of the Federal Government of the United States of
America and to the laws of the State of Texas. The applicable taw for any legal disputes arising out of
this Agreement shall be the law of the State of Texas. The prevailing party under in any action brought
under this Agreement shall be entitled to reasonable attorney fees and costs as awarded by the court
including any action at the appellate level.
20. Saving Clause
Typographical errors are subject to correction.
21. Assignments
Both parties agree that no sublicensing, or assignment of their rights or interest, nor delegation of their
duties under this Agreement shall be made or become effective without the prior written consent of the
other party. Any attempted sublicensing, assignment or delegation without prior written consent shall be
wholly void and ineffective for all purposes.
22. Taxes not included
The charges shown on this Agreement do not reflect applicable state and local taxes that may be added
to the amounts shown at the time of invoicing.
23. Whole Agreement
This Agreement constitutes the entire Agreement between the parties and supersedes all proposals,
presentations, representations, and communications, whether oral or in writing, between the parties on
this subject. Neither party shall be bound by any warranty, statement, or representation not contained
herein. The signatories acknowledge reading, and agree to comply with, all terms and conditions.
24. Force Maieure
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the
reasonable control of the performing party shall not constitute a breach of this Agreement, provided that
the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed
party's time for performance shall be deemed to be extended for a period mutually agreeable to both
parties. Conditions beyond a party's reasonable control include, but are not limited to, natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor
disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials
shall not be considered a condition beyond a party's reasonable control. This provision does not relieve
the CITY of its obligation to make payments then owing.
25. Indemnification
Polaris agrees to indemnify, hold harmless and defend the CITY and its agents, officials and employees
from any liability, claim or injury, related to or caused by fault or negligence of Polaris employees or
subcontractors.
26. Amendments
Amendments and modifications to all, or any part, of the Agreement and to the appendices and
referenced attachments, may be made, and shall be binding, only if in writing and signed by duly
authorized representatives of both parties.
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27. Fundin
LIBRARY represents that funding has been appropriated sufficient to purchase the deliverables set forth
in the Schedules attached to this Agreement.
IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement, which shall inure to
the benefit of and be binding upon the successors of the respective parties, as of the last date indicated
below.
ACCEPT FOR THE CITY
r`
By
Title: City Manager
Date:
1. Estimated Number of Patrons
ACCEPTED F LARIS LIB Y STEMS
By:
Title: President. Polaris Libra ems.
Date: ' //—(95
APPROVED FOR FOR POLARIS LIBRARY SYSTEMS
By:
Title: Mana p
,eC, Con acts and Proposals
Date:
Schedule A
Library Statistics
20,000
2/7/08 City of Schertz Contract Page 10 of 22
i
POLARIS
2. Estimated Number of Items 57,000
3. Estimated Number of Titles 55,000
4. Estimated Number of Authority Records N/A
5. Items Issued Annually 293,000
6. Estimated Number of Concurrent Workstations /In -bound Internet 30
(total of categories below)
#1
6.1 Staff Client Licenses: 15
6.2 Dedicated PAC workstations: 10 (Unlimited licenses)
6.3 Internet access to PAC Unlimited license - est. at 5 concurrent users
7. Name and address for central server location:
Schertz Public Library
608 Schertz Parkway
Schertz, TX 78154
8. Other Locations:
N/A
1. Data Migration
Number of MARC Records:
2/7/08
Schedule 6
Database Services
55,000
City of Schertz Contract Page 11 of 22
POLARIS
Number of Item Records:
Number of Patron Records:
Source:
57,000
20,000
Pursuant to Article 8.6 herein, the CITY, through its LIBRARY personnel, will assume sole
responsibility for the extraction of the data from its current system.
Total Cost
Bibliographic and Authority Record Migration /Load - 55,000 records
Item Record Migration /Load - 57,000 records
Patron Record Migration /Load - 20,000 records
Circulation Transaction Migration /Load (includes reserves and patron account
information)
Sub - Total: Data Migration
2. Authority Control Processing
Project Management and Data Off- Load /Re -Load Fee:
Machine processing of LC name, subject, series, and uniform title headings, various
MARC record update routines, ASCII file of non - matched headings, standard authority
record generation. Also includes updating matched LC records to the most current
MARC format coding conventions and AACR2 cataloging standards.
Est. 55,000 bibliographic records 0.065 per record
Authority Control Training:
Authority Control in Polaris - Webinar
$1,500
$1,500
$1,000
$3,500
$7, 50r
$2,500
$3,575
$450
Sub - Total: Authority Control Processing $6,525
Total: Database Services
Schedule C
POLARIS ILS Software Licenses
$14,025
Pursuant to Paragraph 12.1 herein and subject to the terms and conditions of this Agreement, Polaris will
grant non - transferable and non - exclusive licenses for the following Software for use by the CITY.
2/7/08 City of Schertz Contract Page 12 of 22
K41MAM
1.
POLARIS ILS server Software
$15,000
Includes: POLARIS ILS Database, 239.50 Server, SMTP for email notification,
Remote Patron Authentication, System Administration, System Reports.
2.
Client Software
$11,250
Includes: Find Tool, Acquisitions, Serials, Cataloging, Circulation, Z39.50 Client, PowerPAC.
Total Staff Licenses: - 15
Unlimited PowerPAC /Internet access licenses
N/C
3.
SimplyReports x 1 user license
$3,000
4.
Spanish language interface to PAC
$1,000
5.
URL Detective
$1,000
6.
E- commerce Staff licenses x 3
$1,500
7.
Self -Check interface x 3 units
$1,500
8.
POLARIS ILS Software Materials -
N/C
Complete set of Polaris ILS documentation on CD + one set of User Guides
Total - POLARIS ILS Software Licenses $34,250
Schedule D
Services
1. Implementation Services
2/7/08
City of Schertz Contract Page 13 of 22
•
Overview
Polaris shall provide implementation services involving project consultation and training. These services
shall include, but are not limited to:
• Assigning an Implementation Manager whose role will be to work in conjunction with the LIBRARY
personnel during the implementation phase of the contract.
• Providing trainers to instruct the LIBRARY personnel on the operation of the POLARIS ILS
application /system administration consistent with the provisions set forth below.
Purpose of the Implementation Site Visit
Polaris' Implementation Manager will schedule a two -day site visit to the LIBRARY to discuss:
• Policy file creation
• Data migration issues
• Project planning
• Implementation Process
• Staff Client System Administration
The Implementation Site Visit requires the participation of the LIBRARY's System Administrator as well as
representatives from each of the LIBRARY's administrative units involved or affected by the implementation
of POLARIS ILS.
Training Philosophy and Fees
Train - the - Trainer Approach: Polaris's approach to training is to thoroughly train a core group (numbers
indicated below) at the customer site. This core group will receive in -depth training on the various subsystems.
This core group will, in turn, train the remainder of the LIBRARY staff. System Administration training is offered
as a modified one -day session on -site.
Prerequisites: Prior training on Windows XP Professional and /or Windows NT /2000 is required for all trainees.
Up to ten (10) trainees allowed at each training session. Training materials will be provided for each session.
Additional training days can be contracted for at a cost of $1,650 per trainer per day including expenses.
Training should take place in a room away from public areas and have the capacity to hold the number of
trainees (up to 10) and the Polaris trainer. It is strongly recommended that each trainee have the use of a
LIBRARY workstation with the POLARIS ILS Staff client software installed.
Implementation Manager site visit and on -site training will be charged in whole days at $1,650 a day for each
Polaris staff member, all expenses included.
Schedule D
Services- continued
Project Consultation:
2 Days On -Site Project Implementation Visit (including expenses) $4,950
• Policy File Creation, Data Migration, Project Planning
• Implementation Process, Staff Client System Administration
2/7/08 City of Scherta Contract Page 14 of 22
• &' I
1 Day Go -Live Assistance (including expenses)
POLARIS ILS ADDlication Trainine /Consultation:
4 Days on -site training covering the following subsystems (including expenses) $6,600
(To occur after system installation and initial database load)
Up to ten (10) trainees allowed per session.
• PAC
• Patron Services
• Cataloging
• Workflow
POLARIS ILS System Administration:
1 Day On -Site modified training covering the following (including expenses): $2,000
• POLARIS ILS System Administration Interface (Prerequisite: Windows 2003 Operations)
• Database Maintenance, User Management, Client Installation
Sub- Total: Implementation Services
(includes all Polaris personnel expenses)
$13,550
Optional Service
additional days follow -up training /consultation: to address workflow efficiencies, new functionality,
outstanding questions 01,650 per day inc. expenses.
On -site Basic SQL and Report Authoring (2 days @1,650 a day inc. expenses)
to implement the Acquisitions subsystem requires two (2) additional days of training at $1,650 a day
including expenses.
to implement the Serials subsystem requires one (1) additional day of training at $1,650 a day including
expenses.
Schedule D
Services - continued
2. Installation.
2/7/08 City of Schertz Contract Page 15 of 22
POLARIS
2.1 The installation fee for server Hardware and Software covers the integration, configuration, and
installation of all server Software, and the on -site integration of the server Hardware. Said services will
be performed on -site by Polaris technicians at the rates set forth below. Any additional days that are
required on -site as a result of the failure of non - Polaris equipment will be charged at $1,650 a day
including expenses. The CITY will be responsible for the physical installation of the server.
Server and server Software - Installation and On -site Integration:
- Production server $1,500
On -site integration of servers (includes travel expenses)
$3,800
Sub - Total: Installation POLARIS ILS servers Ft server Software $5,300
For servers purchased or provided by the LIBRARY, the installation fees are as follows:-
- Production server $1,500
Other servers $750 each
(e.g. Training server, PAC server, Phone Notification server)
Schedule D
Services - continued
3. Subscription Service.
Polaris is a reseller for Syndetic Solutions, which offers enriched content for display in the PAC, including
tables of contents, first chapters, full color cover images, reviews, etc. Pricing for Syndetic Solutions is an
annual subscription, based on annual circulation statistics. Price increases may occur on an annual basis, at
2/7/08 City of Schertz Contract Page 16 of 22
POLARIS
the time of subscription renewal. The LIBRARY'S reported annual circulation is 293,000. Based on this
figure, the first -year annual subscription would be set as follows (the CITY may de- select elements as
required to the minimum annual rate of $550):
Component
Table of Contents
Fiction Profile (must buy Find Similar Titles)
Find Similar Titles (must buy Fiction Profile)
Series Information
Awards
Summaries
Cover Images
First Chapters/ Excerpts
Author Notes
PW Review (includes Criticas Review)
U Review
SU Review
Choice Review
Booklist Review
Horn Book Review
Kirkus Review
Spanish
German
Video ft Music
+ Total Annual Subscription Fee
Note: Annual Subscription Fee will become due on the Operational Date of the system.
Schedule D
Services - continued
Annual Cost
Not Selected
$111
$111
$141
Not Selected
$141
$170
Not Selected
Not Selected
$141
$141
$141
Not Selected
$141
Not Selected
Not Selected
Not Selected
Not Selected
Not Selected
$1,238
4. Polaris ZMARC - Cataloging Record Subscriptions
The ability to get library materials cataloged and into patrons' hands as quickly and accurately as
2/7/08 City of Schertz Contract Page 17 of 22
possible is essential. ZMARC provides access to over 11 million bibliographic records and 7 million
name authority records cataloged by the Library of Congress. In addition, the LIBRARY will
have access to the latest AV records available from Baker Et Taylor, with over 17,000 new records
added per year.
Three product offerings (sold separately):
• Over 10,000,000 Bibliographic Records*
• Over 7,000,000 Name Authority Records Et over 3,000,000 Subject Authority Records*
• Over 250,000 AV Records (music, video Et DVD titles)*
Licenses x 1 (includes real -time updates to authority
header)
Bibliographic On
Licenses x 1
Total: Polaris ZMARC Subscriptions
Schedule E
Software Maintenance and System Support
Annual Fee
$1,275
Annual Fee
$1,775 .I
$3,0501
1. Telephone diagnostic service: is available during the following hours: 8:30am - 8:00pm, Eastern Standard
Time, Monday through Friday, excluding standard Polaris holidays. From 8:30- 5:00pm Eastern Standard
Time customers will be able to call Customer Support and reach their Site Manager or Technical Support
Specialist. From 5:00pm- 8:00pm Eastern Standard Time customers will reach the Site Manager or
2/7/08 City of Schertz Contract Page 18 of 22
• F` ,V'� i
Technical Support Specialist working at Polaris headquarters that night. At 8:00pm the phones will be
transferred to the answering service. Emergency referrals from Polaris' Operations Center to on -call
personnel will be available 24 hours per day, 7 days per week. Emergency assistance is limited to work in
correcting problems which impact critical functionality of the System. Software service calls that cannot
be solved immediately will be referred to specialists within the Operations Center. Services performed by
Polaris beyond the scope of those services listed in 2.1, 2.2. and 2.3. below, or beyond the limitations
listed in 3.1., 3.2. and 3.3. below, will be billable at the rate of $200 an hour with a minimum $400
charge.
Software maintenance covers:
2.1. trouble - shooting of any POLARIS ILS Software related problem;
2.2. provision of updates to the latest version of the POLARIS ILS Software;
2.3. support for SQL Reports interface with POLARIS ILS Software;
3. Service limitations.
3.1. no on -site Software support service is included under this Agreement. Any on -site service requested
by the LIBRARY will be provided at Polaris' per -call rates and terms then in effect.
3.2. service will not be provided as a result of:
- fault or negligence on the part of the LIBRARY;
- failure of Third -Party hardware /software;
- operator error that deviates from standard operating procedures as described in the Software
Materials;
- data loss and /or corruption as a result of any Hardware failure
3.3. Software support service does not include:
- server operating systems;
- client operating systems;
- Third -Party PC software;
- network /communications software;
- web server /browser software (except where supplied by Polaris);
- PC trouble - shooting;
- virus protection, detection or removal; or repair of damage incurred through the infection of a
virus;
4. Software Maintenance Fees:
Annual
4.1
POLARIS ILS server Software
$4,500
4.2
POLARIS ILS client Software
$2,925
4.3
SimplyReports x 1
$750
4.4
Spanish language interface to PAC
$180
4.5
URL Detective
$150
4.6
E- commerce Staff licenses x 3
$450
4.7
Self -Check interface x 3
$90
Total: Annual Software Maintenance and System Support Fee.
Commencing one (1) year from the Operational Date
Schedule F
Payment Schedule
$9,045
System Costs Purchase Price
Database Services (Schedule B)
POLARIS ILS Software Licenses (Schedule C)
2/7/08
$14,025
$34,250
City of Schertz Contract Page 19 of 22
Services (Schedule D)
- Implementation
- Installation
- Enhanced Data Content for PAC Subscription
- ZMARC Subscription
Sub - Total: System Cost
Less Discount
Total: System Cost
1. Payment on Delive�i
1.1 Services (Schedule D)
2. Payment for Database Services
2.1 Total Cost (Schedule B)
Payment for this cost to be made as follows:
- upon completion of test load
- upon completion of final load
- upon completion of authority load
3. Payment for Hardware and Software
3.1 Sub -Total Costs (Schedule C)
Less Discount
Total Costs
Payment for these costs to be made as follows: -
25% upon signing the Agreement
60% upon completion of Hardware /Software delivery
15% upon Operational Date
$3,750
$3,750
$6,525
$5,527.50
$13,266.00
$3,316.50
4. Annual Payments to Commence One 1 Year from the Operational Date
4.1. Software Maintenance and System Support (Schedule E)
4.2. Enhanced Data Content for PAC Subscription (Schedule D)
4.3. ZMARC Subscriptions (Schedule D)
Schedule G
Additional Considerations
$13,550
$5,300
$1,238
$3,050
$71,413
($12,140)
$59,273
$23,138
$14,025
$34,250
($12,140)
$22,110
$9,045
$1,238
M
1. Returned Goods Authorization.
1.1 Goods mistakenly configured or shipped by Polaris will be picked up at Polaris' expense and a full
credit will be applied to the customer's account. In order to assure the timely handling of your
return, a Returned Materials Authorization number must accompany all returns.
2/7/08
City of Schertz Contract Page 20 of 22
POLARIS
1.2 Goods mistakenly ordered by the CITY may be returned within 30 days of sale. If the return is in its
original packaging and fit for resale as new, the CITY's account will be credited for the selling price
less a 20% restocking fee and less any shipping and handling charges. The CITY must obtain a
Returned Materials Authorization number and ship the return at its own expense, including insurance
for the replacement value of the return. If the return is lost in shipment, the CITY remains liable to
Polaris for the full purchase price as invoiced and must collect from the carrier or insurer. If the
return is shipped to Polaris without a Returned Goods Authorization, an additional tracing fee may
be deducted from the value of the return. If the return is in a condition that prevents its resale as
new, the CITY will receive credit only for the value as determined by Polaris for use as maintenance
spares or for sale as used equipment. Software licenses, barcode labels and all custom goods are
not returnable.
2. Network and Workstation Requirements
The POLARIS ILS system is based on TCP /IP protocols over an Ethernet network, and uses industry
standard techniques and technology for networking. POLARIS ILS network topologies and protocols
include powerful Ethernet 106aseT and 100BaseT local area networks, high -speed fiber links, and
wide -area digital communications, running a variety of protocols, including TCP /IP. Polaris supports
Ethernet LANs using TCP /IP. All existing network hardware components must be TCP /IP compatible
and manageable. POLARIS ILS is a PC -based system requiring Staff workstations running under
Windows XP Pro or Vista. For a PC Workstation running under Vista, the memory requirement is a
minimum of 1GB, with a separate video card with 128MB memory (not shared memory). Existing
dumb terminals cannot be re- deployed. MACS with Ethernet cards and Internet Explorer capability
may also be used as PAC workstations. The required wiring is Category 5 (802.3 Ethernet compliant),
capable of handling bandwidth from 10Mbps to 100Mbps. Analog equipment is not compatible with
the network. As an additional service, the LIBRARY may contract with Polaris for detailed network
plans, including design criteria, hardware, and pricing at the then current rates.
3. Ownership of Data
Polaris acknowledges the CITY's ownership of the various databases installed upon the System. Upon
termination of this Agreement by either party, or upon conclusion of the Agreement term, Polaris
agrees to assist the CITY in extracting all CITY -owned data from the System. Such assistance shall
include personnel time and Polaris' best efforts, provision of documentation regarding the format and
contents of the extracted data, verification that extracted data is complete and in a form suitable for
use by the CITY, and other assistance necessary for the extraction of data. Such assistance shall be
provided by Polaris at no charge to the CITY if termination of this Agreement by the CITY comes as a
direct result of a breach, by Polaris, of any of the terms and conditions set forth herein; in all other
circumstances concerning termination, Polaris shall be entitled to charge, the CITY at its then current
rates for data extraction services, including any actual expenses for travel to CITY. The data shall
include all contents of all files created, maintained, and owned by the CITY, including all bibliographic
data, holdings data, patron data, in- process transaction data associated with circulation control,
cataloging, acquisitions, serials control, and any other activity or subsystem in use by the CITY.
Wherever standards such as MARC exist for the format of that data, Polaris will furnish such data in the
standard format. Appropriate documentation shall be provided. These Services will not be delayed or
withheld by Polaris in the event of any legal proceeding initiated by either party.
Schedule I
Additional Considerations - continued
4. Minimum Saecifications for Production Server Hardware and Software
Production Server
Quad Core Xeon 2.33GHz, 1333MHz CPUs, 8GB RAM, RAID
2/7/08 City of Schertz Contract Page 21 of 22
POLARIS
Hardware
Qty Product
1 Dell PowerEdge 2900
Quad Core Intel Xeon 2.33 GHz, 1333MHz CPUs (4MB cache)
8GB memory (4x2GB DIMMs)
Wide Tower Cabinet, redundant power supply
USB Keyboard ft Mouse
DVD -ROM drive, Floppy
RAID controller
Dual Ethernet NIC
DAT72 tape backup (internal)
(2) 36GB 15,000 rpm SCSI hot swap disks (System /Swap -RAID 1)
(2) 36GB 15,000 rpm SCSI hot swap disks (Temp -RAID 1)
(4) 36GB 15,000 rpm SCSI hot swap disks (Data -RAID 5)
4 Hour Same Day On -Site Response 24 x 7
1 Dell 17" LCD Monitor
1 I Dell APC 1500VA UPS
Media
1 20 I Backup Tapes
Software
1
Microsoft Windows 2003 Server R2 Enterprise License (P72- 01871) (quoted cost requires the end -user
to have an active Microsoft Academic Open License Agreement)
1
Microsoft Windows 2003 Server Enterprise - Media (P72- 01780)
1
Microsoft SQL 2005 Server per - processor License (228- 03378)
1
Microsoft SQL Server 2005 - x32 Media (228 - 05236)
1
Microsoft SQL Server 2005 - x64 Media (228- 05237)
15
Microsoft Windows 2003 Client Access License (R18- 00210)
1
Brightstor ARCServe r11.5 w /media (BABWBR1150SOOG4)
1
Brightstor ARCServe r11.5 SQL Agent (BABWBR1150S17G4)
1
WS FfP Professional 2006
Annual maintenance on Brightor ARCServe is estimated at $350 after year 1.
City of Schertz Contract Page 22 of 22