HomeMy WebLinkAboutCC Resolution 9068 (Online Library System JPA)r
RESOLUTION NO. 9 0 6 8
A RESOLUTION AUTHORIZING THE SIGNING OF A CONTRACT, LEASE OR
AGREEMENT
THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows:
The MAYOR AND CITY CLERK are authorized to execute, on behalf of the
City of San Rafael, a contract, lease or agreement with
JOINT EXERCISE OF POWERS AGREEMENT FOR OWNERSHIP,
OPERATION, GOVERNANCE OF AN INTEGRATED ON-LINE LIBRARY
SYSTEM WITH THE COUNTY OF MARIN AND THE CITIES OF MILL
VALLEY AND SAUSALITO
a copy of which is hereby attached and by this reference made a part hereof.
I, JE ANNE M. LEONINI, .Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a Regular
meeting of the City Council of said City held on the Sixth day of December , 1993,
by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Thayer, Zappetini &
Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
v�
JEANNE M. LEONCINI, City Clerk
ORIGINAL #9C69
JOINT EXERCISE OF POWERS AGREEMENT
FOR OWNERSHIP, OPERATION, GOVERNANCE OF AN
INTEGRATED ON-LINE LIBRARY SYSTEM
This agreement, made and entered into this, day of , 19_, by and
between the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin.
WITNESSETH
WHEREAS, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin
possess the common powers to provide library services; and
WHEREAS, the parties are authorized to contract with each other for the joint exercise of
any common power pursuant to California Government Code Sections 6500-6514; and
WHEREAS, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin
desire to improve library services to the public through the implementation of a shared
integrated online library system; and
WHEREAS, an integrated online library system shared by the public libraries in Marin
County will make a greater range of books, information, and other materials available to
library users throughout Marin County; and
WHEREAS, the Cities of San Rafael, Mill Valley, Sausalito, and the County of Marin
believe that the greatest possible benefit from the use of public funds may be realized
through the shared ownership and operation of an integrated online library system.
NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter
stated and the performance thereof, the parties hereto do agree as follows:
I. PURPOSE
This agreement is for the purpose of providing for the procurement, ownership,
operation, maintenance, and governance of an integrated on-line library system
(hereinafter referred to as SYSTEM) to be jointly owned and operated by the Cities
of San Rafael, Mill Valley, Sausalito, and the County of Marin.
The parties shall have equal access to the full range of services available from the
system and shall jointly make decisions regarding the implementation and
management of the system in accordance with the terms of this agreement.
H. NAME
The system shall be known by the acronym MARINet.
Marin Automated Resources and Information Network
COPY.
M. DEFINITIONS
Unless the context otherwise requires, the words and terms defined herein shall, for
the purpose of this agreement, have the meaning specified below.
Aggregate Circulation means the combined "Total Circulation" of the four
participating jurisdictions.
Aggregate Population means the combined "Total Population" of the four
participating jurisdictions.
Base level system means the fundamental components, described in Section VII.,
necessary to perform circulation, database management, public access catalog,
acquisitions and serials control functions.
Capital Replacement Fund means a reserve established to replace central site
equipment when needed. Parties to this agreement will contribute to the fund
based on the cost sharing formula.
Central site means the centralized physical location of equipment, software,
supplies, and personnel necessary for operation of the system.
Central site CPU means any computer or device required for daily operation or
backup. This shall include processors, controllers, disk drives required for online
operation or backup, tape drives required to load data or provide backup, printers
used at the central site, and system operator consoles or terminals.
Cost sharing formula means the distribution of costs as defined in "Appendix A."
Database means the machine readable files of bibliographic, item, patron and
transaction records created and stored by the system.
Fiscal year means the period from July 1 through June 30 of the following year.
Governing Board means the governing body of the system and shall include the
library director or designated alternate of each jurisdiction which is party to this
agreement.
Item means the barcode assigned to a library material.
Library Director means the head librarian who is officially charged by a legal
governing entity such as a county board of supervisors, a city council or other
governing body to oversee and direct library service for that entity's library or
library jurisdiction. In Mill Valley and Sausalito that person is City Librarian. In
San Rafael that person is Library Director. In Marin County that person is County
Librarian.
Machine-readable means information in a form that can be directly assimilated by
computer input equipment.
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Majority vote means Marin County Free Library and one of the other three parties
to this Agreement, or 71% of the total votes.
Modules means the subsystems within the system software that allow the library to
perform automated tasks.
Online databases means the machine readable files of information whether locally
produced or licensed from a commercial vendor that are loaded onto the system or
accessed by a terminal on the system that can be searched by a user of the online
public access catalog.
Online public access catalog means the software module designed to be used by
the public and staff of the library to search the database of bibliographic and item
records and online databases.
Operations Group means a group of staff members from each participating
jurisdiction utilizing the services of MARINet for library automation. The group
shall be responsible for advising the Governing Board on decisions regarding
operations and implementation of the various system modules.
Participating user means those libraries that contract directly or indirectly with
MARINet for library automation services.
Peripheral equipment means the ports, terminals, printers, and barcode readers
connected to the system, other than those at the central site. Dial -in access ports
are considered central site equipment.
Record means all the machine readable information kept about one title, item, or
patron that is arranged and stored in files on the system.
Software means the machine readable programs, routines, codes and other
information provided by the vendor for use with the central CPU or other types of
hardware.
Supplies means the paper, ribbons, notice stock, envelopes, forms, barcode labels,
or other consumable items used in conjunction with operating or accessing the
system.
System means the central site CPU, all telecommunications equipment, the license
to use the software and machine readable files created as a result of the use of the
software and peripheral equipment.
Telecommunications equipment means the equipment needed to transmit and
receive data over a distance from the central site CPU to any remote site.
Equipment may be for digital or analog communication and may include, but is not
limited to modems and multiplexors.
Total Circulation (a component of the cost sharing formula) means annual
circulation of library materials to registered borrowers of each of the four
participating library jurisdictions at all libraries operated by the four participating
jurisdictions. Initially "Total Circulation" will be derived from California State
Library Report figures. When the SYSTEM is fully operational "Total
Circulation" will be generated by the SYSTEM.
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Total Holdings (a component of the cost sharing formula) means the total number
of items held in each of the collections of the four participating library
jurisdictions. Initially "Total Holdings" will derive from the figures reported by ----_
each participating jurisdiction in the California State Library Report. When the
SYSTEM is fully operational this figure will be generated by the SYSTEM.
Total Population (a component of the cost sharing formula) means the number of
residents within each of the participating jurisdictions. This figure will derive from
the population of each participating jurisdiction as certified by the State of
California Department of Finance
Unanimous vote means complete agreement of all four members of the Governing
Board.
User input means the method by which the Governing Board solicits input from
participating users of the system when determining the rules under which the
system shall be operated, the services that shall be provided and the way the
libraries shall cooperate and share the system.
Vendor means the provider of the automation system including system hardware,
system maintenance, and the license to use the system software.
IV. TERM OF AGREEMENT
The initial term of this Agreement is five years from the effective date of this
Agreement and may not be terminated except under the provision of Section XIX:
Withdrawals. This agreement shall continue from year to year after the initial term
expires. The Governing Board has the responsibility of reviewing this Agreement
every five (5) years, except as specified in Section V: c of this Agreement.
V. COST SHARING FORMULA
a. The cost sharing formula (See Appendix A), developed by the library directors of
the parties to this Agreement, reflects the extent to which each jurisdiction will
impact the resources and capacity of the system. Each jurisdiction's share is
defined as the percentage of the cost which is equivalent to the average of the
following three figures taken from the 1991 California State Library Report:
1. its percentage of the aggregate circulation of the four jurisdictions.
2. its percentage of the aggregate holdings of the four jurisdictions.
3. its percentage of the aggregate population of the four jurisdictions.
b. The cost sharing formula shall be applied to all acquisitions and operating costs for
the SYSTEM as defined in Sections VI and VII, unless otherwise specified
elsewhere in this agreement.
c. This cost sharing formula shall be subject to annual review by the Governing
Board and adjustments made to reflect current data . Data for circulation and
holdings will be generated by the online system; population as certified by the
State of California Department of Finance.
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d. Modifications to the elements of the cost sharing formula shall require unanimous
vote of Governing Board and become part of this Agreement. (See Section XVI of
this Agreement)
VI. ACQUISITION AND OWNERSHIP
a. The total purchace price of the system is $902.937.13 (see Appendix C)
b. A grant from the Marin Community Foundation to the parties of this Agreement in
the amount of $333,880 will fund the acquisition of the online public access
catalog capability of the system.
c. The remainder of the shared acquisition cost for the systems shall be allocated as
follows:
Marin County Free Library
San Rafael Public Library
Mill Valley Public Library
Sausalito Public Library
67.80% $385,820.73
18.98% $108,007.04
8.79% $ 50,020.12
4.43% $ 25,209.23
d. This allocation is derived from the cost sharing formula described in Section V.
e. The following items shall be included in the acquisition costs:
1. central site CPU and software costs
2. data migration costs
3. central site preparation (wiring, etc.)
4. central site supplies
5. central installation
6. central site electric and telecommunications equipment
f. Ownership of the system shall be shared by the four parties named in this
Agreement in shares proportionate to their share of the cost of acquiring the
system as described in Section VI, part c.
VII. BASE LEVEL SYSTEM AND SERVICES
The Base Level System and Services shall consist of the following capital purchases as
specified in the vendor contract (See Appendix C), as well as the following on-going
operating costs:
a. Capital Purchases
1. Central site CPU/software configuration
2. Peripheral equipment located at site(s) of each jurisdiction to be
determined by said jurisdiction based on its own need. Cost of peripheral
equipment shall be borne by the individual jurisdiction and shall not be
subject to the cost sharing formula described in sections V and VI.
3. Information Access databases
4. Dial -in access ports to accommodate use of MARINet by residents of
Marin County.
b. Operating Costs
1. Central site staffing.
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2. Central site space, utilities, janitorial, security, etc.
3. Central site miscellaneous equipment, supplies, telecommunications
equipment.
4. Central site equipment replacement fund.
5. Delivery among the four jurisdictions shall be shared equally and reviewed
after the fust year of operation for equity.
VIII. GOVERNANCE
a. The system shall be governed by a governing body hereafter referred to as the
Governing Board. The Governing Board shall include the library director or
designated alternate of each party to this agreement.
b. A quorum shall be constituted by three of the four voting members of the
Governing Board, one of which shall be Marin County Free Library. A quorum
shall be necessary for the transaction of any business.
c. A majority vote shall be required for all decisions regarding the implementation and
management of the system except those stipulated in this agreement as requiring a
unanimous vote.
d. Voting rights shall be proportionate to each jurisdiction's share of the ownership of
the system as defined in Section VI. A majority vote shall consist of the Marin
County Free Library and one of the other three parties to this Agreement, or 71%
of the total votes:
VotinL, Share
Marin County Free Library
67.80%
San Rafael Public Library
18.98%
Mill Valley Public Library
8.79%
Sausalito Public Library
4.43%
e. Any decisions, and/or policies which require monetary outlay from any party to
this Agreement greater than is necessary to fund the "Base Level System" (See
Section VIE[) shall require a unanimous vote of the Governing Board, and action by
each jurisdiction's City Council or Board of Supervisors appropriating the funds to
implement said decision and/or policy.
f. The Governing Board shall annually elect a Chairperson and Secretary to serve the
Governing Board.
IX. POWERS OF THE GOVERNING BOARD
The powers of the Governing Board shall include the following:
a. Procure, install, manage the system, pursuant to the terms and conditions of this
Agreement and all agreements concerning system operation.
b. Approve an annual budget.
c. Direct the administration of this Agreement.
d. Formulate policy, goals and standards for use of the system.
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e. Evaluate system performance and develop plans for modifications, upgrades and
new services, including the addition of online databases.
f. Establish guidelines for admittance of new system users.
g. Establish an appropriate committee structure, called the Operations Group that
will advise the Governing Board and Project Manager on all matters pertaining to
the daily operation of the system, including policies and procedures.
h. Determine what system records are to be maintained, procedure for their
maintenance, and policies on confidentiality and for disclosure of the records.
i. Allocate ports beyond the base level system, which shall be determined by
unanimous vote of the Governing Board. The Governing Board shall formulate
policies and procedures for the addition of ports above the base level system in a
manner that ensures fairness of treatment to all four jurisdictions. Distribution of
ports to other than the four jurisdictions will be determined by a cost formula to be
unanimously agreed upon by the four jurisdictions.
j. Allocate system space, i.e., how existing space will be utilized.
X. DUTIES AND RESPONSIBILITIES OF THE PROJECT MANAGER
A Project Manager shall be selected by the Governing Board for the installation and
implementation phase of the project estimated to last two years. The Project
Manager will be located at the central site and shall be accountable to the Governing
Board. MARINet shall be responsible for the entire amount of compensation to the
Project Manager as determined by the Governing Board and apportioned according to
the cost sharing formula.
Marin County Free Library shall be the contracting agent for the Project Manager
whose scope of work shall include:
a. Report directly to the Governing Board.
b. Exercise fairness of treatment to all members of this Agreement in overseeing the
daily operations of the system and in all matters pertaining to the system.
c. Coordinate the activities of central site staff subject to approval of the Governing
Board.
d. Coordinate and oversee migration and installation of the system.
e. Act as prime contact and liaison between MARINet and the system vendor.
f. Regularly review the operations of the system, evaluate system performance,
develop plans and make recommendations to the Governing Board for any
modifications, upgrades and new services.
g. Coordinate training to participating libraries. Such training shall include, but not
be limited to, training for a designated staff trainer in each participating library for
the modules of circulation, online public access catalog, database management, and
acquisitions. Training shall also be provided for designated staff trainers for new
modules and releases.
h. Develop, produce and maintain user manuals for each site.
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F i. Enforce rules and regulations necessary to coordinate orderly use of the system by
participating users.
j. Develop, prepare and monitor MARINet's annual budget.
k. Keep accounting of MARINet expenditures by jurisdiction.
1. Purchase supplies, utilities, forms, reserve notices, paper, backup tapes and postage
which may be required to operate the central site equipment.
m. Maintain in good operating condition all central site equipment, including
communications equipment, and peripheral equipment purchased from, and under
maintenance contract with, the vendor.
n. Maintain inventory of central site and peripheral equipment.
o. Provide reports to the Governing Board on the status and performance of the
system.
XI. CENTRAL SITE OPERATIONS
MARINet shall adopt its budget according to the schedule set by the governing body
of the fiscal agent. Each participating jurisdiction shall annually appropriate its share
of the MARINet budget. On Septemberlst of each year, each participating
jurisdiction shall transfer to the MARINet budget unit established by the fiscal agent
an amount equal to 100% of its share of the annual MARINet operating budget.
Central site equipment shall be located at the Marin County Free Library at the
County of Marin Civic Center. Marin County Free Library will provide central site
staff for operation of the system as specified in the annual budget adopted by the
Governing Board. Marin County Free Library shall be reimbursed by MARINet for
staff assigned to central site operations at the current negotiated rate under current
collective bargaining agreements for said staff. Said staff shall be subject to relevant
labor agreements in force at the County of Marin.
XII. FISCAL AGENT
a. Marin County shall be the fiscal agent under the terms of this agreement.
b. The fiscal agent shall provide quarterly financial reports detailing all budgetary
expenditures, allocations, and related cost accounting information.
c. The Governing Board shall designate its fiscal year to coincide with that of the
fiscal agent, and shall be responsible for maintenance of a current inventory of the
property owned by MARINet, that shall become a part of the appendices of this
document. The accounts and records of MARINet shall be subject to examination
under the audit process provided by the fiscal agent whereby County funds are
audited annually by an independent certified public accountant. Cost associated
with such examination shall be borne by members of this Agreement according to
distribution percentages assigned by the cost allocation formula.
d. The fiscal agent shall establish an interest bearing trust account to accumulate
annual contributions for system upgrade/replacement.
E?
e. The fiscal agent shall be compensated for services rendered at the County's current
indirect cost rate. Compensation shall be distributed among participating
jurisdictions based on the cost sharing formula.
f. Contract for the services of a system Project Manager pursuant to the direction of
the Governing Board.
XIII. RIGHTS OF PARTICIPATING JURISDICTIONS
a. Each jurisdiction's collection database, borrower, circulation, and acquisition
records shall be considered the property of that jurisdiction.
b. It is the intent of all parties that each participating jurisdiction will have equitable
access to the agreed upon range of system services as defined in Section VII.
c. It is the intent of all parties that each participating jurisdiction will be accorded
equitable treatment in daily operation and management of the system, in the initial
installation of the system, in future planning for the system, and in all decisions of
the Governing Body.
d. Nothing in this Agreement shall be construed as restricting the right of a member
jurisdiction to independently make local decisions and set local policies about the
administration, management, implementation and control of its own library, library
service, and library resources, and to operate according to the policies and rules
established by its own jurisdiction's governing body.
e. Nothing in this Agreement shall be construed as prohibiting one or more of the
parties to this Agreement from purchasing additional software modules at its own
expense provided said purchase does not result in a degradation of system
performance.
XIV. RESPONSIBILITIES OF PARTICIPATING JURISDICTIONS
Participating jurisdictions shall:
a. Participate in the use and operations of the system under the terms and conditions
of this Agreement and the rules and regulations adopted by the Governing Board.
b. Be liable for local costs, including acquisition of peripheral and
telecommunications equipment, structural modifications, and local conversion
expense.
c. Regularly participate in meetings and deliberations of the Governing Board.
d. Keep those records and statistics which may be required by the Governing Board
to document performance, maintenance and cost of the system.
e. Commit staff to participate in the Operations Group to provide user input and
make recommendations to the Governing Board.
f. Input and delete all data into the system, and maintain system databases and patron
records according to the rules and regulations established, upon the advice of the
Operations Group, by the Governing Board.
g. Designate a staff member whom the Project Manager may contact concerning
installation, conversion and training matters.
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h. Receive training from the Project Manager for a designated staff trainer in each
participating jurisdiction for all initial system modules and for all new modules and
releases. Responsibility for subsequent training of staff belongs to participating
users.
i. Take reasonable measures necessary for protecting telecommunications and
peripheral equipment in participating user's library from abuse, theft or misuse.
j. Make every effort to work with participating jurisdictions to preserve system
integrity for the good of all participating jurisdictions and system users.
XV. ADMISSION OF NEW ENTITIES
a. Any jurisdiction which has the authority to provide library services may join
MARINet upon the application of its governing body and upon unanimous consent
of the Governing Board, provided that such agency has agreed to abide by all the
terms of this Joint Powers Agreement. The Governing Board shall prescribe the
amount of money that shall be paid by the new agency as a prerequisite to its
becoming a participant.
b. Any jurisdiction agreeing to participate in the system shall pay the full cost for any
modifications to the central system which may be required as a direct result of this
new participation. The Governing Board shall determine that the system .
modifications which may be required will not result in a significant degradation of
system performance.
c. Any jurisdiction agreeing to participate in the system shall pay its portion of
ongoing costs in such system and in its share of the capital replacement fund.
d. A jurisdiction may participate in the system by contracting for services.
Participation to be determined by vote of the Governing Board. Cost of
participation and terms of the contract shall be determined by the Governing
Board.
XVI. MODIFICATION OF THIS AGREEMENT
This Agreement may be modified or amended by unanimous vote of the Governing
Board and requires a written instrument signed by the parties hereto. The Cost
Sharing Formula may be adjusted if it is materially affected by such modification or
amendment, or by the admission of new entities.
XVII. CORRECTIVE AND REMEDIAL MEASURES
Whenever any party believes that another party has committed a remediable breach of
any material obligation set forth in this Agreement, it may give written notice of the
alleged breach to the other party, with copies to other participating members, setting
forth with reasonable specificity the nature of the alleged breach. The party receiving
such notice shall use its best efforts to promptly remedy the breach and 1) shall inform
the party giving written notice of the nature of the remedial actions planned and
taken, or 2) shall respond to any such notice, with an explanation that sets forth
reasonable cause of the breach. When a breach does exist that will not be remedied
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within thirty (30) days after the party received written notice of it, the parties agree
to enter into non-binding mediation under the auspices of the American Arbitration
Association prior to the initiation of any lawsuit or other litigation unless the parties
mutually agree otherwise. If mediation does not resolve this dispute, the party giving
the notice shall be entitled to seek appropriate relief under this Agreement or
otherwise under the law.
XVIII. APPLICABLE LAW
This Agreement shall be governed by, subject to, and construed according to the laws
of the State of California, with venue to lie in the County of Marin, California.
XIX. WITHDRAWALS
During the term of this Agreement (five years from the effective date of the
agreement), withdrawal from this Agreement shall be accomplished only as a result of
non -appropriation of funds by the governing body of the participating jurisdiction.
Withdrawal from this Agreement shall be subject to the following conditions:
a. Any party wishing to withdraw from this Agreement must do so effective on
July 1, of any succeeding year and must provide at least six (6) months written
notice to the Governing Board. Notice shall be in the form of a resolution adopted
by the governing body of the party wishing to withdraw. The signatories to this
Agreement recognize that a substantial capital investment is required by each to
implement and operate the system and that withdrawal from this Agreement will
cause substantial hardship for all remaining parties.
b. If a party withdraws from the Agreement according to the terms and conditions set
forth herein, said party shall receive a machine readable copy of its bibliographic
file, patron file, item file, and transaction file if such information has been
converted and filed in the system, contingent on the system's capability. Removal
from the system of all machine readable files of the withdrawing party shall be at
the expense of said party.
c. If a party withdraws from the system prior to five years from the effective date of
this Agreement, the withdrawing party shall reimburse MARINet in shares
proportionate to each jurisdiction's ownership of the system per section VI of this
Agreement an amount equal to any unpaid balance of that party's share of capital
costs and its share of central site operating costs, and, for all expenditures made in
accordance with the terms of this Agreement that are unpaid at the time of
withdrawal.
d. If withdrawal from this Agreement results in a unanimous decision by the
remaining parties that the system be terminated, it shall be the responsibility of
MARINet to dispose of all equipment and reimburse the remaining parties from
the proceeds of disposal in accordance with the cost sharing formula.
e. Upon withdrawal of a party from the system, the cost sharing formula shall be
adjusted proportionately among the remaining parties to this Agreement.
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Ownership of the system will then be adjusted in accordance with the cost sharing
formula among the remaining parties named in this Agreement
f. This section shall not be used to withdraw from this Agreement in order to acquire
similar equipment or software from a third party.
XX. DISSOLUTION OF MARINet
MARINet may be dissolved by unanimous approval of the parties to this agreement.
Disposition of assets or debts of MARINet as determined by the Governing Board
shall be made in such a manner that each party shall share in the proceeds or expenses
consistent with the cost sharing formula.
XXI. CONFIDENTIALITY OF DATA
Except as otherwise provided by law, the circulation records and patron files of all
parties are considered CONFIDENTIAL regardless of the source of inquiry.
Employees of each party shall have access to such records to provide for the orderly
operation of each library; however, such records shall not be made available to
anyone else except pursuant to such process, order, or subpoena as may be authorized
by law. Any problems or conditions relating to the privacy of circulation and patron
records shall be referred to the library director of the applicable library for resolution.
XXII. LIABILITY
Each jurisdiction shall be responsible for a pro -rata share of losses or damages as a
result of the operation of the system . No additional policy shall be required. The
cities that are party to this agreement are self-insured. The County of Marin is self-
insured. Liability shall be limited according to the cost sharing formula (See Section
V. Cost Sharing Formula)
XXIII. NON-DISCRIMINATION
Each Party shall not discriminate against any employee or applicant for employment
because of race, religion, sex, disability or national origin. Each Party shall take
affirmative action to assure that applicants are employed, and that employees are
treated during the employment without regard to their race, color, religion, sex,
disability or national origin. Such action shall include, but not be limited to the
following: employment, upgrading, demotion or transfer, recruitment advertising;
layoff or termination; rates of pay or forms of compensation, and selection for
training, including apprenticeship. Each Party shall not, in connection with the
employment, advancement or discharge of employees, discriminate against persons
because of their age except upon the basis of a bonafide occupational requirement,
retirement plan or statutory regulation. Each Party shall not employ discriminatory
practices against any person in the performance of any services hereunder on the basis
of race, color, sex, sexual orientation, religion, national origin, ancestry, age, or
disability, except as required by law.
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XXIV. NOTICE
Any notices provided for herein are necessary to the performance of this Agreement
and shall be given in writing by personal delivery or by prepaid first-class mail
addressed as follows:
Marin County Free Library Mill Valley Public Library
County Librarian City Librarian
Marin County Free Library Mill Valley Public Library
Civic Center, Administration Building 375 Throckmorton Ave.
San Rafael, CA 94903 Mill Valley, CA 94941
San Rafael Public Library
Library Director
San Rafael Public Library
1100 E Street
San Rafael, CA 94901
XXV. ENTIRE AGREEMENT
Sausalito Public Library
City Librarian
Sausalito Public Library
420 Litho Street
Sausalito, CA 94965
This Agreement including any exhibits referenced herein embodies the entire
agreement between the parties hereto, and there are not inducements, promises,
terms, conditions, or obligations made or entered into by the four named jurisdictions
other than those contained herein.
APPENDICES
Appendix A: Detail of cost allocation formula
Appendix B : MARINet budget 12/15/93-6/30/94
Appendix C : Contract between MARINet and Innovative Interfaces, Inc.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this agreement the day and year first above writtten.
COUNTY OF MARIN
� w
CHAIR, BOARD OF SUPER SORS
ATTEST:
CLERK OF TH97 OARD
CITY OF MILLVALLEY
MAYOR
ATTEST:
CITY OF SAN RAFAEL
YOR
ATTEST:
CLERK
CITY OF SAUSALITO
d1t ( '4--L-1
MAYOR
ATTEST:
CrrY C4RK CrrY CLERK C-"
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APPENDIX A
COST SHARING FORMULA
The Cost Sharing Formula aims to distribute costs of the on-
line system in the most equitable way possible among the
four participating jurisdictions. The MARINet Governing
Board, adapting models used by other library consortiums,
determined the most equitable distribution of costs is based
on the use of the system, therefore, the Cost Sharing
Formula is designed to measure the load each participating
jurisdiction places on the system. The three components
that collectively measure system load are: circulation
(transaction load), holdings (storage space load),
population (storage space load).
Average :of. Three Components
g
p
.... ......
jurisdiction Percent
Marin County
67.80%
Mill Valley
8.79%
San Rafael
18.98%
Sausalito
4.43%
APPENDIX A -----PAGE 2
COST SHARING FORMULA COMPONENTS
.....................
ireulation to Residents of
...--................. ......
Jurisdiction
............
Circulation
Marin County
1,077,735
Mill Valley
165,344
San Rafael
336,989
Sausalito
81,083
Jurisdiction
Marin County
Mill Valley
San Rafael
Sausalito
Jurisdiction
Marin County
Mill Valley
San Rafael
Sausalito
.............
Percent
64.88%
9.95%
20.29%
4.88%
Holdings of Each Library
Holdings
Percent
773,066
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__2 PENDIX "C"
Min 51 513 1 1 •�
INNOVATIVE INTERFACES, INC. FOR AN INTEGRATED LIBRARY SYSTEM
This Agreement (herein "Agreement") is made as of , at
by and between MARINet, a California joint
powers entity (herein "MARINet"), having its administrative offices at the Marin
County Free Library, 3501 Civic Center Drive, San Rafael, California 94903, and
Innovative Interfaces, Inc. (herein "Innovative Interfaces"), a California
corporation having its offices at 2344 Sixth Street, Berkeley, CA 94710. The term
"Innovative Interfaces" shall refer to the company, its agents, and its sub-
contractors. The term "MARINet" shall refer to the joint powers entity and its
members. MARINet and Innovative Interfaces may be referred to individually
as a "Party" or collectively as "Parties".
RECITALS
A. On June 15, 1993, Innovative Interfaces responded to a Request for
Proposals for an Automated Integrated Library System for The Public
Libraries of Marin ("the RFP"), proposing to provide certain equipment,
software, and services to MARINet. Said Request for Proposals and
Innovative Interfaces' responses (hereinafter collectively referred to as the
PROPOSAL) are on file in the office of MARINet.
B. MARINet now desires to contract with Innovative Interfaces to obtain the
EQUIPMENT and the services, and to obtain license for the SOFTWARE
described in the PROPOSAL, and Innovative Interfaces desires to contract
with MARINet to provide the EQUIPMENT and the services, and license
the SOFTWARE described in the PROPOSAL.
AGREEMENT
In consideration of the mutual covenants, promises, and undertakings
contained herein, the Parties agree as follows:
1. Furnishina of EQUIPMENT and SOFTWARE,
Subject to the terms and conditions set forth herein, Innovative Interfaces
shall furnish and install at a site(s) designated by MARINet and sell to
MARINet the EQUIPMENT listed on Rider B (collectively the
"EQUIPMENT") and the services listed on Rider D, and grant a license for
use of the computer programs listed on Rider C, pursuant to the schedule
of activities set forth on Rider A and in compliance with Innovative
Interfaces' PROPOSAL dated June 15, 1993 and all of the contract
documents.
The contract price does not include supplies such as paper, magnetic tape,
printer ribbons, or forms. Supplies used by MARINet shall conform to
Innovative Interfaces' specifications or equivalent as set forth in
Innovative Interfaces' manual.
2. Purchase of EQUIPMENT and License of SOFTWARE
MARINet hereby agrees to purchase the EQUIPMENT at the price listed
on Rider B. If Innovative Interfaces announces new products similar to
those listed on Rider B before delivery of EQUIPMENT to MARINet,
MARINet reserves the right to examine and acquire the new EQUIPMENT
at a price no higher than that made available to other Innovative Interfaces
purchasers . Innovative Interfaces will inform MARINet of any new
product within ten (10) calendar days of such announcement and
MARINet will have thirty (30) calendar days to inform Innovative
Interfaces that it wishes to acquire the new product.
MARINet hereby agrees to purchase a license for the use of the computer
programs and related documentation listed on Rider C hereto (collectively
referred to herein as the "SOFTWARE"), at the price specified on Rider C.
The EQUIPMENT and SOFTWARE are sometimes collectively referred to
herein as the "SYSTEM".
MARINet hereby agrees to purchase the Innovative Interfaces services
listed on Rider D at the prices specified in Rider D.
3. Contract Documents
The Contract Documents shall consist of:
A. MARINet's Request for Proposals dated April 1993, (the "RFP")
B. Innovative Interfaces' PROPOSAL dated June 15, 1993 consisting of the
PROPOSAL and Supporting Documents.(the "PROPOSAL");
C. Innovative Interfaces Cost Quotation dated August 13, 1993 and
Innovative Interfaces Telecommunications Configuration and Cost
Quotation dated October 5, 1993 (the "CLARIFICATIONS");
D. This Agreement, including the following Riders attached hereto:
RIDER A: Estimated Schedule for Activities
RIDER B: EQUIPMENT to be Purchased
RIDER B2: Printer Peripherals
RIDER C: SOFTWARE to be Licensed
RIDER D: Innovative Interfaces Services to be Purchased
RIDER E: Price Summary
RIDER F: Performance Standards
2
RIDER G: Testing Procedures
RIDER H: Software Escrow Agreement
RIDER I: Maintenance Agreement
RIDER J: Additional Functions to be Delivered
Each of these documents is incorporated herein by this reference as if set
forth in full, and shall constitute a part of this Agreement. In the event of
any conflict in the obligations pursuant to the above documents, control
shall be determined in the following order:
1. This Agreement
2. The CLARIFICATIONS
3. Innovative Interfaces PROPOSAL
4. The RFP
The failure of this Agreement to include reference to any matter contained
in any other Contract Document shall not be deemed to constitute a waiver
of such matter.
4. Site Preparation
MARINet shall modify the current site or sites for the installation of the
EQUIPMENT at its premises, according to the specifications furnished by
Innovative Interfaces. Innovative Interfaces shall provide to MARINet a
set of site requirements specific to the configuration described in Rider B
within the time outlined in Rider A. In the event subsequent alterations or
modifications are necessary which are attributable to incomplete or
erroneous specifications provided by Innovative Interfaces, Innovative
Interfaces shall be liable to MARINet for any cost incurred by MARINet in
making such alteration or modification.
MARINet shall advise Innovative Interfaces in writing when all required
preparations are complete, and shall provide Innovative Interfaces with
sufficient notice thereof to permit Innovative Interfaces to have a
representative make an inspection of said installation location(s) prior to
the scheduled date for the installation of the EQUIPMENT and to notify
MARINet in writing of exceptions as to Innovative Interfaces' site
specifications.
5. Transportation and Installation of Eauipment
A. Transportation
1. All shipping and insurance to and from the site are the
responsibility of Innovative Interfaces.
2. Shipments to the installation site(s) shall be made by commercial
carrier and/or vehicle properly constructed for shipment of
4
electronic and computer EQUIPMENT.
3. All central site EQUIPMENT shall be delivered inside the computer
room at the Marin County Civic Center Library. All peripheral
EQUIPMENT shall be shipped to the same location or to alternate
locations as designated by a letter from MARINet at least forty-five
(45) calendar days prior to the delivery dates in Rider A.
4. EQUIPMENT shall be preserved, packed, and marked in
accordance with Innovative Interfaces' standard practice.
5. Innovative Interfaces shall bear the cost of transportation whenever
the EQUIPMENT is shipped for warranty or performance
replacement purposes, unless the replacement was due to the fault
or negligence of MARINet.
B. Installation
Innovative Interfaces shall furnish all necessary labor, materials,
and other services to accomplish installation at MARINet's
locations. Innovative Interfaces shall be responsible for the
installation of the EQUIPMENT and SOFTWARE and shall connect
the EQUIPMENT to the power sources which are installed by
MARINet pursuant to Section 4 above.
Installation shall be performed during normal business hours, and
MARINet shall make all the necessary arrangements to allow
Innovative Interfaces personnel sufficient work space and access to
the installation location(s) during normal MARINet business hours
or at such other times as may be mutually agreed upon. All debris
generated in the performance of work during installation shall be
removed by Innovative Interfaces at no additional cost to MARINet.
Where applicable, Innovative Interfaces shall connect the
appropriate EQUIPMENT to MARINet-supplied telephone lines.
2. When Innovative Interfaces determines that the SYSTEM is ready
for use, that is, the EQUIPMENT and SOFTWARE have been
installed at the site(s) specified by MARINet and the Hardware
Functionality Test outlined in Rider G has been successfully
completed, Innovative Interfaces shall certify in writing to
MARINet that the SYSTEM is installed and ready for use.
C. Relocation
Following prior written notice by MARINet to Innovative
Interfaces, MARINet may move or relocate all or any part of the
EQUIPMENT from one location to another location.
4
Innovative Interfaces shall supervise the de -installation, packing,
unpacking, relocation, and re -installation of any EQUIPMENT
relocated hereunder. All EQUIPMENT so relocated shall be packed
and transported in accordance with Innovative Interfaces's then -
current standards therefor. Responsibilities of MARINet and
Innovative Interfaces for relocation site preparation are those stated
in Section 4 hereof.
Innovative Interfaces shall furnish all necessary labor, materials,
and other services required to accomplish installation at the
relocation site. All debris generated in the performance of work
during installation shall be removed by Innovative Interfaces at no
additional cost to MARINet. Installation shall be performed during
normal business hours, and MARINet shall make all necessary
arrangements to allow Innovative Interfaces personnel sufficient
work space and access to the installation locations during normal
business hours or at such other times as may be mutually agreed
upon.
When Innovative Interfaces determines that the SYSTEM is ready
for use, that is, the central site EQUIPMENT and SOFTWARE have
been re -installed at site(s) specified by MARINet and the Hardware
Functionality Test outlined in Rider G has been successfully
completed, Innovative Interfaces shall certify in writing to
MARINet that the SYSTEM is installed and ready for use.
MARINet shall pay for Innovative Interfaces' service in connection
with relocation at Innovative Interfaces' then -published rates
thereof.
Notwithstanding any of these provisions, MARINet may relocate
any terminals, lightpens, terminal printers, terminal servers, or
like peripherals to any location. MARINet shall notify Innovative
Interfaces in writing no later than fifteen (15) calendar days before
such a relocation.
6. Delivery Schedule
The estimated delivery dates are set forth in Rider A hereto.
7. Risk of Loss
Innovative Interfaces assumes responsibility for all risks of loss or damage
to the EQUIPMENT furnished under this Agreement until the delivery of
the EQUIPMENT inside the computer room at the Marin County Civic
Center Library, after which MARINet will be responsible for risks of loss or
damage, except for such periods as Innovative Interfaces is in the process
of installing the SYSTEM.
R
8. Title
Title to the EQUIPMENT shall pass from Innovative Interfaces to
MARINet upon delivery of the EQUIPMENT inside the computer room at
the Marin County Civic Center Library.
Innovative Interfaces shall maintain a security interest in the
EQUIPMENT which will be discharged when 100% of all payments against
the EQUIPMENT are made.
The passing of title to the EQUIPMENT shall not affect Innovative
Interfaces' other obligations hereunder.
9. SOFTWARE License
A. General
Subject to the terms and conditions herein set forth, Innovative
Interfaces hereby grants to MARINet a non -transferable, non-exclusive
and royalty -free license (the "LICENSE") for as long as MARINet owns
and operates the SYSTEM to use the SOFTWARE, as well as any
additions and/or supplements thereto, solely in the conduct of
MARINet's business. The foregoing shall not be construed to preclude
MARINet's accomplishing services for other libraries or groups of
libraries. MARINet acknowledges that by virtue of this LICENSE,
MARINet acquires only the right to use the original and permitted
duplicate copies of the SOFTWARE, as well as any additions and/or
supplements thereto, as described herein and does not acquire any
rights of ownership in the SOFTWARE which rights shall remain
exclusively with Innovative Interfaces. The term of the license shall
commence upon delivery of the first module of SOFTWARE and shall
remain in force as long as MARINet is substantially in compliance
with all the provisions of this Agreement.
B. Protection of Proprietary SOFTWARE
MARINet agrees that the SOFTWARE, together with all materials and
knowledge related thereto obtained by MARINet, shall be held in
confidence and shall not at any time, either during the term of the
LICENSE or thereafter, be made available in any form to any person or
entity other than to employees of MARINet or consultants or
contractors retained by or responsible to MARINet to the extent that
such disclosure is reasonably necessary to MARINet's use of the
SOFTWARE authorized hereunder, without the express written consent
of Innovative Interfaces. MARINet agrees that in the -event of its
employing any consultants or contractors who would have access to the
SOFTWARE, it will make all reasonable efforts to insure that such
2.1
consultants or contractors execute an agreement or agreements
whereby they recognize, accept, and agree to observe the protection
agreements afforded to Innovative Interfaces by this Section.
C. Right to Copy
MARINet agrees that it will not copy or in any way duplicate
SOFTWARE or any materials related thereto, in whole or in part,
except as expressly authorized to do so by this LICENSE or by written
consent of Innovative Interfaces. Innovative Interfaces hereby
expressly authorizes MARINet to copy SOFTWARE for its own use,
solely for archive or emergency restart purposes or to replace worn
copy.
D. Materials Developed by Innovative Interfaces or MARINet
MARINet agrees that all training and procedural materials developed
by Innovative Interfaces in conjunction with the SOFTWARE shall be
the property of Innovative Interfaces. MARINet further agrees that
additions and supplements to the SOFTWARE which may be developed
for MARINet through the reimbursed or unreimbursed efforts of
Innovative Interfaces employees or agents, whether or not in
conjunction with MARINet's employees or agents, shall be the
exclusive property of Innovative Interfaces. All training and
procedural materials developed by MARINet acting without Innovative
Interfaces shall be the exclusive property of MARINet.
E. Proprietary Rights
Innovative Interfaces retains for itself, and MARINet acknowledges
that Innovative Interfaces so retains, all proprietary rights in and to all
designs, engineering details, and other data pertaining to the SYSTEM,
and retains for itself the sole right to manufacture, lease, license, and
sell any and all such systems. The SOFTWARE and the configuration of
the EQUIPMENT shall be deemed to be trade secrets of Innovative
Interfaces.
F. SOFTWARE Availability
Availability of the licensed software to MARINet shall be governed by
the provisions of the the Software Escrow Agreement (Rider H).
G. Ownership of Data
All bibliographic, item, fine, borrower, and other records entered into
the database of MARINet or supplied to Innovative Interfaces by
MARINet are and shall remain the sole property of MARINet.
Innovative Interfaces shall not, without MARINet's written consent,
7
copy or use such records, except to carry out contracted work under this
Agreement; will not transfer such records to any other party not
involved in the performance of this Agreement; and will return
submitted records to MARINet upon completion of the work hereunder.
MARINet shall have the right, without the consent of Innovative
Interfaces, to extract as MARINet's property such data using standard
Innovative Interfaces utilities including MARC output formats at no
cost to MARINet. MARINet will extract all MARC bibliographic
records added, modified, or deleted from a MARINet-specified date for
submission to union catalog producers. Innovative Interfaces agrees to
assist MARINet, if requested, in making such extracts at Innovative
Interfaces' then -published rates.
10. Patent and Convright Protection
Innovative Interfaces shall pay all copyright, patent, or other royalties, if
any, in respect of the use of the SYSTEM. Innovative Interfaces will
defend, at its expense, any action brought against MI INet to the extent
that the action is based on a claim that the manufacture, sale, operation or
use of the EQUIPMENT or SOFTWARE (or any part thereof) infringes any
third party's U.S. patent rights or breaches any third party's U.S.
copyright or industrial property rights and Innovative Interfaces will pay
any and all costs and damages payable by MARINet in respect of any such
action.
If the EQUIPMENT or SOFTWARE (or any part thereof) becomes or in
Innovative Interfaces' opinion is likely to become the subject of a claim
based on an alleged infringement of breach as aforesaid, Innovative
Interfaces may, at its expense and option, with prior written notice to
MARINet, do one of the following:
(a) modify the SYSTEM so that there is no longer any infringement or
breach without adversely affecting the functional or performance
capabilities of the SYSTEM;
(b) procure for MARINet the right to continue to use the SYSTEM;
(c) substitute for the relevant EQUIPMENT or SOFTWARE other
equipment or software having a functional and performance capability
equivalent to the replaced EQUIPMENT or SOFTWARE or which
satisfies MARINet's need, whichever is less; or
(d) with the consent of MARINet, take back such EQUIPMENT or
SOFTWARE and refund any sums MARINet has paid Innovative
Interfaces on account of the purchase price less a reasonable amount
for use, damage, depreciation, and obsolescence.
�4-1
Innovative Interfaces shall have no liability respecting any claim of
infringement or breach as aforesaid based entirely upon the combination,
operation, or use of the EQUIPMENT or SOFTWARE with equipment,
software, apparatus, devices, or things not supplied by Innovative
Interfaces or in a manner not substantially consistent with Innovative
Interfaces specifications and instructions. This Section states the entire
liability of Innovative Interfaces for any type of infringement or breach
whatsoever of the industrial or intellectual property right of third parties
resulting from or relating to the manufacture, sale, operation, or use of
EQUIPMENT.
11. Training
Innovative Interfaces shall provide without additional charge training
sessions on the operations and use of the SYSTEM for MARINet's
personnel as set forth in Rider D of this Agreement at times and locations
to be agreed upon by Innovative Interfaces and MARINet. Any additional
training required by MARINet shall be provided by Innovative Interfaces
at Innovative Interfaces' prevailing rate for such services. Any additional
training required as a result of EQUIPMENT and/or SOFTWARE upgrades
to the SYSTEM purchased under this Agreement will be provided as
determined by Innovative Interfaces and MARINet. Nothing in this
Agreement shall be construed to obligate MARINet to purchase any
additional training or periodic review sessions.
MARINet reserves the right to videotape Innovative Interfaces' training
sessions for later re -use within MARINet.
12. Documentation
Complete documentation as defined in this Section shall be delivered to
MARINet within two (2) weeks of the signing of this Agreement.
All documentation shall be amended to indicate any changes in
HARDWARE and SOFTWARE made after the SYSTEM is certified ready
for use and all such documentation shall be delivered to MARINet in
proper form prior to final payment.
Innovative Interfaces agrees to provide MARINet, without additional
charge:
A. Five (5) copies of an Innovative Interfaces Users Reference Manual
which describes the system functions, including such topics as
security, file descriptions, file maintenance, searching, cataloging
features, circulation features, ordering/receiving features, periodicals
checkin features, and reports.
B. Three (3) copies of all updates to a Users Reference Manual due to fixes
"i
J
and/or enhancements to the SOFTWARE licensed by MARINet which
have been generally distributed by Innovative Interfaces.
C. System manuals for all EQUIPMENT, including at least one (1) copy of
each of the manuals for each type of EQUIPMENT but five (5) copies for
each type of peripheral EQUIPMENT.
D. One (1) set of manuals for the computer that describes such activities
as system boots, file saves, tape loading, and proper handling of the
HARDWARE.
E. A Hardware Preinstallation Guide that provides information on
physical preparations necessary for proper EQUIPMENT installation.
F. A Software Preinstallation Guide that provides information on library -
defined variables and parameters.
All revisions to documentation and manuals must be supplied by
Innovative Interfaces at no additional cost, so long as a maintenance
agreement is in effect between MARINet and Innovative Interfaces.
Innovative Interfaces grants to MARINet the right to copy or otherwise
reproduce for training or other internal uses portions of Innovative
Interfaces -produced documentation and manuals furnished pursuant to
this provision at no additional charge provided that Innovative Interfaces'
statement of copyright be included on each copy.
13. Maintenance Agreement
Innovative Interfaces and MARINet shall enter into an agreement for
maintenance (Rider I) of the SYSTEM described herein, covering parts,
labor and travel expenses for corrective and preventive maintenance.
MARINet will contract for maintenance and Innovative Interfaces will be
responsible for providing maintenance on the central site equipment for at
least five (5) years from the execution of the Agreement.
Maintenance charges for the Innovative Interfaces SYSTEM will begin one
(1) year after the date of initial installation of central site hardware, except
for maintenance charges for telecommunications equipment which shall
begin one (1) year after the installation of that telecommunications
equipment.
After the first year, maintenance costs for years 2-5 may be negotiated
between the Parties at a rate not -to -exceed five percent (5%) above the
maintenance costs for the previous year.
MARINet has the right to contract directly for maintenance service of
peripherals without affecting the performance warranties in Section 19.A
10
of this Agreement. In the event that MARINet contracts directly for
maintenance service of peripherals, Innovative Interfaces will not be
responsible for the System Reliability of the peripheral EQUIPMENT so
maintained.
14. Software Functional Acceptance Test
A. Functions in Catalog Database, Bibhofile Interface, Authority Control,
Circulation and Circulation Backup shall be tested in accordance with
Rider G within thirty (30) calendar days of completion of SYSTEM
installation and training for the module.
Functions in Public Access Catalog shall be tested in accordance with
Rider G within four (4) months of online use of Circulation.
Functions in Acquisitions, Electronic Ordering, and Serials
Checkin/Claiming shall be tested in accordance with Rider G within
thirty (30) calendar days of completion of training for the module.
Functions in Journal Citation, Gateway, Z39.50, and Community
Resources shall be tested no later than January 1, 1995.
MARINet shall notify Innovative Interfaces in writing when the
Acceptance Tests are completed, indicating those functions which have
not performed correctly. Innovative Interfaces shall have thirty (30)
calendar days from receipt of notice to make the necessary corrections.
The test will be repeated within thirty (30) calendar days of receipt by
MARINet of corrections from Innovative Interfaces.
B. If MARINet fails to conduct the Software Functional Acceptance Test
within the allotted time, provided that Innovative Interfaces has
conducted the prerequisite training, or fails to notify Innovative
Interfaces within fifteen (15) calendar days of a failed test, the test will
be deemed to have been successfully completed and all associated
payments will be due and payable to Innovative Interfaces. Payment
made to Innovative Interfaces under these circumstances does not
relieve Innovative Interfaces of the responsibility for meeting the
functional requirements of the test.
C. If successful completion of these Software Functional Acceptance Tests
is not attained, MARINet or Innovative Interfaces shall have the right
to terminate this Agreement or to continue the test. If,
notwithstanding their respective rights under this subparagraph to
terminate the Agreement, MARINet and Innovative Interfaces have
permitted the test to be continued, such permission by MARINet and
Innovative Interfaces shall not constitute an abrogation of their
respective rights or a waiver of their respective rights to terminate the
Agreement; and such rights shall remain in effect until such time as
11
either a successful completion of the test is accomplished, or MARINet
or Innovative Interfaces formally terminates the Agreement by notice
to the other Party. Upon such termination, Innovative Interfaces shall
refund to MARINet all payments made to Innovative Interfaces under
this Agreement and MARINet shall return all SOFTWARE and
EQUIPMENT to Innovative Interfaces at Innovative Interfaces'
expense. No remedy reserved by MARINet under this Agreement is
intended to be exclusive of any other remedy now or hereafter existing
in law or equity.
15. SYSTEM Reliabilitv Performance Test,
A. Upon successful completion of the Software Functional Acceptance Test
outlined in Rider G, the SYSTEM Reliability Performance Test as
outlined in Rider G shall commence.
Innovative Interfaces must successfully complete the SYSTEM
Reliability Performance Test within one hundred eighty (180) calendar
days of commencement of testing. If the test fails within this period,
MARINet will automatically re -start the test after the problem has been
resolved.
B. MARINet may, at its option, stop and resume the test, and such time
during which the test was stopped at MARINet's option shall count
neither as downtime nor as part of the successful sixty (60) day
performance period nor as part of the one hundred eighty (180) day total
test period. In no event shall such interruption(s) of the test extend
beyond a total of five (5) calendar days per test. MARINet shall notify
Innovative Interfaces in advance of stops and resumption of testing.
C . MARINet shall notify Innovative Interfaces in writing when the
SYSTEM Reliability Performance Test is completed.
D. If MARINet fails to commence performance of the SYSTEM Reliability
Performance Test within thirty (30) calendar days of completion of the
Hardware Functionality Test, provided that Innovative Interfaces has
conducted the prerequisite training and the database is ready to load, or
fails to notify Innovative Interfaces within fifteen (15) calendar days of a
failed test, the test will be deemed to have been successfully completed
and all associated payments will be due and payable to Innovative
Interfaces. Payment made to Innovative Interfaces under these
circumstances does not relieve Innovative Interfaces of the
responsibility for meeting the criteria of this test.
E. If successful completion of the SYSTEM Reliability Performance Test is
not attained within one hundred eighty (180) calendar days of the date of
commencement of the test, excluding any time during which testing
was stopped at MARINet's request, MARINet or Innovative Interfaces
12
shall have the right to terminate this Agreement or to continue the test.
If, notwithstanding their respective rights under this subparagraph to
terminate the Agreement, MARINet and Innovative Interfaces have
permitted the test to be continued, such permission by MARINet and
Innovative Interfaces shall not constitute an abrogation of their
respective rights or a waiver of their respective rights to terminate the
Agreement; and such rights shall remain in effect until such time as
either a successful completion of the test is accomplished, or MARINet
or Innovative Interfaces formally terminates the Agreement by notice
to the other Party. Upon such termination, Innovative Interfaces shall
refund to MARINet all payments made to Innovative Interfaces under
this Agreement and MARINet shall return all SOFTWARE and
EQUIPMENT to Innovative Interfaces at Innovative Interfaces'
expense. No remedy reserved by MARINet under this Agreement is
intended to be exclusive of any other remedy now or hereafter existing
in law or equity.
16. Final Acceptance Test (Full -Load Test)
A. No later than February 28, 1995 or sixty (60) calendar days after the
commencement of Public Access Catalog use by the public, whichever
comes later, the Final Acceptance Test outlined in Rider G shall be
performed or waived by MARINet.
B. MARINet will notify Innovative Interfaces in writing at least fourteen
(14) calendar days prior to the performance of the Test and Innovative
Interfaces shall have the option of attending the Test.
C. MARINet will notify Innovative Interfaces in writing when the Final
Acceptance Test is completed.
D. MARINet may, at its sole option, waive the conduct of the Test.
E. If MARINet fails to commence performance of the Final Acceptance
Test by February 28, 1995 or sixty (60) calendar days after the
commencement of Public Access Catalog use by the public, whichever
comes later, or fails to notify Innovative Interfaces within fifteen (15)
calendar days of a failed test, or waives the Test, the Test will be deemed
to have been successfully completed and all associated payments will be
due and payable to Innovative Interfaces. Payment made to Innovative
Interfaces under these conditions does not relieve Innovative Interfaces
of the responsibility for meeting the criteria of this test.
F. If successful completion is not attained, MARINet or Innovative
Interfaces shall have the right to terminate this Agreement or to
continue the test. If, notwithstanding their respective rights under this
subparagraph to terminate the Agreement, MARINet and Innovative
Interfaces have permitted the test to be continued, such permission by
I?
MARINet and Innovative Interfaces shall not constitute an abrogation
of their respective rights or a waiver of their respective rights to
terminate the Agreement; and such rights shall remain in effect until
such time as either a successful completion of the test is accomplished,
or MARINet or Innovative Interfaces formally terminates the
Agreement by notice to the other Party. Upon such termination,
Innovative Interfaces shall refund to MARINet all payments made to
Innovative Interfaces under this Agreement and MARINet shall
return all SOFTWARE and EQUIPMENT to Innovative Interfaces at
Innovative Interfaces' expense. No remedy reserved by MARINet
under this Agreement is intended to be exclusive of any other remedy
now or hereafter existing in law or equity.
17. Schedule of Pavments
Payment is due no later than thirty (30) calendar days after completion of
the following milestones and submission of an invoice by Innovative
Interfaces.
COST TAX TOTAL
$345,744.00 $25,066.44 $370,810.44
$103,723.00 $7,519.92 $111,242.92
MILESTONE
Delivery and successful
completion of the
Hardware Functionality
Test outlined in Rider G
Load and testing of
Bibliographic, Item,
Borrower and Transaction
Databases
$34,574.00 $2,506.62 $37,080.62 Software Functional
Acceptance Test for
Catalog Database,
Bibliofile Interface,
Authority Control,
Circulation, and
Circulation Backup
$34,574.00 $2,506.61 $371080.61 SYSTEM Reliability
Performance Test per
Rider G
$34,574.00 $2,506.61 $37,080.61 Software Functional
Acceptance Test for Public
Access Catalog
14
$34,574.00
$2,506.61
$37,080.61
Software Functional
Acceptance Test for
Acquisitions, Electronic
Ordering, and Serials
Checkin/Claiming
$34,575.00
$2,506.69
$37,081.69
Software Functional
Acceptance Test for
Journal Citation, Z39.50,
Gateway, and Community
Resources
$21,369.00
$1,549.25
$22,918.25
Printer Peripherals
$18,700.00
0.00
$18,700.00
Installation Services
$48,123.00
0.00
$48,123.00
Extended Warranty
$56,575.00
0.00
$56,575.00
Database Extraction and
Conversion Services
$15,000.00
0.00
$15,000.00
Library Technologies Inc.
Authority Control Services
$69,150.00
$5,013.38
$74,163.38
Final Acceptance Test per
Rider G
Invoices shall be submitted in triplicate to Anne Appel, County Librarian,
Marin County Free Library, 3501 Civic Center Drive, San Rafael, California
94903.
MARINet may withhold any payments due Innovative Interfaces which
may be necessary due to:
(1) Defective work not remedied.
(2) Damage to MARINet.
(3) Persistent failure to carry out the work in accordance with this
Agreement.
Payments shall be made for amounts withheld only after the above
grounds have been removed.
In the event MARINet withholds any payment for any of the above
grounds, it must so notify Innovative Interfaces within ten (10) calendar
days of receipt of the invoice.
M
18. Conversion of Data.
Innovative Interfaces will migrate all bibliographic, item, patron, and
checkout transaction data from the CLSI system to the Innovative
Interfaces SYSTEM. The database extraction, processing, load, and
conversion will include the following steps:
1. Load of CLSI bibliographic and item records on the Innovative
Interfaces SYSTEM in MARC format, de-dupping on LCCN or ISBN
plus a title check.
2. Overlay the CLSI bibliographic records with the MARC records from
Auto -Graphics, matching on LCCN or ISBN plus a title check. Do not
load those Auto -Graphics records which do not overlay CLSI records.
3. Extract and print all CLSI records which are not full MARC records
for staff review and possible upgrade.
4. Load CLSI patron records
5. Load CLSI transaction records.
6. Write a tape of the full MARC bibliographic file, to be used for authority
control processing.
7. Subcontract authority control processing from Library Technologies,
Inc.
8. Load the bibliographic records changed by authority control
processing.
9. Load the MARC authority records from Library Technologies, Inc. and
create cross references.
All bibliographic data will be input in the MARC II Standard
Communications Format and must be capable of being maintained and
output in that format.
A Bibliofile interface will be provided by Innovative Interfaces for transfer
of bibliographic and copy information into the Innovative Interfaces
SYSTEM.
Innovative Interfaces will also load MARC -format authority control
records from Library Technologies Inc. tapes and create cross-references.
Innovative Interfaces will convert any records output by the SYSTEM from
cartridge tape to 9 -track magnetic tape for $150 per cartridge tape.
19. Warrantv
This Agreement includes any warranty or representation made by
Innovative Interfaces in the PROPOSAL as to EQUIPMENT or SOFTWARE
performance, total SYSTEM performance, or any other physical, design, or
functional characteristics of a machine, SOFTWARE, or a SYSTEM.
EF"
A. Performance Levels
Innovative Interfaces expressly warrants that the configuration
provided pursuant to this Agreement will meet or exceed the
performance standards specified in Rider G at the activity levels and
data storage capacity described in Rider F, performing the functions
outlined in Innovative Interfaces' PROPOSAL.
A Full -Load Acceptance Test may be conducted by MARINet any time
within five (5) years after the completion of the SYSTEM Reliability
Performance Test as a means of verifying performance standards.
Testing under this paragraph will use the same standard test developed
for the Final Acceptance Test outlined in Rider G, and conditions for
successful completion of testing shall be no more stringent than for the
Final Acceptance Test.
In the event that the SYSTEM fails to perform at these levels any time
within five (5) years after the completion of the SYSTEM Reliability
Performance Test, Innovative Interfaces will provide at no additional
cost whatsoever to MARINet, additional HARDWARE and SOFTWARE
necessary to bring the SYSTEM into compliance with these
requirements within one hundred fifty (150) calendar days after written
notification to Innovative Interfaces by MARINet of such failure.
MARINet will test each new Innovative Interfaces software release
using the same standard test developed for the Final Acceptance Test
outlined in Rider G. If the new software release meets the conditions of
the test, MARINet will certify that release and that release will be the
earliest release used by MARINet. If the new software release does not
meet the conditions of the test, MARINet may, at its option, elect to
freeze the release schedule at the latest certified release or to purchase
additional hardware necessary to use the new release. If MARINet
chooses to freeze the release schedule, Innovative Interfaces will
maintain that release for two years or until November 1, 1998,
whichever is earlier.
B. Other Warranties
Innovative Interfaces warrants that the SYSTEM shall be
merchantable and fit for the purposes of library automation as
described in Innovative Interfaces' PROPOSAL and Users Reference
Manual.
Innovative Interfaces warrants that MARINet shall acquire good and
clear title to the EQUIPMENT being purchased by MARINet
hereunder, free and clear of all liens, encumbrances, and rights of
third parties. All EQUIPMENT shall be new.
IVi
Innovative Interfaces further warrants that at the point and time of
installation the EQUIPMENT shall be free from defects in design,
workmanship, and materials under normal use and service and are fit
and sufficient for their intended purpose. This warranty will continue
for one (1) year after successful completion of the Hardware
Functionality Test for the Innovative Interfaces SYSTEM except for
telecommunications equipment which shall begin one (1) year after the
installation of that telecommunications equipment. If, during such
warranty period, MARINet provides written notice of the discovery of
any defects in the EQUIPMENT, Innovative Interfaces will, at its option
and expense, repair all defects or replace portions of the EQUIPMENT,
where appropriate, provided Innovative Interfaces' inspection at the
site of the EQUIPMENT demonstrates the existence of the defects
asserted by MARINet. Portions of the EQUIPMENT which are of an
expendable nature, both mechanical and electrical, including, but not
limited to, ribbons, brushes, and paper, are excluded from the warranty
provided in this Section.
The provisions of the warranty set forth in this Section shall extend only
to MARINet as an original purchaser and in no event will extend
beyond repair or replacement of the defective portions of the
EQUIPMENT.
Innovative Interfaces hereby warrants to MARINet that the SYSTEM
shall perform in accordance with the specifications set forth in the
Contract Documents and that at the time of executing this Agreement
Innovative Interfaces has the right to grant the SOFTWARE license
referred to herein.
Innovative Interfaces specifically warrants that the existing Wyse 30
and Wyse 60 terminals when operating with VT -100 compatible
terminal emulation can be used with the SYSTEM.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN
LIEU OF ALL OTHER WARRANTIES OF ANY TYPE WHETHER
EXPRESS OR IMPLIED.
20. Forei-n Component Interface
MARINet may, at its option, connect to the SYSTEM purchased under this
Agreement any equipment manufactured or supplied by others including,
but not limited to, peripheral equipment, other computers,
communications equipment, terminal devices, and the like, provided there
is a standard industry, established interface of RS232 available, or using an
Ethernet TCP/IP network. Upon request Innovative Interfaces shall
promptly disclose, subject to confidentiality, trade secret, or non-
competition agreements, to MARINet the technical specifications for any
given interface point on the SYSTEM. MARINet shall accurately and fully
advise Innovative Interfaces, in writing, at least thirty (30) calendar days
before it intends to connect any other equipment to the SYSTEM, and
Innovative Interfaces shall have the right to inspect at its own cost the
specifications and installation of any such new equipment.
In the event that Innovative Interfaces is required to perform maintenance
services on the SYSTEM because of damage to the SYSTEM resulting from
the attachment of equipment not approved by Innovative Interfaces, such
service shall be billed to MARINet at Innovative Interfaces' then -current
standard hourly maintenance rates.
If requested by MARINet, Innovative Interfaces will consult with
MARINet at Innovative Interfaces' then -published rates regarding the
compatibility and installation of other proposed equipment with the
SYSTEM.
21. Indemnitv
Innovative Interfaces agrees to indemnify, hold harmless and defend the
Library and its agents, officials and employees from any liability, claim or
injury, related to or caused by fault or negligence of Innovative Interfaces'
employees or subcontractors. However, Innovative Interfaces' obligation to
defend shall not accrue until the Library tenders he defense to Innovative
Interfaces. MARINet agrees that MARINet will provide Innovative
Interfaces prompt written notice with regard to any claim alleged by
MARINet or others to fall within the scope of this section,
22. Conseauential Damages
NEITHER PARTY IS LIABLE FOR INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED.
23. Insurance
Innovative Interfaces, at its own cost and expense, shall provide insurance
coverage to be in full force and effect during the term of this contract in
limits of not less than the following amounts:
$1,000,000 combined single limit of personal injury and
purveyors' liability.
$1,000,000 combined single limit of premises liability.
$50,000 property damage.
Upon the signing of this Agreement, a Certificate of Insurance will be
provided to MARINet by Innovative Interfaces.
R
No such insurance shall be cancelled or modified without thirty (30) days
prior written notice to MARINet.
24. Independent Contractor,
Innovative Interfaces shall perform the services hereunder as an
independent contractor and shall furnish such services in its own manner
and method, and under no circumstances or conditions shall any agent,
servant, or employee of Innovative Interfaces be considered as an employee
of MARINet.
25. EaualOpportunity
Innovative Interfaces assures that it will comply with Title VII of the Civil
Rights Act of 1964 and that no person shall be excluded from participation
in, be denied the benefits of, or be otherwise subjected to discrimination
under this Agreement, on the grounds of race, creed, color, sex, sexual
orientation, religion, political affiliation, national origin, disability, or
Vietnam Veteran status.
26. Non-Assi-nability
No assignment of this Agreement or any right or interest therein by either
Party shall be effective unless the other Party shall first give its written
consent which consent may not be unreasonably withheld. In no case
shall such consent relieve Innovative Interfaces from its obligation or
change the terms of this Agreement. The performance of the Agreement
by MARINet and Innovative Interfaces is of the essence of this Agreement.
27. Publicitv
Each Party agrees to submit to the other all press releases, advertising,
sales promotion, and other publicity matters relating to any product
furnished by Innovative Interfaces to MARINet wherein the other Party's
name is mentioned, excluding Innovative Interfaces customer lists and
MARINet's newsletters, training materials, and notices to users of
MARINet. Neither Party will publish or knowingly permit to be published
any such material without the prior written consent of the other.
28. SYSTEM Modification
Innovative Interfaces may provide to MARINet from time to time
modifications of the construction and/or the design of the EQUIPMENT
and/or the SOFTWARE. MARINet agrees to install such SOFTWARE
modifications within one hundred twenty (120) calendar days of their
receipt from Innovative Interfaces, and to permit Innovative Interfaces to
install such EQUIPMENT modifications. If necessary, MARINet shall
allow Innovative Interfaces personnel access to the SYSTEM during
�o'
normal business hours, or at such other times as may be mutually agreed
upon, for the purpose of installing such modifications. In the event that
Innovative Interfaces provides such modifications to MARINet, Innovative
Interfaces shall supply documentation and training which shall be
sufficient for the use and operation of the SYSTEM by MARINet.
If the SOFTWARE modifications cannot be certified using the same
standard test developed for the Final Acceptance Test outlined in Rider G,
MARINet may, at its option, choose not to install the new release and
freeze releases at the latest certified release. Innovative Interfaces agrees
to maintain that release for two years or until November 1, 1998, whichever
is earlier.
29. Purchase of Additional EauiDment
MARINet shall have an option to purchase at an eighteen percent (18%)
discount additional SOFTWARE and HARDWARE listed in Riders B and C
and in Innovative Interfaces' PROPOSAL for a period of three (3) months
from the date of execution of this Agreement. Any price reductions that
occur before Innovative Interfaces orders EQUIPMENT and SOFTWARE
will be made available to MARINet, which at its option may use this
reduction in lieu of proposed prices.
30. MARINet's Responsibilities
A. MARINet will provide adequate and timely support or information with
regard to its administrative, operational, and management procedures,
and any data necessary to effectively complete implementation or
installation of the SYSTEM. Once the installation has been completed,
MARINet will manage and operate the SYSTEM.
B. MARINet agrees to provide Innovative Interfaces with certain data that
will be incorporated into the building of various data files and which
are essential to the implementation of the SYSTEM. Innovative
Interfaces will provide MARINet with the necessary specifications for
such data. Innovative Interfaces will not assume liability for incorrect
SYSTEM performance resulting from failure of MARINet to submit
appropriate data, or from the submission of erroneous data.
C . MARINet agrees to appoint one person as the prime contact for
MARINet with Innovative Interfaces.
31. No Waiver
No waiver of any breach of any term or condition of this Agreement shall be
construed to waive any subsequent breach of the same or any other term or
condition of this Agreement.
21
32. Force Maieure
The Parties will exercise every reasonable effort to meet their respective
obligations hereunder, but shall not be liable for delays resulting from force
majeure or other causes beyond their reasonable control, including, but not
limited to, acts of God, acts or omissions of the other Party, Government
acts or omissions, fires, strikes, national disasters, wars, riots,
transportation problems and/or any other cause whatsoever beyond the
reasonable control of the Parties. Any such cause will extend the
performance of the delayed obligation to the extent of the delay so incurred.
33. Notices
All notices given hereunder will be sent certified mail, return receipt
requested, addressed to the other Party at the following address or such
other address as either Party may specify in writing.
MARINet: Anne Appel, County Librarian
Marin County Free Library
3501 Civic Center Drive
San Rafael, California 94903
Innovative Interfaces: Gerald M. Kline, President
Innovative Interfaces, Inc.
2344 Sixth Street
Berkeley, CA 94710
A notice shall be deemed given when placed in the U.S. Mail as specified
above.
34. Non-ADnronriation of Funds.
This Agreement shall commence upon the day first provided herein and
continue in full force and effect until termination in accordance with its
provisions. All parties will recognize that the continuation of any contract
after the close of any fiscal year of MARINet, which fiscal year ends on
June 30 of each year, shall be subject to budget approval providing for or
covering such contract item as an expenditure in said budget. MARINet
does not represent that said budget item will be actually adopted, said
determination being the determination of the MARINet Board at the time
of the adoption of the budget herein. No penalty shall accrue to MARINet
in the event this provision shall be exercised. Should termination be
accomplished in accordance with this Section, MARINet shall be liable
only for payments due through the date of termination, except that if more
EQUIPMENT and SOFTWARE have been installed than have been paid for
to date by MARINet, a mutually -agreeable determination of EQUIPMENT
and SOFTWARE to be retained by MARINet will be negotiated. MARINet
shall not terminate this Agreement in order to acquire similar
KPA
EQUIPMENT or SOFTWARE from a third party.
35. Governing Law
This Agreement shall be governed and construed in accordance with the
statutes and laws of the State of California.
If a dispute arises concerning the operation, enforcement, and
interpretation of the provisions of this Agreement, such dispute will be
resolved by binding arbitration according to the Commercial Rules of the
American Arbitration Association.
In such event, the prevailing party will be entitled to recover the cost of
arbitration and a reasonable attorney's fee which may be set by the
arbitrator. Such award may be confirmed by petition to an appropriate
court of general jurisdiction in the State of California. And, in the event
that confirmation by petition or collection activities are required due to a
failure of a party to voluntarily comply with the terms of an arbitration
award, the prevailing party shall be entitled to recover costs of such
petition, cost of customary collection activities, and reasonable attorney's
fees for representation in all post -arbitration proceedings including
collection activities to be determined upon noticed motion.
36. Severabilitv
If any provision of this Agreement shall be held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired.
37. Entire A--reement
This Agreement and incorporated documents contain the entire
understanding of the Parties hereto and neither it nor the rights and
obligations hereunder may be changed, modified, or waived except by an
instrument in writing signed by the Parties hereto.
The Parties hereby indicate their acknowledgement and acceptance of the terms
and conditions stated in this Agreement as evidenced by the following signatures
of their duly authorized representatives. It is the intent of the Parties that this
Agreement shall be effective as of the day and year first indicated above.
MARINet
.0
Robert Rumiguiere
Chair, Marin County Board of Supervisors
INNOVATIVE INTERFACES, INC.
GERALD M. KLINE
President
24
Date to Finish
December 1, 1993
December 1993
RIDER A
SCHEDULE OF ACTIVITIES
Party
Responsible Tasks
Joint Finalize Agreement
III Send documentation to MARINet
January 1994 Joint Discussions between Innovative
Interfaces and MARINet project leaders
to:
a)
define files and screen layout
b)
discuss selection of local
parameters
c)
define how to access the database,
access points, and which fields are
indexed and combined
d)
decide which fields are to be authority
files
e)
map bibliographic database
f)
discuss and prepare plans for
patron records
March 1994
April 1994
April 1994
April 1994
April 1994
April 1994
May 1994
MARINet Complete site preparations
and notify Innovative Interfaces
Joint Start taking bibliographic, item, and
patron records from CLSI system
III Delivery of central site equipment
III Install central site equipment and
software, and Innovative Interfaces'
software
III Conduct Hardware Functionality Test
III Train system operations staff
MARINet Start System Reliability Performance
Test
N
May 1994
T I I
Load test CLSI bibliographic and item
file
May 1994
MARINet
Deliver Auto -Graphics MARC tape to
Innovative Interfaces
May/June 1994
III
Load master CLSI bibliographic and
item file
June 1994
111
Install online bibliographic interface
June 1994
MARINet
Test online bibliographic interface
June 1994
111
Train technical services staff on database
maintenance
June 1994
III
Install telecommunications equipment
and peripherals
June 1994
MARINet
Start Software Functional Acceptance
Test
June 1994
MARINet
Load patron file
June 1994
111
Load supplemental CLSI records
June 1994
111
Train for Circulation and Backup
Circulation
June 1994
111
Load transaction records
June 30, 1994
MARINet
Begin online Circulation
July 1994
III
Load test MARC file
July 1994
MARINet
Approve test MARC file
July/August 1994
III
Load MARC bibliographic records,
overlaying matching CLSI records
September 1994
Joint
Write tape for authority control vendor
October 1994
Joint
Load matching authority records and
changed bibliographic records
October 1994
111
Load EBSCO serial records
October/November 1994
111
Load journal citation files
October/November 1994
MARINet
Begin online Public Access Catalog
November 1994
III
Train on Acquisitions
November 1994
MARINet
Begin online Acquisitions
December 1994
MARINet
Software Functional Test of Z39.50
December 1994
MARINet
Software Functional Test of Gateway
module
December 1994
MARINet
Software Functional Test of Community
Resources
January 1995
MARINet
Train on Serials Checkin/Claiming
January 1995 MARINet Begin online Serials Checkin/Claiming
February 1995 MARINet Start Final Acceptance Test for SYSTEM
W
RIDER B
EOT;IPMENT LIST ;AND PRICES
_QTY COMPONENT UNIT COST TOTAL PRICE
BASIC CFTgTRAL SITE HARDWARE:
Central Processor $99,940.00
DEC 3000 Model 500S Advantage Server [DEC Alpha]
Model PE511-E 1 with:
64MB memory
Two SCSI -2 controllers
(1) RZ26 1.05GB disk drive
(1) RRD42 600MB CD ROM drive
(1) TLZ06 4 GB DAT tape
Includes software license:
DEC OSF/1 AXP Base License
DEC OSF/1 AXP Server License
NAS 300 -AK OSF/1 Alpha AXP
Thickwire Ethernet
power cord, 120V
(3) Model M515 -DA 64MB memory
(7) RZ26 1.05GB disk drive
(1) RZ58 1.35GB disk in a dual -drive SCSI expansion box
(1) QL-MT7AG-6A DEC/OSF/1 A UNLD I.A. DEC 35005
Media and Documentation:
(1) Model QA-MT4AA-H8 DEC OSF/1 A BAS CD ROM
(1) Model QA-054AA-H8 SW LIB OSF/1 AXP LP's CD ROM
Tape Drive for backup (4 GB DAT) Included
System Printer 1,450.00
192 Port Capacity 32,340.00
Total Basic Central Site Hardware $133,730.00
.:
INNOVATIVE INTERFACES PERWAEUAIS
85
Terminals for OPAC (@ $595)
$50,575.00
35
Terminals for Circulation (@ $595)
20,825.00
16
Terminals for staff (@ $595)
9,520.00
6
Laser readers (@ $2,150)
12,900.00
22
Barcode readers (@ $785)
17,270.00
10
PCs (@ $1,999)
19,990.00
12
Portable terminals (@ $3,200)
38,400.00
1
UPS
3,750.00
Total Innovative Interfaces Peripherals $173,230.00
TELECOMMUNICATIONS
CENTRAL SITE:
10
M9600 Modems (9600 baud) (@ $750)
$7,500.00
3
Marathon 10K Chassis (@$3,500)
10,500.00
3
Featurepak Phase 2.5 (@$2,000)
6,000.00
3
Remote Terminal Server Modules (@2,750)
8,250.00
3
Network Management Modules (@$300)
900.00
13
UDS Rackmounted DSU/CSU (@$595)
7,735.00
13
Crossover Cable, DB25 to DB25 (@$55)
715.00
1
UDS Rack (holds 16 rackmount DSU/CSU)
1,045.00
3
Lantronix 16 -port Terminal Servers (@$2,695)
8,085.00
Subtotal, Central Site $50,730.00
BRANCHES:
7
Marathon 1K Chassis (@$1,500)
$10,500.00
13
Featurepak Phase 2.5 (@$250)
3,250.00
12
12 channel Asynch Modules (@$1,750)
21,000.00
7
Network Management Modules (@$300)
2,100.00
13
Codex Multirate DSU/CSU (@$750)
9,750.00
13
Crossover Cable DB -25 to DB -25 (@$55)
715.00
6
Micom Box with 4 Asynch Channels (@$1,540)
9,240.00
Subtotal, Branches $56,555.00
Total Telecommunications $107,285.00
SUBTOTAL RIDER B $414,245.00
71
DISCOUNT $69,607.00
DISCOUNTED TOTAL $344,638.00
7.25% SALES TAX $24,986.25
TOTAL RIDER B $369,624.25
0
Q -TY
RIDER B2
PRINTER PERIPHERALS
COMPONENT
HP Thinkjet Printers (@$419)
SUBTOTAL, RIDER B2
7.25% SALES TAX
TOTAL, RIDER B2
31
TOTAL PRICE
$21,369.00
$21,369.00
$1,549.25
$22,918.25
RIDER C
SOFTWARE LIST AND PRICES
COMPONENT TOTAL PRICE
Cataloging/Database Maintenance
$30,000.00
1 BiblioFile Interface
4,850.00
Report Writer
Included
Authority Control
$15,000.00
MARC Record Export
Included
Online Public Access Catalog
20,000.00
Dial Access OPAC
Included
Circulation Control
28,500.00
10 copies PC Circ Backup Software (@$650.00)
6,500.00
Acquisitions (50,000 order records)
43,500.00
BISAC Interface (Electronic ordering)
5,000.00
Serials Checkin/Claiming (3,000 subscriptions)
17,400.00
Electronic Mail
14,500.00
Journal Citation Software to support IAC's
9,500.00
General Periodicals Index - Public
(Additional disk storage included w/CPU]
Community Resources
9,500.00
CPU gateway (Assumes MARINet has access to Internet)
4,500.00
Z39.50 (client and server)
19,500.00
(Assumes MARINet has access to Internet)
186 User licenses
215,600.00
Operating system
Included
B&T Link Ordering Interface
5,000.00
SUBTOTAL RIDER C $448,850.00
DISCOUNT $102,000.00
DISCOUNTED TOTAL $346,850.00
7.25% SALES TAX $25,146.63
TOTAL RIDER C $371,996.63
32
RIDER D
INNOVATIVE INTERFACES SERVICES AND PRICES
SERVICES TOTAL CHARGE
System Installation $4,300.00
Telecommunications Hardware Installation 9,500.00
Shipping (and Insurance) 2,900.00
Training
Included
(Includes 12 days of onsite training)
Installation
1 Day
INNOPAC Database
1 Day
System Maintenance
1 Day
Cataloging
2 Days
Circulation
2 Days
Acquisitions
3 Days
Serials
2 Days
Documentation
Included
(Includes 5 copies of the 4 -volume INOPAC Users Manual,
1 copy of the INNOPAC GettinL- Started Manual)
Migration from CLSI (bibliographic, item, patron,
17,450.00
transaction Files)
Merge and De-dup Database (Overlay CLSI title
27,125.00
records with Auto -Graphics MARC records, map item
data from CLSI to INNOPAC format)
(Assumes 350,000 CLSI expanded title records,
800,000 item records, 175,000 Auto -Graphics MARC records)
Authority Control for 300,000 bibliographic records
15,000.00
(Machine processing only)*
Load Database and MARC Authority Records
9,500.00
Shipping and Installation for 10 PCs (@$200)
2,000.00
Load EBSCO serials records
2,500.00
Extended warranty
48,123.00
TOTAL OF RIDER D $138,398.00
33
* Innovative Interfaces will subcontract for these services based on the August
24, 1993 quotation from Library Technologies, Inc. MARINet will pay Innovative
Interfaces the charges billed by Library Technologies, Inc.; these charges will be
based on unit costs with the total dependent upon the exact number of records
handled.
34
RIDER B
RIDER B2
RIDER C
RIDER D
RIDER E
PRICE SUMMARY
TOTAL
35
PRICE
$369,624.25
$22,918.25
$371,996.63
$138,398.00
$902,937.13
RIDER F
PERFORMANCE STANDARDS.
1. TRANSACTION MIX TABLE - YEAR 1(1993-94)
TRANSACTION TYPE
ANNUAL
PER HOUR
PER HOUR
(AVERAGE)
(PEAK)
Check-out
2,000,000
675
2,025
Check-in
2,250,000
750
1,125
Titles Added/Changed/Deleted
63,000
32
64
Items Added/Changed/Deleted
110,000
55
220
Borrowers Added or Changed
50,000
20
40
Titles Ordered
55,000
30
60
Reserves
70,000
25
75
Interlibrary Loans
15,000
5
15
Fine Processing
200,000
70
140
First Overdue Notices
100,000
(batch)
(batch)
Final Overdue Notices
35,000
(batch)
(batch)
Borrower Record Queries
150,000
50
100
Serials Issues Checked In
35,000
12
36
Catalog Searches by
Borrowers and Staff
7,200,000
2,400
3,600
2. TRANSACTION MIX TABLE - YEAR 5 (1998-99)
TRANSACTION TYPE
ANNUAL
PER HOUR
PER HOUR
( AVERAGE)
(PEAK)
Check-out
3,000,000
1,000
3,000
Check-in
3,400,000
1,150
1,725
Titles Added/Changed/Deleted
80,000
40
80
Items Added/Changed/Deleted
150,000
75
300
Borrowers Added or Changed
75,000
25
50
Titles Ordered
70,000
35
70
Reserves
200,000
70
210
Interlibrary Loans
30,000
10
30
Fine Processing
300,000
100
200
First Overdue Notices
150,000
(batch)
(batch)
Final Overdue Notices
50,000
(batch)
(batch)
Borrower Record Queries
200,000
70
140
Serials Issues Checked In
50,000
20
60
0
Catalog Searches by
Borrowers and Staff
FILE
Bibliographic Records
Item Records
Patron Records
10,800,000 3,600
3. FILE SIZES*
YEAR 1
350,000
800,000
150,000
*These files can be contained in 3.45 GB of disk storage.
4. INDEXES
am
YEAR 5
550,000
1,200,000
200,000
Author Phrase Index
Title Phrase Index
Subject Phrase Index
Keyword Index for Title, Corporate and Conference Author, Contents, Series and
either Subject Keyword or Subject Subdivision Phrase Index, at MARINet's
sole option
Call Number Index
Bibliographic Utility Number Index
ISBN/ISSN Index
Innovative Interfaces Record Number Index
LCCN Index
Music Publication Index
Barcode Index
5. RESPONSE TIME TABLES
RESPONSE TIME BY TYPE OF TRANSACTION
TRANSACTION
Check-out
Check -In
New Titles Added
(Full Screen Transmission)
New Items Added
New Borrowers Added
AVERAGE LOAD PEAK LOAD
less than 3.0 seconds 3.0 seconds
less than 3.0 seconds 3.0 seconds
5.0 seconds
8.0 seconds
3.0 seconds
5.0 seconds
3.0 seconds
5.0 seconds
37
Reserves Entered
Fine Processing
Borrower Record Queries
Renewals
Catalog Searches - Single Term
Catalog Searches - Boolean
Response Time between
Types of Functions
less than 3.0 seconds 3.0 seconds
3.0 seconds
5.0 seconds
3.0 seconds
5.0 seconds
less than 3.0 seconds
3.0 seconds
3.0 seconds
5.0 seconds
5.0 seconds
8.0 seconds
3.0 seconds
3.0 seconds
RIDER G
TESTING PROCEDURES
A. HARDWARE FUNCTIONALITY TEST
The Hardware Functionality Test will be performed immediately after
installation of the central site computer EQUIPMENT purchased from
Innovative Interfaces. MARINet personnel or their designee may be present at
the test. Upon completion of this test, Innovative Interfaces shall provide
written notice that the test has been successfully completed.
This examination will include the following tests as a minimum:
(a) Central processing unit(s) diagnostic test.
(b) Memory unit(s) diagnostic test.
(c) Disk storage/controller unit(s) diagnostic test. [Including the
writing of a disk file, the reading of a disk file, and the erasure of
a disk file.]
(d) Terminal unit(s) diagnostic test.
(e) Printer unit(s) diagnostic test.
(f) Telecommunications unit(s) diagnostic test.
(g) Power loss/failure test.
B. SOFTWARE FUNCTIONAL ACCEPTANCE TEST
All functions will be tested in accordance with Innovative Interfaces'
PROPOSAL and the user documentation provided by Innovative Interfaces.
C. SYSTEM RELIABILITY PERFORMANCE TEST
The SYSTEM is to be run in a normal operating environment for a period of
sixty (60) consecutive calendar days, with a performance reliability level of at
least ninety-eight percent (98%). Reliability shall be determined by deducting
downtime from the total number of hours MARINet operates the SYSTEM.
Downtime is defined as that period of time when it is not possible to perform
scheduled activities due to equipment or software malfunction, or the system
being released to Innovative Interfaces for remedial maintenance. Downtime
4
shall be calculated to the nearest one-tenth hour and calculated as a percentage
of MARINet's total computer operating hours.
The following table of coefficients shall be used to compute downtime. (In no
case will the coefficient ever exceed 1.0 per hour):
Loss of critical hardware
1.0
- CPU
- Disk drives
- Central data communications unit
- Disk controller
- Operations console
Loss of major hardware, if purchased from Innovative Interfaces
0.5
- Peripheral data communications (multiplexor, modem)
per
- Tape drive
device
- System printer
Loss of other hardware, if purchased from Innovative Interfaces
.10
- Terminal
per
- Optical scanning device
device
- Terminal printer
- Portable optical reader
Loss of critical function 1.0
- Charge
- Discharge
- Renewal
- Holds
- Public access catalog inquiry
- Borrower file inquiry
- Item file inquiry
- Fine payment
- Cataloging data entry
- Bibhofile interface
- Acquisitions functions
- Serials functions
Loss of non-critical function 0.5
- File updates per
- Report generation function
During pilot operations, the response time in excess of stated maximums in
Rider F shall have a coefficient of 1.00 to be added to downtime calculations.
,M
D. FINAL ACCEPTANCE TEST
The Final Acceptance Test is run over several one hour periods, at some time
when the libraries are closed and the operating environment can be controlled.
During these hours, MARINet staff (using all currently installed terminals in
all currently installed locations) will process sufficient transactions to meet or
exceed the average transaction mix loads, and later the peak transaction mix
loads contained in Rider F.
The transaction mix will be tested and the response time measured. The Full
range of purchased functions listed in Innovative Interfaces' PROPOSAL will
be tested including all types of transactions in the Year 5 Transaction Level
Tables contained in Rider F.
MARINet shall provide terminal operators and people acting as data recorders.
The operators shall perform the terminal functions and tally the number of
transactions completed. The recorders will clock and record the response time
for each transaction at elected terminals.
The number of terminals to be used for each transaction type will be agreed
upon by Innovative Interfaces and MARINet at the time of the test.
Both Innovative Interfaces and MARINet may provide inspectors to verify the
accuracy of the activities of the operators and the recorders.
Prior to the commencement of the test, Innovative Interfaces may assist
MARINet personnel in such training as shall be necessary for the terminal
operators and the recorders to perform the activities herein described.
The duration of each test shall be one hour long. All records and logs made
during the test shall be available for inspection by representatives of Innovative
Interfaces and MARINet during and after the test. At the end of the test, all
reocrds and logs are to be collected.
41
RIDER H
SOFTWARE ESCROW AGREEMENT
This Agreement is made this day of . 19 _, with
reference to that certain license Agreement between INNOVATIVE
INTERFACES, INC., (hereinafter referred to as "Licensor") and MARINet
(hereinafter referred to as "Licensee") dated , 19
I. ESTABLISHMENT OF ESCROW
So long as the above-described license is in full force and as an additional
material consideration for the granting, acceptance and continued benefits
obtained and derived from such license, Licensor and Licensee agree that a
copy of all source code material necessary to maintain all software licensed
thereunder shall be placed in escrow as follows:
A. The escrow agent shall be Willdorf & Stevens, 25 Van Ness Ave., Suite 720,
San Francisco, CA 94102. In the event that the above-named escrow agent
fails or refuses to assume the responsibilities of escrow agent or ceases to
act as escrow agent, the parties shall agree upon a new escrow agent and
shall issue demands to Willdorf & Stevens to deliver the escrow material to
such newly designated escrow agent.
B. Source code material shall be released to the Licensee by the escrow agent
upon the occurrence of the following event:
i. If any proceeding in receivership, liquidation or insolvency is
commenced against Licensor and the same be not dismissed within
thirty days, or
ii. If Licensor make any assignment for the benefit of its creditors, becomes
insolvent, ceases to do business as a going concern, or seeks any
arrangement of compromise with its creditors under any statute or
otherwise.
C . Verification of the occurrence of a condition precedent to the release of the
escrowed materials shall be by a reasonable, manner and means to the
reasonable satisfaction of the escrow agent with written notice and
opportunity to object given to Licensor. The escrow agent shall have five
days to release the escrowed documents or to advise the Licensee in writing
of the existence of a conflicting demand.
42
II. VERIFICATION OF ESCROWED MATERIALS
Verification of escrowed materials shall be by certified letter from the escrow
agent to the Licensee stating the identity of each document placed in escrow,
the physical location of the escrow, and the date of establishment of the escrow.
III. ENHANCEMENT AND MODIFICATION
In the event that the software supplied to Licensee pursuant to the above-
described license is enhanced or modified, the Licensor agrees to deposit into
escrow all documents and data reasonably necessary to support and maintain
such enhancements and modifications pursuant to all of the terms and
conditions of this escrow agreement.
IV CONFLICTING DEMANDS
In the event that the parties to this agreement, at any time, give the escrow
agent conflicting demands, the escrow agent shall promptly attempt to resolve
the conflict within ten days, the escrow agent shall interplead the escrowed
materials into a court of competent jurisdiction. Each of the parties hereto
agrees to indemnify and hold the escrow agent harmless from all costs and
expenses, including reasonable attorney's fees, in the event that a conflict of
demands requires interpleader.
V. TERMS OF RELEASE OF ESCROWED MATERIAL
In the event that the material escrowed hereunder is released to Licensee, said
materials shall nevertheless remain the property of the Licensor, its assigns,
trustees, and/or successors in interest. The escrowed materials shall be
subject to all of the terms and conditions of the underlying license granted to
Licensee, including but not limited to, trade secrets and confidentially
protection. Licensee agrees that the escrowed materials shall be used
exclusively for the maintenance of the licensed software and for no other
purposes. Licensee agrees to make all persons working with such licensed
escrowed material aware of the terms and conditions of the license and their
liability for unauthorized use of the licensed escrow material.
VI. TIME
Time is the essence of this Agreement.
43
RIDER I
MAINTENANCE AND SUPPORT SERVICES
HARDWARE AND SOFTWARE SUPPORT SERVICES.
Innovative Interfaces shall provide the Hardware and Software Support
Services as specified herein. Such services shall be provided based on the
following monthly costs; calculated as .75% per month of the discounted cost of
all maintained items except for telecommunications equipment which is
calculated at 1.5% per month of the discounted cost.
Central processor
$823.00
6 laser readers
79.00
22 barcode readers
106.00
12 portable terminals
236.00
UPS
23.00
Software
2,760.00
Telecommunications
1,320.00
Total Monthly Maintenance $5,347.00
(i) Innovative Interfaces will make available maintenance and support
services Monday through Friday 8:00 a.m. to 5:00 p.m. Pacific Time
except on the following holidays:
New Year's Day
Presidents' Day
Easter Sunday
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
Weekday adjacent to Christmas Day
Remote telephone diagnostic service shall be provided Monday through
Friday 5:00 a.m. to 10:00 p.m. Pacific Time, Saturday 7:00 a.m. to 6:00
p.m. Pacific Time, and Sunday 9:00 a.m. to 10:00 p.m. Pacific Time.
An answering service may be used providing calls are returned within
one hour.
Innovative Interfaces will make its best efforts to complete repairs
within forty-eight (48) hours of notice excluding weekends and
holidays. Such maintenance service does not include repairs or
replacement parts due to damage caused by fire, lightning, tornado,
windstorm, hail, earthquake, explosion, smoke, aircraft, motor
,.1
vehicle, collapse of building, strike, riot, power failure or fluctuation,
or other cause originating by reason of other than normal operation of
the equipment, or MARINet's negligence or misuse of the equipment.
MARINet agrees, as part of such maintenance service, to take
reasonable care of the equipment and not permit persons other than
authorized representatives of Innovative Interface, Inc. to effect
adjustments or repairs to the equipment.
(ii) On reasonable notice and at Innovative Interfaces' expense,
Innovative Interfaces may require MARINet to permit Innovative
Interfaces to correct Software bugs and carry out modifications to the
SYSTEM for the purpose of maintaining the SYSTEM. Innovative
Interfaces will be responsible for all corrections at Innovative
Interfaces' expense.
(iii) MARINet will be informed of the release of new modules for the
SYSTEM which may be acquired by MARINet from Innovative
Interfaces at the then -prevailing market price. Upgrades to the
Software shall be installed at no cost to MARINet. For the purpose of
this document, the term "upgrades" shall mean improvements in the
Software which relate to operating performance but do not change the
basic function of the Software or the file size.
ADDITIONAL EQUIPMENT
If MARINet adds any additional Innovative Interfaces equipment to the
SYSTEM after the initial installation, the Maintenance Agreement shall be
extended to cover the new equipment. The maintenance charges for such
equipment shall be based upon Innovative Interfaces' then -current
maintenance price list. The ninety (90) day warranty shall commence on the
date of installation by MARINet of such additional equipment. The additional
equipment shall be added to the Maintenance Agreement after such warranty
shall expire.
CANCELLATION
MARINet may cancel maintenance for any component upon ninety (90) days
written notice to Innovative Interfaces except for maintenance on the central
site equipment which may not be cancelled for five (5) years.
45
MARINet
Robert Rumiguiere
Chair, Marin County Board of Supervisors
INNOVATIVE INTERFACES, INC.
I:
GERALD M. KLINE
President
RIDER J
ADDITIONAL FUNCTIONS TO BE DELIVERED
PIN numbers in patron record for security - Release 9.
Ability to automatically cascade paged item to next location after 72 hours - by
Release 10.
Ability to print multiple items on one bill notice - by Release 10.
Scoping in OPAC - Release 9. (First load no charge.)
Quick item discard function - Release 9.
47