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Agenda Item Transmittal Page 1 of 1 BOARD OF TRUSTEES Agenda Item Description BOARD MEETING DATE: 12/10/2015 SUBJECT: SNAP Library Consortium Termination and New Agreement for an Integrated Library System with Napa County Library and Solano Community College PROPOSAL: Napa Valley College McCarthy Library terminated a contract with the Solano Napa and Partners (SNAP) due to the withdrawal of Napa County Library (NCL) and Solano Community College (SCC). This termination is effective July 1, 2016. Napa Valley College enter into a new agreement with Napa County Library and Solano Community College with a shared Integrated Library System that will be hosted offsite. RECOMMENDATION: Napa Valley College enter into an agreement with Napa County Library and Solano Community College with a new shared integrated library system, Innovative Interfaces Incorporated. This new system will allow students and staff access to collections at Napa County Library, Solano Community College, as well as other community and four year colleges. Beyond a shared integrated library system, the new agreement will allow partners to share information regarding the services and activities that would benefit students through our libraries. SUPPORTING INFORMATION: Background & Summary: Recent changes in the structure of the SNAP Consortium include the withdrawal of Napa County Library and Solano Community College. Staying in the consortium without the library collections of Napa County Library and Napa Community College severely limits our students and staff to needed information and materials. NCL has entered into contract with a new integrated library system named Innovative Interfaces Incorporated. This new system is cost effective and allows students and staff to have access to NCL and SCC collections, as well as, hundreds of community and four year colleges. This will benefit both the budget of the college and expand the ability to research collections statewide. Fiscal Impact of Proposal: Expenses of $57,574 are expected over the five year life of the above referenced contract. The District will realize a savings of approximately $187, 316 when compared to SNAP Consortium costs over five years. Submitted By: Approved for Consideration By: Rebecca Scott Terry Giugni, Ph.D. Dean, Library & Learning Resources Vice President, Instruction Attachments? Yes No Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 . Page 1 of 39 for this agenda item

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Agenda Item Transmittal Page 1 of 1

BOARD OF TRUSTEES

Agenda Item Description

BOARD MEETING DATE: 12/10/2015

SUBJECT: SNAP Library Consortium Termination and New Agreement for an Integrated Library System with Napa County Library and Solano Community College

PROPOSAL: Napa Valley College McCarthy Library terminated a contract with the Solano Napa and Partners (SNAP) due to the withdrawal of Napa County Library (NCL) and Solano Community College (SCC). This termination is effective July 1, 2016. Napa Valley College enter into a new agreement with Napa County Library and Solano Community College with a shared Integrated Library System that will be hosted offsite.

RECOMMENDATION: Napa Valley College enter into an agreement with Napa County Library and Solano Community College with a new shared integrated library system, Innovative Interfaces Incorporated. This new system will allow students and staff access to collections at Napa County Library, Solano Community College, as well as other community and four year colleges. Beyond a shared integrated library system, the new agreement will allow partners to share information regarding the services and activities that would benefit students through our libraries.

SUPPORTING INFORMATION:

Background & Summary: Recent changes in the structure of the SNAP Consortium include the withdrawal of Napa County Library and Solano Community College. Staying in the consortium without the library collections of Napa County Library and Napa Community College severely limits our students and staff to needed information and materials. NCL has entered into contract with a new integrated library system named Innovative Interfaces Incorporated. This new system is cost effective and allows students and staff to have access to NCL and SCC collections, as well as, hundreds of community and four year colleges. This will benefit both the budget of the college and expand the ability to research collections statewide.

Fiscal Impact of Proposal: Expenses of $57,574 are expected over the five year life of the above referenced contract. The District will realize a savings of approximately $187, 316 when compared to SNAP Consortium costs over five years.

Submitted By: Approved for Consideration By:

Rebecca Scott Terry Giugni, Ph.D. Dean, Library & Learning Resources Vice President, Instruction

Attachments? Yes ☒ No ☐

Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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FIRST AMENDMENT TO

SOFTWARE SUBCRIPTION AND HOSTED SERVCES AGREEMENT

This AMENDMENT (the “Amendment”) is made and entered into as of the date of the last signature of the parties hereto (the “Effective Date”), by and between INNOVATIVE INTERFACES INCORPORATED, a California corporation having its principal place of business at 5850 Shellmound Way, Emeryville, CA 94608 (hereinafter referred to as “Innovative”), and NAPA COUNTY, A POLITICAL SUBDIVISION OF THE

STATE OF CALIFORNIA, (hereinafter referred to as “County”) on behalf of Napa County Library Napa Valley College . (hereinafter referred to as “NVC”) located at 2277 Napa Vallejo Hwy, Napa, CA 94558, on behalf of its Library and Learning Resource Center (LLRC) and Solano Community College (hereinafter referred to as “SCC”) located at 4000 Suisun Valley Rd, Fairfield, CA 94534 on behalf of its Library (each a “Party,” and collectively the “Parties”).

WHEREAS, the County and Innovative are parties to the Software Subscription and Hosted Services Agreement entered into as of August 25, 2015 (the “Main Agreement”); and

WHEREAS, the County and Innovative wish to amend the Main Agreement, so as to add certain products and services to the Main Agreement for the benefit of third-party NVC and SCC.

NOW, THEREFORE, for good and valuable consideration and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Replacement of Schedules B and C. The Parties hereby agree that Schedules B and C in the Main Agreement are hereby rescinded in their entirety and respectively replaced by Schedules B 1 and C-1 attached to this Amendment and incorporated by reference into this Amendment. All references to Schedules B and C in the Main Agreement shall now read B-1 and C-1

2. Parties to the Agreement. NVC and SCC will also now be parties to the main Agreement and all references to Napa County will now include NVC and SCC. However, County hereby reaffirms its obligation under the Main Agreement for payment for the products and services described under the Main Agreement

3. Reimbursement to the County.

a. NVC agrees that it will compensate County for costs in the Agreement attributed to NVC in Exhibit “1” attached hereto and incorporated herein..

b. SCC agrees that it will compensate County for costs in the Agreement attributed

to NVE in Exhibit “1”

4. Authority to Amend the Agreement.

a. NVC hereby warrants that NVC’s Dean of the Library and Learning Resource Center (LLRC) has the authority to approve and sign all further amendments to the Main Agreement.

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b. SCC hereby warrants that the Vice President of Student Services has the authority to approve and sign all further amendments to the Main Agreement.

5. Effect of Amendment. To the extent the terms and conditions of this Amendment conflict with the terms and conditions of the Main Agreement, the terms and conditions of this Amendment shall prevail.

6. Except as provided above, the terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to enter into this Amendment as of the dates specified below.

NAPA COUNTY, a political subdivision of the State of California

BY________________________________

DIANE DILLON Chair of the Board of Supervisors

INNOVATIVE INTERFACES INCORPORATED Signature: Print Name: Title: Date:__________________________________

NAPA VALLEY COLLEGE SOLANO COMMUNITY COLLEGE Signature: Signature: __________________________ Print Name: Print Name:___________________________ Title: Title:__________________________________ Date:_______________________________ Date:__________________________________

APPROVED AS TO FORM Office of County Counsel By: Date:

ATTEST: GLADYS I. COIL Clerk of the Board of Supervisors By:_____________________

APPROVED BY THE NAPA COUNTY BOARD OF SUPERVISORS Date: ______________________________ Processed By: ______________________________ Deputy Clerk of the Board

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S C H E D U L E B Innovative Software & Hardware

PRICE QUOTATION

Subscription Solution

NAPA COUNTY LIBRARY, NAPA VALLEY COLLEGE AND SOLANO COMMUNITY COLLEGE

Annual Circulation: 1,070,000

Staff Client Licenses (Polaris DBMS): 80

November 20, 2015

Polaris Hosted Subscription and Services

Polaris ILS Server/Client Software Subscription Year 1

$67,213

Third-Party Subscriptions

$6,797

Polaris Services

$102,450

Hosting and Hardware

$29,000

Total $205,460

Polaris Hosted Subscription Years 2-5

Year 2 Subscription

$97,129

Year 3 Subscription

$100,542

Year 4 Subscription

$104,075

Year 5 Subscription

$107,732

Total

$409,478

Five Year Grand Total:$614,938

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PRICE QUOTATION

Polaris Software Solution

The Polaris Integrated Library System (Polaris ILS) is a true client/server system. The Technical Services (or 'Staff') client is Windows-based. The Polaris ILS Public Access Catalog client is a Web-browser application based on dynamic Internet technology. This flexible, dual-client configuration is modeled into a single, completely integrated system. The Polaris ILS is non-modular, and includes Patron Services (Circulation), PAC, Cataloging, Acquisitions, and Serials.

Polaris ILS Software Licenses: 80

POLARIS ILS SERVER LICENSES INCLUDE THE FOLLOWING:

• Polaris ILS Database (full and documented schema available via Customer Supportal) • Z39.50 Server • Faceted Searching • Relevancy Ranking • SMTP For email notification (Library may also use other email server) • Remote Patron Authentication • System Administration (familiar Directory/Tree structure with point-and-click options) • Integrated desktop Reports and Notices (with export to Excel, Word, PDF, HTML and XML

formats) POLARIS STAFF CLIENT LICENSES INCLUDE THE FOLLOWING

• Find Tool (over 600 search points available) • Acquisitions (optional, adds 2 training days)

○ Shopping Cart / Selection List Import (9xx Order Data) • Serials Control with MARC Format For Holdings (optional, adds 1 training day) • Cataloging with authority control

○ MARC validation program ○ Bibliographic and authority records importing interfaces ○ Fully integrated WYSIWYG Label Printing (see/edit before you print)

• Circulation ○ Offline circulation, inventory and Bookmobile ○ Group holds ○ OCLC Inter Library Loan Interface

• Record set (bulk change operations for patron, item, authority and bibliographic records) • Z39.50 client • Extensive online help

UNLIMITED POWERPAC CLIENT LICENSE INCLUDES: • PowerPAC supports Internet Explorer, Netscape Navigator, Mozilla Firefox, Opera, Safari

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• Multiple database searching • Z39.50 client • Patron Authentication • Credit card payments/donations+B1 • My Account Options: Self-registration, search agent alerts, pre-notification of overdues, reading history, formatted title lists (APA, Chicago Manual of Style, etc.) • Customizable Dashboards (automated links to bestsellers, subject areas, etc.)

eCommerce (using either Payflow Link or Payments Gateway Secure Web Pay)

ADDITIONAL INCLUDED POLARIS SOFTWARE PRODUCTS:

• Polaris® LEAP Web Application Software - Patron Services & Mobile Picklists

• Export Express - Flexible functionality for exporting bibliographic, authority and patron records

• Course Reserves - Staff Users = 2 • Outreach Services • Self-check interface to third-party Self-Check units - Self-check units = 10 • Carousel Toolkit - Highlights items from your collection in a visual "carousel" in the PAC • Community Profiles (half day webinar training required) • EDI for Acquisitions Setup/Training for approved vendors – Level D • FeatureIt (half day webinar training required) • Mobile PAC - Full-function PAC for mobile devices

• Polaris Simply Reports - Staff Users = 5 • Link + Subscription

• Polaris® Application Programming Interface (API) – Site License

THIRD PARTY SUBSCRIPTION SERVICES • Overdrive Integration - E-book circulation integrated in the PAC (requires Overdrive subscription)

• Syndetic Solutions (Enriched Content for Display in the PAC) - Number of Enrichment Elements = 5

• TriCerat ScrewDrivers (available in Terminal vs. Concurrent and 32 vs. 64 bit) • Polaris Implementation Services

Services Overview

Installation

Remote installation requires that all servers be initially staged by Polaris Library Systems at the Polaris Library

Systems headquarters in Syracuse, NY. Following staging, all servers will be shipped to the Library for remote installation. The remote installation fee covers the remote loading and installation of the various software components and 3rd party applications upon which the Polaris Software relies. Said services will be performed remotely via phone and the Internet by Polaris Implementation Engineer(s) at the rates quoted herein. Any additional days that are required as a result of the failure of non-Polaris ILS equipment or software will be charged at

$1,000 per day per engineer with a half day minimum. Library will be responsible for the physical installation of the server(s).

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IMPLEMENTATION/TRAINING

Overview Polaris shall provide implementation services involving project consultation and

training. These services shall include, but are not limited to:

• Assigning an Implementation Manager whose role will be to work in conjunction with the library during

the implementation phase of the contract.

• Providing trainers to instruct the Library on the operation of the Polaris ILS application/system administration consistent with the provisions set forth below.

Implementation Site Visit:

Your Implementation Manager will schedule a site visit to discuss:

• Implementation process, Policy files creation, Data migration issues, Project planning, and Staff Client System Administration.

The Implementation Site Visit requires the participation of the Library’s System Administrator as well as

representatives from each of the Library’s administrative units involved or affected by the implementation of Polaris ILS

Training Philosophy and Fees

Train-the-Trainer Approach: Polaris’s approach to training is to thoroughly train a core group (numbers indicated below) at the customer site. This core group will receive in-depth training on the various subsystems. This core group will, in turn, train the remainder of the Library staff.

Prerequisites: Familiarity with Windows 7, Vista and/or XP Professional is required for all trainees. Up to ten (10) trainees allowed at each training session. Training materials will be provided for each session. Training should take place in a room away from public areas and have the capacity to hold the number of trainees (up to 10) and the Polaris ILS trainer. It is strongly recommended that each trainee have the use of a Library workstation with the Polaris ILS Staff client software installed.

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SERVICES SUMMARY

Onsite Services Days

• Implementation Management & Consultation: Implementation process, Policy files creation, Data migration issues, On-Going Project planning, and Staff Client System Administration

○ On-Site Project Implementation Visit (includes expenses)

○ PAC Branding (2 hour maximum – if additional time is required, that will be quoted separately at the rate of $200/hour):

■ Enable pre-programmed theme selection;

■ Enable predefined set of dashboards selected by the LIBRARY

■ Resize existing library logo;

• On-Site Workflow Analysis (includes expenses)

• On-Site “Go Live” assistance (includes expenses)

• On-site Staff Training (includes expenses; to occur after system installation and initial database load):

○ PAC, Patron Services, Cataloging On-site Training (4-day class)

○ Acquisitions On-site Training (2-day class)

○ Serials On-site Training (1-day class)

○ Technical Service Workflow Analysis (On-site)

6

2 2

12 6 3 2

The following restrictions apply to all on-site training:

• A maximum of ten (10) trainees allowed per session. Additional charges apply for additional trainees. In no case shall the number of attendees in any session exceed 15 people, as the quality of training is negatively affected beyond this class size. • Training must be scheduled such that a minimum of two training days occur in any calendar week (Monday- Friday) • There is a minimum two day charge for all on-site services Quote Includes Merge and DeDupe for Colleges Quote include setup fee for Link +

Online Services Hours

• Web-based Staff Training 8 ○ System Administration Webinar Training (8-hour class)

○ Simply Reports Webinar Training. 3 ○ Community Profiles Webinar Training (4-hour class) 4 ○ Course Reserves Webinar Training 3 ○ Outreach Services Webinar Training 0 ○ Export Express Webinar Training (1-hour class) 1 ○ Feature IT Webinar Training (4-hour class) 0 ○ Additional Webinar Training/Consulting for Library-specific Requirements 0

• Video Staff Training ○ Inventory Manager Video Training (FREE) 0

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DATA PROCESSING SERVICES

Data Migration/Conversion

Innovative is able to migrate all types of data including bibliographic, item, authority, holdings, patron, circulation transactions, order, vendor, and funds from a variety of different systems. Standard input formats (MARC or delimited text) exist for basic data, and records can be exported either in these formats or converted to them by the Library, a third-party supplier or Innovative. Custom data conversion services are available to address more complex issues.

Library-specific data profiling allows the Library to control the display and handling of elements in the public catalogue, identify inconsistencies in data, and determine local choice for fields, particularly for use within the Circulation module and for statistical reports. The Innovative Data Profiling Analyst analyzes Library data according to defined parameters, including specific questions about local data such as location information and classification numbers. A report is prepared based on the information gathered and custom specifications are set to match the resulting conclusions.

Innovative will provide Data Migration/Conversion Services for the following data types:

Your current ILS: TLC CARL.X Bibliographic Records: 200000

Item Records: 276000 Patron Records: 55000

Authority Records: Transaction Records: Circulation Records, Fines and Blocks Other Record Types: Serials Holdings Records

Vendor Records

Community Resource Records

The Library will accept responsibility for the export of all data files it wishes to migrate to the

Polaris Integrated Library System. These files will be provided to Polaris in a format in accordance with the content and format specified in the Polaris Data Migration Guide. This document will be provided at the beginning of your implementation, but may also be requested at any time. Deviation from the specified format may result in additional migration fees. Data will be provided to Polaris through ftp (file transfer protocol) or through a mutually agreed upon tape and tape backup format. The Library will be required to conduct two (2) data extractions – one for an initial test load and then one for a final production load.

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POLARIS VIRTUAL PRIVATE CLOUD (VPC) SERVICES

The Polaris Virtual Private Cloud Service provides a fully managed application including data center networking and firewall management, Polaris server administration, anti-virus and backup service. Only Polaris server administrators have direct login and administrative access to the backend servers, software and databases supporting the Polaris systems and application.

Polaris will provide the following on-going services:

Virtual Private Cloud Services Description

Production Server, Firewall, Domain Controller, Backup Device,

Server & Operating System Software Microsoft Software, Network Switch, Installation & Remote Hands,

ARCServe Backup Software, Anti-Virus Software

Daily Polaris application support (trouble-tickets, calls & email), PolarisTechnical Support Upgrades (version & builds)

Server Administration

Data Center Network & Network Capacity; Data Center Firewall Management; Terminal Server IP Address Filters;

Services Monitoring (SPU, Disk & RAM):

• Server CPU, Disk & RAM

• Windows log checks

• SQL jobs checks

• Internet bandwidth usage

• Firewall

Server Maintenance:

• Firmware updates

• Driver updates

• Windows updates

• Anti-Virus updates

• Warranty repairs

Daily Backups & Offsite Rotation

DEDICATED VPC Library will be responsible for the following:

• Reports & notices;

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• Active Directory user & Polaris user management; • System Administration functions; • Local workstation & peripheral hardware maintenance

(includes O/S software, software installation & updates and anti-virus)

• Network connectivity; • Cost associated with optional Polaris ILS upgrade training; • Cost of custom reports and SQL queries;

Anything not explicitly defined herein as a Polaris responsibility

VIRTUAL PRIVATE CLOUD ENVIRONMENT

Technical Service/Staff Access Workstations/Patron Access Workstations

Operating Systems Windows 7 (32-bit or 64-bit) with current Service Pack

(Professional, Ultimate or Enterprise Editions) Windows 8 (64-bit) with current Service Pack (Professional, Ultimate, or Enterprise Editions)

System Processor 1 GHz or better

System Memory

Windows 7 (32-bit or 64-bit): Recommended: 2GB – Minimum required: 1GB Windows 8 (64-bit): Recommended: 2GB – Minimum Required: 1GB

Hard Disk Requirements

Minimum: 10GB

Video Requirements SVGA Graphics Controller /4 MB Video Memory or better

Other 100 Mbps NIC Card

Monitor 17” - as a standard Windows application, the Polaris ILS will run in whatever

screen resolution the Windows PC is configured for. The optimal resolution is 1024 x 768.

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REMOTE DESKTOP SERVICES (TERMINAL SERVICES)

Remote Desktop Services works by allowing individual applications to run on a server, rather than on the user’s workstation. Remote Desktop Services simply sends screen images to the user’s machine, and the user’s machine in turn sends keystrokes and mouse movements back to the server. By doing this, Remote Desktop Services allows clients to run applications that they might otherwise not have the hardware or bandwidth to support. The Remote Desktop Protocol (RDP) has been designed and optimized to give users a good application experience over low- bandwidth connections. Because only keyboard, mouse and screen drawing information is sent over the network, a quality user experience can be attained under very low-bandwidth conditions. The client access device can either be a full rich Windows personal computer, or a thin client.

Requirements:

• Remote Desktop Connection (RDC) client version 6.1 or higher (RDP protocol/version 7 or higher)

• Reliable network connectivity with adequate bandwidth (estimated 20Kbps-30Kbps per concurrent RDC user) and low end-to-end network latency between the workstation and Windows Terminal Server

USERNAME CONVENTION AND PASSWORD COMPLEXITY

Access to Polaris Virtual Private Cloud requires a two-stage logon. A user must first logon to the Terminal Server and then must logon to the Polaris application. Usernames for Terminal Server and Polaris user accounts must consist of at least 8 characters. Polaris recommends that the usernames include a user-friendly prefix that makes the username unique to the system or branch. For example, a satisfactory username convention for Public Library System could be plsXXXXX (i.e. plscirc1, plscat07, etc.)

Passwords must be complex. At a minimum, passwords must consist of at least 8 characters including at least one upper or lower case letter and at least one number or special character, and cannot include the library name or username. Polaris strongly recommends that common words should not be used as the password root.

USER MANAGEMENT IN THE DEDICATED VPC

The LIBRARY will be responsible for performing Polaris user account management (add, change delete). Polaris is responsible for management of terminal server accounts and active directory.

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VIRTUAL PRIVATE CLOUD SERVER MAINTENANCE

Polaris reserves the right to perform periodic maintenance on the Virtual Private Cloud servers and service platform.

Scheduled weekly maintenance windows will occur every Monday and Thursday between 2:00AM PDT and 4:00AM PDT. Windows Updates and other service platform updates that may be applied sometimes require device reboots or restarts and therefore temporary service outages may be experienced during these windows. Scheduled maintenance windows for server, firewall and network replacement or repair will occur Thursday’s between the hours of 4:00AM PDT and 7:00AM PDT.

Unscheduled emergency maintenance might need to be performed at any time. When emergency maintenance is required, Polaris will notify the Library and work with the Library to minimize any potential service interruptions.

VIRTUAL PRIVATE CLOUD DATA SECURITY

Polaris Virtual Private Cloud services are currently delivered from a secure SSAE-16 certified Time Warner

Cable/Navisite data center located in Syracuse, NY. The data center is a Tier-2 facility (ANSI/TIA-942 Telecommunications Infrastructure Standard for Data Centers) with an excellent track record for reliability that provides backup power, and redundant HVAC and network services. Internet service to the Data Center is provided via redundant ISPs utilizing diverse fiber connections into the facility with dynamic re-routing of data if network links are interrupted. The Data Center environment includes:

• 7x24x365 on-site security personnel and video surveillance • Biometric palm scanners at all facility entrances • Card access control at all interior and exterior doors • Offices/common areas isolated from the data center • AC power installed to order with N+1 redundancy • Backup UPS and generators with refueling capabilities for consistent power supply • Full data-grade HVAC system with N+1 redundancy with 136 tons of cooling active • Fire protection with early-warning VESDA fire detection system • FM-200 and CO2 fire suppression system • Regular system testing and servicing • Customer IT infrastructure monitored by two redundant NOCs (Andover and India),

staffed 7x24x365 • Regular facilities monitoring for all critical electrical components, environmental

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systems, & security

For Virtual Private Cloud service, Polaris owns and operates the servers utilized to store data and deliver service from the Data Center. Polaris employs network firewalls and anti-virus protection for the service platform. To protect data during network transmission, communications between the library’s Polaris client workstations and the VPC Data Center are encrypted via native Remote Desktop encryption and SSL is used to encrypt the Patron Account section of the Polaris PowerPAC. Third-party hardware maintenance providers do not have access to the servers or backup devices without Polaris advance approval and supervision.

NOTES 1. Prices do not include any applicable taxes, which are the responsibility of the LibraryAll

prices given are valid for a period of 90 days from the date of the proposal. 2. Polaris Subscription charges are based on a minimum 60-month commitment from the

library.

3. Polaris Subscription maintenance and support services include unlimited access to a 24-hour Helpdesk via a toll-free phone number, regular Polaris Software enhancements, and new editions of the Polaris User Manual.

4. Any data supplied in non-MARC format must first be reviewed by Innovative for analysis prior determining a price for loading into the System.

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S C H E D U L E C PAYMENT FEE SCHEDULE

Prices quoted are in US Dollars

ONE-TIME SOFTWARE IMPLEMENTATION SERVICES COST $102,450(one- time fee) Costs for implementation services are due at time of contract signing. ANNUAL SOFTWARE SUBSCRIPTION FEE, Year 11 $ 103,010 First payment due on completion of the initial installation of the Software (the “Completion Date”), and then on each anniversary date of the Completion Date thereafter. Fee includes Annual Maintenance and Support Fee. The following subscription fees shall be due annually on the anniversary of the Completion Date:

Polaris Hosted Subscription Years 2-5

Year 2 Subscription $97,129

Year 3 Subscription $100,542

Year 4 Subscription $104,075

Year 5 Subscription $107,732

Total $409,478

Five Year Grand Total: $614,938 GENERAL PAYMENT TERMS AND CONDITIONS:

1) Payments will be due thirty (30) calendar days after invoice. Interest of 1% per month of the full outstanding amount will be charged for late payments. Fees shown above exclude taxes. County will be responsible for all applicable taxes.

2) Credit card payments are subject to a 3.5% fee for any invoices over $2,000. 3) If County fails to pay Innovative any sums due under this Agreement on a timely basis, Innovative reserves the right, among other

remedies available to it under this Agreement, to discontinue maintenance, subscription and/or hosting services, as applicable, until County fully pays to Innovative all sums (and related penalties) (together, the “Overdue Amount”) due to Innovative. If Innovative discontinues maintenance and/or hosting services provided to County, Innovative also reserves the right to receive from County a re-start penalty fee equal to 30% of the Overdue Amount, in addition to the Overdue Amount.

4) Future maintenance, subscription and hosting service charges, as applicable, may be subject to price increases by Innovative. With regard to such price increases, Innovative will advise the County no later than thirty (30) calendar days prior to the increase going into effect.

5) The terms of this Payment Fee Schedule are conditional upon the County’s credit worthiness, and Innovative reserves the right to require, before any contractual performance by Innovative, to require County to put in place a letter of credit or other form of payment security, in order to secure payments due from County.

6) If the County decides to cancel or change any Software subscription(s), Innovative must be notified at least ninety (90) calendar days prior to the annual subscription renewal date. Otherwise, the Software subscription described here shall automatically renew for successive one (1) year terms.

1 Based on a 5-year commitment.

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A B C D E F G HLibrary Name Year 1 Year 2 Year 3 Year 4 Year 5 All Years

Totals $205,460 $97,129 $100,542 $104,075 $107,732 $614,938

Napa County (81.8%) $168,134 $79,484 $82,277 $85,168 $88,160 82% $503,222

NapaValley College (9.4%) $19,233 $9,092 $9,412 $9,742 $10,085 9% $57,564

Solano CC (8.8%) $18,093 $8,553 $8,854 $9,165 $9,487 9% $54,151

TOTALS $205,460 $97,129 $100,542 $104,075 $107,732 100%

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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Napa Valley College Board of Trustees December 10, 2015, Regular Meeting Agenda Item 12.4.1 .

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