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HomeMy WebLinkAbout07. Apprv Subscription Lic Agrmt Renewal w- Innovative Interfaces Inc for Library Catalog Software & Hosting Srvcs11 M 1-110 APPROVED SY FO: HOVORABLE MAYOR AND MEMBERS OF THE CITY COUNCILCITY MANAGER FROM: OFFICE OF THE CITY MANAGER BY: BENJAMIN DICKOW, LIBRARY DIRECTOR, DOWNEY CITY LIBRARY SUBJECT: APPROVE THE SUBSCRIPTION LICENSE AGREEMENT RENEWAL FOR LIBRARY CATALOG SOFTWARE SUBSCRIPTION AND HOSTING SERVICES BETWEEN THE CITY OF DOWNEY AND INNOVATIVE INTERFACES INCORPORATED It is recommended that the City Council: 1. APPROVE AN AGREEMENT BET:,;Effil TAE CITT' OF 13041AE'T ArID INNOVATIVE INTERFACES INCORPORATED TO RENEW THE SUBSCRIPTION LICENSE FOR LIBRARY CATALOG SOFTWARE AND HOSTING SERVICES FOR 36 MONTHS; AND I A J Ji 9 11• 111111111111IF-110 WE-1-1-1111 MIC 01 1 Im"1612111 0161 has been very happy working with this system and this agreement would allow continued usage by the Library for an additional 36 months. - Integration of online databases, e-books and physical materials held in the Library's extensive physical and online collections - Text -message and email messaging to patrons - Incorporation of subject -related event announcements (e.g.: a search for "Windows for Dummies" would also turn up a notice of the Library's Beginning Computer Classes and the online tutorials contained in the electronic databases) - Customized reports printed on -demand or setup to print automatically on specific days and times - Mobile circulation functions to provide enhanced services within the library and at outside city -run events INNOVATIVE INTERFACES INCORPORATED AUGUST 25, 2020 PAGE 2 1 - Streamlined acquisitions and cataloging modules that improves st5W 51Yfency arri improves service to patrons Public Engagement FISCAL IMPACT The renewal agreement includes an annual license cost. Year One cost is $42,403.36 with a 5% increase each year for 3 years. The cost is included in the Library's annual budget. Year One costs have been accounted for in the Library's 2020-2021 budget. ATTACHMENTS SUBSCRIPTION LICENSE, AGREEMENT *f the "Effective Date" also set forth below. City of Downey 11111 Brookshire Ave. Downey CA 90241-7015 Em "GTCs" means the Innovative Interfaces Incorporated Subscription License Agreement General Terms and Conditions in Exhibit B. in Exhibit C. 'Hosting Terms" means the Innovative Interfaces Incorporated Hosting Terms and Conditions in Exhibit D. Page 1m1n - -- -'- - - - -- ---' *4:17H: A PRICING EXHIBIT B GENERAL TERMS AND CONDITIONS C MAINTENANCE AND SUPPORT TERMS AND CONDITIONS D HOSTING SERVICES TERMS AND CONDITIONS In witness whereof, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date. Client Innovative City of Downey Innovative Interfaces Incorporated By: By: Name: Blanca Pacheco Name: Title: Mayor Title: Date: Date: ATTEST: 'Aq i Cl A ORNEY �IW LAM ti [A KIRM IN *j Fw� nrl W1,10, I 3717MM7507-107-11M 1900 Powell St. Suite 400 Emeryville CA 94608 United States billing@iii.com Bill To Downey City Library 11121 Brookshire Ave. 25 Polaris Staff User Licenses I Polaris Server Software Subscription 1 Polaris Dedicated Cloud Hosting Subscription I Polaris Outreach Services Subscription I Polaris Simply Reports Subscription I Polaris Mobile PAC Subscription 1 Polaris EDI Ordering & Invoicing Subscription 1 Polaris API (PAPI) Subscription 1 Polaris Export Express Subscription 1 Polaris PowerPAC Multilingual Subscription 1 Polaris Leap Web Application Subscription 1 Polaris PowerPAC Subscription 1 Polaris e-Commerce Subscription I Polaris Screwdriver Subscription 1 Polaris Chil!Fresh Subscription I Syndetic Solutions Subscription I Serials Subscription ff M=- Invoice # INV-INC22751 Invoice Date 812112019 Terms Po # Due Date 913012019 Site Code DOWN Created From Sales Order #30-INC23148 Currency US Dollar 0.00 19,714.91 17,243.10 0,00 0.00 0.00 0.00 0.00 0.00 Polaris Languages: Spanish 0.00 0.00 0.00 Polaris eCommerce, Vendor: Not 0.00 Recorded eCommerce Access Point: PAC Overdrive: Yes 0.00 RB Digilal: No Axis 360: No 544.64 Chilifiresh Option: Review Engine 1,001.07 3,673.53 0.00 �IM Invoice W innovative Page 2 of 2 1900 Powell St. Suite 400 Emeryville CA 94608 United States billing@iii.com Invoice # INV-INC22751 Nal-Iff SKI Total 42,403.26 Amount Due US$42,403.26 FEIN 94-2553274 For billing mquirieS contact us at: Please remit electronically to: 1-51"55-6200 or billing@Ui.com Bank of America, N.A. ABA/Routing Code: 026009593 SWIFT, BOVAUS3N Beneficiary: Innovative Interfaces Incorporated Beneficiary Account: 1416200046 I"O' PO nts ramated by check via regular mail: I'lo.I.C."Interfaces, Inc PC Box 74008010 Chicago, IL 60674-8010 For payments remitted by check via FedEx and/or UPS: Bank of America Lockbox Services Innovative Interfaces, Inc LBX #74008010 540 W Madison, FL 4 Chicago, IL 60661 Exhibit B General Terms and • Unless otherwise specified, capitalized terms in these GTCs have the same meaning as those in the Ucense • 1. • License. a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of the Fees (defined below) due hereunder, Innovative hereby grants to Client a limited, nonexclusive, non -sub - licensable, nontransferable license to use the components of its software applications, modules, and other products that are listed in the Pricing Exhibit to the License Agreement (collectively, the "Software"). The license granted in the preceding sentence will be for the duration of the term of this Agreement and will automatically expire upon the termination or expiration of this Agreement or as otherwise specified in this Agreement. b. Client and, where applicable, its Authorized Users (defined below) may use the Software (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. Client will be responsible for its Authorized Users' compliance with the terms hereof. Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws regarding the transmission of data, including, without limitation, any applicable export control and data protection laws; and (ii) not use the Software for illegal purposes. C. Subject to Section 11 (Client Configurations), other than Innovative, no one is permitted to copy, modify, reverse engineer, decompile, or disassemble the Software, create derivative works thereof, or separate the WIN Yo ine auieuf UOUR in the source code of the •" d. The Software may be used by the base number of Client's worldwide employees, third -party auditors, agents and contractors ("Authorized Users") set forth in the Pricing Exhibit to the License Agreement for such Software and such additional Authorized Users as may be hereafter identified to Innovative by Client for which Client pays the additional Fees referred • in Section 1. this Agreement. Each Authorized User license is ligig Wig @nI4 on a full-time basis. Authorized area an a partwile or Client patrons do not fall within the restrictions of Authorized Users. e. The ticense granted to Client 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 Innovative to its clients during the term of this Agreement (collectively, "New Releases"). "New Releases" do not aNplications or other software now or hereafter offered by Innovative, each of which require a separate license and payment of addonal license fees. The term 'Software�' will •' deemed • include New Releases. Additional fees at Innovative's then -prevailing professional service rates will apply for implementation of New Releases. f Innovative offers support for the Software in accordance with the Support Terms, the terms of which are incorporated by reference herein. 9. The license granted hereunder grants Client the right to use a single production instance (copy) of the Software and up to two (2) additional instances (copies) of the Software for non -production use at no additional charge. All copies of the Software are subject to the terms of this Agreement. Non -production use includes training, -ewwualito assurance, sta�,e W or preproduction provided that the copies of the Software are not used in a production environment or as a backup to production. Except to the extent expressly set forth in a Ocense Agreement, this license grant does not provide Client with any rights to hosting services. hereafter requires additional Authorized Users or additional Software modules, and will pay the fees for such b. Fees for additional Third -Party Software, hardware and services are subject to change and will be quoted at the then current rate. C. All Fees are exclusive of all taxes and similar '_.. nowforceor ;-• in the future or i'• '• on the authority,delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes based on Innovative's net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable xing _ - • _ • f • -.,assessesadditional •, good s. --adunder... Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no withholdings or deductions been _•_ f - this Agreementestablishes a • - date forpayment and/or a r- • method for payment, payment will be due and payable on such due date and/or according to the method specified. Other fees or expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice within 30 (thirty) days:. of date of the invoice. All amounts _ -• herein . • all Fees determined hereunder are in U.S. Dollars, unless otherwise required by applicable law. 5. Any invo• paid when due will accrue interest at the rate of per s or e maximum rate !.ermifted by - greater. Limited Warranty. i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to the Software • and ii. The Software will conform in all material respects to the applicable technical documentation for the Software provided to Client by Innovative and expressly identified by Innovative as the specifications for the • - (collectively,the "Specifications") i` ■ • i • f . • •. • - •. .. r •' , .: it •� . ..•r ■ i. •k an -• k 2BUIRMAWGIZA Page 8 of 16 • r -•Me W -, 0 -------------- 7. Indemnification. and fully cooperates with Innovative in the defense of such legal action. Innovative will also indemnify Client from use of the Software in combination with other software or items not provided by Innovative, or (z) third party modifications (including addition of source code) to the Software. b. As the exclusive remedy of Client under the limited indemnity set forth in Section 7.a, if the use of the Software by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the Software, (ii) modify the Software to remove the cause of the legal action, (iii) replace the Software at no additional charge to Client with a substantially similar, non -infringing product, which will then be subject to the provisions of this Agreement, or (iv) terminate this Agreement and refund to Client that portion of the Fees allocable to the infringing component of the Software, prorated for the period Client's use of the Software is enjoined. None of the above warranties or remedies will apply with respect to any element of the Software that has been modified by any party other than Innovative, or used in a manner for which the Software is not designed or intended. This Section states Innovative's entire liability and Client's exclusive remedies for infringement of intellectual property rights of any kind. a. Client acknowledges that all documentation, audit reports, technical information, software, Specifications and other information pertaining to the Software, and/or Innovative's business interests or activities, product pricing, financial information, methods of operation or customers that are disclosed by any party to Client in the course of performing this Agreement or any ensuing business arrangement are the confidential and proprietary information of Innovative. Innovative acknowledges that Client Data and other proprietary Client materials are the confidential information of Client. The information and materials described in the preceding sentences is referred to herein as "Confidential Information." Notwithstanding the foregoing, the term "Confidential Information" does not include information pertaining to a party if (i) such information is generally known to the public through no improper action Page 9 of 16 may be bound. b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than as set forth in his reement. Each 9 A INT VW"MM IN C. Recognizing any use or disclosure of any Confidential Information by either party in violation of this Section JTU of this Section 8. d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information be deemed Confidential Information within the meaning of this Agreement and also be governed by the terms Agreement if such failure continues unremedied. reasonably requested by Innovative. F it pmmm1oo�10 � __ such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 (Confidentiality), including any express exceptions therein7 hereof will govern the receiving party's use or disclosure of such Confidential Information. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms. e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts of its programming, data model, or any other information regarding which Innovative claims a proprietary or Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a commercially -standard format to be agreed upon by the Parties), such service will be performed pursuant to a written statement of work under a separate professional services agreement and paid for by Client, applying Innovative's then -current rates for daily/hourly work, as the case may be. 10. Third Party Software. The Software may contaiin third -party and/or "open source" code provided under third -party license agreements. The terms and conditions of such third -party license agreements will apply to such source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A ligiti-ira of authorization. Pen source coue wKnout such party's phor wham 11. Client Configurations. Client will be permitted to use one or more application programming interfaces I VI attorney fees) for ny third -party action based on a claim that any Client Configuration infringes a copyright or a patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets. 12. Back -Up Activities. Except to the extent that Client purchases Innovative's hosting service or back-up services, Client has the sole responsibility for the maintenance and protection of all data input into the Software, including, without limitation, the making, storing and security of back-up and archive copies of such data and the Software (collectively "Back -Up Activities"), and Client acknowledges Innovative will not perform any Back -Up Activities for or on behalf of Client. 13. Data Privacy. Innovative follows industry standard privacy practices, available at 14, Security. Innovative holds the international ly-recognized ISO 27001:2013 standard for its information security management system. Security and compliance is a shared responsibility between Innovative and the Client. 143 All 15. General. a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent �snforcement of rights or subsequent actions in the event of future breaches. Pagel of1e ______ 1r 0 MEN TOM personnel will be entitled to participate in any compensation or benefits plan of Client. C. Force Maieure. Neither party will be liable or responsible for any delay or failure in performance if su delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embarg overnment repulation civil or milita authori hurricanes, severe wind, rain. other acts of God, acts or ornissio vandals, or hackers, or any other similar causes that may be beyond its control (a "Force Majeure Event"). d. Notice. Anv notice or communication required to be given by either party must be in writin a ade g su hand cl��Hve�, express delivery service, overnight courier, electronic mail, or fax, to the party 'recnedivimn t communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses s- forth on the first page of the License Agreement. All communications pursuant to this Section will be deem or (b) when electronically confirmed, if delivered by facsimile. a. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction as to that P *: W4 WPZ_ —or LL pik rpahK� ixftm any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision Of t Agreement invalid, illegal, or unenforceable in any other jurisdiction. f. COUnteroarts. This Agreement may be executed by the parties in separate counterparts by original, pdf similar format for scanned copies of documents) or facsimile signature, each of which when so executed a delivered will be deemed an original, but all such counterparts will together constitute but one and the sa instrument. 9- Publicily. Except as provided in this Section, neither party will make any press release, public statement other disclosure retardini the terms of this Ao reement without the Xrior written consent of the othe consent will not be unreasonably withheld. h. Ass . Neither party has the power to assign, license, or sub -license any of its rights or obligatio hereunder without the prior written consent of the other party, which will not be unreasonably witthheld. A assignment, license, or sub -license attempted without such consent will be void. Notwithstanding the foregoing, party may assign this Agreement without the other party's consent (i) as part of a corporate reorganizatio consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such pa provided that any such assignment will not release the assigning party from its obligations under this Agreement i. Governino Lanagulge. This Agreement and all proceedings hereunder will be conducted in the Engli the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement. j. Entire AaLe_ement. This Agreement contains the entire understanding of the parties, and supersedes or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent th they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and ha NMI - f_'At[OW_JQJjJJ OTT BUM *M* 0 0 AM WIM"I V MOT consume a pari 0i Mis contained in any such purchase order, work order or other such document will have no force or effect and will amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a Licen 1. License Agreement, 2. GTCs and 3. any other terms, agreements, exhibits or schedules included in, referenced by the Agreement. Exhibit C Maintenance and Support Terms and Conditions 0 4 �61 0 �40 A rzm(:�" I I 61JVrA a it] A I 12 1 Ig V.41 11&111 ol o r4 n M a I ffi all i as PA i Lois N *1 r. iir-161 a i ZeTa 1 . Maintenance and Support. Innovative will offer maintenance and support on the terms set forth herein 411 annual license set forth in the License Agreement. 2. Error Response. Error descriptions (each an "Error"), the Error severity levels and corresponding targeted response time per level are each described in the table below. The Targeted Response Times in the table below identify the response times that Innovative will target for the corresponding Error, however, such Targeted Response Times are not guaranteed. Severity Description Target Response Time One - Site Down A major component of the software is in a non -responsive state I hour and severely affects library productivity or operations. A high impact problem that affects the entire library system. Widespread system availability, production system is down Two — Critical Any component failure or loss of functionality not covered in 2 hours 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 Three - High Lesser issues, questions, or items that minimally impact the work 2 business days; flow or require a work around excludes holidays and weekends Four — Routine Issues, questions, or items that don't impact the work flow. Issues 4 business days; that can easily be scheduled such as an upgrade or patch excludes holidays and weekends 3. Error Reporting and Diagnosis. a. Client must designate a representative as the contact that will report Errors to Innovative and M will use commerciallo reasonable efforts to dia�s nose the root cause of the Error,1j."Di is"ji-_Uyon comoetft t Diagnosis, each Error will be classified as either a "Warranty Error" or a "Non -Warranty Error" pursuant to Secti 3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both Warranty and No Warranty Errors as described below. (ii) operator error; (iii) incorrect data entry by Client; (iv) third -party software not part of the Software; (v) erro Amos provided to it by Innovative which corrects such Error; (vii) modification of the Software performed by Client; a (viii) technical consulting services provided by Innovative at Client's request (e.g., change orders, integrl ati development, or configuration design and implementation), unless Client notifies Innovative of such tech nic,_ consulting services problem within the applicable warranty period set forth in the governing statement of work, chan.?e order or agreement. Client acknowlekrI - Av_2 � Id hardware described in the Specifications provided by Innovative from time to time, and Client will be solely responsible for its adherence thereto. C. If the Client is hosting their Software, the Client must provide direct network internet access to the Software, including any firewalls. Innovative requires such access to correct Software bugs and carry out modifications of the Software for the purpose of maintaining the Software. 4. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to rest4ve Client has purchased and is current on its payment for Maintenance and Support; however, Innovative may charge Client for such effort with respect to Non -Warranty Errors according to the following process: (i) When the Client Co-Ft?rt rP_nnt,%_pj U-gAtt �4R�� I "- I M-7379MMM, toxxv I for the Diagnosis of Non -Warranty Errors, then such additional Diagnosis hours will be charged to Client at Innovative's then -current rate for technical services. Once the Diagnosis is complete, the Client Contact will be iven the iotioT of W-aviuLL-t-tovative to repair the Non -Warranty Error and charge Client for the associated technical services performed. 5. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management 9 T W N Page 14 of 16 Exhibit D Hosting Services Terms and Conditions These Hosting Services Terms and Conditions ("Hosting Terms") apply to the License Agreement if, and #nly to the extent that, Hosting Services are identified on the Pricing Exhibit to the License Agreement as a purchased service. Unless otherwise specified, capitalized terms in these Hosting Terms have the same meaning f.s those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Hosting Services. The following terms apply for all purposes to Client's license to and use of the Software under the Agreement. 2. Hosting Solution. Innovative offers clients a standard cloud -based hosting option (the "Standard Plan"). The table below sets forth the features of the Standard Plan. This option provides industry -leading security and monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top -tier cloud hosting provider (the "Hostin,* Provider"'I with the flexibilibo to meet clients' d E requirements. To meet clients'global hosting needs, Innovative offers hosting options in datacenters; located in the United States, Ireland, Australia and the Asia-Pacc region, however, Innovative reserves the right to increase, decrease and/or relocate its datacenters at anytime. 24x7 infrastructure monitoring Dedicated production environment 99.9% guaranteed infrastructure uptime** Dedicated public IP address and custom URL Library software installation and upgrades Data backups Archive data backup retention Standard V/ Daily 30 days . 6 1 . 6 0 1 - 0 4 . 0 - 0 1 0 - I - # * - 9 �15tN rel ORMMMIMM all - elr_�rM17401=1111 6 -tow. Ll lu Software. access to hosted systems C. Network Svstems Audit Logging. All firewall logon activity and password changes are logged, monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services R d. Network rvionitorina. All network systems and servers are monitored 24/7/365. Innovative will monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthoriz 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 I activities involving Client's production data or environment, including, without limitation, unauthorized access and service attacks, e.g., denial of service attacks. e. Secudtv Audits. Client may perform audits of Innovative's security best practices. Innovative will share various security audit reports, within reason, as requested by Client. f. Information Securitv Auditina/Corylpliance. Innovative's hosting providers undergo SOC I/S005 Type 2/ISO 27001 audits each year by independent third -party audit firms. 9- "The 99.9% guaranteed infrastructure uptime is subject to the following Service Level Agreement MWAI I. Hours of o eration/exclusive remedv for service unavailabilily. Innovative offers a ,p monthly infrastructure uptime target of 99.9% of Scheduled Up -Time to Client. Scheduled Up -Time means all of the time in a month that is not Scheduled Downtime or Third Party Unavailability. In the event that Innovative fails to provide Client with 99.9% infrastructure untime for three consecutive months, Client will be entitled to receive a credit equal to the prorated amount of the Fees for the period in which Innovative failed to provide such infrastructure uptime during such months upon receipt of written notice from Client. The remedies set forth in this Paragraph (i) are the exclusive remedies of the Client for Innovative's failure to provide Client with 99.9% infrastructure uptime. iiii. Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or the Hosting Provider, conduct periodic scheduled system maintenance and release updates for which Innovative will provide the Client with advance notice. Innovative will make commercially reasonable efforts to provide Client notice of scheduled system maintenance 48 hours in advance and notice of release updates three weeks in advance.