Res 1758 - Agr CCRLS/Library
COUNCIL BILL NO. 2512
RESOLUTION NO. 1758
A RESOLUTION ENTERING INTO AN INTERGOVERNMENTAL AGREEMENT
CONTRACT AMENDMENT WITH CHEMEKETA COMMUNITY COLLEGE FOR
P ARTICIP A TION IN THE CHEMEKET A COOPERATIVE REGIONAL LIBRARY
SERVICE (CCRLS) AND AUTHORIZING THE MAYOR AND LIBRARY DIRECTOR
TO SIGN SAID AGREEMENT.
WHEREAS, the City has, for several years, participated in the Chemeketa Cooperative
Regional Library Service (CCRLS); and
WHEREAS, participation in CCRLS enables city residents to have access to free
reciprocal borrowing privileges and use of an automated library system involving other
participating libraries; and
WHEREAS, it is in the interest of the City to continue this service, NOW,
THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the Mayor and Library Director are authorized to execute an
Intergovernmental Agreement Contract Amendment for the period from July 1, 2004 through
June 30, 2005, with Chemeketa Community College for participation in the Chemeketa
Cooperative Regional Library Service (CCRLS).
Section 2. That a copy of said agreement is attached hereto as Exhibit "A" and, by this
reference, is incorporated herein.
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recor er
Approved as to form:
May 26, 2004
ATTEST:
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May 26, 2004
ary nnant City Recorder
City of Woodburn, Oregon
Page 1 - Council Bill No. 2512
Resolution No. 1758
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CHEMEKETA C<DPERATIVE
REGIONAL LIBRARY
SERVICE
EXHIBIT .4
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CONTRACT #194 03
CHANGE LETTER...!!
INTERGOVERNMENTAL AGREEMENT CONTRACT AMENDMENT
This amendment is made and entered into for the period of July 1,2004 through June 30, 2005,
by and between CHEMEKET A COMMUNITY COLLEGE hereinafter called COLLEGE and
WOODBURN, OREGON, an Oregon municipal corporation, hereinafter called the CITY.
1. Addendum number two (2) to original contract number 194 03.
2. The contract entered into on November 13, 2002, between the COLLEGE and CITY
shall be amended as follows:
2.0 COMPENSATION, point 2.1 is changed to read as follows:
CITY will be compensated by COLLEGE in the amount of$47,751.00as compensation
for the CITY providing nonresident library service for the residents of the COLLEGE
District. Payments shall be made in four equal installments of$11,937.75 at the end of
each quarter, subject to CITY'S signature of this amendment.
2.0 COMPENSATION, subsection point 2.2 is changed to read as follows:
The COLLEGE shall pay the CITY for each net loan provided, i.e., the difference
between the number of CITY items loaned to and checked out in another library and the
number of items owned by other libraries borrowed and checked out by the CITY library.
Tabulation of net loans shall be provided by the CCRLS automated integrated library
system. Payments are subject to CITY'S signature of this amendment.
A budget of$45,000.00 shall be designated for this program for 2004-05 with $11,250.00
budgeted each quarter. The CITY shall be paid its pro rata share on a quarterly basis.
4.0. RESPONSIBILITIES OF CITY, subsection point 4.1 is amended to insert a
new subpoint 4.1.4 which reads as follows:
CITY may participate in CCRLS Committees which advise CCRLS in the
implementation of the new CCRLS integrated automated system subject to CITY'S
signature of this amendment. Participation includes but is not limited to decision making
regarding: data base structure and maintenance, graphical design and user interface,
screening and index structures, report design and generation, equipment selection and
distribution, and resource selection and coordination.
Implementation of the integrated automated system is subject to the terms and conditionS
of the contract between Chemeketa Community College and Innovative Interface which
is attached hereto as Attachment Bt and which is incorporated herein by this reference.
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4.0 RESPONSIBILITIES OF CITY, existing subpoints are renumbered as follows:
4.1.4 Accuracy of Data becomes 4.1.5
4.1.5 Protection of Equipment becomes 4.1.6
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CCRLS . P.O. Box 14007 . 4000 Lancaster Dr. . Salem, OR 97309-7090
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4.1.6 Furniture and Physical Location becomes 4.1.7
A TT ACHMENT A. CCRLS Council Members List is replaced by a revised list for
2004-2005 which is attached and which is incorporated herein by this reference.
ATTACHMENT B. Chemeketa Community College/Innovative Interface contract is
added to this contract and is incorporated herein by this reference.
3. In performing the above, it is understood and agreed that all other terms and conditions of
the original contract are still in effect.
SIGNATURES
This contract and any changes, alterations, modifications, or amendments to it shall not be
effective until approved by the appropriate representative of the parties hereto.
In witness whereof, the parties hereto have caused this agreement to be executed on the date set forth
below.
FOR THE CITY OF WOODBURN:
FOR CHEMEKETA
COMMUNITY COLLEGE:
Signature
Kathy Figley
Mayor ~ City of WOODBURN
Signature
Linda Cochrane
Director ~ Library Administration and
Coordinator ~ CCRLS
Date
Date
APPROVED:
Signature
Julie Huckestein, Director of Business Services
Linda Sprauer
Library Director
Date
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EXHIBIT .~.
ATTACHMENT A "'~l)e..L ()i'3).
CHEMEKETA COOPERATIVE REGIONAL LIBRARY SERVICE
2003-04 Council Members
. \
James Fairchild, Chairperson
Polk County Lay Member
297 S. E. Ironwood
Dallas, OR 97338
Phone: (h) 503-623-2605
Pager: 503-315-1908 Cell: 503-949-0205
Internet: iamesbfair@aol.com
+Term expires: 6/30/06
Twyla Knowles, Vice Chair
Marion County Lay Member
1480 Winter Street NE
Salem, OR 97303
Phone: (h) 503-585-4376 (w) 503-947-7805
Internet: twyla.j.knowles@state.or.us
+Term expires: 6/30/05
John C. Brown
City Manager Representative
Woodburn City Manager
270 Montgomery Street
Woodburn, OR 97071
Phone: (b )503-982-5228
Internet: iohn.brown@cLwoodburn.or.us
Linda Cochrane
Director - Chemeketa College
4000 Lancaster Drive/P. O. Box 14007
Salem, OR 97309-7070
Phone: 503-399-5105 FAX: 503-399-7316
Internet: cocl@chemeketa.edu
Robin Puccetti
PYM Chair
Director - Independence Public Library
311 S. Monmouth Street
Independence, OR 97351
Phone: 503-838-1811
Internet: robinp@ccrls.org
+Term expires: 6/30/04
Toni Rose
Small Library Representative
Director - Sheridan Public Library
142 N.W. Yamhill/IP.O. Box 248
Sheridan, OR 97378
Phone: 503-843-3420
Internet: sheridpl@open.org
+Term expires: 6/30/04
Rev. 4/22/04
Steven Rupp
Rural Lay Representative
1301 NE Hwy 99W #294
McMinnville OR 97128
Phone: (h)503-435-2223
Cell: 503-329-9841
Internet: melcor@onlinemac.com
+Term expires: 6/30/04
Linda Carol Scott
Yamhill County Lay Member
440 "E' Street NE/P. O. Box 257
Willamina, OR 97396
Phone: (h) 503-876-4574 (w)503-550-4195
+Term expires: 6/30/07
Marlys Swalboski
Medium Library Representative
Director - Silver Falls Library District
410 South Water Street
Silverton, OR 97381
Phone: (b)503-873-6513 FAX 503-873-6227
Internet: marlvss@ccrls.orq
+Term expires: 6/30/05
Gail Warner
Large Library Representative
Director - Salem Public Library
585 Liberty Street S.E.lP.O. Box 14810
Salem, OR 97309
Phone: 503-588-6071 FAX: 503-588-6055
Internet: awarner@mail.open.orq
Ex Officio Members
Linda Cochrane
CCRLS Coordinator - Chemeketa College
4000 Lancaster Drive/P. O. Box 14007
Salem, OR 97309-7070
Phone: 503-399-5105 FAX: 503-399-7316
Dave Galati, Executive Director
Mid-Willamette Council of Government
105 High Street S. E.
Salem, Oregon 97301-3667
Phone: 503-588-6177 FAX: 503-588-6094
Internet: daalati@open.orq
Recordina Secretary
Eileen Buyserie, Secretary
4000 Lancaster Drive NE/P. O. Box 14007
Salem, OR 97309-7070
Phone: 503-399-5119 FAX: 503-399-7316
Internet: buve@chemeketa.edu
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ATTACHMENT B
aHlBIT A
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CHEMEKETA COMMUNITY COLLEGE
AND
INNOVATIVE INFERFACES
CONTRACT
CHEMEKETA COOPERATIVE REGIONAL LIBRARY SERVICE
[CCRLS]
APRIL 2004
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
CHEMEKETA CONTRACT 1399 04
EXHIBIT A
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This AGREEMENT is made and entered into this .a 7 T day of "Vf"'. \ 2004, by and
between Innovative Interfaces, Inc. ("Contractor" herein) and Chemeketa Community College
("College" herein).
In consideration of the mutual covenants and provisions set forth herein, Contractor and College
agree as follows:
1. Purpose of Agreement
The purpose of this Agreement is to clarify and set forth the relationship between the College and
the Contractor. The Contractor agrees to provide software, equipment, and related services, as
described in the College's Request for Proposals Integrated LibFary Systemfor Chemeketa
Cooperative Regional Library Service (hereinafter "Exhibit A") and the Contractor's proposal
(hereinafter "Exhibit B''), incorporated by reference.
For purposes of this Agreement, the following words and phrases have specific definitions, as
follows:
"Equipment" shall mean hardware and other equipment identified in Exhibit B, Contractor's
proposal;
"Services" shall mean all services provided by the Contractor as identified in Exhibit A, the
Request for Proposals, and Exhibit B, Contractor's proposal;
"Software" shall mean the software identified in Exhibit B, Contractor's proposal, in machine
readable code form, all updates, enhancements, modifications, revisions thereto supplied by the
Contractor during the term hereof, and all permitted copies of the foregoing.
"Specifications" shall mean the technical, functional, and performance specifications contained
in the RFP (Exhibit A) and in the Contractor's proposal (Exhibit B).
"System" shall mean the Equipment and Software, as configured and installed by the Contractor.
"Term" shall have the meaning provided in section 15.
"Free Maintenance Period" means the period one (1) year after the first day of Initial Training
(OP AC, Systems administration, evaluation).
2. Whole Agreement
This Agreement, including all Exhibits and Attachments, is the complete and exclusive statement
of the Agreement between the parties relevant to the purpose described above and supersedes all
prior agreements or proposals, oral or written, and all other communication between the parties
relating to the subject matter of this Agreement. No modification of this Agreement will be binding
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Integrated Library System -Innovative Interfaces, Inc. and Chemeketa Community College
on either party except as a written addendum signed by an authorized agent of both parties.
EXHIBIT ~
3. Written Notice Page~ of 4~
Any notice of change, termination, or other notice required to be given by the terms of this
Agreement shall be served in one or more of the following manners:
a. In-person delivery to the authorized officer, employee, agent or other representative of the
contracting parties, as set forth in Section 40 of this contract.
b. Deposited in the U.S. mail under certified or registered handling, postage prepaid, posted to
the address(es) given in this document.
4. Governing LawN enue; Attorney Fees and Costs
This Agreement shall be administered and construed Wlder the laws of the State of Oregon. Any
action or suit commenced in COIll1ection with this Agreement shall be instated and maintained in
the local court of competent jurisdiction. The prevailing party shall be entitled to reasonable
attorney fees (including in-house attorney fees) and costs as awarded by the court including any
action at the appellate level.
All rights and remedies of Chemeketa Community College shall be cumulative and may be
exercised successively or concurrently. The foregoing is without limitation to or waiver of any
other rights or remedies of Chemeketa Community College according to law. It is agreed that
fifteen (15) calendar days shall constitute reasonable notice for the exercise of any right in the
event that applicable law specifically requires such notice.
5. Compliance With Applicable Law; Permits and Licenses; Approvals
A. Compliance. The Contractor agrees to comply with all federal, state, and local laws or
ordinances, and all applicable rules, regulations, and standards established by any agency
of such governmental units, which are now or hereafter promulgated insofar as they relate
to the Contractor's performance of the provisions of this Agreement. Contractor agrees to
abide by all applicable federal, state, and local requirements. The designated
representatives of the College shall have the right and authority under this agreement to
stop any activity using College facilities/areas where in their judgment, there are flagrant
violations of College Policies, the terms of this agreement, or the activity is deemed
hazardous to members of a user group, the public, or College facilities.
B. Permits and Licenses. It shall be the obligation of the Contractor to apply for, pay for,
and obtain all permits and/or licenses required, including any required third-party
software licenses.
C. Approvals bv the College. Contractor shall not perform any work pursuant to this
agreement without the specific prior agreement of the designated representative of
Chemeketa Community College. No claim for services or products provided by the
Contractor not specifically provided for in this agreement, or not specifically agreed to in
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
advance will be honored by the College.
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6. Severability
If any portion of this Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
7. Independent Contractor
The service or services to be rendered under this contract are those of an independent contractor.
Contractor is not an officer, employee or agent of Chemeketa Community College as those terms
are used in ORS 30.265.
The contractor agrees that it is an independent contractor as defined in ORS 701.025 and not an
agent or employee of the College. Contractor shall defend, indemnifY and hold hannless the
College, its officials, Board of Directors, agents, patrons and/or employees from any personal
injury or property damage claim caused by negligence or willful misconduct of Innovative
Interfaces, its employees and/or agents, provided that the College provides prompt written notice
to Contractor, of any matter asserted by the College to be covered by the this provision and
Contractor, shall have control over the defense and or/settlement of any such matter.
8. Indemnification
The Contractor shall defend, indemnify and hold harmless the College, its officers, agents and
employees from any and all claims and costs of any nature whether for personal injury, property
damage or other liability arising out of or in any way connected with the firm's acts or omissions
under this agreement, including but not limited to any fees and/or costs reasonably incurred by
Contractor's staff attorneys or outside attorneys and any fees and expenses incurred in enforcing
this provision (hereinafter collectively referred to as "liabilities"), to which any or all of them
may be subjected, as a direct or indirect result of any negligent act or omission or willful
misconduct of Contractor, its officers, employees, subcontractors, or agents in connection with
the performance or nonperformance ofthis Agreement, whether or not the College, its officers,
or employees reviewed, accepted, or approved any service or work product performed or
provided by Contractor, and whether or not such liabilities are litigated, settled, or reduced to
judgment.
Contractor shall, upon the College's request, defend at Contractor's sole cost any action, claim,
suit, cause of action or portion thereof which asserts or alleges liabilities resulting directly or
indirectly from any negligent act or omission or willful misconduct of Contractor, its officers,
employees, subcontractors, or agents in connection with the performance or nonperformance of
this Agreement, whether such action, claim, suit, cause of action, or portion thereof is well
founded or not. In the event that a final decision or judgment allocates liability by determining
that any portion of damages awarded is attributable to the College's negligence or willful
misconduct, the College shall pay the portion of damages which is allocated to the College's
negligence or willful misconduct, provided that the College shall not be liable for any passive
negligence of the College, its officers or employees in reviewing, accepting or approving any
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Commu . ge A
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service or work product performed or provided by Contractor. The existence or acceptance by
the College of any of the insurance policies or coverages described in this Agreement shall not
affect any rights the College may have under termination of this Agreement.
9. Insurance
Contractor, at its sole expense, shall obtain and maintain insurance for the tenn of this contract,
or as indicated. Contractor's insurance shall be primary over any insurance the College may
carry on its own.
Evidence of the required coverage shall be issued by a company satisfactory to the College, shall
be approved by the College by way of Certificate of Insurance, and shall be filed and approved
by the College prior to commencement of work or services. A minimum 30-day written notice of
cancellation or material change of coverage clause shall be included. Failure to maintain the
proper insurance shall be grounds for immediate termination of this contract. The words
"endeavor to" and "but failure to . . .n (to end of sentence), are to be eliminated from the notice
of cancellation provision on standard ACORD certificates.
The College shall have the right to approve all insurers under this contract. The College reserves
the right to reject any or all insurance companies with an unacceptable fmancial rating.
The Certificate of Insurance must state contract number/purchase order number, or similar
acquisition instrument number.
A. Workers' ComDensation. Contractor shall provide and maintain workers' compensation
coverage (per ORS Statute) for its employees, officers, agents or partners, or for any
subject worker. Contractor shall provide a Certificate of Insurance to the College as
evidence of coverage containing a 30-day notice of cancellation.
B. General Liability. Contractor shall maintain in force during the duration of this agreement
a commercial general liability and automobile liability policy including non-owned and
hired auto insurance written on an occurrence form with limits of no less than $1,000,000
per occurrence and $2,000,000 in the aggregate. Contractor shall provide a certificate
naming Chemeketa Community College, its employees, officers, and agents as additional
insured for the work or services performed under this agreement. A copy of the
endorsement shall be attached to the certificate of insurance. Contractor's insurance is
primary over any insurance the College may carry on its own.
C. EauiDment and Materials. Contractor shall be responsible for any loss, damage or
destruction of its own property, equipment, and materials used in conjunction with the
work.
D. Hold Harmless and Indemnification Clause. Contractor shall defend, indemnify and hold
harmless the College, its officials, Board of Directors, agents, patrons and/or employees
from any personal injury or property damage claim caused by negligence or willful
misconduct Contractor, its employees and/or agents, provided that the College provides
prompt written notice to Contractor, of any matter asserted by the College to be covered
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by the this provision and Contractor, shall have control over the defense and or/settlement
of any such matter.
E. Subcontractors. The Contractor shall require all subcontractors to provide and maintain
general liability, automobile liability, professional liability, and workers' compensation
insurance for the coverage equivalent to those required of the Contractor. The Contractor
shall require Certificates ofInsurance from all subcontractors as evidence of coverage.
F. Waivers or Exceptions. Any exceptions or waivers to these requirements shall be subject
to review and approval by the College.
G. Official Notice. All official notices shall be mailed to the Purchasing Department,
Chemeketa Community College, PO Box 14007, Salem, Oregon 97309.
H. Insurance Carrier. The College shall have the right to approve all insurers under this
contract. The College reselVes the right to reject any or all insurance companies with an
unacceptable fmancial rating.
10. Accounting Records of the Contractor
The Contractor shall maintain for six (6) years after expiration of the term of this contract, all
records under this Agreement, in accordance with generally accepted accounting practices and
shall keep such records available for inspection and audit by representatives of the College at a
mutually convenient time.
11. Affrrmative Employment Practices
Pursuant to the equal opportunity and affirmative action provisions of Section 202 of Executive
Order 11246, Section 504 of the Rehabilitation Act of 1973, Title VIofthe Civil Rights Act of
1964, the Age Discrimination Act, and the Americans with Disabilities Act, and amendments
thereto to the extent the same are applicable to the manufacture and/or sale of the goods
purchased hereunder, or the contracting and/or subcontracting of services or work hereunder,
Contractor agrees not to discriminate against any client, employee, or applicant for employment
or for selVices, because ofrace, creed, color, national origin, sex, disability, or age with regard
to, but not limited to, the following: employment upgrading, demotion, or transfer; recruitment
or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation;
selection for training; rendition of selVices. It is further understood that any vendor who is in
violation of this clause may be barred forthwith from receiving awards of any purchase order,
purchase agreement, contract, or similar acquisition instrument, from the College unless a
satisfactory showing is made that discriminatory practices have terminated and that a recurrence
of such acts is unlikely.
12. Nonassignability
a. This Agreement shall not be transferable to another contractor or subcontractor without
the full and written consent of the College. The Contractor's responsibility for the
performance of the contract shall remain, even if the College should agree to the
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
assignment of a subcontractor.
EXHIBIT
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b. The College reserves the right to approve any and all successors to primary project staff
originally assigned by the Contractor.
13. Termination of Agreement
This Agreement may be terminated under the following conditions detailed here.
Notwithstanding any termination hereunder, all requirements of this Agreement shall remain in full
force and effect through the date oftermination.
Regardless of the reason for termination, the College shall have the right to continue use of the
system between the date of termination notification to Contractor and the actual final date of use.
Contractor may receive all compensation due and owing on a pro-rata basis for any services,
maintenance, or other charges defined in this Agreement.
13.1 Termination for Cause
If, through any cause, the Contractor breaches, defaults on, and/or fails to fulfill in a timely and
proper manner its obligations under this Agreement or if the Contractor shall violate any of the.
covenants, agreements, or stipulations of this Agreement, the College shall thereupon have the
right to terminate this Agreement by giving written notice to the Contractor of such termination
and specifying the effective date thereof at least thirty(30) days before the effective date of such
termination. If the College opts to continue one or more licenses and retain the work product of
the Contractor, the Contractor shall be entitled to receive just and equitable compensation for the
license and any work satisfactorily completed hereunder. Ifthe College opts to terminate a
software license, the College shall cease any further use ofthe licensed software and shall have
no liability for further payment under this Agreement. Notwithstanding the above, the Contractor
shall not be relieved of liability to the College for damages sustained by the College by virtue of
any breach of this Agreement by the Contractor.
13.2 Termination for Convenience of Chemeketa Community College
Chemeketa Community College may terminate this Agreement at any time by giving at least
thirty (30) days' notice in writing to the Contractor. If the Contract is terminated by the College
as provided herein, the Contractor will be entitled to receive just and equitable compensation for
the license of any software to the date of termination and for any Services satisfactorily
completed hereunder prior to the date of termination. If this Agreement is terminated due to the
fault of the Contractor, Section 13.1 hereof relative to termination shall apply.
13.3 Services Upon Termination or Upon Demand
Upon termination of the contract by the College, upon conclusion of the contract term, or upon
demand by the College, the Contractor shall be obligated within fifteen (15) days of notification,
to assist the College and CCRLS member libraries in extracting all College-owned data and/or
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data owned by any CCRLS member library from the system acquired by the College. Such
assistanc~ shall include personnel time and the Contractor's best efforts, provision of
documentation regarding the format and contents of the extracted data, verification that extracted
data is complete and in a form suitable for use by the College and CCRLS member libraries, and
other assistance necessary for the extraction of data.
The data shall include all the contents of all files created, maintained, and owned by the College
and/or any CCRLS member library, including all bibliographic data, holdings data, patron data,
in-process transaction data associated with circulation control, cataloging, acquisitions, serials
control, electronic journal holdings and links, software scripts, network management tools,
Z39.50 attribute sets, and any other activity or module in use by the College and/or any CCRLS
member library. Wherever standards such as MARC exist for the format of that data, the
Contractor will furnish such data in that standard format. Appropriate documentation shall be
provided.
The export medium will be a format mutually agreeable to the Contractor and the College at the
time of data removal. Documentation shall be the record formats for such items only and no
additional programming by the College shall be required to remove data. The College will pay
all reasonable costs for personnel, travel, or other expenses related to and necessary for the
removal of such data, which costs the Contractor will document. Any such expenses shall be at
the standard rates the Contractor charges for such services, not to exceed $4,500 plus travel
expenses for the exit services fee, and must be approved in advance by the College. These
services shall not be delayed or withheld by the Contractor in the event of any legal proceeding.
14. Standard of Services
In addition to the warranties and obligations set forth in section 19, the Contractor agrees as
follows:
A. Work Standard. Contractor agrees to perform its services with that standard of care, skill
and diligence normally provided by a professional organization in the performance of
similar services. It is understood that the Contractor must perform the services based in part
on information furnished by the College and that the Contractor shall be entitled to rely on
such information. However, Contractor is given notice that the College will be relying on
the accuracy, competence and completeness of Contractor's services in utilizing the results
of such services.
B. Requisite Skill. Contractor warrants that all work shall be performed by qualified
persoIlllel, and warrants that the recommendations, guidance and performance of any
person assigned under this Agreement shall be in accordance with sound technical practice
and professional standards and the requirements of this Agreement.
C. Conformity with Specifications. The Contractor further represents and warrants that, during
the Term, the system provided will function in all material respects in accordance with (a)
the requirements of the Request for Proposals, Exhibit A, and (b) the Contractor's
response, Exhibit B.
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EXHIBIT A
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D. No Viruses. The Contractor warrants that the Software, upon installation, shall not
contain any computer virus and will not otherwise introduce any harmful or destructive
code to the computers of the College, the College member libraries, or the College's
vendors and suppliers.
E. Effect of Modifications. Modifications to the Software (permitted under section 26) that
are not approved by the Contractor shall void Software warranties provided in this
section and in section 18.
IS. Term of Agreement
Services of the Contractor shall begin upon execution of this Agreement and shall be undertaken
and completed in such sequence as to assure their expeditious completion in light of the purposes
of this Agreement, provided, however, that in any event, all of the Services required hereunder
for acceptance of the System by the College shall be completed within the time specified in the
Implementation Plan (IP), no later than two (2) years following the date of execution. The term
maybe extended by mutual written agreement of the parties for an additional six (6) months. The
Maintenance Services to be performed by the Contractor shall commence upon acceptance of the
System by the College and continue for a period of five (5) years thereafter.
16. System Maintenance
The Software Maintenance Agreement (Exhibit G) may be renewed for additional periods as
detailed in the specification, if agreeable to both parties and all terms and conditions including
pricing are at least equal to original terms of contract and price increases do not exceed the
increases provided for in Section 20 of this contract.
17. Survival
The terms, conditions, representations, and all warranties contained in this contract shall survive
the termination or expiration of this contract. .
18. Duties and Responsibilities of the Contractor
The Contractor shall provide and deliver all Equipment and Software in accordance with Exhibit
A (the Request for Proposals) as supplemented by Exhibit B (the Contractor's proposal), in a
satisfactory and proper manner, as determined by the College. The performance of the System
shall be in accordance with the response time, user account level, and data storage requirements
detailed in Section 6 of Exhibit A.
The Contractor shall also perform the following related services (hereinafter, the "Services") in a
satisfactory and proper manner, as determined by the College:
A. Implementation Plan. An implementation plan (IP) for the project must be developed by
the Contractor and submitted for approval by the College prior to the installation of any
Equipment or performance of services under this Agreement. The IP, upon written
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College H
EXHIBIT
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approval of both parties, shall be incorporated into this Agreement and made a part
hereof as Exhibit C. The IP must include, but is not limited to, the following items:
identification of all required tasks, a timeline of all required tasks, an indication of which
party is responsible for completion of each task (the College, Contractor, or both),
expected start and completion dates of each task, a site preparation requirements
checklist, a software installation requirements checklist, a training requirements checklist,
training courses and course outlines, and post-implementation services. Written approval
of both parties shall be required for changes to an IP following initial approval and such
changes will be incorporated herein.
B. Conversion of Data. Conversion of existing CCRLS data for bibliographic, patron,
holdings, circulation, acquisitions, and serials control transactions must be provided. The
conversion requirements are identified in Section 5.2 Exhibit A. Contractor warrants that
its data conversion services are in accordance with Contractor's response in Exhibit B.
C. Training Services. Technical and user training requirements are identified in Section 5.7
Exhibit A, attached hereto. The specific details regarding course content, duration, how
and when provided, size of class, etc. must be developed and agreed to by both parties, in
accordance with deadlines established in the Implementation Plan.
D. Acceptance Testing. Acceptance testing requirements are identified in Section 6 Exhibit
A. Acceptance of the System by the College shall occur upon successful completion of
the acceptance testing. The College may, at its sole discretion, elect to waive acceptance
testing.
E. Documentation. Documentation in the form of User Manuals and Technical Manuals
must be provided. The documentation requirements are identified in Section 5.7 Exhibit
A, attached hereto.
F. Warranty Services. The Contractor agrees to warrant "the entire System," both parts and
labor, for a period not less than twelve (12) months from the date of System installation,
to perform as stated in the functional and technical specifications identified in Sections 3
and 4 of Exhibit A, at the performance levels set out in Section 6 Exhibit A.
G. Maintenance Services. Maintenance services shall be provided by the Contractor as
outlined in Exhibit G, Software Maintenance Agreement, and shall begin from Initial
Training. "Free Maintenance Period" to be one (1) year after the first day ofhUtial
Training.
The Contractor shall act as a single point of contact for all maintenance problems arising
during the term ofthis Agreement. Maintenance and service on the System hardware
components shall be performed during normal business hours whenever possible.
H. Authority Control and Record Processing. The Contractor agrees to perform, or to
subcontract, the services identified in Exhibit C.
I. Verification of Deliverv and Performance. The College shall have the right to verify
Contractor delivery and the performance of all Equipment, Software, and Services as
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EXHIBIT ?\
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detaI ed In SectIOn 0 x It A. T e Contractor warrants t at System perlonnance
shall remain at the levels detailed in Section 6 Exhibit A. The College shall have the right
to test such performance and seek remedies in accordance with Section 6 Exhibit A.
19. Compensation
For the purchase of the Equipment and Software and performance of the related Services
specified above, the College agrees to pay the Contractor up to the amount of Five hundred thirty
seven thousand and sixty-eight dollars ($537,068.00), which amount excludes any applicable
taxes and which amount shall constitute full and complete compensation under this Agreement,
including all expenditures made and expenses incurred by the Contractor in performing this
Agreement.
The College will supply Innovative Interfaces with a tax exemption number. If the College
becomes non-exempt at any time and such taxes become applicable, the College agrees to
pay all taxes
20. Method and Schedule of Payment
A. Method ofPavment. Such amount shall be paid to the Contractor in accordance with the
Payment Schedule below. All payments shall not include any applicable taxes and shall be paid
to the Contractor upon receipt by the College of properly documented invoices on the condition
that the Contractor has performed the Services and provided the Software and Equipment to the
satisfaction of the College. The College will be responsible for all applicable taxes.
B. Schedule of Payment. The System and services will be paid for upon successful
completion of testing and acceptance under the following payment schedule.
Payment Payment Cumulative
No. Event Percentage Amount Percentage
1. Equipment Installation and 20% $98,400.00 20%
Testing ( June, 2004)
2. Profile Evaluation Database 20% $98,400.00 40%
Load and Initial Training
(July, 2004)
3. Acceptance of Circulation, 20% $98,400.00 60%
OP AC and Cataloging (no
later than September, 2004)
4. Acceptance of Acquisitions, 15% $73,800.00 75%
Serials Control, Report
Generator and Other Modules
(no later than November,
2004)
5. System Acceptance (no later 15% $73,800.00 90%
than January, 2005)
6. Due on July 1, 2005 10%+ $74,268.00 100%
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT A
.li- f 4J..-
Pace 0
remammg
$15,000 of
custom
development
costs +
$10,068
extended
hardware
maintenance
Additional Services / Annual
Subscription Fees
7. MetaFind Annual $20,000
Subscription Fee.
(Due when MetaFind service
is enabled. No earlier than
July, 2004)
8. Authority control pass- $21,420 (estimated
through service. cost)
(Due when invoiced from
Innovative)
C. Maintenance Cost. Maintenance costs, as set forth in Exhibit G, begin 1 year from Initial
Training and upon conclusion of the "Free Maintenance Period". Contractor agrees to provide
System maintenance at a fixed annual amount. After the three years of maintenance, the
percentage change will be based on the greater of two options:
(1) Four (4) percent per year.
(2) The Consumer Price Index (CPI) based on the CPI-U (all goods) table for the Western
region. CPI to be calculated at the percentage change from the previous years annual index and
to be calculated on the annual (January-December) index.
Maintenance billing to cover a period from July 1 to June 30. The first period shall be prorated as
necessary to adjust for the end ofthe warranty period. Percentage increase in annual billing is to
be based on the final billed amount of the previous year, after any and all discounts have been
applied. Subsequently, Contractor will provide notice of at least 60 days prior to any price
change. One such increase is allowable in a 12-month period.
21. Invoicing
Payments to the Contractor shall be made within 30 days of receipt of each 'invoice called for
under this contract. Contractor shall be responsible for the cost of supplying all documentation
necessary to verify billings to the satisfaction of the College.
All invoices submitted by the Contractor shall contain the following information:
1. Job Name
2. Description of services billed under this invoice
3. Date oflnvoice
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eXHIBIT A
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4. Sequential Invoice Number
5. Amount of this Invoice (Itemize all reimbursable expenses)
6. Total Contract Amount
7. Total Billed to Date
8. Total Remaining on Contract
9. Contract #
22. Publicity
Contractor shall not use in its external advertising, marketing programs, or other promotional
efforts any data, pictures, or other representations of Chemeketa Community College except on
prior written authorization from the College. Contractor may include the name of the College in
Contractor's client list.
23. Subcontractors
a. All Subcontractors proposed for the Work must be acceptable to the College.
b. The College reserves the right to request the proposed Subcontractors to complete
Proposer Qualification Forms. These forms will be similar to those required of a Proposer
under Exhibit A.
c. Contractor shall require all subcontractors to provide and maintain general liability,
automobile liability, professiona1liability, and workers' compensation insurance for the
coverages equivalent to those required of the Contractor. Contractor shall require
Certificates of Insurance from all the subcontractors as evidence of coverage.
24. Inspection and Payments Constitute No Waiver of Contract Provisions
Neither the Inspection by any inspector or other College representative, nor any payment of
money, nor acceptance of any part or whole ofthe System by the College or its agents shall
operate as a waiver of any provision of the contract.
25. Grant of License
In consideration of the Contractor's rights to the License Fee under section 19
("Compensation"), the Contractor agrees as follows:
A. Software License. The Contractor hereby grants to the College for CCRLS when paid in
full, and the College for CCRLS hereby accepts a nonexclusive, perpetual, non-
transferable license to use the Software for its intended purposes, including all purposes
identified in the Specifications.
B. Right to COPY. The College for CCRLS shall have the right to make one copy of the
Software as is needed to support, and shall have the right to provide access to the
Software to, the agreed-upon number of users. In addition, the College for CCRLS may
make one copy of the Software solely for back-up or archival purposes.
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C. License to Documentation. The Contractor grants to the College for CCRLS when paid in
full an irrevocable, non-exclusive license to use, copy, modify, and distribute the
documentation to the CCRLS users of the Software.
D. Restrictions. The College for CCRLS agrees to not reverse engineer, decompile, or
disassemble the Software (subject to the College's rights to Source Code, as provided in
Section 26). The College for CCRLS agrees not to use, copy, modify, sell, loan, lease, or
otherwise transfer the software or accompanying written materials, or any part thereof,
except as expressly provided in this license. All rights not expressly granted in this
license are reserved by and for the Contractor.
26. Escrow of Essential Software; Delivery of Source Code
The College may receive source code in accordance with Exhibit E, except that in
addition to the source code release events set forth in Exhibit E, paragraph B, the College
may also have source code released in the event that Contractor ceases to provide
services identified in the Agreement.
Source code shall include all appropriate documentation, as well as any code specifically
developed for the College or unique to the College.
Notifications of renewal, changes in escrow terms, any modification of escrow agent
location, or other pertinent information will be provided to the College.
The Contractor will pay to list the College on the escrow policy for one year from the
signing of this Agreement; thereafter the College may elect to continue on the policy
for as long as the College maintains a license to the Software, and the College pays the
renewal costs as determined by the Escrow Agent.
26.1 Use of Escrowed Software
A. Modification Rights. Upon termination or expiration of this Agreement, the College shall
be entitled to support the Software by modifying and improving Source Code provided
under Section 26; provided, however, that the College shall not use any such version of
the Software for purposes not expressly authorized under this Agreement.
B. Non...Comnetition Clauses Do Not Pertain. Should the College obtain escrowed source
code under the provisions of Section 26 of the Agreement, former employees of the
Contractor may provide direct services to the College in use of the source code obtained
under this section, regardless of any non-competition agreements or provisions between
Contractor and Contractor's former employees.
27. Title and Risk of Loss
The title and risk of loss of the System and its components (with the exception of software
licensed hereunder) shall not pass to the College until the College actually receives the System at
the point or points of delivery and completes the acceptance processes detailed in Exhibit A.
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EXHIBIT .A
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Immediately upon receipt of all equipment, the College shall place such equipment or cause such
equipment to be placed on a roster of insured materials at a stated value equal to the full cost for
such equipment as set forth in Exhibit C.
28. Proprietary Rights and Confidentiality
The College acknowledges and the Contractor represents that the software provided by the
Contractor and third-party vendors, related docwnentation, and all permitted copies thereof are
licensed to the College only. The College shall not disclose or make available to third parties
such software or any portion thereof without prior written consent of the licenser. However, the
College shall not be liable for disclosure of any proprietary information ordered by a court of
competent jurisdiction. Upon termination of a software license, the College shall return the
appropriate software and all copies thereofto the licenser, or destroy the same and submit
evidence thereofto the licenser.
29. Contract Enhancements
The College shall have a non-exclusive, non-transferable license to use the software
enhancements developed for their use, as described in Exhibit F, when paid in full. However, in
no case does the College own any software developed under this Agreement.
30. Intellectual Property Indemnification
The Contractor represents and warrants that use of the Software and the System by the College in
accordance with this Agreement shall not infringe third party patents, copyrights, or other
intellectual property rights.
Contractor shall, at its expense, defend, indemnify, and hold hannless Chemeketa Community
College from any claim or action against the College to the extent such claim or action is based
on claim that the College's use of the system or any part thereof designed or developed under
this contract by the Contractor, infringes a patent, copyright, or other proprietary right or
misappropriates a trade secret, and Contractor shall pay the damages and costs (including
attorneys' fees) in respect of such claim, provided that Contractor is given notice in writing of
such claim.
In case the system, or any part thereof, are in such action held to constitute an infringement or
misappropriation, or the use thereof is enjoined or restricted, Contractor shall, at its own expense
and in the following order of priorities: procure for the College the right to continue using the
system; modify the system to operate in accordance with or comply with the specifications and
to not violate any intellectual property rights; or retrieve the system upon receipt of notice from
the College and refund amounts paid by the College.
31. Re-Licensing of Software; Additional User Licenses
The College may wish in the future to replace or upgrade the Equipment that operates the
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT A
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Software, to enhance its utility for the College. In the event the College replaces or upgrades its
computer equipment, it shall be liable for no additional licensing or "upgrade" expenses for
software covered by this contract. Contractor shall be entitled to charge the College for such
services as may be required to assist with the replacement or upgrade of computer equipment.
The fee for Contractor to send a technician to the College to do a hardware upgrade is $2,000,
plus travel expenses.
The Contractor may not charge the College for any of the following: licensing fees, port fees,
user fees, operating system fees, database management fees, or any additional costs, except as
they relate to the College's use of additional software capacities. These "additional software
capacities" shall consist of additional user licenses, new software modules, or new services from
the Contractor, not otherwise covered by the Contractor's maintenance or other obligations under
this Agreement. With respect to such additional software capacities, the College shall be entitled
to "most favored licensee" treatment during the Term of this Agreement, in that license or other
fees to the College for such capacities shall not exceed the fees the Contractor charges to any
other licensee. The Contractor agrees that no costs for re-licensing will accrue for licenses
already purchased and paid for by the College, and transferred to new Equipment.
32. Ownership of Data; Data Format
The College and its CCRLS member libraries have ownership ofthe data stored in the databases
to be converted and installed by the Contractor, and Contractor acknowledges the College's and
CCRLS's ownership. Contractor will make no use ofthe databases, in part or in whole, without
prior specific permission by the College.
Unless otherwise agreed, the Software shall store all the College data in industry standard
formats, and such data shall be readily portable from the Software to industry standard database
applications.
33. Actual Damages
Contractor shall be liable for direct gross negligence and I or willful misconduct in the
performance of its obligations hereunder.
Both parties acknowledge that maintaining the schedule in the Implementation Plan is very
important, and will make best efforts to achieve the dates listed in the Plan. The successful
implementation depends on each party meeting their obligations to the other. If the College
deviates from the Implementation Plan, by causing the delay of key activities including, but not
limited to, the timely delivery of data, making staff available for training, unreasonable delays
that prolong system acceptance, etc. Contractor shall be relieved of any penalties for failure to
meet dates specified in the hnplementation Plan.
If Contractor, through willful negligence, causes a delay in going live past March 1, 2005,
provided the contract is signed no later than April 15, 2004, and the College needs to obtain
additional maintenance from their current vendor, Contractor agrees to pay additional
maintenance fees for the time period from March 1,2005, until the system is live. In no case will
Contractor be responsible for paying damages for any time period after the Millennium system is
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT ft
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34. Change Orders
The Parties recognize that the timelines described in the Implementation Plan may need to be
revised over time. In addition, the Contractor recognizes that the College may wish, or need to
revise Specifications. The College may request changes to the Specification or to the
Implementation Plan, and the Contractor may request changes to the Implementation Plan by
means of a Proposed Work Change ("PWC"). The Contractor shall provide a price estimate and
a revised Implementation Plan in response to a PWC and, at the College's option, such changes
shall be implemented. No change(s) that would materially impact cost, functionality, scope of
work, or milestone schedules shall be made without written approval from the College in the
form of a Change Order. The Contractor shall not be entitled to recover for any work or services
performed outside the express scope of this Agreement without such a written Change Order.
The Contractor shall bear the costs of any change warranted or required due to errors, software
bugs, or other defects in the Software or the System as installed by the Contractor.
354. No Third Party Beneficiaries
Nothing in this Agreement shall be deemed to create any right in any person not a party hereto
other than a permitted successor or assignee and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of a third party.
365. Waiver
The failure of either party to this Agreement to insist at any time upon the strict observance or
performance of any of the provisions of the Agreement, or to exercise any right or remedy in this
Agreement, shall not impair any such right or remedy or be construed as a waiver or
relinquishment thereof.
37. College Personnel Excluded From Contract
No officer, agent, or employee ofthe College or of any CCRLS member library shall be
permitted any interest in this Agreement.
38. Noninterference With College Operations
The entire work shall be executed in such a manner as to not interfere with the.continued free
and comfortable use of ongoing technological systems retained for College'purposes. The
College shall provide reasonable access for Contractor to maintain the system. Contractoragrees
to make its best efforts to communicate with the College and inform the College of any impact of
Innovative's presence or work.
39. Gratuities
The College may, by written notice to the Contractor, cancel this contract if it is found by the
College that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by
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Integrated Library System - Innovative Interfaces. Inc. and Chemeketa Community College
EXHIBIT f1
Page a- of LfJ.--
the Contractor, or any agent or representative of the Contractor, to any officer or employee of
Chemeketa Community College or CCRLS with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending, or the making of any
determinations with respect to the performing of such contract. In the event this contract is
cancelled by the College pursuant to this provision, the College shall be entitled, in addition to
any other rights and remedies, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
40. Cancellation for Lack of Funding
This Agreement may be cancelled without any further obligation on the part of Chemeketa
Community College, its officers, directors, and employees in the event that sufficient
appropriated funding is unavailable to assure full performance of its terms. Contractor shall be
notified in writing of such non-appropriation at the earliest opportunity.
In any event, if such cancellation shall occur, the College shall remain responsible for any and all
outstanding invoices unpaid from the time period in which funding was still allocated. Further,
if such cancellation shall occur and the contract is terminated, the College shall cease and refrain
from using the software under license by this contract and shall surrender any and all copies of
such software and documentation to Contractor.
41. Point of Contact/Notice
The Contractor and the College shall provide a single point of contact during the process of
managing the project described herein regarding, but not limited to, non-maintenance-related
issues including payment questions, approvals, and coordination of all issues identified in
completion of this project. All such questions and requests and all notices required to be given
hereunder by either party shall be in writing or be delivered in person or by registered or certified
mail to the addresses listed:
CCRLS
Contact:
(CCRLS Project Manager)
Tel:
Fax:
Contractor
Contact:
(Contractor Project Manager)
Tel:
Fax:
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Integrated Library System - Innovative Inteifaces, Inc. and Chemeketa Community College
EXHIBIT fA
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42.
Signature Page
The Contractor and Chemeketa Community College hereby agree to all provisions of this
AGREEMENT.
In WITNESS WHEREOF, the parties have caused this contract to be duly executed intending to
be bound thereby.
Title:
::n~ r;(iL
Ceo {Pt.eS! Del'll
tJ I ~7t/~
Chemeketa Community College:
By: Q..LAJ'-" '1:J.Jchak-
Title: VI reefor} J31Jstn~SS ...~[}JC~f
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Integrated Library System - Innovative Inteifaces, Inc. and Chemeketa Community College
EXHIBIT A
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EXlDBIT A
Request for Proposals Integrated Library System for Chemeketa Cooperative Regional Library Service
(hereinafter ''Exhibit A''), is incorporated herein by reference
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Integrated Library System - Innovative Inteifaces, Inc. and Chemeketa Community College
EXHIBIT B
The Contractor's proposal in response to the RFP (hereinafter "Exhibit B"), is incorporated herein
by reference
eXHIBIT 11..
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
Exhibit C
Hardware/Software Solution for 225 Staff Users (Innovative DBMS)
Unlimited Web OPAC Users
exHIBIT A
Page ~ of 4:?-
MILLENNIUM SOFTWARE
Online Public Access Catalog
Unlimited Web OPAC User License
MILLENNIUM Web OP AC
Full OP AC Indexing
Advanced Keyword Search Engine
Mv MILLENNIUM Patron Empowerment Functions, including:
--Place holds/cancel holds
--Self-renewal of items
-- View status of hooked items
--View Special Reminder messages
Z39.50 Client and Server (including Broadcast Searching)
Export Records/Create a Bibliography from OPAC
Table of Contents Display and Indexing
Web-based content linking to book jackets, reviews, author notes and more
Catalog database scoping for all libraries
KidsOnline
2 Additional OP AC Languages (Spanish and Russian)
Cataloging
Unlimited Biblio1!raDhic. Item and Authority Record file sizes
Database Management System
MILLENNIUM Cataloging including Global Update
Cataloging Workstation (Graphical client software)
Authority Control
Automatic Authority Processing
File Transfer Software
Bibliographic utility interface
Link Maintenance -- Sort Items by Location, Synchronize Location Codes
Report Writer
MILLENNIUM Create Lists
MILLENNIUM Create Statistical Reports
MILLENNIUM browser-based Management Reports
Circulation
Unlimited Item Record File Size and Unlimited Patron Record File Size
Circulation Notices via Email
Offline Circulation Software
Inventory Control
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
Reserve Book Room
Homebound Module
Teleforms (Telephone Notification System), 2-lines, 18 messages, includes PC
Telephone Renewal System, 2-line, includes PC
Patron API for external verification against patron database
Collection Agency interface
Consortium Management Extensions (Regional Holds, Agency code, etc)
SIP2 Server and support for 7 SIP2 devices
Materials Booking Module
Acquisitions & Fund Accounting
Unlimited Order Record File Size
OrderinglReceivingfP.O. Printing
Invoice Processing and Fund Accounting
Claiming
Hierarchical Fund Reports
Foreign Currency Conversion
Vendor Statistics
Electronic Ordering via E-mail
Electronic Serials Invoice Processing
Accounting Units for all CCRLS libraries
Serials Control
Unlimited Checkin Record
Unlimited HoldinHs Records
Serials Checkin
SISAC Barcode Checkin
Claiming
Electronic Claiming ofSenal Issues via Email in X12 format
Routing
Binding
Inter Library Loan Module
Training Server Software
Includes all licensed software, subset of database, and 10 staffuser licenses
Millennium Access Plus
Web Access Management
Remote patron authentication for access to subscription databases online
Includes URL Checker
WebBridge
OpenURL compliant link resolving software. Resolution server.
EXHIBIT A
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Integrated Library System - Innovative lnterfaces, Inc. and Chemeketa Community College
WebBridge Management table
EXHIBIT A
P8. ge .1.::L of If 1-
*License for 225 simultaneous staff MILLENNIUM users
Custom Software Enhancements
Mask first 7 digits of barcode when searching
Provide address index in patron record
Keyword patron name
Provide capability for staff to select form of circulation notice
Central Site Hardware, utilizing the Innovative DBMS:
Production Server - Sun Fire V240 server utllizing the Innovative database including:
Two UltraSP ARC-ill 1.05 GHz processor
4GB memory
Two 73 GB internal disks
Solaris 8
10/100/1 000 Ethernet
HARDWARE RAID with four 36.4-Gb drives. (SunStoreEdge AI000 with hardware RAID)
20/40GB 4-mm DDS-4 Tape Drive desktop enclosure.
17-inch CRT Monitor
Installation
Powerwatch software
Includes 5-year upgrade to Platinum Service
Training Server - Sun Fire V120 server utilizing the Innovative database including:
One UltraSP ARC- ill 650 MHz processor
1 GB memory
Two 36 GB internal disks
Solaris 8
10/1 00/1000 Ethernet
20/40GB 4-mm DDS-4 Tape Drive desktop enclosure.
17-inch CRT Monitor
Installation
Powerwatch software
Includes 5-year upgrade to Silver Service
SERVICES
Shipping, Setup and Installation ofCPU/s and Software
Profiling services for initial Bibliographic, Authori7, Item and Patron Records
Load of Bibliographic, Authority and Item Records
Load of Patron records2
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exHIBIT ~
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Load of Acquisitions Order Records and Serials Holdings records2
Load of Circulation Checkouts, Holds, and Fine Totals2
On-site Training - 13 Days/multiple on-site visits, travel expenses included
Access to Getting Started with MILLENNIUM Manual
Access to the MILLENNIUM User Manual
1. Data must be provided in the USMARC Communicationsfonnat.
2. Data must be provided in an Innovative approvedformat.
MetaFind Annual Subscription Fee, Year 1
Federated search engine for up to 50 connectors (external resources) from Innovative list of
resources.
GRAND TOTAL
$537,068
ANNUAL MAINTENANCE - MILLENNIUM Software
Year 1
Year 2
Year 3
Year 4
Year 5
Free Maintenance Period
$62,936
$62,936
$62,936
$65,435
Authority Control Services
$21,420
Provided as a pass-through service from LSSI. Quote is based on bibliographic database size of
510,000 records. The exact amount of the invoice may vary, due to the number of records being
processed. The College is responsible for paying the exact amount of the invoice.
MetaFind Annual Subs~ription Fee
Year 2
$20,000
Note: MetaFind federated search will support up to 50 connectors to external resources. These
resources must be present on the Innovative-supported list of resources.
NOTES
. Prices do not include any applicable taxes, which are the responsibility of the College.
. The price as given applies to the total price of this System configuration only. Therefore, no
Page 24
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Integrated Library System - Innovative Interyaces, Inc. and Chemeketa Community Colle e
EXHIBIT
Page 2U... of l-/ J-
component of this package can be returned to Contractor for credit or refunds, unless
defective.
. All prices given are valid for a period of 180 days from the date of the proposal.
. Maintenance of peripheral equipment purchased from Contractor is the responsibility of the
College, unless othetwise specified
. Costs for Custom Software enhancements will be divided into equal payments. The first
payment of$15,OOO will be integrated as part ofthe overall payment schedule. The second
payment of$15,000 will be due as part ofa fmal payment that will be invoiced on July 1,
2005.
. MetaFind annual subscription fee for Year 1 will be invoiced when the MetaFind service is
enabled following acceptance of the Profile Evaluation Database. This will be no earlier than
July, 2004.
. Authority control pricing has been provided by LSSI, and will be provided to the College as
a pass-through. Contractor will invoice the College for this service when an invoice is
provided by LSSI. The quote was provided based on a database size of 510,000
bibliographic records. The College understands the actual invoice amount may differ from
this quote, based on the actual number of bibliographic records processed by LSSI.
Central Site Hardware
. The Sun Fire V240 CPU quoted was configured based on 480 simultaneous users (195 OPAC and 285 staff
users), and is capable of supporting up to 600 simultaneous users, as configured. Additional processors or
memory may be needed to support users above these numbers. .
. The Sun Fire V240 CPU quoted was configured based on 2GB RAM, 550,000 Bibliographic records, 1,600,000
Item records, 600,000 Authority records, 200,000 Order records, and 400,000 Patron records; additional disk
may be needed to support the database above these numbers.
. Central Site Hardware maintenance and support services are covered for 5 years by the service contract
included with this price proposal; such service will be coordinated through Contractor's Help Desk available 24-
hours a day, 7 days a week via a toll-free phone number; an authorized support representative will be dispatched
within 4 hours' of the call. Upon expiration of the Central Site Hardware Warranty period oftive (5) years, the
College will take full responsibility for both the Central Site Hardware and Operating System Administration
Contractor will take the initial call, if it is determined that the problem is hardware related, then the College will
contact the hardware vendor directly to provide services under a separate hardware maintenance agreement
entered into with hardware vendor.
Software
. MILLENNIUM Software Maintenance and support services include a one (1) year Free
Maintenance Period, unlimited access to a 24-hour Helpdesk via a toll-free phone number,
regular MILLENNIUM Software enhancements, and new editions of the MILLENNIUM
User Manual.
Page 25
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Integrated Library System - Innovative Interfaces. Inc. and Chemeketa Community College
EXHIBIT A
Page ~ of 4:L-
. In order to provide service and maintenance, direct, high-speed Internet access is required.
. Any data supplied in any other format(s) must first be reviewed by Contractor for analysis prior detennining a
price for loading into the System.
Optional Products and Services (not included)
Media Management
INN-Reach Local Site Software (1 library only)
Additional User Licenses (must be purchased in lots of 5 or more)
Additional On-site Training (each day requiring an additional visit)
Additional On-site Training (each additional day)
$28,500
$24,000
$1,OOO/each
$2,000
$1,000
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT A
Page..i..L of 4 L
EXHIBIT D
PROJECT IMPLEMENTATION PLAN
This Project Implementation Plan is designed to provide the College with a general
timeline of events. The Final Project Implementation Plan may vary with respect to the
dates and order of events as mutually agreed upon between the College and the
Contractor Team. From time to time, the College and Contractor may jointly review the
Final Project Implementation Plan and make such revisions to it as are mutually agreed
upon in writing. This review shall also serve to clarify each event and establish
intermediate events and dates as necessary. A delay in anyone event shall cause a
delay in all subsequent events. Delays are subject to rescheduling as resources are
available.
April 1, 2004, date of last 1 Both Contract signing
si nature
April 14,2004 2 Innovative Provide College with access
(Within 2 weeks of contract to User Manual and Getting
si nin Started Manual GSM
April 19,2004 3 Both I nitial conference call
(Within 2 weeks of contract between Project Leaders
si nin
May 3, 2004 4 College Deliver Bibliographic, Item,
At least 30 Days prior to and Authority Data to
Initial Trainin Innovative
May 5, 2004 5 College Complete preparations for
At least 30 Days prior to Hardware; submit completed
Initial Training Hardware/Network forms to
Innovative;
If applicable, the Third Party
Hardware Vendor installs
CPU and makes system
available to Innovative
May 6-June 4, 2004 6 Innovative Start the process of
Starting at least 30 Days configuril1g Millennium
prior to Initial Training System to load Profile
Database for Initial Trainin
Between June 21 and June 7 Innovative Start Initial Training (3 days;
28,2004 includes OPAC & Database
At least 30 days after Evaluation, Systems
Contractor receives Administration I & Web
Bibliographic, Item and OPAC, and Cataloging I. and
Authori Data from If a Iicable, installs CPU
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT A ?-
.... .'" , .~ L
College (1/2 day) ~l:l~-~'
July 1-August 16, 2004 8 College Profile Database Evaluation
Week 9 through 15 or Period; 7 weeks allowed in
Upon completion of Initial standard timeline - this is
Training adjustable based on College
preferences
Between August 6 and 9 Innovative Training Visit 2 (3 days; includes
August 13. 2004 Cataloging II, Circulation I wi
Week 12 or approximately Circulation Parameters, Systems
Administration II plus Acquisitions
30 days after First Training Parameters)
Visit
August23,2004 10 Innovative Copy finalized, completed
Week 16 or profile from training server to
Following completion of production server (if
Profile Evaluation applicable)
August 25, 2004 11 Both Final Bibliographic, Item, and
Week 16 and 17 or Authority Data loaded to
Following completion of production server (College
Profile Evaluation loads Data, Contractor
monitors the load)
August 9-August 23, 2004 12 College Enter Circulation Parameters
Week 15-16 or before into system
Third Training Visit
Between October 18 and 13 Innovative Training Visit 3 (3 days;
October 25, 2004 includes Circulation II,
Week 16 -17 or Acquisitions I, and Serials I)
As scheduled1 following
final database load and
server configuration
October 27 -November 23 14 College Begin preparing Staff and
Week 19 or System for Live Circulation
Upon completion of and Web OPAC
Circulation Training
November 1, 2003 15 College Live Cataloging; extract Gap
Week 19 or Bibliographic and Item Data.
Upon completion of
Cataloging Training and
prior to Live Circulation
November 8, 2004 16 Both Load Gap Bibliographic and
Week 20 or Item Data (College loads
Following Live Cataloging Data, monitors the load)
and prior to Live Circulation
December 9-10,2004 17 Both Load Patron Data (College
I The scheduling of this and all subsequent Training Dates are based upon muJual agreement between the library and Innovative.
Page 28
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT PJ.
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Week 21 or loads Data, Contractor
Week prior to Circulation monitors the load)
Migration and/or Live
Circulation
December 15-18, 2004 18 Both Circulation Migration (load
Week 22 or checkouts, fines, holds), if
As scheduled after purchased (College delivers
Circulation TraininQ Data, Contractor loads Data)
December 20, 2004 19 College Live Circulation and Web
Week 22 or OPAC
Upon completion of
Circulation Migration; or,
several weeks following
Circulation Training if no
Circulation Migration
Between January 10 and 20 Innovative Training Visit 4 (3 days;
January 14, 2005 includes Acquisitions II,
Week 23 or Serials II as needed, and a
As scheduled dav for wrap up)
January 17. 2005 21 Both Load Acquisitions Data, if
Week 24 or acquisitions module
As scheduled purchased (College loads
Data, Contractor monitors
the load)
January 19, 2005 22 College Live Acquisitions
Week 24 or
Upon completion of
Acquisitions Data load; or,
upon completion of
Acquisitions Training if no
Data load
February 1, 2005 23 Both Load Serials Data, if serials
Week 25 or module purchased (College
As scheduled loads Data, Contractor
monitors the load)
February 3, 2005 24 College Live Serials
Week 25 or
As scheduled
As scheduled by College 25 Both Additional Training and Data
with Innovative Loads as purchased
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXIllBIT E
ESCROW AGREEMENT
EXHISlT fA
Page..l:L.. of \.{>-
I. ESTABLISHMENT OF ESCROW
So long as the within-described license is in full force and effect, and as an additional material
consideration for the granting, acceptance and continued benefits obtained and derived from
such license, Innovative Interfaces and the College agree that a copy of all source code
material necessary to maintain all software licensed thereunder shall be placed in escrow as
follows. Furthermore, Innovative Interfaces will pay to list the College on the escrow policy
for one year from the signing of this Agreement; thereafter the College may elect to continue
on the policy for as long as the College maintains a license to the Software, and the College
pays the renewal costs as determined by the Escrow Agent. All renewal notices will be sent by
the Escrow Agent to the College at the address listed herein:
A. The Escrow Agent shall be DSI Technology Escrow Services, 9265 Sky
Park Court, Suite 202, San Diego, California, 92123. 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
Data Securities International to deliver the escrow material to such newly
designated Escrow Agent.
B. Source code material shall be released to the College by the Escrow
Agent upon the occurrence of the following event:
i. If any proceeding in receivership, liquidation or
insolvency is commenced against Innovative Interfaces
and the same be not dismissed within sixty days, or
ii. If Innovative Interfaces 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 Innovative Interfaces. The Escrow Agent
shall have five days to release the escrowed documents or to advise the
College in writing of the existence of a conflicting demand.
D. Should the College elect to continue on the Escrow policy, cost
for annual renewal shall be approximately $200.00 for the firstbyear renewal. Second and subsequent renewal fees shall be
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Integrated Library System - Innovative Interfaces. Inc. and Chemeketa Community College
EXHIBIT [q
determined by the Escrow Agent, but with a percentage increaf~ge ~ of lfJ-
to the College of not more than 5 % or the percentage increase of
the Consumer Price Index, whichever is greater.
II. VERIFICATION OF ESCROWED MATERIALS
Verification of escrowed materials shall be by certified letter from the Escrow Agent to the
College 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 the College 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. In the event that
the Escrow Agent is unable 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 Innovative Interfaces, 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 confidentiality protection. The College agrees that the escrowed materials shall be
used exclusively for the maintenance of the licensed software and for no other purposes. The
College 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.
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT A
Page ~ of t\)-
EXHIBIT F
DEVELOPMENT
Software Enhancements
1. Web OPAC Ability to Prepend Leading Digits in Barcode Input
Delivery date: 270 days from contract signing.
$7,500
To allow Library patrons to access Millennium Web OPAC functions (those which require verification
by patron record) using only the significant digits of their library ID number rather then the full library
ID number as is currently required, Innovative will enhance the Web OPAC to automatically prepend a
variable number of characters from a library-specified prefix to the input provided by the patron as
their library ID before searching the ID number index for the patron record.
This prepending of additional characters from the library-specified prefix will occur only if the patron
enters fewer then 10 characters, and will prepend a variable number of characters from the
library-specified prefix based depending on the number of digits entered by the patron. This will
function as follows, assuming an example library-specified prefix of "2361 OOOOOOOOOO" :
Patron Enters
10 or more di its
9 di its
8 di its
7 di its
6 di its
5 di its
4 di its
3 di its
2 di its
1 di it
refix
refix
refix
refix
Exam Ie Result
23610009999999
23610123456789
23610012345678
23610001234567
23610000123456
23610000012345
23610000001234
236100000oo123
2361OOOOOOOO12
2361OOOOOOOOO1
Delivery of the enhanced functions will be in a Custom Release version of the affected module. The
enhancement will be made available to Library staff via a special test login, menu, port, or similar
mechanism. Since availability of the enhanced functions outside of the special test access require the
broader use of the Custom Release version (until that version reaches general Release), the Library will
separately determine when to more broadly implement the new version.
Staff Clients Ability to Mask Leading Digits in Barcode Input (Optional component of a Web
OPAC development priced at $7,5(0) ,
Delivery date: 270 days from Chemeketa Community College's notification to I nnovative that
Chemeketa Community College wish to exercise this development option, decision is due within 30
days of completion of initial training.
If, within 30 days of receiving initial training in the use of Millennium (Event 7 in Exhibit D), the
Library considers it desirable to extend the ability to key only significant digits of an ID number to the
Millennium Circulation staff functions, Innovative will enhance the Millennium Circulation client to
implement this functionality at no additional charge. The enhancement will allow Patron and Item
or"
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Communi
Page -l1- of
)-
records to be retrieved within Millennium Circulation functions using only the significant digits of the
ID number rather then the complete ID number as is currently required, by automatically prepending or
substituting characters from a library-specified prefix to the input provided by staff before searching the
ID number index for the patron or item record. In consultation with the Library, but at Innovative's
sole option, this enhancement may also be extended to include other staff functions, or all staff
functions.
If, after receiving initial training in the use of Millennium, the Library considers it would not be
desirable to extend the ability to key only significant digits of the 10 number to include Millennium
Circulation staff functions, Innovative will provide the Library a credit for an additional contiguous
training day to be used at the Library's discretion in combination with any other on-site training.
The Library should notify Innovative's Contra ct Manager of its preference within 30 days of
completion of initial training.
Delivery of the enhanced functions will be in a Custom Release version of the affected module. The
enhancement will be made available to Library staff via a special test login, menu, port, or similar
mechanism. Since availability of the enhanced functions outside of the special test access require the
broader use of the Custom Release version (until that version reaches general Release), the Library will
separately determine when to more broadly implement the new version.
2. Provide an address index for searching patron records.
Delivery date: 270 days from contract signing.
$7,500
To allow the Library to speed access to patron information at the Circulation desk, Innovative will
enhance the Millennium Circulation module to allow retrieval of patron records by Address and Phone
Number, in addition to the existing retrieval pointS such as Name and Library 10.
Delivery of the enhanced functions will be in a Custom Release version of the affected module. The
enhancement will be made available to Library staff via a special test login, menu, port, or similar
mechanism. Since availability of the enhanced functions outside of the special test access require the
broader use of the Custom Release version (until that version reaches general Release), the Library will
separately determine when to more broadly implement the new version.
3. Staff able to select form of notices for patrons.
Delivery date: 360 days from contract signing.
$7,500
To enhance the patron services offered by Library staff, Innovative will enhance Millennium
Circulation to allow authorized staff to set a patron's notification prefere nee (for example, email,
telephone or postal mail) directly from Millennium Circulation in addition to the existing ability for
patrons to set this preference themselves via the Web OPAC My Millennium functions.
Delivery of the enhanced functions will be in a Custom Release version of the affected module. The
enhancement will be made available to Library staff via a special test login, menu, port, or similar
mechanism. Since availability of the enhanced functions outside of the special test access require the
broader use of the Custom Release version (until that version reaches general Release), the Library will
separately determine when to more broadly implement the new version.
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Integrated Library System -Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT 0
P /}.~ f tf )....
$7,500 age ++-- 0 -
4. Provide for wild-card searching of patron name.
Delivery date: 360 days from contract signing.
To simplify the retrieval of patron records for patrons with having prefIxed Hispanic surnames where
several common variant spellings exist for the prefIx (for example, "0 e La Santos" and" Dela
Santos"), Innovative will enhance Millennium Circulation to allow the retrieval of these prefIxed names
even when the precise spelling is unknown. This will be done by one of two methods set forth below,
with the selection between the methods being made in consultation with the Library, and based on
information the Library can provide on the common variant spellings. If the Library does not wish or
is unable to participate in the consultation required to implement Method 1, then Innovative will itself
select Method 2, which does not require any consultation from the Library for its implementation to
deliver the desired functionality.
Method 1: Hispanic Surname Index Rule:
The preferred method would be for Innovative to develop, in consultation with the Library, an
index rule specifying common variant spellings of Hispanic surname prefIxes, which fIles them
consistently together, so that the same name could be retrieved using different spellings. For
example, if the only common variations in prefIx were the "D e La" and "Oela " given in the
above Santos example, Innovative could derive an index rule to allow patrons whose record
contained the surname "D e La Santos" or "Dela Santos" to be retrieved either by "0 e La
Santos" or " Dela Santos", thus treating the two forms as equivalent even though the surname
in the patron record varies slightly within established norms.
Method 2: Advanced Keyword Index of Patron Name with Two Character Wildcard:
The alternative method, which would be used if the number of variant spellings were large or
not easily determined, would be for Innovative to enhance Millennium to allow the use of the
Advanced Keyword Search function for the patron name fIeld in Millennium Circulation, and
further to enhance the Advanced Keyword Search function itself to allow the use of a wildcard
(asterisk) after a minimum of two characters rather then the standard requirement of a minimum
of three characters.
This method is less desirable then Method 1. for two reasons. First, it requires that the Library
staff member enter the asterisk at the appropriate location (using the "De La Sa ntos" versus
"Dela Santos" example, for the staff member would enter" De*a Santos" retrieve both forms.
Second, the enhancement to Advanced Keyword Searching to allow the use of a wildcard after
only two characters (rather then three) will affect all Advanced Keyword Searching, not just
patron names, and may impact (nominally) the size of the indexes and the search retrieval time.
This method may be preferable to Method 1 if it is the case that the "equivalent form" retrieval
implied in both methods is more effective as an occasional optional search done when the
search for the expected form fails, rather than always being applied to all names with these
common prefIxes.
Delivery of the enhanced functions will be in a Custom Release version of the affected module. The
enhancement will be made available to Library staff via a special test login, menu, port, or similar
mechanism. Since availability of the enhanced functions outside of the special test access require the
broader use of the Custom Release version (until that version reaches general Release), the Library will
separately determine when to more broadly implement the new version.
Page 34
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT G
SOFfW ARE MAINTENANCE AGREEMENT
EXHIBIT A
Page 11- of lp..
SOFTWARE MAINTENANCE
a) This Maintenance Agreement will cover all licensed Software.
b) One (1) year after the first day of Initial Training will constitute a Free Maintenance
Period.
c) The College will be billed the first month following the end of the free Maintenance
Period in advance at $62,936 per years 2-4 and $65,435 per year 51. Ifthe College chooses to
pay semi-annually, quarterly or monthly payments, a percentage of the total annual maintenance
amount will be added as an administrative fee as follows:
Payment Semi-annually: 3% increase
Payment Quarterly: 5% increase
Payment Monthly: 10% increase
d) Contractor agrees to provide System maintenance at a fixed annual amount. After the
three years of maintenance, the percentage change will be based on the greater of two options:
(1) Four (4) percent per year.
(2) The Consumer Price Index (CPI) based on the CPI-U (all goods) table for the Western
region. CPI to be calculated at the percentage change from the previous years annual index and
to be calculated on the annual (JanuarylDecember) index.
This increase will be determined, using the base maintenance amount in the Agreement,
excluding any percentage added as an administrative fee, as set out above.
e) If the College decides to cancel the Agreement, Innovative must be notified 90 days prior
to the annual maintenance renewal date.
f) The College must provide direct network internet access to the System; this would also
apply to fIrewalls etc. Innovative requires such access 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 Software corrections at Innovative Interfaces' expense.
Contractor will provide IP addresses, port requirements, and other specific identifying
information to assist the College with maintaining a secure computing enviroriment. Only
authorized Contractor personnel will have access to CCRLS accounts and passwords. Contractor
will make best efforts to ensure that no access to College systems is allowed except for
authorized maintenance and support by Contractor personnel, by employing best network
security practices including use of encryption techniques, and regular changes in passwords and
account information. College will monitor activity on any network access port required for
maintenance by Contractor, and will inform Contractor immediately of any suspicious activity
I 1his amount is excluded of taxes. The LibrarywiIl be responsible for all applicable taxes.
Page 35
Integrated Library System - Innovative Inteifaces, Inc. and Chemeketa Community College
eXHIBIT (\-
occurring on that port. Following such notice, Innovative will immediately take%~~~c 42.-
action to aid College in maintaining a secure computing environment.
g) Innovative will provide the College with new releases of the licensed Software modules
so long as the Equipment and operating system used for the System is sufficient and/or
compatible for the load and operation of such new release. If the Equipment or operating system
is deemed not to be sufficient for installation of the new release, then the College shall be
responsible for the cost of new Equipment or operating system as maybe required. If the
College declines to upgrade its Equipment or operating system to accommodate the upgrade to
the licensed software, then the College shall remain at its then current software release. For the
purpose of this document, the term "new release" shall mean improvements in already licensed
Software modules.
h) If the College adds any additional hmovative Software modules to the System after the
initial installation, the maintenance services shall be extended to cover the additional Software.
The maintenance charges for such Software shall be based upon Innovative's then-current
maintenance rates. The additional cost of coverage for the additional Software shall be added to
the annual maintenance amount.
i) Innovative will provide services 24 hours a day. Innovative will make its best efforts to
return calls within 2 hours of receipt and repair Software within 48 hours of notice, excluding
weekends and holidays.
j) Any services provided due to College-supplied Equipment failure, where such Equipment
was not purchased from Innovative, and over which hmovative has no direct control, shall be
billable at Innovative's then current maintenance rates.
k) This Software Maintenance Services Agreement does not include repair services or
replacement parts due to damage caused by rain, fire, flood, lightning, tornado, windstorm, hail,
earthquake, explosion, smoke, aircraft, motor vehicle, collapse of building, strike, riot, power
failure or fluctuation, or other cause originating by reason of other than normal operation of the
System, or College's negligence or misuse ofthe System.
I) The Software shall be operated as the exclusive application on the Equipment.
m) The College is responsible for purchasing and maintaining the necessary licenses for the
operating system, compilers, and any other necessary central operating system utilities. This
includes the C compiler and debugger.
n) The College must notify Innovative before changing the operating system version or
release. If it is necessary for Innovative to provide assistance or remedial services as a result of
an operating system change, these services will be charged as a billable service, and will not be
covered under Innovative's standard maintenance services.
0) Innovative will set up and maintain various directories, files and named paths on the
System. This information shall remain wholly confidential, and the College staff shall not alter or
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
delete these items.
EXHIBIT fA
Page ...1L- of UJ..
p) The College is responsible for any problems that may occur due to the negligent use or
intentional misuse of the operating system, including data corruption or data loss that might
occur due the misuse ofthe root-privilege access. As the College reports problems, hmovative
will determine if the problems resulted from the College's activity within the operating system,
and will notify the College at that time that such service shall be billable. All remedial service
provided by Innovative to restore, Software, system files, or College files conupted by misuse of
the operating system shall be billable at Innovative's then-current hourly rates.
q) The College is responsible for maintaining the operating system account and for keeping
the password and access secure from unauthorized use.
r) The College is responsible for providing appropriate access for Innovative to the System.
Innovative will need root-privilege access to install the hmovative system Software. On rare
occasions, Innovative will also need temporary root-privilege access to maintain the Innovative
Software.
s). Innovative Interfaces agrees to hold all College information as private and confidential. No
disclosure of College data shall be made to any third party without prior consent from the
College. The College's system will only be accessed for bona fide maintenance and support
activities. Innovative Interfaces recognizes that patron data is protected by State and Federal
Privacy laws and accepts responsibility for the actions of Innovative Interfaces employees when
accessing the College's systems. Information freely available from the OP AC display is excluded
from this restriction.
WHEN CENTRAL SITE HARDWARE HAS BEEN PURCHASED THROUGH
INNOVATIVE INTERFACES, THE FOLLOWING WILL APPLY:
a) The College agrees to take reasonable care of the Hardware and not permit persons other
than authorized representatives of the Hardware Manufacturer to effect adjustments or repairs to
the Hardware.
b) From the first day of Initial Training to the expiration of the Hardware Warranty period
as purchased in Schedule A, Innovative will coordinate services provided by the Hardware
Manufacturer. Thereafter, the College will coordinate services provided by the Hardware
Manufacturer. If the College changes the Initial Hardware configuration in any way during this
period, the warranty terms may be changed by the Hardware Manufacturer, which cost will be
born by the College. .
c) Upon expiration of the Hardware Warranty period, or if the Hardware Warranty terms are
changed by the Hardware Manufacturer, the College will take full responsibility for both the
Central Site Hardware and operating system administration. Alternatively, the College may
choose to retain Innovative for operating system administration at hmovative's then standard
rates.
d) The College is responsible for independently purchasing additional equipment, operating
system software, and licensing other services beyond the initial configuration ofthe System.
Page 37
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Integrated Library System - Innovative Interfaces, Inc. and Chemeketa Community College
EXHIBIT (;"
Page ~ of 1fJ.-
THE COLLEGE
By: Oil/. '#.uc.lLwfiVr-
Name: JuJll. UULkeskfn .
Title: "OJ rt c-for 'BasI neH SUUa" S
Date: 4/ ;;"'9/0'"
, '
fNNOVATNE ~ACES' INC.
By: 2,
Name: Gerald M. Kline
Title: CEOlPresident
Date: c.( ~
Page 38
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