HomeMy WebLinkAbout2007-057 ' 7 � .
POLARISO
Integrated Library System
CONTRACT
MARCH 20, 2007
Indian River County,
Vero Beach, FL
Indian River Co. Approved Date
General Servs. 3 d/ G
Budget 321 Polaris Library Systems
PO BOX 4903 • SYRACUSE, NY 13221-4903
1-800-272-3414 • FAX 1-315-457-5883 • http ://www.polarislibrary. com
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POLARIS
THIS AGREEMENT, bearing an effective date of March 20 2007 ("Effective Date"), 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
Indian River County, a political subdivision of the State of Florida, having an address of 1840 25°i Street, Vero
Beach, FL 32960, or such other address as the County may from time to time direct (hereinafter referred to as
" COUNTY")
BACKGROUND RECITALS:
A. The County issued a Request for Proposals for integrated library software services " Request for Proposals" on
November 8, 2006;
B. Pursuant to the Request for Proposals, the County' s duly-constituted Selection Committee received proposals
and ranked the firms that responded to the Request for Proposals based on the evaluative criteria set forth in the
Request for Proposals;
C. Polaris was the highest ranked respondent to the Request for Proposals; and the Polaris response to the
Request for Proposals is attached hereto as Exhibit " A" and incorporated herein by reference in its entirety;
D. The County approved the selection of Polaris on February 13, 2007; and
E. Polaris has developed a computerized system (hereinafter referred to as 'POLARIS ILS"®) consisting of
hardware and software and related services, and the COUNTY intends to purchase and/ or license such
hardware, software and related services for the Indian River County Library System (hereinafter referred to as
"Library") as set forth in this Agreement;
NOW, THEREFORE the parties mutually agree as follows:
1 . Definitions
1 .1 . " Hardware' and "System Software" is defined as those items so listed under Schedule C herein.
1 .2. "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 D and includes all corrections, modifications and updates thereof.
1 .3 . "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 .4. " 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 .5. "Operational Date' is defined as the day on which Polaris and the COUNTY mutually declare in writing
operation of the Hardware and use of the Software as purchased under this Agreement to be available to
the COUNTY.
1 . 6. "System" is defined as the total complement of Hardware, System Software and Software as sold to the
COUNTY by Polaris under this Agreement and which is installed at the COUNTY 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 .7. "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.
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2. Furnishing of Deliverables
Based on the statistics in Schedule A, which the COUNTY agrees are reasonably correct as of the date of
this Agreement, and subject to any special conditions appended in Schedule I, Additional Considerations,
Polaris will provide deliverables detailed in the following Schedules at the fees indicated in said Schedules:
Schedule B : Database Services
Schedule C: Hardware and System Software
Schedule D : POLARIS ILS Software Licenses
Schedule E: Services
Schedule F: E*vaned Solutions
Schedule G: Hardware Maintenance
Schedule H : Software Maintenance and System Support
Schedule I: Payment Schedule
Schedule J : Additional Considerations
Schedule K: Data Migration - Data Requirements
3. Installation Schedule
3.1 . Following the signing of this Agreement, the COUNTY and Polaris will develop a mutually agreeable
Implementation Plan which shall include, but not be limited to, identification of all required tasks, a
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 and/ or Hardware is postponed until after the proposed Operational
Date provided in the then current Implementation Plan due to extensions requested by the COUNTY or the
failure of the COUNTY to perform its responsibilities under the terms of the Implementation Plan, then
Polaris, at its option, shall be entitled to invoice the COUNTY for any balance due on installation, pursuant
to Schedule I, 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 COUNTY 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.
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4.4. Subject to the conditions of Article 4. 2, if this Agreement is suspended or terminated by the COUNTY,
whether for cause or convenience, then, effective upon the date of suspension or termination, the COUNTY
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 COUNTY to the date of termination on
a pro-rated basis. If the Agreement is mutually reinstated, then the COUNTY 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 Softwrare 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 COUNTY will
furnish to Polaris if requested, a certification that through the COUNTY's best efforts and to the best of the
COUNTY'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 not
modified or merged into other Software Materials as authorized herein.
6. Payment
6 . 1 . Fees enumerated in Schedules B through H are summarized in Schedule I herein.
6.2. Payment for all deliverables shall be made in accordance with the terms set forth in Schedule I herein.
6 .3. All payments on proper invoices shall be made to Polaris by the County pursuant to the Local Government
Prompt Payment Act (2006), Florida Statutes Section 218 . 70 et seq.
6.4. Interest on proper invoices shall be pursuant to the Local Government Prompt Payment Act (2006), Florida
Statutes Section 218.70 et seq.
6.5 . 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
COUNTY.
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
COUNTY.
If the charge for any service provided under this Agreement is increased by Polaris, the COUNTY 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.
7. Licenses
7. 1 Polaris and the COUNTY agree that the following terms and conditions will apply to any COUNTY 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 COUNTY; (2) grant to the COUNTY 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
by the COUNTY(s) specified herein. The COUNTY 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
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one Production server and on one or more Training servers. The Client Software is for the use of the
COUNTY with no implied rights to distribute beyond reasonable use for COUNTY functions . Following
Polaris' written authorization, all licensed Software may be copied, in whole or in part, only 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 COUNTY, and they
remain the proprietary property of Polaris.
7.5. The COUNTY shall not allow the Software, the Software Materials or any portion thereof to be reverse
compiled, disassembled, or in any way altered. The COUNTY shall not modify any licensed Software in
machine-readable form nor merge such Software with other Software programs .
7.6. The COUNTY must notify Polaris of the COUNTY'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 COUNTY 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 COUNTY if the COUNTY fails to comply with these terms
and conditions.
8. The COUNTY's Responsibilities
8.1 . The COUNTY will pay shipping charges for all Hardware.
8.2. The COUNTY acknowledges the network and workstation requirements set forth under Section 2, Schedule
J herein, and will assume responsibility for purchasing, installing, configuring and maintaining all other
hardware components necessary, including but not limited to:
- Rackmount UPS for the server(s)
- Domain Controller
- network components,
- PC Workstations,
- Scanners,
- Printers,
- cables,
except where such components are sold by Polaris as a part of this Agreement. The COUNTY will also
assume responsibility for determining, in consultation with Polaris, the viability of existing hardware
components in conjunction with the System.
8.3. The COUNTY 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 COUNTY shall designate no more than these two (2) key personnel for special training in the use of the
System. Should either assignment change, the COUNTY 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 COUNTY following execution of this Agreement.
8 .4. The COUNTY 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,
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installation and maintenance of current service packs and security patches, and Software updates pursuant
to Article 8 .6 . Failure by the COUNTY to administer server operations may result in written notice from
Polaris to limit, or withhold, its maintenance Services if, following a thirty (30) day cure period, the
COUNTY, 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 .5. The COUNTY will provide Polaris with reliable and immediate remote access to the POLARIS ILS System.
This access must be sufficient, in Polaris' sole reasonable opinion, to satisfy the implementation and on-
going performance requirements and warranties set forth under this Agreement. At its sole discretion, the
COUNTY 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 COUNTY's firewall. Failure by the COUNTY 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 COUNTY'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 .6. The COUNTY 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. 7. The COUNTY will accept responsibility for the export of all data files it wishes to migrate to POLARIS ILS.
Pursuant to Schedule J herein, these files will be provided to Polaris in MARC format and in ASCII text file
format with fixed field lengths or field delimitation. Data will be provided to Polaris through ftp (file
transfer protocol) or through a mutually agreed upon tape and tape backup format. The COUNTY 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 COUNTY 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
COUNTY 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 .8. The COUNTY will accept responsibility for the data concerning the COUNTY'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 COUNTY 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 E, Services. The COUNTY shall, at its own expense, prepare the site to
house the Hardware in accordance with the installation specifications presented in Polaris' Proposal or
supplied to the COUNTY immediately following contract signing. Pursuant to those specifications, the
COUNTY shall provide suitable electric service for operation of the Hardware and a reliable connection to
the network via the Internet. The COUNTY 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 COUNTY 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 COUNTY and agrees not to transmit COUNTY data to any third party, except as
requested by the COUNTY.
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11. Protection and Security
11 .1 . The COUNTY will take appropriate action, by instruction, Agreement or otherwise, with any persons
permitted access to licensed Software so as to enable the COUNTY 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 COUNTY 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 COUNTY's
employees, or to agents directly concerned with licensed use of the program. Subject to the limitations of
this article, the COUNTY may make additional copies of the Software Materials.
12. Warran
12.1 . Polaris warrants that Polaris has the right to license the Software listed in Schedule D, POLARIS ILS
Software Licenses hereunder, and as an authorized re-seller has the right to license the software under
Schedule F, E*vanced Solutions . Polaris further warrants that the Software listed in Schedule D will perform
substantially in accordance with Polaris' Response to the COUNTY' s Request for Proposal and with the
Software Materials in effect when shipped to the COUNTY. 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 COUNTY 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 12.3
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.
122. Polaris warrants that the COUNTY shall acquire good and clear title to the Hardware purchased
hereunder, free and clear of all liens, claims, or encumbrances from a third party. Title to the Hardware
shall pass from Polaris to the COUNTY upon shipment of the Hardware to the COUNTY. Polaris shall
maintain a security interest in the Hardware that will be discharged when 100 % of all payments againstthe
Hardware are made. Hardware purchased under this Agreement will be newly manufactured, unless
otherwise agreed to in writing by both parties.
12.3. Pursuant to Article 8 . 6 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 COUNTY'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. Polaris may provide consultation Services or diagnostic
support relating to the COUNTY'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 H 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
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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 COUNTY 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
performance and continued support. In conjunction with Article 8.4 herein, failure by the COUNTY 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 COUNTY.
14. Patent and Copyright
14. 1. Polaris will defend the COUNTY 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 COUNTY
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 COUNTY agrees to permit Polaris at
its option at no additional expense to the COUNTY either to procure for the COUNTY 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 COUNTY 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, inclusive of any periodic maintenance
fees.
14.3. Polaris shall have no obligation to defend the COUNTY or to pay costs, damages, or attorney's fees for any
claim based upon the COUNTY's use of licensed Software that has been altered by the COUNTY 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 COUNTY shall be entitled to recover
actual damages to the limits set forth in this section.
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 COUNTY, 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.
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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
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 Florida. The applicable law for any legal disputes arising out of this
Agreement shall be the law of the State of Florida. Venue for any lawsuit brought by either party or
otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal
jurisdiction, in the Untied States District Court for the Southern District of Florida.
20. Saving Clause
Typographical errors are subject to correction through amendment on the mutual agreement of both
parties.
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 and the documents listed below which are defined in aggregate as the Contract Documents
constitute 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, nor representation not contained herein. The
signatories acknowledge reading and agree to comply with all terms and conditions. In the event of an
inconsistency in the provisions of this Agreement or a dispute as to a subject not specifically addressed by
this Agreement, the following documents shall be consulted to resolve the dispute in the following order of
precedence:-
1 . This Agreement;
2. Polaris' Response, dated 12/ 13/ 06, to the COUNTY's Request for Proposal;
3 . The COUNTY' S Request for Proposal # 2007009, issued November, 2006;
24. Force Majeure
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
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considered a condition beyond a party's reasonable control. This provision does not relieve the COUNTY of
its obligation to make payments then owing.
25. Indemnification
In consideration of the sum of Fifteen and 00/ 100 Dollars ($15.00), the receipt and sufficiency of which is
acknowledged by Polaris to be included and paid for in the contract price, Polaris shall indemnify, defend,
and hold harmless the COUNTY and its agents and employees from and against all liabilities, claims,
damages, losses, and expenses, including attorney 's fees, arising out of or resulting from the performance of
the work, provided that any such liability, claim, damage, loss, or expense: a) is attributable to bodily
injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work
itself), including the loss of use resulting therefrom; and b) is caused in whole or in part by any negligent act
or omission of Polaris, and subcontractor, anyone directly or indirectly employed by any of them or anyone
for whose acts any of them may be liable, regardless of whether or not it is caused in whole or in part by the
COUNTY.
In any and all claims against the COUNTY or any of its agents or employees, by any employee of Polaris,
any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, the indemnification obligation under the previous paragraph shall not be limited in any
way as to the amount or type of damages, compensation or benefits payable by or for Polaris or any
subcontractor under Workers' Compensation Acts, disability benefit acts, or other employee benefit acts .
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.
27. Funding
COUNTY represents that funding has been appropriated in fiscal year 2006-2007 sufficient to purchase the
deliverables set forth in the Schedules attached to this Agreement.
28. Hardware and System Software Modification
Polaris reserves the right to adjust specific components of the Hardware and System Software to reflect
availability at the time of purchase. In no event shall any such adjustment (1) increase the overall cost of the
Hardware and System Software (unless prior written approval is given by the COUNTY), and (2) detract in
any way from the performance of the Hardware and System Software as warranted herein.
29. Insurance
A. Prior to the time Polaris is entitled to commence any part of the project, work, or services under this
contract, Polaris shall procure, pay for, and maintain at least the following insurance coverages and limits.
Said insurance shall be evidenced by delivery to the COUNTY of 1) certificates of insurance executed by the
insurers listing coverage's and limits, expiration dates and terms of policies and all endorsements whether
or not required by the COUNTY, and listing all carriers issuing said policies; and 2) upon request, a
certified copy of each policy, including all endorsements , The insurance requirements shall remain in effect
throughout the term of this contract.
1 . Workers' Compensation in at least the limits as required by law; Employers' Liability Insurance of not less
than $100,000.00 for each accident.
2. Commercial General Liability Insurance including, but not limited to, Independent Contractor,
Contractual, Premises/ Operations, Products/Completed Operation and Personal Injury covering the
liability assumed under indemnification provisions of this contract, with limits of liability for personal
injury and/ or bodily injury, including death, of not less than $2,000,000. 00, each occurrence; and property
damage of not less than $1,000,000.00, each occurrence. (Combines single limits of not less than
$2,000,000.00, each occurrence, will be acceptable unless otherwise stated) . Coverage shall be on an
"occurrence" basis, and the policy shall include Broad Form Property Damage coverage and Fire Legal
Liability of not less than $50,000 .00 per occurrence, unless otherwise stated by exception herein
3/20/07 Indian River County Contract Page 10 of 30
POLARIS
3. Commercial Automobile and Truck liability covering owned, hired, and nonowned vehicles with
combined single limits of not less than $2,000,000.00, each occurrence. Coverage shall be on an "occurrence"
basis, such insurance to include coverage for loading and unloading hazards.
4. Professional Liability Insurance (including Errors and Omissions) with minimum limits of $500,000.00
per occurrence, if occurrence form is available; or claims made from with "tail coverage" extending three (3)
years beyond completion and acceptance of the project with proof of "tail coverage" to be submitted with
the invoice for final payment. In lieu of "tail coverage", consultant may submit annually to the COUNTY a
current Certificate of Insurance proving claims made insurance remains in force throughout the same three
(3) year period.
B. Each insurance policy shall include the following conditions by endorsement to the policy:
1 . Each policy shall require that thirty (30) days prior to expiration, cancellation, nonrenewal, or any
material change in coverage or limits, a notice thereof shall be given to COUNTY by certified mail to: Indian
River County, Purchasing Division, 1840 25th Street, Vero Beach, FL 32960-3365. Polaris shall also notify
COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration,
cancellation, nonrenewal, or material change in coverage received by Polaris from its insurer; and nothing
contained herein shall absolve Polaris of this requirement to provide notice.
2. Companies issuing the insurance policy, or policies, shall have no recourse against COUNTY for payment
of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Polaris.
3. The term "COUNTY" or "Indian River County" shall include all Authorities, Boards, Bureaus,
Commissions, Divisions, Departments, and Offices of County and individual members, employees thereof
in their official capacities, and/ or while acting on behalf of Indian River County.
4. Indian River County Board of County Commissioners shall be endorsed to the required policy or policies
as an additional named insured.
5. The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by
COUNTY to any such future coverage, or to COUNTY's self-insured retention of whatever nature.
C. COUNTY hereby waives subrogation rights for loss or damage against the COUNTY.
30. The Background Recitals are true and correct and form a material part of 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 Effective Date .
\ ACCEPTED FOR THE COUNTY ACCEPT OR POL S LIBRARY SYSTEMS.
By. Gary ' +. isf9e er , C airman By.
Title:
Boa d • o' ;evtnty Commissiortlee President, Polar s Libr rySystems.
U z
Z � o Date cMarah , 20 , 2CC Date: ' Q7
wa ATTESTj J . K . Barton , Clerk
u • 4 ! S P ROV T FORM FOR POLARIS LIBRARY
Z By i^0. ' tea `^'- Q SYSTE
a ° Deputy Clerk By:
vvv ¢ Z
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' •. A PROVED • Title: anaContracts and Proposals
w
¢ < Date: 23 l
unty minis rator
3/20/07 Indian River County Contract Page 11 of 30
POLARIS
Schedule A
Library Statistics
1 . Estimated Number of Patrons 80,000
2. Estimated Number of Items 440,000
3 . Estimated Number of Titles 326,000
4. Estimated Number of Authority Records 82,000
5 . Items Issued Annually 11000,000
6 . Number of Concurrent Workstations/ Devices/ In-bound Internet 90
(total of categories below)
#1
6.1 Staff Client Licenses : x 35
6.2 Dedicated PAC workstations: x 50 (Unlimited licenses)
6 . 3 Internet access to PAC x Unlimited license - est. at 5 concurrent users
7. Name and address for central server location:
Indian River County Main Library
1600 21st Street
Vero Beach, FL 32960
8. Other Locations :
Indian River County Law Library
200016t Avenue, Suite 119
Vero Beach, FL 32960
Gifford Youth Activity Center
4875 43rd Avenue
Vero Beach, FL 32967
North Indian River County Library
1001 Sebastian Boulevard
Sebastian, FL 32958
3/20/07 Indian River County Contract Page 12 of 30
POLARIS
Schedule B
Database Services
1. Data Migration
Number of MARC Records: 326,000
Number of Item Records: 440,000
Number of Patron Records : 80,000
Source: GEAC
Total Cost
Bibliographic and Authority Record Migration / Load - 330,000 records $4,050
Item Record Migration/ Load - 440,000 records $5,400
Patron Record Migration/ Load - 80,000 records $1,800
Circulation Transaction Migration/ Load (includes reserves and patron account $6,300
information)
Total: Data Migration $17,550
For further details, please see page entitled Data Migration - Data Requirements at the end of this
quote.
2. Authority Control Processing:
Project Management and Data Off-Load/ Re-Load Fee: $2,500
Machine processing of LC name, subject, series, and uniform title headings, $16,500
various MARC record update routines, ASCII file of non-matched headings,
standard authority record generation. Estimated 330,000 records Q.05 per
record
Authority Control Training:
Intro to Authority Control - Webinar $500
Authority Control in Polaris - Webinar $500
Total: Authority Control Processing $20,000
Total: Database Services F $37,550
3/20/07 Indian River County Contract Page 13 of 30
POLARIS
Schedule C
Hardware and System Software
Unit Expanded
Cyt Description Price Price
Production Server - Rackmount
Hardware
1 Dell PowerEdge 2900 $7,256 $7,256
Quad Core Intel Xeon 2.33 GHz, 1333MHz CPUs (4MB cache)
8GB 667MHz memory (4x2GB DIMMs)
Rackmount, Dell Rapid Rails
Redundant power supply
No Monitor, No Keyboard, No Mouse
DVD-ROM drive
Floppy drive
RAID controller
Dual Ethernet NIC
DAT72 tape backup (internal)
(2) 36GB 15,000 rpm SCSI hot swap disks (SystemRAID 1)
(2) 36GB 15,000 rpm SCSI hot swap disk (TempRAID 1)
(3) 36GB 15,000 rpm SCSI hot swap disks ()ata-RAID 5)
4 Hour Same Day On-Site Response 24 x 7
Sub-Total - Production Server $7,256
Note: Warranty period is measured from the delivery date of the component.
Backup Media
20 Backup Tapes DAT72 $21 $420
Software
1 Microsoft Windows 2003 Server R2 Enterprise License $512 $512
(P72-01871 )
1 Microsoft Windows 2003 Server Enterprise - Media $26 $26
(P72 -01780)
1 Microsoft SQL 2005 Server per-processor License $2,563 $2,563
(228-03198)
1 Microsoft SQL 2005 Server - Media (228-05236) $26 $26
35 Microsoft Windows 2003 Client Access License (RI8 00210) $8 $280
1 Brightstor ARCServe r11 .5 w/media (BABWBRI150S0004) $562 $562
1 Brightstor ARCServe r11.5 SQL Agent (BABWBRI150SI7cr4) $721 $721
1 WS_F1P Professional 2006 $65 $65
Sub-Total - Production Server Software $4,755
Shipping Charges $150
Sub-Total: Production Server/Software & Shipping $12,581
3/20/07 Indian River County Contract Page 14 of 30
POLARIS
Schedule C
Hardware and System Software - continued
Unit Expanded
Qttv Description Price Price
Test/Training Server - Rackmount
Hardware
1 Dell PowerEdge 860 $2,127 $2,127
Dual Core Intel Xeon 3.0 GHz, 1066MHz CPU (4MB Cache)
2GB memory
Rackmount, Dell Rapid Rails
No Monitor
No Keyboard
No Mouse
DVD-ROM drive
Ethernet NIC
(1) 80G137.2K rpm SATA disk (System/Temp DB)
(1) 160GB 72K rpm SATA disk (Logs/ Database)
3 Year On-Site Next Business Day Warranty
Sub-Total - Test/Training Server $2,127
Note: Warranty period is measured from the delivery date of the component.
Software
1 Microsoft Windows 2003 Server R2 License (P73-01871) $160 $160
1 Microsoft SQL 2005 Server License (228 04471 ) $395 $395
10 Microsoft SQL 2005 Client Access License (359-01927) $360 $360
Sub-Total — Test/Training Server Software $915
Shipping Charges $150
Sub-Total: Test/Training Server/Software + Shipping $3,192
3/20/07 Indian River County Contract Page 15 of 30
POLARIS
Schedule C
Hardware and System Software - continued
Unit Expanded
Qty Description Price Price
POLARIS TELEPHONE NOTIFICATION (4-line system, Rackmount)
1 Dell PowerEdge 860 $1 ,827 $1,827
Dual Core Intel Pentium D 2.8GHz CPU (2x2MB cache)
1GB memory
Rackmount, Dell Rapid Rails
No Keyboard, No Mouse, No Monitor
Ethernet NIC
DVD-ROM
80GB 7.2K rpm SATA disk
4 Hour Same Day OnSite Response 24x7
4 APC ProtectNet Standalone Surge Protector for phone lines $19 $76
1 Dialogic board (4 port) $725 $725
Sub-Total - Phone Notification Server $2,628
Software
1 Microsoft Windows 2003 Server R2 License (P73-01871 ) $160 $160
Sub-Total - Phone Notification Server Software $160
Shipping Charges $150
Sub-Total : Phone Notification Server/Software & Shipping $2,938
Total - Hardware, System Software and Shipping $18,771
3/20/07 Indian River County Contract Page 16 of 30
POLARIS
Schedule D
POLARIS ILS Software Licenses
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 COUNTY.
Total Cost
1 . POLARIS ILS server Software $3500
Includes : POLARIS ILS Database, Z39.50 Server, SMTP for email notification,
Remote Patron Authentication, System Administration, System Reports.
2. Client Software $26,250
Includes: Find Tool, Cataloging, Acquisitions, Serials, Circulation, Z39.50 Client, PowerPAC.
Total Staff Licenses : 35
Unlimited PowerPAC/ Internet access licenses N/ C
3 . Children's interface to PAC (Site License) N/ C
4. Spanish language interface to PAC (Site License) $2,500
5 . Course Reserves $5,000
6 . Phone Notification Software - Outbound/ Inbound 4 lines $12,000
includes 4 Polaris Staff Access licenses @500 each
7. Real-time Automated Authority Control $1,000
8. Federated Searching (for 21 - 200 PAC stations) $7,000
9. OPenURL Checker $1 ,500
10. SimplyReports x 2licenses $5,000
11 . POLARIS ILS Software Materials - N/ C
Complete set of Polaris ILS documentation on CD + one set of User Guides
Total - POLARIS ILS Software Licenses $95,250
* Note: the following connector fees will apply for Federated Searching
- Z39 .50 targets N/ C
- Level I Connector $200 annual fee
- Level 2 Connector $500 annual fee
- Level 3 Connector $800 annual fee
3/20/07 Indian River County Contract Page 17 of 30
POLARIS
Schedule E
Services
1. Implementation Services
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 COUNTY
during the implementation phase of the contract.
• Providing trainers to instruct the Library 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 three-
day session at Polaris Library Systems' headquarters in Syracuse, NY.
Prerequisites: Prior training on Windows 98, 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 $1,000 per trainer per day, not 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 $1,000 a day for each
Polaris staff member, not including expenses.
3/20/07 Indian River County Contract Page 18 of 30
POLARIS
Schedule E
Services - continued
Project Consultation:
2 Days On-Site Project Implementation Visit $2,000
• Policy File Creation, Data Migration, Project Planning
• Implementation Process, Staff Client System Administration
Estimated Travel Expenses (actual expenses will be billed) $1,000
POLARIS ILS Application TraininaConsultation:
7 Days on-site training covering the following subsystems $7,000
(To occur after system installation and initial database load)
Up to ten (10) trainees allowed per session.
• PAC
• Patron Services
• Cataloging
• Acquisitions
• Serials
• Workflow
Estimated Travel Expenses (actual expenses will be billed) $4,000
POLARIS ILS System Administration:
3 Days Syracuse-based training covering the following: $3,000
• POLARIS ILS System Administration Interface (Prerequisite: Windows 2000 Operations)
• POLARIS ILS Database Structure and Reports
• Database Maintenance, User Management, Client Installation
• Basic SQL and Report Authoring
Cost quoted applies to 2 Library staff member at $500 per day
All Library staff travel expenses are the responsibility of the COUNTY.
Sub-Total: Implementation Services $1700
Includes estimated travel expenses (actual expenses will be billed subject to the limitations of F.S. section
112.061, as may be amended from time to time. Travel expenses, if any, shall not be on a direct pay basis
by the COUNTY.
Optional Service
additional days follow-up training/ consultation: to address workflow efficiencies, new functionality,
outstanding questions @1,500 per day inc. expenses.
- Live-Day assistance at $1,500 a day inc. expenses
3/20/07 Indian River County Contract Page 19 of 30
POLARIS
Schedule E
Services - continued
2. Installation
2.1 The installation fee for server Hardware and Software covers the integration, configuration, and
installation of all server Software, the staging of all server Hardware, and the on-site integration of the
server Hardware. Said services will be performed initially at Polaris' offices and subsequently 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 $1,000 a day plus actual expenses. The COUNTY
will be responsible for the physical installation of the servers.
Server and server Software - Installation and On-site Integration:
Production server $750
Test/Training Server $500
Phone Notification Server $500
On-site integration of servers $2,500
Estimated Travel Expenses (actual expenses will be billed) $1,000
Sub-Total: Installation POLARIS ILS servers & server Software $5,250
Includes estimated travel expenses (actual expenses will be billed subject to the limitations of F.S.section
112. 061, as may be amended from time to time. Travel expense, if any, shall not be on a direct pay basis by
the COUNTY.
For servers purchased or provided by the COUNTY, the installation fees are as follows:-
Production server $1,500
- Other servers $750 each
(e.g. Training server, PAC server, Phone Notification server)
3/20/07 Indian River County Contract Page 20 of 30
POLARIS
Schedule E
Services - continued
3. Subscription Service for Enhanced Data Content for PAC
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
the time of subscription renewal. The Library's reported annual circulation is 1,000,000. Based on this figure,
the first-year annual subscription would be set as follows (the Library may de-select elements as required to
the minimum annual rate of $550) :
Component Annual Cost
Table of Contents $440
Fiction Profile Not Selected
Find Similar Titles $380
Series Information $480
Awards $480
Summaries $320
Cover Images $580
First Chapters/ Excerpts $320
Author Notes Not Selected
Criticas Review Not Selected
PW Review Not Selected
LJ Review Not Selected
SLJ Review Not Selected
Choice Review Not Selected
Booklist Review $480
Horn Book Review Not Selected
Kirkus Review Not Selected
Total Annual Subscription Fee $3,480
Annual Subscription Fee will become due on the Operational Date.
3/20/07 Indian River County Contract Page 21 of 30
POLARIS
Schedule E
Services - continued
4. Polaris ZMARC - Cataloging Services Subscription
QtY Description Total Annual Cost
4 Authorit)70n1v Licenses @600 each $2,400
4 Bibfio ra hic Only Licenses @925 each S3,700
5 Audio/ Visual Only Licenses @900 each $4,500
1 Automatic Authority Heading Update Service $100
Total: Polaris ZMARC Annual Subscription Fee $11,600
Annual subscription fee commences on Operational Date.
3/20/07 Indian River County Contract Page 22 of 30
POLARIS
Schedule F
E*vanced Solutions
Booking and Room Reserve
Qt' Description Total Cost
1 E*vents $4,700
1 Roomrese*rve $4,700
Annual Maintenance will bebilled directly by E*vanced Solutions Inc. at the initial rate of 18 % of
the purchase cost.
Total: E*vanced Solutions $9,400
3/20/07 Indian River County Contract Page 23 of 30
POLARIS
Schedule G
Hardware Maintenance
Polaris agrees to provide and the COUNTY agrees to accept service at the installation location(s) in Schedule Afar
the items of Hardware shown below or on attached addenda . Telephone diagnostic service is available during the
following hours : 8 :30am - 8:00pm, Monday through Friday. All hours are Eastern Time.
Line Hardware Annual Type
No. Qty Description Payment Maint
1 .1 1 Dell PowerEdge 2900 $0 . 00 DOS/ SD/ 36
Quad Core Intel Xeon 2.33 GHz, 1333MHz CPU$4MB cache)
8GB memory (4x2GB DIMMs)
Rackmount, Dell Rapid Rails, Redundant power supply
No Monitor, No Keyboard, No Mouse
DVD-ROM drive, Floppy drive
RAID controller, Dual Ethernet NIC
DAT72 tape backup (internal)
(2) 36GB 15,000 rpm SCSI hot swap disks system-RAID 1)
(2) 36GB 15,000 rpm SCSI hot swap disks (SystemRAID 1)
(1) 36GB 15,000 rpm SCSI hot swap disk (TempRAID 0)
(3) 36GB 15,000 rpm SCSI hot swap disks (DataRAID 5)
2.1 1 Dell PowerEdge 860 $0 . 00 DOS/ ND/ 36
Dual Core Intel Xeon 3.0 GHz, 1066MHzCPU (4MB Cache)
2GB memory
Rackmount, Dell Rapid Rails
No Monitor, No Keyboard, No Mouse
DVD-ROM drive, Ethernet NIC
(1) SOGB 7.2K rpm SATA disk (System/Temp DB)
(1) 160GB 7.2K rpm SATA disk (Logs/Database)
3.1 1 Dell PowerEdge 860 $0.00 DOS/SD/36
Dual Core Intel Pentium D 2.8GHz CPU (2x2MB cache)
1GB memory
Rackmount, Dell Rapid Rails
No Keyboard, No Mouse, No Monitor
Ethernet NIC
DVD-ROM
80G13 7.2K rpm SATA disk
3.2 1 Dialogic Board 4 port $0.00 M/ 36
3.3 4 APC ProtectNet Standalone Surge Protector for phone lines $0.00 M/ 10
Type of Maintenance:
DOS/SD/36 = Dell onsite service with three (3) year service warranty commencing on the Delivery Date. Same
Business Day Response 24 x 7
DOS/ ND/ 36 = Dell onsite service with three (3) year service warranty commencing on the Delivery Date, Next
Business Day Response 9 x 5
M/36 = 3 year Manufacturer Warranty, COUNTY pays cost of shipping. No replacement equipment while at repair.
Commencing on the Delivery Date.
M/10 = 10 Year Manufacturer Warranty, COUNTY pays cost of shipping. No replacement equipment while at repair.
Commencing on the Delivery Date.
3/20/07 Indian River County Contract Page 24 of 30
POLARIS
Schedule G
Hardware Maintenance - continued
Dell Maintenance Service Conditions:
- the service technician must receive full access to the unit(s) under coverage and (at no cost to Dell) have working space,
electricity, and a local telephone line. If these requirements are lacking, Dell is not obligated to provide onsite service.
- if the COUNTY'S authorized representative is not at the location when the service technician arrives, the service technician
cannot service the unit(s) under coverage. The service technician will leave a card indicating that he or she was there. If
this occurs, the COUNTY may be charged for a follow-up service call.
- if Dell determines that the defective unit is one that is easily disconnected and reconnected, or if it is determined that the
unit should be replaced as a whole unit, Dell reserves the right to send you a whole replacement unit. If a service
technician delivers the replacement unit to the COUNTY in person, the COUNTY must relinquish the defective unit to the
service technician. If the COUNTY does not relinquish the defective unit to the service technician as requested above, or if
(in the event the defective unit was not delivered in person by a service technician) the defective unit is not returned
within ten (10) days, the COUNTY agrees to pay Dell for the replacement unit upon receipt of invoice. Failure to honor the
invoice within ten (10) days after receipt will cause the cancellation of the service agreement and may result in other legal
steps.
- all parts removed from the unit(s) under coverage become the property of Dell. The COUNTY will be obligated to pay at
the current retail price(s) for any service parts removed from the unit(s) under coverage and retained by the COUNTY.
- the services Dell agrees to provide are repair services which are necessary because of any defect which exists or occurs in
materials or workmanship in the units under maintenance. Preventive maintenance is not included. Installation,
deinstallation, or relocation services and operating supplies are not included. Repairs necessitated by software problems,
or as a result of alteration, adjustment, or repair by anyone other than Dell (or its representatives) are not included. Dell is
not obligated to repair any unit under coverage which has been damaged as a result of (1) accident, misuse, or abuse of the
unit (including, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or
accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than Dell (or
its representatives), (2) an act of God including, but not limited to, lightning, flooding, tornado, earthquake, and
hurricanes, or (3) the moving of the unit under coverage from one geographic location to another or from one entity to
another.
3/20/07 Indian River County Contract Page 25 of 30
POLARIS
Schedule H
Software Maintenance and System Support
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 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.
2. 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 COUNTY 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 COUNTY;
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 $6,300
4.2 POLARIS ILS client Software $9,225
4.3 Children s interface to PAC $630
4.4 Spanish language interface to PAC $500
4.5 Course Reserves $1 ,200
4.6 Phone Notification $2,160
4.7 Real-time Automated Authority Control $250
4.8 Federated Searching $2,000
4.9 OpenURL Checker $270
4.10 SimplyReports $1,125
Total: Annual Software Maintenance and System Support Fee .
Commencing one (1 ) year from the Operational Date $2300
3/20/07 Indian River County Contract Page 26 of 30
POLARIS
Schedule I
Payment Schedule
System Costs Purchase Price
Database Services (Schedule B) $37,550
Hardware and System Software (Schedule C) $18,771
POLARIS ILS Software Licenses (Schedule D) $95,250
Services (Schedule E) $22,250
E*vanced Solutions (Schedule F) $9,400
Sub-Total: System Cost $183,221
Less Discount 15% ($27,483)
Total: System Cost $155,738
1. Payment on Delivery: NO PAYMENT UNTIL SERVICES PERFORMED AND PROPER INVOICE
SUBMITTED
1 .1 Services (Schedule E) $22,250
1 .2 E*vanced Solutions (Schedule F) $9,400
2. Payment for Database Services
2.1 Total Cost (Schedule B) $37,550
Payment for this cost to be made as follows:
upon completion of test load $8,775
upon completion of final load $8,775
upon completion of authority record load $20,000
3. Payment for Hardware and Software
3.1 Sub-Total Costs (Schedule C and D) $114,021
Less Discount ($27,483)
Total Costs $86,538
Payment for these costs to be made as follows :-
85 % upon completion of Hardware/Software installation $73,557.30
15% upon Operational Date $12,980.70
4. Annual Payments to Commence on the Operational Date
4.1 . Subscription Service for Enhanced Data Content for PAC (Schedule E) $3,480
4.2 ZMARC Subscription Service (Schedule E) $11,600
5. Annual Payments to Commence One (1) Year from the Operational Date
5.1 . Software Maintenance and System Support (Schedule H) $23,660
3/20/07 Indian River County Contract Page 27 of 30
POLARIS
Schedule J
Additional Considerations
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.
1 .2 Goods mistakenly ordered by the COUNTY may be returned within 30 days of sale. If the return is in
its original packaging and fit for resale as new, the COUNTY' s account will be credited for the selling
price less a 20 % restocking fee and less any shipping and handling charges. The COUNTY 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 COUNTY
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 COUNTY 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 lOBaseT and 10013aseT 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. 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 COUNTY 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 COUNTY'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 COUNTY in extracting all COUNTY-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 COUNTY, and other assistance necessary for the extraction of data. Such assistance shall be
provided by Polaris at no charge to the COUNTY if termination of this Agreement by the COUNTY
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 COUNTY at its then
current rates for data extraction services, including any actual expenses for travel [travel expenses are
subject to limitation by Florida Statutes section112.061, as may be amended from time to time. Travel
expenses, if any, shall not be on a direct pay basis by the County] to COUNTY. The data shall include all
contents of all files created, maintained, and owned by the COUNTY, 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 COUNTY. 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.
3/20/07 Indian River County Contract Page 28 of 30
POLARIS
Schedule K
Data Migration - Data Requirements
Preparatory Phase
Test Records
o Test record sets reflecting the actual data formats to be converted must be provided to Polaris at least one
month before the beginning of the migration period .
Profiling
o Data mappings will be reviewed and approved by the library-assigned staff prior to completion of the
conversion of the first data set. A final review of the data mappings will occur after the initial data load.
Once the Library and Polaris agree to any final changes to the mappings, they will be approved in writing
by the Library. Final alterations to the first data set and all data mappings for the final process will reflect
these signed instructions.
Data Files to be Migrated
Bibliographic Records
The bibliographic records must adhere to the following standards:
o MARC communications format.
o The data is to be provided via ftp (file transfer protocol), or tape (4mm or 8mm) . The file copy format
must be approved by Polaris prior to beginning the data migration.
o Each bibliographic record must contain a unique record identity and a unique link to the item record file
(if different than the record identity).
Authority Records
The authority records must adhere to the following standards:
o MARC communications format.
o The data is to be provided via ftp (file transfer protocol), or tape (4mm or 8mm) . The file copy format
must be approved by Polaris prior to beginning the data migration,
Item Records
The item records must adhere to the following standards:
o Holdings must be stored in 852 or 9XX tags within the bibliographic record with one tag per unique item.
Data field definitions must be provided by the Library to assist us in identifying the data in the various
subfields.
-OR-
o Holdings must be provided in an ASCII text file with one record per line and a unique delimiter to
separate fields (the delimiter must be a character (or characters) that is not used within the text of the
data); file structure and data field definitions must be provided by Library or thud-party vendor to assist
us in identifying the data in the various columns.
o If the holdings are sent in a separate ASCII text file, the records must contain unique linking IDs that
relate to their respective bibliographic records.
o Data is not to be compressed.
o Unique barcode numbers must be used for each item.
3/20/07 Indian River County Contract Page 29 of 30
POLARIS
Schedule K
Data Migration - Data Requirements - continued
Patron Records
The patron records must adhere to the following standards :
o Data must be provided in an ASCII text file with one record per line and a unique delimiter to separate
fields (the delimiter must be a character (or characters) that is not used within the text of the data); file
structure and data field definitions must be provided by Library or third-party vendor to assist us in
identifying the data in the various columns .
o Data is not to be compressed.
o Unique barcode numbers must be used for each patron record .
Circulation Transactions (including reserves and patron account information)
The circulation transaction records must adhere to the following standards:
o Polaris typically migrates current item and patron status, fines and fees, and bibliographic and/ or item
level holds as a part of this process.
o Data must be provided in an ASCII text file with one record per line and a unique delimiter to separate
fields (the delimiter must be a character (or characters) that is not used within the text of the data); file
structure and data field definitions must be provided by Library or third-party vendor to assist us in
identifying the data in the various columns.
o Data is not to be compressed.
Unique links to bibliographic, patron, and/ or item records (preferably using barcode numbers as the linking
elements between the files).
Final Processing
A final load will occur at an agreed upon period after the first data cut is loaded and approved. Following are the
requirements for final processing:
o The Library is responsible for pulling out a full copy of the data it wishes to have converted during the
final period. Polaris will process the bibliographic, item, authority, patron and transactions records if
they can be identified, extracted, and provided to us for loading/ removing.
o Final processing will use the same profile as for the primary conversion. Any modifications to the profile
after the first load should be carefully and completely discussed with Polaris prior to the final data pull.
o All of the data files must be provided in the format requirements as stated in the individual file type
sections above.
Reports
Reports of counts and exceptions to data mappings will be provided. Customized reports may incur additional
charges depending on the requirements.
3/20/07 Indian River County Contract Page 30 of 30