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Item C10 C.10 t, BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys � � �l'U � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting September 18, 2019 Agenda Item Number: C.10 Agenda Item Summary #6026 BULK ITEM: Yes DEPARTMENT: Public Libraries TIME APPROXIMATE: STAFF CONTACT: Norma Kula(305) 853-7349 N/A AGENDA ITEM WORDING: Approval of an amendment(see attached) to a contract (original date January 21, 2010, see attached) with Innovative Interfaces (originally Polaris) to purchase two additional licenses to access the Polaris Staff Client Software, at a total cost of$2,832.00. ITEM BACKGROUND: The original contract for hosted service with Polaris was implemented on January 21, 2010, to provide an integrated library system for the Monroe County Public Library, hardware and software, and maintenance, along with licenses for access to the software for Library staff. This requested amendment provides purchase of two additional licenses for software access for additional staff, at a total cost for licenses and maintenance of$2,832.00, to be paid for from our State Aid Grant fund. PREVIOUS RELEVANT BOCC ACTION: The original contract was approved by the BOCC in January, 2010. CONTRACT/AGREEMENT CHANGES: Amendment to agreement to purchase two additional licenses to access the Staff Client Softwarre STAFF RECOMMENDATION: Approval DOCUMENTATION: Polaris Contract Hosted Services January 2010 signed (3) Polaris Add-on (.pdf) FINANCIAL IMPACT: Effective Date: 9/18/2019 Expiration Date: N/A Total Dollar Value of Contract: $2,832.00 Packet Pg. 206 C.10 Total Cost to County: $2,832.00 Current Year Portion: $2,832.00 Budgeted: Yes Source of Funds: State Aid Grant to Libraries, cost Center 62019 CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: Grant: State Aid to Libraries Grant County Match: N/A Insurance Required: N/A Additional Details: 08/02/18 NEW COST CENTER ADDED $2.83 62019 GP1900 State Aid to Libraries Grant REVIEWED BY: Norma Kula Completed 08/29/2019 5:17 PM Pedro Mercado Completed 09/04/2019 8:39 AM Budget and Finance Completed 09/04/2019 10:11 AM Maria Slavik Completed 09/04/2019 10:14 AM Kathy Peters Completed 09/04/2019 10:16 AM Board of County Commissioners Pending 09/18/2019 9:00 AM Packet Pg. 207 C.10.a 0 3 U) P01 .,. A,R1S is-ftegra "Led Libraw System CL 0 ac CONTRACT 0 FOR HOSTED SERVICES JAN UARY 21 st, 2010 a� Monroe CountyPublic Library, Key West., Florida a U) 0 0 a 0 Polaris Library Systems PO BOX 4903 • SYRACUSE, NY 13221-4903 1-800-272-3414 9 FAX 1-315-457-5883 • http://www.polaristibrary.com 1/21/10 Monroe County Public Library Hosted Services Contract Page 1 of 19 Packet Pg. 208 C.10.a POMRIS THIS AGREEMENT, is made between GIS Information Systems., Inc. doing business as Polaris Library Systems a corporation organized under the laws of the State of New York, with its principal place of business at 103 Commerce Boulevard, Liverpool, New York(herein after referred to as"Polaris"), and the Monroe County Public Library, 700 Fleming Street, Key West, FL 33040 (hereinafter referred to as "LIBRARY"). WITNESSETH: 0 WHEREAS, Polaris has developed a computerized system (hereinafter referred to as"Polaris ILS"(V)consisting of U) hardware and software and related services, and the LIBRARY intends to purchase and/or license such hardware, software and related services at its location(s); NOW, THEREFORE the parties mutually agree as follows: Z 1. Definitions > 0 1.1. "Hosted Services"shall refer to the services listed and set forth under Schedule B herein and which may be modified, added to, or replaced during the term of this Agreement. 1.2. "Polaris ILS Software"shall refer to all hosted and client applications proprietary to Polaris and provided by Polaris to the LIBRARY under this Agreement. °c 1.3. "Polaris ILS Hardware" shall refer to the hardware under the control and ownership of Polaris which is o used to provide the Polaris ILS Software and Hosted Services; and which hardware may be modified, o added to, or replaced during the term of this Agreement provided that the performance thereof is not thereby caused to degrade. 1.4. "Polaris ILS Software Materials'shall refer to any machine readable or printed material, including but not limited to documentation stored on CD, On-Line Help files and hard-copy guides, which are designated by .� Polaris as available under license to libraries who have licensed the Polaris ILS Software to which those materials relate. 1.5. "LIBRARY Equipment" shall refer to the hardware and software, including, but not limited to, those components that enable access to the Internet, which the LIBRARY is required to have in use in order to use and enable the Polaris ILS Software and Hosted Services to be provided in accordance with this Agreement, and which may be provided independently by the LIBRARY or which may be purchased by the LIBRARY as part of this Agreement. 1.6. "Network"shall refer to all communications hardware and software under the control and ownership of U) Polaris, and which may be modified, added to, or replaced during the term of this Agreement provided 0 that the performance thereof is not thereby caused to degrade. 1.7. "System" shall refer to the Polaris ILS Hardware, Polaris ILS Software and Network as the same operate together in the provision of the Hosted Services U) 0 1.8. "Live Date" is defined as the day on which the LIBRARY uses the System in a live, production mode for normal daily business, including searching the public access catalog and circulating materials. Warranty on software, and subscription service costs, are measured from this date. o U 2. Furnishing of Deliverables Based on the statistics in Schedule A, which the LIBRARY agrees are reasonably correct as of the date of o IL this Agreement, Polaris will provide Services as detailed in the following Schedules at the fees indicated in Schedule D: Schedule B: Hosted Services Schedule C: Polaris ILS Software Schedule D: Cost Summary 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 209 C.10.a POMRIS Schedule E: Enhanced Data Content for PAC Schedule F: PC Workstation Requirements Schedule G: Overview of Polaris Hosted Environment Schedule H: Data Extraction 3. Installation Schedule 3.1.Following the signing of this Agreement, the LIBRARY and Polaris will mutually agree on an Implementation Plan which shall include, but not be limited to, identification of all required tasks, a U) timeline of all required tasks, an indication of which party is responsible for completion of each task, and expected duration of each task. Upon completion of implementation, both parties shall mutually agree to a Live Date pursuant to Article 1.8. herein. 4. Term and Termination 4.1. This Agreement is effective upon final signature and for an initial term ending one(1)year from the Live Date. It shall then be renewed automatically for one-year periods unless the LIBRARY notifies Polaris of its intention not to renew at least ninety(90)days prior to the expiration of the original or any extended term. a 4.2. If either party is considered to be in material breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed ac statement of the nature of such alleged breach, to the other party. The party considered to be in breach o of this Agreement will have thirty(30)days after notice is received to cure such breach, or, if the breach o cannot reasonably be cured within thirty(30) days, the party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10)days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the party considered to be in breach fails to cure, commence to cure in timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or .� suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement, at law or in equity. 4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver, °M assignee or other liquidating officer is appointed for all or substantially all of the business of either party, or if either party makes an assignment for the benefit of creditors, then the other party, at its option may immediately terminate this Agreement by notice to the offending party to that effect. In no event shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party U) under any bankruptcy, insolvency or reorganization proceedings. 0 a 4.4. Subject to the conditions of Article 4.2, if this Agreement is suspended or terminated by the LIBRARY, whether for cause or convenience, then, effective upon the date of suspension or termination, the LIBRARY shall be relieved of further payment obligations, and shall be liable for payment only for those Hosted Services satisfactorily received prior to the date of suspension or termination. If this Agreement is terminated, any pre-paid Software Maintenance and Hosted Services fees shall be refunded to the LIBRARY to the date of termination on a pro-rated basis. If this Agreement is mutually reinstated, then the LIBRARY shall reassume its payment obligations. o U 5. Return or Destruction of Licensed Software If this Agreement is terminated, whether for cause or convenience, and the right to continued use of the o Polaris ILS Software and Software Materials under the conditions set forth herein is withdrawn, then all Polaris ILS Software and Software Materials must be returned to Polaris, or if so requested in writing by Polaris, destroyed. Within one (1) month after the date of cessation or termination of any license granted hereunder, the LIBRARY will furnish to Polaris if requested, a certification that through the LIBRARY's best efforts and to the best of the LIBRARY's knowledge, the original and all copies of the Polaris ILS Software Materials received from Polaris or made in connection with such license have been 1/21/10 Monroe County Public Library Hosted Services Contract Packet Pg. 210 C.10.a POMRIS returned or destroyed. This requirement will apply to all copies in any form, including translations, whether partial or complete, and whether or not modified or merged into other software materials as authorized herein. U) 6. Payment 6.1. Costs for the initial term of this Agreement are enumerated in Schedule D herein. Unless specified elsewhere in this Agreement, unit costs for Polaris Software and Services will be held at the quoted rate(s) for 1 year from the execution of this Agreement. Costs for additional Third Party software, U) hardware and services are subject to change and will be quoted at the then current rate. 6.2. Payment for deliverables shall be made on the Live Date. Subsequent payments will be made on the annual anniversary of the Live Date. 6.3.Payment in full on all invoices is due according to the terms of this contract or within 30 days of the invoice date, whichever date is later. Within twenty(20)days of receipt of the invoice, the LIBRARY may serve Polaris with written notice disputing any charge. If the dispute is not resolved within twenty-five (25) days of receipt of said written notice, then either party may file for arbitration. ° 6.4. In the event that payment is not made in full according to the specified terms, a service charge will be added to the undisputed balance after deducting all payments and credits. For any payment considered °c past due and undisputed by the LIBRARY, the LIBRARY agrees to pay interest at 1%per month (effective annual rate of 12%) on the unpaid balance or the highest rate permitted by law, whichever is less. 6.5. If failure to pay according to the terms of this Agreement causes this account to be assigned for collection, or causes legal action to be taken, the LIBRARY agrees to pay all costs of collection incurred by Polaris, including court costs and reasonable attorney fees, if the LIBRARY is found to be at fault. 6.6. In the event the Live Date is other than the first day of the month, the Hosted Services fee will be pro- rated accordingly. Any third party subscription service fee will be subject to review, and possible change, on an annual basis commencing one (1) year from the Live Date. U) The Software Maintenance and Hosted Services fee is subject to change annually, such change commencing one(1)year from the Live Date and effective upon one hundred and twenty(120)days written notice to the LIBRARY. Following the initial term of this Agreement, and upon receipt of notification of any such change in the Software Maintenance and Hosted Services fee, the LIBRARY may, with ninety (90) days prior written notice, terminate this Agreement upon the effective date of such increase. Otherwise the new fee will U) become effective upon the date specified in the notice. 0 ° 6.7. Polaris reserves the right to offer new goods and/or services at any time during the initial or extended term of this Agreement. Where such goods and/or services involve a one-time and/or an ongoing fee, Polaris shall provide the LIBRARY with ninety (90) days written notice of any such offer. U) 0 6.8. For Polaris Software purchased after the execution date of this Agreement but prior to the Live Date, a one year warranty will be provided. For Polaris Software purchased after the execution date of this Agreement, maintenance charges will commence upon the installation date of the Software. U 7. Licenses 7.1 Polaris hereby grants to the LIBRARY a non-transferable, non-exclusive, and non-sublicenseable license IL during the term of this Agreement to use the Polaris ILS Software, the Polaris ILS Software Materials, and any ancillary software, solely in conjunction with the Hosted Services as defined in this Agreement. It is declared that the LIBRARY shall have no right to use the same for any other purpose or at any other time. 7.2. No title to or ownership of the Polaris ILS Software or Polaris ILS Software Materials is transferred to the LIBRARY, and they remain the proprietary property of the owning entity. 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 211 C.10.a POMRIS 7.3. All licensed Polaris ILS Software and Polaris ILS Software Materials contain Polaris proprietary information, use of which is limited by the licenses granted in this Agreement. The LIBRARY shall not allow the Polaris ILS Software or any portion thereof, to be reverse compiled, disassembled, or in any M way altered. The LIBRARY shall not modify any licensed Polaris ILS Software in machine-readable form nor merge such Polaris ILS Software with other software programs. The LIBRARY will not disclose or otherwise make available, except as required by law, any licensed Polaris ILS Software Materials in any form to any third party except to the LIBRARY's employees, or to agents directly concerned with licensed U) use of said materials. The LIBRARY may customize Software Materials and on-line help files, but Polaris disclaims any responsibility for their maintenance. 7.4 Polaris may terminate all proprietary licenses granted hereunder and require return of the Polaris ILS Software Materials upon written notice to the LIBRARY if the LIBRARY fails to comply with these terms and conditions. > 0 8. The LIBRARY's Responsibilities 8.1. The LIBRARY acknowledges the PC Workstation requirements set forth under Schedule F herein, and will assume responsibility for purchasing, installing, configuring and maintaining all other hardware components necessary, including but not limited to: hardware Firewall, ac anti-virus software, o LIBRARY-specific network components and connectivity, o PC Workstations and maintenance, Scanners and maintenance, Printers and maintenance, Uninterruptible Power Supplies, cables, < The LIBRARY will also assume responsibility for determining, in consultation with Polaris, the viability of existing LIBRARY Equipment in conjunction with the System. 8.2. The LIBRARY shall designate no more than two(2) key personnel to act as Polaris' sole point(s)of contact °M with the LIBRARY following execution of this Agreement. cv 8.3. The LIBRARY is responsible for providing and maintaining an Internet connection with sufficient bandwidth for reliable operation and support. If required, the LIBRARY will provide Polaris with reliable and immediate remote access via the Internet to any LIBRARY Equipment that directly or indirectly affects the ability of the LIBRARY to access and use the Polaris ILS Software. This access must be U) sufficient, in Polaris' sole opinion, to satisfy any on-going warranties set forth under this Agreement. 0 Failure by the LIBRARY to provide minimal access via the Internet may result in unresolved performance issues and may void Polaris' obligations with respect to on-going warranties. cis 8.4. During the implementation process, the LIBRARY will provide Polaris with reliable remote access to their current system to facilitate the extraction of the LIBRARY's data, pursuant to the services provided under Schedule B and the extraction requirements listed under Schedule H herein. 8.5. The LIBRARY will accept responsibility for the data concerning the LIBRARY's system profile and system U parameters that it has provided to Polaris based on guidelines for the profile and parameters set by . Polaris. Polaris agrees to provide prompt written notice of any material discrepancy of which it becomes aware between data provided by the LIBRARY and data required for effective functioning of the Polaris o Software. Polaris disclaims all responsibility for the use or function of the Polaris Software, or for the results obtained therefrom. 8.6. Pursuant to Article 8.1, the LIBRARY will accept responsibility for the installation, performance and maintenance of all third party hardware/software components on the Polaris ILS that are not supplied by Polaris under this Agreement. Polaris may provide consultation Services or diagnostic support relating to 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 212 C.10.a POMRIS the LIBRARY's use of such third party hardware and software, and shall reserve the right to charge, at the rate of $200 per hour with a minimum $400 charge. 9. Site Preparation It is understood and agreed that the Hosted Service fee does not include any costs with regard to the preparation of the LIBRARY site or the installation of LIBRARY Equipment. The LIBRARY shall, at its own expense, prepare the site to house the LIBRARY Equipment, shall provide suitable electric service for operation of said LIBRARY Equipment. U) 10. Privacy of Data Polaris agrees not to use patron details such as names, addresses, etc., for any purpose other than providing requested service to the LIBRARY and agrees not to transmit LIBRARY data to any third party, except as requested by the LIBRARY. 0 11. Protection and Security 11.1.The LIBRARY will take appropriate action, by instruction, Agreement or otherwise, with any persons permitted access to licensed Polaris ILS Software and Polaris ILS Software Materials so as to enable the LIBRARY to satisfy its obligations under Article 7 herein. 11.2.All licensed Polaris ILS Software Materials contain Polaris proprietary information, use of which is limited °c by the licenses granted in this Agreement. The LIBRARY will not disclose or otherwise make available, o except as required by law, any licensed Polaris ILS Software Materials in any form to any third party o except to the LIBRARY's employees, or to agents directly concerned with licensed use of the program. Subject to the limitations of this article, the LIBRARY may make additional copies of the Polaris ILS Software Materials. 12. Warranty < 12.1.Polaris warrants that the Polaris ILS Software will perform substantially in accordance with the Polaris ILS Software Materials in effect on the Live Date. Polaris agrees to make reasonable efforts to correct all reproducible material errors in the Polaris ILS Software and discrepancies between the Polaris ILS Software Materials and the actual Polaris ILS Software performance. Polaris does not warrant that the operation of the Polaris ILS Software and its availability to the LIBRARY via the Internet, will be uninterrupted or error-free or that all program defects will be corrected. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Polaris does not warrant that the Polaris ILS Software or any equipment, system or network on which the Polaris ILS Software is used will be free of vulnerability to intrusion or attack. U) THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF 0 MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER TYPE WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL. cas 12.2.Polaris disclaims any responsibility for correcting any inability by the LIBRARY to connect to the Polaris ILS Software as a result of the failure or mis-configuration of the LIBRARY Equipment. Polaris may provide consultation services or assistance relating to the failure or mis-configu ration of LIBRARY Equipment, and reserves the right to charge for said services or assistance at the rate of$200 per hour with a minimum $400 charge. o U 13. Support Services 13.1.Support Services constitute Software Maintenance and Hosted Services - as defined under Schedule B o herein. 13.2.Polaris ILS Software updates will be made available periodically. Polaris shall have full discretion as to the timing and content of Polaris ILS Software updates during the term of this Agreement. Failure to release Polaris ILS Software updates during any specific term does not constitute default on the part of Polaris because of the continuation of the provision of Software Maintenance and Hosted Services. Given 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 213 C.10.a POMRIS the complexity of the library automation environment, including such factors as evolving standards, developmental tools, and market demands, Polaris reserves the right to modify its development plan for future releases for the best interests of its current customers, its organization (from a support perspective) and future marketability. 13.3.Each type of program service and maintenance specified will be available unless discontinued by Polaris0. upon one hundred and eighty (180) days written notice. U) 13.4.Polaris reserves the right to charge at $200 per hour with a minimum $400 charge for any additional effort that results from providing services for a licensed program altered by the LIBRARY, or for support made necessary by the failure of the LIBRARY to maintain system and network security in accordance with industry best practices. Z 13.5.Telephone diagnostic service is available during the following hours: 8:30am-8:OOpm, Eastern Standard Time, Monday through Friday, excluding standard Polaris holidays. From 8:30-5:OOpm Eastern Standard Time customers will be able to call Customer Support and reach their Site Manager or Technical Support Specialist. From 5:OOpm-8:OOpm Eastern Standard Time customers will reach the Site Manager or Technical Support Specialist working at Polaris headquarters that night. At 8:OOpm the phones will be transferred to the answering service. Emergency referrals from Polaris' Operations Center to on-call personnel will be available 24 hours per day, 7 days per week. Emergency assistance is limited to work in ac correcting problems which impact critical functionality of the System. Software service calls that cannot o be solved immediately will be referred to specialists within the Operations Center. o 14. Patent and Copyright 14.1.Polaris will defend the LIBRARY against any claim that licensed Polaris ILS Software and/or Polaris ILS Software Materials furnished and used within the scope of the license granted herein infringe a U.S. patent or copyright and Polaris will pay resulting costs, damages and attorney fees finally awarded, .� provided that: (a) the LIBRARY promptly notifies Polaris in writing of the claim, and (b) Polaris has sole control of the defense and all related settlement negotiations. 14.2.If such claim has occurred, or in Polaris'opinion is likely to occur, the LIBRARY agrees to permit Polaris at °M its option at no additional expense to the LIBRARY either to procure for the LIBRARY the right to continue CD using the licensed Polaris ILS Software and/or Polaris ILS Software Materials, or to replace or modify the same so that they become non-infringing. If neither of the foregoing alternatives is reasonably available, the LIBRARY agrees on one (1) month's written notice from Polaris to return or destroy all copies of the licensed Polaris ILS Software Materials received from Polaris and all copies thereof, and to receive a refund for any monies paid for the lease of said Polaris ILS Software licenses. U) 0 14.3.Polaris shall have no obligation to defend the LIBRARY or to pay costs, damages, or attorney's fees for any claim based upon the LIBRARY's use of licensed Polaris ILS Software that has been altered by the LIBRARY cis without Polaris' express permission and in direct breach of Article 7.3. herein. U) 0 14.4.The foregoing states the entire obligation of Polaris with respect to infringement of patents or copyrights. 15. Limitation of Remedies o U 15.1.For any claim concerning performance or non-performance by Polaris pursuant to or in anyway related to U) the subject matter of this Agreement and any supplement hereto, the LIBRARY shall be entitled to recover actual damages to the limits set forth in this section. No action, regardless of form, arising out of o IL this Agreement, may be brought by either party more than two (2) years after the cause of action has arisen. 15.2.Polaris' maximum aggregate liability, whether for breach of contract, breach of warranty or in tort, including negligence, will be limited to a maximum of all monies paid in the year in which the action was brought. 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 214 C.10.a POMRIS 15.3.This limitation of liability will not apply to Articles 14 and 25 herein, or to claims for personal injury to the extent caused in whole or in part by Polaris' negligence. U) 15.4.IN NO EVENT WILL Polaris BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE, OPERATION, OR MODIFICATION OF THE SYSTEM BY THE LIBRARY, OR FOR ANY LOST PROFITS OR OTHER0. CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF Polaris HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. U) 16. Waiver of rights The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. Z 17. Severability o If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statue or rule of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way. ° 18. Headings The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not °c control or affect the meaning or construction of any provisions of this Agreement. o 0 19. Governing Law This Agreement shall be subject to all applicable laws of the Federal Government of the United States of America and to the laws of the State of Florida. The applicable law for any legal disputes arising out of this Agreement shall be the law of the State of Florida. The prevailing party in any action brought under this Agreement shall be entitled to reasonable attorney fees and costs as awarded by the court including .� any action at the appellate level. 20. Saving Clause Typographical errors are subject to correction. U) CD Ir- 21. Assignments CD Both parties agree that no sublicensing, or assignment of their rights or interest, nor delegation of their duties under this Agreement shall be made or become effective without the prior written consent of the other party. Any attempted sublicensing, assignment or delegation without prior written consent shall be wholly void and ineffective for all purposes. U) 0 22. Taxes not included The charges shown on this Agreement do not reflect applicable state and local taxes that may be added to the amounts shown at the time of invoicing. U) 0 23. Whole Agreement This Agreement constitutes the entire Agreement between the parties and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject. Neither party shall be bound by any warranty, statement, or representation not contained 0 herein. The signatories acknowledge reading, and agree to comply with, all terms and conditions. U) °c 24. Force Maieure o Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, provided that the delayed party has taken reasonable measures to notify the other of the delay in writing.The delayed party's time for performance shall be deemed to be extended for a period mutually agreeable to both parties. Conditions beyond a party's reasonable control include, but are not limited to, natural disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor 1/21/10 Monroe County Public Library Hosted Services Contract Packet Pg. 215 C.10.a POMRIS disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials shall not be considered a condition beyond a party's reasonable control. This provision does not relieve the LIBRARY of its obligation to make payments then owing. U) 25. Indemnification Polaris agrees to indemnify, hold harmless and defend the LIBRARY and its agents, officials and0. employees from any liability, claim or injury, related to or caused by fault or negligence of Polaris employees or subcontractors. U) 26. Amendments Amendments and modifications to all, or any part, of this Agreement and to the appendices and referenced attachments, may be made, and shall be binding, only if in writing and signed by duly 0 authorized representatives of both parties. 27. Proprietary Information The parties to this Agreement understand and agree that in the performance of work or services under this Agreement, or in contemplation thereof, either party may have access to private or confidential information which may be owned or controlled by the other party, and that such information may contain proprietary details, disclosures, or sensitive information which disclosure to, or use by, a third party will be damaging or illegal. Both parties agree that all information, disclosed by one party to the other,which °c is in written form and which is marked confidential, shall be held in confidence and used only in 0 performance of services under this Agreement. Both parties shall exercise the same standard of care to 0 protect such information as is used to protect their own proprietary data. 28. Ownership of Data Polaris acknowledges the LIBRARY's ownership of the various databases installed upon the System. Upon termination of this Agreement by either party, or upon conclusion of the Agreement term, Polaris agrees .� to assist the LIBRARY in extracting all LIBRARY-owned data from the System. Such assistance shall include personnel time and Polaris' 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 LIBRARY, and other assistance necessary for the extraction of data. Such assistance shall be provided by Polaris at no charge to the LIBRARY if termination of this Agreement by the LIBRARY comes as a direct result of a breach, by Polaris, of any of the terms and conditions set forth herein; in all other circumstances concerning termination, Polaris shall be entitled to charge the LIBRARY at its then current rates for data extraction services, including any actual expenses for travel to LIBRARY. The data shall include all contents of all files created, maintained, and owned by the LIBRARY, including all bibliographic data, holdings data, patron data, in-process transaction data associated with circulation U) control, cataloging, acquisitions, serials control, and any other activity or subsystem in use by the 0 LIBRARY. Wherever standards such as MARC exist for the format of that data, Polaris will furnish such data in the standard format. Appropriate documentation shall be provided. These Services will not be cis delayed or withheld by Polaris in the event of any legal proceeding initiated by either party. U) 0 0 U °c 0 0 0 0 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 216 C.10.a TPOLAMS 3 U) 0 U) 0 IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement, which shall inure to a the benefit of and be binding upon the successors of the respective parties, as of the last date indicated below. a ACCEPTED OR THE Y ACCEPTED FOR POLARIS LIBRA SYSTEMS Y' , o Title:, e, Title: President, Polaris Library Systems 0 Date: 1 7 2010 Date: APPROVED AS.'T0'FORM FOR POLARIS LIBRARY SYSTEMS 23 B °tea:� k 10 ' Title: Manager, ; (Ont cts and Proposals cv t e Date: a 0 O 2 f 0 5 � a 1/21/10 Monroe County Pubtic Library Hosted Services Contract Page 10 of 1L) Packet Pg. 217 C.10.a POMRIS 0 Schedule A Library Statistics 0 1. Estimated Number of Patron Records 22,122 2. Estimated Number of Item Records 205,000 3. Estimated Number of Bibliographic (MARC) Records 130,000 4. Estimated Number of Authority Records 264,148 5. Items Issued Annually 412,000 6 Staff Client Licenses 35 7.Dedicated PAC Workstations 12 7. Name and address of main LIBRARY location: Monroe County Public library 700 Fleming Street Key West, FL 33040 0 8. Other locations: Big Pine Library Marathon Library Islamorada Library Key Largo Library U) N U) 0 ° U) 0 0 U °c 0 IL 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 218 C.10.a POMRIS 0 Schedule B Hosted Services One-Time Services Description ■ 4 days webinar training: Patron Services, Cataloging, PAC Training 2 days on-site training on Acquisitions ■ 2 days on-site training on Cataloging ■ 2 days on-site for "go-live" assistance ■ '/2 day web based system administration overview training ■ '/2 day follow-up web training ■ project management Implementation Services profiling assistance, and scheduling ■ 2 day on-site implementation/consultation a Data Migration Extraction Et migration of bibliographic, authority, item, patron and transaction records from Horizon. a 0 PAC Customization Using SA and language editor Software Polaris server software and staff licenses Polaris ILS Software Materials One (1) complete set of Polaris ILS documentation + 1 CD On-Going Services Description .� Use of Hardware Et 3rd Party Ongoing use of requisite hardware and 3rd party software licenses Software Network Usage On-going use of proportional bandwidth to access Hosted Services U) ■ monitor Polaris ILS server jobs and batch procedures Hosted Technical Support 0 maintain the system server software configuration `d ■ load server operating system patches ■ upgrade Polaris ILS servers to all new releases ■ load operating system patches on servers U) ■ update and monitor server virus protection 0 ■ maintain host-site Internet connectivity and capacity ■ ensure successful backups of the system ■ maintain server hardware and capacity ■ monitor system activity ■ manage Polaris ILS configuration changes Hosted System Administration • perform Polaris ILS system administration tasks as required ■ update system policy tables on an as-needed basis (such as dates closed, loan periods, patron and fine codes) U a Periodic Maintenance Polaris reserves the right to perform periodic maintenance on the 0 hosted server(s). Such maintenance would occur between the hours of o 5:00am - 7:00am on Thursdays, and may necessitate a service outage during part or all of this timeframe. Notification of any such outage will be provided to the LIBRARY in advance. LIBRARY will be responsible for the following: reports Et notices; cost associated with optional Polaris upgrade training; cost of custom reports Et SQL queries, 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 219 C.10.a POMRIS 0 Schedule C Polaris ILS Software U) • Polaris ILS Database (full and documented schema available via Extranet) • Z39.50 Server • SMTP For email notification (Library may also use other email server) U) • Remote Patron Authentication via SIP2 service • Find Tool (Over 600 search points available) • 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 (one offline client per location at no additional cost) • Group holds • OCLC Inter Library Loan Interface • Record set (bulk change operations for patron, item, authority and bibliographic records) • Z39.50 client c 0 • System Administration (familiar Directory / Tree structure with point-and-click options) • Integrated desktop Reports and Notices (with export to Excel, Word, PDF, HTML, XML and other formats) • Extensive online help • Polaris ILS PowerPAC supports Internet Explorer 6.0 +, Netscape Navigator 7.0+, Mozilla Firefox, Opera 8.02+, Safari 1.2+ • Multiple database searching • Patron Authentication .� • My Account Options: Self-registration, search agent alerts, pre-notification of overdues, reading history, formatted title lists (MLA, Chicago Manual of Style, etc.) • Customizable Dashboards (automated links to bestsellers, subject areas, etc.) _ • SimplyReports U) • Children's PAC • Spanish PAC • Acquisitions U) 0 Optional Software/Services: Product Price U) Additional Staff Client License $750 + maintenance Serials Control with MARC Format for Holdings Charge only for training (would require additional training at $2,000/day) Multilingual Interface to PAC - Vietnamese, Korean or French $3,500 each + maintenance Course Reserves $1,500 + maintenance U U) Outreach Services $2,000 + maintenance I- Debt Collection Interface $1,200 + maintenance IL Additional Manuals (one-time cost per set) $250 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 220 C.10.a POMRIS 0 Schedule D Cost Summary Service Description Year One Costs U) Training (11 days) $15,800 Implementation Services $5,600 Hosted Services $4,500 Data Extraction &t Migration from Horizon $17,000 Children's interface to PAC N/C Spanish language interface to PAC $5,000 PAC Customization N/C Enhanced Data Content for PAC Subscription $2,895 Polaris Software $70,250 Includes: • Polaris Server Software • 35 Staff Licenses • Unlimited PAC access • 6 SimplyReports Licenses Total Year One - Due on Live Date $121,045 Service Description Year Two Costs Software Maintenance &t Hosted Services $18,680 Enhanced Data Content for PAC Subscription $3,010 Total Year Two $21,690 U) Due one (1) year from Live Date Service Description Year Three Costs Software Maintenance &t Hosted Services $19,614 Enhanced Data Content for PAC Subscription $3,130 4) Total Year Three $22J44 Due two (2) years from Live Date 0 0 U T ac 0 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 221 C.10.a POMRIS 0 Schedule E Enhanced Data Content for PAC Subscription Service to Syndetic Solutions Polaris is a reseller for Syndetic Solutions, which offers enriched content for display in the PAC, including tables of contents, first chapters, full color cover images, reviews, etc. Pricing for Syndetic Solutions is an annual subscription, based on annual circulation statistics. Price increases may occur on an annual basis, at the time of subscription renewal. The LIBRARY's reported annual circulation is 412,000. Based on this figure, the first-year annual subscription will be as follows Z (the LIBRARY may de-select elements as required to the minimum annual fee of $550): Component Annual Cost Table of Contents $198 Fiction Profile $157 Find Similar Titles (must also buy Fiction Profile) $157 0 Series Information $198 Awards $198 Summaries $198 Cover Images $239 First Chapters/Excerpts $132 Author Notes Not Selected PW Review (includes Criticas Review) $198 LJ Review $198 `d SLJ Review $198 Choice Review Not Selected 0 Booklist Review $198 Horn Book Review Not Selected Kirkus Review Not Selected Spanish $148 German Not Selected 0 Video &t Music 1 $239 U T °c Video &t Music Profiles $239 a. Total Annual Subscription Fee $2,895 Note: Annual Subscription Fee will become due on the Live Date of the system. 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 222 C.10.a POMRIS 0 Schedule F PC Workstation Requirements Technical Service/Staff Access Workstations and Patron Access Workstations- a U) Operating Systems Windows XP Professional (32-bit only) with Service Pack 3 Windows Vista Business (32-bit or 64-bit) with Service Pack 1 Windows Vista Ultimate (32-bit or 64-bit) with Service Pack 1 Windows Vista Enterprise (32-bit or 64-bit) with Service Pack 1 System Processor 1 GHz or better System Memory XP Professional: Recommended 1GB - Minimum Required: 512MB Vista Business: Recommended 2GB - Minimum Required: 1GB Hard Disk Requirements Minimum: 10 GB Video Requirements SVGA Graphics Controller /4 MB Video Memory or better Other 100 MB NIC Card Monitor 17" (1024 x 768) 0 Terminal Services The minimum requirement for Remote Desktop Connection (RDC)for Terminal Services(by Microsoft) is a client computer or thin client which has the Remote Desktop Connection Client installed. The Remote Desktop Connection Client can be run on client computers running Microsoft Windows 95, Microsoft Windows 98, Microsoft Windows Millennium Edition, Windows NT 4.0, Microsoft Windows 2000 Professional, Microsoft Windows XP Professional, or Microsoft Windows VISTA. The Remote Desktop Connection Client can also be run on thin clients running Microsoft Windows CE, or Microsoft Windows XPe. A Remote Desktop Connection Client for Mac OS X is also available from LM U) Microsoft. N Remote Desktop Connection has very low physical RAM requirements and generally works on any device that meets the minimum requirements for the operating system on which it runs well. Recommendations: U) 0 • Remote Desktop Connection Client on a client computer running Microsoft Windows XP it Professional, or Microsoft Windows VISTA. • Remote Desktop Connection Client on a thin client running Microsoft Windows CE, or Microsoft Windows XPe • A reliable network connection with low network latency <100ms between the client and terminal server. U T ac 0 1/21/10 ices Contr Packet Pg. 223 C.10.a POMRIS Schedule G Overview of Polaris Hosted Environment U) Network Polaris has redundant burstable 5mb connections to its hosted environment. The Polaris hosting environment is connected to two different vendors diversely routing sonnet rings. The internal U) network is driven by fully redundant Cisco routers, core and distribution switches. The internal switching fabric and all external circuits are fully monitored 24x7 by our service providers redundant NOC's. Stora e Each customer will have sufficient storage allocated to provide the contracted level of performance. Storage space will be allocated as appropriate to house the operating system and the database as well as sufficient space for all temporary files and terminal services. All servers are all equipped with redundant power supplies and RAID storage. Backup and Archiving All servers are backed up to tape on a standard schedule of daily full-backups. Weekly backups are stored off site and an industry standard retention scheduled is maintained. Backups are to standard DLT tape media. Data restoration is accomplished with standard restoral procedures in a MS Windows environment. This process is tested on a regular basis. E The servers have hot-swappable drives that can be switched out in the event of a drive failure. The E Polaris hosting environment has N+1 level electrical power service and all servers have redundant power supplies to minimize the risk of a power outage. Hosting Environment Polaris provides N+1 UPS and circuit redundancy with dual diversely routed feeds off the grid. This is U) backedIr- up by a 1MW diesel generator that is tested weekly and with full load on a monthly basis. The Polaris hosting environment provides full CO2 fire protection backed up by a dry-charged delayed water sprinkler system. The data center has a full matrix of smoke and air particle detectors. The Polaris hosting environment has twelve (12) fully redundant Liebert 30-ton air conditioners and provides temperature and humidity controls with centralized monitoring and alarming. Any six units 2 it can adequately cool the space and manage humidity to specified levels. The building housing the Polaris hosting environment is staffed by multiple site personnel during normal business hours and is staffed by on-site security guards at all other times. Entrance to a secured area of the building requires staff or guard interaction and 2 forms of ID. All doors to the hosting spaces are equipped with both bio-mechanical, fob and numeric code security. All hosting spaces as well as most common areas are monitored by camera with security tapes retained 45 0 days. All external doors and the surrounding grounds are camera-monitored as well. U) °c Servers Dell 2900, R710 and R900 series server hardware are typically used and configured as needed. There are currently 12 servers dedicated to the Polaris shared hosting environment. Polaris provides redundant common equipment (firewall, switches, domain controllers) for the shared hosting environment. 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 224 C.10.a POMRIS Schedule G Overview of Polaris Hosted Environment - continued 0 Upgrade and Maintenance Process In the shared environment, upgrades are made on a server by server basis and are schedule with all customers on a given server. All work is performed in predetermined and agreed to maintenance window. Almost all upgrades will require at least one restart of the hardware/software so downtime is unavoidable. Careful scheduling between the Polaris Site Managers and the customers can minimize the impact. Customers are given lead-time via their Site Manager. 0 Typically all maintenances are performed during times when the customer is closed. There are a very limited number of times when an emergency maintenance may be required and these would also be schedule with the customers. No maintenances should occur without customer notification and input. Security All aspects of the Polaris shared hosting environments are secured against virus and other external attacks. Our redundant firewalls continually scan for all kinds of external attacks and our firewall rules are the most restrictive and only open to the ports and address ranges required. Polaris contracts with a service partner to assist in the monitoring of its firewalls to manage and detect all attempts to infiltrate the network. The Polaris ILS operates using Microsoft software and protocols. Polaris Library Systems is a Microsoft Gold Certified partner and is in constant communication with Microsoft to maintain the security of the Polaris systems. All shared hosting servers receive security updates on a weekly basis. The Polaris ILS is fully password protected using industry best practices. cv U) 0 it U) 0 0 U T °c 0 a. 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 225 C.10.a POMRIS Schedule H Data Extraction U) From Dynix Horizon: Estimated number of Patron Records 22,122 0 Estimated number of Item Records 205,000 Estimated number of MARC Records 130,000 Estimated number of Authority Records 264,148 Pricing for extraction services assumes the following conditions for access to the database: Horizon data extraction: external IP address of the database server must be provided; SQL port number must be provided; SQL system administrator login/password must be provided; Trusted firewall access must be provided from a single IP address to be provided by Polaris; Access to RDP or PC Anywhere on a PC located on the same LAN as the server must be provided, along with the following: ■ Java 1.4 or 1.5 must be installed, or be allowed to be installed on the PC E ■ FTP must be permitted in order to allow files to be transferred to/from the PC to/from a location outside the LAN E Use of VPN is acceptable; Horizon database name must be provided if other than "horizon"; Specification of either Microsoft SQL Server or Sybase; Available access during all times and days specified by Polaris; U) Deviations from any or all of these access conditions will result in additional fees being assessed, to be determined on a case-by-case basis. U) 0 it U) 0 0 U T °c 0 1/21/10 Monroe County Public Library Hosted Services Contr Packet Pg. 226 INNOVATIVE INTERFACES INCORPORATED U) PURCHASE ORDER ACCEPTANCE .2 Innovative Interfaces Incorporated ("Innovative") hereby accepts the offer from Monroe County Public Library System("Client"}set forth in the Purchase Order No.00061032 dated August 5,2019 and attached i5 'a hereto as Exhibit 2. The Software will be provided pursuant to the Polaris Integrated Library System cu 0 Contract for Hosted Services effective as of March 1,2010 (the "Agreement'I and the provisions of such Agreement shall supersede any conflicting provisions set forth in the Purchase Order. U) WHEREAS,Client desires to license from Innovative certain software,and in connection with such license the following is agreed: 0 U) 1. Software License. Client agrees to license from Innovative the software described in Exhibit I &Exhibit 2 for the price and per the terms specified in Exhibit I attached hereto. Z 0 2. Additional License. Subject to the terms of the Agreement, Innovative hereby grants to Client a non-exclusive,non-sub-licensable,non-transferable license(the"Additional Software License")to use the software (the "Additional Software") described in Exhibit 1 hereto, and upon timely payment of all sums due hereunder, Innovative agrees to provide the software maintenance for the Additional Software(the"Additional Software Maintenance"). The term of the Additional Software maintenance will be as respectively set forth in the corresponding S quotes in Exhibit 1. 0 0 3. Maintenance Renewal. Subject to the early termination provisions as set forth in the E Agreement, the to of the Additional Software Maintenance will be effective for an initial to of one(1)year following this Addendum Effective Date(the"Initial Term").Thereafter, E the Additional Software Maintenance will be automatically renewed for additional one(1)year < terms(each,a"Renewal Term"and,together with the Initial Term,the"Term"),unless either party gives the other not less than ninety(90)days'prior written notice of its intent to terminate this Agreement effective as of the end of the then-current Term.Commencing upon year 2 and U) thereafter, Innovative will have the right to increase rates of the Additional Software .5 Maintenance by a maximum percentage equivalent to the greater of 5% or the percentage increase in the Consumer Price Index(CPI-IJ)over the previous year. 4. Co-Terming. Subject to the terms of the Agreement,the Additional Software Maintenance 0 'a to will be prorated to run coterminous with Client's existing Polaris maintenance to being 'a October I through September 30. U) 0 Q. E Packet Pg. 227 U) .2 Except as otherwise hereby agreed,the other provisions of the Agreement will remain in full force and effect as of the date hereof. 0 INNOVATIVE INTERFACES INCORPORATED U) Signature 0 U) Print Name: Akin Adekeve Title: VP&General Counsel Date: August 12,2019 0 0 0 E E D 0 D 0 (L E Packet Pg. 228 EXHIBIT I CU) 0 .2 1. Fees. All Fees must be paid to Innovative within 30 days following receipt of the invoice. M C [APPROVED SOFTWARE QUOTE FOLLOWS THIS PAGE) 'a 'a M 0 U) 0 U) 0 C C 0 0 C 0 E 'a C 0 E C T C 0 'a 'a T I- ig 0 CL 4i C 0 E Packet Pg. 229 i n n ova tive Pricing Exhibit Date 7/10/2019 U) Quote# EST INC10233 Innovative Interfaces Incorporated 1900 Powell St. Payment Terms Net 30 .2 Suite 400 Overall Contract Term(Months) 12 Emeryville CA 94608 Contract Stan Date United States Contract End Date 0 Sales Rep Roy Burnett Site Code MONRI643 Expires 10/412019 Bill To ShipTo 0 Monroe County Public Library Monroe County Public Library 700 Fleming Street 700 Fleming Street U) Key West 33040 Key West L 33040 United States United States CL Currency 0 rrr US Dollar U) Staff User License-Perpet... j 2 The Polaris Staff Client is license 1,2 0.00 400.00 Licenses software that allows the end user to access all of the Polaris functionality based on the permissions that are set in System Administration.This Z includes Circulation,Patron Services, Cataloging, M tging,Acquisitions,Serials, > Utilities and System Admin. Additional License for additional Staff User License.A separate staff user license is required for each concurrent connection made from a staff client to the Polaris ILS server,including from Polaris Web Application(aka Leap Staff User Maintenance 2 Additional Staff User Licenses 216.00� 432.00 Licenses Maintenance Maintenance 0 0 Total Fees US$2,832.00 E E Packet Pg. 230 Exhibit 2 Purchase Order .2 (Client Purchase Order Follows) CL 0 E E IL E Packet Pg. 231 MONROE COUNTY PURCHASE ORDER NO. 00061032 BOARD OF COUNTY COMMISSIONERS 1100 Simonton Street, Suite 2-213 U) Key West, FL 33040 PAGE NO. .2 SALES TAX EXEMPT NO.:85-8013825294C-7 PDF COPY O V [-96565 PHONE. 510--655-6200 E MONROE COUNTY PUBLIC LIBRARY 0 INNOVATIVE INTERFACES INC H N 5850 SHELLMOUND 1 700 FLEMING STREET WAY D P KEY WEST, FL 33040 EMERYVILLE CA 94608 U) 0 AT TN: ANNE RICE RL T 2 0 CL 0 5/19 000 ORDER DATE:0 8 0 [BWEk I�/V��RIE MOORE REQ.NO U) 554.90 REQ.DATE: 08/02/1.9 C7 TERMS: NET 330 DAYS DE A'0.2 2.00 ADDITIONAL STAFF USER LICENSES 216,0000 i s .0( 0 MAINTENANCE Z QUOTE #EST-INC10233 0 0 0 E E T s 2 ITEM# COST CENTER ACCOUNT PROJECT PROJECTACCT AMOUNT 'PAGE 1:6T ,832 .0) 01 62019 5]0490 GP1900 53o52o 2,400.00 TOTAL $ 2,832 .00 02 62019 530490 GP1900 530520 432.00 CL 0 PARTIAL PAYMENT FINAL PAYMENT 0 INVOICE NO. (L INVOICE A96UNT E PAYMENT DESC..— 4PAYENT AWRViAl- PURCHASING AGENT Packet Pg. 232