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Item D20 D.20 J �� BOARD OF COUNTY COMMISSIONERS County of Monroe ire �f �r�l � � Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District I David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting April 15, 2020 Agenda Item Number: D.20 Agenda Item Summary #6681 BULK ITEM: Yes DEPARTMENT: Public Libraries TIME APPROXIMATE: STAFF CONTACT: Norma Kula (305) 853-7349 None AGENDA ITEM WORDING: Approval to rescind Agenda Item M-7 approved at the December 11, 2019 board meeting and Approval of amendment (attached) to contract (attached) with Innovative Interfaces (originally Polaris) to subscribe to SkyRiver, a bibliographic tool for Library cataloging, at a cost of$3,420.00 for set up/implementation and $4,275.00 annually for a three-year subscription. ITEM BACKGROUND: This agenda item was submitted at the December BOCC meeting, but through a scrivener's error, the wrong figures were included in the agenda item wording and did not match the figures contained in the amendment itself. The amendment itself is unchanged from the amendment included in the backup to the Dec. 11, 2019 agenda item. PREVIOUS RELEVANT BOCC ACTION: The original contract was approved by the BOCC in January, 2010, and a previous amendment was approved in September, 2019. CONTRACT/AGREEMENT CHANGES: Addition to contract STAFF RECOMMENDATION: DOCUMENTATION: Polaris Contract(word) Skyriver Innovative 3 4 20 FINANCIAL IMPACT: Effective Date: 3/18/2020 Expiration Date: 3/18/2023 Total Dollar Value of Contract: $16,245.00 (three years) Packet Pg. 558 D.20 Total Cost to County: $16,245.00 Current Year Portion: $7,695.00 Budgeted: Yes Source of Funds: Libraries Admin Support Budget line item 62023-560660 CPI: No Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: N/A Additional Details: 03/18/20 001-62023 - LIBRARIES ADMIN SUPPORT $16,245.00 3-year Subscription REVIEWED BY: Norma Kula Completed 03/03/2020 10:02 AM Pedro Mercado Completed 03/03/2020 10:55 AM Budget and Finance Completed 03/03/2020 1:13 PM Maria Slavik Completed 03/03/2020 3:02 PM Kathy Peters Completed 03/03/2020 3:21 PM Board of County Commissioners Completed 03/18/2020 9:00 AM Packet Pg. 559 D20.a POT -JARIS Integrated Library Sy 0 il c CONTRACT FOR HOSTED SERVICES JAN UARY 21 st, 20100 0 Monroe CountyPublic Library, Key West, Florida Polaris Library Systems PO BOX 4903 • SYRACUSE, NY 13221-4903 1-800-272-3414 9 FAX 1-315-457-5883 • http://www.polarislibrary.com 1/21/10 Monroe County Public Library Hosted Services Contract Page 1 of 19 Packet Pg. 560 POLAWS 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 Boule—r-1, Liverpool, New York (herein after referred to as "Polaris"), and the Monroe County Public Library, 700 Fleming Street, y West, FL 33040 (hereinafter referred to as "LIBRARY"). WITNESSETH: WHEREAS, Polaris has developed a computerized system (hereinafter referred to as "Polaris ILS"0) consisting of hardware d software and related services, and the LIBRARY intends to purchase and/or license such hardware, software and rel d services at its location(s); NOW, THEREFORE the parties mutually agree as follows: 1. Definitions 1.1. "Hosted Services" shall refer to the services listed and set forth under Schedule B herein and which may be modi , 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 b LIBRARY under this Agreement. e® 1.3. "Polaris ILS Hardware" shall refer to the hardware under the control and ownership of Polaris which is used to provide e Polaris ILS Software and Hosted Services; and which hardware may be modified, added to, or replaced during the ter 8 f 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 limit( �, D documentation stored on CD, On-Line Help files and hard-copy guides, which are designated by Polaris as available L .> r license to libraries who have licensed the Polaris ILS Software to which those materials relate. le 1.5. "LIBRARY Equipment" shall refer to the hardware and software, including, but not limited to, those components t enable access to the Internet, which the LIBRARY is required to have in use in order to use and enable the Polari S Software and Hosted Services to be provided in accordance with this Agreement, and which may be pro) 2. d 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 Polaris, 0 d which may be modified, added to, or replaced during the term of this Agreement provided that the performance th( f is not thereby caused to degrade. 0 CL 1.7. "System" shall refer to the Polaris ILS Hardware, Polaris ILS Software and Network as the same operate together ii provision of the Hosted Services 1 "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. 2 Furnishing of Deliverables Based on the statistics in Schedule A, which the LIBRARY agrees are reasonably correct as of the date of this Agreen , 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 POLAWS Schedule E: Enhanced Data Content for PAC Schedule F: PC Workstation Requirements Schedule G: Overview of Polaris Hosted Environment Schedule H: Data Extraction Packet Pg. 561 D.20.a 3. Installation Schedule 3.1 .Following the signing of this Agreement, the LIBRARY and Polaris will mutually agree on I Implementation Plan which shall include, but not be limited to, identification of all required task a timeline of all required tasks, an indication of which party is responsible for completion of each t , and expected duration of each task. Upon completion of implementation, both parties shall mutt �r 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 Live Date. It shall then be renewed automatically for one-year periods unless the LIBRARY not s Polaris of its intention not to renew at least ninety (90) days prior to the expiration of the originz r any extended term. 4.2. If either party is considered to be in material breach of any of the terms and conditions of s Agreement, the aggrieved party shall give written notice thereof, including a reasonably deta 1 statement of the nature of such alleged breach, to the other party. The party considered to b I breach of this Agreement will have thirty (30) days after notice is received to cure such breach, o �0_ f the breach cannot reasonably be cured within thirty (30) days, the party shall provide a wri .21 estimate of the time needed to cure such breach, shall commence to cure such breach within ten ) days of notice from the aggrieved party and shall diligently continue to prosecute such cur( completion. If the party considered to be in breach fails to cure, commence to cure in tir S I manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shal entitled to terminate this Agreement or suspend its performance under the Agreement for as [on ; s the breach remains uncorrected, and avail itself of any and all remedies available under s Agreement, at law or in equity. 4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a recei , assignee or other liquidating officer is appointed for all or substantially all of the business of ei 2� r party, or if either party makes an assignment for the benefit of creditors, then the other party, a s option may immediately terminate this Agreement by notice to the offending party to that effect i no event shall this Agreement be assigned or assignable by operation of law or by voluntar, 0 r involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignn pn t shall be void and in no event shall this Agreement or any rights or privileges hereunder be an assE f either party under any bankruptcy, insolvency or reorganization proceedings. 1 Subject to the conditions of Article 4.2, if this Agreement is suspended or terminated by the E LIBRARY, whether for cause or convenience, then, effective upon the date of suspension or terminatioi 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 refund to the LIBRARY to the date of termination on a pro-rated basis. If this Agreement is mutually reinstatE then the LIBRARY shall reassume its payment obligations. 2 Return or Destruction of Licensed Software If this Agreement is terminated, whether for cause or convenience, and the right to continued use of Polaris ILS Software and Software Materials under the conditions set forth herein is withdrawn, ther l Polaris ILS Software and Software Materials must be returned to Polaris, or if so requested in writin, �r Polaris, destroyed. Within one (1) month after the date of cessation or termination of any license gray 1 hereunder, the LIBRARY will furnish to Polaris if requested, a certification that through the LIBRARY's t efforts and to the best of the LIBRARY's knowledge, the original and all copies of the Polaris ILS Softv Materials received from Polaris or made in connection with such license have been returned or destro, 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 herei Packet Pg. 562 POLAWSD.zo.a 6. Payment 6.1 . Costs for the initial term of this Agreement are enumerated in Schedule D herein. Unless speci 1 elsewhere in this Agreement, unit costs for Polaris Software and Services will be held at the quc 1 rate(s) for 1 year from the execution of this Agreement. Costs for additional Third Party softw , 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 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 invoice date, whichever date is later. Within twenty (20) days of receipt of the invoice, the LIBR r may serve Polaris with written notice disputing any charge. If the dispute is not resolved wi i twenty-five (25) days of receipt of said written notice, then either party may file for arbitration. 0 6.4. In the event that payment is not made in full according to the specified terms, a service charge l be added to the undisputed balance after deducting all payments and credits. For any payn .2 t considered past due and undisputed by the LIBRARY, the LIBRARY agrees to pay interest at 1% r month (effective annual rate of 12%) on the unpaid balance or the highest rate permitted by , whichever is less. 6.5. If failure to pay according to the terms of this Agreement causes this account to be assigned ; r collection, or causes legal action to be taken, the LIBRARY agrees to pay all costs of collec I incurred by Polaris, including court costs and reasonable attorney fees, if the LIBRARY is found b at fault. '✓ 0 6.6. In the event the Live Date is other than the first day of the month, the Hosted Services fee wit 2 prorated accordingly. - Any third party subscription service fee will be subject to review, and possible change, or i annual basis commencing one (1 ) year from the Live Date. U - The Software Maintenance and Hosted Services fee is subject to change annually, such chz . commencing one (1) year from the Live Date and effective upon one hundred and twenty ( ) days written notice to the LIBRARY. Following the initial term of this Agreement, and upon receipt of notification of any such chang i the Software Maintenance and Hosted Services fee, the LIBRARY may, with ninety (90) days r E r written notice, terminate this Agreement upon the effective date of such increase. Otherwise new fee will become effective upon the date specified in the notice. 6.7. Polaris reserves the right to offer new goods and/or services at any time during the initia r extended term of this Agreement. Where such goods and/or services involve a one-time and/o i ongoing fee, Polaris shall provide the LIBRARY with ninety (90) days written notice of any such off 1 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. 2 Licenses 7.1 Polaris hereby grants to the LIBRARY a non-transferable, non-exclusive, and non-sublicense license during the term of this Agreement to use the Polaris ILS Software, the Polaris ILS Softv Materials, and any ancillary software, solely in conjunction with the Hosted Services as define i 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. Packet Pg. 563 7.2. No title to or ownership of the Polaris ILS Software or Polaris ILS Software Materials is tra D.2o.a the LIBRARY, and they remain the proprietary property of the owning entity. POLAWS 7.3. All licensed Polaris ILS Software and Polaris ILS Software Materials contain Polaris proprie �r information, use of which is limited by the licenses granted in this Agreement. The LIBRARY shall t allow the Polaris ILS Software or any portion thereof, to be reverse compiled, disassembled, or in �r way altered. The LIBRARY shall not modify any licensed Polaris ILS Software in machine-read form nor merge such Polaris ILS Software with other software programs. The LIBRARY will t disclose or otherwise make available, except as required by law, any licensed Polaris ILS Softv Materials in any form to any third party except to the LIBRARY's employees, or to agents dirE �r concerned with licensed use of said materials. The LIBRARY may customize Software Materials 1 on-line help files, but Polaris disclaims any responsibility for their maintenance. 1 Polaris may terminate all proprietary licenses granted hereunder and require return of the Polar ILS Software Materials upon written notice to the LIBRARY if the LIBRARY fails to comply with these ter and conditions. � 2 The LIBRARY's Responsibilities 8.1 . The LIBRARY acknowledges the PC Workstation requirements set forth under Schedule F herein, OJ will assume responsibility for purchasing, installing, configuring and maintaining all other hardv components necessary, including but not limited to: -hardware Firewall, -anti-virus software, -LIBRARY-specific network components and connectivity, W -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 viab US ,r 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( f contact with the LIBRARY following execution of this Agreement. 8.3. The LIBRARY is responsible for providing and maintaining an Internet connection with suffic t bandwidth for reliable operation and support. If required, the LIBRARY will provide Polaris , i reliable and immediate remote access via the Internet to any LIBRARY Equipment that directl r indirectly affects the ability of the LIBRARY to access and use the Polaris ILS Software. This ac s must be sufficient, in Polaris' sole opinion, to satisfy any on-going warranties set forth under s Agreement. Failure by the LIBRARY to provide minimal access via the Internet may resul i unresolved performance issues and may void Polaris' obligations with respect to on-going warrant 8.4. During the implementation process, the LIBRARY will provide Polaris with reliable remote acces their current system to facilitate the extraction of the LIBRARY's data, pursuant to the sere s 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 1 system 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 dis packet Pg. 564 it becomes aware between data provided by the LIBRARY and data required for effective D.2o.a of the Polaris 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 a 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 the LIBRARY's use of such third party hardware and software, and shall reserv( the right to charge, at the rate of $200 per hour with a minimum $400 charge. POLAWS 9. Site Preparation It is understood and agreed that the Hosted Service fee does not include any co! 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 provid, suitable electric service for operation of said LIBRARY Equipment. 0 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 LIBRAR .2 data to any third party, except as requested by the LIBRARY. 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 i! limited by the licenses granted in this Agreement. The LIBRARY will not disclose or otherwise mal available, except as required by law, any licensed Polaris ILS Software Materials in any form to an third party except to the LIBRARY's employees, or to agents directly concerned with licensed use , the program. Subject to the limitations of this article, the LIBRARY may make additional copies of the Polaris ILS Software Materials. L 12. Warranty 12.1 .Polaris warrants that the Polaris ILS Software will perform substantially in accordar 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 betwee 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 Intern will be uninterrupted or error-free or that all program defects will be corrected. In addition, due to th 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. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER TYPE WHETHE EXPRESSED OR IMPLIED, WRITTEN OR ORAL. 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. Pol; may provide consultation services or assistance relating to the failure or mis-configuration 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. 13. Support Services 13.1 .Support Services constitute Software Maintenance and Hosted Services - as defined under Schedule B Packet Pg. 565 herein. �2U•a 13.2.Polaris ILS Software updates will be made available periodically. Polaris shall have full discretion to the timing and content of Polaris ILS Software updates during the term of this Agreement. Fails to release Polaris ILS Software updates during any specific term does not constitute default on th( part of Polaris because of the continuation of the provision of Software Maintenance and Hosted Services. Given the complexity of the library automation environment, including such factors as evolving standards, developmental tools, and market demands, Polaris reserves the right to modii its development plan for future releases for the best interests of its current customers, its organization (from a support perspective) and future marketability. POLAWS 13.3.Each type of program service and maintenance specified will be available unless discontinue( I Polaris upon one hundred and eighty (180) days written notice. 13.4.Polaris reserves the right to charge at $200 per hour with a minimum $400 charge for any additii l effort that results from providing services for a licensed program altered by the LIBRARY, or �0- r support made necessary by the failure of the LIBRARY to maintain system and network securit .2 1 accordance with industry best practices. 13.5.Telephone diagnostic service is available during the following hours: 8:30am - 8:OOpm, Eas S I Standard Time, Monday through Friday, excluding standard Polaris holidays. From 8:30-5:0 1 Eastern Standard Time customers will be able to call Customer Support and reach their Site Man; ; r or Technical Support Specialist. From 5:OOpm-8:OOpm Eastern Standard Time customers will r( I the Site Manager or Technical Support Specialist working at Polaris headquarters that night t 8:OOpm the phones will be transferred to the answering service. Emergency referrals from Pot >' Operations Center to on-call personnel will be available 24 hours per day, 7 days per wl . Emergency assistance is limited to work in correcting problems which impact critical functionalit 2. f the System. Software service calls that cannot be solved immediately will be referred to specia s within the Operations Center. 0 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 pe t Polaris at its option at no additional expense to the LIBRARY either to procure for the LIBRARY right to continue using the licensed Polaris ILS Software and/or Polaris ILS Software Materials, c replace or modify the same so that they become non-infringing. If neither of the foreg alternatives is reasonably available, the LIBRARY agrees on one (1) month's written notice f i Polaris to return or destroy all copies of the licensed Polaris ILS Software Materials received f i Polaris and all copies thereof, and to receive a refund for any monies paid for the lease of i Polaris ILS Software licenses. 14.3.Polaris shall have no obligation to defend the LIBRARY or to pay costs, damages, or attorney's s for any claim based upon the LIBRARY's use of licensed Polaris ILS Software that has been alterel the LIBRARY without Polaris' express permission and in direct breach of Article 7.3. herein. 14.4.The foregoing states the entire obligation of Polaris with respect to infringement of patents or copyrights. Packet Pg. 566 15. Limitation of Remedies 15.1.For any claim concerning performance or non- D.2o.a performance by Polaris pursuant to or in anyway related to 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 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 t , including negligence, will be limited to a maximum of all monies paid in the year in which the ac I was brought. POLAWS 15.3.This limitation of liability will not apply to Articles 14 and 25 herein, or to claims for personal in; to the extent caused in whole or in part by Polaris' negligence. 15.4.IN NO EVENT WILL Polaris BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE, OPERATION; 0t MODIFICATION OF THE SYSTEM BY THE LIBRARY, OR FOR ANY LOST PROFITS OR OTHER � CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF Polaris HAS BEEN ADVISED, KNEW 1 .2 SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. c 16. Waiver of rights The waiver or failure of either party to exercise in any respect any right provide _ for herein shall not be deemed a waiver of any further right hereunder. 17. Severability 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 c and shall not control or affect the meaning or construction of any provisions of this Agreement. 19. Governing Law This Agreement shall be subject to all applicable laws of the Federal Government ci the United States of America and to the laws of the State of Florida. The applicable law for any U legal disputes arising out of this Agreement shall be the law of the State of Florida. The prevailim Lm- party in any action brought under this Agreement shall be entitled to reasonable attorney fees an costs as awarded by the court including any action at the appellate level. 20. Saving Clause Typographical errors are subject to correction. 21. Assignments Both parties agree that no sublicensing, or assignment of their rights or interest, not delegation of their duties under this Agreement shall be made or become effective without the pi written consent of the other party. Any attempted sublicensing, assignment or delegation withoL prior written consent shall be wholly void and ineffective for all purposes. 22. Taxes not included The charges shown on this Agreement do not reflect applicable state and loci taxes that may be added to the amounts shown at the time of invoicing. 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 herein. The signatories acknowledge reading, and agr to comply with, all terms and conditions. Packet Pg. 567 24. Force Maieure Any delay or nonperformance of any provision of this Agreement caused by D.2o.a 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 f, i period mutually agreeable to both parties. Conditions beyond a party's reasonable control includ( but are not limited to, natural disasters, acts of government after the date of the Agreement, pol failure, fire, flood, acts of God, labor disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials shall not be considered a condition beyond a part reasonable control. This provision does not relieve the LIBRARY of its obligation to make payment then owing. POLAWS 25. Indemnification Polaris agrees to indemnify, hold harmless and defend the LIBRARY and its agent officials and employees from any liability, claim or injury, related to or caused by fault or negligE of Polaris employees or subcontractors. 0 26. Amendments Amendments and modifications to all, or any part, of this Agreement and to the 0 appendices and referenced attachments, may be made, and shall be binding, only if in writing an� signed by duly 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 W agree that all information, disclosed by one party to the other, which is in written form and whic marked confidential, shall be held in confidence and used only in performance of services under t Agreement. Both parties shall exercise the same standard of care to protect such information as i used to protect their own proprietary data. 28. Ownership of Data Polaris acknowledges the LIBRARY's ownership of the various databases install Ui 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 1 -02 System. Such assistance shall include personnel time and Polaris' best efforts, provision of 0. documentation regarding the format and contents of the extracted data, verification that extract data is complete and in a form suitable for use by the LIBRARY, and other assistance necessary fo 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 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 service including any actual expenses for travel to LIBRARY. The data shall include all contents of all file! created, maintained, and owned by the LIBRARY, including all bibliographic data, holdings data, patron data, in-process transaction data associated with circulation control, cataloging, acquisitic serials control, and any other activity or subsystem in use by the LIBRARY. Wherever standards su 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 delayed or withheld by Polaris in the event of any legal proceeding initiated by either party. POLAWS IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement, which shall inure the benefit of and be binding upon the successors of the respective parties, as of the last date indicat__ below. Packet Pg. 568 D.20.a ACCEPTED FOR THE LIBRARY ACCEPTED FOR POLARIS LIBRARY SYSTEMS By: By: Title: Title: President, Polaris Library Systems Date: Date: APPROVED AS TO FORM FOR POLARIS LIBRARY SYSTEMS By: Title: Manager, Contracts and Proposals Date: POLARIS c 2 0. c Schedule A Library Statistics Client Licenses 35 7.Dedicated PAC Workstations 12 0 1 Estimated Number 0 of Patron Records 22,122 7. Name and 2 Estimated Number address of main LIBRARY �0 of Item Records 205,000 location: c� 3 Estimated Number Monroe County of Bibliographic (MARC) Public library 0 Records 130,000 700 Fleming Street CL 4 Estimated Number Key West, FL 33040 of Authority Records 264,148 2 Other locations: 0 5 Items Issued Annually 412,000 6 Staff Library Big Pine Library Key Largo Marathon Library Library Islamorada POLARIS Schedule B Hosted Services Packet Pg. 569 D.20.a One-Time Services Description Training . 4 days webinar training: Patron Services, Cataloging, PAC . 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 . profiling assistance, and scheduling . 2 day on- Implementation Services site implementation/consultation Data Migration Extraction Et migration of bibliographic, authority, item, patron and transaction records from Horizon. PAC Customization Using SA and language editor Software Polaris server software and staff licenses 6 0 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 > Hosted Technical Support monitor Polaris ILS server jobs and batch procedures . maintain the system server software configuration . load server operating system patches . upgrade Polaris ILS servers to all new releases . load operating system patches on servers . update and monitor server virus protection maintain host-site Internet connectivity and capacity . ensure o successful backups of the system . maintain server hardware and capacity . monitor system activity 0 c� .c System Administration o Hosted S Y . manage Polaris ILS configuration changes . 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) Periodic Maintenance Polaris reserves the right to perform periodic maintenance on the hosted server(s). Such maintenance would occur between the hours of 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; POLARIS Schedule C Polaris ILS Software Packet Pg. 570 D.20.a Polaris ILS Database (full and documented schema available via Extranet) Z39.50 Server SMTP For email notification (Library may also use other email server) 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 Off line 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 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 12 Polaris ILS PowerPAC supports Internet Explorer 6.0 +, Netscape Navigator 7.0+, Mozilla Firefox, Opera 8.02+, Safar 2 >_+ Multiple database searching Patron Authentication My Account Options: Self-registration, search agent alerts, pre-notification of overdues, reading history, formatted lists (MLA, Chicago Manual of Style, etc.) Customizable Dashboards (automated links to bestsellers, subject areas, etc.) SimplyReports Children's PAC Spanish PAC Acquisitions Optional Software/Services: Product Price Additional Staff Client License $750 + maintenance Serials Control with MARC Format for Holdings (would require Charge only for training additional training at $2,000/day) Multilingual Interface to PAC - Vietnamese, Korean or French $3,500 each + maintenance o CL Course Reserves $1,500 + maintenance Outreach Services $2,000 + maintenance Debt Collection Interface $1,200 + maintenance Additional Manuals (one-time cost per set) $250 POLARIS Schedule D Cost Summary Service Description Year One Costs Training (11 days) $15,800 Implementation Services $5,600 Hosted Services $4,500 Data Extraction 6t Migration Im Horizon $17,000 Children's interface to PAC N/C Spanish language interface to PAC $5,000 PAC Customization /C Enhanced Data Content for PAC Subscription $2,895 Polaris Software $70,250 Includes: Packet Pg. 571 Polaris Server Software D.20.a 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 6t Hosted Services $18,680 Enhanced Data Content for PAC Subscription $3,010 Total Year Two $21,690 Due one (1) year from Live Date Service Description Year Three Costs Software Maintenance 6t Hosted Services $19,614 Enhanced Data Content for PAC Subscription $3,130 Total Year Three $22,744 Due two (2) years from Live Date P 0 Schedule E Enhanced Data Content for PAC Subscription Service to Syndetic Solutions W Polaris is a reseller for Syndetic Solutions which offers enriched content for display in the PAC including Y � P Y � g 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 (the LIBRARY may de-select elements as required to the minimum annual fee of $550): 0 Component Annual Cost CL Table of Contents $198 Fiction Profile $157 Find Similar Titles (must also buy Fiction Profile) $157 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 SLJ Review $198 Packet Pg. 572 Choice Review Not Selected D.20.a Booklist Review $198 Horn Book Review Not Selected Kirkus Review Not Selected Spanish $148 German Not Selected Video 6t Music 1 $239 Video 6t Music Profiles $239 Total Annual Subscription Fee $2,895 Note: Annual Subscription Fee will become due on the Live Date of the system. POLARIS 0 Schedule F PC Workstation Requirements Technical Service/Staff Access Workstations and Patron Access Workstations- W 0 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 0 -Windows Vista Enterprise (32-bit or 64-bit) with Service Pack 1 System Processc GHz or better System Memory XP Professional: Recommended 1 GB - Minimum Required: 512MB Vista Business: Recommended 2GB - Minimum Required: 1 GB c CL 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) 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 Connec i 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, c Microsoft Windows VISTA. The Remote Desktop Connection Client can also be run on thin clients running Microsc Windows CE, or Microsoft Windows XPe. A Remote Desktop Connection Client for Mac OS X is also available from Microsoft. Remote Desktop Connection has very low physical RAM requirements and generally works on any device that me the minimum requirements for the operating system on which it runs well. Recommendations: Packet Pg. 573 Remote Desktop Connection Client on a client computer running Microsoft Windows XP Profession D.20.a Microsoft Windows VISTA. Remote Desktop Connection Client on a thin client running Microsoft Windows CE, or Microsoft Windows ." A reliable network connection with low network latency <100ms between the client and terminal server. POLAWS Schedule G Overview of Polaris Hosted Environment Network Polaris has redundant burstable 5mb connections to its hosted environment. The Polaris hosting environmi is connected to two different vendors diversely routing sonnet rings. The internal network is driven by fully redu nt Cisco routers, core and distribution switches. The internal switching fabric and all external circuits are Ily 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 m ce will be allocated as appropriate to house the operating system and the database as well as sufficient space 1 all temporary files and terminal services. All servers are all equipped with redundant power supplies and RAID stori m Backup and Archiving All servers are backed up to tape on a standard schedule of daily full-backups. Weekly backups are stored of to and an industry standard retention scheduled is maintained. Backups are to standard DLT tape media. --to restoration is accomplished with standard restoral procedures in a MS Windows environment. This process is t E!d on a regular basis. c The servers have hot-swappable drives that can be switched out in the event of a drive failure. The Polaris hi ng environment has N+1 level electrical power service and all servers have redundant power supplies to minimi2 ie risk of a power outage. Hosting EnvironmentCL Polaris provides N+1 UPS and circuit redundancy with dual diversely routed feeds off the grid. This is backed ul ' a 1MW diesel generator that is tested weekly and with full load on a monthly basis. The Polaris hosting enviror nt provides full CO2 fire protection backed up by a dry-charged delayed water sprinkler system. The data center a full matrix of smoke and air particle detectors. The Polaris hosting environment has twelve (12) fully redundant Liebert 30-ton air conditioners and prc es temperature and humidity controls with centralized monitoring and alarming. Any six units can adequately coi -1e space and manage humidity to specified levels. The building housing the Polaris hosting environment is staffed by multiple site personnel during normal bu ss hours and is staffed by on-site security guards at all other times. Entrance to a secured area of the building rei es staff or guard interaction and 2 forms of ID. All doors to the hosting spaces are equipped with both bio-mecha it, fob and numeric code security. All hosting spaces as well as most common areas are monitored by camera th security tapes retained 45 days. All external doors and the surrounding grounds are camera-monitored as well. Servers Dell 2900, R710 and R900 series server hardware are typically used and configured as needed. There are curren 12 servers dedicated to the Polaris shared hosting environment. Polaris provides redundant common equil nt (firewall, switches, domain controllers) for the shared hosting environment. Packet Pg. 574 POLARISo.zo.a Schedule G Overview of Polaris Hosted Environment - continued Upgrade and Maintenance Process In the shared environment, upgrades are made on a server by server basis and are schedule with all customer! a given server. All work is performed in predetermined and agreed to maintenance window. Almost all upgrade ill require at least one restart of the hardware/software so downtime is unavoidable. Careful scheduling betwee ie Polaris Site Managers and the customers can minimize the impact. Customers are given lead-time via thei to Manager. 0 0 Typically all maintenances are performed during times when the customer is closed. There are a very limited ni er of times when an emergency maintenance may be required and these would also be schedule with the custome '� qo maintenances should occur without customer notification and input. Security c All aspects of the Polaris shared hosting environments are secured against virus and other external attacks . ur redundant firewalls continually scan for all kinds of external attacks and our firewall rules are the most restr ve and only open to the ports and address ranges required. Polaris contracts with a service partner to assist i . ie 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 Cer �d partner and is in constant communication with Microsoft to maintain the security of the Polaris systems. All s c �d hosting servers receive security updates on a weekly basis. The Polaris ILS is fully password protected using in( ry best practices. POLARIS L) CL Packet Pg. 575 D.20.a Schedule H Data Extraction From Dynix Horizon: Estimated number of Patron Records 22,122 Estimated number of Item Records 205,000 Estimated number of MARC Records 130,000 Estimated number of Authority Records 264,148 0 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 FTP must be permitted in order to allow files to be transferred to/from the -- PC to/from a location outside the LAN -Use of VPN is acceptable; -Horizon ci 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; 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. Packet Pg. 576 D.20.b ME D ENT TO AGREEMENT This AMENDMENT is made and entered into as of the date of the last signature of the parties hereto (the "Effective ate"), by and between INNOVATIVE INTERFACES INCORPORATED, a California corporation having its principal place of business at 100 Powell Street, Suite 400, Emeryville,CA 9408 (hereinafter referred to as " nov tive'l, and MONROE COUNTY PUBLic LIBRARY(hereinafter referred to as"Client"and collectively referred to as "the Parties"). WHEREAS, Client and GIS Information Systems., Inc. doing business as Polaris Library Systems (hereinafter referred to as"Polaris")are parties to the Polaris Integrated Library System Contract for Hosted Services effective as of March 1,2010(the"Agreement");and 0 WHEREAS,on March 31,2014 Innovative acquired Polaris and as a result of such acquisition all rights,duties and obligations under the Agreement were transferred from Polaris to Innovative;and WHEREAS, Client desires to license additional Software from Innovative and, in connection with such license,the parties desire to amend the Agreement as set forth in this Amendment;and NOW, THEREFORE, for good and valuable consideration and intending to be legally bound hereby,the parties hereby agree as follows. 1. Software License. Client agrees to license from Innovative the software described in Exhibit I for the price and per the terms specified in Exhibit I attached hereto. cv . Additional License. Subject to the terms of the Agreement, Innovative hereby grants to the Client a limited non-exclusive, non-sub-licensable, non-transferable license (the "Additional Software License") to use the software on a subscription basis (the "Additional Software") �— described in Exhibit I of this Amendment. The term of the Software License will be as > respectively set forth in the corresponding quote in Exhibit 1, and all such Software as described within Exhibit I will be deemed Software (as defined in the GTCs of the Agreement) licensed and supported under the terms of the Agreement. The license granted herein will be for the duration the applicable term as identified within Exhibit 1, and will automatically expire upon the termination or expiration of this Amendment or as otherwise specified in the Agreement. 3. License Term/Renewal. Subject to the early termination provisions as set forth in the Agreement, the term of the Additional Software subscription will be effective for an initial term of three (3)years following the Effective Date of this Amendment(the "Initial Term"). Thereafter the Additional Software will be automatically renewed for additional one(1)year terms,unless either party gives the other not less than ninety(90)days' prior written notice of its intent to terminate the Additional Software subscription effective as of the end of the then- current Term. Commencing upon year 2 and thereafter, Innovative will have the right to increase rates for services being renewed by a maximum percentage equivalent to the greater of 5% or the percentage increase in the Consumer Price Index (CPI-U) over the previous year. 4. Co-Terming. Subject to the terms of the Agreement, the Additional Software subscription term will be prorated to run coterminous with Client's existing software subscription term being October I through September 30. Packet;Pg. 577 D.20.b Except as otherwise amended hereby, the other provisions of the Agreement will remain in full force and effect as of the date hereof. In the event of a conflict between the provisions of this Amendment and the Agreement,the terms of this Amendment will control. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to enter into this Amendment as of the dates specified below. INNOVATIVE INTERFACES MONROE COUNTYPUBLIC LIBRARY INCORPORATED 0 0 2 Signature:_ .. _.__.. __— Signature:_ Hilary N man Print N e: Print Name: _ Title.__ SVP LibraryServices — ....._... Title: Date: November 7,2019 Date: . cv r9 0 Packet;Pg. 578 D.20.b EXHIBIT I Additional Software [APPROVED SUBSCRIPTIONSOFTWARE ICING EXI II ITS FOLLOWS THIS PAGE] 0 0 N PacketiPg. 579 D.20.b 000 0 11,91,11% innovative Pricing Exhibit Date 1014/2019 Innovative interfaces incorporated Quote# EST INC10768 1900 Powell St. Payment Terms Net 30 Suite 400 overall contract Term(Months) 36 Emeryville CA 94608 contract start Date United States Contract End Date Sales Rep Dean Cooper Site Code MONR1643 Expires 12/27/2019 Bill To Ship To Monroe County Public Library Monroe County Public Library 700 Fleming Street 700 Fleming Street Key West FL 33040 Key West FL 33040 United States United States o Currency US Dollar Skyriver License-Term ' 1 SkyRiver Bibliographic Utility 4,275.00 , 4,275A0 `Subscription SkyRiver is a cloud-based service that provides libraries with high quality > bibliographic metadata and user-friendly cataloging capabilities. For use with any ILS.Enables staff to save time and simplify workflows.Key �-- capabilities include:complete MARC format with authorized headings, support for RDA and transition to Linked Data, minimal duplicate results, ongoing search service for hard-to-find records,CIP upgrade notification, > automated localization of records, specialized integration with Sierra and Millennium. > Total Fees US$4,275,00 Packet;Pg. 580 D.20.b innovative Statement of Work This Statement of Work (the"SOW)dated November 7, 2019 is entered into pursuant to the Master Professional Services Agreement between Monroe County Public Library ("Client") and Innovative Interfaces Incorporated("Innovative")effective as of March 13,2017(the"Agreement"). Innovative and Client may each be referred to as "Party" from time to time or collectively as "Parties". A. Purpose of this Statement of Work This SOW outlines the Professional Services that will be provided by Innovative in order to implement the SkyRiver implementation purchased under the License Agreement for Monroe County Public Library. The SOW provides an overview of the scope of the project and cost to e® complete the engagement based on Innovative's prior experience with similar projects and 2 preliminary discussions with Client. The Client hereby acknowledges that the SOW is not meant to capture all detailed requirements but documents the high level requirements and implementation approach discussed and that additional detailed requirements discussions will CD o be required to outline the full scope of work between the Parties. B. Project Scope of Services The Scope of the project includes the following set of professional services: 1. SkyRiver Installation Innovative will install and configure SkyRiver software and the database. Includes online r9 training. Specific services to be delivered: • Configuration of SkyRiver central server • Granting access to necessary software ports,to allow access to servers and services E • Account creation and configuration • One Time Web-based training on the use of the SkyRiver client software • Testing of record export All specified work includes,where necessary: 1) Project management 2) Requirements consultation between client and Innovative 3) Installation and configuration of the purchased software modules on a single production environment. If installation and configuration is required to be performed on additional server environments, additional fees will apply. 4) Post-implementation testing 5) Remediation of post-implementation issues,found during our own testing or found by the client No work will be performed, on the client's production environment,without prior notification to, and approval from,the client. Work will be performed in pre-specified maintenance windows, as agreed upon in advance by the client and Innovative. Packet;Pg. 581 D.20.b C. Fees and Payment Terms Fees for Services delivered under this SOW will be charged on a fixed price basis as set forth in the Innovative Pricing Exhibit EST-IC1079 attached herewith. Payment terms for this SOW are as set forth in the Professional Services Agreement, This Statement of Work estimate is valid for 30 days. Work is deemed to be accepted as delivered. Any delays in deliverables that are attributable to the customer may result in additional Services fees. D. Innovative Services Tea The Services Team will have the following resources available for this project: 1. Library Consultant: Will be responsible for all tasks associated with the Skyiver 0 Implementation,when installed as an add-on to an existing Innovative Library. 2 E. Client Implementation Team 1. Technical Lead: Will be responsible for assisting with client responsibilities related to server access as well as any other system level duties required by client. F. Implementation Assumptions 1. Client will have adequate resources available to ensure timely completion of any library tasks outlined in the project schedule. U) . Timeline for the completion of this project will be established,through joint planning conversations between the client and Innovative during the initial stage of the project. 0 IN WITNESS WHEREOF each party has caused this SOW to be executed by its duly authorized representatives. l Client Invativ �...__._..._. - _..._.—- -. _......_..._...._ ._ ......._......_ _ ..........._........ .._..w._....._.... Monroe County Public Library cts Innovative Interfaces Incorporated By: B __.. wName: Name: Hilary Newman l Title. Tale SVP Library Services _. - _----_---------------- _......... ___._._ __._...__.____...... Date: Date: November 7,2019 STATEMENT OF WORK--Innovative interfaces,€nc. Packet;Pg. 582 D20.b Pricing Exhibit innovative Date 1014t2019 Quote 9 EST INC10769 Innovative Interfaces Incorporated 1900 Powell St. PaymentTenns Net 30 Suite 400 Sales Rep Dean Cooper Emeryville CA 94608 Technical Contact CU5019 Monroe County Public Libr.... United States site code MONRI643 Expires 1 212 7/2 01 9 Bill To Ship To Monroe County Public Library Monroe County Public Library 700 Fleming Street 700 Fleming Street Key West FL 33040 Key West FL 33040 United States United States 0 Currency US Dollar SkyRiver f Services 1 SkyRiver Implementation 3,600.00 3,420.00 .0 Implementation Total Fees US$3,420.00 Cv r9 0 Packet iPg. 583