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HomeMy WebLinkAboutContract 45777PO i See � S f• ♦ ntegrated Library System AGREEMENT FOR VIRTUAL PRIVATE CLOUD SERVICES July 9th, 2014 City of Fort Worth Fort Worth, TX Polaris Library Systems PO BOX 4903 • SYRACUSE, NY 13221-4903 1-800-272-3414 • FAX 1-315-457-5883 • http://www.polarislibrary.com (c: II©4( `(( J!( t:t \. 1l1 -�i`11 (it-tr tin[ Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 1 of 58 POLARIS THIS AGREEMENT, is made between GIS Information Systems, Inc doing business as Polaris Library Systems, a wholly owned subsidiary of PLS Solutions, Inc. a New York corporation, with its piincipal place of business at 103 Commerce Boulevard, Liverpool, New York (herein after referred to as 'Polaris"), and the City of Fort Worth (hereinafter referred to as "CITY"), a home rule municipal corporation situated in Texas, for and on behalf of Fort Worth Library (hereinafter referred to as "LIBRARY") Hach entity may be individually referred to as "PARTY" and collectively as "PARTIES." WITNESSETH: WHEREAS, Polaris has developed a computerized integrated library system (hereinafter referred to as "Polaris ILS' R) consisting of hardware, software and related services, and offers said system in a virtual private cloud environment, and the CITY intends to purchase such related services and to license such software in said environment and to share such services with the LIBRARY's collaborating libraries in an arrangement referred to as MetrOPAC. NOW, THEREFORE the parties mutually agree as follows: 1. Definitions 1.0 "Acceptance Date" shall be the first day of the month following the mutual declaration in writing by Polaris and the CITY, as established by the Acceptance Date Notification Document in Schedule M, that the use of the Polaris ILS as purchased under this Agreement has been accepted by the CITY following successful completion of all Acceptance Tests. Warranty on software, on -going subscription service costs and On -Going Virtual Private Cloud Services costs are measured from this date. 1.1 "Acceptance Tests" shall mean the tests set forth under Schedule G herein, and shall comprise tests of Software Functionality and Database Load. 1.2 "Dedicated Virtual Cloud Services" shall mean the LIBRARY's own private physical server, operating within Polaris's virtual private cloud environment. The Polaris version and build are not contingent on any other customers. 1.3 "Implementation Plan" shall refer to the implementation details set forth in this Agreement under Schedule H herein. Written approval of Polaris and the Library Director shall be required for changes to the Implementation Plan following initial approval, and such changes will be incorporated herein 1.4 "LIBRARY Equipment" shall refer to the hardware and software, including, but not limited to, those components that enable access to the Internet, which the CITY is required to have in order to use and enable the Polaris ILS Software and the On -Going Virtual Private Cloud Services to be provided in accordance with this Agreement, and which may be provided independently by the CITY or which may be purchased by the CITY as part of this Agreement. 1.5 "Live Date" is defined as the day on which the LIBRARY uses the System in a live, production mode for normal daily business, including searching the public access catalog and circulating materials, as established by the Live Date Notification Document in Schedule M. 1.6 "MetrOPAC ' is a consortium of libraries in Tarrant County, Texas, whose members receive automated library system services from the LIBRARY. Members share the integrated library Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 2 of 58 POLARIS system database, provide reciprocal borrowing services for their residents, and negotiate cooperative library material purchasing and licensing agreements. 1.7 "Network" shall refer to all communications hardware and software under the control and ownership of Polaris, and which may be modified, added to, or replaced during the term of this Agreement provided that the performance thereof is not thereby caused to degrade. For purposes of Schedule 0, the term "network" shall refer to the CITY's network. 1.8 "On -Going Virtual Private Cloud Services", also referred to as "VPC", shall refer to the on- going services listed and set forth under Schedule B herein and which may be modified, added to, or replaced during the term of this Agreement upon mutual written consent of both PARTIES. 1.9 "One -Time Services" shall refer to the one-time services listed and set forth under Schedule B herein and which may be modified, added to, or replaced during the term of this Agreement upon mutual written consent of both PARTIES. 1.10 "Operational Date" is defined as the day on which On -Going Virtual Private Cloud Services are made available to the Library for viewing, testing, training, etc. 1.11 "Polaris ILS Hardware" shall refer to the hardware under the control and ownership of Polaris which is used to provide the Polaris ILS Software and the On -Going Virtual Private Cloud Services; and which hardware may be modified, added to, or replaced during the tetini of this Agreement provided that the performance thereof is not thereby caused to degrade. 1.12 "Polaris ILS Software" or `Polaris Software" shall refer to all virtual private cloud and client applications proprietary to Polaris and provided by Polaris under license to the CITY under this Agreement 1.13 "Polaris ILS Software Materials" shall refer to 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 Polaris ILS Software to which those materials relate. 1.14 "Production System' refers to the hardware environment which houses the Polaris ILS applications and LIBRARY database that is used for real-time operations of the LIBRARY's daily business. 1.15 "Software Maintenance" refers to the Polaris support services for Polaris ILS Software and On - Going Virtual Private Cloud Services, the parameters of which are outlined under Article 13 herein 1.16 "System" shall refer to the Polaris ILS Hardware, Polaris ILS Software and Network as the same operate together in the provision of the On -Going Virtual Private Cloud Services. 1.17 "Test & Training System" refers to the hardware environment which houses a secondary version of the LIBRARY's database that may be used for testing/training purposes. 1.18 "Third party" shall refer to any individual or entity other than the PARTIES to this Agreement Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 3 of 58 POLARIS that provides a product or service that interfaces with the Polaris ILS that the CITY purchases or licenses directly. 1.19 "Third Party Software" means the object code of the software, including Software Materials and updates, that is owned by an entity other than Polaris and which is sublicensed by Polaris to the CITY pursuant to the conditions of this Agreement. 1.20 "Virtual private cloud" as used in this Agreement is defined as the environment in which the ILS application(s) and LIBRARY database are stored and which may be accessed by the LIBRARY via the Internet. 1.21 "VPN" is defined as the site -to -site network that provides an Internet -based wide area network for securely connecting the LIBRARY to the On -Going Virtual Private Cloud Services. 1.22 "Workstation" or "PC Workstation" is defined as a single -user computer linked to a Server via a network. ,a . h1uiurTr ishhlhw of Deliverables Based on the statistics in Schedule A, which the LIBRARY agrees are reasonably correct as of the date of this Agreement, Polaris will provide products and services as detailed in the following Schedules at the fees indicated in Schedules D and D.1: Schedule A: Schedule B: Schedule C: Schedule D: Schedule D.1 Schedule E: Schedule E.1 Schedule F: Schedule F.1 Schedule F.2 Schedule G: Schedule H: Schedule I: Schedule J: Schedule K: Schedule L: Schedule M: Schedule N: Schedule 0: • Library Statistics Virtual Private Cloud Services Polaris ILS Software Cost Summary for Implementation Phase and Year 1 of Initial Term Payment Schedule Integration with Third Party Vendors Authority Control, RDA, FRBR, and Lexile/Accelerated Reader Processing Virtual Private Cloud Environment PC Workstation Requirements and Remote Desktop Services Failover/Disaster Recovery Acceptance Tests Implementation Plan Development Costs for Adding New Libraries Clarifications and Understandings Verification of Signature Authority Notification Documents Optional Products and Services CITY's Network Access Agreement 30 Installation Schedule 3.1 Pursuant to Schedule H, Implementation Plan, the LIBRARY and Polaris have agreed to an Operational Date on which the virtual private cloud environment will be made available to the LIBRARY for training purposes. The parties to this Agreement agree to make their best efforts to establish the Live Date as specified by Schedule H. The parties agree that (1) the Year 1 products and services will be delivered pursuant to the Implementation Plan during the Implementation Phase, and Executimn Copy 7/9/14 City/ of FWorth VPC Services Agreement Page 4 of 58 POLARIS I. !?. t (2) the Implementation Plan will reflect the best efforts of both parties to complete all deliveries according to Schedule H during the Implementation Phase. Upon successful completion of the Acceptance Tests, both parties shall mutually establish an Acceptance Date, pursuant to Article 1.0 herein. 4. Term and Terminatio 4.1 This Agreement includes both an Implementation Phase and an Initial Term. The Implementation Phase ("Implementation Phase") of this Agreement is effective upon final signature and continues until the Acceptance Date. The Initial Term ("Initial Term") of this Agreement shall commence on the Acceptance Date and be for five (5) years, which includes a one year warranty period and annual maintenance. This Agreement may then be renewed annually at the CITY' s sole discretion unless the CITY notifies Polaris of its intention not to renew at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term ("Renewal 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 or contest such breach, or, if the alleged breach is not contested and 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 Polaris may not have right to terminate this Agreement or cease On -Going Virtual Private Cloud Services without allowing CITY adequate time to establish another system or arrangement to replace On -Going Virtual Private Cloud Services. 4.4 In the event Polaris becomes insolvent or voluntarily or involuntarily bank rapt or a receiver, assignee or other liquidating officer is appointed for all or substantially all of the business of either party, or if Polaris makes an assignment for the benefit of creditors, then the CITY, at its option, may immediately notify Polaris of its intent to terminate this Agreement, and will be allowed adequate time to establish another system or arrangement to replace On -Going Virtual Private Could Services. 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. 4.5 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 One -Time Services and On -Going Virtual Private Cloud Services satisfactorily received prior to the date of suspension or termination. If this Agreement is terminated, any pre -paid Software Maintenance and On -Going Virtual Private Cloud Services fees shall be refunded to the CITY to the date of termination on a pro -rated basis. If this Agreement is mutually reinstated, then the CITY shall reassume its payment obligations. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 5 of 58 POLARIS 5. Return or Destruction of Licensed Software If this Agreement is terminated by either PARTY, whether for cause or convenience, and the right to continued use of the Polaris ILS Software and Software Materials under the conditions set forth herein is withdrawn then all Polaris ILS 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 the LIBRARY's beginning operation with a system or arrangement to replace Virtual Private Cloud Services, 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 Polaris ILS 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 Costs for the Implementation Phase and the first year of the Initial Term of this Agreement are enumerated in Schedule D herein. Unless specified elsewhere in this Agreement, unit costs for Polaris Software and One -Time Services and On -Going Virtual Private Cloud Services will be held at the quoted rate(s) until the expiration of the Initial Term of this Agreement, and thereafter any increases shall be made no more frequently than annually on the renewal date of this Agreement and equal to or less than CPI of 4%, whichever is lower, of the preceding year. Following the Initial Term of this Agreement, and upon receipt of notification of any such change in the annual fees, the CITY may, with ninety (90) days prior written notice, terminate this Agreement upon the effective date of such increase. Otherwise the new fee will become effective upon the date specified in the notice. Costs for additional Third Party software, hardware and services are subject to change and will be quoted at the then current rate. 6.2 Payment for deliverables during the Implementation Phase and the Initial Term shall be made according to the terms set forth under Schedules D and D.1 herein. After the Initial Term, Polaris shall invoice CITY for additional renewal options, and invoices shall be paid by CITY within thirty (30) days of receipt. Polaris shall not perform any additional services for the CITY not specified by this Agreement unless the CITY requests and approves in writing the additional costs for such services through an amendment to this Agreement. The CITY shall not be liable for any additional expenses of Polaris not specified by this Agreement unless the CITY first executes an amendment to this Agreement. 6.3 Payment in full on all invoices is due according to the terms of this Agreement as specified in Schedule D.1 or within 30 days of the invoice date, whichever date is later. Within twenty (20) days of receipt of the invoice, the CITY may provide 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 the PARTIES may proceed pursuant to Article 45 herein 6.4 Annual maintenance fees will commence one (1) year from the Acceptance Date. For the Initial Term of this Agreement, annual fees will be charged at the rates listed under Schedule D 1 herein. Annual costs may be subject to change based on revisions to products and services from those delineated in Schedule C. 6.5 Polaris reserves the right to offer new goods and/or services at any time during the Initial Term or any Renewal Term of this Agreement. Where such goods and/or services involve a one-time and/or Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 6 of 58 POLARIS an ongoing fee, Polaris shall provide the CITY with ninety (90) days written notice of any such offer. 6.6 For Polaris Software purchased during the Implementation Phase of this Agreement: payment for such Polaris Software will be as specified in Schedule D.1; and a one year warranty will be provided commencing on the Acceptance Date. 6.7 For Polaris Software purchased after the Acceptance Date: payment for such Polaris Software will be invoiced no later than thirty (30) days from the date of installation on the Production System a one year warranty will be provided commencing on the date of the software's installation on the Production System 70 lt Amuses 7.1 Polaris hereby grants to the CITY a nontransferable, nonexclusive, and nonsublicenseable license during the term of this Agreement to use the Polaris ILS Software, the Polaris ILS Software Materials, and any ancillary software, solely in conjunction with the On -Going Virtual Private Cloud Services as defined in this Agreement, including uses by the MetrOPACs. It is declared that the CITY shall have no right to use the same for any other purpose or at any other time. Polaris hereby grants such license for the CITY to use the Polaris ILS Software, the Polaris ILS Software Materials, and any ancillary software on CITY -provided onpremise servers or third party provided servers if the CITY stops using On -Going Virtual Private Cloud Services. 7.2 No title to or ownership of the Polaris ILS Software or Polaris ILS Software Materials is transferred to the CITY, and they remain the proprietary property of the owning entity. 7.3 All licensed Polaris ILS Software and Polaris ILS Software Materials contain Polaris proprietary information, use of which is limited by the licenses granted in this Agreement. Except as specified under article 7.5 herein, the CITY shall not allow the Polaris ILS Software or any portion thereof, to be reverse compiled, disassembled, or in any way altered. The CITY shall not modify any licensed Polaris ILS Software in machine=readable form nor merge such Polaris ILS Software with other software programs. The CITY will not disclose or otherwise make available, except as required by law, any licensed Polaris ILS Software Materials in any form to any Third Party except to the CITY's employees, or to agents directly concerned with licensed use of said materials. The CITY may customize Software Materials and online help files, but Polaris disclaims any responsibility for the maintenance of such LIBRARY -customized versions of Software Materials. 7.4 As provided by Article 4 of this Agreement, Polaris may terminate this Agreement and all proprietary licenses granted hereunder and require return of the Polaris ILS Software Materials upon written notice to the CITY if the CITY fails to comply with these terms and conditions. 7.5 The LIBRARY acknowledges that the Application Programming Interface (API) allows access to a limited set of Polaris database functions and data resources and will make its best efforts to use the API for the intended purposes of allowing externally developed applications to run against the Polaris ILS database. 8. The It,II M.pl sARI/9s Responsibilities 8.1 The CITY acknowledges the PC Workstation requirements set forth under Schedule F.1 herein, and will assume responsibility for purchasing, installing, configuring and maintaining all other hardware Execution Coyly 'z//9/M.4!, Oozy of Fort IN rth VPC Services Mgr/seen/lent Page e 7 of © POLARIS components necessary, including but not limited to: • Firewall, • anti -virus software, • LIBRARY -specific network components, cabling and connectivity including routers, switches, firewalls, cabling and telephone lines, • PC Workstations hardware and software, and maintenance including O/S software, software installation & updates and anti -virus, • Scanners and maintenance, • Printers (e.g. Page, Label and Receipt Printers) and maintenance, • Other workstation peripherals, • Uninterruptible Power Supplies, • Polaris add -on servers and third -party servers and equipment, The CITY will also assume responsibility for determining, in consultation with Polaris, the viability of existing LIBRARY Equipment in conjunction with the System. Such consultation that Polaris may provide will be limited to commercially reasonable efforts. 8.2 The CITY's Library Director shall designate no more than four (4) key personnel to act as Polaris's sole point(s) of contact with the CITY following execution of this Agreement. One of these key personnel will be designated the Polaris System Administrator. CITY may modify the personnel by sending written notice to Polaris. 8.3 The CITY and each MetrOPAC is responsible for providing and maintaining Internet connections at each library location using Virtual Private Cloud Services with sufficient bandwidth as specified in Schedule F for reliable operation and support. This access must be sufficient, in Polaris's sole opinion, to satisfy any on -going warranties set forth under this Agreement Failure by the CITY and each MetrOPAC to provide access via the Internet may result in unresolved performance issues and may void Polaris's obligations with respect to on -going warranties. 8.4 During the Implementation Phase, the CITY will provide Polaris with reliable remote access via Remote Desktop to a staff workstation on the CITY's current system to facilitate the extraction of the LIBRARY's data, pursuant to the services provided under Schedule C herein. Polaris shall execute the CITY's Network Access Agreement included as Schedule O. Any of Polaris's subcontractors who require access to the CITY's network shall also execute the CITY's Network Access Agreement similar to Schedule 0 prior to accessing the CITY's system. 8.5 The CITY will accept responsibility for the data concerning the LIBRARY'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 LIBRARY and data required for effective functioning of the Polaris Software. Polaris disclaims all responsibility for the use or function of the Polaris Software, or for the results obtained therefrom. 8.6 The CITY, through the LIBRARY'S Polaris System Administrator, will accept responsibility for the following administrative functions: • Manage Polaris ILS configuration changes • Perform Polaris ILS system administration tasks as required • Update system policy tables on an as -needed basis (such as dates closed, loan periods, patron and fine codes) • Reports & notices Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 8 of 58 POLARIS • Active Directory use and Polaris user management • Local workstation & peripheral hardware maintenance including O/S software, software installation & updates and anti -virus • Network connectivity • Costs associated with optional Polaris ILS upgrade training • Cost of custom reports and SQL queries • Anything not explicitly defined herein as a Polaris responsibility 8.7 Pursuant to Article 8.1, the CITY will accept responsibility for the installation, performance and maintenance of all third party hardware/software components on the Polaris ILS that are not supplied by Polaris under this Agreement. Polaris may provide consultation Services or diagnostic support relating to the LIBRARY's use of such third party hardware and software, and shall reserve the right to charge, at the rate of $200 per hour with a minimum $400 charge, so long as such charge is authorized in advance by the CITY and the CITY has issued a purchase order for the services. In the process of trouble -shooting a reported issue, Polaris in its sole discretion may require the LIBRARY to remove any third -party hardware/software utilized by the LIBRARY that is non mission -critical and to replicate the reported issue in that environment 9. Site Preparation It is understood and agreed that the One -Time Services fees do not include any costs with regard to the preparation of the LIBRARY site or the installation of LIBRARY Equipment The CITY shall, at its own expense, prepare the site to house the LIBRARY Equipment, and shall provide suitable electric service for operation of said LIBRARY Equipment 10. Privacy of Data Polaris agrees that it shall treat all patron data or details such as names, addresses, circulation history, etc., as confidential and shall not use, disclose, or transmit these data or details for any purpose other than providing requested service to the LIBRARY. Polaris further agrees not to transmit LIBRARY data to any third party without the prior written approval of the CITY, and agrees to notify the CITY immediately if required by court order to disclose such data or details. 11. Protection and Security 11.1 The CITY will take appropriate action by instruction, Agreement or otherwise, with any persons permitted access to licensed Polaris ILS Software and Polaris ILS Software Materials so as to enable the CITY to satisfy its obligations under Article 7 herein. 11.2 All licensed Polaris ILS 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 Polaris ILS 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 Polaris ILS Software Materials. 12. Warranty 12.1 Polaris warrants that Polaris has the right to license the Polaris Software and Third Party software listed in Schedule D, Polaris ILS Software Licenses hereunder. Polaris further warrants that the Polaris Software will perform substantially in accordance with Polaris ILS Software Materials and with the documents set forth under Article 22 herein. Pursuant to, but not limited by, Paragraph 12.2 herein, Polaris does not warrant that the operation Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 9 of 58 POLARIS of the Polaris ILS program will be uninterrupted or error -free or that all program defects will be corrected. Polaris will design, code, check out, document and deliver promptly any amendments or alterations to the Polaiis Software that may be required to correct errors present at the time of delivery of the Polaris ILS or in future system upgrades, and which significantly affect performance. Polaris agrees to correct all reproducible material errors in the licensed Polaris Software and discrepancies between the Polaris ILS Software Materials and the actual software performance, or develop an alternative solution that is acceptable to the CITY, contingent upon the CITY advising Polaris of such errors within one (1) year from the Live Date and thereafter when Software Maintenance is in effect. Polaris disclaims any responsibility for the use or function of the licensed Polaris Software beyond the parameters set forth in the Polaris ILS Software Materials. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Polaris does not warrant that the licensed Polaris Software or any equipment, system or network on which the licensed Polaris Software is used will be free of vulnerability to intrusion or attack. Polaris warrants that it will maintain up-to-date anti -virus and anti -intrusion measures to protect the CITY' s Ongoing Virtual Dedicated Cloud hosted system from such attacks, as described in Schedule F. In the event that any portion of the system must be repaired or replaced due to defects in materials, and provided that the CITY is current with its payments to Polaris, Polaris shall pay all costs of repair or replacement, including all transportation or shipping costs. 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 Polaris warrants that the CITY shall acquire good and clear title to any hardware purchased hereunder this Agreement free and clear of all liens, claims, or encumbrances from a Third Party. Title to the hardware shall pass from Polaris to the CITY upon receipt of the hardware by the CITY. Polaris will insure the hardware until inside delivery to the CITY. Polaris shall maintain a security interest in the hardware that will be discharged when 100% of all payments against the hardware are made. Hardware purchased under this Agreement will be newly manufactured, unless otherwise agreed to in writing by both PARTIES 12.3 Polaris disclaims any responsibility for correcting any inability by the LIBRARY to connect to the Polaris ILS Software as a result of the failure or mis-configuration of the LIBRARY Equipment. Polaris may provide consultation services or assistance relating to the failure or mis-configuration of LIBRARY Equipment, and reserves the right to charge for said services or assistance at the rate of $200 per hour with a minimum $400 charge so long as such charge is authorized in advance by the CITY and the CITY has issued a purchase order for the services. 12.4 Polaris reserves the right, at Polaris's sole discretion and expense, to change the hardware platform for the On -Going Virtual Private Cloud Services, provided that such new hardware platform provides equal or better performance. Polaris will provide the CITY with 30-days written notice of any such change and will conduct such change on a mutually -agreed upon schedule. 12.5 Polaris represents and warrants that: It is familiar with the LIBRARY and its current operations and systems; Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 10 of 58 POLARIS It is familiar with and satisfied as to all local conditions which may affect cost and/or performance of Polaris's system; All work will be performed in accordance with the standard of care applicable to comparable technological systems and services in the Fort Worth Metropolitan area. 12.6 Polaris acknowledges that the CITY's financial commitment in purchasing and maintaining the system is substantial and that the CITY enters into the Agreement expecting that Polaris will remain in business in the foreseeable future to service and maintain the system and fulfill Polaris's obligations. Accordingly, Polaris represents and warrants that it: Has not received any notice or claim from any other party that any portion of the system is being used contrary to or in violation of another party's patent, copyright, trademark, trade secret, license, or other intellectual property interest Is not now negotiating for the sale or transfer of its business or assets to another entity or company; Has no knowledge or information that, in the foreseeable future, its ability to fulfill its obligations and commitments to the CITY will be hindered or jeopardized; and Will, pursuant to Polaris s Response to the CITY's Best and Final Offer, continue to support and develop the proposed Polaris system for at least 8 years from Acceptance. 12.7 Polaris hereby warrants to the CITY that Polaris has made full disclosure in writing of any existing or potential conflicts of interest related to Polaris's services under this Agreement In the event that any conflicts of interest arise after the effective date of this Agreement, Polaris hereby agrees immediately to make full disclosure to the CITY in writing. 12.8 Polaris hereby warrants that the average response time expected at the server for the majority of transaction types and under average load conditions will be less than two (2) seconds. Polaris is unable to warrant response times and/or performance over the Internet nor over the LIBRARY' s local -area and wide -area network. 13. Sunnort Services 13.1 Support Services constitute software maintenance of Polaris ILS Software and On -Going Virtual Private Cloud Services — as defined under Schedule B herein 13.2 Polaris ILS Software update releases will be made available periodically. Polaris shall have full discretion as to the timing and content of Polaris ILS Software update releases during the term of this Agreement Failure to release Polaris ILS Software updates during any specific term does not constitute default on the part of Polaris because of the continuation of the provision of Software Maintenance and On -Going Virtual Private Cloud 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 mutually agree upon a schedule for implementing Polaris Software updates. For any agreed -upon schedule outside of Polaris s regular business hours, Polaris reserves the right to charge at the rate quoted under Schedule N herein. Polaris will assume responsibility for Polaris Software updates to the server(s) The LIBRARY will assume responsibility for Polaris Software updates to the PC workstations. At all times, the LIBRARY must be on a version of the Polaris ILS that is either one of the last two (2) versions or that was released within the last two (2) years, whichever provides for the older release, of the then current general release version to insure Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 11 of 58 POLARIS proper program performance and continued support. Failure by the LIBRARY to install Polaris Software updates on PC Workstations within the agreed time frame may result in the termination of Software Maintenance or in the increase of Software Maintenance fees where appropriate. 13.4 Polaris reserves the right to charge at $200 per hour with a minimum $400 charge for any addi- tional effort that results from providing services for a licensed program altered by the LIBRARY, or for support made necessary by the failure of the LIBRARY to maintain system and network security in accordance with industry best practices. Any such charge must first be approved in writing by the CITY, which will issue a purchase order when appraised of the final cost. 13.5 Polaris Customer Support is available by telephone, email and web. Telephone service is available Monday through Friday from 8:30AM to 8:OOPM EST, excluding Polaris company holidays. From 8:30AM to 5:OOPM EST customers will be able to call Customer Support and reach their Site Manager. From 5 OOPM to 8:OOPM EST customers will either reach a Site Manager or a Support Engineer working at Polaris headquarters that evening. After 8:OOPM EST customers needing emergency support to correct `system down" problems that impact critical functionality will be transferred to an Answering Service and will be referred to the designated Customer Support representatives on -call evenings, weekends, and holidays to provide 24x7 emergency support. Non -emergency issues will be addressed by Customer Support during normal business hours. 13.6 In the course of providing product and technical support, Polaris will provide the LIBRARY with assistance determining the root cause of any problem arising within the Third Party hardware and/or software components provided by Polaris under this Agreement In the event that the root cause is found to arise within Third Party hardware and/or software provided by Polaris under this Agreement, Polaris will provide reasonable assistance in facilitating access to Third Party vendors for purposes of problem resolution. 13.7 Support for any Third Party product purchased by the CITY under this Agreement will be provided directly by the Third Party vendor of said product. Polaris will provide such consulting services as are required to resolve any Polaris ILS issues as they pertain to the interface with the Third Party product. Polaris will provide reasonable assistance in facilitating access to Third Party vendors for purposes of problem resolution. The Third Party vendor will provide such support terms and conditions as are available at the time at which the Third Party product is purchased by the CITY. 14. Patent and Copyright 14.1 Polaris agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the CITY for infringement of any patent, copyright, trade secret, or similar property right arising from CITY's use of the software and/or documentation in accordance with this Agreement. Polaris shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and CITY agrees to cooperate with it in doing so. CITY agrees to give Polaris timely written notice of any such claim or action, with copies of all papers CITY may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Polaris shall, at its own expense and as CITY's sole remedy, either (a) procure for CITY the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect CITY's authorized use of the software and/or documentation; or (c) replace the software Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 12 of 58 POLARIS and/or documentation with equally suitable, compatible, and functionally equivalent non - infringing software and/or documentation at no additional charge to CITY; or (d) if none of the foregoing alternatives is reasonably available to Polaris, terminate this Agreement and refund to CITY the payments actually made to Polaris under this Agreement. 14.2 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 Polaris ILS Software that has been altered by the CITY without Polaris's express permission and in direct breach of Article 7.3 herein 14.3 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 any way 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 Article. 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's maximum aggregate liability, whether for breach of contract, breach of warranty or in tort, for any and all property loss, property damage and/or personal injury, including death, to any and all persons, of any kind or character, to the extent caused by the negligent act(s) or omissions, malfeasance or intentional misconduct of Polaris, its officers, agents, servants or employees, will be limited to a maximum of one million dollars ($1,000,000). 15.3 This limitation of liability will not apply to Article 14 herein 15.4 IN NO EVENT WILL POLARIS BE LIABLE FOR ANY DAMAGES ARISING FROM THE MIS -USE OR MODIFICATION OF THE SYSTEM BY THE LIBRARY, OR FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES ASSOCIATED WITH THE MIS -USE OR MODIFICATION, 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 If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute 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. 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 law for any legal disputes arising out of this Agreement shall be the law of the State of Texas. Any claims, disputes, or liabilities of the parties or other matters between Polaris and the CITY shall be resolved in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 13 of 58 POLARIS Worth Division in accordance with Texas State law Polaris and the CITY are not precluded, of course, from consenting to mediation or arbitration The liability of Polaris and the CITY and any concomitant damages shall be determined in such amount and to such extent as is commensurate with their conduct as provided by Texas State law. The prevailing PARTY 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. Polaris and the CITY shall pay all reasonable attorney's fees, expert witness fees and costs incurred by the other in enforcing the terms and provisions of the Agreement and in defending any proceeding to which either Polaris or the CITY are made parties as a result of the wrongful acts or omissions of the other party The parties intend that only the prevailing PARTY is entitled to fees and costs. 19. Saving Clause Typographical errors are subject to correction. 20. Assignments The CITY agrees that no sub -licensing, or assignment of its rights or interest, nor delegation of its duties under this Agreement shall be made or become effective without the prior written consent of Polaris. Polaris agrees that no sub-hcensing, or assignment of its rights or interest, nor delegation of its duties under this Agreement shall be made or become effective without the prior written consent of the CITY. Any attempted subhcensing, assignment or delegation without prior written consent shall be wholly void and ineffective for all purposes. 21. 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. 22. Whole Agreement The following Schedules are attached to this Agreement and intended to be a part of this Agreement as if copied in full: Schedule A: Schedule B: Schedule C: Schedule D: Schedule D.1: Schedule E• Schedule E 1 • Schedule F: Schedule F.1: Schedule F.2: Schedule G: Schedule H: Schedule I: Schedule J: Schedule K: Schedule L. Schedule M: Schedule N: Library Statistics Virtual Private Cloud Services Polaris ILS Software Cost Summary for Implementation Phase and Year 1 of Initial Term Payment Schedule Integration with Third Party Vendors Authority Control, RDA, FRBR, and Lexile/Accelerated Reader Processing Virtual Private Cloud Environment PC Workstation Requirements and Remote Desktop Services Failover/Disaster Recovery Acceptance Tests Implementation Plan Development Costs for Adding New Libraries Clarifications and Understandings Verification of Signature Authority Notification Documents Optional Products and Services Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 14 of 58 POLARIS Schedule 0: CITY's Network Access Agreement This Agreement and the attached Schedules 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 or 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 including the attached Schedules; 2. Polaris Response to Request for Best and Final Offer for Request For Proposals No. 14-0033 dated April 8, 2014; 3. CITY request for Best and Final Offer, dated March 21, 2014; 4. Polaris Response to Fort Worth Public Library Request For Proposals No. 14-0033, dated January 23 2014; 5. Addendum No 1 to the Request for Proposals No. 14-0033 Next -Generation Integrated Library System and Related Systems and Services Date Issued January 13, 2014; and 6. CITY Request for Proposals No. 14-0033 Next -Generation Integrated Library System and Related Systems and Services, Date Issued December 23, 2013. 23. Force Maieure The CITY and Polaris shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force maj eure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 24. Indemnification POLARIS HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO POLARIS'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF POLARIS, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 25. Amendments Amendments and modifications to all, or any part, of this Agreement and to the Schedules A though 0 and referenced attachments, may be made, and shall be binding, only if in writing and signed by duly authorized representatives of both PARTIES 26. Proprietary Information 26.1 The PARTIES to this Agreement understand and agree that in the performance of work or services under this Agreement, or in contemplation thereof, either PARTY may have access to private or confidential information which may be owned or controlled by the other party, and that such Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 15 of 58 POLARIS information may contain proprietary details, disclosures, or sensitive information which disclosure to, or use by, a Third Party will be damaging or illegal. Both PARTIES agree that all information, disclosed by one PARTY to the other, which is in written form and which is marked confidential, shall be held in confidence and used only in perfoiniance of services under this Agreement or released by CITY in accordance with the Texas Public Information Act, Texas Government Code Chapter 552, as amended, or as required by other state or federal law Both PARTIES shall exercise the same standard of care to protect such information as is used to protect their own proprietary data. 26.2 Polaris shall store and maintain CITY Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt CITY Information in any way. Polaris shall notify the CITY immediately if the security or integrity of any CITY information has been compromised or is believed to have been compromised, in which event, Polaris shall, in good faith, use all commercially reasonable efforts to cooperate with the CITY in identifying what information has been accessed by unauthorized means and shall fully cooperate with the CITY to protect such information from further unauthorized disclosure. 26.3 Any requirement under Federal or Texas law that requires either PARTY to release proprietary information contrary to this Article does not constitute a breach of this Article of the Agreement. 27. Ownership of Data Polaris acknowledges the CITY's and MetrOPACs' ownership of the various databases installed upon the System and hosted in the On -Going Virtual Private Cloud Services. Polaris agrees to assist the CITY and MetrOPACs in extracting all CITY -owned and MetrOPAC-owned data from the System and On -Going Virtual Private Cloud Services upon request by the CITY or MetrOPAC agencies. Such assistance shall be completed by Polaris in advance of termination of this Agreement by either party, in advance of the conclusion of the Agreement term, and no later than thirty (30) days after notification from CITY or MetrOPAC agencies. Such assistance shall include Polaris's personnel time 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 MetrOPAC agencies, and other assistance necessary for the extraction of data. Such assistance shall be provided by Polaris at no charge to the CITY or MetrOPAC agencies if termination of this Agreement by the CITY comes as a 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 or MetrOPAC agencies at its then current rates for data extraction services, including any actual expenses for travel to CITY or MetrOPAC agencies. 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. 28. Returned Goods Authorization. 28.1 Goods mistakenly configured or shipped by Polaris will be picked up at Polaris's expense and a full credit will be applied to the CITY s account for use towards future goods or services. In order to assure the timely handling of the return, a Returned Materials Authorization ("RMA") number must accompany all returns. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 16 of 58 POLARIS 28.2 Goods mistakenly ordered by the CITY may be returned within 30 days of sale and a credit will be applied to the CITY's account for use towards future goods and services If the return is in its original packaging and fit for resale as new, the CITY' s account will be refunded for the selling price less a 20% restocking fee and less any shipping and handling charges. The CITY must obtain a RMA 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 RMA, 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, subscription services, barcode labels and all custom goods, including but not limited to computer hardware and peripherals, are not returnable. 28.3 Services will be provided as defined in this Agreement. If, during the implementation process, the CITY determines that it no longer desires a specific service, it must notify Polaris in writing prior to its Live Date. Polaris will evaluate the situation, and if appropriate, provide a credit on account for use towards future Polaris software or services. 28.4 All credits will be valid for 180 days from the time of RMA approval, or if an RMA is not provided, 180 days from the Live Date. 28.5 Any returns outside of these guidelines will, at best, result in a credit. Please note that pursuant to articles 28.2 and 28.3 above, there may be situations where a contracted product or service cannot be declined or returned. 29. Polaris User Group Membership Polaris will pay the CITY's first year annual membership fee to the Polaris Users Group (PUG) Thereafter the CITY, at its sole discretion, may elect to continue membership and will assume full responsibility for the payment of the annual fee directly to PUG, which is an independent organization 30. Non -Appropriation of Funds In the event no funds or insufficient funds are appropriated by the CITY in any fiscal period for any payments due hereunder, CITY will notify Polaris of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the CITY of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 31. Right to Audit P olaris agrees that the CITY shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three (3) years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Agreement at no additional cost to the CITY. Polaris agrees that the CITY shall have access during normal working hours to all necessary P olaris facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Article. The CITY shall give Polaris reasonable advance notice of intended audits. P olaris further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three (3) years have Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 17 of 58 POLARIS access to and the right to examine at reasonable times any directly pertinent books, documents papers and records of such subcontractor involving transactions related to the subcontract, and further that CITY shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. CITY shall give subcontractor reasonable notice of intended audits. 33. Indepnendent Contractor It is expressly understood and agreed that Polaris shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of the CITY Subject to and in accordance with the conditions and provisions of this Agreement, Polaris shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Polaris acknowledges that the doctrine of respondeat superior shall not apply as between the CITY, its officers, agents, servants and employees, and Polaris, its officers, agents, employees, servants, contractors and subcontractors. Polaris further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between CITY and Polaris. It is further understood that the CITY shall in no way be considered a Co -employer or a Joint -employer of Polaris or any officers, agents, servants, employees or subcontractors of Polaris. Neither Polaris nor any officers, agents, servants, employees or subcontractors of Polaris shall be entitled to any employment benefits from the CITY. Polaris shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 34. Insurance Polaris shall provide the CITY with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 34.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Polaris, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers Compensation Act (Art 8308 — 1.01 et seq. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 18 of 58 POLARIS Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O Either is acceptable if coverage meets all other requirements Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the CITY. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the CITY to evidence coverage. 34.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the CITY as an additional insured thereon, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth (CITY). (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the CITY. Ten (10) days' notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of CITY' s Risk Management is required. (e) Any failure on the part of the CITY to request required insurance documentation shall not constitute a waiver of the insurance requirement Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 19 of 58 (t) POLARIS Certificates of Insurance evidencing that Polaris has obtained all required insurance shall be delivered to the CITY prior to Polaris proceeding with any work pursuant to this Agreement 35. Compliance with Laws, Ordinances, Rules and Regulations Polaris agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the CITY notifies Polaris of any violation of such laws, ordinances, rules or regulations, Polaris shall immediately desist from and correct the violation 36. Non -Discrimination Covenant Polaris, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein agrees that in the performance of Polaris's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Polaris, its personal representatives, assigns, subcontractors or successors in interest, Polaris agrees to assume such liability and to indemnify and defend the CITY and hold the CITY harmless from such claim. 37. Notices Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn Charles Daniels, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 With Copy to the City Attorney At same address Polaris Library Systems Attn: Jodi Bellinger Address: PO Box 4903 City, State, Zip: Syracuse, NY 13221 Facsimile: (315) 457-5883 38. Solicitation of Employees Neither the CITY nor Polaris shall, during the term of this Agreement and additionally for a period of one (1) year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either PARTY who responds to a general solicitation of advertisement of employment by either PARTY. 39. Governmental Powers/Immunities It is understood and agreed that by execution of this Agreement, the CITY does not waive or surrender any of its governmental powers or immunities. 40. Headings Not Controlling Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 20 of 58 POLARIS part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 41. Review of Counsel The PARTIES acknowledge that each PARTY and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting PARTY shall not be employed in the interpretation of this Agreement or Schedules hereto. 42. Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 43. Signature Authority The persons signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective PARTY, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Polaris whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Schedule L Each PARTY is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 44. Immigration Nationality Act The CITY actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification and nondiscrimination. Polaris shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Polaris shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Polaris shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Polaris shall provide CITY with a certification letter that it has complied with the verification requirements required by this Agreement. Polaris shall indemnify CITY from any penalties or liabilities due to violations of this provision. CITY shall have the right to immediately terminate this Agreement for violations of this provision by Polaris. 45. Informal Dispute Resolution Except in the event of termination pursuant to Article 30, if either CITY or Polaris has a claim, dispute, or other matter in question for breach of duty obligations, services rendered or any warranty that arises under this Agreement, the PARTIES shall first attempt to resolve the matter through this dispute resolution process The disputing PARTY shall notify the other PARTY in writing as soon as practicable after discovering the claim, dispute, or breach The notice shall state the nature of the dispute and list the PARTY's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both PARTIES shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of or in connection with this Agreement If the PARTIES fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the PARTIES may submit the matter to non -binding mediation in Tarrant County, Texas, Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 21 of 58 POLARIS upon written consent of authorized representatives of both PARTIES in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the PARTIES Each PARTY shall be liable for its own expenses, including attorney s fees; however, the PARTIES shall share equally in the costs of the mediation If the PARTIES cannot resolve the dispute through mediation, then either PARTY shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the PARTIES may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the PARTIES agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either PARTY may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 46. Reporting Requirements For purposes of this Article, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. If Polaris meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Polaris shall immediately report the discovery of the image to the CITY and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Polaris to make the report required herein may result in criminal and/or civil penalties. 47. Escrow of Essential Software Within thirty (30) days of execution of the Agreement Polaris must establish and place in escrow with Iron Mountain Inc , Liverpool, NY a bonded escrow depository, a complete source code version of all Polaris proprietary Software and all Software Materials relating to said Software, including technical and user manuals, which shall remain in escrow for the duration of this Agreement. CITY will be responsible for the payment of the annual fee for Escrow Services outlined on Schedule D of this Agreement. Said fee will be invoiced annually to the CITY by Polaris. Polaris agrees, for all Polaris proprietary licensed Software provided to the CITY within the scope of this Agreement, that in the event Polaris ceases doing business or otherwise withdraws its support Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 22 of 58 POLARIS from such licensed Software, it will furnish to the CITY, if so requested, sufficient Software Materials, including but not limited to source code information, to permit the CITY to maintain, modify or otherwise enhance such licensed Software. In the event of such an occurrence, the CITY shall be bound by all the Software license terms and conditions of this Agreement and Polaris shall protect the Software Materials to be used for the purposes described in this escrow clause from limitation by any source. In no event shall the Software Materials to be used for the purposes described in this escrow clause 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. In no event shall the Software Materials to be used for the purposes described in this escrow clause be an asset of Polaris under any bankruptcy, insolvency or reorganization proceedings. The CITY shall be entitled to access the materials held in escrow only if: the CITY is covered at the time of request by Software Maintenance Service, the CITY is current in its annual payment for said service, the CITY is registered with Iron Mountain and the CITY is current in its annual payment for Escrow Services. Polaris shall replace or update the deposited Software and Software Materials with a newly recorded version within thirty (30) days after Polaris's distribution of new release Software to the CITY. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 23 of 58 POLARIS 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. ACCEPTED FOR THE CITY By: ACCEPTED FOR POLARIS LIBRARY SYSTEMS By: (r) KiA Title: Char es Daniels, Assistant City Manager Title: Vice -President Date: P7 Zit. /dr ATTEST: B M.ry ki(ayser City Secretary APPROVED AS )['O FORM AND LEGALITY By: Jessica San !'s an Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C - 7 (n 4i! Date Approved: `i Date: ' it/ ACCEPTED FOR POLARIS LIBRARY SYSTEMS Title: Chief ' • . is Officer Date: gu() h_�� O F IMAL RECORD MY SECRETARY Eft .Ws!RTH, TX Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 24 of 58 POLARIS Schedule A Library Statistics 1. Estimated Number of Patron Records 2. hstimated Number of Item Records 3. Estimated Number of Bibliographic (MARC) Records 4. Estimated Number of Authority Records 5. Items Issued Annually 6 Staff Client Licenses 7. Name and address of Fort Worth Central library location: Fort Worth Central Library 500 West Third Street Fort Worth, TX 76102 8. Other locations' East Regional Library Southwest Regional Library Butler Outreach Library Division (BOLD) Cavile Outreach Opportunity Library (COOL) Diamond Hill/Jarvis Branch East Berry Branch eSkills Library & Job Center Northside Branch Northwest Branch Ridglea Branch Riverside Branch Seminary South Branch Ella Mae Shamblee Branch Summerglen Branch Wedgwood Branch MetrOPAC Consortium Libraries: Benbrook Public Library Burleson Public Library Haltom City Public Library Keller Public Library Richland Hills Public Library Watauga Public Library 568,959 1,678,000 518,000 7,745,626 5,708,830 450 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 25 of 58 POLARIS One -Time Services Training (A maximum of 10 trainees allowed per on - site session Additional charges apply for additional trainees up to a maximum of 15) Implementation Services PAC Branding Data Extraction & Migration Schedule B Virtual Private Cloud Services Description • 12 days on -site training on Patron Services, Cataloging, PAC • 6 days on -site training on Serials & Acquisitions • 3 days on -site consultation/training on Workflow Analysis • 3 days SQL Reporting training in Syracuse for up to 2 Library staff (Library responsible for all staff expenses) • 1 day web based system administration overview training • 1 day follow-up web training • 3 days on -site "Go Live" assistance • Simply Reports webinar training • FeatureIt 1/2 day webinar training • 3 days on -site implementation/consultation • installation, configuration and staging of virtual private cloud environment, dedicated hardware and 3rd party software licenses; • project management, profiling assistance, scheduling Remote installation of LEAP • enable pre-programmed theme selection • resize existing library logo (2 hour maximum — if additional time is required, that will be quoted separately at the rate of $200/hour) Extraction/Migration of the following records from Horizon: • bibliographic • authority • item patron circulation records fines and blocks records • holds records • serials records - Serials Holdings Records, Issues (received, not received, claimed), Items, Vendors • acquisitions records — vendor records only • COMMRES • • • • Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 26 of 58 POLARIS On -Going Virtual Private Cloud Services Server & Operating System Software Co -Location Services Technical Support Server Administration Service Limitations SQL Reporting Service Limitations Export Express Schedule B Virtual Private Cloud Services - continued Description Production Server, Firewall, Domain Controller, Backup Device, Microsoft Software, Network Switch, Installation & Remote Hands, ARCServe Backup Software, Anti -Virus Software The server environment is configured to handle a minimum of 25 million transactions annually with no degradation in performance Internet Bandwidth — 7 Mbps maximum, Power, Cabinet Space, IP Addresses, Internet Port Daily Polaris application support (trouble -tickets, calls & email), Polaris Upgrades (version & builds) Data Center Network & Network Capacity; Data Center Firewall Management; Terminal Server IP Address Filters; Services Monitoring (SPU, Disk & RAM): • Server CPU, Disk & RAM • Windows log checks • SQL jobs checks • Internet bandwidth usage • Firewall Server Maintenance: • Firmware updates • Driver updates • Windows updates • Anti -Virus updates • Warranty repairs Daily Backups & Offsite Rotation Polaris is not obligated to provide additional computing resources to accommodate high -overhead jobs. Reports may be saved to a local workstation only. Polaris is not obligated to provide additional computing resources to accommodate high -overhead jobs. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 27 of 58 POLARIS Schedule C Polaris ILS Software • Polaris ILS Database (full and documented schema available via Extranet) • Z39.50 Server • SMTP For email notification (Library may also use other email server) • Remote Patron Authentication via SIP2 service • Find Tool (Over 600 search points available) • Cataloging with authority control o MARC validation program o Bibliographic and authority records importing interfaces o Fully integrated WYSIWYG Label Printing (see/edit before you print) • Circulation o Offline circulation, inventory and Bookmobile (one daily offline client download per location at no additional cost - Library may pull only one copy of the daily Offline file to a local resource) o Group holds o OCLC Navigator Inter Library Loan Interface • Record set (bulk change operations for patron, item, authority and bibliographic records) • Z39.50 client • System Administration (familiar Directory / Tree structure with point -and -click options) • Integrated desktop Reports and Notices (export to local workstation in Excel, Word, PDF, HTML and XML formats) • Extensive online help • Polaris ILS PowerPAC supports Internet Explorer, Netscape Navigator, Mozilla Firefox, Opera, Safari, Chrome • Multiple database searching • Patron Authentication • My Account Options* Self -registration, search agent alerts, pre -notification of overdues, reading history, formatted title lists (MLA, Chicago Manual of Style, etc.) • Customizable Dashboards (automated links to bestsellers, subject areas, etc.) • Serials and Acquisitions • Polaris R Simply Reports ((Unlimited License) • Collection Agency interface to Unique Management (Unlimited License) • Self -Check interface to 3`d party Self -Check units (Unlimited License) • EDI for Acquisitions Setup/Training — Level D for authorized vendors • Polaris R RFID Interface License • Room Booking & Scheduling (Evanced — Spaces) • Polaris API (Unlimited License) • iTiva TalkingTech interface (Unlimited License) • LEAP web application for staff access to the ILS • URL Detective x 1 • Export Express (Unlimited License) • Community Profiles inc. Featurelt • Titles -to -Go: Ingram, Baker & Taylor, Brodart, Midwest Tape • Children's interface to PAC (Unlimited License) • Spanish language interface to PAC (Unlimited License) • User Guides & Administrative Guides are available on the virtual private cloud server(s) Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 28 of 58 POLARIS Schedule C Polaris ILS Software - continued LEAP • LEAP is a web based platform that focuses on Patron Services and Circulation LEAP can be used on a traditional computer (desktop/laptop) or a tablet, freeing users to connect with patrons anywhere. LEAP does not require any installation of software on a user's device. Its interface has been designed to be both intuitive and powerful, providing easy access to the features users need most. • LEAP was created to provide access to functionality in a modern, intuitive web application that meets the expectations of today's users. LEAP uses the same underlying database and business logic shared by all Polaris products, so there is no need to migrate any data. The LP AP architecture provides a stable, modern application platform for delivering Patron Services and Circulation functionality. • LEAP provides a new view into the Polaris data and business logic. It is not a direct replacement for the Polaris ILS. Unlike the Polaris Staff Client, LEAP works as well on a mobile device (tablet) as it does traditional computers. Since LEAP is accessed through a web browser there is no need to update client software or connect using Terminal Services. • LEAP is installed at the server level — meaning it will be available for use by the entire library system or consortium. Since LEAP coexists with the Polaris ILS software and can be used interchangeably, each library or user can decide whether or not LEAP is appropriate for a particular workflow. • LEAP is browser -based and will run under any modern browser that uses HTML 5 Availability Provisional general release date for LEAP is October 10, 2014 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 29 of 58 POLARIS Schedule D Cost Summary for Implementation Phase and Year 1 of Initial Term Polaris ILS Software Licenses, Custom Programming, VPC Services/Environment and Failover/Disaster Recovery Polaris® ILS Server/Client Software Includes: • The Polaris ILS Database • All Polaris ILS Software as described in Schedule C • System Reports • eCommerce through PAC (using either Payflow Link or Payments Gateway Secure Web Pay) • 2nd instance of Polaris ILS Server Software for COMMRES • Staff Client Licenses x 450 • Unlimited PAC access • Polaris R RFID Conversion Utility (Unlimited License) • Client Deployment Tool Custom Programing — One (1) Development Project (refer to Schedule I) Custom Reports — Day 1 (refer to Schedule I) PAC Customization Five (5) additional hours Virtual Private Cloud (VPC) Services & Environment Failover/Disaster Recovery Sub -Total: Cost $313,713.00 $5,000.00 $12,000.00 $1,000.00 $40,000.00 $25,000.00 $396,713.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 30 of 58 POLARIS Schedule D Cost Summary for Implementation Phase and Year 1 of Initial Term - continued Polaris Services Data Extraction Data Migration Authority Control, RDA, FRBR and Lexile Accelerated Reader Processing Implementation Training Services PAC Branding Remote Installation of LEAP Annual Escrow Services Sub -Total: Subscription Services Integration with Overdrive: Annual Subscription Service — initial cost includes implementation service charge. Integration with Baker & Taylor Axis 360: Annual Subscription Service — initial cost includes implementation service charge. NCIP integration with OCLC Navigator: Allows data exchange in support of lending and circulating material among libraries using the OCLC Navigator resource sharing system. Year 1 includes installation/configuration ZMARC Cataloging Record Subscription — Authority x 1 ZMARC Cataloging Record Subscription — Bibliographic x 1 True Serials inc. ERM Polaris Social/Chilifresh Connections Federated Searching (EDS when available) Enhanced Data Content for PAC — Syndetic Subscription Sub -Total: Subscription Service(s) Sub -Total: Less Discount: Total Cost: Note 1 - Proposal includes 1 year warranty on software. Cost $15,500.00 $45,000.00 $28,870.00 $33,200.00 $43,775.00 N/C $2,500.00 $975.00 $169,820.00 $65,595 $632,128.00 ($391,838) $240,290.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 31 of 58 POLARIS Schedule D.1 Payment Schedule Payment Schedule: 25% of Year 1 cost — $60,072.50 - due after Agreement is executed following receipt by the CITY of an invoice from Polaris 50% of Year 1 cost — $120,145.00 - due on Live Date following receipt by the CITY of an invoice from Polaris 25% of Year 1 cost — $60,072.50 - due on Acceptance Date following receipt by the CITY of an invoice from Polaris Annual Fees for Subsequent Years of Initial Term: Commencing one (1) year from the Acceptance Date. Year Two: Year Three: Year Four: Year Five: Annual costs may be subject to change based on revisions to products and services $154,120.00 $157,183.00 $160,307.00 $163,494.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 32 of 58 POLARIS Schedule E Integration with Third Party Vendors Component Integration with Overdrive: Annual Subscription Service — initial cost includes implementation service charge. Integration with Baker & Taylor Axis 360: Annual Subscription Service — initial cost includes implementation service charge. NCIP integration with OCLC Navigator Allows data exchange in support of lending and circulating material among libraries using the OCLC Navigator resource sharing system. Year 1 includes installation/configuration ZMARC Cataloging Record Subscription — Authority x 1 ZMARC Cataloging Record Subscription — Bibliographic x 1 True Serials inc. ERM Polaris Social/Chilifresh Connections Included with Connections are: • Friending/Following • Messaging • Reader's advisory tools • Book Cover Art • iOS/Android library catalog app • Facebook catalog integration • Digital personalized bookshelves • One on one chat, Group chat • Book clubs, Literary communities, Forums Polaris O Federated Searching (EDS when available) (includes implementation & hosting fee) Note: any custom connectors that are required will be quoted at additional cost - TBD Enhanced Data Content for PAC — Svndetic Solutions Component Table of Contents Fiction and Biography Profiles Find Similar Titles (must also buy Fiction Profile) Summaries Cover Images Author Notes PW Review (includes Criticas Review) LJ Review SLJ Review Video & Music 1 Year 1 Subscription Fee $2,740.00 $2,169.00 $2,169.00 $2,740.00 $3,311.00 $685.00 $2,740.00 $2,740.00 $2,740.00 $3,311.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 33 of 58 POLARIS (5) Schedule E.1 Authority Control, RDA, FRBR, and Lexile/Accelerated Reader Processing (1) Item (1) Application of authority control to MARC records (2) Application of RDA standards to MARC records Application of FRBR standards to MARC records (4) Lexile and Accelerated Reader enrichment Estimated MARC authority records (3) (6) MARC authority tape output; processing cost (7) (8) (9) MARC authority tape output; tape cost for reels Other Costs (please specify) — Profile Setup & Project Management Subtotal -- Authority record and processing costs (10 Labor for application of authority control for records (11) Labor for selection of close authority records for records (12) Labor for processing of MARC authority tape output (13) Other labor costs (please specify) (14) Subtotal -- labor costs (15) TOTAL -- All costs (Line 9 + Line 14) (2) Units 568,000 568,000 568,000 120,000 7,746,000 (3) (4) Unit Cost ($) Cost ($) $.04 $22,720.00 Included Included $2,400.00 Included N/A N/A $3,750.00 $28,870.00 Included Included N/A Included Included $28,870.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 34 of 58 POLARIS Schedule F Virtual Private Cloud Environment Virtual Private Cloud Data Security Polaris Virtual Private Cloud services are currently delivered from a secure SSAE-16 certified Time Warner Cable/Navisite data center located in Syracuse, NY. The data center is a Tier-2 facility (ANSI/TIA-942 Telecommunications Infrastructure Standard for Data Centers) with an excellent track record for reliability that provides backup power, and redundant HVAC and network services. Internet service to the Data Center is provided via redundant ISPs utilizing diverse fiber connections into the facility with dynamic re-routing of data if network links are interrupted. The Data Center environment includes: • 7x24x365 on -site security personnel and video surveillance • Biometric palm scanners at all facility entrances • Card access control at all interior and exterior doors • Offices/common areas isolated from the data center • AC power installed to order with N+1 redundancy • Backup UPS and generators with refueling capabilities for consistent power supply • Full data -grade HVAC system with N+1 redundancy with 136 tons of cooling active • Fire protection with early -warning VESDA fire detection system • FM-200 and CO2 fire suppression system • Regular system testing and servicing • Customer IT infrastructure monitored by two redundant NOCs (Andover and India), staffed 7x24x365 • Regular facilities monitoring for all critical electrical components, environmental systems, and security For Virtual Private Cloud service, Polaris owns and operates the servers utilized to store data and deliver service from the Data Center Polaris employs network firewalls and anti -virus protection for the service platform. To protect data during network transmission, communications between the LIBRARY's Polaris client workstations and the VPC Data Center are encrypted via native Remote Desktop encryption and SSL is used to encrypt the Patron Account section of the Polaris PowerPAC. Third -party hardware maintenance providers do not have access to the servers or backup devices without Polaris advance approval and supervision • Requirements: Remote Desktop Connection (RDC) client version 6.1 or higher (RDP higher); Reliable network connectivity with adequate bandwidth (estimated concurrent RDC user) and low end -to -end network latency between Windows Terminal Server; protocol/version 7 or 20Kbps-30Kbps per the workstation and USERNAME Convention and PASSWORD Complexity Access to Virtual Private Cloud Polaris requires a two -stage logon. A user must first logon to the Terminal Server and then must logon to the Polaris application Usernames for Terminal Server and Polaris user accounts must consist of at least 8 characters. Polaris recommends that the usernames Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 35 of 58 POLARIS Schedule F Virtual Private Cloud Environment - continued include a user-friendly prefix that makes the username unique to the system or branch. For example, a satisfactory username convention for Public Library System could be p1sXXXXX (i.e. plscircl, plscat07, etc.). Passwords must be complex. At a minimum, passwords must consist of at least 8 characters including at least one upper or lower case letter and at least one number or special character, and cannot include the library name or username. Polaris strongly recommends that common words should not be used as the password root. Passwords must be set to expire within a minimum of 180 days. User Manaizement The LIBRARY, through the Polaris System Administrator, will be responsible for performing Active Directory and Polaris user management (add, change delete). Dedicated Virtual Private Cloud Service The Polaris Dedicated Virtual Private Cloud Service provides a fully managed application including data center networking and firewall management, Polaris server administration, anti -virus and backup service. Only Polaris server administrators have direct login and administrative access to the backend servers, software and databases supporting the Polaris systems and application. Virtual Private Cloud Maintenance Polaris reserves the right to perform periodic maintenance on the Virtual Private Cloud servers and service platform Scheduled weekly maintenance windows will occur every Monday and Thursday between 2:OOAM ET and 4:OOAM ET Windows Updates and other service platform updates that may be applied sometimes require device reboots or restarts, and therefore, temporary service outages may be experienced during these windows. Scheduled maintenance windows for server, firewall and network replacement or repair will occur Thursday's between the hours of 4:OOAM ET and 7:OOAM ET Unscheduled emergency maintenance might need to be performed at any time. When emergency maintenance is required, Polaris will notify the LIBRARY and work with the LIBRARY to minimize any potential service interruptions. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 36 of 58 POLARIS Bits Per Second Schedule F Virtual Private Cloud Environment - continued Bandwidth Requirements Each session over RDP will use about 30 Kbps (Kilobits per second). For a library with 400 staff users, that library should expect the bandwidth to be about 1500 kilobits per second - which is approximately 1.5 Megabits per second. The following chart shows the bandwidth for an existing Virtual Private Cloud customer with the same number of available concurrent logms (400) and this is total bandwidth (including PAC traffic). Note that the bandwidth is lower as a result of all 400 clients typically not logged in at the same time. 1.8 M 1.7 M 1.5 M 1.4 M 1.3 M M 1.1 1.0 M O .9 11 O .8 H O .7 M O .G M O .5 M O .4 M O .3 M O .2 H O .1 M O. 0 Fri Sat Sun Volume Mon Tue 02/28/14 11:23 - 03/07/14 11:23 Wed Thu Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 37 of 58 POLARIS Schedule F.1 PC Workstation Requirements and Remote Desktop Services Technical Service/Staff Access Workstations and Patron Access Workstations - Operating Systems • Windows 7 (32-bit or 64-bit) with current Service Pack (Professional, Ultimate or Enterprise Editions) • Windows 8 (64-bit) with current Service Pack (Professional, Ultimate, or Enterprise Editions) System Processor • 1 GHz or better System Memory • Windows 7 (32-bit or 64-bit): Recommended: 2GB — Minimum Required: 1 GB • Windows 8 (64-bit): Recommended: 2GB — Minimum Required: 1GB Hard Disk Requirements • Minimum: 10GB Video Requirements • SVGA Graphics Controller /4 MB Video Memory or better Other • 100 Mbps NIC Card Monitor 17" - as a standard Windows application the Polaris ILS will run in whatever screen resolution the Windows PC is configured for. The optimal resolution is 1024 x 768. Remote Deskton Services (Terminal Services) Remote Desktop Services works by allowing individual applications to run on a server, rather than on the user's workstation Remote Desktop Services simply sends screen images to the user s machine, and the user's machine in turn sends keystrokes and mouse movements back to the server. By doing this Remote Desktop Services allows clients to run applications that they might otherwise not have the hardware or bandwidth to support. The Remote Desktop Protocol (RDP) has been designed and optimized to give users a good application experience over low -bandwidth connections Because only keyboard mouse and screen drawing information is sent over the network, a quality user experience can be attained under very low -bandwidth conditions. The client access device can either be a full rich Windows personal computer, or a thin client. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 38 of 58 POLARIS Schedule F.2 Failover/Disaster Recovery Failover/Disaster Recovery The failover SaaS hosting facility is located in Oakland, CA The proposed failover solution would use a VMWare industry standard software package called Site Recovery Manager (SRM). This solution would continuously replicate the CITY's servers to a secondary datacenter location The servers for the CITY, primary and secondary will be hosted in a VMWare virtualized hosting environment within each data center providing local resiliency via network and storage redundancy, in conjunction with geographic failover capability. SRM allows for the replication of the CITY's primary servers to the secondary location with a 15 minute RPO (Recovery Point Objective) - meaning the recovery point would be as much as 15 minutes behind the time of the disaster. The solution is not a hot -standby solution and would require action by Polaris technical staff to enable the secondary environment once the decision to fail to the second site is declared. This is to ensure data consistency of the environment and that failovers only occur during the time of a disaster. Even though activation of the secondary environment requires action to bring it online, this is not a cold start solution since the virtual space for the servers required is already allocated, the CITY's data is synchronized to the most recent fifteen (15) minutes, and those servers not being actively synchronized will be online. Once a disaster is declared a few configuration changes to the environment are then required to make the secondary system the active and accessible node, including a DNS change to point to the new IP address. When the primary environment is returned to operation, SRM would facilitate the synchronization back to the original location systematically. The return to operation at the primary location will require a brief interruption of service and can be scheduled to minimize impact on the LIBRARY, however, Internet delegation of DNS is required to fail back, thus there may be a delay in access of the environment until this occurs. The LIBRARY will have independent network and server environments (not a shared Active Directory and/or SQL solution). With this environment, Polaris is able to provide a higher level of redundancy, availability, and overall uptime to the LIBRARY. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 39 of 58 POLARIS Schedule G Acceptance Tests 1. OATek view 1.1 In order to ensure that the CITY has received the value and functionality specified in Polaris's response to the Request for Proposal, the CITY may conduct a suite of tests commencing on the Operational Date and ending no later than thirty (30) days from the Live Date; which tests shall verify that the Polaris ILS functions substantially in conformance with specifications and as warranted under Article 12 herein. 1.2 Testing may be conducted on any combination of Polaris and non -Polaris products, but acceptance shall be limited to the Polaris Software and Database Services purchased under this Agreement, and shall exclude any Third Party products, including, but not limited to: PC Workstations, Communication Devices, and Network Components. The Polaris Software shall be the version in general release at the time of installation, and no customization by the CITY shall be permitted until after the Acceptance Date. 1.3 The tests shall be as follows: Software Functionality Database Load The actual scheduling and sequence of tests will be as determined according to the following Schedule H, Implementation Plan. Immediately upon the successful completion of all the tests set forth herein, the CITY will notify Polaris in writing of its acceptance of the System, and both PARTIES shall mutually establish an Acceptance Date pursuant to Article 1.0 herein. 20 Polaris Softwarl°e Fun.ctionallity Test The purpose of the software functionality test is to verify that the functional capabilities of the Polaris Software perform substantially in accordance with the Software Materials in effect when delivered and with Polaris's response to the request for proposal. The Polaris Software shall be the version in general release at the time of installation, and no customization by the CITY shall be permitted until after the acceptance date. The LIBRARY may elect to defer training and implementation on one or more specific software subsystems purchased under this Agreement until after the proposed Acceptance Date; in which event: the LIBRARY shall so notify Polaris in writing; training, testing and acceptance of the remainder of the Polaris Software shall proceed as determined by the implementation plan, and no delay or deferment of the acceptance date will be allowed; the LIBRARY and Polaris shall agree to a revised schedule for training and implementing the specific subsystem(s); the CITY agrees that any such deferment shall not change the conditions governing (a) payment in full for the Polaris ILS, and (b) the warranty period for maintenance; EHeCtidthil Copy City f z1 Worth VPC Services Agreement Page g 40 of 5 POLARIS Schedule G Acceptance Tests - continued Unless otherwise agreed to by both PARTIES, testing will take place over a period of thirty (30) days beginning on the Live Date. All testing will be performed either on the live LIBRARY database (if available) or on a test database supplied by Polaris. During the testing period, the LIBRARY may verify other functions that the Software Materials indicate the Polaris Software will perform, and submit any exceptions to Polaris in writing. Testing Methods Prior to training, the LIBRARY shall designate the Library Administrator as authorized to indicate acceptability of the Polaris Software functionality. Functions that do not operate according to specification shall be noted and immediately reported in writing to Polaris. Polaris shall clarify and resolve all reported problems within thirty (30) days of receipt of report, or provide the LIBRARY with a written estimate of when resolution will occur. Within seven (7) days of receipt of notice of resolution from Polaris, the LIBRARY shall retest the function and confirm that the function has or has not been resolved. All Polaris Software functionality tests will be conducted from a LIBRARY -provided workstation connecting either to the live LIBRARY database or to the Polaris -supplied test database. Polaris Software functional testing may be performed on all software listed under Schedule C. Testing may also be applied to any interfaces to LIBRARY software that Polaris creates at the request of the LIBRARY. Software Functionality Acceptance The Polaris Software functionality test will be successfully completed, the Polaris Software formally accepted in writing, and the CITY obligated to pay any relevant invoice(s) when: The CITY, at its option, either (1) waives its right to perform any or all of the tests set forth under this Schedule; or (2) concludes such tests within the allowable test period and immediately informs Polaris, in writing, of their successful completion. Each problem properly reported through the end of the test period has been resolved to the CITY s satisfaction. Polaris Software Functional Acceptance By Default In the event that following the conclusion of the agreed -upon test period the CITY has failed to inform Polaris in writing of any functions which do not operate as specified in the Software Materials in effect at the time the software was shipped or substantially in accordance with Polaris's response to the request for proposal, then the software functionality test will be considered successfully completed and the CITY obligated to pay any relevant invoice(s). Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 41 of 58 POLARIS Schedule G Acceptance Tests - continued Software Functional Test Remedies In the event that the software functionality tests do not fall within the accepted parameters, and Polaris has not responded with a formulated plan for problem resolution within five (5) business days of the end of the test period, the CITY may at its discretion: Grant Polaris further time to resolve the problem, or Set up a conference call with the LIBRARY system administrator or his designee, Polaris's Implementation Manager for the CITY system, and Polaris's Director of Implementation Services, and If the resolution is not underway within two (2) business days from the conference call above, set up a conference call between Polaris's President and the LIBRARY system administrator or his designee, or If the issue is not being resolved after one (1) week from the call above the CITY may require a visit from Polaris to directly address the problem, at Polaris s expense, or Accept the solution as is and upon negotiating satisfactory teinis pay the appropriate invoices. These remedies shall be non-exclusive remedies in the event Polaris is unable to pass any Polaris Software functionality test within ninety (90) days of commencing the test, and the CITY may have additional remedies under law. 3. Database Load Test Pursuant to the services set forth under Schedules B and E 1 herein, on completion of said services by Polaris, the LIBRARY may, at its option, selectively review data files converted by Polaris in accordance with the profile agreed to by Polaris and the CITY. The review may be conducted in conjunction with the software functionality testing, and in any event, shall not extend more than thirty (30) days from the Live Date. During the review period, if it is determined by both PARTIES that errors were made by Polaris during conversion that resulted in data that failed to conform to the LIBRARY's system profile, then Polaris shall correct those errors at no cost to the CITY. Following the review period and the acceptance of the Polaris ILS by the CITY, any requested corrections shall be at Polaris's discretion and at Polaris's then current rate for such service. In the event that, at the conclusion of the review period, the CITY has failed to inform Polaris in writing of any errors that were made by Polaris during conversion that resulted in data that failed to conform to the LIBRARY s system profile then the Database Load test will be considered successfully completed and the CITY obligated to pay any relevant invoices. 4. Failover/Disaster Recovery Testing Polaris will verify the viability of its Failover/Discovery Recovery system following testing methodology mutually agreed -upon with the LIBRARY. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 42 of 58 POLARIS Schedule H Implementation Plan The following schedule has been agreed upon, between Polaris and the CITY based on an assumption of a Agreement being finalized prior to 7/31/14. Upon completion of Agreement negotiations, and Agreement approval by both parties, the CITY and Polaris will mutually agree upon any desired adjustments to the proposed schedule. The CITY has purchased via a Purchase Order initial consultation services by Polaris as noted below that shall be delivered according to the specified dates. Additional services shown below shall be performed by Polaris after execution of this Agreement Date By July 31, 2014 To Be Determined To Be Determined By August 10 September 3 September 9-11 by September 22 September 25 September 29 September 29 October 1 October 6-10 October 13-23 October 24 October 24 To Be Determined October 24 — January 12, 2015 by October 30 Event Agreement signed Initial phone call to discuss project and profiles Kick-off Meeting at Polaris Servers/hardware/software orders placed, 3rd party software/Polaris licenses — 8 week delivery and installation time required for Dedicated Hosted Servers Identify list of 3rd party vendors and begin creating a game plan to set-up and/or test with Polaris. Site Visit - Work on profile (3 days) Server Installation Completed Begin testing of 3rd party set-up and settings on training server. The products that can be tested will be based on the 3rd party's ability to work with Polaris and Horizon at the same time. Vendors include, but are not limited to Envisionware, Boopsie, and Novelist. Implementation Profile signoff Test Load data extraction Begin set-up and testing of 3rd party vendors. Data Mapping for Test Load Test Load of Data Polaris review and test of data on server P olaris available to Site — Acceptance Test P eriod begins. Training — System Administration via webinar (1 day) Data review and feedback to Polaris Set up training PCs and ensure connection to Polaris server. NOTE: Connection to Terminal server via Polaris Remote App Responsible Party Library/Polaris Polaris Implementation Team P olaris Implementation Team Polaris Tech Team Polaris Implementation Team / Library Polaris Tech Team / Library Library Polaris Implementation Team / Library Polaris Data Team/ Library P olaris Data Team/ Library P olaris Data Team P olaris Implementation Team Polaris Implementation Team Library Library Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 43 of 58 November 3 November 4-5 November 4-5 November 6-7 November 6-7 November 10-11 November 10-11 November 11-12 November 12-13 November 13 November 14 November 14 November 14 — January 21 November 17-19 November 17-18 TENTATIVE December 1 December 1** POLARIS Review progress of 3rd party vendor set-up and testing. Identify any additional 3rd party vendors that need to be tested. Training days Training days Training days Training days Training days Training 1.5 days Training 1.5 days Training days) Training sessions Training #4c PAC — 10 people for 1/2 day Training #4d PAC — 10 people for %2 day Library Internal Staff Training # 1 a Circulation — 10 people for 2 # 1 b Circulation — 10 people for 2 # 1 c Circulation — 10 people for 2 # 1 d Circulation — 10 people for 2 #le Circulation — 10 people for 2 #2a Cataloging Lite — 10 people for #2b Cataloging Lite —10 people for #3 Cataloging Full 12* people for 2 #4a-b PAC — 10 people for 1 day — 2 Workflow # 1 a — Workflow Analysis # 1 (3 days) Workflow # 1 b — Workflow Analysis #2 (2 days) Review progress of 3rd party vendor set-up and testing. Identify any additional 3rd party vendors that need to be tested. Authority Control processing — Begin modified Cataloging for remainder of project. New bibliographic records added after December 1 2014 will not have AC work done on them in the Production load. The Library is responsible for keeping track of new bibliographic records added to the database after December 1. Bibliographic records modified after December 1 will not have modifications in the Production load. If modification of bibliographic record is necessary and the Library wants that reflected in the Production load, the change will need to be tracked and made by the Library staff after going live. Trainer G Trainer L Trainer G Trainer L Trainer G Trainer L Trainer L Trainer G Trainer L Trainer G Trainer L Trainer G Trainer L Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 44 of 58 POLARIS To Be Determined *** December 3-4 December 3-4 December 5 To Be Determined To Be Determined To Be Determined January 5 January 12 By January 9 January 9 January 15 January 16-21 January 21-23 January 22, 2015 To Be Determined To Be Determined April 2015 Discussion of shortening offline time Training #5a Acquisitions — 10 people for 2 days Training #5b Acquisitions — 10 people for 2 days TENTATIVE Training #6 Serials — 10 people for 1 day Training — SQL Reporting Services (3 days in Syracuse) Training — Simply Reports via webinar (1/2 day) Training — FeatureIt via webinar (1/2 day) Review progress of 3rd party vendor set-up and testing. Identify any additional 3rd party vendors that need to be tested. Data Mapping sign -off Workstation prep and testing for Polaris Offline; NOTE• Connection to Terminal Server via Polaris Remote App. Prepare for Offline - Stop processing holds (optional, but encouraged) Final Data extraction after library is closed. After data extraction, libraries should set their system in a Read -Only mode so that patrons do not place holds or make changes to their accounts in the PAC, and staff don't make changes in the client. Library is offline with Polaris NO MORE WORK IN Horizon. Staff will be able to check materials in and out, and register new patrons in Polaris offline. Staff cannot collect fines place or fill holds or do any other circulation activities during the offline time. Go -Live Assistance (3 days) Live on Polaris — Acceptance Test Period ends EDI setup call Training — Follow-up via Webinar (1 day) Transition to customer support site manager Trainer G Trainer L Trainer G Library Polaris Data Team/ Library Library Polaris Implementation Team Please note the following: o Work with Third Party vendors will be added as identified. o Data extraction dates need to be confirmed with Third Party and will be adjusted as needed. o *Training for more than 10 people per session will incur additional costs o ** This time may change due to work being done with Backstage. Schedule will be modified when actual dates are determined. o ***Offline time may be shortened after the test load has been completed. Discussion with site as to ramifications will be scheduled. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 45 of 58 POLARIS Schedule I Development 1. Polaris agrees to develop the following software function for the cost indicated — said development to be available to the LIBRARY no later than June 30, 2015: • Ability to display linked patron accounts in PowerPAC. Polaris comment* Change requires additional definition. Cost assumes change is limited to read- only display of linked patron accounts using existing patron associations A mutually -agreeable Statement of Work (SOW) will be developed by the parties prior to the commencement of work by Polaris. One-time Charge $5,000.00 2. Polaris agrees to develop the following reports for the cost indicated — said development to be available to the CITY by the Live Date: • Collection Age Report by Library • Active Borrower as of Beginning of Fiscal Year Report • Average Items per CKO (Items checked out in one week divided by the number of unique borrowers of those items) • New Replacement Title Reports • Money Owed Reports (Payments accepted by one MetrOPAC library for funds owed to a different MetrOPAC library) • Borrower Purge Report • Request Hold Status Report • Monthly Circulation Details Report • Monthly Report • Monthly Activity Report by Hour • Titles by Vendor Contract/Account Report • Titles by Budget Report • Titles by Vendor Report Mutually -agreeable Statements of Work (SOWs) — one for each report - will be developed by the parties prior to the commencement of work by Polaris. One-time Charge $12,000.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 46 of 58 POLARIS Schedule J Costs for Adding New Libraries There is no cost for creating new branches or adding MetrOPAC libraries in the CITY's Polaris System. The CITY may create new policies to support these libraries at no additional charge. 1. The cost for the additional staff client licence(s) is listed under Schedule N herein; 2. The cost for data services is as follows:- o Data extraction (if available) ranges from $7,500.00 - $12,000.00 o Data migration starts at $8,500.00 > o Merge with & de -duplication of primary database @ $3,500.00 Note: costs for data extraction & migration are based on the number of patron, bibliographic and item records - both individual counts and cumulative counts Costs are linked to broad bands or tiers of record counts e.g. bib records from 50,000 — 150,000 would be at a single cost, patron records from 5,000 — 15,000 would be at a single cost. Without specific numbers, it is not possible to provide anything more than a range of costs. 3. Consultation Services — minimum of 2 days at $3,600.00 for 2 days 4. Training Services — TBD based on need (minimum 2 days at $3,600 00) for 2 days 5. Miscellaneous Software not already purchased under this Agreement — TBD based on need The server environment is configured to handle a minimum of 25 million transactions annually with no degradation in performance Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 47 of 58 POLARIS Schedule K Clarifications and Understandings CITY's DESIRED CHANGES and Polaris Responses From April 22, 2014 Available by December 2014 Go Live? Yes No 1. Add ability to change the item information x $0.00 displayed in the Find tool results list to include number of checkouts, last circulation date, created date, checkin note, etc. on the fly and as default, without having to display individual items one -by -one Polaris: Will be available in LEAP in 2015. Fort Worth Library Priority 2. Add functionality to create collection level X $0.00 thresholds for minimum and maximum number of items per floating location. Add ability to send items over maximum threshold to floating locations according lowest threshold. Fort Worth Library Priority 3. Create a report to determine overstock/understock based on shelf capacity Polaris: Functionality has been discussed for integration with Collection HQ. No development planned at this time. Fort Worth Library Priority Polaris: The addition of analytics, like those listed above, is the product direction we are working on. This will be added to the product in the 2016/2017 timeframe. We might be able to move that up and add it in 2015 for the price listed. 4. Ability to copy an issue record Polaris: This is currently supported. Execution Copy 7/9/14 Cost X $30,000.00 N/A City of Fort Worth VPC Services Agreement Page 48 of 58 POLARIS Fort Worth Library Priority. P oint of clarification: During the demo we were told this was not supported and that they had to be hand - entered, and suggested we put this in as an enhancement request. Please confirm this is supported Polaris: We believe this is something that requires more discussion. 5. Floating: create a min/max thresholds per X $0.00 collection per branch (e g 1000 minimum dvds and 5000 maximum dvds) If max is reached routes to a branch that has too few Fort Worth Library Priority 6. Ability to search vendors' databases from within X $500.00/vendor Acq module P olaris: Functionality is currently available with Polaris Titles to Go. Fort Worth Library Priority Point of clarification* Is Titles to Go part of the base system or an add -on If an add -on, was the cost included in the BAFO? Polaris: Price listed. 7. Automatically age claim returned items that are not found to Lost X $30,000.00 (packaged with #8) Fort Worth Library Priority P olaris: Available in 2015 8. Automatically age overdue items to Lost X See #7 Fort Worth Library Priority Polaris: Available in 2015 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 49 of 58 POLARIS Schedule L Verification of Signature Authority Full Legal Name of Company: Legal Address: Services to be provided: Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Polaris and to execute any agreement, amendment or change order on behalf of Polaris. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Polaris. The CITY is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Polaris. Polaris will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The CITY is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Polaris. 1. Name: Ii1/4%1/1^•••-- Position: ✓P. t Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: so • PHb1r 8#291" 6 Signature of President / CEO Other Title: Date: tTLA 9-11) Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 50 of 58 POLARIS Schedule M Notification Documents The following are two (2) sample documents — notification of Live Date and notification of Acceptance Date — that will be issued by Polaris to the CITY immediately following these events Notice will be sent in accordance with Article 37 of this Agreement. Sample 1 • Live Date Date Ref: Polaris Live Date CITY Address City, State, Zip Attn: Dear : Following the successful completion of the Polaris implementation, we are delighted to confirm the operational status of your system and pursuant to article XXX in our Polaris Agreement, the Live Date shall be To complete the implementation process, please have this letter signed and dated by an authorized CITY representative and then returned by mail to me. You should be sure to retain a copy for your records. We appreciate the opportunity to provide these services and we would welcome your comments and suggestions. Sincerely Alastair Cameron Manager Contracts cc Implementation Manager Authorized Signature for the CITY Date Title Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 51 of 58 POLARIS Schedule M Notification Documents - continued Sample 2: Acceptance Date Date Ref: Polaris Acceptance Date CITY Address City, State, Zip Attn: Dear • Following the successful completion of the Acceptance Tests, we are delighted to confirm the fully operational status of your Polaris system and pursuant to article XXX in our Polaris Agreement, the Acceptance Date shall be We appreciate all the effort you and your staff expended in this period of transition. It's been our pleasure to share in the excitement of extending new services to your patrons. To complete the formal acceptance of the Polaris system, please have this letter signed and dated by an authorized CITY representative and then returned by mail to me. You should be sure to retain a copy for your records. Billing for your annual software maintenance & support will commence following the software warranty period. On -going subscription service(s) will be renewed at that time. We appreciate the opportunity to provide these services and we would welcome your comments and suggestions. Sincerely Alastair Cameron Manager Contracts cc Implementation Manager Authorized Signature for the Library Date Title Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 52 of 58 POLARIS Schedule N Optional Products and Services The following optional products and services are available. P olaris R Multilingual interface to PAC — Other languages Arabic, Chinese Simplified, French, Haitian Creole, Hawaiian, Korean, Russian, and Vietnamese. (Cost per language) Polaris P olaris P olaris Outreach Services Mobile PAC Inventory Manager (cost per license) P olaris® Phones Services: • Outbound • Inbound • Client Access Licenses • Phone Services Server Phone Services Server must be installed at Library location Comprise SmartPAY (eCommerce) - SmartPAY is an online payment gateway for fines, fees and donations. SmartPAY is an annual subscription and must be purchased directly from Comprise. P olaris charges a one-time license fee for setup and activation within the Polaris ILS 3M Cloud Library Integration - allows patrons to discover, check out and place holds on eBooks without ever leaving the library's catalog - Annual Subscription fee. Pre-reauisite• Library must purchase the Polaris API Workflow Analysis — minimum 2 days on -site (includes expenses) Database Synchronization Service This is a custom SQL task that automates the data copy process from the Production Server to the Test/Training Server on either a daily, weekly, monthly or on -demand basis (at the library's discretion). This service is only applicable to libraries with a Test/Training server environment - Level 3 Implementation — available to libraries that have a complex or Clustered Server environment Initial Cost $10,000.00 ea. $5,000.00 $6,000.00 $2,000.00 $5,000.00 $5,000.00 $4,000.00 $7,351.00 $500.00 TBD $4,300.00 $3,000.00 Annual Cost $2,500.00 ea. $1,200.00 $1,500.00 $500.00 $900.00 $900.00 $720 00 N/A N/A TBD N/A $600.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 53 of 58 POLARIS Schedule N Optional Products and Services - continued The following optional products and services are available. Polaris ZMARC - Cataloging Record Subscriptions Audio/Visual Only • Licenses x 1 — 5: Annual fee per license • Licenses x 6 — 9: Annual fee per license Licenses x 10 or greater: Annual fee per license • Optional Off -Hours Software Upgrade: Standard Off -hours service Optional Off -Hours Software Upgrade: Holiday Off -hours service Additional on -site training (after Live Date) @1,800 per day including expenses (minimum 2 days) Additional on -site Workflow Analysis x 2 days @2,150 per day including expenses (minimum 2 days) Additional trainees in Cataloging training — 2 additional trainees @250 per trainee per day (2 day session) PAC Customizations • PAC Customizations — Defined Scope Available for virtual private cloud or turnkey • PAC Basic Customization Package o Organization is a library system or branch o Cost based on up to 2 hours consulting and 3 hours of changes Available for virtual private cloud or turnkey • PAC Premium Customization Package Available for turnkey. dedicated virtual private cloud customers must be pre -approved Initial Cost $1,000.00 $900.00 $850.00 $2,350.00 $2,850.00 $3,600.00 minimum $4,300.00 minimum $1,000.00 Custom Quote @200.00/hour $1,000.00 per organization Custom Quote minimum cost of $5,000.00 Annual Cost $1,000.00 $900.00 $850.00 N/A N/A N/A N/A N/A Custom Quote Custom Quote Custom Quote Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 54 of 58 POLARIS Schedule N Optional Products and Services - continued Staff Client Licenses • Additional Licenses 1 — 9 • Additional Licenses 10 — 49 • Additional Licenses 50 — 99 • Additional Licenses 100 > Fusion — Digital Content Management Fusion Software Fusion Server Hardware: • Dell PowerEdge T320, Intel Xeon 2.0GHz, 16GB memory, Wide Tower cabinet, Redundant Power Supply, USB Keyboard & Mouse, 17" LCD Monitor, DVD-ROM drive, No Floppy, RD1000 Internal SATA Backup Drive Bay PERC RAID Controller, Network Adapter, (3) 300GB 10K rpm Hot Plug SCSI disk RAID-5, (200GB — OS/250GB — Data), 5-Year 4-Hour Same Day On -Site Response 24 x7 • 3 x Dell RD1000 1TB Backup Media (Weekly Backup) • Microsoft Windows Server 2012 R2 (P73-06272) • CA ARCServe Backup r16.5 w/media (BABWBR1650W00G4) Fusion Server must be installed locally at the Library Server Staging/Remote Installation Fusion '/2 day webinar training $750.00 each $700.00 each $600.00 each $500.00 each $135.00 each $135.00 each $135.00 each $135.00 each $9,999.00 $1,199.00 $6,710.00 $1,750.00 $600.00 N/A N/A N/A Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 55 of 58 POLARIS Schedule 0 CITY's Network Access Agreement 1. The Network. The CITY owns and operates a computing environment and network (collectively the ' Network"). Polaris wishes to access the CITY's network in order to provide Virtual Private Cloud services to the LIBRARY and to MetrOPAC. In order to provide the necessary support, Polaris needs access to the LIBRARY's local -area and wide -area network. 2. Grant of Limited Access. Polaris is hereby granted a limited right of access to the CITY's Network for the sole purpose of providing Virtual Private Cloud services to the LIBRARY and to MetrOPAC. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the CITY's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The CITY will provide Polaris with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Polaris. Access rights will automatically expire one (1) year from the date of this Agieement. If this access is being granted for purposes of completing services for the CITY pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. Services are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Polaris has provided the CITY with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Polaris shall provide the CITY with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Polaris officers, agents, servants, employees or representatives may not share the CITY -assigned user IDs and passwords. Polaris acknowledges, agrees and hereby gives its authorization to the CITY to monitor Polaris's use of the City's Network in order to ensure Polaris's compliance with this Agreement. A breach by Polaris, its officers, agents servants employees or representatives, of this Agreement and any other written instructions or guidelines that the CITY provides to Polaris pursuant to this Agreement shall be grounds for the CITY immediately Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 56 of 58 PODS to deny Polaris access to the Network and Polaris's Data, terminate the Agreement, and pursue any other remedies that the CITY may have under this Agreement or at law or in equity. 5.1 Notice to Polaris Personnel — For purposes of this section, Polaris personnel shall include all officers, agents, servants, employees, or representatives of Polaris. Polaris shall be responsible for specifically notifying all Polaris personnel who will provide services to the CITY under this agreement of the following CITY requirements and restrictions regarding access to the CITY' s Network: (a) Polaris shall be responsible for any CITY -owned equipment assigned to Polaris personnel, and will immediately report the loss or theft of such equipment to the CITY (b) Polaris, and/or Polaris personnel, shall be prohibited from connecting personally - owned computer equipment to the CITY's Network (c) Polaris personnel shall protect CITY -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the CITY's Network (d) Polaris personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the CITY's Administrative Regulation D7 (e) Any document created by Polaris personnel in accordance with this Agreement is considered the property of the CITY and is subject to applicable state regulations regarding public information (f) Polaris personnel shall not copy or duplicate electronic information for use on any non -CITY computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the CITY (h) A Network user ID may be deactivated when the responsibilities of the Polaris personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the CITY may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the CITY. Upon termination of this Agreement, Polaris agrees to remove entirely any client or communications software provided by the CITY from all computing equipment used and owned by the Polaris, its officers, agents, servants, employees and/or representatives to access the CITY's Network. 7. Information Security. Polaris agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the CITY from unauthorized disclosure and use. Polaris agrees to notify the CITY immediately upon discovery of a breach or threat of breach which could compromise the integrity of the CITY's Network, including but not limited to, theft of Polaris -owned equipment that contains CITY - provided access software, termination or resignation of officers, agents, servants employees or representatives with access to CITY -provided Network credentials, and unauthorized use or sharing of Network credentials. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 57 of 58 ACCEPTED A- D AGREED: CITY OF PORT WORTH: By: C ' axles Daniels Manager City Date: &7. 2•4".• ATTES`\ By: ty Secret APPROVED By: Assistant M & C: POLARIS s TO FORIVI AND E 1.\ e cct Sw � v �. /Lip none reaulre POLARIS NAME: By: Name: Title: Date: TTEST: kin OAscAiti ^� • OFFICIAL RECORD CITY SECRETARY IFL WORTH, TX VPC Services Agreement Page 58 of 58 City of Fort Worthth Execution Copy 7/9/14 CALLIFORNIA tga !awiL;11.1.; stN4i COW .# EXP � My C,occ!ffi.,;�s lt C i C Lt.-PURPOSE ACKNOWLEDGMENT State of California County of personally appeared ame(s) of who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Place Notary Seal and/or Stamp Above Signat re of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal -,and reattachment of this form to another document _ Description ofAttached Document eion d` .4, \-. t ND itkfr LAP\ Jr --0J1.0 e\tici rcl 4 Gt..Iitle or T e of Document: ..1- Yp __ —7 \ 9 ( -7 CO I t Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): Individual Partner — Limited 1 General Top of thumb here Attorney in Fact Trustee Guardian or Conservator Other: OF SIGNER Number of Pages: Signer's Name: Corporate Officer — Title(s): Individual OF SIGNER Partner — l Limited General Top of thumb here Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: Signer Is Representing: + N..+\-. \-0 ©2008 National Notary Association 6 9350 De Soto Ave., P.O. Box 24020 Chatsworth, CA 91313-2402 ° www.NationalNotary.org Item #5907 Reorder: CaII Toll -Free 1-800-876-6827 M&C Review Page 1 of 3 DATE: C©Dk : COUNCIL AGENDA SUtJECT: 7/22/2014 F N C TYPE': =NCE C-26892 NON - CONSENT Official site of the City of Fort Worth, Texas FORT WoRni LOG NAME: 84FY14LIBRARYILS PUBLIC NO HEARING: Authorize Execution of an Agreement with GIS Information Systems, Inc. d/b/a Polaris Library Systems, for the Purchase of a Next Generation Integrated Library System for the Fort Worth Library for an Implementation Cost Not to Exceed the Amount of $250,290.00 and Annual Maintenance Service for Four Years Not to Exceed the Amount of $175,000.00 Per Year, Adopt Appropriation Ordinance to Appropriate Up to the Amount of $250,290.00 in the Special Revenue Fund, Authorize Transfer Up to the Amount of $250,290.00 from the Special Revenue Fund to the General Fund and Adopt Appropriation Ordinance Increasing Estimated Receipts and Appropriation in the General Fund Up to the Amount of $250,290.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an Agreement with GIS Information Systems, Inc. d/b/a Polaris Library Systems, for the purchase of a Next Generation Integrated Library System for the Fort Worth Library for an implementation cost not to exceed the amount of $250,290.00 and annual maintenance service for four years not to exceed the amount of $175,000.00 per year; 2. Adopt the attached appropriation ordinance to appropriate up to the amount of $250,290.00 in the Special Revenue Fund; 3. Authorize a transfer of up to the amount of $250,290.00 from the Special Revenue Fund to the General Fund; and 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriation in the General Fund up to the amount of $250,290.00. DISCUSSION: The Integrated Library System (ILS) manages major aspects of library operations, including the online catalog, customer accounts, check-out and check -in, fines and overdue materials, holdings information and management statistics. The current ILS is almost 10 years old (M&C C-20460, December 21, 2004) and does not support many of the personalization and social networking features today's library customers expect or the productivity features required for efficient staff operations. Interlocal Agreements allow the Library to provide library system services to Benbrook, Burleson, Haltom City, Keller, Richland Hills and Watagua. Collectively the group is known as the MetrOPAC. This Agreement was first established in 1986 (M&C C-9463). The Fort Worth Library (FWL) released a Request for Proposals for a Next Generation Integrated Library System and Related Systems and Services on December 23, 2013. Six vendors submitted proposals. A team comprised of Library customers, MetrOPAC staff and Library and IT Solutions staff conducted a thorough evaluation of each proposal. Based on their evaluation, the FWL recommends entering into an Agreement with GIS Information Systems, Inc. d/b/a Polaris Library Systems (Polaris). The Polaris system offers the best value for the cost. Its mix of features and functions, its existing services and Polaris' vision for development are best suited to the FWL's needs. The Polaris system hip://www.fortworthg9v.org/council_packet/mc_review.asp?M= 200058(counci I... 7/22/2014 M&C Review Page 2 of 3 will improve customers' online experiences, allowing full self service library card registration, reader reviews, seamless e-resource integration, and easy creation and maintenance of community o rganization files. By having Polaris host the system off site, the City avoids the costs of hardware purchase and support and is assured that proper system maintenance, upgrades and disaster recovery procedures are followed. The Polaris Agreement will allow the FWL to continue providing automated library services for its client libraries, MetrOPAC. Funding to acquire the new system is available from a Special Revenue Fund established by M&C G- 7311, November 3, 1987, to finance future upgrades to the FWL automated system without affecting the General Fund. All revenue from buy -in and annual maintenance received from the client libraries is deposited into this Special Revenue Fund. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier o pportunities are negligible. AGREEMENT TERMS - This Agreement consists of an Implementation Phase, which begins upon execution of the Agreement and continues until the City's acceptance date of the new system. The Agreement will then have an initial term of five years starting on the acceptance date. Implementation costs for the new ILS will not exceed the amount of $250,290.00 and includes the first year of maintenance costs after the acceptance date The maintenance costs for each of the subsequent four years will not exceed the amount of $175,000.00 annually. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS - After the initial term, the Agreement may be renewed for additional one-year terms at the City s discretion. Rate increases associated with subsequent one-year renewals will be n o greater than four percent or the Consumer Price Index, whichever is less. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the current operating budget, as appropriated, in the Special Revenue Fund and the General Fund, TO Fund/Account/Centers 21 GRO3 467092 084840010000 2.1 GRO3 538070 084840010000 3&4) GG01 472003 0841020 4) GG01 531180 0841020 4) GG01 531200 0841020 4) GG01 539120 0841020 $250290.00 $250.290 00 $250.290.00 $5,000.00 65.000.00 $240,290.00 FROM Fund/Account/Centers 1 GRO3 538070 084840010000 Submitted for City Manager's Office bv: Charles Daniels (6199) Originating Department Head: Gleniece Robinson (7706) Additional Information Contact: Sheila Scullock (7708) $250.290 00 http://www.fortworthgov.org/council_packet/mc_review.asp?ID=20005&council... 7/22/2014 M&C Review Page 3 of 3 ATTACHMENTS REC2and3- 84FY14LIBRARYILS AO2014 .docx REC4 - 84FY14LIBRARYILS AO2014 .docx http://www.fortworthgov.org/council_packet/mc_review.asp?ID=20005&council... 7/22/2014