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POLARIS <br /> THIS AGREEMENT, bearing an effective date of March 20 2007 ("Effective Date"), is made between <br /> GIS Information Systems., Inc. doing business as Polaris Library Systems (a qualified Subchapter S subsidiary of <br /> The Croydon Company, Inc.,) a corporation organized under the laws of the State of New York, with its principal <br /> place of business at 103 Commerce Boulevard, Liverpool, New York (herein after referred to as "Polaris'), and <br /> Indian River County, a political subdivision of the State of Florida, having an address of 1840 25°i Street, Vero <br /> Beach, FL 32960, or such other address as the County may from time to time direct (hereinafter referred to as <br /> " COUNTY") <br /> BACKGROUND RECITALS: <br /> A. The County issued a Request for Proposals for integrated library software services " Request for Proposals" on <br /> November 8, 2006; <br /> B. Pursuant to the Request for Proposals, the County' s duly-constituted Selection Committee received proposals <br /> and ranked the firms that responded to the Request for Proposals based on the evaluative criteria set forth in the <br /> Request for Proposals; <br /> C. Polaris was the highest ranked respondent to the Request for Proposals; and the Polaris response to the <br /> Request for Proposals is attached hereto as Exhibit " A" and incorporated herein by reference in its entirety; <br /> D. The County approved the selection of Polaris on February 13, 2007; and <br /> E. Polaris has developed a computerized system (hereinafter referred to as 'POLARIS ILS"®) consisting of <br /> hardware and software and related services, and the COUNTY intends to purchase and/ or license such <br /> hardware, software and related services for the Indian River County Library System (hereinafter referred to as <br /> "Library") as set forth in this Agreement; <br /> NOW, THEREFORE the parties mutually agree as follows: <br /> 1 . Definitions <br /> 1 .1 . " Hardware' and "System Software" is defined as those items so listed under Schedule C herein. <br /> 1 .2. "Software' is defined as POLARIS ILS computer programs, including, but not limited to, (a) the integrated <br /> library system software in the system server(s), and (b) the client software resident in the workstation(s) . <br /> The Software is listed in Schedule D and includes all corrections, modifications and updates thereof. <br /> 1 .3 . "Software Materials' is defined as any machine readable or printed material, including but not limited to <br /> documentation stored on CD, On-Line Help files and hard-copy guides, which are designated by Polaris as <br /> available under license to libraries who have licensed the program to which those materials relate. <br /> 1 .4. " Services" is defined as all services provided by Polaris, including but not limited to Data Migration, <br /> Installation and Training, as identified in the Schedules attached herein. <br /> 1 .5. "Operational Date' is defined as the day on which Polaris and the COUNTY mutually declare in writing <br /> operation of the Hardware and use of the Software as purchased under this Agreement to be available to <br /> the COUNTY. <br /> 1 . 6. "System" is defined as the total complement of Hardware, System Software and Software as sold to the <br /> COUNTY by Polaris under this Agreement and which is installed at the COUNTY location(s) noted herein. <br /> For the purposes of this Agreement, components supplied by any party other than Polaris shall not be <br /> considered as part of the "System" . <br /> 1 .7. "Third-Party", when used in conjunction with hardware and/ or software, is defined as any device, <br /> component or program not supplied by Polaris under this or future Agreements, Addendums and Purchase <br /> Orders. <br /> 3/20/07 Indian River County Contract Page 2 of 30 <br />