Item T02 T.2
County of Monroe P W
;� w 1rJ� BOARD OF COUNTY COMMISSIONERS
r,�� Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5
y Michelle Lincoln,District 2
James K.Scholl,District 3
Ij David Rice,District 4
County Commission Meeting
January 18, 2023
Agenda Item Number: T2
Agenda Item Summary #11565
BULK ITEM: Yes DEPARTMENT: Public Libraries
TIME APPROXIMATE: STAFF CONTACT: Anne Layton Rice (305) 292-3594
N/A
AGENDA ITEM WORDING: Approval of an amendment to a contract(original date January 21,
2010, see attached) with Clarivate (previously Innovative and Polaris) to purchase enhancements to
customer interfaces.
ITEM BACKGROUND: The Monroe County Public Library System contracts with Clarivate
(previously known as Innovative Interfaces, Inc. and Polaris) for our integrated library system (IL,S).
This amendment allows the purchase of enhancements to customer interfaces and communications.
The total cost for implementation and training is $40,449.05 and will be paid out of the Library's
State Aid Grant and Libraries Admin Support fund.
PREVIOUS RELEVANT BOCC ACTION:
121912021-BOCC Approved an amendment to contract with Innovative Interfaces, Inc. (originally
Polaris) to purchase 14 additional SIP2 licenses to allow the new equipment added to the Library
system through the DLIS ARPA grant to access the ILS. The total cost for licenses is $1435.00,paid
out of the Library's State Aid Grant fund.(BOCC Agenda Item 10009)
121912020-BOCC Approved an amendment to contract with Innovative Interfaces, Inc. (originally
Polaris) to augment current circulation capabilities and services with hardware and third party
software for the new Marathon branch library, including self-checkout,printing, self-pay station, PC
reservations, and more at a one time cost of$60,799.94, funded from Library Impact Fees (BOCC
Agenda Item 7394)
411 512 02 0 -BOCC Approved an amendment to contract 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. (BOCC Agenda
Item 6681)
411 512 02 0 -BOCC Approved an amendment to contract with Innovative Interfaces (originally
Polaris) to subscribe to SkyRiver, a bibliographic tool for Library cataloging, at a cost of$3,420.00
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for set up/implementation and$4,275.00 annually for a three-year subscription. (BOCC Agenda
Item 6681)
911812019 -BOCC Approved an amendment to a contract 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. (BOCC Agenda Item 6026)
811512018 -BOCC Approved an amendment to original contract of March 1, 2010, between Polaris
Integrated Library System (acquired by Innovative Interfaces Incorporation on March 31, 2014) and
the Monroe County Public Library, to license additional software, as outlined in the attached
amendment. (BOCC Agenda Item 4600)
112010 -BOCC approved the original contract with Polaris for the ILS
CONTRACT/AGREEMENT CHANGES:
Amendment to agreement to purchase system enhancements for user experience.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
5th Amendment with Exhibit
Polaris Contract Hosted Services January 2010 signed(3)
1 st Amendment 08_15_2018
2nd Amendment 09_18_2019
3rd Amendment 04_15_2020
4th Amendment 12_08_2021
FINANCIAL IMPACT:
Effective Date: 01/18/2023
Expiration Date: N/A
Total Dollar Value of Contract: $40,449.05
Total Cost to County: $40,449.05
Current Year Portion: $40,449.05
Budgeted: Yes
Source of Funds: 125- 62019 State Aid Grant to Libraries; 001-62023 Libraries Admin
Support
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: No
Insurance Required: N/A
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Additional Details:
O1/18/22 125-62019 - STATE AID TO LIBRARIES ($37,902.52)
State Aid to Libraries Grant
O1/18/23 001-62023 - LIBRARIES ADMIN SUPPORT ($2,546.53)
Libraries--Admin--Subscriptions
Total ($40,449.05)
REVIEWED BY:
Kimberly Matthews Completed 12/21/2022 1:07 PM
Christina Cory Completed 01/05/2023 8:07 AM
Purchasing Completed 01/05/2023 8:28 AM
Budget and Finance Completed 01/09/2023 3:45 PM
Brian Bradley Completed 01/10/2023 9:48 AM
Lindsey Ballard Completed 01/10/2023 10:20 AM
Board of County Commissioners Pending 01/18/2023 9:00 AM
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5fh AMENDMENT TO AGREEMENT
This AMENDMENT is made and entered into as of the date of the last signature of the
parties hereto (the "Effective Date"), by and between INNOVATIVE INTERFACES E
INCORPORATED, whose address is 3133 W. Frye Road, Suite 400, Chandler, AZ 85226
(hereinafter referred to as "Innovative"), and the MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS, whose address is 1100 Simonton Street, Key West, FL 33040, on behalf of
the MONROE COUNTY PUBLIC LIBRARY, (hereinafter referred to as "Client", and
collectively referred to as "the Parties").
WHEREAS, Client and GIS Information Systems, doing business as Polaris Library
Systems (hereinafter referred to as "Polaris"), are parties to the Polaris Integrated Library Systems
Contract for Hosted Services effective 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 U
WHEREAS, Client desires to purchase hardware license and additional third parry
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: 0
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1. Software License. Client agrees to license from Innovative the hardware and third
parry software described in Exhibit 1 for the price and per the terms specified in Exhibit 1,attached ,E
hereto and made a part hereof.
2. Additional License. Subject to the terms of the Agreement, Innovative hereby
grants to Client a limited non-exclusive, non-sub-licensable, non-transferable license (the ;2
"Additional Software License") to use the software on a subscription basis (the "Additional X
Software") described in Exhibit 1 of this Amendment. The license granted herein will be for the
duration of the applicable term as identified in Exhibit 1 and will automatically expire upon the 3:
termination or expiration of this Amendment or as otherwise specified in the Agreement.
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3. License Term. Subject to the early termination provisions as set forth in the
Agreement, the Subscription of the software identified within Exhibit 1 will be effective for an �E
initial term of three (3)years following this Amendment's Effective Date (the "Initial Term").
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4. Co-Terming. Subject to the terms of the Agreement,the Parties hereby agree that
the Additional Software subscription term will be pro-rated and will run conterminous with
Client's existing software subscription term being October 1 through September 30.
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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.
as
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to enter into this Amendment as of the dates specified below.
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(SEAL) MONROE COUNTY BOARD OF
Attest: KEVIN MADOK, Clerk COUNTY COMMISSIONERS, on behalf of the
MONROE COUNTY PUBLIC LIBRARY
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By: By:
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INNOVATIVE INTERFACES INCORPORATED
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Date: 1/5/23
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EXHIBIT 1
Additional Software
[APPROVED SUBSCRIPTION SOFTWARE PRICING EXHIBITS FOLLOW THIS PAGE]
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ORDER II
Order Form Date: November 29,2022 Innovative Interfaces Incorporated ("Clarivate")
3133 W Frye Rd,Suite 400 E
Chandler,AZ 85226 qy
United States 0
Your use of the products and services set forth below are governed by the Clarivate Terms here: https,.//clarivate.com/terms-of-business(the"Terms")
which are incorporated by reference into this order form. py
CLIENT DETAILS
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Contracting Entity Monroe County Public Library
(0°Client"):
Client Address: 700 Fleming Street CL
Key West, FL 33040
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PRODUCTS/SERVICES DETAILS
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Product(s)/Service(s)
s described in the attached Pricing Exhibit(s)and/or Statement(s)of Work
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ADDITIONAL TERMS
GOVERNING LAW&JURISDICTION: Florida
RENEWAL TERM: Autorenews for consecutive 12-month terms following the expiration of the overall contract term in the pricing exhibit("Initial Term")
unless either party provides at least ninety(90)days'notice of nonrenewal before the end of the then current term. C
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FEES: Payment terms are Net 30.We may increase the fees each calendar year by up to 5%. Fees will be co-termed to align your billing to the same C
Term.
LICENSE LEVEL:Your Authorized Users include your worldwide employees,third-party auditors,agents and contractors up to the maximum number of (D
licenses purchased. Unless you have purchased a perpetual license, rights continue until the end of the term of the service. E
PRODUCT SPECIFIC TERMS: Certain Products you are purchasing have additional terms which are attached as addenda to this Order Form. In the
event of a conflict with the Terms,these Additional Terms will control solely for the applicable Product. E
SIGNATURE
This Order Form is effective when signed and returned to us within ninety(90)days from the Order Form Date. We may, in our sole discretion,accept
this Order Form if returned to us after such date. Modifications require our prior approval and void any previous signatures.
Signed on behalf of Clarivate Signed on behalf of Client
Signature: Signature: (D
(D
Print Name: Jeff Anusbigian Print Name: E
Title: Vice President,Sales Operations Title:
Date: December 15,2022 Date: E
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PRODUCT / ICE TERMS
In addition to the Terms,your use of the below listed products are subject to these additional terms and conditions:
Vega,Innovative Mobile,Innovative Phone Alerts or Software-as-a-Service
1. License.We will provide you with subscription access via a website to our Integrated Library System solution known as"Vega".
Client and,where applicable, its Authorized Users may access and use Vega (including any client configurations) (i)only for the
management of the library and for servicing its patrons(including permitting Authorized Users to search library catalogues),and not
on an outsourced basis,as a service bureau,for resale,or similarly on behalf of or for the direct or indirect benefit of third parties,
and (ii)only in accordance with the other terms of this Agreement.
2. New Releases.The license granted to you pursuant to this Agreement will include,at no additional cost,a license to use all newCL
scheduled major releases, service pack releases,and hot fixes of the software offered generally by Clarivate to its clients during the 0
term of this Agreement(collectively, "New Releases"). "New Releases"do not include new or additional modules,applications or
other software now or hereafter offered by Clarivate,each of which require a separate license and payment of additional license y
fees.Additional fees may be required for implementation of New Releases.
3.Aggregated Data. In addition to the rights set forth in the Terms,we may use your Content and otherwise collect information C3
related to your use of our product to create and use aggregate, non-identifying and anonymized data ("Collected Data"). Client _
acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use
Collected Data.
4.Authorized Users. Patrons fall within the number of Authorized Users on your Order Form.
5. Early termination.Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next
annual anniversary of the term if Client's budget(funding) is eliminated and Client provides written evidence of the elimination of
Client's budget(funding),such evidence to be in the form and substance reasonably requested by Clarivate.
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Requesting support. Support includes issue analysis,support case management, prioritization of issues,tracking and investigation of
issues and explanation of error messages.You must provide us with the information we need to resolve your problem.This includes
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relevant contact information,details about the problem,error messages, user IDs,and any other necessary information. If you have CL
problems using our software,your designated administrators can contact us during normal hours.Your administrator will be provided an 0
internal portal to report issues and review their status.
Response. We will use commercially reasonable efforts to meet the service level objectives stated below.Target response times to
confirm receipt and begin troubleshoot and diagnosis of the problem are below. Resolution times cannot be guaranteed,although we J2
undertake every effort to resolve your issues as soon aspossible. U
Priority Response Criteria 3:
Severity 1 Business hour A major component of the software is in a non-responsive state and
severely affects library productivity oroperations.A high impact problem
that affects the entire library system. Widespread system availability, �
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production system isdown �
Severity 4 Business hours Any component failure or loss of functionality not covered in Severity 1 .
that is hindering operations, such as, but not limited to:excessively slow 'L_
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response time,functionality degradation; error messages; backup �0
problems; or issues affecting the use of the module or the data
Severity 2 Business Days An issue(other than a Severity 1 or 2)which (a) has no direct and
material impact on business processes' (b) has an impact only on a
segment of users, or(d does not yet disrupt time-critical business E
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processes. �~
Severity as promptly asis Non-performance related incidents, including:general questions,
reasonably practical requests for information, documentation questions, enhancement lX
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requests.These will be logged but no immediate action will betaken. We
will generally monitor the situation but will not be obliged to provide any —
solution.
Escalation Path. If you do not receive a response within the timeframe designated above, please reach out to your Account Manager.
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Hosting Services *m
Service availability
We endeavor to ensure 99.596 availability of our software and make commercially reasonable efforts to schedule maintenance and UM
system upgrades during the weekends or outside regular business hours(ie a�erre�u|arendofbusinessPaci�cTimeandb�ore�a�
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of business EasternTime)with reasonable notice.Availability is calculated loydividingthe numberof minutesthe softwarewas available
during the Measured Period by the total sum of the minutes in the Measured Period less any Excluded Downtime.
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For the purposes of this calculation, (i) the Measured Period is a calendar year and (ii) the Excluded Downtime includes scheduled
downtime for system maintenance and release updates,as well as any service unavailability attributable to your breach, any actions or E
omissions by you or your users, causes beyond our control,or separate instances of unavailability of less than 5 (five) minutes duration U
each, provided such instances are not of a persistent nature.
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If availability falls below 99.5% in a month for three consecutive months,you will be entitled to a credit equal to the prorated amount
of the fees for hosting services for any time during such three-month period in which the software was unavailable(other than Excluded
Downtime). This credit will be your exclusive remedy for such unavailability. U)
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SecUrity Controls
We take reasonable and appropriate administrative,technical and physical measures to protect the confidentiality, integrity and
availability of your data; however, security and compliance is a shared responsibility between you and Clarivate. Our responsibilities, QL
including those managed by Clarivate hosting partners,are described below.You should take into consideration any special 0
configurations or third-party applications and your responsibilities depending on any applicable laws and regulations.
The table below sets forth the features of our standard cloud-based hosting option. Premium support may be available for an
additional cost. U
Feature Standard
24x7 network monitoring ✓
Dedicated production environment ✓
99.5% guaranteed infrastructure uptime ✓
Dedicated public IP address and custom URL ✓
Operating system installation and management ✓ 76
Library software installation and upgrades ✓ �s
Data backups Daily 0
rchive data backup retention 30 days 0
Network Systems Audit Logging.All network logon activity and password changes are logged, monitored, controlled and audited.All
intrusion detection and firewall log monitoring is done through services provided by the Hosting Provider.The pertinent log files and
configuration files related to customer's hosted solution are retained for seven days and can be made available upon request for audit
and problem resolution,as may be required.
Encryption. Encryption for data-in-transit is provided as a part of the Standard Plan.
Network Monitoring.All network systems and servers are monitored 24/7/365. We will monitor its systems for security breaches,
violations and suspicious activity.This includes suspicious external activity(including,without limitation, unauthorized probes, scans
or intrusion attempts)and suspicious internal activity(including,without limitation, unauthorized system administrator access,
unauthorized changes to its system or network, system or network misuse or program information theft or mishandling). Innovative
will notify Client as soon as reasonably possible of any known security breaches or suspicious activities involving Client's production
data or environment, including,without limitation, unauthorized access and service attacks,e.g.,denial of service attacks.
Physical Security.The physical infrastructure used to support the product(and other professional services purchased by you from E
Clarivate,as applicable), including the servers, storage, switches,and firewalls, are provided by the hosting provider.The hosting
provider limits access to only authorized personnel,and badge and/or biometric scanning controls access. Security cameras placed in `
the hosting facilities provide video surveillance.
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Audit and Security Testing. Hosting providers perform regular security audits and testing.You may not perform own audits of hosting
providers.
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Security Assessments. Client may perform vendor due diligence reviews of Innovative's security best practices. Innovative undergoes
annual audits by independent firms and will share its security certifications,and audit reports under Non-Disclosure, as requested by
Client. E
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Information Security Auditing/Compliance. Our hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by
independent third-party audit firms.We also hold the internationally-recognized ISO 27001:2013 standard for its information security
management system supporting the hosting solutions. We partner with hosting providers who are designed to satisfy requirements of
most security sensitive customers with constant monitoring, high automation, high availability, and highly accredited to global security
standards, including: PCI DSS Level 1, ISO 27001, FISMA Moderate, Fed RAMP, HIPAA, and SOC 1(formerly referred to as SAS 70 and/or U)
SSAE 16)and SOC 2.We offer hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland,Australia 0
and the Asia-Pacific region, however, Clarivate reserves the right to increase, decrease and/or relocate its datacenters at anytime.
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Your responsibility. Client remains responsible for properly implementing access and use controls and configuring certain features and CL
functionalities of the software that Client may elect to use in the manner that Client deems adequate to maintain appropriate 0
security, protection, deletion, and backup of its data.
Disclaimer U
Support services do not include visits to your site,any services for third party equipment or software, problems stemming from a change _
you made to the software,or consulting services related to client specific configurations or implementation (such as interactions between
the software and your hardware,installations at your site,assistance with acceptance testing,client specific templates or reports,etc).
We have no obligation to correct any error resulting from a failure by you to implement a third-party software modification or update
recommended by us and provided to you at no charge.
We are not responsible for downtime or any other failure to meet the availability requirement if the root cause of the disruption is(i)
your breach of the agreement; (ii)your failure to use minimum recommended browser standards for access to and use of the software;
or(iii) outside of our control including, but not limited to,failures of hardware or software of upstream service providers or at your
location or improper use of the software.Any additional services which you may request and we may agree to perform will be billed on a 0
time and materials basis subject to our current applicable rates. 0
Changes to Support Policy
This policy may be updated by us from time to time, in our sole discretion.
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i� n ova ,i Pricing Exhibit
IF"art of Clarivatle
Date 11/27/2022
Quote# EST-INC15721
Innovative Interfaces Incorporated
3133 W.Frye Rd. Payment Terms Net 30
Suite 400 Overall Contract Term(Months) 36
Chandler AZ 85226 Contract Start Date
United States Contract End Date
Sales Rep Wendell Butler
Site Code MONR1643
Expires 2/25/2023
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
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i� n ova ,i Pricing Exhibit
IF"art of Clarivatle
Date 11/27/2022
Quote# EST-INC15722
Innovative Interfaces Incorporated
3133 W.Frye Rd. Payment Terms Net 30
Suite 400 Sales Rep Wendell Butler
Chandler AZ 85226 Technical Contact CU5019 Monroe County Public Libr..
United States Site Code MONR1643 cy
Expires 2/25/2023
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 U)
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i� n ova ,i Pricing Exhibit
IF"art of Clarivatle
Date 11/27/2022
Quote# EST-INC15723
Innovative Interfaces Incorporated
3133 W.Frye Rd. Payment Terms Net 30
Suite 400 Overall Contract Term(Months) 36
Chandler AZ 85226 Contract Start Date
United States Contract End Date
Sales Rep Wendell Butler
Site Code MONR1643
Expires 2/25/2023
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 t)
United States United States
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i� n ova ,i Pricing Exhibit
IF"art of Clarivatle
Date 11/27/2022
Quote# EST-INC15724
Innovative Interfaces Incorporated
3133 W.Frye Rd. PaymentTerms Net 30
Suite 400 Sales Rep Wendell Butler
Chandler AZ 85226 Technical Contact CU5019 Monroe County Public Libr..
United States Site Code MONR1643 cy
Expires 2/25/2023
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 U)
United States United States
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Statement of Work
This Statement of Work (the "SOW") dated November 29, 2022, is entered into pursuant to the
Order Form between Monroe County Public Library ("Client") and Innovative Interfaces
Incorporated ("Innovative") effective as of November 29, 2022 (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
The SOW provides an overview of the scope of the project and fees to complete the
engagement based on Innovative's prior experience with similar projects and preliminary 0
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 be required to
0.
outline the full scope of work between the Parties. 0
B. Project Scope of Services
The Scope of the project includes the following set of professional services:
1. Vega Discover+Implementation
a) Innovative will install Vega Discover+software.
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Specified work includes, where necessary:
1) Project management
2) Requirements consultation between Client and Innovative E
3) Installation and configuration of the purchased software modules on a single
production environment. 0
4) Post-implementation testing
5) Remediation of post-implementation issues, found during Innovative testing or
found by the Client during the implementation period E
6) Minimum scope of service to include:
• Provisioning of a single production Vega Discover+ environment, and
connection to Client's production ILS
• Synchronization of production ILS and Vega Discover+databases
• Configuration training session for Vega Discover+
• Product Overview session for Guides
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• Consultation on Best Practices for use of Guides
• Introduction to Pendo administration web interface
• Publishing of 1st Guide
No work will be performed on the Client's production environment without prior notification E
to, and approval from, the Client. Work will be performed in pre-specified maintenance
windows, as agreed upon in advance between the Client and Innovative. E
Any requested work, outside of the specifications listed above, will be quoted at an LO
additional cost, and written approval must be provided by the Client before work can
proceed.
C. Innovative Services Team
The Services Team will have the following resources available for this project:
Page 13 of 16
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T.2.a
1. Project Manager: Project Managers have years of project management experience and
have implemented library systems for many libraries.
2. System Engineer: System Engineers work with the Client on ILS setup and configuration
as well as installations, network connections, and infrastructure configuration.
D. Client Implementation Team
1. Technical Lead: Will be responsible for assisting with Client responsibilities related to the
installation and any other system level duties required by Client. E
E. Implementation Assumptions U)
0
U)
1. Client's production ILS environment must be running the current General Availability("GA")
version of the software, or later.
2. Client will have adequate resources available to ensure timely completion of any library
0
tasks outlined in the project schedule.
3. 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.
4. Client will provide a technical point of contact who is able to provide, or coordinate access
to, necessary information and Client resources. This includes information related to server
access, collecting and providing any prerequisite information required to support
installation and configuration of software,and other needs that may arise during the project.
E
F. Fees and Payment Terms
Fees for Services delivered under this SOW will be charged on a fixed price basis as set forth 76
in the Innovative Pricing Exhibit EST-INC15722 attached herewith and are made in good faith E
based on the activities, approach, and assumptions contained within the SOW. Payment terms
for this SOW are as set forth in the Agreement. Any additional Change Requests will be 0
performed at a blended rate of $200 per hour for all resources. Additionally, Client is
responsible for all reasonable out-of-pocket costs and expenses incurred during this SOW.
Pricing assumes that deliverables in this Statement of Work are completed within six months E
or additional Services fees will apply.
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Page 14 of 16
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T.2.a
Statement of Work
This Statement of Work (the "SOW") dated November 29, 2022, is entered into pursuant to the
Order Form between Monroe County Public Library ("Client") and Innovative Interfaces
Incorporated ("Innovative") effective as of November 29, 2022 (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
The SOW provides an overview of the scope of the project and fees to complete the
engagement based on Innovative's prior experience with similar projects and preliminary 0
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 be required to
0.
outline the full scope of work between the Parties. 0
B. Project Scope of Services
The Scope of the project includes the following set of professional services:
1. Vega Promote Implementation
a) Innovative will provision Vega Promote.
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All specified work includes, where necessary:
1) Project management
2) Requirements consultation between Client and Innovative E
3) Provision single Vega Promote environment
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4) Training and consultation 0
0
5) Remediation of post-implementation issues, found during Innovative testing or
found by the Client during the implementation period.
6) Support from Innovative during launch of first Vega Promote marketing campaign. E
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 between the Client and Innovative.
Any requested work, outside of the specifications listed above, will be quoted at an
additional cost, and written approval must be provided by the Client before work can LU
proceed.
C. Innovative Services Team
E
The Services Team will have the following resources available for this project:
1. Project Manager: Project Managers have years of project management experience and E
have implemented library systems for many libraries.
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2. System Engineer: System Engineers work with the Client on provisioning, configuration,
network connections, and infrastructure configuration.
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3. Trainer/Consultant: Your trainer/consultant is selected based on their knowledge of the
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specific modules and options that you will be implementing.
Page 15 of 16
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T.2.a
Client Implementation Team
1. Librarian Lead — Works closely with Innovative to ensure requirements are clear and
representative of the needs of the library. The Librarian Lead will coordinate with key
members of the team as required.
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D. Implementation Assumptions
1. Client's production ILS environment must be running the current General Availability("GA")
version of the software, or later. E
2. Client will have adequate resources available to ensure timely completion of any library U)
tasks outlined in the project schedule.
U)
3. 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.
4. Client will provide a technical point of contact who is able to provide, or coordinate access 0
to, necessary information and Client resources. This includes information related to server
access, collecting and providing any prerequisite information required to support
installation and configuration of software,and other needs that may arise during the project.
U
E. 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-INC15724 attached herewith and are made in good faith
E
based on the activities, approach, and assumptions contained within the SOW. Payment terms
for this SOW are as set forth in the Agreement. Any additional Change Requests will be
performed at a blended rate of $200 per hour for all resources. Additionally, Client is
responsible for all reasonable out-of-pocket costs and expenses incurred during this SOW. 76
Pricing assumes that deliverables in this Statement of Work are completed within six months
or additional Services fees will apply. 0
0
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Page 16 of 16
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PO
C3 IJI. AIRIS
Integrated Library System
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CONTRACT
FOR HOSTED SERVICES
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JAN UARY 21 st, 2010
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Monroe CountyPublic Librar y�
Key West., Florida
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Polaris Library Systems
PO BOX 4903 • SYRACUSE, NY 13221-4903
1-800-272-3414 9 FAX 1-315-457-5883 •
http://www.polaristibrary.com
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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"). 0
WITNESSETH:
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WHEREAS, Polaris has developed a computerized system (hereinafter referred to as"Polaris ILS"&)consisting of 0
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: U
1. Definitions
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. 76
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,
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
Polaris, and which may be modified, added to, or replaced during the term of this Agreement provided
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
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. t0
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2. Furnishing of Deliverables
Based on the statistics in Schedule A, which the LIBRARY agrees are reasonably correct as of the date of 0
this Agreement, Polaris will provide Services as detailed in the following Schedules at the fees indicated ;
in Schedule D:
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Schedule B: Hosted Services
Schedule C: Polaris ILS Software
Schedule D: Cost Summary
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POMRIS
Schedule E: Enhanced Data Content for PAC
Schedule F: PC Workstation Requirements
Schedule G: Overview of Polaris Hosted Environment
Schedule H: Data Extraction
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3. Installation Schedule
3.1.Following the signing of this Agreement, the LIBRARY and Polaris will mutually agree on an CL
Implementation Plan which shall include, but not be limited to, identification of all required tasks, a 0
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.
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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.
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
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
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 E
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,
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
under any bankruptcy, insolvency or reorganization proceedings.
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. t0
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5. Return or Destruction of Licensed Software LM
If this Agreement is terminated, whether for cause or convenience, and the right to continued use of the 0
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
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T.2.b
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.
0
6. Payment U'
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 CL
rate(s) for 1 year from the execution of this Agreement. Costs for additional Third Party software, 0
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. c)
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
past due and undisputed by the LIBRARY, the LIBRARY agrees to pay interest at 1%per month (effective 0
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. E
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.
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
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 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.
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. t0
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7. Licenses LM
7.1 Polaris hereby grants to the LIBRARY a non-transferable, non-exclusive, and non-sublicenseable license 0
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.
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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.
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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 0
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 CL
form to any third party except to the LIBRARY's employees, or to agents directly concerned with licensed 0
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.
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: 76
hardware Firewall,
anti-virus software, o
LIBRARY-specific network components and connectivity, o
0
PC Workstations and maintenance,
Scanners and maintenance,
Printers and maintenance,
Uninterruptible Power Supplies,
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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
with the LIBRARY following execution of this Agreement.
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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.
8.4. During the implementation process, the LIBRARY will provide Polaris with reliable remote access to their U)
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 A
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
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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.
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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 CL
operation of said LIBRARY Equipment. o
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.
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.
76
11.2.All licensed Polaris ILS Software Materials contain Polaris proprietary information, use of which is limited
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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
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.
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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.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER TYPE WHETHER
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. 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. t0
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13. Support Services
13.1.Support Services constitute Software Maintenance and Hosted Services - as defined under Schedule B 0
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
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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. 0
13.3.Each type of program service and maintenance specified will be available unless discontinued by Polaris
upon one hundred and eighty (180) days written notice. CL
0
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. U
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
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.
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. E
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
its option at no additional expense to the LIBRARY either to procure for the LIBRARY the right to continue
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.
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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
without Polaris' express permission and in direct breach of Article 7.3. herein.
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14.4.The foregoing states the entire obligation of Polaris with respect to infringement of patents or
copyrights.
15. Limitation of Remedies 0
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 0
this Agreement, may be brought by either party more than two (2) years after the cause of action has ;
arisen.
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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.
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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.
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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 OTHER
CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF Polaris HAS BEEN ADVISED, KNEW OR CL
SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. 0
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. c)
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 only and shall not
control or affect the meaning or construction of any provisions of this Agreement. o
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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 E
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.
21. Assignments
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)
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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.
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23. Whole Agreement o
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 t0
herein. The signatories acknowledge reading, and agree to comply with, all terms and conditions. U)
24. Force Maieure 0
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
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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.
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25. Indemnification
Polaris agrees to indemnify, hold harmless and defend the LIBRARY and its agents, officials and
employees from any liability, claim or injury, related to or caused by fault or negligence of Polaris CL
employees or subcontractors. 0
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
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
is in written form and which is marked confidential, shall be held in confidence and used only in o
performance of services under this Agreement. Both parties shall exercise the same standard of care to
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 CID
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
delayed or withheld by Polaris in the event of any legal proceeding initiated by either party.
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IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement, which shall inure to
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the benefit of and be binding upon the successors of the respective parties, as of the last date indicated
below. �s
76
ACCEPTED OR THE Y ACCEPTED FOR POLARIS LIBRA SYSTEMS
By: By;
to�® ��e.v� 'r
Title: o, Title: President, Polaris Library Systems
Date: 7 2010 Date:
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@ ' SO FORM
M FOR POLARIS LIBRARY SYSTEMS
By � �+, �,� �'-;'
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Title: Manager, ; ont cts and Proposals
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Schedule A
Library Statistics
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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
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5. Items Issued Annually 412,000
6 Staff Client Licenses 35
7.Dedicated PAC Workstations 12
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7. Name and address of main LIBRARY location: �s
Monroe County Public library
700 Fleming Street
Key West, FL 33040 0
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8. Other locations: E
Big Pine Library E
Marathon Library
Islamorada Library
Key Largo Library
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POMRIS
Schedule B
Hosted Services
One-Time Services Description CL
■ 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 U
■ '/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
Data Migration Extraction Et migration of bibliographic, authority, item, patron and 76
transaction records from Horizon.
0
PAC Customization Using SA and language editor o
Software Polaris server software and staff licenses
E
Polaris ILS Software Materials One (1) complete set of Polaris ILS documentation + 1 CD
E
On-Going Services Description <
Use of Hardware Et 3rd Party Ongoing use of requisite hardware and 3rd party software licenses
Software
2M
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 N
■ load server operating system patches
■ upgrade Polaris ILS servers to all new releases
■ load operating system patches on servers
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■ 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 0
■ 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) c,
MA
Periodic Maintenance Polaris reserves the right to perform periodic maintenance on the
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,
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POMRIS
Schedule C
Polaris ILS Software
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• Polaris ILS Database (full and documented schema available via Extranet)
• Z39.50 Server CL
• 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
• 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
System Administration (familiar Directory / Tree structure with point-and-click options) 0
• 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 N
• Acquisitions
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Optional Software/Services:
Product Price
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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 0
Course Reserves $1,500 + maintenance U
MA
Outreach Services $2,000 + maintenance LM
Debt Collection Interface $1,200 + maintenance 0
Additional Manuals (one-time cost per set) $250
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Schedule D
Cost Summary
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Service Description Year One Costs
Training (11 days) $15,800
Implementation Services $5,600
Hosted Services $4,500
Data Extraction 8t Migration from Horizon $17,000 U
Children's interface to PAC N/C
Spanish language interface to PAC $5,000
PAC Customization N/C
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Enhanced Data Content for PAC Subscription $2,895
Polaris Software $70,250
Includes:
• Polaris Server Software
• 35 Staff Licenses
• Unlimited PAC access 0
• 6 SimplyReports Licenses
Total Year One - Due on Live Date $121,045 E
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Service Description Year Two Costs
Software Maintenance 8t Hosted Services $18,680
Enhanced Data Content for PAC Subscription $3,010
Total Year Two $21,690
Due one (1) year from Live Date
N
Service Description Year Three Costs
Software Maintenance 8t Hosted Services $19,614
Enhanced Data Content for PAC Subscription $3,130
Total Year Three $22J44
Due two (2) years from Live Date
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Schedule E
Enhanced Data Content for PAC
Subscription Service to Syndetic Solutions
CL
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 U
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):
Component Annual Cost E
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
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PW Review (includes Criticas Review) $198
LJ Review $198 CN
SLJ Review $198
Choice Review Not Selected
Booklist Review $198
Horn Book Review
Not Selected
Kirkus Review
Not Selected
Spanish $148
German Not Selected
0
Video 8t Music 1 $239 U
Video &t Music Profiles $239
Total Annual Subscription Fee $2,895
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Note: Annual Subscription Fee will become due on the Live Date of the system.
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Schedule F
PC Workstation Requirements
Technical Service/Staff Access Workstations and Patron Access Workstations-
CL
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
0
Terminal Services
The minimum requirement for Remote Desktop Connection (RDC)for Terminal Services(by Microsoft) E
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, E
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
Microsoft. U'
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:
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• Remote Desktop Connection Client on a client computer running Microsoft Windows XP
Professional, or Microsoft Windows VISTA.
• Remote Desktop Connection Client on a thin client running Microsoft Windows CE, or 0
Microsoft Windows XPe
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• A reliable network connection with low network latency <100ms between the client and
terminal server. U
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Schedule G
Overview of Polaris Hosted Environment
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
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.
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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 0
DLT tape media. Data restoration is accomplished with standard restoral procedures in a MS Windows
environment. This process is tested on a regular basis.
The servers have hot-swappable drives that can be switched out in the event of a drive failure. The
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 M
Polaris provides N+1 UPS and circuit redundancy with dual diversely routed feeds off the grid. This is U)
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backed 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 U)
provides temperature and humidity controls with centralized monitoring and alarming. Any six units 2
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 0
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)
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Servers 0
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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.
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Schedule G E
Overview of Polaris Hosted Environment -
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continued 0
Upgrade and Maintenance Process
0
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.
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 0
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.
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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.
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Schedule H E
Data Extraction
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From Dynix Horizon:
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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
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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 0
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
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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;
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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.
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���couerac
y �r Kevin Madok, cPA
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DATE: September 05, 2018
TO: Abra Campo
County Attorney's Office E
FROM: Sally M. Abrams, D.C.
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SUBJECT: August 15, 2018, BOCC Meeting -Approved Agenda Item
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Attached is an electronic copy of the executed agenda item listed below for your handling.
T2 Board granted approval and authorized execution of an amendment to the original
Contract of March 1, 2010, between Polaris Integrated Library System (acquired by
Innovative Interfaces Incorporation on March 31, 2014) and the Monroe County
Public Library, to license additional software, as outlined in the attached amendment
Please contact me at extension 3550 with any questions.
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KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 3293
Avi i,,.\i)m ,Nr'ro
ACREEMEAT
]'his ANIENA)MENT is made and entered into as of'tire date of the last signature of tire parties E
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hereto (tire "E C
,Ipetive Date"), by arid between INNOVATIVE INTERFACFS INCORPORATED, a California
corporation having its principal place of business at 5850 Shellniound Way, Ernervville, CA 94608
(hereinafter referred to as "Innomfive"), and VIONROI, COVNTA PuBLIC LIBRARY (hereinafter referred
to as"Client"and collectively referred to as "the Parties"). E
as
WHE'REAS, Client lient and GIS trifon-nation Systenis., Inc. doing business as Polaris Library Systerns U)
(hereinafter referred to as "Polaris") are parties to the Polaris Integrated Library Systern C 0ontract for I losted U)
Services effective as of March 1,2010(the -Agreement"); and
W11F1RE,,%S, on March 31, 2014 Innovative acquired Polaris and as a result Of'SLIC11 acquisition all CL
rights, duties and obligations under the Agreernent were transferred fromPolaris to Innovative; and 0
as
WHEREAS, Client desires to license additional Software from Innovative arid, in connection with
such license, the parties desire to amend the Agreement as set forth in this Aniendnient; and U
Now, THEAEFORL, for good and valuable consideration and intending to be legally bound
hereby, the parties hereby agree as follows.
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1. Software License. Client agrees to license frorn Innovative the software described in FAI-ribit M
I for the price and per the terms specified in I"Ahibit I attached hereto.
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2. Additional License. Subject to the terms ofthe Agreement, Innovative hereby grants 0
to Client a litnited non-exclusive, non-sub-licensable, non-transferable license (the 0
"Additional Software License") to use the software (tire "Additional Software") described in
Exhibit I of this Amendment. The term of' the Additional Software L.,icense will be as as
respectively set forth in the cot-responding quotes in Exhibit 1.
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3. License Renewal. Subject to the early terinination provisions as set forth in the <
Agreement, the Subscription of the sof1ware identified within Flxhibit I will be effective for 00
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an initial terra ofthree (3)years following this AddendLan ['11'ective Date (the "Initial Term")
and thereafter will be automatically renewed ill accordance with the terms of the Agreernent. CN 1
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Corriniencing Upon year 2 and thereafter, Innovative will have the right to increase rates of' T_I
the Additional Software subscription by a niaximurn percentage equivalent to the greater of oo
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5%or the percentage increase in the C"onSUrner Price Index ((.,PI-U) over the previous year.
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4. Co-Terming. Subject to the tertirs of the, Agreement, the Parties hereby agree that the
Additional Soffivare subscription terni will be prorated arid will run coternrinOUS with the
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following annual terrn: October I through Septernber 30,
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Except as otherwise amended hereby, the other provisions of'the Agreeluent will remain in full
force and effect as of the date hereof.
In the event ol'a conflict between the provisions ofthis Arriendr-nerit E
and the Agreernent,the tears of this Amendment will control.
Packet Pg. 3294
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IN ' 'IINESS WHEIRLIOU, 0'u hl.TetO CaIHSed th�'ia �hd,, m.ithoiized
emer ifflo aNs An%,n(firma as ofthe dates specified hekm,
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INNOVATIVE INTERFACES MON RoF,(,"()I,l NTYPLI BLI(' IA Hl�AR), ass
IN("ORPORATED BOARD OF COUNTY COMMISSIONERS E
OF MONROE COUNTY
fl6w NdITIC: hlnlN,anlc,. David Rice
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FAIJIBITI
Additional Software
(.APPROVED SUBSCRIPTION soi--rwARF. PRICING FIAHIBITS FOLLOWSTI]IS PAGFIJ
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i n n ova ti ve Pricing Exhibit
Date W 7/2018
Quote# EST-INC6360
Innovative Interfaces Incorporated
1900 Powell St. payment Terms Net:30
Suite 400 Overall Contract Term(Months) 36
Emeryville CA 94608 Contract Start Date E
United States Contract End Date ey
Sales Rep Valone A Kawinagh
Site Code MONRIE,43 m
Expires J=
9/30/2018
Bill To Ship To E
Monroe COUrIty Public Library Monroe County Public Library
700 Fleming Street 700 Fleming Street >%
Key West FL 33040 Key West FL.33040 to
United States United States to
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Currency
US Dollar CL
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Content Carousel License-'Tern? 1 Content Carousel Subscription 375.00 375.00
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Total Fees US$375.00
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This Statement ofWork (the "SOW") dated is entered into pursuant tothe
Master Professional Services Agreement between Munroe County Public Library ("Client") and
Innovative Inter-faces Incorporated effective as of March 13, 2017 (the "Agreement"), Company
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and Client may each be referred toas ^PartV^from time to time or collectively as °Parties~
Purpose of this Statement of Work (SOW)
This SOW outlines the Professional Services that will be provided by Innovative in order toCL
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implement the Polaris Content Carousel Service purchased underth aster License Contract fo
r 0
Monroe County Public Library System.The SOW provides an overview of the scope of the project
including the costs to complete the engagement based on |nnowative^s prior experience with
similar projects and 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 U
and implementation approach discussed and that additional detailed requirements discussions
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will be required to outline the full scope of work between the Parties.
Pr 'ect Scope of Services
76
The Scope of the project includes the following set of professional services: .
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^ Content Carousel Implementation -
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Innovative will install Content Carousel software,
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the Innovative Pricing Exhibit(s) EST-INC6361 attached herewith. Payment terms for this SOW w|
are as set forth in the Professional Services Agreement *m
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Innovative Services Team
The Services Team wili have dedicated resources for this pxaject. The esourte wH consist of the
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� System Engineer Systenn Engineers work with the Library on |LS setup and w
conMgumdonasweUassystem backups, network connecdons, and infrastructure
configuration,
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Client Implementation TeaFn
w Libehan Lead—VVm/&s dose|ywith System Engineer to requirements arec|ear
and representative of the needs of the library.The Libra6an 1-pad Wilt coordinate with
key membersofthe team as required.
* Fechnical Lead -WiH be responsible for assistmg with Chent responsibilities r6ated to
server access as weU as anyothersysLem |eve|duties ne( uired by C|ient.
76
Implementation Assumptions 0
w None
|NVV|TWES5 WHEREOF each paity has caused this SOVVto be executed by its du|y authorized
rep/esentadyes 00
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AGREED'
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&4omrumCounty PubUcLibrary |nnmvatiwe |nter�/ces���=����tmd
Board of County Conunioelooers
Name:of Monro ou t By� d"
— David Rice Name: 1U)
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Mayor TiUe� v
Date� Au at23 2O18
&TI ���VI0 ADOK CIERK
MOwRDEOO;WTrATTORNEY'SOFFK'E
swewropwmnx Deputy Clerk
innovative Pricing Exhibit
Date 8117/2018
Quote 4 ES r-INC6361
Innovative Interfaces Incorporated
1900 Powell St. payment Terun; Net 30
Suite 400 Sales Rep VaNefie A Kavanagh
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Emeryville CA 94608 Technical Contact CU501&)Monroe COUflty Public Lor
United States Site Code MONPI643
Expires 9/30/2018
Bill To Ship To E
Monroe County Public Library Monroe County Public Library
700 Fleming Street 700 Fleming Street
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Key West FL 33040 Key West FL,33040 0
United States United States U)
Currency
US Dollar CL
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Polaris Content Services 1 Polaris Content Carousels 200.00 200.00
Carousels Implementation >
Implementation
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Total Fees US$200.00
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Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller—Monroe County, Florida
6 •. 4
O~ROc COVN`
DATE: February 18, 2020
TO: Norma Kula, Director
Public Libraries
VIA: Valerie Moore
Business Manager
FROM: Pamela G. Hanco , C.
2-
SUBJECT: September 18, 2019 BOCC Meeting 0
Attached is an electronic copy of the following item for your handling:
C10 Amendment to a Contract(original date January 21, 2010) with Innovative Interfaces
(originally Polaris) to purchase two additional licenses to access die Polaris Staff Client Software, at
a total cost of$2,832.00.
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Should you have any questions, please feel free to contact me at(305) 292-3550.
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cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Ke ,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305 Packet Pg. 3301
T.2.d
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INNOVATIVE INTERFACES INCORPORATED
PURCHASE ORDER ACCEPTANCE E
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as
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Innovative Interfaces Incorporated("Innovative'I hereby accepts the offer from Monroe ounty Public
Library System("Client'l set forth in the Purchase Order No.00061032 dated August 5,201 and attached
hereto as Exhibit 2. The Software will be provided pursuant to the Polaris Integrated L brary System
Contract for Hosted Services effective as of March 1,2010(the "Agreement')and the pro isions of such
Agreement shall supersede any conflicting provisions set forth in the Purchase Order.
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WHEREAS,Client desires to license from Innovative certain software,and in connec don with such CL
license the following is agreed:
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1. Software License. Client agrees to license from Innovative the software des ribed in Cy
Exhibit 1 &Exhibit 2 for the price and per the terms specified in Exhibit 1 a ed hereto.
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"Addit onal 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 provi,e the software
maintenance for the Additional Software(the"Additional Software Mainten ce").The term
of the Additional Software maintenance will be as respectively set forth in th corresponding
quotes in Exhibit 1. o
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3. Maintenance Renewal. Subject to the early termination provisions set forth in the
Agreement, the term of the Additional Software Maintenance will be effective for an initial
term of one(1)year following this Addendum Effective Date(the"Initial Term").Thereafter,
the Additional Software Maintenance will be automatically renewed for additional one(1)year
terms(each,a"Renewal Tenn"and,together with the Initial Term,the" erm"),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.Comme cing upon year 2 and 00
thereafter, Innovative will have the right to increase rates of the lAdditional Software i
Maintenance by a maximum percentage equivalent to the greater of S% or the percentage
increase in the Consumer Price Index(CPI-In over the previous year.
as
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4. Co-Terming. Subject to the terms of the Agreement,the Addition Software Maintenance
term will be prorated to run coterminous with Client's existing Polaris aintenance term being
October 1 through September 30.
as
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Packet Pg. 3302
T.2.d
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Except as otherwise hereby agreed,the other provisions of the Agreement will remain in full force
and effect as of the date hereof.
BOARD OF COUNTY COMMISSIONERS
INNOVATIVE INTERFACES INCORPORATED OF MONROE COUNTY,FLORIDA
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Signature: r C? ay hairperson
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Print Name: Akin Adekeye k"`%
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Title: VP&General Counsel
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�T: KEVII�i MADO CLERIC t3
Date: August 12,2019
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EXHIBIT 1
1. Fees. All Fees must be paid to Innovative within 30 days following receipt of the invoice.
[APPROVED SOFTWARE QUOTE FOLLOWS THIS PAGE]
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Ut innovative
Pricing Exhibit
Data 7/10/2019
Quote 9 EST ING10233 C
Innovative Interfaces Incorporated
1900 Powell St. Payment Terms Net So
Suite 400 Overall ContractTerm(Months) 12
Emeryville CA 94608 Contract Sta►t Data C
United States Contract End Date M
Sales Rep Roy Burnett
Site Code MONR1643
Expires 10/4/2019
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 c�
Currency CL
0
US Dollar
Staff User License-Perpet... 2 The Polaris Staff Client is licensed 1,200-001 2,400.00 °
Licenses software that allows the end user to
access all of the Polaris functionality C)
based on the permissions that are set
in System Administration.This
includes Circulation,Patron Services,
Cataloging,Acquisitions,Serials,
I 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 °ems
Licenses I Maintenance
Maintenance
Total Fees US$2,832.00
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T.2.d
Exhibit 2
Purchase Order
(Client Purchase Order Follows)
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. . T.2.d
MONROE COUNTY PURCHASE ORDER NO. 00061032
BOARD OF COUNTY COMMISSIONERS
1100 Simonton Street,Suite 2-213 PAGE NO. 1
Key Vilest, FL 33040
SALES TAX EXEMPT NO.:85-8013825294C-7 PDF COPY
V F-96565 PHONE: 510-655-6200-1 H lMONROE COUNTY PUBLIC LIBRARY
E INNOVATIVE INTERFACES INC I 700 FLEMING STREET
ND 5850 SHELLMOUND WAY P KEY WEST, FL 33040 0
RI L_EMERYVILLE CA 94608 I �ATTN: ANNE RICE
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ORDERDATE:08/05/19 BUYER:LIB/VALERIE MOORE REQ•NO•: 00055490 REQ.DATE:08/02/1.9
TERMS: NET 30 DAYS F.O.B.: DESC.: y
ITEM# QUANTITY I UOM DESCRIPTION UNIT PRICE EXTENSION
2.00 A . POLARIS STAFF CLIENT LICENSED SOFTWARE 1200'.00.00 2,400.0 t3
;02 2.00 FA ADDITIONAL STAFF USER LICENSES 216,0000 432.0
MAINTENANCE
QUOTE #EST—INC10233
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ITEM# COST CENTER ACCOUNT PROJECT PROJECTACCT AMOUNT PAGE TOTAL $ 2,832.00
01 62019 5]0490 GP1900 53D520 2,400.00 TOTAL $ 2,832.00
02 62019 5 0490 GP1900 530520 432.00 O
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PARTIAL PAYMENT E
FINAL PAYMENT
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INVOICE NO. INVOICE AMOUNT O
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PAYMENT DESC_
PA ENT APPROVAL \ PURCHASING AGENT
Packet Pg. 3307
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°w Kevin Mad* CPA
r Clerk of the Circuit Court&Comptroller—0Monroe County, Florida
DATE: May 22,2020
TO: Norma Kula, Director
Public Libraries
VIA: Valerie Moore E
Business Manager
U)
FROM: Pamela G. Hanc C.
2-
SUBJECT: April 15''BOCC Meeting C
0
Attached is an electronic copy of the following item for your handling:
D20 Amendment to Contract with Innovative Interfaces (originally Polaris) to subscribe U
to SkyRiNer, a bibliographic tool for library cataloging, at a cost of$3,420.00 for sel.
up/implementation and $4,275.00 annually for a three-year subscription.
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Should you have any questions please feel free to contact me at(305)292-3550.
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Finance
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File
KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Horida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 30 Packet Pg. 3308
T.2.e
AMENDMENT TO
AGREEMENT E
c5
This AMENDMENT is made and entered into as of the date of the last signature of the parties
hereto(the"Effective Date"), by and between INNOVATIVE INTERFACES INCORPORATED, a California
corporation having its principal place of business at 1900 Powell Street,Suite 400,Emeryville,CA 94608 E
(hereinafter referred to as"Innovative"), and MONROE COUNTY PUBLIC LIBRARY(hereinafter referred
to as"Client'and collectively referred to as"the Parties").
0
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 2-
Services effective as of March 1,2010(the"Agreement');and
CL
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 U
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
1 for the price and per the terms specified in Exhibit 1 attached hereto.
2. 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 1 of this Amendment. The term of the Software License will be as 0
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 E
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 E
specified in the Agreement.
CN
3. License Termlikenewal. Subject to the early termination provisions as set forth in the CN
Q
Agreement, the term of the Additional Software subscription will be effective for an initial 1
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 E
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 E
year.
M
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.
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Packet Pg. 3309
T.2.e
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 terns of this Amendment will control.
IN WITNcss WHEREOF, the parties hereto have caused their duly authorized representatives to
enter into this Amendment as of the dates specified below.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY,FLORIDA
INNOVATIVE INTERFACES MONROE COUN PUBLIC LIBRARY
INCORPORATED
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0
Signature: __.._4Signature:__
Print Name: Hilary N man Print Name:
Title: SVP Library Services Title: Ma 2r
November 7,2019 Date.
Date: Da... _—
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ATTEST KEVIN MADOK, CLERK
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By: 0
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T.2.e
EXHIBIT I
Additional Software E
[APPROVED SUBSCRIP"I'ION SOFTWARE PRICING EX I113ITS FOLLOWS THIS PAGE]
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T.2.e
inno
va}-ivePricing Exhibit
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Date 101412019
Qypb g EST-INCH 0168
Innovative Interfaces Incorporated30
19W Powell St. P
Suite 400 oV9rall vran conv■ccr■rm(Months) 3BTerm: Net
Emeryville CA 94608 Co cl EEno naw
United States g&Ws Rep Dean Cooper E
sits Co" MOr RIS43
Expires 1 212 712 01 9
811
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130170 Ship To
Monroe County Public Library Monroe County Public Library
700 Fleming Street 700 Fleming Street
Key West FL 33040 Key
yrtW states 3040
United States
CL
Currency
US Dollar
U
Skyriver License-Term 1 SkyRiver Bibliographic Utility 4,275-00 4.275.00
Subscription
5kyRiver is a doud-based service that
provides libraries with high quality
bibliographic metadata and
user-friendly catalvvgging 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 tot hard-to-find
records,C1P up.9rade notification, 0
automated localization of records, C
specialized integration with Sierra and
Millennium.
Total Fees US$4,275.00
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T.2.e
see
111 innovative
Statement of Work
This Statement of Work(the"SOW)dated November 7,2D19 is entered into pursuant to the
Master Professional Services Agreement between Monroe County Public Library CClient'] and
Innovative Interfaces incorporated Cinnovative")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'.
U)
0
A. Purpose of this Statement of Work U)
This SOW outlines the Professional Services that will he provided by Innovative in order to
implement the SkyRiver implementation purchased under the License Agreement for MonroeCL
County Public Library. The SOW provides an overview of the scope of the project and cost to 0
complete the engagement based on Innovativds prior experience with similar projects and
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
be required to outline the full scope of work between the Parties.
B. Project Scope of Services
0
The Scope of the project includes the following set of professional services: 0
f. SkyRiver installation
76
lnno%;ative will install and configure SkyRiver software and the database. includes online
training. Specific services to be delivered:
0
• Configuration of SkyRiver central server
Granting access to necessary software ports,to allow access to servers and
0
services E
• Account creation and configuration
One Time Web-based training on the use of the SkyRiver client software 0
• Testing of record export E
All specified work includes,where necessary:
1) project management C141
2) Requirements consultation between client and innovative '0
3) Installation and configuration of the purchased software modules on a single i
production environment, if installation and configuration is required to be
performed on additional server environments,additional fees will apply.
4) Post-implementation testing 0
s,found during our own testing or E
5) Remediation of post-implementation issue
found by the client
No work will be performed,on the clients production environment,without prior
notification to,and approval from,the client. Work will be performed in pre-specked
maintenance windows,as agreed upon in advance by the client and Innovative.
0
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Packet Pg. 3313
T.2.e
C. Fees and Payment Terms
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Fees for Services delivered under this SOW will be Charged on a fixed price basis as set forth
C10769 attached herewith. payment terms for this
in the Innovative Pricing Exhibit EST-IN
SOW are as set forth in the Professional Services Agreement. This Statement Work E
estimate is valid for 30 days. Work is deemed to be accepted as delivered. Any delays
ays in
deliverables that are attributable to the customer may result in additional Services fees.
0
U)
D. Innovative Services Team
2
The Services Team will have the following resources available for this project:
1. Library Consultant: Will be responsible for all tasks associated with the SkyRiver CL
implementation,when installed as an add-on to an existing Innovative library.
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 a
0
1. Client will have adequate resources available to ensure timely completion of any library
E
tasks outlined in the project schedule. �y
Z. 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-
L_
0
0
IN WITNESS WHEREOF each party has caused this SOW to be executed by its duly authorized E
representatives.
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AGREED: CN
Client — — Innovative ��- - cN
Monroe County Publ' Library Innovative interfaces incorporated
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Name:
— Name: Hilary Newman
Hea Or Ca uthers —
TiNe - - — - -- Title: SVP Library Services E
Date: Date: November 7,2019 M
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T.2.e
innovative
Pacing Exhibit
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Date
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te INC10769
Innovative Interfaces Incorporated Paymentl rin es Net 30
1900 Powell St seen Cooper
Sales Rep �
Suite 400 Technical Contact CU501R Monroe County Public Ubr...
Emeryville CA WOO She Code #i ONR1643 �
United States san7=19
expiraa
U)
Bill'To Ship To
Monroe County Public Library Monroe County Public Library �
700 Fleming Street 700 Fleming Street
Key West FL 33040 lleX West FL 33040
United States Untied States l
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US Dollar �
SkyRiver Services 1 SkyRiver Implementation
Implementation
Total Fees USS3,420.00
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Packet Pg. 3315
°�` Kevin Madok, CPA
:o
....L�• Clerk of the Circuit"Court& Comptroller—Monroe County, Florida
E
DATE: December 22, 2021
TO: Kimberly Matthews, Sr. Director
of Strategic Planning&Libraries
ATTN: Lisa Booker, Library Business Manager
FROM: Pamela G. Hanc .C.
0
SUBJECT: December 8t'BOCC Meeting
Attached is an electronic copy of the following item for your handling.: U
C26 Amendment to Contract(originally dated January 21, 2010) with Innovative
Interfaces (previously Polaris) to purchase 14 additional SIP2 licenses to support the new
equipment being added to Key Largo, Islamorada, Big Pine Key and Key West Branch libraries at
a total cost of$1,435.00.
Should you have any questions please feel free to contact me at(305) 292-3550.
0
0
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N
N
00
N
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E
cc: County Attorney
Finance E
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305 Packet Pg. 3316
T.2.f
AMENDMENT TO
AGREEMENT
This AMENDMENT is made and entered into as of the date of the last signature of the parties
hereto (the "Effective Date"), by and between INNOVATIVE INTERFACES INCORPORATED, a California E
corporation having its principal place of business at 1900 Powell Street, Suite 400, Emeryville, CA 94608
(hereinafter referred to as "Innovative'), 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 U)
0
Services effective as of March 1,2010 (the "Agreement"); and U)
c�
WHEREAS, on March 31, 2014 Innovative acquired Polaris and as a result of such acquisition, all
CL
rights,duties and obligations under the Agreement were transferred from Polaris to Innovative; and 0
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
C3
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
1 for the price and per the terms specified in Exhibit 1 attached hereto.
2. 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 1 of this Amendment. The term of the Additional Software license will 0
be as respectively set forth in the corresponding quote in Exhibit 1, and all such Software as
described within Exhibit 1 will be deemed Software (as defined in the GTCs of the 0
Agreement) licensed and supported under the terms of the Agreement. The license granted
herein will be for the duration the applicable term as identified herein, and will automatically
expire upon the termination or expiration of this Amendment or as otherwise specified in the E
Agreement. T•
cN
3. License Term/Renewal. Subject to the early termination provisions as set forth in the `Ni
00
Agreement, the term of the Additional Software subscription will be effective for an initial Q i
term of three (3) years following the Effective Date of this Amendment(the "Initial Term"). CN
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. Innovative will have the right to increase rates for services hereunder by a
E
maximum percentage equivalent to 5%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 1 through September 30.
c�
Packet Pg. 3317
T.2.f
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.
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INNOVATIVE INTERFACES MONROE COUNTY PUBLIC LIBRARY U)
INCORPORATED BOARD OF COUNTY COMMISSIONERS
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OF MONROE COUNT� FLO DA �
Signature: Signature: CL
Print Name: Brenda Duffy Print Name: David Rice
Title: VP, Corporate Controller Title: Mayor
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December 22, 2021 174 U 7.1 Date: Date:
MONROE COUNTY ATTORNEY
PPROVED AS TO FORM
JAMES MPLENAAR
ASSISTANT COUNTY ATTORNEY 0
Date.
James D.Molena
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Packet Pg. 3318
T.2.f
EXHIBIT 1
Additional Software
[APPROVED SUBSCRIPTION SOFTWARE PRICING EXHIBITS FOLLOWS THIS PAGE]
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T.2.f
innovative000
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Pricing Exhibit
Date 11/5/2021
Quote# EST-INC14244
Innovative Interfaces Incorporated
1900 Powell St. Payment Terms Net30
Suite 400 Overall Contract Term(Months) 36
Emeryville CA 94608 Contract Start Date
United States Contract End Date
Sales Rep Wendell Butler
Site Code MONR1643
Expires 2/3/2022
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 U)
United States United States
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US Dollar
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Additional SIP2 License-Term 7 SIP2 is required for any 3rd party 204.999999... 205.00 1,435.00
Subscription hardware connecting to Polaris for the
purpose of Polaris transactions e.g.
3rd Party self-checkout,sorters,etc.
Additional SIP2 License-Term 7 SIP2 is required for any 3rd party 204.999999... 0.00 0.00 100.0
Subscription hardware connecting to Polaris for the
purpose of Polaris transactions e.g.
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FirstYearTotal US$1,435.00
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