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HomeMy WebLinkAboutContract 45777 CITY 8EC!!!LAWj COMUCT Ito. Pol ---J 'ARIS R Integrated Libra r System AGREEMENT FOR VIRTUAL PRIVATE CLOUT) SERV°IaCES July ", 2014 City of Fort Worth Fort Wort, T At Polaris Library Systems PO BOX 4903 • SYRACUSE, NY 1.3221-4903 1-800-272-3414 • FAX 1-315-457-5883 • http://www.polarislibrary.com OFFICIAL E TIC°"U CITY SE,CRE MY FTC WORTH,TX Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 1 of 58 POI... THIS AGREEMENT, is made between GIS Information Systerns, Inc. doing business as Polaris Library Systems, a wholly owned subsidiary of PLS Solutions, Inc. a New York corporation, with its principal 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 're :as, for and on behalf of Fort Worth Library (hereinafter referred to as "bLIBRARY"). Each entity may be individually referred to as"PARTY" and collectively as "PARTIES." til ITNESSETTE: HEREAS, Polaris has developed a computerized integrated library system (hereinafter referred to as "Polaris ILS"S) consisting of hardware, software and related services, and offers said system in a virtual private cloud environment, and the CTry intends to purchase such related. services and to license such software in said environment and to share such services with the LIB RY's collaborat.irrg libraries in an arrangement referred to as MetrOPAC. NOW, THEREFORE the parties mutually agree as follows, 1. Definitions 1.0 `Acceptance Tate" 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, tat the use of the Polaris ILS as purchased under this Agreement has been accepted byte 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°l "Acceptance Tests" shall mean the tests set forth under Schedule Ci herein, and shall comprise tests of Software Functionality and Database Load. 1.2 "Dedicated Virtual Cloud Services" shall mean the LIB ERY'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 an" 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 tot the hardware and software, including, but not limited to, those components that enable access tote :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 C:°I"ICY as part of is 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 autornated library system services from the LIBRARY..ARY. Members share the integrated library Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 2 of 58 ........... ........ POLMS 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 to of this Agreement provided that the performance thereof is not thereby caused to degrade. For purposes of Schedule 0, the to "network" shall refer to the CITY's network. 10 8 "On-Going Virtual Private Cloud Services"', also referred to as "VPC", shall refer tote on- going services listed and set forth under Schedule B herein and which may be modified, added to, or replaced during the to of this Agreement upon mutual written consent of both PARTIES. 1.9 "One-Time Services" shall refer tote 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 to 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 tote 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 inaterials relate. 1.14 "Production System" refers tote hardware environment which houses the Polaris ILS applications and LIBRARY database that is used for real-time operations of the LIBR AR Y'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 tote hardware environment which houses a secondary version oft LIBRARY's database that may be used for testing/traming purposes. 1.1 8 "'Third party" all refer to any individual or entity other than the PARTIES t o t his Agreement Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 3 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 IL S 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 o f t he LIBRARY's beginning operation with a systern or arrangement to replace Virtual Private Cloud Services, the CITY will furnish to Polaris if requested, a certification that through the best efforts and tote 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 forte 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 Tenn of this Agreement, and thereafter, any increases shall be made no more frequently than annually on the renewal date oft is Agreement and equal to or less than CPT or 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 Tenn 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 tote terms of this Agreement as specified in Schedule D.I 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 chai-ge. 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 DA 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 ............._1__.__............................. ............ ...........­­­ .......­­­........ _ ........ ._..w.._.........._..........__.a............. ........ p(A.ARIS an ongoing fee, Polaris shall provide the CHN with ninety (90) days written notice of any such offer, 6.6 For Polaris Software purchased during the Implementation Phase of this Agreernent: - 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 Sollware purchased after the,keep tance.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 7. Licenses 7.1 Polaris hereby grants to the CITY a non-transferable,non-exclusive, and non-sublicenseable license during the to of this Agreement to use the Polaris ILS Software, the Polaris ILS Software, Materials, and any ancillary software, solely in con junction. with the On-Going Virtual Private Cloud Services as defined in this Agreement, including uses by the Metr()PACs. It is declared that the CITY shall have no fight to use the same for any other purpose or at any other time. Polaris hereby grants such license for the C 1TY to use the Polaris ILS Soliwaxe, the Polaris ILS Software Materials, and any ancillary software on CITY-provided on-premise 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 Soil ware 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 infortnation, use of which is limited by the licenses granted in this Agreement. Except as specified tinder article 7.5 herein, the CITY shall not allow.the Polaris ILS Sollware 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. 'Me 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 C'ITY' may customize Software Materials arid on-line help files, but Polaris disclaims any responsibility for the maintenance of such LIBRARY-custornized versions of Software,Materials. 7.4 As provided by Article 4 of this Agreement, Polaris may tenninate 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 f unctions and data resources and will make its best efforts to use the API for the intended purposes of allowing externally developed application: to run against the Polaris ILS database, 8. The LIB Y's Responsibilities 8.1 The CITY acknowledges the PC Workstation requirements set forth wider Schedule F.1 herein, and will assume responsibility for purchasing, ingtalling, confliguring and maintaining all other hardware Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 7 of 58 ............__............ ............................. ............................................................................................................. ............ components necessary, including but not limited to: 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 maintenwwe, • Other workstation peripherals, • 1_1ninterruptible 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 reasonab le effons. 8.2 The CITY's Library Director shall designate no more than four (4) key persormel. to act as Polaris's sole point(s) of contact with the CITY f'ollowing 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 0. 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 Sollware. 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 • Perforrn Polaris ILS system administration tasks as required • Update systern 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 ..................................... ........... .............. POtA'RIS • 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 SQ1.., 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 Agreernent. 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 tbird-party hardware/software utilized by the LIBRARY that is non mission-critical and to replicate the reported issue in that environment, 9. Site PreDaration It is understood and agreed that the One-Time Services fees do not incl.ude any costs with regard to the preparation. of the LIBRARY site or the installation of LIBRARY Equipment. The CI'I I Y 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. Privacv 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 I.JBRARY. 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 SecurLq 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 crry 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. Warrantv 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 tote Polaris Software that may be required to correct errors present at the time of delivery of the Polaris ILS or in future systern 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 on 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 forte 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 ary, 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 tote C11'Y 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 TIES® 12.3 Polaris disclaims any responsibility f o r correcting any inability by the LIBRARY to connect t o t he Polaris ILS Software as a result of the failure or mis-configuration of the I.ABRARY Equipment, Polaris may provide consultation services or assistance relating tote failure or mis-configuration of LIBRARY Equipi-rrent, 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 forte 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 in utual ly-a greed upon schedule. 12.5 Polaris represents and warrants that: - It is familiar with the IJBIZARY and its current operations and systems; Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 10 of 58 ......................................... .................... .......... POLARIS I I I It is fainfliar 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 firiancial 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 set-vice 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 forte 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 CITYs 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 oft is Agreement, Polaris hereby agrees immediately to make full disclosure t o t he 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 arid/or performance over the Internet nor over the LIBRARY's local-area and wide-area network. 13. Support 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 to of this Agreement. Failure to release Polaris ILS Software updates during any specific to 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 rnodify 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 oft e 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 ............................ ............................ .............­___...... ............... POLAMS 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 8:30A.M 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 tote designated Customer Support representatives on-call evenings, weekends, and holidays to provide 240 emergency support. lion-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 deten-nining 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 ................... -----------__ ....................___................ ................ ....... K. X 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 attomey's fees for any claim based upon the CITY's use of licensed Polaris IL S 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 tote 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, tote 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 oft is 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 forte Northern District of Texas, Fort Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 13 of 58 ................... ...................... PO, ,LARIS 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 deter fined 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-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 oft CITY. Any attempted sublicensing, 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 t o t his Agreement and intended to be a part of this Agreement as if copied in full: Schedule A® Library Statistics Schedule B: Virtual Private (Aoud Services Schedule Co Polaris ILS Software Schedule D: Cost Surnmary for Implementation Phase and Year I of Initial Term Schedule D.1 o Payment Schedule Schedule E: Integration wit Third Party Vendors Schedule E.1 n Authority, Control, RDA, FRBR, and Lexile/Accelerated Reader Processing Schedule F- Virtual Private Cloud Environment Schedule F.1: PC Workstation Requirements and Remote Desktop Services Schedule F.2: Failover/Disaster Recovery Schedule G: Acceptance Tests Schedule H: Implementation Plan Schedule 1: Development Schedule J: Costs for Adding New I.AbraTiCS Schedule K: Clarifications and Understandings Schedule L: Verification of Signature Authority Schedule M: Notification Documents Schedule N: 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 f6flowing 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. I tote Request for Proposals No. 14-0033 Next-Generation Integrated I.,ibrary 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, ate Issued December 23, 2013. 23. Force Maieure The arYand 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 perf'on-nance due to force majeure 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 AGRE ES TO INDEMNIFY, HOLD HA. LESS 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 ,AL AL 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, oft is 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 infonnation 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. of 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 performance 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. of 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 t o t his Article does not constitute a breach oft is 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 oft e Agreement to 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 forte extraction. of data. Such assistance shall be provided by Polaris at no charge tote CITY or MetrOPAC agencies if termination oft is 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 circurnstances 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 oft at 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 ("R.MA") 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 fall 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 can-not be declined or returned. 29. Polaris User Grout) 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 oft e annual fee directly to PI:aCA, which is an independent organization. 30. Non-Auvrovriation of Funds In the event no funds or insufficient funds are appropriated byte CITY in any fiscal. period for any payments due hereunder, CITY will notify Polaris of such occurrence and this Agreement shall terininate on the last day of the fiscal period for which appropriations were received without penalty or expense tote CITY of any kind whatsoever, except as tote portions of the payments herein agreed upon for which funds have been appropriated, 31. Itight to Audit Polaris agrees that the CITY shall, until the expiration oft ee (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, docurnents, papers and records of the consultant involving transactions relating to this Agreement at no additional cost to the CITY. Polaris agrees that the CI"I'Y shall have access during normal working hours to all necessary Polaris facilities and shall be provided adequate andappropriate work space in order to conduct audits in compliance with the provisions oft is Article, The CITY shall give Polaris reasonable advance notice of intended audits. Polaris 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 oft ee (3) years after final payment of the subcontract, or the final conclusion of any audit con-unenced during the said three (3) years have Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 17 of 58 ................................ .............. POLAMS 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. Independent 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 forte 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 CIT"Y 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 Cover. e and Limits (a) Commercial General Liability $1,000,000 Each Occurrence ,000,000 Aggregate ( ) 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, hinits 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 Hollows: Workers' Compensation and I:N.mployers' 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 rninirmim 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 f6llowing: (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 aqjudication language Technology coverage may be provided through an endorsement tote Commercial General Liability (COL) 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 belore the effective date of this Agreement. Coverage shall be maintained for the duration. of the contractual agreement and for two (2) years following cornpletion 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 to CITY shall include its employees, officers, officials, agents, and volunteers in respect t o t he 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 ininimum, of Thirty (30) days' n(,-)tice of cancellation, or reduction. in limits of coverage shall be provided to the CITY. Ten (1 0) days' notice shall be acceptable in the event of non- payment of premium- Notice shall be sent to the RiskManager, 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 t o t he satisfaction of Risk Management. If the rating is below that required, written approval of CITY's RiskManagernent 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 ................................................. ................................... pol� 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, Polari.s 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) band-delivered tote 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 Polaris Library Systems Attn: Charles Daniels, Assistant City Manager Attn: Jodi Bellinger 1000 Throckmorton Address: PO Box 4903 Fort Worth TX 76102-6311 City, State, Zip: Syracuse, NY 13221 Facsimile: (817) 392-8654 Facsimile: (315) 457-5883 With Copy t o t he City Attorney At same address 38. Solicitation of Employees Neither the CITY nor Polaris shall, during the to oft is 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 byte other during the to 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. Headines-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 1 I 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 instrurnent. 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 CIT Y actively supports the Immigration & Nationality Act (I A) 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 (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide CITY with copies of all I® 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 inunediately 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 to (1 0) 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 ................ .................... __................................. ............ POIAMS upon written consent of authorized representatives of of 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 byte 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 oft is Article, the words below shall have the following meaning: ("hild shall mean a person under the age of 18 years of age. ChildpornogralAy means an image of a child engaging in sexual conduct or sexual peflbrinance as defined by Section 43.25 of the Texas Penal Code. Com,1.7uler means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions byte 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 t o t his Agreement, views an image on a computer that is or appears to be child pornography, Polaris shall immediately report the discovery of the image tote CITY and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and 1,Aploited 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 (3 0) 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 tote 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 ............... PUARDS from such licensed Software, it will furnish tote 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 Soft-ware 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 (3 0) days after Polaris's distribution of new release Software t o t he CITY. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 23 of 58 ............................. ......................—.................... ............— ........... 1101ARIS IN WITNESS WHEREOF the parties have duty 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 ACCEPTED FOR POLARIS LIBRARY SYSTEMS By: ilg(m „_1 By: �)............................ Title: C�hafl.`d§ Daniels, Assistant City Manager Title: Vice-President Date: 0 Date: .......... ..........--1--.-.................. _................................... ........... ATTEST: ACCEPTED FOR POLARIS LIBRARY SYSTEMS QF F0 By: By: ............................. ............................ ........... M r a se 0 E„ City Secretary Title: lhiefT�.ipatrcrraff Officer 0 y Date: ZC ....................... APPROVED AS 0 FORM AND LEGALITY mm By: . .............. Jessica San s a Assistant City Attorney CONTRACT AUTHORIZATION: M&C: e^ Z............................ Date Approved: .......................... ............. OFFICIAL RECORD CIT"'W"' SECRETARY 5 F% WWII,TX ................. ..............-1111111111111111................--- Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 24 of 58 ............ ................— .....................-....................... ....... COI AMS _m..__ Sc f �_... J�ibK�,r Statistics 1. Estimated Number of Patron Records 568,959 2. Estimated Number of Item Records 1,678,000 3. Estimated Number of Bibliographic (MARC) Records 518,000 40 Estimated Number of Authority Records 7,745,626 50 Items Issued Annually 5,708,830 6 Staff Client Licenses 450 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 I ibrary Southwest Regional Library Butler Outreach I,ibrary Division (BOLD) Cavile Outreach Opportunity Library (COOL) Diamond ill/ is Branch East Berry Branch eSkills Library & Job Center Northside Branch Northwest Branch Ridglea Branch Riverside Branch Seminary South Branch Ella Mae Sharnblee Branch Summergien Branch Wedgwood Branch MetrOPAC Consortium. Libraries: Benbrook Public Libraj-yr Burleson Public Library Haltom City Public Library Keller Public Library Richland Hills Public Library Wat a uga Public Library Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 25 of 58 ................ ............. ..................... .......... POLARIS Schedule 113 Virtual Private Cloud Services One-Time Services Descr pt on Training • 12 days on-site training on Patron Services, Cataloging, PAC (A maximum. of 10 6 days on-site training on Serials &Acquisitions trainees allowed per on® . 3 days on-site consultation/training on ork. ow Analysis site session. Additional . 3 days SQL Reporting training in Syracuse for up to 2 Library staff charges apply for (Library responsible for all staff expenses) additional.trainees up to . 1 day web based system administration overview training a maximum of 15) . I day follow-up web training • 3 days on-site "Go I.,ive" assistance • Simply Deports webinar training . Fi°eaturelt trainin Implementation • 3 clays on-site implernentation/consultation. Services . in Star]l.ation, configuration and staging of virtual private cloud environment:, dedicated hardware and 3`d party software licenses; • project management, profiling assistance, scheduling • Remote installation.of LEAP PAC Branding • enable pre-programmed theme selection • resi:ze existing library logo (2 hour maxim --if additional time is required, that will be quoted. separately at the rate of 200/hour) Data Extraction & Extraction/Migration oft the following records from Horizon: Migration • bibliographic • authority • item • patron. . circulation records • fines and blocks records • holds records • serials records ®Serials Holdings Record,s, Issues (received, not received, claimed), Iterris, Vendors • acquisitions records .-vendor records only . (:;C)lVlMUS Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 26 of 58 ............._—.1............................ ...................... POLARIS Schedule Virtual Private Cloud Services- continued On-Going Virtual Private Description Cloud Services Server& Operating Production Server, Firewall, Domain Controller, Backup Device, System Software 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 Co-Location Services Internet Bandwidth–7 Mbps maxitnurn, Power, Cabinet Space, IP Addresses, Internet Port Technical Support Daily Polaris application support, (trouble-tickets, calls & ernail), Pol aris Upgrades (version&builds) Server Administration Data Center Network & Network Capacity; Data Center Firewall Management; 'Ferminal. Server IP Address Filters; Services Monitoring (SPIJ, 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 Dail,y__qackun& Of[site Rotation —-----..... Service Limitations– Polaris is not obligated to provide additional computing resources to SQL Reporting accommodate high-overhead jobs. Reports may be saved to a local workstation only. Service Limitations® Polaris is not obligated to provide additional computing resources to Export Express Polaris high-overhead jobs, ...................... ......... Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 27 of 58 ........... POLAIUS .......... .............. Schedule C Polaris ILS Software • Polaris IL S Database (full and documented scheina,available via.Extranet) • Z39.50 Server • SMTP Fore ail 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 • MARC validation program • Bibliographic and authority records importing interfaces • Fully integrated WYSIWYG Label Printing (see/editbefi-)re you print) • Circulation • 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) • Group holds • 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-noti Ii cation 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* Simply Reports ((Unlimited I...icense) • Collection Agency interface to Unique Management(Unlimited License) • Self-Check interface to 3 d party Self-Check its (Unlimited License) • EDI for Acquisitions Setup/Training.---Level D for authorized vendors • Polaris ) REID Interface License • Room Booking & Scheduling (Evanced—Spaces) • Polaris API (Unlimited I,icense) • iTiva TalkingTech interface (Unlimited License) • LEAP web application for staff access to the ILS • URL Detective x I • Export Express (Unlimited License) • Community Profiles me. 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 ----.................................................---.....................--............................... .............. .......------ .................. ........ .............................­­............ .............. P()LARIS 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/]aptop) or a tablet, freeing users to connect with patrons artywhere. 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 we 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 LEAP 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® I.Jnlike the Polaris Staff Client, LEAP works as well on a mobile device (tablet) as it does traditional computers, Since I...EA.P is accessed through a we 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 work.flow. • 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 ..................... ....... ....... ....... ........... ...............-1 POLARIS Schedule D Cost Summary for Implementation Phase and Year 1 of Initial Term Polaris ILS §oftware Licenses, Custom Programming, VP Services/Environment and Failover/Disaster Recovery Cost r .. � . � Polaris*ILS Server/Client Software $313,713.00 Includes: • The Polaris ILS Database • All Polaris ILS Software as described in Schedule C j • System Reports • eCommerce through.PAC (using either Payllow Link or Payments Gateway Secure Web Pay) • 2nd instance of Polaris ILS Server Software for COM V RES • Staff Client Licenses x 450 1 • Unlimited PAC access l • PolarisCk)R ID Conversion Utility(Unlimited License) � • Client Deployment Tool f I Custom Programing _One (1) Development Project (refer to Schedule I) $5,000,00 Custom Reports- ay 1 (refer to Schedule I) $12,000M AC Customization—Five (5) additional hours $1,000.00 I Virtual Private Cloud(VPQ Services & Environment $40,000.00 Failover/Disaster Recovery $25,000,00 . Sub Total $396,713.00 Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 30 of 58 POIARIS Schedule D Cost Summary for Implementation Phase and Year 1 of Initial Term - continued Polaris Services Cost .............. Data xtractiora J $15,500.00 Data Migration $4 $000.00 Authority Control, RDA, FRBR and Lexile Accelerated Reader 1-1rocessing $28,870.00 Implementation $33,200,00 Training Services $43,775.00 PAC Branding N/C Remote Installation of LEAP $2,500.00 Annual Escrow Services $975.00 Sub-Total: $1.69,820.00 Subscription Services ...................... ............ .......... ......... Integration with Overdrive: Annual Subscription Service initial cost includes implementation service char: Integration with Baker& Taylor Axis 360: Annual Subscription Service—initial cost includes implementation service chqge. NCIP integration with OCLC Navigator: Allows data exchange in support of lending and circulating material among libraries using the 0CLC Navigator resource sharing system. Year I includes i.�nstal.lation/configtiriition. i ZMARC Cataloging Record Subscription—Authority x I ZMARC Cataloging Record Subscription—Bibliographic x 1 True Serials inc. ERM Polaris Soc ia I/Ch i I ifr e s h Connections Federated Searching (EDS when available) Enhanced Data Content for PAC—Syndetic Subscription Sub Total Subscription Service(s) ............ Sub-Total: $632,128.00 Less Discount: ($391,838) Total Cost: $240,290.00 Note 1 - Proposal includes 1 year warranty on software. 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: $154,120.00 Year Three: $157,183.00 Year Four: $160,307.00 Year Five: $163,494.00 Annual costs may be subject to change based on revisions to products and services Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 32 of 58 ...................................................................................... ..........—.- ............ ...... ............................ ............... ........ MAUS Schedule E Integration with Third Party Vendors Component Integration with Overdrive: Annual Subscription Service initial cost includes _implernei Cation service charge. Integration with Baker& 'raylor Axis 360: Annual Subscription Service initial cost includes impleinentation service charge, NCIP integration with OCLC Navigator: Allows data exchange in support of lending and Circulating material among libraries using the OCI,C Navigator resource sharing system, Year I includes installation/confi guration 1 ZMARC Cataloging Record Subscription-Authority x 1 I Z MARC Cataloging Record S ubs c ripti on Bibliographic x 1 True Serials inc. ERM Polaris"So" eia i/C--h-il—if,r"e"s-,"h,-Con--nec-t"i-o-n,s",""' .......... .......... Included with Connections are: - Friending/Fol.I owing - Messaging - Reader's advisou 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* Federated Searching(EDS when available) (includes implementation& hosting -fee..N,ote: any custom,c,oiinlec,tors,that are required.will be otedatadditional cost - TBD ------- Enhanced Data Content for PAC -Syndetic Solutions ................ Component Year 1 Subscription Fee Table of Contents $2,740.00 Fiction and Biography Profiles $2,169.00 Find Similar Titles (must also buy Fiction Profile) $2,169.00 ..................... Summaries $2,740.00 ............ Cover Images j $3,311.00 Author Notes $685.00 .. ......... PWReview i n cl u des C r i ti c a s Review 2,74 0.00 LJ Review $2,740.00 SLJ Review $2,740.00 I $3,311.00 .. Video & Music 1.-._. ............ ....................... Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 33 of S8 ....................... ...................................... MARES Schedule E.1 Authority Control, RDA, FRBR, and Lexile/Accelerated Reader Processing .............. (2) (3) (4) Item Units Unit Lnit C ost LO—S I�5) (1) Application of authority control to MARC records 568,000 $.04 $22,720.00 (2) Application of RDA standards to MARC, records =568,(U( 0 Included (3) Application of FRBR. standards to MARC records =5684000 Included (4) Lexile and Accelerated Reader enrichment .120,000 $2,400000 (5) Estimated MARC authority records .7 746,e00 Q Included (6) MAR ' authority tape output; processing cost N/A (7) MARC authority tape output; tape cost for N/A reels (8) Other Costs (please Specify) — Profile Setup & Project $3,750.00 Management (9) Subtotal --Authority record and processing costs $28,870.00 Included (10 Labor for application of authority control for records Included (11) Labor for selection of close authority records for records N/A (12) Labor for processing of MARC authority tape output Included (13) Other labor costs (pleases pecify) (14) Subtotal labor costs Included (15) TOTAL All costs (Line 9 F,Line 14) $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, Y. The data center is a Tier-2 facility (ANSIMA-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 tote Data Center is provided via redundant ISPs utilizing diverse fiber connections into the facility with dynamic re-routing of data if tietwork 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 door's • Offices/common areas isolated from the data center • AC power installed to order with N+I 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 systern 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 V 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 tote servers or backup devices without Polaris advance approval and supervision. Requirements: - Reinote Desktop Connection (RDC) client version 6.1 or higher (RDP protocol/version 7 or higher); - Reliable network. connectivity with adequate bandwidth (estimated 20K,bps-30K.bps per concurrent RDC user) and low end-to-end network latency between the workstation and Windows Terminal Server; 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 usemames Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 35 of 58 .................................................................................. ...................... POLARIS .............................. ........ Schedule 'Virtual Private Cloud Environment- continued 1: . ........................... ....... 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 plsXXXXX (ie. p1scircl, 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 usemame. 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 Management 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 t o t he 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 4:00AM 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 LIBI RY 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 .................. .................. .............. POI ............................. 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 logins (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. ............ —----- q. I'S M --------- 1�4 M 2's M 3-2 M Pq 2,0 H 0.9 M 9.0 0,7 Pq M ............. ---------- ------- . .......... ...... ------------- GAS K c2 M Fl. sat run Wd Thu .................... ..................... ..........9210L.14 OLQUIA-11,'22......... ................................. ...........---....................................................... 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: 1 GB Hard Disk Requirements • Minimum: IOGB 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 Desktop 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 .................. ............................ ........ ............................................ ................................. ...................... 1101ARIS Scheilule G Acceptance]"ests ............. ................I 1® Overview 1.1 In order to ensure that the CITY has received the value and functionality specified in Pol. "s'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 'resting 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 Comporients. The Polaris Software shall be the version in general release at the titne of installation, and no custornization by the CITY shall be perinitted until after the Acceptance Date. 1.3 The tests shall be as follows: Software Functionality Database.Load 'fhe actual scheduling and sequence of tests will be as determined according to the following Schedule H, l: plemenztatioxn Plan. Immediately upon the sticeessftil 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 LO herein. ® Polaris Software Functionality Test The purpose of the software functionality test is to verify that the functional capabilities of the Polaris Software perforni substantially in accordance with the Software Materials in effect when delivered and with Polaris's response to the request for proposal. T..he Polaris Software shall be the version in general release at the time of installation, and no custornization by the cTry shall be permitted until after the acceptance date. The LIBRARY may elect to defer training and implementation on one or more specific software sub systems purchased under this Agreement until after the proposed Acceptance Date; in which event: - the LIBRARY shall so motif Polaris in writing; - training, testing and acceptance of the remainder of the Polaris Soft ware shall proceed as determined by the implementation plan., and no delay or deferment of the acceptance to will be allowed; the LIBRARY and Polaris shall agree to a revised schedule for training and implementing the specific sub-systern(s); the CITY agrees that any such deferment shall not change the conditions goveming (a) payment in full for the Polaris ILS, and(b)the warrant�y period for maintenance; Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 40 of 58 ................................ ................ ...........-..................................... .............................................. POLARIS Schedule G Acceptance Tests - continued Unless otherwise agreed to by both PARTIES, testing will take place over a period of thirty (3 0) 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 per.forin, and submit any exceptions to Polaris in writing. Testing Methods Prior to training, the LIBRARY all designate the Library Administrator as authorized to iridicate acceptability oft e Polaris Software functionality. Functions that do not operate according to specification shall be noted and imm.ediately reported in writing to Polaris. Polaris shall clarify and resolve all reported problems within thirty (3 0) 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 FuRgjjonalit: Acce t ce The Polaris Software functionality test will be successfully completed, the Polaris Software forinally 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 Functignal A L ep 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 tote 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 ..........__­­1.................................. ............ POLARIS Schedule G, __Ali c eptaj!ee 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 IJBRARY system administrator or his designee, Polaris's Implementation Manager forte 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 to 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.I herein, on completion of said services by Polaris, the I.JBRARY 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 ate® 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 CI'I I Y obligated to pay any relevant invoices, 4. Faillover/Disaster Recovery Testing Polaris will verify the viability of its F'ailover/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 ........................—........ ........ ..........I................ .................... ......... P()LARIS Schedule H Implementation Plan F. .......... ................... 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 t o t he 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 perforined by Polaris after execution of this Agreement, Date Event -....Responsible Party 13y Tuly 31, 2014 A ree�nent signed— -_ j_jtEar /Polaris To Be Detennined Initial phone d iles Polaris ementation Te .j��rj�call t�,discuss ro p_j_� Lp_prof ......... To Be Deterinined Kick-off Meetina at Polaris Polaris Implementation Team By August 10 Servers/hardware/software orders placed, 3`d Polaris Tech Team party software/Polaris licenses ­ 8 week delivery and installation time required for Dedicated Hosted Servers September 3 Identify list of 3`d party vendors and begin creating a game plan to set-up and/or test with Polaris. Septe-mber 9® 1 Site Visit® Work on profile (3 days) Polaris Implementation Team _ty_§gtember 22 Server Installation CojTplet Polaris Tech Team Librar September 25 Begin.testing of 3 rd party set-tip and settings on Library training server. The products that can be tested will be based on the 3`d party's ability to work with Polaris and Horizon at the same time. Vendors include, but are not limited to Envisionware, Bo ie, and Novelist. September 29 Implementation Profile signoff Polaris Implementation Team Library .......................................................... � t�mber 29 Test Load data extraction Polaris Data Team/Lib October I in set-up and testing of 3 M rt ven. .dors. October 6-10 Data Ma. ing for Test oad Polaris Data Team/Libras October 13-23 Test Load of Data Polaris Data Team October 24 Polaris review and test of data on server Polaris jTplementation Team 6cto_ber Polaris available—to Site_­-"Acceptance Te_st —Polaris Implementation Team Period ins. .......-....... ................... -TO--Be 6'et—ennined _Tr_a,_in_iiig System Administration via webinar (I day) October 24-- Data review and feedback to Polaris Library _J anuary12, 2015 by October 30 Set up training PCs and ensure connection to Library Polaris server. NOTE: Connection to Terminal. server via Polaris Remote Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 43 of 58 ........... ...................._­_.____.................... ....................___ .......... ............... POLARIS ----.------­­-­­­­­­-- November 3 Review progress of 3 d party vendor set-up and testing. Identify any additional. 3 d party vendors that need to be tested. ............... ........... ....... November 4-5 Training#Ia Circulation 10 people for 2 Trainer G November 4-5 Training#1b Ci rculatio n 10 people for 2 Trainer L November 6-7 Training#1c Circulation 10 people for 2 Trainer G d -pays November 6-7 Training #I d_0"r'eu-1 a t i—on 1-0 people fo r2 T r_a i n_e r–L as ............ November 10-11 Training#I e Circulation 10 people for 2 Trainer G November 10-1 Training#2a Cataloging Lite-..- 10 people for Trainer L 1.5 d ays November 1-1-12 Training#2b Cataloging Lite-, 10 people for— Trainer L 1.5 days November 12-13 I raining #3 Cataloging Full-- 12* people for 2 Trainer G November 13 Training#4a-b PACs - 10 people for 1/2 day-2 TrainerL sessions November 14 Training#4c PAC 10 Ipeolalc for dim Trainer G November 14 Training_#jd PAC 10 people pjj2da Trainer L _f �_y November 14 Library Internal Staff Training Janu 21 .............. November 17-19 Workflow#I a Workflow Analysis #1 (3 Trainer G qa November 17-18 Workflow#I b Workflow Analysis #2 (2 Trainer L TENTATIVE days) ......................... December I Review progress of Yd party vendor set-tip and testing. Identify any additional 3 d party vendors that need to be tested. ............ December I** Authority Control. processing .....Begin modified Cataloging for remainder of project. New bibliographic records added after December 1, 2014 will not have AC or done on the in the Production load. The Library is responsible for keeping track of new bibliographic records added.t o t he database after December 1. Bibliographic records modified after December I 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 i n live. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 44 of 58 ................................_...................... MARTS I ..................................................................... To Be Determined Discussion of shortening offline time December 3-4 Training#5a Acquisitions 10 people for 2 Trainer G December 3-4 Training#5b Acquisitions 10 people for 2 Trainer L days 7 ENTATIVE December 5 Training_ 6 Serials :-LIQReH!e for tjday__ Trainer G To Be Determined Training. SQL Reporting Services (3 days in acu-se) To Be Determined Training Simply Reports via webinar(1/2 0-h--e-D—et e ri,n one d 'Lrainin g Featurelt via webina.r (1/2 da ) January 5 Review progress of 3,d party vendor set-up and testing. Identify any additional Yd party vendors that need to be tested. January j2 Data Mapping siE-off By January 9 Workstation prep and testing for Polaris Library Offline; NOTE: Connection to Terminal Server via Polaris Remote APE. —__....-...... January 9 Prepare for Offline - Stop processing holds (optic�!jal, but January 15 Final Data extraction after library is closed. Polaris to Team/Library 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 c ian es in the January 16-21 Library, is offline with Polaris. NO MOR.1, Library 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. Janu4g 21-23 Go-Live Assistance (3 days)IT _janua 22, 2015 Give on Polaris -Acccptanc jest Period ends. To Be Determined EDI seta call To Be Determined Traininp, Follow-Li via Webinar (I A rill Transition to customer.s rp.,p_rt site mane PolarisIDple mentatiojLream Please note the following. • or with Third Party vendors will be added as identified. • Data extraction dates need to be confirmed with Third Party, and will be adjusted as needed. • *Training for more than 10 people per session will incur additional costs. • ** This time may change due to work being done with Backstage. Schedule will be modified when actual dates are determined. • ***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 S8 .................. RIARIS 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:- • Data extraction(if available) ranges from $7,500.00 - $12,000.00 • Data migration starts at $8,500.00> • 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 - of individual counts and cumulative coun ts. 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(minitnum 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 —------------- ............----...................... POIAFJS Schedule K Clarifications and Understandings ...................-........... .............. .................. ......... Available by CITY's DESIRED CIIANGES—and Polaris Responses December. 2014 Go Live'? Cost From April 22, 2014 Yes No I m d ability to change the item information x $0.00 displayed in the in 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 X $30,000.00 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 t o t he 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 N/A Polaris: This is current] supported. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 48 of 58 ............................ .................... ....... .............. PO,IAR)IS Fort Worth Library Priority. Point 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 dv and 5000 maximum dvds) If max is reached routes to a branch that has too few Fort Worth I.Abrary Priority 6. Ability to search vendors' databases from within X $500000/vendor Ac q module Polaris: 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 X $30,000.00 not found to Lost (packaged with #8) Fort Worth Library Priority Polaris: 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 ..................... ......... .................................. ..A'.o . Schedule =Veriflcation of Signature Authority Full Legal Name of Company: Legal Address: Services to be provided: Execution of this Signature Verification Form (""Form"')"') her say certifies that the following individuals and/tar positions have the mithority 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 reprised Form that has been properly executed by the Polarise I e Name: roVm;-a Position: 4 a i A" � �� �� .:: Signature 2, Name: Position. .. ...._.�...................._..._................ ...................._............................................_......................._... ..............__....._.. Signature 3. Name: Position: . .. ......... ....................__._........_.mm. ......... ..............._ _........_. _........... Signature _.w...... Dame;: ' .. (ryE .............. °.�..�.� /... _............_..�_......_......_.�_..................................... Signature of President. Other Title; Date: ._ . ..t ............... �M.. Execution Copy 7/9/14 City of Fort Worth VPC Services agreement Page 50 of 58 ( .mm ._ h o:Ne �... .. Not.ification Documents The following are two (2) sample documents -- notification of Live Date and notification of Acceptance Date - that will be issued by Polaris tote 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 fon-nal 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 Caineron Manager Contracts cc Implementation Manager A _o 'd—Sign—at-Lire—for—th'-"e"-L,—i"bt--ar...y'--' 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® Initial Cost Annual Cost Polaris(? Multilingual interface to PAC®-Other languages Arabic, Chinese Simplified, 17rench, Haitian Creole, $10,000.00 $2,500.00 Hawaiian, Korean, Russian, and Vietnamese, (Cost per ca. ca. language) PolarisS Outreach Services $5,000.00 $1,200.00 Polaris@ Mobile PAC $6,000.00 $1,500,00 Polaris* Inventory Manager (cost per license) $2,000.00 $500.00 Polaris* Phones Services® • Outbound $5,000.00 $900,00 • Inbound $5,000.00 $900.00 • Client Access Iicenses $4,000.00 $720.00 • Phone Services Server $7,351.00 N/A Phone Services Server must be installed at Ijbrgyjpcation Comprise SmartPAY (cCommerce) - SmartPAY is an online payment gateway for fines, fees and donations. SmartPAY is an annual subscription and must be purchased directly from $500.00 N/A Comprise. Polaris charges a one-time license fee for setup and activation within the Polaris II,S 3M Cloud Library Integration - allows patrons to discover, check out and place holds on eBooks without ever TBD TBD leaving the library's catalog - Annual Subjcr jjption fqe.. Pre-requi hose (Llaris.API Workflow Analysis—minimum 2 days on-site (includes $4,300.00 N/A expenses) .............. ........ ......... Database Synchronization Service 1 This is a custom SQL task that automates the data copy process from the Production Server tote Test/Training Server on either a daily, weekly, monthly or on-demand basis (at the libraty's discretion). This servicejs only $3,000.00 $600.00 aj Test/Trait ' Tlj�j2j(� to Iibrqrj.es with a iti) server environment. I,evel 3 Implementation available to libraries that have a complex or C I u s te re d S erve r env i ro n me nt Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 53 of 58 ..................... ............................................... ............ ............ ............. POLARIS Schedule N Optional Products and Services - continued -_P ............... ........... The following optional products and services are available. Initial Cost Annual Cost Polaris ZMARC - Cataloging Record Subscriptions Audio/Visual Only • Licenses x I —5: Annual fee per license $1 MUM()] $1,000.00 • Licenses x 6—9: Annual fee per license $900.00 $900.00 • Licenses x 10 or greater: Annual fee per license $850.00 $850.00 Optional Off-Hours Software Upgrade: Standard Off hours service $2,350.00 N/A Optional Off-Hours Software Upgrade: $2,850.00 N/A Holiday Off-hours service Additional on-site training(after Live Date) (q),1,800 per $3,600.00 N/A day including expenses (minimum 2 days) minimum Additional on-site Workflow Analysis x 2 days C 2,150 $4,300.00 N/A per day including expenses min im um 2 days) rn ini m urn Additional trainees in Cataloging training—2 additional $1,000.0o _.../ ..,.! trainees (r,250 per trainee per day (2 day session) ........... I PAC Customizations • .. .... ....... PAC Custornizations—Defined Scope Available for Custom Quote Custom, virtual private cloud or turnkey J ,)200.00/hour Quote 1 o Organization is a library systern or branch $1,000.00 per Custom o Cost based on up to 2 hours consulting and 3 hours of I organization Quote changes A v Iti le ai b for_virtual urn _'p �ivale cloud'or I key PAC Premium Custornization Package Custom Quote Custom Available for turnkey, dedicated virtual private cloud 1 minimum cost r Quote customers must be pre-approved of$5,000 00 ................ ...... 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 � $750.00 each $135.00 each _._...... ........... .. . . .. • Additional Licenses 1 $700.00 each $135.00 each • Additional Licenses 50—99 $600.00 each $135.00 each Additional Licenses 100 __. ....._ f $500.00 each $135 00 each Fusion Digital Content Management � fusion Software $9,999.00 $1,199.00 Fusion Server Hardware: • Dell PowerLd.ge '1"320, Intel Xeon 2.0GHz, 16GB rnernory, Wide Tower cabinet, Redundant Power Supply, USB Keyboard & Mouse, 7" LCD Monitor, DVD-ROM drive,No Floppy, RD 1000 Internal SA TA Backup Drive Bay, PERC:` RAID Controller,Network Adapt-5 (3) 30OGB 10 of Plug SCSI dish ern $6971 . � /A RAID , (20OGB OS/25OGB—Data), 5-Year 4-Hour Sarre Day On-Site Response 24 x7 • 3 x Dell RD 1000 1 TB Backup Media(Weekly Backup) • Microsoft Windows Server 2012 R2 (P73-06272) ! j • CA AR.CServe Backup r16.5 w/media (BAB I3 1650 OOG4) Fusion Serener must be installed locally at the Library _........_. �. _ ...... Server Staging/Remote Installation $1,750.00 1 N/A Fusion %day webinar training $600 00 /A Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 55 of 58 POLARIS Schedule 0 Network Access Agreement CITY's Net E__... . _.- 9 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 Comi-nunications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part oft is 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 Agreement. If this access is being granted for purposes of complethig 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. E] 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.Agree ment. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are et® 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty(3 0) 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 ............... ......._­.- ........................................................ ........I................. POLARTS 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 .-Rersonriq! -- 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 t h e f t of such equipment t o t he 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 ci,ry,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 inforination, (f) Polaris personnel shall not copy or duplicate electronic infonnartion for use on any non-CITY computer except as necessary, to provide services pursuant t o t his 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 terininate this Agreement at any time and for any reason with or without notice, and without penalty to the CITY. Upon termination oft is Agreeirient, Polaris agrees to remove entirely any client or communications software provided byte CITY from all computing equipment used and owned by the Polaris, its officers, agents, servants, employees and/or representatives to access the CSI rrs 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, the of Polaris-owned equipment that contains CITY- provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to ary-provided Network credentials, and unaud.-iorized use or sharing of Network credentials. Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 57 of 58 ............ POLARIS ACCEPTED AND AGREED: CITY OF FORT WORTH: POLARIS NAME: P. C' axles Daniels Name: Assistant City Manager .... ......... ....... Title: Date: Date: ATTES TTEST- Qf- Fg By - ........... . ...... . ....... . ...... ............. ... ...... .......�ti ty ecr t ...............................-........................... ................ ...................... ................ r6 000 ........................-......... ................................................ ........... .......... APPROVED S TO FORM.AND L g-- By- Assistant0t to e S®r Y M&Cw_�... n.rane re jir 60 A4 OFRCIAL RECORn' CITYSECRETARY FT. INORTH, TX Execution Copy 7/9/14 City of Fort Worth VPC Services Agreement Page 58 of 58 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT fv State of Cafifornia County of G ..._....._. ........ ....._._.._..........._..��._...._�.._....... _ _. ..........._._..._.....__.._._..._..__................... before m� ...., � . _ .._._..... _ ._.._. .._ ' B i Pi In.I R�1me wd Xokiaf of RRoea w er personally pprrl _ ._........___. _......_.. __. .... _... ..__ ..__u __ .. .... _... � _. _w Im7C," 7f,EG Pn,TMP(S) ' "S I who proved to rne on the basis of satisfactory evidence to be ttie person(s) whose name(s) Ware Ubsc b d to the wit:huu°u inStru.urnent and acknoWedged to rne that he/she/they executed the larvae m Wherlth6r authodzed cap ity(au )a and that Iby his/her/their signature(s) on the instrument the person(s), or the entity upolru b h Nf of whiff h the person(s) ct d, executed the instrument. °m certify uruder 1:11ENAUry OF PERJURY under the V of the State of °afiforr�u that the foregoing paragraph u true and correct. � �... 6 �` a I _._.........�................ ....._....._ Mace W4 ny aoW a°ud/o Sar y Above "Ignak m if I Nctary Pubic OPTIONAL r� Though the hito h d required y 9amd,ft � le to par relying the document a����d��r ���/��� � � r�� � � � r ���at 71 r �a ���h� c ri tion of Attached uu e... Title ar' Type of Doc urraerat: ...m 11 Docume� Date, Number rf Pages-­' a a ity(te ) Claimed Signer(s) V 4 Officer « � �__.."'t"kiq�� �:.... .... . "... ...� I ' rarNarr��tri u��r......... t itN � y; LI VradMrtuq [I NndVvVdup I :] Attorney VII�° �t uqed L':'I neIr�V u�n��y auu uu liil.fl��nb u,�u��e I 1 Attorney oiru �' �� qted [°:I rur�N . "tiiuri!bli�re 4 LJ 'Trustee [ :I'Trustee C] Guardian or Conservator I 1 Guardian or CC9rneR"1Pfoi` i i Other...._ ...._... ... ......�. D father: .. ..�. ............_ Vgner N s Repre of ng:...... Signer Ns Represent ng _...... ��`-�" Iy�p4 020DO Na&Ofa�uall Not-my F4swaafi'o n-9 350 De Solo Ave'u.w,ll"".Q:p.l"itvaa 2402-ChP,nnsvromRlh„R.A 9'fl 313'L"4(p2*www T Yatdo iiiak lllanMi y oraj Mm 86f 907 f�'tleroeun�a���q�u:GyaRR P�dP-f'"u�arsPt p- ky3&�� �'� view age I Of Offid f site of dw y;;tyy op,fµ,"��I11:°ryd��j:Ip'pin'�!���rth,pgg�tyTgya�^,a®p�ypas FbIMAW �'Rm"✓A:MI11I 11 CITY COUNCIL AGENDA DATE: '7/22/2014 REFERENCE C-26692 LOG NAME: 64FY14L.IBRARYILS NO. CODE: C TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of an Agreement with GIS Information Systems„ Inc. d/b/a d//a Polaris Library Systems, for the Purchase of a Next Generation Integrated Library System for the Fort 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 COUN0L. DISTRICTS) RECOMMENDATION: It is recommended that the City Council, 1. Authorize the execution of an Agreement with GIS Information Systems, Inc. / /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 tot 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 tot the General Fundy 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 of (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 Library to provide library system services to Benbrook, Burleson, (Haltom City, Keller, Richland (dills and Watagua. Collectively the group is known as the etrOPAC, This Agreement was first established in 1966 ( &C C-9463),. The Fort Worth Library( ) 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 d//a Polaris Library Systems (Polaris). The Polaris system offers the es value for the cost. Its mix of features and functions, its existing services and Polaris' vision for development are best suited to the F L's needs. The Polaris system ttp:// ®f0 rthgov.org/council_ a k t/ _r i w. ?Ifs=20005&council... 7/22/20 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 organization 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 opportunities 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 no 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 FROM Fund/Account/Centers GR03 467092 084840010000 $250,290.00 GR03 538070 084840010000 $250,290.00 21 $250,290.00 GR03 538070 084840010000 3&4) GG01 472003 0841020 $250,290.00 4)GG01 531180 0841020 $5,000.00 4) GG01 531200 0841020 $5,000.00 4) GG01 539120 0841020 $240,290.00 Submitted for City Manager's Office by: Charles Daniels (6199) Originating Department Head: Gleniece Robinson (7706) Additional Information Contact: Sheila Scullock (7708) 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 A02014 ,,docx R - 84FY14LIBRARYILS A02014 .dory http://www.fortworthgov.org/council_packet/mc—review.asp?ID=20005&council... 7/22/2014