POLARIS INTEGRATED LIBRARY SYSTEM CONTRACT FOR CLEARWATER PUBLIC LIBRARY SYSTEM
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INTEGRATED LIBRARY SYSTEM
CONTRACT
February 1, 1999
City of Clearwater
(for use at Clearwater Public Library)
PO BOX 4901 · SYRACUSE, NY 13221-4901
1-800-272-3414 · FAX 1-315-457-5883 · http://www.gaylord.com
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THIS AGREEMENT, is made between GAYLORD BROS., a division of the Croydon Company, Inc., a
corporation organized under the laws of the State of New York, with its principal place of business at 7272
Morgan Road, Liverpool, New York, party of the first part (hereinafter referred to as "Gaylord"), and the
City named below, party of the second part (hereinafter referred to as "the City").
City of Clearwater
100 North Osceola Avenue
Clearwater, FL 34615
(727) 462-6800
WITNESSETH:
WHEREAS, Gaylord has developed a computerized system (hereinafter referred to as "POLARISTM")
consisting of hardware and software for library technical services, patron services, and public access to
library databases, and is currently providing system services to libraries and the City is desirous of having
such services provided at its location;
NOW, THEREFORE the parties mutually agree as follows:
1. Definitions:
1.1. "Hardware" is defined as all equipment and products including, but not limited to, the (a) computer,
disk drives, tape drive( s), and interface, (b) workstations and peripherals, ~ barwand scanner( s),
decoder(s), and wand(s), (d) printers, (e) wiring and communication devices and (f) supplies for such
equipment.
1.2. "Software" is defined as POLARIS computer programs, including, but not limited to, (a) the integrated
library system software in the system server(s), and (b) the client software resident in the
Workstation(s). The Software is listed in SCHEDULE D and includes all corrections, modifications
and updates thereof.
1.3. The terms "Software" and "Software materials" in this Agreement shall also mean any machine
readable or printed material not included in the licensed programs e.g. documentation, and which is
designated by Gaylord as available under license to libraries who have licensed the program to which
those materials relate.
1.4. "Services" shall mean all services provided by Gaylord as identified in the Schedules attached herein.
1.5. The "Operational Date" shall be the day on which Gaylord and the City (following an installation
schedule mutually agreed upon by both parties and set forth under SCHEDULE K herein) mutually
declare in writing operation of the Hardware and use of the Software as purchased under this
Agreement, to be available to the City. In no event shall the Operational Date precede the completion
of any or all of the Acceptance Tests set forth herein.
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1.6. The "System" as referred to herein, is the combination of Hardware and Software as sold to the City
by Gaylord under this Agreement and which is installed at the City location(s) noted herein. For the
purposes of this Agreement, components supplied by any party other than Gaylord shall not be
considered as part of the "System".
1.7. Pursuant to section 3. Installation Schedule herein, the "Delivery Date" shall be the first day of the
month immediately following the delivery of the hardware components to the City.
2. Statistics.
Statistics set forth in SCHEDULE A, Library Statistics. include the number of titles, number of
patrons, number and type of workstations, number of locations, total items issued annually, and the
number of items in the collections at the City locations where the System is to be used. "Items" are
defined as materials circulated by the City (individual copies of books, records, cassettes, etc.). Since
Gaylord relies on these statistics to choose the type of Hardware and to set parameters of the Software,
the City agrees that its statistics as shown are reasonably correct as of this date.
3. Installation Schedule.
3.1. Pursuant to SCHEDULE K, Implementation Plan, the City and Gaylord mutually agree upon a date(s)
on which to commence installation of Hardware and Software. Upon completion of installation and
the Acceptance Tests, and following the City's written acceptance of the System, both parties shall
mutually agree to an Operational Date pursuant to Article 1.5. herein.
3.2. If, following the execution ofthis Agreement, the delivery and/or installation of the Software and/or
Hardware is postponed until after the Operational Date provided in the then current Implementation
Plan due to extensions requested by the City or the failure of the City to perform its responsibilities
under the terms ofthe Implementation Plan, then Gaylord, at its option, shall be entitled to invoice
the City for any balance due on delivery and/or installation, pursuant to SCHEDULE I, Payment
Schedule.
3.3 If, following the execution of this Agreement, the delivery and/or installation of the Software and/or
the Hardware is postponed until after the Operational Date provided in the then current
Implementation Plan due to extensions requested by Gaylord or the failure of Gaylord to perform its
responsibilities under the terms of the Implementation Plan, then the City, at its option, shall be
entitled to implement termination proceedings subject to the conditions set forth under Article 4.2
herein, and upon termination, the City shall receive a full refund of all City monies paid to, and
received by, Gaylord, up to the date of termination. Pursuant to Article 4.3 herein, Gaylord, in turn,
shall be entitled to receive payment for any services satisfactorily rendered up to the date of
termination. In the event of termination, the Software shall be returned to Gaylord or destroyed
pursuant to Article 5.1 of this Agreement.
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4. Term.
4.1. This Agreement is effective upon final signature and for an initial term ending one year from the
Operational Date. It shall then be renewed automatically for one-year periods unless the City notifies
Gaylord of its intention not to renew at least sixty (60) days prior to the expiration of the original or
any extended term. Gaylord agrees to notify the City at least ninety (90) days in advance of the
effective date of any change in fees or services.
4.2. If either party is in material breach of any of the terms and conditions of this Agreement, the
aggrieved party shall give written notice thereof, including a reasonably detailed statement of the
nature of such breach, to the breaching party. The breaching party will have thirty (30) days after
notice is given to cure such breach, or, if the breach cannot reasonably be cured within thirty (30)
days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall
commence to cure such breach within ten (10) days of notice from the aggrieved party and shall
diligently continue to prosecute such cure to completion. If the breaching party fails to cure,
commence to cure in timely manner, or diligently prosecute such cure to completion, the aggrieved
party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the
Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies
available under this Agreement, at law or in equity.
4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver,
assignee or other liquidating officer is appointed for all or substantially all of the business of either
party, or if either party makes an assignment for the benefit of creditors, then the other party, at its
option may immediately terminate this Agreement by notice to the offending party to that effect. In
no event shall this Agreement be assigned or assignable by operation of law or by voluntary or
involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignment
shall be void and in no event shall this Agreement or any rights or privileges hereunder be an asset
of either party under any bankruptcy, insolvency or reorganization proceedings.
4.4. If this Agreement is suspended or terminated by the City, then, effective upon the date of suspension
or termination, the City shall be relieved of further payment obligations, and shall be liable for
payment only for those goods and services satisfactorily received prior to the date of suspension or
termination. If the Agreement is terminated, any pre-paid maintenance fees shall be refunded to the
City to the date of termination on a pro-rated basis. If the Agreement is mutually reinstated, then the
City shall reassume its payment obligations.
5. Return or Destruction of Licensed Software.
5.1. Pursuant to Articles 4.2 and 4.3 herein, if this Agreement is terminated and the right to continued use
of the Software and Software materials under the conditions set forth herein is withdrawn, then all
Software and Software materials must be returned to Gaylord, or if so requested in writing by
Gaylord, destroyed. Within one (1) month after the date of discontinuance of any license granted
hereunder, the City will furnish to Gaylord if requested, a certification that through the City's
best efforts and to the best of the City's knowledge, the original and all copies of the Software and
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Software Materials received from Gaylord 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.
5.2. Gaylord acknowledges the City's ownership of the various databases installed upon the System. Upon
termination of this Agreement by either party, or upon conclusion of the Agreement term, Gaylord
agrees to assist the City in extracting all City-owned data from the System. Such assistance shall
include personnel time and Gaylord's best efforts, provision of documentation regarding the format
and contents of the extracted data, verification that extracted data is complete and in a form suitable
for use by the City, and other assistance necessary for the extraction of data. Such assistance shall be
provided by Gaylord at its then current rates for data extraction services, including any actual
expenses for travel to the City. The data shall include all contents of all files created, maintained, and
owned by the City, including all bibliographic data, holdings data, patron data, in-process transaction
data associated with circulation control, cataloging, acquisitions, serials control, and any other activity
or module in use by the City. Wherever standards such as MARC exist for the format of that data,
Gaylord will furnish such data in the standard format. Appropriate documentation shall be provided.
These services will not be delayed or withheld by Gaylord in the event of any legal proceeding
initiated by the City.
6. Implementation Plan
An Implementation Plan (hereinafter, "Plan"), for the project must be developed in mutual
cooperation by Gaylord and the City prior to the installation of any Hardware, Software, or
performance of services under this Agreement. The Plan, upon written approval of both parties, shall
be set forth in this Agreement under SCHEDULE K herein. The Plan must include, but is not limited
to, the following items:
identification of all required tasks;
a timeline of all required tasks;
an indication of which party is responsible for completion of each task
expected duration of each task;
a site preparation requirements checklist;
training courses;
post-implementation services;
Written approval of both parties shall be required for changes to an Plan following initial approval,
and such changes will be incorporated herein.
7. Gavlord Fees and Deliverables.
Based on the statistics in SCHEDULE A, and subject to any special conditions appended in
SCHEDULE J, Additional Considerations, Gaylord will provide deliverables detailed in the following
schedules at the fees indicated:
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SCHEDULE B: Database Services
SCHEDULE C: Hardware and Third-Party Support Software
SCHEDULE D: Polaris Software Licenses
SCHEDULE E: Services
SCHEDULE F: Hardware Maintenance
SCHEDULE G: Software Maintenance and System Support
SCHEDULE H: Summary of System Costs
SCHEDULE I: Payment Schedule
SCHEDULE J: Additional Considerations
SCHEDULE K: Implementation Plan
SCHEDULE L: Acceptance Tests
The final costs will be adjusted if the actual City statistics vary significantly from the statistics
provided, or if the City alters, by commission or omission, in any way the conditions of the
implementation.
8. Payment.
8.1. Payments for Hardware and for Software license charges shall be made in accordance with the tenns
that are set forth in Paragraph 2, SCHEDULE 1.
8.2. Payment for all other goods and services shall become due upon delivery, as set forth under Paragraph
1, SCHEDULE 1.
8.3. In accordance with the tenns that are set forth in Paragraph 3, SCHEDULE I, the City will pay
software maintenance fees quarterly in advance during the tenn of this Agreement, commencing on
the Operational Date.
8.4. Fees enumerated in SCHEDULES B through G are summarized in SCHEDULE 1.
8.5. Payment in full on all invoices is due according to the tenns of this contract or within 30 days of the
invoice date, whichever date is later. Within twenty (20) days of receipt of the invoice, the City may
serve Gaylord with written notice disputing any charge. If the dispute is not resolved within twenty-
five (25) days of receipt of said written notice, then either party may file for arbitration.
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8.6. In the event that payment is not made in full according to the specified terms, a service charge will
be added to the undisputed balance after deducting all payments and credits. For any payment
considered past due and undisputed by the City, the City agrees to pay interest at 1 % per month
(effective annual rate of 12%) on the unpaid balance or the highest rate permitted by law, whichever
is less.
8.7. If failure to pay according to the terms of this Agreement causes this account to be assigned for
collection, or causes legal action to be taken, the City agrees to pay all costs of collection incurred
by Gaylord, including court costs and reasonable attorney fees.
8.8. In the event the Operational Date is other than the first day of the month, maintenance charges will
be pro-rated accordingly. Maintenance charges are subject to change annually, commencing two (2)
years from the Operational Date and effective upon ninety (90) days written notice to the City. If the
charge for any service provided under this Agreement is increased by Gaylord, the City may, with
sixty (60) days prior written notice, terminate this agreement upon the effective date of such increase.
Otherwise the new charges will become effective upon the date specified in the notice.
9. Licenses.
9.1. Gaylord and the City agree that the following terms and conditions will apply to any City order for
Gaylord licensed Software programs that are accepted by Gaylord. Gaylord will (1) furnish such
licensed Software to the City; (2) grant to the City a non-transferable and non-exclusive license to
use the licensed Software; (3) provide Software service and maintenance, as described herein.
9.2. Each license granted under this Agreement authorizes use of the licensed Software by the City(s)
specified herein.
9.3. All licensed Software, including any subsequent updates purchased and any part thereof, may only
be used on the system server(s) or Hardware configuration purchased from, or authorized by, Gaylord,
and in such quantities as may be determined under SCHEDULE D herein. The Client Software is for
the use of the City with no implied rights to distribute beyond reasonable use for City functions.
Following Gaylord's written authorization, all licensed Software may be copied, in whole or in part,
only for use on the system server(s) or specified Hardware configuration.
9.4. The Software may be used on another single server only on a temporary basis during a malfunction
of the original server which causes the Software to be inoperable.
9.5. No title to or ownership of the Software is transferred to the City, and it remains the proprietary
property of Gaylord.
9.6. The City shall not allow the Software or any portion thereof to be reverse compiled, disassembled,
or in any way altered.
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9.7. Gaylord may terminate all proprietary licenses granted hereunder and require return of the Software
upon written notice to the City if the City fails to comply with these terms and conditions. Gaylord
shall have the right to enforce these terms and conditions against the City.
9.8. The City must notify Gaylord of the City's intention to change the designation of the location at which
licensed Software is to be used. The change of designation will be effective upon the date set forth
in the notice confirming the change in designated location furnished to the City by Gaylord.
10. The City shall:
10.1. Assume the responsibility of insuring the Hardware upon installation.
10.2. Pay all costs associated with local network communications.
10.3. Pay shipping charges for all Hardware.
10.4. Provide a full-time system administrator and a full-time PC/network administrator with Windows
and NT certification. The City shall designate no more than these two (2) key personnel for
special training in the use of the System. Should either assignment change, the City shall
promptly inform Gaylord. Training will be scheduled as mutually agreed by both parties. The key
personnel shall be Gaylord's single point of contact with the City following execution of this
Agreement.
10.5. Accept responsibility for all server operations, including, but not limited to, regularly scheduled
backups and server configuration updates. Failure by the City to administer server operations
may result in written notice from Gaylord to limit, or withhold, its maintenance services if,
following a thirty (30) day cure period, the City, in Gaylord's sole opinion, is unable to provide
a satisfactory performance level for server operations. Written notice shall identify all alleged
deficiencies in server operations. Gaylord shall resume its maintenance service when, in
Gaylord's sole opinion, server operations are resumed to a satisfactory performance level.
Gaylord's approval will not unreasonable be withheld.
10.6. Provide Gaylord with reliable remote access via a modem (the modem to be supplied either by
the City or Gaylord) to the Polaris system, sufficient to satisfy the implementation and on-
going performance requirements set forth under this Agreement.
10.7. The City agrees to accept responsibility for the data concerning the City's system profile and
system parameters that it has provided to Gaylord based on guidelines for the profile and
parameters set by Gaylord. Gaylord agrees to provide prompt written notice of any material
discrepancyofwhich it becomes aware between data provided by the City and data required for
effective functioning of the Software.
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11. Site Preparation
It is understood and agreed that the aforesaid fees do not include any site preparation or installation
costs except as described in SCHEDULE E, Services. The City shall, at its own expense, prepare
the site to house the computer hardware in accordance with the installation specifications presented
in Gaylord's Proposal or supplied to the City not less than ninety (90) days prior to the scheduled
delivery and installation date for the automated system. Pursuant to those specifications, the City shall
provide suitable electric service for operation of the Hardware and a reliable telephone connection for
remote access via modem. The modem shall be supplied either by the City or by Gaylord. The City
is also solely responsible for preparing an environment free of any and all impediments, including,
but not limited to, asbestos, hazardous materials, and/or hazardous conditions, that may interfere with
Gaylord's ability to perform a successful and timely installation of the system components. Site
preparation shall be completed by the City no less than thirty (30) days prior to the scheduled
installation date for the computer hardware.
12. Privacv of Data.
Gaylord agrees not to use patron details such as names, addresses, etc., for any purpose other than
providing requested service to the City and agrees not to transmit City data to any third party, except
as requested by the City.
13. Restriction on Modification.
The City shall not modify any licensed Software in machine readable form nor merge such Software
with other Software programs.
14. Protection and Security.
14.1. The City will take appropriate action, by instruction, Agreement or otherwise, with any persons
permitted access to licensed Software so as to enable the City to satisfy its obligation under this
Agreement.
14.2. All licensed Software materials, including, but not limited to, documentation and user manuals,
contain Gaylord proprietary information, use of which is limited by the licenses granted in this
Agreement. The City will not disclose or otherwise make available any licensed Software
materials in any form to any third party except to the City's employees, or to agents directly
concerned with licensed use of the program.
15. Warranty.
15.1. Gaylord warrants that Gaylord has the right to license the Software listed in SCHEDULE D,
POLARIS Software Licenses hereunder. Each licensed program will perform the functions set
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out in the OnLine Help in effect when shipped to the City. Gaylord agrees to make reasonable
efforts to correct all reproducible material errors in programming and discrepancies between the
OnLine Help and the actual Software performance. Thereafter, Gaylord will provide program
service and maintenance as described in SCHEDULE G, Software Maintenance and Svstem
Support. Pursuant to, but not limited by, Paragraph 15.3 herein, Gaylord does not warrant that
the operation of the licensed program will be uninterrupted or error-free or that all program
defects will be corrected.
15.2. Gaylord warrants that the City shall acquire good and clear title to the Hardware purchased
hereunder, free and clear of all liens, claims, or encumbrances from a third party. Title to the
Hardware shall pass from Gaylord to the City upon payment of the final balance due, as outlined
under Paragraph 2, SCHEDULE I, Pavment Schedule. Hardware purchased under this
Agreement will be newly manufactured, unless otherwise agreed to in writing by both parties.
15.3. To fulfill Gaylord's obligations under the warranty and acceptance test clauses set forth herein,
the City shall not install or in any way access or use (a) third-party hardware and/or software,
and/or (b) databases and networks external to the Polaris system, in conjunction with the Polaris
system, without the prior written consent of Gaylord, which consent shall not unreasonably be
withheld. Such consent is not required for any such hardware, software, databases and networks
specified and approved by both parties within this Agreement. Gaylord shall not be responsible
for correcting any adverse effects on either the performance or operation of the POLARIS
system, or on the individual components of said system, as a result of the City's use of (a) third-
party hardware or software, and/or (b )databases and networks external to the POLARIS system,
in conjunction with the POLARIS system which have not received prior written approval by
Gaylord. In such an event, when resources are available, Gaylord may provide consultation
services or assistance relating to the City's unauthorized use of such third-party hardware and
software, external databases and networks, and shall reserve the right to charge, at the then
published rate, for such services and assistance.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
16. Software Maintenance and System Support
16.1. Telephone support and updates for the Software will be provided as part ofthe annual Software
Maintenance fee. Service coverage and limitations are set forth under SCHEDULE G herein.
16.2. Software updates will be made available periodically. Gaylord shall have full discretion as to the
timing and content of Software updates during the term of this Agreement. Failure to release
Software updates during any specific term does not constitute default on the part of Gaylord
because of the continuation of the right to use telephone support and other support-related
services. Given the complexity of the library automation environment, including such factors as
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evolving standards, developmental tools, and market demands, Gaylord reserves the right to
modify its development plan for future releases for the best interests of its current customers, its
organization (from a support perspective) and future marketability.
16.3 The City is responsible for implementing updates. All mandatory updates and general release
upgrades must be installed within one (1) year of their release to insure proper program
performance and continued support. In conjunction with Section 10.5 herein, failure by the City
to install updates and upgrades within the agreed time frame may result in the termination of
program service and maintenance, or in the increase of program service and maintenance fees
where appropriate.
16.4. Each type of program service and maintenance specified will be available unless discontinued
by Gaylord upon one hundred and eighty (180) days written notice.
16.5. Gaylord reserves the right to charge at the then prevailing rate for any additional effort which
results from providing services for a licensed program altered by the City.
17. Patent and Cot>vri~ht.
17.1. Gay lord will defend the City against any claim that licensed Software material furnished and
used within the scope of the license granted herein infringe a U.S. patent or copyright and
Gaylord will pay resulting costs, damages and attorney fees finally awarded, subject to the
limitation of liability set forth below in Article 18 in its entirety ("Limitation of Remedies")
provided that: (a) the City promptly notifies Gaylord in writing of the claim, and (b) Gaylord has
sole control of the defense and all related settlement negotiations. However, if the costs and
damages attributable to a claim of infringement of a U.S. patent may exceed the limitation of
liability, the City may elect to defend against the claim provided Gaylord may fully participate
in the defense and/or agrees to any settlement of the claim.
17.2. If such claim has occurred, or in Gaylord's opinion is likely to occur, the City agrees to permit
Gaylord at its option at no additional expense to the City either to procure for the City the right
to continue using the licensed Software or to replace or modify the same so that they become
non-infringing. If neither of the foregoing alternatives is reasonably available, the City agrees
on one (1) month's written notice from Gaylord to return or destroy all copies of the licensed
program material received from Gaylord and all copies thereof, and to receive a refund for all
monies paid for said licensed Software material, exclusive of any periodic maintenance fees.
17.3. Gaylord shall have no obligation to defend the City or to pay costs, damages, or attorney's fees
for any claim based upon the City's use of licensed Software that has been altered by the City
without Gaylord's express permission and in direct breach of9.6. herein.
17.4. The foregoing states the entire obligation of Gaylord with respect to infringement of patents or
copyrights.
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18. Limitation of Remedies.
18.1. F or any claim concerning performance or non-performance by Gaylord pursuant to or in anyway
related to the subject matter of this Agreement and any supplement hereto, the City shall be
entitled to recover actual damages to the limits set forth in this section.
18.2. Gaylord's liability for damages to the City for any cause whether in contract or tort, including
negligence, shall be limited to a maximum of all monies paid for the Polaris Software, exclusive
of any maintenance fees.
18.3. This limitation ofIiabiIitywill not apply to claims for personal injury caused solely by Gaylord's
negligence.
18.4. In no event will Gaylord be liable for any damage caused by the City's failure to perform its
responsibilities or for any lost profits or other consequential, special, or indirect damages, even
if Gaylord has been advised of the possibility of such damages.
19. Waiver ofri!!hts.
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.
20. Severability.
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statue or
rule ofIaw, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected
10 any way.
21. Headines.
The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall
not control or affect the meaning or construction of any provisions of this Agreement.
22. Risk of use.
All risk of use, operation, and control are borne by the City.
23. Governin!! Law.
This Agreement shall be subject to all applicable laws of the Federal Government ofthe United States
of America and to the laws of the State of Florida. The applicable law for any legal disputes arising
out of this Agreement shall be the law of the State of Florida. The prevailing party shall be entitled
to reasonable attorney fees and costs as awarded by the court, including any action at the appellate
level.
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24. Saving Clause.
Typographical and stenographic errors are subject to correction.
25. Assignments.
Both parties agree that no sublicensing, nor assignment of their rights or interest, nor delegation of
their duties under this Agreement shall be made or become effective without the prior written consent
of the other party. Any attempted sublicensing, assignment or delegation without prior written
consent shall be wholly void and ineffective for all purposes.
26. Taxes not included.
The charges shown on this Agreement do not reflect applicable state and local taxes which may be
added to the amounts shown at the time of invoicing.
27. Whole A!!reement.
This Agreement, including appendices and referenced attachments, constitutes the entire Agreement
between the parties and supersedes all proposals, presentations, representations, and communications,
whether oral or in writing, between the parties on this subject. Neither party shall be bound by any
warranty, statement, orrepresentationnot contained herein. The signatories acknowledge reading and
agree to comply with all terms and conditions.
28. Force Maieure
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the
reasonable control ofthe performing party shall not constitute a breach of this Agreement, provided
that the delayed party has taken reasonable measures to notify the other of the delay in writing. The
delayed party's time for performance shall be deemed to be extended for a period equal to the duration
ofthe conditions beyond its control. Conditions beyond a party's reasonable control include, but are
not limited to, natural disasters, acts of government after the date of the Agreement, power failure,
fire, flood, acts of God, labor disputes, riots, acts of war and epidemics. Failure of subcontractors and
inability to obtain materials shall not be considered a condition beyond a party's reasonable control.
29. Indemnification
Gaylord agrees to indemnify, hold harmless and defend the City and its agents, officials and
employees from any liability, claim or injury, related to or caused by fault or negligence of Gaylord
employees or subcontractors.
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30. Insurance
Gaylord agrees to carry adequate insurance in all areas applicable in the execution of this project.
30.1. Gaylord shall furnish the City with evidence of valid comprehensive general liability insurance
coverage in the amount of $1 ,000,000 for each occurrence for personal injury (including death
and dismemberment) and property damage related to or resulting from shipping, installation,
operation or removal of the proposed automated library system.
30.2. Gaylord shall carry Worker's Compensation and Employer's Liability Insurance with a limit of
liability of$500,000. In the event that any work is sub-contracted, Gaylord shall require the sub-
contractor similarly to provide Worker's Compensation Insurance for all of the latter's
employees to be engaged in protection afforded by the Contractor's Worker's Compensation
Insurance.
30.3. Gaylord shall carry Automobile Liability Insurance with a combined single limit ofliability per
occurrence of$I,OOO,OOO for bodily injury and property damage.
The insurance policy shall be initiated prior to the installation of the system, and Gaylord shall furnish
to the City a copy of the insurance policy (or acceptable insurance binder) and all subsequent changes
or updates.
31. Amendments.
Amendments and modifications to all, or any part, of the Agreement and to the appendices and
referenced attachments, may be made, and shall be binding, only if in writing and signed by duly
authorized representatives of both parties.
32. Fundine
City represents that funding has been appropriated sufficient to purchase the goods and services
(excluding Maintenance Services) set forth in the Schedules attached to this Agreement.
2/1/99
City of Clearwater Contract P 13 of 35
I
I
POLARIS
x
POLARIS
IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement on the dates
set forth below.
CI
ichael J. Roberto
City Manager
OF CLEARWATER, FLORIDA
Ri a Garvey
Mayor-Commissioner
Approved as to form:
Attest:
~ ~'-
ohn Carassas
Assistant City Attorney
~
ACCEPTED FOR GAYLORD BROS.
By: ~?: ~JlI~~
Title:
President, Gaylord Information Systems
2-/1 /91
Date:
By:
Title:
Date:
2/1/99
City of Clearwater Contract P 14 of 35
POLARIS
'-..
POLARIS
1.
2.
3.
4.
Estimated Number of Patrons
Estimated Number of Items
Estimated Number of Titles
Circulation Transactions (ASCII format)
90,000
400,000
200,000
150,000
5.
Number of Concurrent Workstations/Devices/In-bound Internet
(total of categories below)
132
5.1 Staff Workstations: x 55
5.2 OPAC Workstations: x 53
5.3 In-bound Internet Users: x 20
5.4 Telephone Notification: x 4 (Staff)
Totals 132
Gaylord supplies: N/A Workstations.
Library(s) supply: 108 Workstations
6. Name and address for Central Server location:
City of Clearwater Public Library
100 North Osceola Avenue
Clearwater, FL 346 I 5
(727) 462-6800
7.
Other Locations:
Clearwater Beach Library
Clearwater Countryside Library
Clearwater East Library
Clearwater North Greenwood
2/1/99
City of Clearwater Contract P 15 of 35
POLARIS
"
POLARIS
1. Data Migration
Number of MARC Records (estimated):
Number ofItem Records (estimated):
Number of Patron Records (estimated):
Number of Circulation Transactions (estimated):
200,000
400,000
90,000
150,000
1.1 Data Loading and Indexing
$10,000
1.2 Migration of Transactions
$7,500
1.3 Migration of Patron Records
$2,500
,. ".,. " __,_".
.,..aseSel"V'i.c~s..(E~!iJD~ted)
It is Gaylord's recommendation that consideration be given to data cleanup prior to migration.
A quotation for customized work would be available upon request.
2/1/99
City of Clearwater Contract P 16 of 35
POLARIS
"
Q!y Description
System Server Hardware:-
1 Dell PowerEdge 6300
(4) Pentium II Xeon 400MHz CPUs (max 4 CPUs)
512MB memory (max 4GB)
wide mini tower cabinet, redundant cooling
redundant power supply
dual ultra-wide SCSI controller
dual channel RAID controller
CD-ROM drive
PCI SVGA graphics controller
(2) PCI ethemet 10/100 Network Interface Cards
12/24GB DA T Tape Drive
(3) 9GB ultra-wide SCSI hot-swap disks (max 618GB disk in cabinet)
HP Openview Network Node Manager
3 year next-business-day onsite parts and labor warranty
15" SVGA Monitor
1400 VA UPS
1 Async Diagnostic Modem
Sub-Total - System Server Hardware
System Server Software:-
1 Microsoft BackOffice Server License
Windows NT Server
Internet Information Server, Index Server
Transaction Server, Message Queue Server
SQL Server, Exchange Server, SMS Server, Proxy Server
112 Microsoft BackOffice Client Access Licenses
1 Microsoft SQL Internet Connector (inbound Internet)
1 Cheyenne ARC serve - Tape Backup
1 Cheyenne ARC serve SQL Agent 7days x 24hours
1 Cheyenne InocuLAN AntiVirus
Sub-Total- System Server Software
Options: BackOffice Server 24 month Right to New Version
BackOffice Client Access 24 month Right to New Version
2/1/99
$17,297
$1,481
$61
$1,713
$531
$995
$495
POLARIS
Unit
Price
Expanded
Price
$17,297
$879
$249
$879
$249
$18,425
$1,481
$6,832
$1,713
$531
$995
$495
$12,047
$386
$40 each
City of Clearwater Contract P 17 of 35
POLARIS
,
Unit
Price
Qty Description
Training Server Hardware:-
1 Dell PowerEdge 2200 Server
Pentium II 300MHz CPU,192MB memory
mini tower cabinet, ultra-wide SCSI controller
PCI SVGA graphics controller, PCI Ethernet 10/100 Network Interface Card
CD-ROM Drive, 12/24GB DAT Tape Drive
(2) 4GB ultra-wide SCSI disks,HP Open View Network Node Manager
3 Year next-business-day onsite parts and labor warranty
15" SVGA Monitor
Sub- Total- Training Server Hardware
$4,273
Training Server Software:-
1 Microsoft BackOffice Server License
Windows NT Server
Internet Information Server, Index Server
Transaction Server, Message Queue Server
SQL Server, Exchange Server, SMS Server, Proxy Server
1 Cheyenne ARC serve - Tape Backup
1 Cheyenne ARCserve SQL Agent 7days x 24hours
1 Cheyenne InocuLAN AntiVirus
Sub-Total - Training Server Software
$1,481
$531
$995
$495
Options: BackOffice Server 24 month Right to New Version
BackOffice Client Access 24 month Right to New Version
Tele9hone Notification Hardware/Software:-
1 POLARIS Telephone Notification Hardware - 4 Line
4 Microsoft SQL Access Licenses
Sub-Total - Telephone Notification Hardware/Software
$3,961
$61
POLARIS
Expanded
Price
$4,273
$4,273
$1,481
$531
$995
$495
$3,502
$386
$40 each
$3,961
$244
$4,205
2/1/99
City of Clearwater Contract P 18 of 35
POLARIS
~
POLARIS
Pursuant to Paragraph 15.1 herein and subject to the terms and conditions of this Agreement, Gaylord will grant
non-transferable and non-exclusive licenses for the following Software for use by the City.
POLARIS@ Integrated Library System:
Maximum allowable Servers -
Maximum allowable Clients -
1
132
1.
Server Software
$50,000
# of Servers -
2.
Client Software
$122,850
# of Clients 132
Staffx 55
OPAC x 53
Inbound Internet x 20
Telephone Notification x 4
3.
Polaris Report Writer - Crvstal Info
$613
# copies Crystal Info Desktop Client
# copies Crystal Info Report/Query Client
2/1/99
City of Clearwater Contract P 19 of 35
I
1
POLARIS
"
POLARIS
1. Consultation/Workflow Analvsis/Training
On-site services are charged in whole days at $1,000 per trainer per day. Actual travel and living expenses will be
charged. Consulting Sessions require the participation of representatives from each of the libraries' administrative
units involved or effected by the training process. In addition to the requirements set forth in Section 10.4 herein,
prior training on Windows 95, Windows 97 and/or Windows NT is required for all trainees. Recommended number
of trainees per session is shown in parenthesis. Training materials will be provided for each session.
Polaris System Administration: (Prerequisite - Windows NT Operations)
1 Days Consulting
2 Days On-site Training (3 trainees)
$1,000
$2,000
Public Access: (Prerequisite - Familiarity with Browsers)
1 Days Consulting
2 Days Train-the- Trainer Option (8 trainees)
$1,000
$2,000
Circulation and Patron Services:
1 Days Consulting
4 Days On-site Training (10 trainees)
$1,000
$4,000
Cataloging: (Prerequisite - MARC, AACRII)
1 Days Consulting
3 Days On-site Training (1 0 trainees)
$1,000
$3,000
Serials and Acquisitions:
2 Days Consulting
4 Days On-site Training (5 trainees)
$2,000
$4,000
Reports Production and Management:
1 Days Consulting
1 Days On-site Training (5 trainees)
$1,000
$1,000
t()tal;'!c:ollsultatioDI\V oJ-know AIlalysis/Training-23j)a
'"... .11llated.~xpeDses . m ,
(c)lllyactual e.xpenses will' be charged)
'L$23,OQ()
'$1.0,OO()
2/1/99
City of Clearwater Contract P 20 of 35
POLARIS
)
"
POLARIS
2. Installation.
2.1. Installation service is limited to the installation of all Server Software and the staging of all Server
Hardware purchased under any Agreement between the City and Gaylord Information Systems. Said
service will be perfonned at Gaylord's offices by Gaylord technician(s) who will test all Server
Hardware and will load and test all Server Software purchased under any Agreement between the City
and Gaylord Infonnation Systems at the rates set forth below
3.1.1 System Server Software Installation and Setup:
@3,600 per server
$3,600
3.1.2 Training Server Software Installation and Setup:
@1,800 per server
$1,800
3.1.3 Telephone Notification Server Software Installation and Setup:
@1,800 per server
$1,800
Optional Installation Service
Polaris Client Software:
On-site installation of Polaris Client Software is an optional service offered by Gaylord at $1,000 per day per Gaylord
technician + actual expenses. This can be contracted for on a "per diem" basis whereby Gaylord staff will train the staff
of the City to perform the necessary installation procedures. Should the City elect to self-install the Polaris Client Software,
telephone consultation with Gaylord technicians will be charged @200.00 per hour, with a minimum charge of one hour.
Server Hardware:
On-site installation of server hardware is an optional service offered by Gaylord at $1,000 per day per Gaylord technician
+ actual expenses.
2/1/99
City of Clearwater Contract P 21 of 35
POLARIS
"
POLARIS
GA YLORD agrees to provide and the City agrees to accept service at the installation location(s) in SCHEDULE A for
the items of Hardware shown below or on attached addenda in accordance with the attached Hardware Maintenance
Terms and Conditions. Telephone diagnostic service is available during the following hours: 8am - 6pm, Monday
through Friday. All hours are Eastern Time.
Line
No. Q!y
1.1 1
1.2 1
3.1 1
4.1 1
5.1 1
5.2 1
6.1 1
Hardware Annual
Description Payment
Dell PowerEdge 6300 (4) Pentium II Xeon 400MHz CPUs (max 4 CPUs) $0.00
512MB memory (max 4GB),CD-ROM drive
(2) PCI ethernet 10/1 00 Network Interface Cards, 12/24GB DA T Tape Drive
(3) 9GB ultra-wide SCSI hot-swap disks (max 618GB disk in cabinet)
15" SVGA Monitor
1400 VA UPS
Async Diagnostic Modem
Dell PowerEdge 2200 Server,Pentium II 300MHz CPU,192MB mem
PCI Ethernet 10/100 Network Interface Card
CD-ROM Drive, 12/24GB DAT Tape Drive
(2) 4GB ultra-wide SCSI disks
15" SVGA Monitor
POLARIS Telephone Notification Hardware - 4 Line
Server
Communication Boards
Type
Maint
DOS/36
$0.00
$0.00
Mil 2
Ml24
$0.00
DOS/36
$0.00
Ml12
$0.00
$0.00
DOS/36
M
Type of Maintenance:
DOS/36 Dell onsite service with three (3) year service warranty commencing on the Delivery Date.
M/12 1 year Manufacturer Warranty, City pays cost of shipping. No replacement equipment while at repair. Commencing
on the Delivery Date.
M/24 2 year Manufacturer Warranty, City pays cost of shipping. No replacement equipment while at repair. Commencing
on the Delivery Date.
M Manufacturer Warranty.
2/1/99
City of Clearwater Contract P 22 of 35
POLARIS
'"
POLARIS
1. Telephone diagnostic service: is available during the following hours: 8am - 9pm, Eastern Standard
Time, Monday through Friday, excluding standard Gaylord holidays. Emergency referrals from
Gaylord's Operations Center to on-call personnel will be available 24 hours per day, 7 days per week.
Emergency assistance is limited to work in correcting problems which impact critical functionality
of the system. Software service calls that cannot be solved immediately will be referred to specialists
within the Operations Center.
2. Software maintenance covers:
2.1. trouble-shooting of any POLARIS Software related problem;
2.2. provision of updates to the latest version of the POLARIS Software;
3. Service limitations:
3.1. no on-site software support service is included under this Agreement. Anyon-site service requested
by the City will be provided at Gaylord's per-call rates and terms then in effect.
3.2. service will not be provided as a result of:
fault or negligence on the part of the City;
operator error that deviates from standard operating procedures as described III the
documentation;
3.3. software support service does not include:
Server operating systems;
PC operating systems;
3rd party PC software;
PC trouble-shooting;
4. Software Maintenance Fees:
Quarterlv
4.1 POLARIS@ Server Software
4.2 POLARIS@ Client Software
4.3 POLARIS@ Crystal Report Writer
$1,875
$4,606
$23
al1t~rlYSoftwareSubscriptionand Maintenance
cll.cillg()n tbeOperationa.l Date:
2/1/99
City of Clearwater Contract P 23 of 35
POLARIS
'-..
POLARIS
System Costs
Purchase Price
Database Services (SCHEDULE B)
$20,000
Hardware and Third-Party Support Software (SCHEDULE C)
$42,452
POLARIS Software Licenses (SCHEDULE D)
$173,463
Services inc. estimated expenses (SCHEDULE E)
$40,200
,<
TAE:: SYSTEMCQSTS,immm.:.
NTCUSTOMERDISCOlJ:NT,
2/1/99
City of Clearwater Contract P 24 of 35
POLARIS
~
SCHEDULE I
1. Payment on Delivery
1.1. Database Services
(SCHEDULE B) <estimated>
1.2. Services (inc. estimated expenses)
(SCHEDULE E)
2. Payment for Hardware and Software.
Sub-Total Costs (SCHEDULE C and D)
Less Discount
Total Costs - Hardware and Software
Payment for these costs to be made as follows:-
25% upon signing the Agreement
60% upon completion of hardware/software delivery
15% upon Operational Date
$35,478.75
$85,149.00
$21,287.25
POLARIS
$20,000
$40,200
$215,915
($74,000)
$141,915
OUARTERL Y ANNUAL
3. Periodic Payments to Commence on the O~erational Date
3.1. Software Maintenance and System Support
(SCHEDULE G)
$6,504
$26,016
2/1/99
City of Clearwater Contract P 25 of 35
POLARIS
~
POLARIS
1. Returned Goods Authorization.
1.1 Hardware mistakenly configured or shipped by Gaylord may be picked up by Gaylord and a full
credit will be applied to the customer's account.
1.2 Hardware mistakenly ordered by the City may be returned prior to installation and within 30 days of
sale. If the material is in it's original packaging and fit for resale as new, the City's account will be
credited for the selling price less a 20% restocking fee and less any shipping and handling charges.
The City must obtain a Returned Materials Authorization number and ship the material at their own
expense, including insurance for the replacement value of the equipment. If material is lost in
shipment, the City remains liable to Gaylord for the full purchase price as invoiced and must collect
from the carrier or insurer. If material is shipped to Gaylord without a Returned Goods Authorization,
an additional tracing fee of$200 will be deducted from the value of the return. Ifmaterial is returned
in a condition that prevents its resale as new equipment, the City will receive credit only for the value
of the equipment as determined by Gaylord for use as maintenance spares or for sale as used
equipment. The value will be adjusted by all restocking fees that would apply for an authorized
return. Custom products, such as barcode labels, are not returnable.
2. The City will be responsible for purchasing, installing and maintaining the other hardware
components necessary, including but not limited to: network components, PC Workstations,
Scanners, Printers, and cables. The City will also be responsible for installing all Client software on
the PC Workstations, with telephone support and consultation available from Gaylord technicians at
$200.00 per hour, with a minimum charge of one hour. On-site installation of Client software is an
optional service offered by Gaylord at $1,000 per Gaylord technician per day, plus actual expenses.
This can be contracted for on a "per diem" basis, whereby Gaylord technician(s) will train the City
staff to perform the necessary installation procedures.
3. In compliance with the "Year 2000 Information and Readiness Disclosure Act", October 19, 1998,
the following statement constitutes Gaylord Information Systems' Year 2000 Readiness Disclosure.
YEAR 2000 READINESS DISCLOSURE
The majority of Year 2000-related problems will most likely be caused by the storage and handling
of date-related data when the calendar year is represented as a two-digit number. Under this widely
used method, the year" 1995" for example, would be stored and manipulated in records and data files
as "95," the year "1984" would be stored and manipulated as "84," the year "2000" would be
represented as "00," 2007 as "07" and so forth. These two-digit dates exist in an almost incalculable
number of records in existing data files used by many, many applications on a wide variety of
computer platforms. In some instances, even when a four-digit number is used to represent the year,
application logic ignores the first two digits that represent the century, i.e. "19" or "20," and still uses
a two-digit date in the data file. The problem with the year 2000 being represented as "00" is that any
2/1/99
City of Clearwater Contract P 26 of 35
POLARIS
~
POLARIS
calculations then interpret 2000 (00) as earlier or less than 1999 (99), and consequently could
inaccurately report the resulting data. Year 2000 (Y2K) compliance of computer systems reassures
the library staffthat their own experience will see no adverse impact once loan periods, due dates,
standing orders, acquisition records, serials ordering and claiming, and community information data
begin to require dates in the year 2000 and beyond.
Gaylord Information Systems and Year 2000 Compliance
Gaylord Information Systems (GIS) has concluded Y2K-compliance testing of its principal software
products. Ancillary products and services are in the final phase of testing. Please note that while our
testing is inclusive and thorough, no form ofY2K-compliance testing can detect potential problems
with all hardware platforms, operating systems, and BIOS releases.
Polaris™
Polaris was developed as a Y2K-compliant application. Polaris incorporates an 8-byte floating-point
number that simulates the Julian dating concept. The Polaris DATE-type is zeroed at midnight
December 30, 1899, and cumulates all successive days. Microsoft's SQL Server, on which Polaris
relies heavily for database and analysis processing, uses a similar dating concept. Polaris and SQL
Server can represent any date and interval between 1899 and 9999.
Caveat
As a software developer, GIS cannot be responsible for specific third-party hardware, software or data
sources that fail to meet Y2K-compliance standards. We are however committed to making our
customers' transitions as easy as possible, and we will remain vigilant for problems in libraries using
the several GIS products.
2/1/99
City of Clearwater Contract P 27 of 35
POLARIS
,
POLARIS
Upon (1) selection of Gaylord Information Systems (GIS), (2) completion of contract negotiations, and (3)
contract approval by both parties on , the City and Gaylord (GIS) will develop a mutually
agreeable Implementation Plan (IP) based on the events described herein.
Event No. Responsible Party Days from Contract Description of Event
Signing
1 GIS/CITY 0 Contract signed
2 CITY o - 1 00 Site preparation period
3 CITY 3-7 Test data extraction
4 GIS 8-9 Implementation visit by Project Manager
5 GIS 14 Order hardware
6 GIS 110 - 113 Stage hardware at GIS
7 GIS 114-115 Install Polaris Software at GIS
8 GIS 116-117 Load and index test databases
9 GIS/CITY 129 - 133 Review test load - analyze results
10 GIS 134 Ship hardware
11 CITY 140 - 141 Install hardware
12 CITY 142 - 145 Install client software
13 GIS/CITY 150-210 System training
14 CITY 211 Final data extraction and ship data to GIS
15 CITY 213 - 243 System acceptance testing
16 GIS 213 - 223 Final data processing
17 GIS 224 Ship final data to CITY
18 GIS 225 - 226 Load final data
19 CITY 227 Live on Polaris
20 GIS/CITY 244 Declaration of Operational Date
2/1/99
City of Clearwater Contract P 28 of 35
POLARIS
""
POLARIS
Accepted for the City
Accepted for Gaylord
By signing above, both parties accept their respective responsibilities, both individually and collectively, to the successful
implementation of Polaris, as defined by the schedule of events set forth in this Implementation Plan. Both parties
acknowledge that (a) they will make their best efforts to fulfill their responsibilities within the agreed-upon time frame,
and that (b) they will conduct regular review sessions of the Implementation Plan and, if necessary, make changes that
are mutually agreeable to both parties.
2/1/99
City of Clearwater Contract P 29 of 35
POLARIS
"
POLARIS
1. TESTING. ACCEPTANCE. AND REMEDIES
In order to ensure that the City has received the value and functionality required, the City will conduct with Gaylord's
assistance and support, a suite of tests over a period commencing upon the installation of the Hardware and ending
no later than forty five (45) days from the completion of the final training session, or as otherwise agreed by both
parties, which tests shall verify that all modules or equivalent of the system function as agreed. The tests shall be as
follows: Software Functionality,HardwareFunctionality,Database Load, and Response Time. Further, the City retains
the right to repeat tests to ensure that the ongoing operation of the system meets required parameters. The actual
scheduling and sequence of tests will be included in final contract Implementation Plan. Upon the successful
completion of all the tests set forth under SCHEDULE L herein, the City will notify Gaylord in writing of its'
acceptance of the System, and pursuant to Article 1.5. herein, both parties shall mutually agree to an Operational Date.
2. SOFTWARE FUNCTIONALITY TEST
The purpose of the Software Functionality Test is to verify that the functional capabilities of the Software perform
as specified in the OnLine Help in effect when delivered. The Software shall be the version in general release at the
time of installation, and no customization shall be permitted until after the Operational Date.
2.1 Timing and Sequence of the Test:
2.1.1 Testing will coincide with the implementation of the various modules or equivalent and shall occur
during or immediately after the training session for the module.
2.1.2 Training and testing will not occur until after the Hardware Functionality Test has been passed and
sufficient software and data have been loaded to permit training and the test to be effectively performed
on a live City database
2.1.3 Verification of the attached functional checklists will occur during the training sessions.
2.1.4 In no event shall the Software Functionality Test extend more than forty-five (45) days from the
completion of the final training session and completion of migration of the City data (as specified in the
Implementation Plan). All testing will be performed on the live City database. During the testing period,
the City may verify other functions which Gaylord's documentation indicates the software will perform,
and, pursuant to 2.2.3 below, submit any exceptions to Gaylord in writing.
2.2 Testing Methods:
2.2.1 Prior to training, the City shall designate the system administrator as authorized to indicate acceptance
of the functional checklists attached.
2.2.2 During training the system administrator shall initial the functional checklist for features observed and
operational.
2/1/99 City of Clearwater Contract P 30 of 35
POLARIS
,
POLARIS
2.2.3 Functions which do not operate properly shall be noted and reported in writing to Gaylord
2.2.4 Gaylord shall clarify and resolve all reported problems within thirty (30) days of receipt of report. Within
seven (7) days of receipt of notice of resolution from Gaylord, the City shall retest the function and
confirm that the function has or has not been resolved.
2.2.5 All software functionality tests will be conducted from a City-provided workstation connecting to the live
City databases.
3. SOFTWARE FUNCTIONALITY ACCEPTANCE
The Software Functionality Test for a given function will be successfully completed, the software formally accepted
in writing, and the obligated to pay the relevant invoice(s) when:
3.1 Each function of the appropriate functional checklist is operational, and
3.2 Each problem properly reported through the end of the test period has been resolved.
3.3 A copy of the functional checklist, appropriately initialed and signed by the City has been forwarded to Gaylord.
3.4 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 Gaylord, in writing, of such
a decision.
4. SOFTWARE FUNCTIONAL ACCEPTANCE BY DEFAULT
In the event that, if at the conclusion of the test period, and pursuant to 2.2.3 herein, the City has failed to inform
Gaylord in writing of any functions which do not operate as specified in the OnLine Help, then the Software
Functionality Test will be considered successfully completed and the City obligated to pay the relevant invoice(s).
5. SOFTWARE FUNCTIONAL CHECKLIST
The following features are part of software functional testing, and each will be tested or conducted during the test.
· General Features
· Searching Capabilities
· Data Entry and Editing
· Bibliographic/item File and Maintenance.
· Bibliographic Interface Software.
· Authority Control.
· Inventory (Circulation).
· Checkout (Circulation).
2/1/99
City of Clearwater Contract P 31 of 35
POLARIS
"
POLARIS
. Renewal (Circulation).
. Circulation/Management Reports (Circulation).
. Check-in (Circulation).
. Fines and Fees (Circulation).
. Notice Production (Circulation).
. Holds (Circulation).
. Recalls. (Circulation).
. Patron File (Circulation).
. Booking.
. Portable Backup Units.
. Report Writer.
. Acquisitions.
. Serials.
. Electronic Databases.
. Gateways.
. Z39.50 Server
6. SOFTWARE MODULE TEST REMEDIES
In the event that the software module tests do not fall within the guaranteed parameters, and Gaylord 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:
6.1 Grant Gaylord further time to resolve the problem, or
6.2 Set up a conference call with the City system administrator or his designee, Gaylord's Project Manager for the
City System, and Gaylord's Manager for Customer Services, and-
6.3 If the resolution is not underway within two (2) business days from the conference call in 6.2 above, set up a
conference call between the President of Gaylord Information Systems and the City system administrator or his
designee, or
6.4 If the issue is not being resolved after one (1) week from the call in 6.3 above the City may require a visit from
Gaylord to directly address the problem, at Gaylord's expense, or
6.5 Accept the solution as is and upon negotiating satisfactory terms pay the appropriate invoices.
6.6 These remedies shall be non-exclusive remedies in the event Gaylord is unable to pass any Software Functionality
Test within ninety (90) days of commencing the test, and the City may have additional remedies under law.
2/1/99
City of Clearwater Contract P 32 of 35
POLARIS
"
POLARIS
SCHEDULEL
7. RESPONSE TIME TEST AND PROCEDURES
The Response Time Test is intended to demonstrate that the System is capable of meeting the performance standards
as defined in Table 1 herein at user workstations under full load conditions.
Table 1.
Response Time Table for Library System (all values are equal or less requirements)
Response Time Requirements
Type of Transaction
Normal Load
Average Response
In Seconds
Peak Load
Average Response
in Seconds
Check-out 2
Renewal 2
Check-in 2
Fines Processing 2
Bib file query/update 3
Holding file query/update 3
Patron file query/update 3
Holds placed 2
Searches:(limited to access to locally mounted data via local area network
and excluding Internet Access)
-Key Word within an index 2
-Key Word Boolean 5
(Title, Subject, etc)
-Numeric 2
(LCCN, ISBN, etc.)
-Authority Searches 3
(Author, Subject, etc.)
Acquisitions Ordering 5
Serials Check-in 5
3
3
3
5
5
5
5
4
3
8
3
5
8
8
7.1 A Response Time Test may be requested by the City anytime within five (5) years of the completion of the
implementation as a means of verifying the performance standards set forth above.
7.2 The test may be performed for normal and/or peak load conditions. The transaction load on the system may be
achieved by actual City library activities or scripting transactions at a rate to simulate either load level.
2/1/99
City of Clearwater Contract P 33 of 35
POLARIS
,
POLARIS
7.3 During the Response Time Test, access to the System should be limited to those workstations directly connected,
or connected via a local area network, to the central server. Access via the Internet must be excluded.
7.4 The City will provide workstation operators and people acting as data recorders. The operators shall perform the
workstation functions and tally the number of transactions completed. The recorders will clock and record the
response times for each transaction at selected workstations.
7.5 Each test shall last for at least 30 minutes. No test shall be deemed valid unless a minimum of 50 timings were
performed at the selected workstations for each type of transaction.
7.6 Both Gaylord and the City may provide inspectors to verify the accuracy of the activities of the operators and the
recorders.
7.7 Prior to the commencement of the test, Gaylord shall provide, with the assistance of the personnel, such training
as shall be necessary for the workstation operators and the recorders to perform the activities herein described.
7.8 Response time shall be the interval oftime between the moment when the operator at a workstation completes
the input of a command or data by pushing the "return" key or by completing a label scan, as applicable, and the
commencement of meaningful response from the workstation indicating either the result ofthe transaction or the
readiness of the workstation to accept further data or the next transaction.
7.9 All records and logs made during the test shall be available for inspection by representatives of Gaylord and the
City during and after the test.
7.10 Transactions with multiple steps shall include timings for each step. The average response time is computed
by summing the response times for all steps for a given type of transaction and dividing the total by the
number of timings.
The Response Time Test shall be successful if:
7.11 Response Time is within the parameters of Normal Load and Peak Load as shown in Table 1.,
and
7.12 All transactions complete successfully, e.g., no hung workstations.
7.13 Gaylord shall bear its own expenses for the performance of a warranty Response Time Test if the test is
unsuccessful. In the event the City requests a Response Time Test and the test passes, the City shall pay
Gaylord's expenses.
8. RESPONSE TIME TEST REMEDIES
8.1 In the event that the response times do not fall within the parameters defined under Table 1, then Gaylord shall
be so notified in writing by the City, and both parties shall work together to formulate ajoint plan to eliminate
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Acceotance'Tests (continued)
the various subsystems and components from the test process with a view to determining (a) the cause of the
response time failure, and (b) the party responsible for curing the failure.
8.2 In the event that both parties mutually concur that such a response time failure relates to the System, or
components of the System, as supplied by Gaylord under this contract, then Gaylord shall provide the City with
a formulated plan for problem resolution within five (5) business days of such mutual concurrence. In all other
cases of Response Time Test failure, Gaylord shall provide and charge for such assistance to the City as both
parties deem necessary and appropriate for the resolution of such a failure.
8.3 Following implementation and completion of Gaylord ' s plan for problem resolution, the Response Time Test shall
be repeated and the results evaluated pursuant to the guidelines set forth under Table 1 herein.
8.4 These remedies shall be non-exclusive remedies in the event Gaylord is unable to pass any Response Time Test
within ninety (90) days of commencing the test, and the City may have additional remedies under law.
9. HARDWARE FUNCTIONALITY TEST
The Hardware Functionality Test will be performed by City staff immediately following the successful installation of
sufficient equipment to load the City data and commence initial on-site training. This examination will include the
following tests as applicable for equipment supplied by Gaylord:
9.1 Central Processing Unites) diagnostic test.
9.2 Memory unites) diagnostic test.
9.3 Disk storage/controller unites) diagnostic test, including the writing of a disk file, the reading of a disk file, and
the erasure of a disk file.
9.4 Magnetic tape drive units( s) diagnostic test, including the writing of a file to tape, the reading of a file from tape,
and the erasure of a tape file.
9.5 Complete backup and restore of the system.
9.6 Telecommunications unites) diagnostic test.
9.7 Power loss/failure test.
10. DATABASE LOAD TEST
Pursuant to the services set forth under SCHEDULE B Database Services herein, on completion of said services by
Gaylord, the City may, at its option, selectively test data and patron files. Such testing may be conducted in
conjunction with the Software Functionality testing, and in any event, should not extend beyond the completion date
of the Software Functionality Test.
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