5th Amendment 01/18/2023 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: February 2, 2023
TO: Kimberly Matthews, Sr. Director
of Strategic Planning & Libraries
Anne Layton Rice
Library Services
FROM: Liz Yongue, Deputy Clerk
SUBJECT: January 18, 2023 BOCC Meeting
The following item has been executed and accepted into the record:
T2 5th Amendment to a Contract with Clarivate d/b/a/Innovative,previously known
as and Polaris, to purchase enhancements to customer interfaces.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
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
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
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 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:
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
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
"Additional Software License") to use the software on a subscription basis (the "Additional
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
termination or expiration of this Amendment or as otherwise specified in the Agreement.
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
initial term of three (3)years following this Amendment's Effective Date (the "Initial Term").
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.
Page 1 of 16
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.
,eAibt---- i ,iti-,.
2_` , �:,� '. `r MONROE COUNTY BOARD OF
�;r w�f> "G c�t� �'IN MADOK, Clerk COUNTY COMMISSIONERS, on behalf of the
NI tr ' I MONROE COUNTY PUBLIC LIBRARY
�yy"�f!'�
V,:Ct---f2,:i50::,A \g:5545.;,,,...7" A ..../: .-
By. 00 By: • ,,./� _r, .
As Deputy Clerk ayor
t • INNOVATIVE INTERFACES INCORPORATED
Co: ,.
'_> . By: 21PliAl--
irr
i •c..: Print Name: Jeff Anusbigian
.:m —.,t�1
a
"i' zr Title: VP Sales Operations
CL
UALuu,
Approved as to form and legal sufficiency
Monroe County Attomey`s Office
Christina Cory,Assistant County Attorney
Date: 1/5/23
Page 2 of 16
EXHIBIT 1
Additional Software
[APPROVED SUBSCRIPTION SOFTWARE PRICING EXHIBITS FOLLOW THIS PAGE]
Page 3 of 16
ORDER FORM
Order Form Date:November 29,2022 Innovative Interfaces Incorporated ("Clarivate")
3133 W Frye Rd,Suite 400
Chandler,AZ 85226
United States
Your use of the products and services set forth below are governed by the Clarivate Terms here:httos://clarivate.com/terms-of-business(the"Terms")
which are incorporated by reference into this order form.
CLIENT DETAILS
Contracting Entity Monroe County Public Library •
("Client"):
Client Address: 700 Fleming Street ' -T..
Key West,FL 33040 fl.
f
ir L rn
PRODUCTS/SERVICES DETAILS ..- CO
t . Q
Product(s)/Service(s) 5
As described in the attached Pricing Exhibit(s)and/or Statement(s)of Work
c..
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.
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
Term.
LICENSE LEVEL:Your Authorized Users include your worldwide employees,third-party auditors,agents and contractors up to the maximum number of
licenses purchased.Unless you have purchased a perpetual license,rights continue until the end of the term of the service.
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.
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 beh- 2I' lent
Signature: % t
Signature
•
•
Print Name: Print Name: CraigCates f _ � �=� 4\
Jeff Anusbigian �
�x.
4 _Title: Title: Mayor v� "w -A.-� \\L-f.)
.�
4F51,1
Vice President,Sales Operations
ji
Date: w-
December 15,2022 A Date: January 18, 2023 y'
Attest: Kevin Madok' C
Clerk 7;
.y .! OUNTY
jiJkBy: A �'
De ut lerk
Approved as to form and legal sufficiency p y
Monroe County Attorney's Office
Christina Cory,Assistant County Attorney
Date:1/25/23 Page 4 of 16
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 new
scheduled major releases, service pack releases,and hot fixes of the software offered generally by Clarivate to its clients during the
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
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
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.
Page 5 of 16
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~~�= " ~ �° = " `~ ~~~= �� ���� " ~/ Service " ^ , = " "= ~^ " " " ~ � = " "`°
This docu me nt out I in es our Software support, maintenance and service availabi I ity for Vega, Innovative Mobile,Innovative Phone
Alerts orSoftwaea*a-Senvice.
SUDDO[t
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
relevant contact information,details about the problem,error messages, user IDs,and any other necessary information. If you have
problems using our software,your designated administrators can contact us during normal hours.Your administrator will be provided an
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
undertake every effort to resolve your issues as soon aspossible.
Priority Response Criteria
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,
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
response time,functionality degradation; error messages; backup
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
processes.
Severity as promptly asis Non-performance related incidents, including:general questions,
reasonably practical requests for information, documentation questions, enhancement
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.
Hosting Services
Service availability
We endeavor to ensure 99.596 availability of our software and make commercially reasonable efforts to schedule maintenance and
system upgrades during the weekends or outside regular business hours(i.e.after regular end of business PacificTime and before start
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.
Page sor1s
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
omissions by you or your users, causes beyond our control,or separate instances of unavailability of less than 5 (five) minutes duration
each, provided such instances are not of a persistent nature.
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.
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,
including those managed by Clarivate hosting partners,are described below.You should take into consideration any special
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.
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 ✓
Library software installation and upgrades ✓
Data backups Daily
Archive data backup retention 30 days
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
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.
Audit and Security Testing. Hosting providers perform regular security audits and testing.You may not perform own audits of hosting
providers.
Page 7 of 16
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.
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
SSAE 16)and SOC 2.We offer hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland,Australia
and the Asia-Pacific region, however, Clarivate reserves the right to increase, decrease and/or relocate its datacenters at anytime.
Your responsibility. Client remains responsible for properly implementing access and use controls and configuring certain features and
functionalities of the software that Client may elect to use in the manner that Client deems adequate to maintain appropriate
security, protection, deletion, and backup of its data.
Disclaimer
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
time and materials basis subject to our current applicable rates.
Changes to Support Policy
This policy may be updated by us from time to time, in our sole discretion.
Page 8 of 16
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
Currency
US Dollar
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1,
IIduiuiiN8i8illlllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllluduawhdulu(II Illrmiiluumr�Y��a�Jf llllllllllllllllllllll�rrrr�lr��ls////////////////rlrr«rrrrrirrrrr/rrrrr/rrJJrlr urmidmiruVil(�������������������������������������������������������������u(f�lrrrrrir'rrrrrrlrrlrr�����rrrrrLrJjrlr�rr�r�rrr�/rrrJrrrrrrrrrrrrr���ariDraDaiDrarraiai�aiirGaali�///aiaiaJraiai����i/raiJriJriJai�aaJrrJriJai�����������ar/�//ra�ailarJiJiJa�������o
Vega Discover+ 1 Advanced discovery offering for 15,449.05
patrons to uncover content and
explore new titles and resources.Key
capabilities include interconnected
search,context engine(linked data
model),roll-ups,showcases,special
pages and accessibility.Syndetics
Unbound subscription included plus
Vega Guide with in-product tours,
guides,announcement and surveys
Vega Connect LX 1 Vega Connect extends the ILS 0.00
Starter capabilities and creates a bridge from
your ILS to Vega,Innovative's new and
modern suite of library experience
solutions.It includes a foundational set
of engagement capabilities via email,
including notices&starter set of
service journeys.
FirstYearTotal US$15,449.O5
Page 9 of 16
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
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
Currency
US Dollar
l
r /
III �J���iJJ1fi�J��
Implementation of Services 1 Enablement and configuration of Vega 10,000 10,000.00 10,000.00
Vega Discover+ Discover+
..............."I'l""I'll""I'll'll""I'll""I'll",'ll""I'll""I'l'll""I'll""I"ll""I'll""I'll",'ll""I'll""I'll",'ll""I'll""I"ll""I'll""I"ll""I'll""I'll",'ll"''I'll""I'll",'ll""I'll""I"ll""I'll""I"ll""I'll""I'll",'ll""I'll"I...............
Total Fees US$1O,OOO.00
Page 10 of 16
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
United States United States
Currency
US Dollar
�oiii oiii� o oiiiiii ii iiaoii i iiii i as ilia is a oir, of o aoiii ioi ,of „ioa o oiiio 0
IIduiuiiN8i8illlllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllluduawhdulu(IIlllrmiiluumr ���a���ira�ailariJiJiJa�������J
Vega Promote SaaS 1 Automates targeted and relevant 10,000 10,000.00 10,000.00
engagement,promotions and
marketing campaigns
FirstYearTotal US$1O'000.00
Page 11 of 16
i� n ova ,i Pricing Exhibit
IF"art of Clarivatle
Date 11/27/2022
Quote# EST-INC15724
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
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
Currency
US Dollar
l
r /
Vega Promote Services 1 Vega Promote Implementation Services 5,000 5,000.00 5,000.00
Implementation
Services
Total Fees US$5,OOO.00
Page 12 of 16
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
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
The Scope of the project includes the following set of professional services:
1. Vega Discover+Implementation
a) Innovative will install Vega Discover+software.
Specified work includes, where necessary:
1) Project management
2) Requirements consultation between Client and Innovative
3) Installation and configuration of the purchased software modules on a single
production environment.
4) Post-implementation testing
5) Remediation of post-implementation issues, found during Innovative testing or
found by the Client during the implementation period
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
• 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
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
proceed.
C. Innovative Services Team
The Services Team will have the following resources available for this project:
Page 13 of 16
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. Implementation Assumptions
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
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.
F. 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-INC15722 attached herewith and are made in good faith
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.
Pricing assumes that deliverables in this Statement of Work are completed within six months
or additional Services fees will apply.
Page 14 of 16
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
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
The Scope of the project includes the following set of professional services:
1. Vega Promote Implementation
a) Innovative will provision Vega Promote.
All specified work includes, where necessary:
1) Project management
2) Requirements consultation between Client and Innovative
3) Provision single Vega Promote environment
4) Training and consultation
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.
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
proceed.
C. Innovative Services Team
The Services Team will have the following resources available for this project:
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 provisioning, configuration,
network connections, and infrastructure configuration.
3. Trainer/Consultant: Your trainer/consultant is selected based on their knowledge of the
specific modules and options that you will be implementing.
Page 15 of 16
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.
D. Implementation Assumptions
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
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. 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
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.
Pricing assumes that deliverables in this Statement of Work are completed within six months
or additional Services fees will apply.
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