March 29, 2005
SUBJECT: Sc[i]³ - the Sunnyvale Center for Innovation, Invention, and Ideas – Financial Update
REPORT IN BRIEF
During the FY 2003/2004 budget review process as a result of the fiscal challenges, the City Council provided preliminary direction to eliminate Sc[i]³, the Sunnyvale Center for Innovation, Invention, and Ideas. On November 9, 2004, the City Council decided to continue Sc[i]³’s programs and services with the provision that the City would cease subsidy of the program as of June 30, 2005 thus giving the Sc[i]³ Foundation an opportunity to develop alternative funding sources to help keep the program in operation. The Council requested that Sc[i]³ Advisory Board meetings be reestablished, budget information be provided to the Sc[i]³ Advisory Board, and a funding proposal be submitted back to Council in early 2005.
This report updates Council on the staff effort to respond to community members’ suggestions to increase profitability as well as the Advisory Board/Foundation’s effort to secure funding for Sc[i]³’s programs and services in FY 2005/2006. It also reviews a number of operational models, including a proposal by the Sc[i]³ Foundation to move Sc[i]³ to Cogswell College.
BACKGROUND
Since 1963, the City of Sunnyvale has hosted a Patent and Trademark Depository Library through the Sunnyvale Public Library. In 1994, the City of Sunnyvale partnered with the United States Patent and Trademark Office (USPTO) to deliver enhanced intellectual property services on a cost recovery basis. The partnership was known as Sc[i]³. On a number of occasions, the efficacy of continuing patent services was considered by the City Council.
Although charged with full cost recovery, the Sc[i]³ partnership has never been able to achieve this goal. On July 24, 2001, the issue was brought before the City Council. At that time, the City Council adopted a plan to redesign and relocate Sc[i]³’s services in an effort to determine if Sc[i]³ could generate enough revenue to cover the fee-based portion of its services, and the basic patent and trademark reference services were incorporated into the library’s operating budget. At the time it was determined that should cost recovery for Sc[i]³’s fee-based services be unobtainable, a recommendation to cease the partnership would be forthcoming. By January 2002, Sc[i]³ services were downsized, staff reduced from 6 to 2.54 full-time equivalents, and operations moved from office space at 465 S. Mathilda Ave. to the Main Library. After more than two years of operating in its downsized and redesigned form, Sc[i]³ continued to demonstrate a need for a subsidy of $19,980 in FY 2002/03 and $34,074 in FY 2003/04 from the City. The subsidy grew as a result of unanticipated decreases in demands for certain services and increases in staffing costs.
Between February and May 2004, the City Council conducted a new process to prepare, review, and provide initial and final policy direction for the City’s budget and long-term financial plan. Due to the continuing need for an annual subsidy and the risk that represented to the City, staff identified the elimination of the Sc[i]³ program for Council consideration. On May 4, 2004, at least four City Council members provided preliminary policy direction to eliminate Sc[i]³. Since that time, staff prepared a budget that meets Council’s expectations for self-sufficiency. The submitted and approved budget for Sc[i]³ is very stringent, and projects higher revenues with reduced staff hours and the elimination of the $30,000 annual fee paid by the City of Sunnyvale to the USPTO for access to the resources used in the provision of Sc[i]³’s services.
To have any chance of meeting the projected budget in FY 2004/05, staff identified four key actions that would need to be taken by the US Patent and Trademark Office. They were the following: (1) eliminate the subscription fee of $30,000 beginning October 1, 2004; (2) assist in identifying new lines of business in order to generate sustainable revenue streams; (3) guarantee delivery of repeat seminars within 45 days of request and be similarly responsive to requests from Sc[i]³ clients in developing new course offerings; and, (4) guarantee one or more annual visits from high ranking USPTO officials in order to interface with the intellectual property community in Silicon Valley, as well as to be a fundraising opportunity for Sc[i]³. Mayor Howe communicated these requests in a letter to Kay Melvin, Executive for Customer Information Services at the USPTO on August 18, 2004. (See Attachment A.) Ms. Melvin’s response letter of August 27, 2004 stated that the $30,000 fee could not be eliminated and failed to address the other three areas of concern. (See Attachment B.)
Recognizing that the budget goal of achieving cost recovery was becoming more difficult to reach despite the streamlined operation, staff presented RTC 04-378 Consideration of the Elimination of Sc[i]³ to Council on October 19, 2004. (See Attachment C). The Council voted 4-2 to eliminate all specialized patent and trademark services, but to continue to provide free basic reference service through existing Adult Services resources. Mayor Howe requested that RTC 04-388 Motion to Reconsider Action Taken at October 19, 2004 Meeting to Eliminate Sc[i]³ be brought back to the October 26, 2004 meeting. A motion to reconsider action passed unanimously. This motion was followed by another to postpone the discussion until the next scheduled Council meeting on November 9, 2004. The motion passed unanimously.
On November 9, 2004, the Council considered RTC 04-399, reconsidering the elimination of Sc[i]³. The Council then voted 4-2 to continue Sc[i]³’s programs and services with the provision that the City would cease subsidy of the program as of June 30, 2005. The Council also requested that Sc[i]³ Advisory Board meetings be reestablished, and that budget information be provided to the Sc[i]³ Advisory Board to help them develop a funding proposal to be submitted back to Council in early 2005. Direction was also given by Council to allocate $40,000 from the Non-Recurring Events fund to cover the FY 2004/2005 subsidy requirement.
EXISTING POLICY
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Library Collection |
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Action Statement 6.2A.3c |
Provide a collection of patents and trademarks. |
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Finding and Using Materials and Information |
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Action Statement 6.2B.1d |
Provide patent reference services based on demand and financial self-sufficiency for Sc[i]³’s services. |
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Legislative Action Policy 6.2.10 |
Support the USPTO efforts to streamline and simplify the application process of applying for and obtaining protection for new patents or trademarks. (2003 Library and Economic Development Staff Recommendation) |
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Legislative Action Policy 6.2.11 |
Support the USPTO efforts to retain 100% of the fees collected for its services. (2003 Library Staff recommendation) |
DISCUSSION
What is Sc[i]³’s current fiscal situation?
When Period 9 ended on February 12, 2005, Sc[i]³ expenditures were $215,591 and revenues were $177,601, yielding a City subsidy requirement of $37,990 if Sc[i]³ were to have ceased operations on that date. It is projected that this subsidy will grow to approximately $62,075 by June 30, 2005, as shown in Attachment D Sc[i]³ Fiscal Assumptions and Impact of Alternatives. This subsidy projection was developed based on the difference between the expenditure and revenue projections. The expenditure projection includes an extrapolation of year-to-date performance, and $15,000 for the USPTO subscription fee remaining to be paid this fiscal year. If Sc[i]³ were to close, only $7,500 of the subscription fee would need to be paid due to the federal fiscal year ending on September 30, 2005. The revenue projection includes an extrapolation of year-to-date performance.
Based upon the best available information in October 2004, RTC 04-378 outlined a subsidy projection of $55,588. There are several factors which have now increased the subsidy projection to $62,075 for FY 2004/2005, including:
- Decreased revenue from what was projected for scheduled seminars as a result of USPTO cancellations.
- Increased staff time in order to respond to requests from the support groups and foundation, to evaluate a new email marketing system, to develop new seminars, and to experiment with remote delivery of seminars.
- Purchase of a new email marketing system. The system selected was called Exact Target and has already provided valuable information about Sc[i]³ customers and the effectiveness of email marketing campaigns. It costs $4,975 per year.
While the increased staff time and email marketing system costs are reported as part of the Sc[i]³ expenditures, they may be considered as equivalent to “start up” or one-time costs.
Sufficient resources exist to cover the $62,075 subsidy projection in FY 2004/2005. The Patent Library fund had $43,414 in reserves from unexpended special project funding for public relations and in addition, Council authorized, on November 9, 2004, that up to $40,000 from the Non-Recurring Events funds be allocated to cover the Sc[i]³ subsidy in FY 2004/2005. Therefore, the anticipated $62,075 subsidy in FY 2004/2005 will be met using these resources and no further impact on the General Fund is expected.
What challenges have influenced Sc[i]³’s performance since November 9, 2004?
- Cancellation of USPTO Videoconferences
The USPTO cancelled all of its videoconference seminars in December 2004 and January 2005 due to moving to a new facility in Alexandria, Virginia. This resulted in a loss of approximately $10,000 from the seminars which normally would have been given during this time.
- Quick Reorganization of Advisory Board/Foundation
Methods for providing assistance to Sc[i]³ needed to be devised in a very short time. On November 9, 2004, when the Council met to reconsider the Sc[i]³ program, the Advisory Board had not met in several years and the Sc[i]³ Foundation was without a President after the resignation of former Library Director Victoria Johnson from that position. Staff set to work on forming a new Advisory Board and held an initial meeting on December 2, 2004 to seek input on strategies for enhancing revenue streams in the short term. Members of the Advisory Board were also given an opportunity to join either the Sc[i]³ Foundation to help with fundraising or the Sc[i]³ support groups to help with exploration of ways to improve Sc[i]³’s performance. By January 2005, staff had begun to act on suggestions made by community members and the Advisory Board to enhance revenue, and the Foundation had elected a new President and revised its bylaws so that the Library Director was no longer included as a voting member in the Foundation.
- The Timing of Restructuring Services
Acknowledging the trends of declining revenues and increasing costs, staff recognized a need to restructure services if Sc[i]³ were to become self-sufficient. After the Council decision on November 9, 2004 provided a few months time for the Foundation to raise money to pay for the subsidy in FY 2005/2006, staff realized that time would not be sufficient to conduct a thorough needs assessment of the intellectual property community and create a new business plan with the USPTO and Sc[i]³’s community partners. Staff thus recommended that money be raised to preserve Sc[i]³’s current services with the understanding that the restructuring process could occur after the fundamental question of whether or not sufficient funds to support baseline operations would be forthcoming. The Foundation took a different approach to restructuring services by conducting a needs assessment, preparing a transition plan, and conducting fundraising based on that plan.
What are the known factors which will influence Sc[i]³’s performance between March 29, 2005 and June 30, 2005?
Positive Factors
- A delegation headed by Dr. Lulin Gao, former Commissioner of the State Intellectual Property Office of the People’s Republic of China, will visit Sc[i]³ in April. Dr. Gao will be the distinguished lecturer for a program on Chinese Intellectual Property. It is anticipated that the former Commissioner's visit will be a first step in developing stronger ties with the Asian intellectual property community as well as increasing Sc[i]³’s revenues.
- New seminars at Sc[i]³ have been developed by local patent attorneys on such topics as patent claims, biotech patents, and patents for corporate inventors.
- Knowledge about Sc[i]³’s customer base is growing deeper as a result of the new email system. Marketing campaigns can now be effectively measured and modified based on results of previous campaigns. It is anticipated that more potential users will become aware of Sc[i]³ services.
- Sc[i]³ Web site has been and will continue to be enhanced by the City’s Information Technology staff. Previously, the Web site had been hosted by an external Web provider who was unresponsive when problems occurred. Having direct control over the site should ensure that Web problems are addressed in a timely fashion and access will be available to users.
- Seminar fees for USPTO videoconferences were increased as follows: 1 hour seminars from $95 to $125, 2 hour seminars from $125 to $175, and 3 hour seminars from $175 to $225. Additionally, if continuing legal education (CLE) credit is desired, there is now an extra charge of $25.
- Staff produced a DVD for Patent Basics, an in-house seminar. Final editing has nearly been completed and marketing will soon commence nationwide. Delivering classes remotely is expected to increase Sc[i]³’s customer base.
- After moving to its new location in Alexandria, Virginia, the USPTO is now better equipped to handle videoconferences from the Board of Patent Appeals and Interferences, as well as the Board of Trademark Trials and Appeals. As a result, Sc[i]³ may be able to provide a greater number of videoconferences of interest to the intellectual property community.
Challenges
- Although the provision of USPTO speakers is part of the partnership agreement between the City of Sunnyvale and the USPTO, no speakers have come since 2000 due to budget constraints at the USPTO. Having learned that Director of the United States Patent and Trademark Office, Jon Dudas, was scheduled to be in San Jose on February 18, 2005 for a town meeting on patent reform, staff sent the Director a letter requesting a visit from him as well as permission to invite other USPTO speakers. Unfortunately, the Director’s travel plans changed so that he was unable to visit San Jose, and staff received a letter in February which indicated that USPTO speakers would not be able to come to Sunnyvale due to ongoing budget restrictions and an inability to accept travel reimbursement from an organization which does not possess 501(c)(3) status. This was a lost fundraising opportunity. In the past, activities related to such visits have yielded up to $25,000.
Staff response to community suggestions
Since the November 9, 2004 decision by Council to continue Sc[i]³’s services, staff has received many suggestions from the intellectual property community on how to maintain Sc[i]³’s services without further subsidy from the City. Working with limited resources, staff carefully evaluated which suggestions were actionable and could receive priority consideration during the brief period of time between the November 9, 2004 and March 29, 2005 City Council meetings. Staff also sought input on a number of the suggestions during a December 2, 2004 Advisory Group meeting. Provided below is a list of the suggestions received and the results of the staff’s efforts to evaluate and act on them:
Seminar fees for USPTO videoconferences were increased as follows: 1 hour seminars from $95 to $125, 2 hour seminars from $125 to $175, and 3 hour seminars from $175 to $225. Additionally, if continuing legal education (CLE) credit is desired, there is now an extra charge of $25.
There was limited time to research and apply for grants, and grants were not suitable as a long term solution.
- Move to cheaper floor space.
In 2002, Sc[i]³ was moved to within the Main Library. This provided a costs savings of approximately $200,000 in lease costs at that time.
- Expand marketing efforts.
After evaluation of several email marketing systems, staff purchased a license for the ExactTarget system for $4,975 per year. This system has already provided a deeper understanding of Sc[i]³ customers, allowing staff to measure the effectiveness of marketing campaigns, capture registration information, and record credit card payment information securely.
- Target corporate inventors.
A new class for corporate inventors will be taught in April and may bring as much as $4,000 in revenue.
- Ask intellectual property community to subsidize the program.
The Sc[i]³ Foundation has appealed to the intellectual property community for subsidy support and has heightened awareness of the program in the community.
- Ask neighboring cities to subsidize the program.
This is not an advisable option given the current fiscal situation in most cities today.
- Conduct a fundraising campaign.
The Sc[i]³ Foundation has conducted a fundraising campaign based on a Sc[i]³ Transition Plan proposal. As of mid-February 2005, the campaign had raised $30,000 in pledges and $6,000 in cash donations.
- Transfer Sc[i]³’s services to another location.
As discussed in RTC 04-378 Consideration of the Elimination of Sc[i]³ (Attachment C), the USPTO has the primary responsibility for determining who may become a patent and trademark depository library or partner library. Still, City staff could assist in the process by contacting institutions and gauging their interest. It would be up to the USPTO and the interested institution to determine if the appropriate criteria and objectives could be met. In December 2004, staff contacted NASA/AMES research center and the next closest patent and trademark depository library located at the San Francisco Public Library. Both institutions could not consider housing Sc[i]³ at that time. The Sc[i]³ Foundation also contacted Stanford University, Santa Clara University, and Cogswell College. During a conference call between City staff and the USPTO in January 2005, the USPTO clarified that they would only consider a transfer of partnership services to an already existing patent and trademark library. Further, startup times to become a patent and trademark depository library may take up to a full year after the USPTO Director approves. If the USPTO were to consider approval of another partnership library, it would require an additional year or more to begin new partnership services.
- Offer multiple levels of memberships with various benefits.
This suggestion was not advisable based on the November 2004 – March 2005 timeframe to raise revenues and the unlikelihood of a successful membership drive given that Sc[i]³ was subject to elimination. Individuals and companies could have received little assurance that they would in fact receive the benefits acquired with membership since the future of Sc[i]³ was unknown. If Sc[i]³ were to continue, multiple types of annual memberships could be established. For example, memberships could be offered for large law firm endowment member, large law firm donor member, small law firm donor member, corporate endowment member, corporate donor member, small business member, individual inventor member, and passport member. Each membership type could have an annual membership fee that could vary from $10,000 to $200 per year, for example. Various benefits could be offered such as a discount on services or a limited number of free services. These memberships could be a recurring way to have a projectable revenue and could be used to create a fund to cover the recurring expenses.
· Develop new seminars.
Seminar offerings have been developed on topics such as patent claims, biotech patents, and patents for corporate inventors.
- Explore Web casting/offering seminars remotely.
Staff produced a DVD of a seminar developed by an in-house instructor so that the content could be sold to interested parties who are unable to attend the course. Live Web casting of seminars was also briefly explored with Sc[i]³ support group members, but could not be fully developed by March 2005. Staff continue to receive requests from geographically distant customers who wish to attend seminars by Web cast.
Who has been involved in the effort to maintain Sc[i]³’s services?
In November 2004, there existed several groups of people who were interested in helping Sc[i]³. This topic has generated enormous amounts of interest and energy in the intellectual property community. People have volunteered their time in developing plans and providing ideas on how to continue Sc[i]³ services. In order to facilitate discussion, minimize confusion, and ensure legal requirements were being met, it proved useful to create a common vocabulary by defining these groupings. The three primary groups of people assisting Sc[i]³ have been the Sc[i]³ Advisory Group, the Friends of Sc[i]³, and the Sc[i]³ Support Groups. (See Attachment E). Library staff has worked with members of these groups collectively and individually to ensure that their requests for information were responded to in a timely fashion.
Sc[i]³ Advisory Group Update
After receiving Council’s direction, staff contacted those on the former Advisory Board as well as emailed an invitation to Sc[i]³ customers to join a new Sc[i]³ Advisory Group. Fifteen individuals representing independent inventors, paralegals, attorneys, and chief patent counsels from major corporations attended an Advisory Group meeting on December 2, 2004. At that meeting, staff provided a tour of Sc[i]³, outlined recent Council actions, defined the various groups, invited participation, and sought recommendations on seven specific community suggestions.
Friends of Sc[i]³ Update
The Friends of Sc[i]³ is a non-profit 501(c)(3) foundation with the following Board members: Howard Lieberman, Dean of External Affairs at Cogswell College as President; Bill Soby, former Board of Library Trustees member as Treasurer; Steve Boyer, employee of IBM Life Sciences Group as Secretary; and Mikio Ishimaru, patent attorney as Chair of the Fundraising Committee. The Friends of Sc[i]³ exist independently from the City. The group is alternatively referred to as the Sc[i]³ Foundation in this document.
In February 2005, the Foundation notified staff of a Sc[i]³ Transition Plan which proposed moving Sc[i]³’s fee-based operations to Cogswell College and provided a draft proposal shown as Attachment F. Anticipating Council’s interest in the plan, staff contacted Sc[i]³’s partner, the USPTO, and the Sunnyvale City Attorney’s office to determine if the partnership services could legally be subcontracted to a third party. Michael Briskin, Staff Attorney in the Office of General Counsel – Dissemination Issues, and Rebecca Moon, Assistant City Attorney in Sunnyvale determined that the agreement made for the partnership which was signed by the City and the USPTO requires that the City of Sunnyvale operate the patent partnership or dissolve it. This information was put in writing and quickly transmitted to the Foundation. (See Attachment G.)
According to Mikio Ishimaru, the Foundation had raised $30,000 in pledges and $6,000 in cash donations by mid-February 2005 based on the Sc[i]³ Transition Plan which is based on moving Sc[i]³ to Cogswell College. The fundraising effort is ongoing, however, and it is anticipated that the Foundation will provide a financial update at the Council meeting on March 29, 2005. The Foundation’s proposal is evaluated below as an available alternative.
Sc[i]³ Support Groups Update
More than 50 emails in support of Sc[i]³ were received at the City’s email answerpoint during the Council consideration of the elimination of the program. Many of these individuals volunteered their time and expertise in helping Sc[i]³. Local patent attorney Mikio Ishimaru agreed to coordinate the Sc[i]³ support groups. The focus of the work performed by the support group members would be to explore issues relating to keeping Sc[i]³ open for business. These issues included funding, program development, marketing, grants, and relocation sites.
ALTERNATIVES AND THEIR RAMIFICATIONS
There are a number of alternatives that Council may want to consider to determine the future of Sc[i]3.
Alternative #1 – Continue Sc[i]³ as Currently Operated Acknowledging the Likelihood of an Annual Subsidy Requirement
Under this scenario, Sc[i]³ services would remain unchanged. Specifically, this includes the following:
Partnership Services:
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a) |
Access to WEST (Web-based examiner’s tool) and EAST (Examiner Automated Search Tool), databases designed for patent examiners to conduct text searches on complete U.S. patents and English language abstracts of European Patent Office and Japanese Patent Office patents. |
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b) |
Access to X-search, the search database used by the USPTO’s trademark examiners. |
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c) |
Document delivery of certified copies of patent applications from the USPTO Office of Public Records with custom handling. |
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d) |
Videoconference lecture series and classes taught by USPTO experts who train USPTO patent examiners and trademark examining attorneys. |
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e) |
Facilitate examiner interviews with patent applicants via videoconference. |
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f) |
Provide second-level expert reference assistance. |
Patent and Trademark Depository Library Services:
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a) |
Maintain a back file of Official Gazettes and other USPTO documents, directories, publications, and newsletters. |
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b) |
Provide basic reference assistance in the use of patent and trademark resources. |
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c) |
Provide institutional support for a representative to attend a week-long annual PTDL seminar at the USPTO. |
Standard Library Services:
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a) |
Provide free basic reference service through existing Adult Services resources. |
Location of Services:
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a) |
In February 2005, staff learned that NOVA had not renewed their lease on the space used for Sc[i]³. For two years, NOVA leased the space and used it themselves for meetings. They allowed Sc[i]³ to use it for videoconferencing, thereby subsidizing the Sc[i]³ operation. Sc[i]³ needs to lease space for videoconferencing if this service continues at the City. The financial impact is expected to be an additional $5,000 per year. |
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PROS |
CONS |
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City continues to provide a resource important for supporting innovation and economic growth in Silicon Valley. |
The budget goals of recovering costs for services as configured have never been met. A subsidy would continue. |
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COST: $77,000 or more per year subsidy |
Alternative #2 – Discontinue Sc[i]³’s Fee-Based Services, but Remain a Patent and Trademark Depository Library (PTDL)
· Maintain a back file of Official Gazettes and other USPTO documents, directories, publications, and newsletters.
· Provide basic reference assistance in the use of patent and trademark resources.
· Provide institutional support for a representative to attend a week-long annual PTDL seminar at the USPTO.
· Continue to provide free basic reference service through existing Adult Services resources.
· Annual cost to the City would be $52,000, including 1175 part-time librarian hours and $3,000 to pay for attendance at an annual patent and trademark depository library conference at USPTO headquarters.
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PROS |
CONS |
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City would maintain PTDL status as established since 1963, and some level of service would continue. |
Services to intellectual property community would be reduced. Enhanced services such as seminars, videoconferencing, expert patent and trademark searching, document delivery, and access to special databases at the USPTO would no longer be available through the City. |
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City would continue its historical legacy as being an access point for USPTO and intellectual property information on the West Coast. |
Ongoing costs associated with remaining as a PTDL would continue for limited services. |
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Annual subscription fee of $30,000 would no longer be required.
Uncertain and fluctuating nature of operations would be stabilized.
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COST: $55,000 for .5 fulltime equivalent librarian and cost of attendance at annual patent and trademark depository library conference at USPTO headquarters. |
Alternative #3 – Discontinue Sc[i]³, Eliminating all Specialized Patent and Trademark Services, but Continue to Provide Free Basic Reference Service Through Existing Adult Services Resources.
· Twelve weeks would be needed to implement the closure of Sc[i]³, if Council elects to do so. What follows is a timeline of the significant actions which will need to be taken during the closure process. Each category below contains a number of steps not included here.
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Week 1 |
USPTO notification |
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Week 1 |
Set end dates for each service |
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Weeks 1-12 |
Staff release or reassignment |
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Week 2 |
Customer Notification |
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Weeks 2-8 |
Close deposit accounts |
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Weeks 2-12 |
Customer referrals and problem solving |
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Week 3 |
News Release |
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Weeks 3-12 |
Return USPTO materials/equipment |
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Weeks 10-12 |
Archive files |
· Continue to provide free basic reference service through existing Adult Services resources.
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PROS |
CONS |
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City still would provide standard reference services related to information on patents and trademarks. |
City would cease to provide specialized support to intellectual property development and economic growth related to its pursuit. |
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City would eliminate the annual subsidy and the ongoing financial risk. |
Closest access point to patent and trademark depository library services would be at the San Francisco Public Library or online. |
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Space occupied by Sc[i]³ would be reallocated to other library purposes.
Depending on the timeline, staff associated with Sc[i]³ could be reassigned to existing vacancies that need to be filled within the library.
Uncertain and fluctuating nature of operations would be stabilized. |
The potential exists for staff layoffs depending on the timing of the shutdown and the existence of vacancies for like positions in the library. |
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COST: No additional cost outside of the regular operating budget for the library after shutdown of Sc[i]³. |
Alternative #4 – Restructure