Loading...
HomeMy WebLinkAbout2013-014 Library - Polaris for Technology Project - exit services for ILS $21,000 NORTH CAROLINA SERVICES AGREEMENT UNDER $25,000 ORANGE COUNTY THIS SERVICES AGREEMENT, is made and entered into this 19th day of November, 2012 ("Effective Date") by and between Orange County, a body politic and corporate of the State of North Carolina (the "County") party of the first part; and GIS Information Systems Inc dba POLARIS Library Systems (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: 1. TERM: The term of this Agreement shall be: 11/19/2012 through 5/31/13. 2. MAXIMUM AMOUNT PAYABLE The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this contract. The amount to be paid by the County shall not exceed $21,000. 3. SERVICES Provider agrees to provide the following services: 1. The extraction and conversion of the following library records as applicable: bibliographic, authority, item, patron, circulation transactions (fines/fees/reserves) as agreed to and noted on attachments: 1) Planning Form; 2) Planning Information; 3) Prices and Schedules; and 4) Polaris Quote Provider shall not sub-contract all or any part of the services provided for in this Agreement without prior written approval of the County. Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all Services. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. County is responsible for any data included in the records. 4. PAYMENT Provider shall submit an invoice for services provided. The invoice shall contain Provider's name and federal tax identification number and shall be signed and dated by the Provider or an officer of Provider. It shall detail all services provided in payment requests. The County will make payments to Provider within thirty (30) days of receipt of and approval of the invoice by the contracting department. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 5. NON—WAIVER Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 6. RELATIONSHIP OF PARTIES Provider is an independent contractor of the County. Provider represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed that the Provider will obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither Provider nor any employee of the Provider shall be deemed an officer, employee or agent of the County. 7. TERMINATION This Agreement may be terminated by Provider upon ten (10) days' written notice to the County, and the County may terminate this agreement upon ten (10) days' written notice to Provider. 8. INSURANCE REQUIREMENTS Provider shall obtain, at its sole expense, all insurance as required in the County's risk management policy and shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. Such insurance shall name the County as Additional Insured under both General Liability and Auto Liability policies. 9. INDEMNIFICATION Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. 10. NON-ASSIGNMENT Provider shall not assign all or any part of this Agreement, including rights to payments, to any other party without the prior written consent of the County. 2 11. ENTIRE AGREEMENT The parties have read this Services Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signatures. This Agreement shall incorporate the following attachments: See Exit Services Planning Information, Exit Services Pricing and Schedules and Exit Planning Document. 12. GOVERNING LAW Both parties agree that this Services Agreement shall be governed by the laws of the State of North Carolina. 13. NON APPROPRIATION Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. 14. DISPUTE RESOLUTION Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. IN WITNESS WHEREOF, the Orange County and the Provider have signed this Agreement, effective as of the say first written above. ORANGE COU TY PROVIDER: By: By: Frank W. Clifto , , County Manager Kcv�,�, v1�. C3EivAN-5, cFu 3 Date: C f ( � Date: - _ 1 - k <o - Kp(o-74-7 4 Federal Tax ID# Thi trument has bee ro as to technical content. Luc. da Munger, Library De rtme ector This instrument has been pre- dited in the manner required by the Local Government Bud et and Fiscal Control Act. Clarence G. Grier, Asst. County Manager and CFO Thi tru nt has been approved as to form and legal sufficiency. Ann tte M. Qoore, Cbunty Attorney's Office 4 EXIT SERVICES PLANNING INFORMATION In order to facilitate the migration of data files from the Polaris Library Systems system,two options are available for you to acquire your data: 1. Perform your own extraction and data conversion 2. Contract with Polaris Library Systems to manage the extraction and conversion of the following files as applicable: bibliographic,authority,item,patron,circulation transactions(fines/fees/reserves) Options for Extracting your Data Self Exit Services Because of the problems inherent in performing your own data extraction(self exit),Polaris can not recommend this option. If you choose to perform your own data extraction you should be aware of the following: 1. If you choose to self exit,the data to be extracted and the method you choose to provide the data to your new vendor,is the sole responsibility of the library 2. Because we can not recommend performing a self exit,any assistance required to extract or transfer your files will be performed as a billable service.Polaris routinely works directly with other ILS vendors to ensure that the library's data migration experience is seamless,and of high quality. However,such assistance is only provided when you contract for Exit Services. We sincerely wish to provide you with a carefree migration. For this reason we highly recommend against a self exit. Please be aware that any self exit assistance provided by Polaris will be billed at a rate of$200/hr with a$400 minimum. We will require a purchase order,or prepayment,before any assistance is rendered. If self exiting is your preferred method for converting your data,please indicate your intention on the attached Exit Services Planning Information Form and return the document to: Polaris Library Systems Box 4903 Syracuse NY 13221-44903 Atten:Donna McGregor fax: 315-457-4883 email: donna.mcgregor @polarislibrary.com Polaris Library Systems Exit Services In order to meet your project deadlines,it is important to secure a place in our Conversion Services project queue as early as possible. Should you select to use Polaris'Exit Services,the process for scheduling dates in our queue is as follows: a) Read this document completely and provide copies of the attached Exit Services Data Dictionaries document to your new vendor. The Data Dictionaries are the templates describing how the data are stored after they are extracted and will be essential for your new vendor to set up import procedures. The document will also help them to determine their implementation scheduling with you. Additionally,we ask you to prepare a list of questions at this time that you or your new vendor may have for review with our staff. b) Contact Bill Hutchins(bill.hutchins polarislibrary com)or 1-315-634-4520)to request a preliminary schedule slot. If a second extraction is required,this should be discussed during your contact with Polaris to allow us to schedule this service as well. Any questions you or your new vendor may have Exit Services Planning Information Page 1 Polaris Library Systems July 26,2010 should also be discussed at this time to allow you to fill out the attached Exit Services Planning Information Form. This profiling stage must be complete before a final schedule can be agreed upon. c) Pay the$3000 setup fee. This ensures that your scheduled slot will be maintained. At this time or before,you also should return the completed and signed Exit Services Planning Information Form. Send payment to: Polaris Library Systems Attn: Bill Hutchins Box 4903 Syracuse NY 13221-4903 d) The fees for Exit Services data processing must be paid before the final data can be released to your new vendor. This payment will be based upon the outline from the pricing schedules in the Exit Services Prices and Schedules document. The converted data files will not be released to you or your new vendor until full payment has been received. e) The amount of time required to convert your data is dependent both on the size of your files and the condition of the data.Immediately upon receiving your data,we will load the files to be converted and run diagnostic utilities against them. If problems are encountered that will impact scheduling,we will contact you immediately to allow you,your new vendor,and Polaris to determine if modifications need to be made to the schedule or if other options are available. Please see Exit Services Prices and Schedules document for a description of the timeframes required for data processing. Conditions for Providing Exit Services 1. All details of the migration(data output methodology,payment,etc.)must be agreed to by Polaris and the library before the actual migration begins. Since many of these issues are dependent on your new vendor, we encourage you to work closely with them as early as possible to address all of the issues that will impact the extraction of your data. This will help you avoid unnecessary interruptions to the migration process. 2. Polaris will not hold a queue slot for you if the scheduled dates we have agreed to are missed by the library or your new vendor. You will be required to reschedule and will most likely have to take the next available queue slot. 3. Export procedures and data output are not negotiable. We have created standard data export formats that have been used for Exit Services and other types of conversion work that are most commonly accepted by other automation vendors. Just as Polaris converted and prepared your data for the original load into the POLARIS system,your new vendor will perform some rudimentary data mappings on the data exported from POLARIS to configure the data for the new system. Should your new vendor require custom data alterations from the standard formats we provide,we encourage you to work out these details with your new vendor in the initial stages of the implementation. The output procedures are also standard for most major automation vendors and should not be an issue of concern. Therefore,we will not provide a customized alternative in cases where a vendor is limited to non-standard tape or file transfer conventions. 4. The customer is responsible for sharing the Data Dictionaries with the new vendor as well as communicating any pertinent discussions you have with us to them. If you need us to communicate directly with the new vendor,we can do so either through a three-way conference call or through email (you will be copied on all of the correspondence). Exit Services Planning Information Page 2 Polaris Library Systems July 26,2010 EXIT SERVICES PLANNING INFORMATION FORM Written notification is hereby given to Polaris Library Systems to cancel maintenance agreements and to indicate the library's plans regarding data migration. Library:Orange County Public Library Contact Name and Title: Amber Campbell,Systems Administrator Address: 137 W Margaret Lane,Hillsborough,NC 27278 Phone: 919-245-2539 Email:aampbell @orangecountync.gov Last date you will use the Polaris System estimate: 5/1/13 Reason for migration: selected a new vendor New Vendor: Innovative Interfaces Contact Name and Title: Telephone: Email: METHOD FOR MIGRATING DATA FILES. IF POLARIS LIBRARY SYSTEMS EXIT SERVICE IS SELECTED,PLEASE INDICATE THE FILES YOU wANT MIGRATED. INCLUDE THE ESTIMATED NUMBER OF RECORDS IN EACH FILE. ❑ The library does not require assistance from Polaris Library Systems to extract and provide our data to our new vendor. The library has made arrangements to perform our own data migration. X MARC Bibliographic 95,000 XX MARC Authority 170,000 X Item 100,000 X Patron 25,000 XCirculation Transactions(Fines/Checkouts/Holds/Claims/Lost) 375,000 circ& 15,000 holds satisfied annually RELATED SERVICES XExit Service Extraction X Plus Full Re-Extraction(for final extraction,patrons will be scheduled separately from authority/bibs/item extraction) METHOD OF DATA DELIVERY ❑ FTP data to: IP address Name User Name Address Password City Subdirectory,if any State,Zip PROJECT AUTHORIZAT Signature,Title Date L Polaris Library Systems 02-Dec-2010 EXIT SERVICES PRICES AND SCHEDULES The following information is provided if you have decided to use Polaris Library Systems Exit Services and to help you plan the migration of your data files from Polaris Library Systems to a new system. The fees and schedules listed below are predicated upon the conditions outlined in the Migration Planning Information document. The prices specify the costs associated with having Polaris Library Systems perform your data extraction. The Polaris database is a pure SQL database,and as such you have a number of options for extracting your data. You may elect to perform a self-exit through the use of SQL Query Analyzer,or through the use of one of the Polaris export utilities. However,to ensure the fastest and highest quality,data extraction we recommend that you contract with Polaris Library Systems to extract your data. Please be reminded that the Polaris database structure,and any information or documentation on the Polaris database structure,is Polaris Library Systems company confidential information. As such it is covered by the terms of your contract with Polaris Library Systems and may not be disclosed,in part or in whole,in either printed or electronic format,to any outside party including(but not limited to)consultants or software vendors. Pricing Project Set-up Fee A one-time project setup fee will be assessed for customers that choose to use Polaris Exit Services. Set-up Fee: $3000 Data Extraction and Conversion Processing Initial extraction The following prices apply for the initial extraction of the noted files. If no re-extraction is necessary,this extraction will also be the final data export. Files Price Bibliographic $1500 Item $2000 Authority $1500 Patron $2000 Circulation transactions: fines/fees and reserves $3000 Second extraction Because some vendors prefer a full re-extraction of all the applicable files,you may require Polaris to re-extract all or some of the data files that you selected for your first extraction.The following pricing would apply for this service: Second extraction $4000 Notes to Pricing: Prices and methods for Exit Services extractions are not negotiable. Additionally,as noted in the Exit Services Planning Information document,we encourage you to work out the appropriate details with your new vendor if you require additional custom data alterations. Exit Services Prices and Schedules Page 1 Polaris Library Systems July zs,2010 Schedules Initial Extraction 30 days from project start Second Extraction 30 days from project start Notes to scheduling_ "Project start" is defined as the date that is agreed to by the library,the library's new vendor,and Polaris after all responsibilities as outlined in the cover letter are fulfilled. The actual start date of the project depends on the production load of various data conversion projects that have already been scheduled and are active. Exit Services Prices and Schedules Page 2 Polaris Library Systems July 26,2010 POLARISDate Quotation# Quotation Expiration Date 11/20/2012 2012-1173 12/20/2012 PO Box 4903 Syracuse,NY 13221-4903 Phone: 800.272.3414 Fax: 315.457.5883 www.polarislibrary.com Quotation This is not an invoice PLEASE DO NOT PAY FROM THIS QUOTE Name/Address Ship To Orange County Public Library Orange County Public Library 137 West Margaret Lane 137 West Margaret Lane Hillsborough NC 27278 Hillsborough,NC 27278 Amber Campbell Amber Campbell Description Qty Cost Total Exit Services-Initial Setup 1 3,000.00 3,000.00 Exit Services-MARC records 1 1,500.00 1,500.00 Exit Services-Item records 1 2,000.00 2,000.00 Exit Services-Circulation records 1 3,000.00 3,000.00 Exit Services-Authority records 1 1,500.00 1,500.00 Exit Services-Patron records 1 2,000.00 2,000.00 Exit Services-2nd Extraction 1 4,000.00 4,000.00 Exit Services-3rd Extraction 1 4,000.00 4,000.00 A discount of$4000 will be offered if invoice is paid before 12/31/12-new total would be$17,000 Actual shipping charges will be added to invoice. Subtotal $21,000.00 All quotes are valid for 30 days. FOB Shipping Point. Quotation Submitted by: Donna McGregor Sales Tax(4.75%) $0.00 For additional information contact: Total $21,000.00 Donna McGregor donna.mcgregor @polarislibrary.com, 800.272.3414x4527 Approval Signature: Please fax approved orders to Date: Purchase Order#: 315.457.5883