Ordinance No. 11,343ORDINANCE No. 11,343
AN ORDINANCE OF THE CITY COUNCIL OFTHE'CITY OFBAYTOWN,TFIXAS,
,mi'moRIZIM , i AND DIRECTING THE CITY MANAGE."R TO EXECUTE', AND
1 , "', T,
Tl H.. ' CH "Y CLE RK, 0 y I I FI S TO A SOFTWARE., AND MAINTENANCE
AGREF'MEN'r wrri-i INNOVATIVI], INTE'RFACE'S. INC, F`OR AN, INTEC3RATED
LIBRARY SYSTFIM, AUTHORIZING PAYMEINTBYTHF, (.1TY OFBAYTOWN IN
AN AMOUNT' NOT TO F',XCEED FIF"TY-T] ME'E T] IOUSi1ND SEVL`1,NTY-
FOUR AND N0/100 DOLLARS ($53,074M); MAKING OTHER PROVISIONS
REILATFIDTI IERETO; AND PROVIDING I-OR "ITIF THE'REOF.
Ill"," ITORDAINI.-,'D BY THF, CITY COUNCIL OF .I CYTY01" BAY TOWN, TFXAS:
Section 1: That the City C"'ouncil of the. City of'Baytown hereby authorizesand direct the
City Manager to execute 'Ind tile City Clerk to attest to as soffivare and maintenance agreement with
Innovative Interfaces, Inc,, for all into noted library systcm A copy of the agrecinent is attached hereto,
marked L"xilibit "A," and made as part hereof' forcall intents and purposes.
Section 2: 'Flint the Cit 1 11 1 izes paynicilt to Innovative
I y ( ouncil ofthe City of Baytown aUt 0 -
IntcrEilccs, Inc., in an amount not to exceed FIFTY-THREE THOUSAND SEVENTY-FOUR AND
NO/100 DOLLARS ($'533,074�00) in accordance Nvith tile agreement authorized in Section I hercinabove.
Section 31- That tile City Manager is hereby granted gencrahIL1111011ty to approve as decrease
or an increase in costs Eby 'INVENTY-FIVEITI IOUSAND AND NO/] 00 f)01..,,L,ARS (K i,000.00) or less,
provided that the amount authorind in Section 2 hereofma.y not be increased by more than twenty-five
percent: (25%).
Section 4: This ordinance shall take effect iminediately
City ity Council of the City of'Baylown,
INTRODUC1"D, RFAf) and PASSED by the affinnativc
Baytom'i this the 22"d (Jay ol'April, 2010.
A 4/7
ACIORAMIREZ,SR., ,Attorney
611
MR
R Ka cn hh,. Camw I I 0MUlances 20 H) A pn 122 It I S,,,n a I �I h Liz rl,mcv dw,�
nd after its passage by the
qf the City Council of tile City of
CARLOS, Mayor
Cm
I'l F1 Ll 11""
I L E N I U r�,,q S O I PAYS, R E
ll-1 �E C FTY 0 1"7-' BA (i "IC 0 "t, hl
Innovative Iaterfaces. Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 2
THIS AGREEMENT is trade this th day of , 2010
BY AND BETWEEN
INNOVATIVE INTERFACES, INC.. an Equal Opportunity Employer, M/F. H/V company, incorporated under the
laws of the State of California (hereinafter referred to as "Innovative ")
-and -
THE CITY OF BAYTOWN (hereinafter referred to as the "Library")
WITNESSETf I:
WHEREAS the Library wishes to install and use an automated library system to improve the operation of the Library;
and
WHEREAS Innovative has represented and does hereby represent to the Library, subject to the tam and conditions
hereof, that the Software and services to be supplied to the Library pursuant hereto will satisfy the
requirements of the Library as set forth hereunder.
NOW THEREFORE in consideration of the premises, and the mutual covenants and agreements herein contained, the
parties hereto agree as follows:
1.00 INTERPRETATION
Where used in this Agreement. unless the context otherwise requires, the following words and phrases have
the respective meanings set forth below:
1.01 "Agreement," "this Agreement," "herein," "hereunder" and similar expressions refer to this
Agreement and the Schedules annexed hereto and referred to herein. all as amended from time to
time, and the expression "Section" followed by a number means and refers to the specified section
of this Agreement:
1.02 "MILLENNIUM ", "System ". or "Software" refers to the software developed by Innovative for use
in a library environment, including all software specified in Schedule A.
1.03 "Equipment" or "peripherals" mean the equipment purchased by the Library, and not maintained by
Innovative.
1.04 "Purchase Price" means the dollar amount set out in Schedule B. excluding applicable taxes. The
Library is not subject to taxes and the Library will supply Innovative with a tax exemption number.
If the Library becomes non - exempt at any time and such taxes become applicable, the Library
agrees to pay all applicable taxes or expense incurred by Innovative in respect thereof:
LOS "Free Maintenance Period" means the period one (1) year after the first day of Initial Training
(OPAC, Systems administration, evaluation).
2.00 SUPPLY OF SYSTEM
2.01 In consideration of the payment of the Purchase Price and subject to all the terms and conditions
hereof. Innovative shall:
(a) supply to the Library under license the Software referred to in Section 3.00; and
(b) provide access to the Library the materials and documentation referred to in Section 4.00.
(c) supply training as set out in Schedule A and C.
Innovative Interfaces. Inc. and
The City of Baytown
MILLENNIUM Sotlware Agreement
Page 3
2.02 Subject to the other terms and conditions hereof, the System will be installed and will become
operational in accordance with the implementation timetable set forth in Schedule C.
3.00 SOFTWARE
3.01 Innovative will supply to the Library the MILLENNIUM Software needed for proper System
operation.
3.02 Innovative shall retain ownership of the Software and all modifications thereto, including new
development. Each licensed Software product, and all reproductions, corrections, modifications,
enhancements and improvements thereof, provided by Innovative to the Library, are the exclusive
and proprietary property of Innovative. Title and Nil ownership rights in all licensed Software
products and all reproductions, corrections, modifications, enhancements and improvements, and all
related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and
Innovative's intellectual property are reserved to and shall remain proprietary to Innovative. The
Library shall not remove or destroy any copyright, trade secret, proprietary or confidential legends
or markings placed upon or contained or embedded within any licensed Software products and
related materials.
3.03 Innovative hereby grants to the Library, upon payment in full of the Purchase Price, a non-
transferable non - exclusive license to use a single copy of the MILLENNIUM Software for the
number of simultaneous user licenses as set in out in Schedule A in conjunction with the Equipment
supplied by the Library as described in Schedule E hereto.
3.04 To the extent permitted by law, the Library agrees to keep confidential all material and
documentation relating to the Software and any modillcation thereto. The Library will not make
available or distribute any program code or description associated with the System in any form
whatsoever to third parties without the prior written notice to Innovative. However, in the event that
such information as set out in this section 3.04 is required by law or by a Public Information
Request per the Public Information Act to be distributed, then all terns and conditions of the law
must be followed prior to distribution.
3.05 Before the Library loads a new release of the Equipment manufacturer's operating system, the
Library must receive confirmation from Innovative that the Software is compatible with the new
release.
3.06 If the Library makes any upgrades to the Equipment or the Equipment manufacturer's operating
system which require lnnovative's assistance for installation and/or implementation and requests
such assistance in writing, then the Library will pay Innovative for time spent based on Innovative's
then - current rates unless otherwise agreed in writing by the parties..
4.00 DOCUMENTATION
4.01 Within two weeks of the signing of the Agreement. Innovative will supply, at no cost to the Library.
all standard materials published by and then available for use by purchasers of MILLENNIUM
Systems including web-based manuals and other relevant materials and documentation.
4.02 To the extent allowed by law, all materials, documents and other information provided by
Innovative to the Library pursuant to Section 4.01 shall, if so identified by Innovative at the time of
delivery thereof, be and remain confidential in the possession of the Library and the Library shall
not copy or disclose any of such confidential materials, documents or other information to any third
party whatsoever.
Innovative Interfaces, Inc. and
The City of Baytown
MILLENNIUM Software Agreeenenl
Page 4
5.00 SUPPLIES
5.01 The Library is responsible for the acquisition at its own expense of all supplies to be used in the
day - today operation of the System including, without limitation, paper, magnetic tape, ribbons for
printers and forms.
6.00 SPECIAL DECLARATIONS
6.01 Innovative represents and warrants that the Software will contribute to the System the qualities and
fiutctions described in Schedule D.
6.02 The Library will supply Innovative with a tax exemption number. If the Library becomes non-
exempt at any time and such taxes become applicable, the Library agrees to pay all applicable taxes.
6.03 Innovative represents and warrants that it has the full right to deliver to the Library the Software and
that, on acceptance by the Library, the Library shall have license and good right to use the same free
from any lien, claims, charges or encumbrances, so long as the Library shall own or control the
Equipment referred to in 3.03 (including additions and replacements), or any substantial part thereof
and that such rights shall survive the expiration hereof; provided however, that the Library shall
have no right to sub - license or assign its rights in respect of the Software or any part thereof.
6.04 Neither party shall divulge or disclose to any third parties any information concerning the affairs of
the other party which may come to the knowledge of such party as a result or in performance of this
Agreement, unless such information becomes publicly available through no fault of Innovative or
the Library and/or unless the Library is required by law to disclose such information..
6.05 Neither Innovative nor the Library shall be liable to the other for loss, damage. or delay in the work
caused by war, riot. the act or order of any competent civil or military authority. strikes,
unauthorized work stoppage or by fire, flood, act of God or by any cause which is unavoidable and
beyond its reasonable control. In addition, innovative is not liable for loss or damage suffered by
the Library or any third party not caused by the employees or agents of Innovative.
6.06 Innovative shall not be liable for indirect, incidental or consequential loss or damage however
caused.
7.00 TRAINING
7.01 Innovative will provide staff' for complete on -site training of Library personnel as set out in
Schedule A.
7.02 Prior to the acceptance dates set out in Schedule C. Innovative shall have first priority of access to
and use of the System for purposes of diagnosis.
8.00 ACCEPTANCE
8.Oi The testing of the System shall be completed by the Library, to the mutual satisfaction of the parties.
8.02 Operational Testing
Upon completion of the installation of the System. the System is considered available to the Library
for operational testing. Operational testing will be the use of the System testing Profile data in
actual operation. Innovative agrees to correct problems found in the course of this operational
testing.
htnovative Interf am Inc. and
The City of Baytown
MILLENNIUM Software Agreement
Page S
The Library shall not use the Software for any purpose, except testing, prior to the System
acceptance date. At the first use of the System for any purpose other than testing, such as general
circulation, the System shall be deemed by the Library to be accepted in full.
8.03 The testing by the Library required by Section 8.02 shall continue for a period not to exceed 90 days
from date of initial installation unless the Library provides Innovative a claim in writing that the
System does not meet performance specifications within such 90-day period If such notice is given,
testing shall continue until the System meets all performance specifications. In no can shall testing
extend beyond one year from contract signing.
8.04 Innovative will provide to the Library, its representatives and consultants, such documentation and
assistance as may be required by the Library in connection with the aforesaid acceptance tests.
9.00 PAYMENT
9.01 The Purchase Price for the System and all rights and benefits herein contained shall be payable in
lawful money of the United States at the times and in the amounts set forth in Schedule B.
10.00 WARRANTIES
10.01 Innovative represents and warrants to the Library that:
(i) The Software and all other items supplied to the Library under the provisions of this
agreement shall be and shall remain free from any and all defects and will conform to all
stated specifications, provided that the Equipment and Software are used in accordance with
Innovative operating procedure and is not abused or misused.
(ii) As of the date upon which the Software license is granted to the Library, the Software can be
used by the Library, and no person, firm or corporation shall have any interest therein other
than Innovative and the Library pursuant to this Agreement.
10.02 The representations and warranties by Innovative as provided for Section 10.01(i) shall continue in
full force and effect for the free maintenance period following System Installation, but the
expiration of such period shall not affect the rights of the Library hereunder in respect of any claim
of which Innovative has then received written notice ftm the Library under the provisions hereof.
10.03 If without the approval of Innovative, the Library shall:
(1) exceed the System specifications as set forth in Schedule A; or
(i) utilize the Equipment for a purpose which is unrelated to MILLENNIUM applications; or
(iii) make modifications to the Equipment or additions not approved in writing by Innovative.
then Innovative shall be relieved from any responsibility for a breach of warranty under clause (1) of
Section 10.01 and any other performance guarantees set forth in this agreement.
10.04 Innovative expressly warrants this System for library related applications as specifically set forth in
this Agreement, with a waranty of merchantability for this particular purpose. No other purpose
which extends beyond the warranties as set forth herein are warranted or guaranteed
11.00 TERMINATION
11.01 If, prior to payment by the Library of the Purchase Price in full, the Library defaults in payment of
any sum due hereunder or otherwise fails to fulfill its obligations under this Agreement beyond 60
days after receipt by the Library of written notice from Innovative detailing such default, then
Innovative Interfaces, Inc. and
The City of Baytown
MILLENNIUM Software Agreement
Page b
Innovative shall have the right to terminate this Agreement and revoke the Software license by
notice to the Library. The Library's obligation to pay all charges up to the date of termination which
shall have accrued shall survive any such termination of this Agreement by Innovative. In addition,
the Library shall be responsible for reasonable costs of removal of the System, including but not
limited to transportation and labor charges.
11.02 (i) tf Innovative does not fitlfifl its obligations to deliver, install and test the Software in
accordance with the dates specified in Schedule C. or
(ii) If the System when installed does not meet the specifications set forth in Schedule D. or
(iii) If Innovative is in default in respect of any covenant, representation, warranty and/or
agreement provided herein, or
(iv) If any proceeding in receivership, liquidation or insolvency is commenced against
Innovative or its property, and the same be not dismissed within 30 days, air
(v) If Innovative makes any assignment for the benefit of its creditors, becomes insolvent,
ceases to do business as a going concern, or seeks any arrangement or compromise with its
creditors under any statute or otherwise,
then the same shall constitute an event of default by Innovative hereunder, and upon the happening
of any of the aforesaid events, the Library may upon 60 days notice to Innovative specifying
Innovative's default terminate this Agreement and such termination shall be without prejudice to any
right the Library may have to damages at law or in equity; provided that if Innovative or any of its
Sureties, Guarantors or Indemnitors remedies such default within the said 60 days period, this
Agreement shall remain in full force and effect. Upon the happening of Section 11.02 (iv) or 11.02
(v), the Library will be entitled to receive and continue to use all materials related to all processes of
the MILLENNIUM source code for the MILLENNIUM Software.
11.03 This Agreement may be cancelled at any time if the Library funds are not appropriated for this
Agreement in any fiscal year during the term hereof. In any event, if such cancellation shall occur,
the Library shall remain responsible for any and all outstanding invoices unpaid, all software and
services already delivered.
2.00 GENERAL PROVISIONS
12.01 No party to this Agreement shall have the right to assign its rights or obligations under this
agreement except with the prior written consent of the other party hereto, which consent will not
unreasonably be withheld, conditioned or delayed
12.02 'Marc are no understandings, agreements or representations, express or implied, between the parties
hereto not specified or embodied herein. Any prior commitments, written or oral, made by either
party to this Agreement are superseded by this Agreement.
12.03 This Agreement shall not be modified, amended, rescinded, cancelled or waived in whole or in part,
except by written instrument signed by the parties hereto and no waiver of any of the provisions of
this Agreement shall constitute a waiver of any of the other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver unless expressly so provided therein.
12.04 This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas.
12.05 In the event that a claim or cause of action arises out of the interpretation, performance. or breach of
this contract, the prevailing party shall be entitled to a reasonable attorney's fee in addition to costs
of suit. Venue for any action hereunder shall be in the county of Harris, State of Texas
hummadvo Inwrocul In? und
The 0ty of 133) town
MILLEMN'tUNI Soh%vw uc Agwolwnt
Pup 7
12A6 All nmius tu bu gKii to or rvCefvVd, by dw pwiio Kew slWl be hi Wng aml MwH be delivered
by iumsmWer or inaded by, prepaid register4M or cenified first class niail, Nwith ruturn receipt
requested, to aany iuch parry at its address whiclu
in the case UT InnovMW Shau lie:
hmmwhv hu"Num IM,
5NQSWHmmwdMQ'
E.nieryvflt�, CA 114608
Anvokw: Wsklent
and in the case cd' the Librair, shaH be:
CRY of N pawn
PD. Box 424
Ban ylown, 'I "X 77532
Arrention: Chy Pdanagur
Sterling Municipal Library
I Mary E, %V111%ald"S Ave
BayrownM 77521
Auenfiow Din°� wr
Any pany nmy, by mnku change its addren Wr to pmpwxs huwC Any smh to to Wit be
deemed to have been gW HAWMvmd by nwumWa4 on dw tlaw of ks adwal raco, on it'
deliveud by niail,, thrcc d, a1kr the date that H WU hmv been propedy deposhod in the ivaH
12A7 Smv as odwrw6c expreiso jumW this Agmumem shMl We to dw berick of mW be bh&q;
upou he panks rims mux Owl mspakv amuman aW pumtwd auWm
13AN 116 AVvernma is wKe and bewnws effective only, when executed by an difly authorized officer of
both the Libruryand Innovake.
IN Wrl'NESS WHEIU`�OF, the pulies have loxecuted this Agreervient as or Me dam Int wrhmn bdow.
THE LIHIIAIW I N V T I E14FACES, INC.
Nam Gaukan C. BrmuWwL- War GomW Klitie
Thk; City Wour
Em
hmov"�Iivc tn1Cd'J=S" 111c, and
Thl: Oly of lbyw� 0
INULLENNIUM SuAwarc Agreemal
Pall 8
N111A.E.NNNIUM SOFTNVARE
I " It 1,( �", ' ("'?" u. ( ,I' Y R) N
Sterling MUnicipal Library
111,013osal for Mflbmival'
License for 35 simuitaneous staff Millenrikint users
License for U1111171ited OPAC USet'S
WebRAC Pro, 0ifflne, Putflk. Access C',atalog
* NlMenniurn W PAC Pro, including design ternpLite andstaging port
* Spanish language OPAC
0 KidsOnfine unterlac e for chd1dren
Keyword Se cl-i Einfjirie with Rig htRexult "I" advanced
relevance rat'iking,
• Keyword Spiell Check capatAlity (Dkt you inean.. .'?)
• Lh* to enriched content: cover irmages, faviews, etc. (Contarit must I)e separately
purchased)
Innovative lnterfaccs, ITIC. and
The Oty of' Baytom�
NIHIENNIUM Sofiwarc Agrcom:ia
VaL�a 1)
My Millennium, (Patron Empowen"nent)
• Place holds, Cancel, modify and freeze holds
• Self-renewal of items
• Save preferred searches
• ALitomatic notification of new material
• Maintain Reading History (Optional)
• Patron Ratings of library inaterial
• Patron-inifiated requesting, including nitiltiple holds with shopping cart
• Export Records/ Create as Bibliography
WebPAC Pro Ecornmerce
Note: Requires Libtary to supj)ly a Verisign certificate and an Infernet-based
merchant account
AirRAC
Wireless and handheld to C
EMMEW
Cataloging 1,0015
Includine'.
• Rill-screen edit
• Heading verification
• MARC code validation
• Online MARC manual
• Diacritic maps
• User-defined Macros
• Cut/capy/paste
• MAR C21 Holdings stipport
• Single an(] Multi -itern creation
• Label Printing
• Global Update of all record types
• kithority Control (Report I-leading Changes software)
• Automatic Authorities Processing Software
• OCLC Interface via the network for all authorized staff users
MEMMM
hwov"Itivo, 1werracim lnc ami
The C ily of' flaylown
NUIA.fiNNIUM Softw,,arc Agrertnent
Management Information and Report Writer'
* Create Lists of Records
* Statistical Repart package
4, Browser-based Management Reports (OP AC searches, Circ transactions, etc.)
*All Repoif Writers are provided with a site license al7d aiv, i9vailable frown all staff
clients lo all authorized users
MMMOMM
4 Checkout / Checkin / Renewals I Patron Registration / Notices
a Sophistic tee Holds functionality
a Circuiation Notices, via Email
a Millennium Offline Circulation Software (Site License)
Homebound Module
Mobile Collections
Online Patron Registration
Patron API for third party query of patrari database
Collection Agency Interface
'relephone RenewW Systeffl
2 lines, includes PC
Telephoine Notific.,atiori Systern
2 lines, includes PC
lriter Library Loan Module
Express Larie
4 self-check stations, PC-based
Sorials Control
• Checkin I Claiming / Routing I Binding
• Autornafic MARG21 liddings update at checkin
• SISAC Barccde Checkin
• Electronic Claiming of Serial Issues
C"Otfidential
Pan to
"Ind
Fhe (111y of flayrown
wtNN.N N;4 l.%l Solh% mc Agkfeenm�l
Pace I I
- ---- ----- --- -- -- -------
Database Managemeil"it System & System-Wide
Functionality
Innovative Database Management Systesni,
Full database indexingi
Full U141CODE Support
Salf-updating: staff client software for all licensed staff modUles
User-defined function keys
Keyboard and mouse equivalents
User-defined screen colors,, farts
File Trarisfei Software
Z39i,,50 Softwai-e SLIpport for OlebRAC 1 11 and all staff
dilef,its, including:
Client & Server Software
Broadcast Searching
MARC record irnport
O,CL C Hold cats updato
Enhanced conlent linking in afl staff clients (Content must be separately purchased)
Web Access Managernent
P'alron authenficaflon and forwarding to support rernote access to licensed databases
Controlled access to, web resources by patron varftafiorl
PerrNssions determined by patron category,
Optional IP proxy
URL checking sofmare
Provides database access statisfics
Subilotal: IN4111cruilum StAtivare
PROJECT MANAGEMENT
0 Manage relationship belwaiin hUrary and Innovative during implementation
0 Develop schedulo for major project milestones and rnigration plarr
0 Provide ongoing project consullafion
Gonfirlodial
$63,220
lnncwati V haor'wo, hwm mu'l
1,110, Oy O(B;qIov&n
6 Prioritize irnpiernentafion tasks for Innovative and library lenin rnerribers
SOFTWARE SETUP'
0 Setup anci configuratbri, of acensed Nfillenniurn software
iffiflogum
Sollwac Agreemiont
0 1, 1 Days of an-site training services (mutliple on-site visits on dates and titnes
scheduled as niutuaBy agreed upon by Innovabiveand the Librarry)
0 All travel expenses inchided
IMPLEMENTATION CONSULTING
Up to 150 hours of consultation services by the Implerneritation Team for
purposes of implementing the system, includirig project rnanaqwnent, data
profiling, and training support (excluding on-site training and travel to and from
the silo) Monthly reports during the project by the lml,)Ien,mntafion Teani of
hOUIS USO(L
All profiHng and record loading services assurne data will, be provided fronn one
Source, the HALAN systern . Setup of Profile Evaluation Database, consisting
of subset of the library's records lncludes revisions of Evaluation Database
during evalUt-ItiOn period:
a Profilling services, for ini0al Bibllograptflc, Authority, horn and Pat= Records
4 Load of Bibliographic and itern Records (Note) 1)
0 Load of Aulhority Records (Note 1)
0 Load of Patron records, (Note 2)
0 Load of Circulation Checkouts, Holds, and Fine "I'otals, (Note 2)
TRAINING SUPPORT'
Telephone and email' support answering queslions about MillenniUM
functionality
DOCUMENTATION
0 site license access to Getting Started with Millenniurn Manual
0 Site license access 'le the Millennium User Marivat
0 situ license access to CSDirec�t (Customer Service %veb site)
V,,u w , A af, A
DUN fylwr lht��Ie de-dqfhk aledfile dn the CNAM?(
C"qfidemial
Pau 12
➢movative huerrues, Im And MILL ENNIUNI Soliwate AgreemoO
Thc ("it), ot'llaylowal
Pam! I A
Subtotal: Innovative Services $32,000
Nfillennitum System Total $95,220
Millennium Software
"ear l Free
"ear 2 $28,,070
i "Iw 0, T
GEAFAIALd
Prices do not Include any taxes. The Library pS nOt SUbjOCt 1,0 taxes and time Library will
suppl y Innova6ve with a tax exempflon number, if the Libravy becomes non-exempt at any
fime and such taxes become appkable, the Library agrees to pay, all applicable taxes.
The allowance given op piflus to the total price of this Syslem configuiation only, Therefore,
no component of this packago can be returned to Innovative for creffit or reffunds, Unless
def(,,�cfivo.
0 AH pricies, given are valid for a period of 90 days friom the date of time proposat.
0 Mainteriance of peripherat equipment purchasedi from lnriovrtfive is Oho responsiblIfty of time
Library, unless, otherwise %prj6fled,
Coqjh lo oil A I
Intiovalke Inter6ces, hic, and %1HA_kNN1U%1 Soffivaic Agreement
The City ofBaylown
SOP-11VARE
4 MILLENNIUM Software Maintenancle r,,ind support services inclucle, a one (1) year Firee
Maintenance Period, unlimited access to a 24•hour Flelp(Jesk visa a toll-free phone number,
regular MILLENNIUM Software enhancernetils, ind new editions of the MILLENNIUM
User Manual,
0 For kviovative to 1',irovide service and maintenance to the site, direct, high-speed lriternet
access is required.
a Any data supplied in non-MARC format n1USt first be reviewed by Innovative for analysis
prior determining a price for loading into the Systern,
Conyhkmad
91m
Innovative Interfaces, Inc. and
The City of Baytown
SCHEDULE B
PAYMENT SCHEDULE
System Total 595,210
Due Oct 1, 2010 $S3,074
Due Oct 1, 2011 x21,073
Due Oct 1, 2012 $21,073
MILLENNIUM Software Agreement
Pane IS
Payments will be duo 30 days after receipt of invoice. Interest for Ixua payments will be in accordance with Section 2251.025 of the
Texas Government Code..
These amounts are excluding taxes. The Libmry is not subject to taxes and the Library will supply Innovative with a tax exemption
number. If the Library becomes man oxompt at any time and such taxes become applicable, the Library agrees to pay all applicable
taxes.
Co dm tld
Innovative interfaces, inc. and MILLENNIUM Software Agreement
The City of Baytown
Pane 16
SCHEDULE C
PROJECT IMPLEMENTATION PLAN
This Project Implementation Plan Is designed to provide the Ubrary with a general Ilmellne of events. The
Final Project Implementation Plan may vary with respect to the dates and order of events as mutually
agreed upon between the Library and the Innovative Interfaces Team. The timing of the Initial events in
this plan reflect typical practices which are dependent on key deliverables from the Library and current
availability of Innovative staff resources. From time to time, the Library and innovative Interfaces may
jointly review the Final Project Implementation Plan and make such revisions to it as are mutually agreed
upon. This review shall also serve to clarify each event and establish intermediate events and dates as
necessary. A delay In any one such event shall cause a delay in all subsequent events. Delays are
subject to rescheduling as resources are available.
D D 0
'+
•0
f• D 0
2010 date of last
1
Both
Contract signing
signature Da 0
Day 14
2
Innovative
Provide library with access to
(Within 2 weeks of contract
innovative Guide and Reference
signing)
and Gefta Started Manual GSM
Day 14
3
Both
Initial conference call between
Within 2 weeks of contract
Project Leaders
signing)
Day 30 or
4
Ubrary
Deliver Bibliographic, Item, and
At least 30 Days prior to Initial
Authority Data to Innovative
Tralnin
Day 30 or
5
Ubrary
Complete preparations for
At least 30 Days prior to Initial
Hardware; submit completed
Training
Hardware/Network forms to
Innovative;
If applicable, the Third Party
Hardware Vendor installs CPU and
makes system available to
Innovative
Day 31 through 54 or
6
Innovative
Start the process of configuring
Starting at least 30 Days prior to
Millennium System to load Profile
Initial Training
Database for Initial TrainIn
Day 31 though 54
7
Ubrary
Deliver additional sample data as
applicable:
*Patrons
*Circulation Transactions
(checkouts, holds and fines)
*Serials Summary Holdings
*Funds, Vendors, Orders
'Course Reserve
Day 60 (Week 8) or
8
Innovative
Start Initial Training - 3 days;
At least 30 days after Innovative
includes OPAC & Database
receives Bibliographic, item and
Evaluation. Systems
Authority Date from Ubrary
Administration 1 811 with WebPAC
administration and Circulation
Parameters and If applicable,
Confidential
Innovative Intafaces, Inc. and
The City of Baytown
MILLENNIUM Soltwarc Agre, eat
Past 17
I The scheduling orft and all subsequent Training Dates is based upon mutual agreement between the library and Innovative.
Con ldearlat
Innovative installs CPU 112 day)
Week 9
9
Liblo
Be in entedna System Parameters
Week 9 through 12 or
10
Library
Profile Database Evaluation
Upon completion of Initial
Period; 4 weeks allowed In
Training
standard tlmellne — this Is
adjustable based on library
references
Week 13 or Upon completion of
11
Both
Reload of Profile Database
Profile Evaluation
Week 14 or approximately 6
12
Innovative
Training Visit 2 (3 days; Includes
weeks after First Training Visit
Cataloging I, Circulation I,
Acquisitions I with Parameters or
Serials 1
Week 15.16
13
Library
Profile Verification
Week 17 or before Third
14
Library
Complete System Parameters
TraInIna Visit
Week 16 or
15
Innovative
Training Visit 3 (3 days; includes
As scheduled' following final
Cataloging II, Circulation 11,
database load
Acquisitions I with Parameters or
Serials I
Week 19.20 or
16
Both
Final Bibliographic, item, and
Following Training Visit 3
Authority Data loaded to
Millennium server (Library loads
Data Innovative monitors the load
Week 20 or
17
Library
Begin preparing Staff and System
Following final database load
for Live Circulation and WebPAC
Week 21 or
18
Library
Live Cataloging, extract Gap
Upon completion of Cataloging
Bibliographic and Item Data.
Training and prior to Live
Circulation
Week 22 or
19
Both
Load Gap Bibliographic and Item
Following Live Cataloging and
Data (Library loads Data,
Prior to Live Circulation
Innovative monitors the load
Week 23 or
20
Both
Load Patron Data (Library loads
Week prior to Circulation
Data, Innovative monitors the load)
M! ration and/or Live Circulation
Week 24 or
21
Both
Circulation Migration (load
As scheduled after Circulation
checkouts, fines, holds), if
Training
purchased (Library delivers Data,
Innovative loads Data
Week 24 or
22
Library
Live Circulation and WebPAC
Upon completion of Circulation
Migration; or, several weeks
following Circulation Training if
no Circulation Mlaradon
Week 25 or
23
Innovative
Training Visit 4 (3 days; includes
As scheduled
Acquisitions II, Serials 11 and wrap
u
Week 26 or
24
Both
Load Acquisitions Date, If
As scheduled
acquisitions module purchased
I The scheduling orft and all subsequent Training Dates is based upon mutual agreement between the library and Innovative.
Con ldearlat
Innovative Interfaces, Inc. and MILLENNIUM Software Agreement
The City of Baytown
PSAC Is
CoqAknNa!
(Library Delivers Data, Innovative
Loads Data
Week 27 or
25
Ubrary
Live Acquisitions
Upon completion of Acquisitions
Data load; or. upon completion
of Acquisitions Training if no
Data load
Week 28 or
26
Both
Load Serials Data, If serials
As scheduled
module purchased (Library loads
Data. Innovative monitors the load
Week 29 or
27
Llluary
Live Serials
As scheduled
As scheduled by Ubrary with
28
I
Both
I
Additional Training and Data
I
Innovative
Loads as purchased
CoqAknNa!
Innovative Interfaces, tn& and MBI M MUM Software Agreement
The city of Baytown
Paac 19
SCHEDULE D
MILLENNIUM SYSTEM SPECIFICATIONS
The specifications for the modules purchased herein are as set forth in Schedule A, and the System
specification more particularly described in the web -based MILLENNIUM User Manuals and the Getting
Started Manual, which are incorporated herein by reference.
coladvild
Innovative Iatedmx% Inc mW MILLENNIUM Software Apeement
The City of Baytown
Paso 20
SCHEDULE E
LIBRARY SUPPLIED EQUIPMENT
[To be supplied by the Library in discussion with Innovative. Equipment (hardware and associated
operating system utilities including appropriate C compiler) must meet Innovative's specifications and
criteria for performance and capacity]
CovldwNla!
Innovative Interfaces, Inc. and
The City of Baytown
SOFT WARE MAINTENANCE
MILLENNIUM Software Agreement
SOFTWARE MAINTENANCE AGREEMENT
a) This Maintenance Agreement will cover all licensed
Software.
b) Otte (1) year after the first day of Initial Training will
constitute a Free Maintenance Period.
c) The term of this Agreement is rwc (5) years, subject to the
non- funding provision contained in section 11.03 of the
original Millennium Software Agreement. The Library will
be billed the first month following the end of the free
Maintenance Period in advance at $28,0702. If the library
chooses to pay semi - annually, quarterly or monthly
payments, a percentage of the total annual maintenance
amount will be added as an administrative fee as follows:
Payment Sari- annually: 3% increase
Payment Quarterly: S% increase
Payment Monthly: 100/6 increase
d) Maintenance charges shall be subject to a possible price
increase In years 3 through S, which amount is not to
exceed five (S %) p, rte t per year of the yearly maintenance
amount, or the annual Consumer Price Index (CPI -U for
the San Fraridsco- Oakland -San Jose, CA area, whichever is
less. This possible price increase will be determined at least
64 days prior to the date the annual maintenance fee is due.
This increase will be determined excluding any percentage
added as an administrative fee, as set out above. Thereafter,
such maintenance may be continual, by mutual consent, at
a cost to be negotiated.
e) The library must provide direct network Internet access to
the System; this would also apply to firewaljs etc. Innovative
requires such access to correct Software bugs and carry out
modifications to the System for the purpose of maintaining
the System. Innovative Interfaces will be responsible for all
Software corrections at Innovative Interkcee expense.
Innovative will provide the Library with new releases of the
licensed Software modules so long as Innovative determines
the Equipment and operating system used for the System is
sufficient and /or compatible for the load and operation of
such new release. If the Equipment or operating system is
2 This amount to tad usive of taxes. The Mrary is not subject to taxes and the
lbtary will supply laaovative with s tax exemption number. if the fjbrsry
becomes son - exempt st any time and such taxes beamae applicable, the f 3bary
spees to pay all applIcAk taxes.
Con0dential
Paste 21
deemed not to be sufficient for installadon of the new
release, then the Library shall be responsible for the cost of
new Equipment or operating system as may be required. If
the Library declines to upgrade its Equipment or operating
system to accommodate the upgrade to the licensed
software, then the library shall remain at its then current
software release. For the purpose of this document, the
term "new release" shall mean improvements in already
licensed Software modules.
g) If the library in writing adds any additional Innovative
Software modules to the System after the initial installation,
the maintenance services shall be extended to cover the
additional Software. The maintenance charges for such
Software shall be based upon Innovadve's then - current
maintenance rates. The additional cost of coverage for the
additional Software shall be added to the annual
maintenance amount.
h) Innovative will provide services 24 hours a day, 7 days a
week. Innovative will make its best efforts to return calls
within 2 hours of receipt and repair Software within 48
hours of notice, excluding weekends and holidays.
Any services provided upon the written request of the
library due to Library- supplied Equipment failure, where
such Equipment was not purchased from Innovative, aril
over which Innovative has no direct control, shall be
billable at lnnovadvaN then current maintenance rates,
currently at a rate of $185 per hour with a minimum two
hour charge.
This Software Maintenance Agreement does not include
repair services or replacement parts due to damage caused
by rain, fire, flood, lightning, tornado, windstorm, hail,
earthquake, explosion, smoke, aircraft, motor vehicle,
collapse of building, strike, riot, power failure or fluctuation,
or other cause originating by reason of other than normal
operation of the System, or library's negligence or misuse
of the System.
k) The Software shall be operated as the exclusive application
on the Equipment.
0 The library is responsible for purchasing and maintaining
the necessary licenses for the operating system, compilers,
innovasive Inc. ind
111 he City of 13 ayl t I Wit
includes, she C cornpiler ;nul dchugger,
no lie Way nalm Ove ImmVa6m maxonal4v advatme nodce
charij,"'ing The uperaling systein ver'sion nr release. It
h is accesury fut Ivafavaiive in provide to
ronedi'al service.,, as a result of all (q)clacing s"ySiern chani"'C'
Ine services will It charged as a I%% scr6ce, and mill
not he covcted under harovabTY statidaul maifuennuce
il) Inflovafive N•111 !Wt up and arailoarn Va6um AWC1011011, 66
and nmned puts on he SPICUL NIS ARKIMUhn 10 dW
cmew :Mowud by law, shall ramiin "Wily conWall aml
dw 1-Imm staffshall not alicr or delefe We:,,;C itcrins
(t) Ilene Librmy is responsible It mq pukknig that may- occur
due to the negUgnt use or intentional, ndmusc of the
Operadirp sy,
', sient, including dafn cotrup6on or dma hus Mat
ugght uccur thre to the nbuse of Or num•pkilqu accom
As the repo"s proble�rns, Innovative %vill detertirine
W be PIUMMMS resubed But 1he Labrary", activity Nkidlin
the qcmbig vortand will nonfy tie II
na :11 fliAr riffle
dut such sunicc shAl be brLdik. AN rcin•dial se"'ice
tupested it writing Q- the Library PIUBW 11' Innuvaike
to teswre, soiWam, System 1,16, clit lablary filci coxruptc�d
by rokusu of they o1mradug tysteni, shall be billaMe at
hinovativc's licnirly rttu v, currendy 'al a irate of
$Vi5 two
da The Ulzraq j,r tespluasible fur inaituaining, the opC1a1jnj,.;,
qYmn ammitit inid It knong Me pawmad and accos
mz,etac ftat'n tinauflit)ri2ed usc.
q IS Wmaq is responsible for ptoviding, Altiticqniale accc!.S"b
for filot'w"Ifive to the System, Innovative mill aced rool-
privilege acc'vss to rnsfall the Innovative systcln softmrare.
Oa rare occa.sions, 11'"lovative will aha't need teinput-sr),
P"OphViNgt! aCCIUSS 10 fuAi1H:1n1 1IWIunOVAfiVC SfAhVatt�
WHEN CENTRAL. SITE HARDWARE HAS IIFA''N
PURCHASED TI-114OLIGII INNOVATIVE
INTERFACE% DIE FOLLOVAING INILLAITLY:
at Ile Way agrees to take reasonalde caw of the OnAvac
A ti d ulro pemlit, lacxtu,aan.a oflivt than Autholized
representatives of the Hattlwarc Mamsfacinter in effixi
or iqnlirl, to 111C I laitkv;1 rQ,
b) Front the firil tlay of Initial Traming, it) the c.npil'uuttl of the
HAI'dware W"art.'any Period ,is lnanrclraaeel in bchedtfle A,
brUCK"36W will coordirlare Services plovidcd I'ry the
Confidenif(V
N/lILLENNU)NI Soft%vary AVIvQrritnit
'list ZZ ... 1
lho"Ugrow Wnuktewrn. Therziller, the Imamy VW1
cuordinme services lumfled by Me IbnWary
Nbriuscivaren If We Wway dmngus dw Wd Fbwwnv
conOW"adon in anv wAy during dit's pivnod, tile woraiwv'
fc.nns rnay be ch anged h,,, the llatdNvaie NlaviufaLntitn,
'xinch co,"I %vill be boin bl", file Librav",
c) Upon cq%don of die I lardware Warranty period, of ifdu,
I lild"Wre I'Arranly Wnns am duutged by we 1A=jW=!
Matualunuter, the lAmwv W wh AN ralumilaby Air
ho t I i the C en tra I Site i I at, dware And opLi"all I ng s', y "' t c m I I
Ahcrn;aivcly tile Libraly nlay clfoosc lo
retain Innovative Air rqmranng systems Uninistmiurri ar
KrunwhO then muldard rate's fir at ("'nher rare$ ,Igtvcd 41
I Writing,
to The Iihs"asy i's responsilile for pnlcha ug,
addidowd equipmew, (Mera"g symon WWW" MILI
liww4ng odwr semAxi heyosid the initial confignraiioai ol
Ilene "Wem.
WE LIBRAWY
li%%
N: a I ne Garrison, G, Brunibick-
Tidc� City
NowMillennium
sw
MILLENNIUM SOFTWARE
AGREEMENT FOR
THE CITY OF BAYTOWN
o'r
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 2
THIS AGREEMENT is made this th day of ,2010
BY AND BETWEEN
INNOVATIVE INTERFACES, INC.,an Equal Opportunity Employer,M/F, H/V company,incorporated under the
laws of the State of California(hereinafter referred to as"Innovative")
-and-
THE CITY OF BAYTOWN(hereinafter referred to as the"Library")
WITNESSETH:
WHEREAS the Library wishes to install and use an automated library system to improve the operation of the Library;
and
WHEREAS Innovative has represented and does hereby represent to the Library,subject to the terms and conditions
hereof, that the Software and services to be supplied to the Library pursuant hereto will satisfy the
requirements of the Library as set forth hereunder.
NOW THEREFORE in consideration of the premises,and the mutual covenants and agreements herein contained,the
parties hereto agree as follows:
1.00 INTERPRETATION
Where used in this Agreement, unless the context otherwise requires, the following words and phrases have
the respective meanings set forth below:
1.01 "Agreement," "this Agreement," "herein," "hereunder" and similar expressions refer to this
Agreement and the Schedules annexed hereto and referred to herein, all as amended from time to
time, and the expression "Section" followed by a number means and refers to the specified section
of this Agreement:
1.02 "MILLENNIUM", "System", or"Software" refers to the software developed by Innovative for use
in a library environment,including all software specified in Schedule A.
1.03 "Equipment" or"peripherals"mean the equipment purchased by the Library,and not maintained by
Innovative.
1.04 "Purchase Price" means the dollar amount set out in Schedule B, excluding applicable taxes. The
Library is not subject to taxes and the Library will supply Innovative with a tax exemption number.
If the Library becomes non-exempt at any time and such taxes become applicable, the Library
agrees to pay all applicable taxes or expense incurred by Innovative in respect thereof.
1.05 "Free Maintenance Period" means the period one (1) year after the first day of Initial Training
(OPAC,Systems administration,evaluation).
2.00 SUPPLY OF SYSTEM
2.01 In consideration of the payment of the Purchase Price and subject to all the terms and conditions
hereof,Innovative shall:
(a) supply to the Library under license the Software referred to in Section 3.00;and
(b) provide access to the Library the materials and documentation referred to in Section 4.00.
(c) supply training as set out in Schedule A and C.
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 3
2.02 Subject to the other terms and conditions hereof, the System will be installed and will become
operational in accordance with the implementation timetable set forth in Schedule C.
3.00 SOFTWARE
3.01 Innovative will supply to the Library the MILLENNIUM Software needed for proper System
operation.
3.02 Innovative shall retain ownership of the Software and all modifications thereto, including new
development. Each licensed Software product, and all reproductions, corrections, modifications,
enhancements and improvements thereof, provided by Innovative to the Library, are the exclusive
and proprietary property of Innovative. Title and full ownership rights in all licensed Software
products and all reproductions,corrections,modifications,enhancements and improvements,and all
related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and
Innovative's intellectual property are reserved to and shall remain proprietary to Innovative. The
Library shall not remove or destroy any copyright,trade secret,proprietary or confidential legends
or markings placed upon or contained or embedded within any licensed Software products and
related materials.
3.03 Innovative hereby grants to the Library, upon payment in full of the Purchase Price, a non-
transferable non-exclusive license to use a single copy of the MILLENNIUM Software for the
number of simultaneous user licenses as set in out in Schedule A in conjunction with the Equipment
supplied by the Library as described in Schedule E hereto.
3.04 To the extent permitted by law, the Library agrees to keep confidential all material and
documentation relating to the Software and any modification thereto. The Library will not make
available or distribute any program code or description associated with the System in any form
whatsoever to third parties without the prior written notice to Innovative. However,in the event that
such information as set out in this section 3.04 is required by law or by a Public Information
Request per the Public Information Act to be distributed, then all terms and conditions of the law
must be followed prior to distribution.
3.05 Before the Library loads a new release of the Equipment manufacturer's operating system, the
Library must receive confirmation from Innovative that the Software is compatible with the new
release.
3.06 If the Library makes any upgrades to the Equipment or the Equipment manufacturer's operating
system which require Innovative's assistance for installation and/or implementation and requests
such assistance in writing,then the Library will pay Innovative for time spent based on Innovative's
then-current rates unless otherwise agreed in writing by the parties..
4.00 DOCUMENTATION
4.01 Within two weeks of the signing of the Agreement, Innovative will supply,at no cost to the Library,
all standard materials published by and then available for use by purchasers of MILLENNIUM
Systems including web-based manuals and other relevant materials and documentation.
4.02 To the extent allowed by law, all materials, documents and other information provided by
Innovative to the Library pursuant to Section 4.01 shall,if so identified by Innovative at the time of
delivery thereof, be and remain confidential in the possession of the Library and the Library shall
not copy or disclose any of such confidential materials,documents or other information to any third
party whatsoever.
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 4
5.00 SUPPLIES
5.01 The Library is responsible for the acquisition at its own expense of all supplies to be used in the
day-to-day operation of the System including,without limitation,paper,magnetic tape, ribbons for
printers and forms.
6.00 SPECIAL DECLARATIONS
6.01 Innovative represents and warrants that the Software will contribute to the System the qualities and
functions described in Schedule D.
6.02 The Library will supply Innovative with a tax exemption number. If the Library becomes non-
exempt at any time and such taxes become applicable,the Library agrees to pay all applicable taxes.
6.03 Innovative represents and warrants that it has the full right to deliver to the Library the Software and
that,on acceptance by the Library,the Library shall have license and good right to use the same free
from any lien, claims, charges or encumbrances, so long as the Library shall own or control the
Equipment referred to in 3.03(including additions and replacements),or any substantial part thereof
and that such rights shall survive the expiration hereof; provided however, that the Library shall
have no right to sub-license or assign its rights in respect of the Software or any part thereof.
6.04 Neither party shall divulge or disclose to any third parties any information concerning the affairs of
the other party which may come to the knowledge of such party as a result or in performance of this
Agreement, unless such information becomes publicly available through no fault of Innovative or
the Library and/or unless the Library is required by law to disclose such information..
6.05 Neither Innovative nor the Library shall be liable to the other for loss,damage,or delay in the work
caused by war, riot, the act or order of any competent civil or military authority, strikes,
unauthorized work stoppage or by fire, flood,act of God or by any cause which is unavoidable and
beyond its reasonable control. In addition, Innovative is not liable for loss or damage suffered by
the Library or any third party not caused by the employees or agents of Innovative.
6.06 Innovative shall not be liable for indirect, incidental or consequential loss or damage however
caused.
7.00 TRAINING
7.01 Innovative will provide staff for complete on-site training of Library personnel as set out in
Schedule A.
7.02 Prior to the acceptance dates set out in Schedule C, Innovative shall have first priority of access to
and use of the System for purposes of diagnosis.
8.00 ACCEPTANCE
8.01 The testing of the System shall be completed by the Library,to the mutual satisfaction of the parties.
8.02 Operational Testing
Upon completion of the installation of the System,the System is considered available to the Library
for operational testing. Operational testing will be the use of the System testing Profile data in
actual operation. Innovative agrees to correct problems found in the course of this operational
testing.
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 5
The Library shall not use the Software for any purpose, except testing, prior to the System
acceptance date. At the first use of the System for any purpose other than testing, such as general
circulation,the System shall be deemed by the Library to be accepted in full.
8.03 The testing by the Library required by Section 8.02 shall continue for a period not to exceed 90 days
from date of initial installation unless the Library provides Innovative a claim in writing that the
System does not meet performance specifications within such 90-day period.If such notice is given,
testing shall continue until the System meets all performance specifications. In no case shall testing
extend beyond one year from contract signing.
8.04 Innovative will provide to the Library, its representatives and consultants, such documentation and
assistance as may be required by the Library in connection with the aforesaid acceptance tests.
9.00 PAYMENT
9.01 The Purchase Price for the System and all rights and benefits herein contained shall be payable in
lawful money of the United States at the times and in the amounts set forth in Schedule B.
10.00 WARRANTIES
10.01 Innovative represents and warrants to the Library that:
(i) The Software and all other items supplied to the Library under the provisions of this
agreement shall be and shall remain free from any and all defects and will conform to all
stated specifications,provided that the Equipment and Software are used in accordance with
Innovative operating procedure and is not abused or misused.
(ii) As of the date upon which the Software license is granted to the Library,the Software can be
used by the Library,and no person, firm or corporation shall have any interest therein other
than Innovative and the Library pursuant to this Agreement.
10.02 The representations and warranties by Innovative as provided for Section 10.01(i)shall continue in
full force and effect for the free maintenance period following System Installation, but the
expiration of such period shall not affect the rights of the Library hereunder in respect of any claim
of which Innovative has then received written notice from the Library under the provisions hereof.
10.03 If without the approval of Innovative,the Library shall:
(i) exceed the System specifications as set forth in Schedule A;or
(ii) utilize the Equipment for a purpose which is unrelated to MILLENNIUM applications;or
(iii) make modifications to the Equipment or additions not approved in writing by Innovative.
then Innovative shall be relieved from any responsibility for a breach of warranty under clause(i)of
Section 10.01 and any other performance guarantees set forth in this agreement.
10.04 Innovative expressly warrants this System for library related applications as specifically set forth in
this Agreement, with a warranty of merchantability for this particular purpose. No other purpose
which extends beyond the warranties as set forth herein are warranted or guaranteed.
11.00 TERMINATION
11.01 If,prior to payment by the Library of the Purchase Price in full,the Library defaults in payment of
any sum due hereunder or otherwise fails to fulfill its obligations under this Agreement beyond 60
days after receipt by the Library of written notice from Innovative detailing such default, then
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 6
Innovative shall have the right to terminate this Agreement and revoke the Software license by
notice to the Library. The Library's obligation to pay all charges up to the date of termination which
shall have accrued shall survive any such termination of this Agreement by Innovative. In addition,
the Library shall be responsible for reasonable costs of removal of the System, including but not
limited to transportation and labor charges.
11.02 (i) If Innovative does not fulfill its obligations to deliver, install and test the Software in
accordance with the dates specified in Schedule C,or
(ii) If the System when installed does not meet the specifications set forth in Schedule D,or
(iii) If Innovative is in default in respect of any covenant, representation, warranty and/or
agreement provided herein,or
(iv) If any proceeding in receivership, liquidation or insolvency is commenced against
Innovative or its property,and the same be not dismissed within 30 days,or
(v) If Innovative makes any assignment for the benefit of its creditors, becomes insolvent,
ceases to do business as a going concern,or seeks any arrangement or compromise with its
creditors under any statute or otherwise,
then the same shall constitute an event of default by Innovative hereunder, and upon the happening
of any of the aforesaid events, the Library may upon 60 days notice to Innovative specifying
Innovative's default terminate this Agreement and such termination shall be without prejudice to any
right the Library may have to damages at law or in equity; provided that if Innovative or any of its
Sureties, Guarantors or Indemnitors remedies such default within the said 60 days period, this
Agreement shall remain in full force and effect. Upon the happening of Section 11.02(iv)or 11.02
(v),the Library will be entitled to receive and continue to use all materials related to all processes of
the MILLENNIUM source code for the MILLENNIUM Software.
11.03 This Agreement may be cancelled at any time if the Library funds are not appropriated for this
Agreement in any fiscal year during the term hereof. In any event,if such cancellation shall occur,
the Library shall remain responsible for any and all outstanding invoices unpaid, all software and
services already delivered.
12.00 GENERAL PROVISIONS
12.01 No party to this Agreement shall have the right to assign its rights or obligations under this
agreement except with the prior written consent of the other party hereto, which consent will not
unreasonably be withheld,conditioned or delayed
12.02 There are no understandings,agreements or representations,express or implied,between the parties
hereto not specified or embodied herein. Any prior commitments, written or oral, made by either
party to this Agreement are superseded by this Agreement.
12.03 This Agreement shall not be modified,amended,rescinded,cancelled or waived in whole or in part,
except by written instrument signed by the parties hereto and no waiver of any of the provisions of
this Agreement shall constitute a waiver of any of the other provisions hereof(whether or not
similar)nor shall such waiver constitute a continuing waiver unless expressly so provided therein.
12.04 This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas.
12.05 In the event that a claim or cause of action arises out of the interpretation,performance,or breach of
this contract,the prevailing party shall be entitled to a reasonable attorney's fee in addition to costs
of suit. Venue for any action hereunder shall be in the county of Harris,State of Texas
Innovative Interfaces, Inc. and P LENNIUM Software Agreement
The City of Baytown
Page 7
12.06 All notices to be given to or received by the parties hereto shall be in writing and shall be delivered
by messenger or mailed by prepaid registered or certified first class mail, with return receipt
requested,to any such party at its address which:
in the case of Innovative shall be:
Innovative Interfaces,Inc.
5850 Shellmound Way
Emeryville,CA 94608
Attention: President
and in the case of the Library shall be:
City of Baytown
P.O.Box 424
Baytown,TX 77522
Attention: City Manager
with a copy to:
Sterling Municipal Library
1 Mary E. Wilbanks Ave
Baytown,TX 77521
Attention: Director
Any party may by notice change its address for the purposes hereof. Any such notice shall be
deemed to have been given, if delivered by messenger, on the date of its actual receipt, or, if
delivered by mail,three days after the date that it shall have been properly deposited in the mail.
12.07 Save as otherwise expressly provided, this Agreement shall inure to the benefit of and be binding
upon the parties hereto,their respective successors and permitted assigns.
12.08 This Agreement is made and becomes effective only when executed by a duly authorized officer of
both the Library and Innovative.
IN WITNESS WHEFEOF,the parties have executed this Agreement as of the date last written below.
TrfIBRARY IN OV TI ERFACES,INC.
Signature: Signature: •
Name: c Name: Gerald Kline
Title:., yM Title: CE /President
Date: Date: I-alit IV
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 8
SCHEDULE A
MILLENNIUM SOFTWARE
PRICE QUOTATION
Sterling Municipal Library
Proposal for Millennium
� o
License for 35 simultaneous staff Millennium users
License for unlimited OPAC users
WebPAC Pro Online Public Access Catalog
• Millennium WebPAC Pro, including design template and staging port
• Spanish language OPAC
• KidsOnline interfac a for children
Keyword Search Engine with RightResultTm advanced
relevance ranking
• Keyword Spell Check capability(Did you mean...?)
• Link to enriched content: cover images, reviews,etc. (Content must be separately
purchased)
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 9
My Millennium (Patron Empowerment)
• Place holds. Cancel, modify and freeze holds
• Self-renewal of items
• Save preferred searches
• Automatic notification of new material
• Maintain Reading History(Optional)
• Patron Ratings of library material
• Patron-initiated requesting, including multiple holds with shopping cart
• Export Records/Create a Bibliography
WebPAC Pro Ecommerce
Note:Requires Library to supply a Verisign certificate and an Internet-based
merchant account
AirPAC
Wireless and handheld OPAC
Cataloging
Cataloging Tools
Including:
• Full-screen edit
• Heading verification
• MARC code validation
• Online MARC manual
• Diacritic maps
• User-defined Macros
• Cut/copy/paste
• MARC21 Holdings support
• Single and Multi-item creation
• Label Printing
• Global Update of all record types
• Authority Control (Report Heading Changes software)
• Automatic Authorities Processing Software
• OCLC Interface via the network for all authorized staff users
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 10
Management Information and Report Writer*
• Create Lists of Records
• Statistical Report package
• Browser-based Management Reports(OPAC searches, Circ transactions, etc.)
*All Report Writers are provided with a site license and are available from all staff
clients to all authorized users
Circulation
• Checkout/Checkin/Renewals/Patron Registration/Notices
• Sophisticated Holds functionality
• Circulation Notices via Email
• Millennium Offline Circulation Software(Site License)
• Homebound Module
• Mobile Collections
• Online Patron Registration
• Patron API for third party query of patron database
• Collection Agency Interface
Telephone Renewal System
2 lines, includes PC
Telephone Notification System
2 lines, includes PC
Inter Library Loan Module
Express Lane
4 self-check stations, PC-based
Serials Control
• Checkin/Claiming/Routing/Binding
• Automatic MARC21 holdings update at checkin
• SISAC Barcode Checkin
• Electronic Claiming of Serial Issues
Confidential
i
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page I I
Database Management System & System-Wide
Functionality
• Innovative Database Management System
• Full database indexing
• Full UNICODE Support
• Self-updating staff client software for all licensed staff modules
• User-defined function keys
• Keyboard and mouse equivalents
• User-defined screen colors,fonts
• File Transfer Software
Z39.50 Software support for WebPAC Pro and all staff
clients, including:
• Client&Server Software
• Broadcast Searching
• MARC record import
• OCLC Holdings update
• Enhanced content linking in all staff clients(Content must be separately purchased)
Web Access management
• Patron authentication and forwarding to support remote access to licensed databases
• Controlled access to web resources by patron verification
• Permissions determined by patron category
• Optional IP proxy
• URL checking software
• Provides database access statistics
Subtotal: Millennium Software $639220
INNOVATIVE SERVICES
PROJECT MANAGEMENT
• Manage relationship between library and Innovative during implementation
• Develop schedule for major project milestones and migration plan
• Provide ongoing project consultation
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 12
• Prioritize implementation tasks for Innovative and library team members
SOFTWARE SETUP
• Setup and configuration of licensed Millennium software
TRAINING
• 11 Days of on-site training services(mutliple on-site visits on dates and times
scheduled as mutually agreed upon by Innovative and the Library)
• All travel expenses included
IMPLEMENTATION CONSULTING
Up to 150 hours of consultation services by the Implementation Team for
purposes of implementing the system, including project management, data
profiling, and training support(excluding on-site training and travel to and from
the site) Monthly reports during the project by the Implementation Team of
hours used.
DATA LOADING SERVICES
All profiling and record loading services assume data will be provided from one
source, the HALAN system . Setup of Profile Evaluation Database, consisting
of subset of the library's records Includes revisions of Evaluation Database
during evaluation period:
• Profiling services for initial Bibliographic,Authority, Item and Patron Records
• Load of Bibliographic and Item Records(Note 1)
• Load of Authority Records(Note 1)
• Load of Patron records(Note 2)
• Load of Circulation Checkouts, Holds, and Fine Totals(Note 2)
TRAINING SUPPORT
Telephone and email support answering questions about Millennium
functionality
DOCUMENTATION
• Site license access to Getting Started with Millennium Manual
• Site license access to the Millennium User Manual
• Site license access to CSDirect(Customer Service web site)
Service Notes:
1. Data must be provided in a single de-duplicated file in the USMARC Communications format,
from a single source.
2. Data must be provided in an Innovative approved format.
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 13
Subtotal: Innovative Services $329000
Millennium System Total $959220
Annual Maintenance Fees
Millennium Software
Year 1 Free
Year 2 $28,070
i
NOTES
GENERAL
• Prices do not include any taxes. The Library is not subject to taxes and the Library will
supply Innovative with a tax exemption number. If the Library becomes non-exempt at any
time and such taxes become applicable,the Library agrees to pay all applicable taxes.
• The allowance given applies to the total price of this System configuration only. Therefore,
no component of this package can be returned to Innovative for credit or refunds, unless
defective.
• All prices given are valid for a period of 90 days from the date of the proposal.
• Maintenance of peripheral equipment purchased from Innovative is the responsibility of the
Library, unless otherwise specified.
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 14
SOFTWARE
• MILLENNIUM Software Maintenance and support services include a one(1)year Free
Maintenance Period, unlimited access to a 24-hour Helpdesk via a toll-free phone number,
regular MILLENNIUM Software enhancements, and new editions of the MILLENNIUM
User Manual.
• For Innovative to provide service and maintenance to the site, direct, high-speed Internet
access is required.
• Any data supplied in non-MARC format must first be reviewed by Innovative for analysis
prior determining a price for loading into the System.
OPTIONAL PRODUCTS
Enterprise Backup API $ 39750
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 15
SCHEDULE B
PAYMENT SCHEDULE
System Total $95,220
Due Oct 1,2010 $53,074
Due Oct 1,2011 $21,073
Due Oct 1,2012 $21,073
Payments will be due 30 days after receipt of invoice. Interest for late payments will be in accordance with Section 2251.025 of the
Texas Government Code..
These amounts are excluding taxes. The Library is not subject to taxes and the Library will supply Innovative with a tax exemption
number. If the Library becomes non-exempt at any time and such taxes become applicable,the Library agrees to pay all applicable
taxes.
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 16
SCHEDULE C
PROJECT IMPLEMENTATION PLAN
This Project Implementation Plan is designed to provide the Library with a general timeline of events. The
Final Project Implementation Plan may vary with respect to the dates and order of events as mutually
agreed upon between the Library and the Innovative Interfaces Team. The timing of the initial events in
this plan reflect typical practices which are dependent on key deliverables from the Library and current
availability of Innovative staff resources. From time to time, the Library and Innovative Interfaces may
jointly review the Final Project Implementation Plan and make such revisions to it as are mutually agreed
upon. This review shall also serve to clarify each event and establish intermediate events and dates as
necessary. A delay in any one such event shall cause a delay in all subsequent events. Delays are
subject to rescheduling as resources are available.
9 • • • d •
2010 date of last 1 Both Contract signing
signature Da 0
Day 14 2 Innovative Provide library with access to
(Within 2 weeks of contract Innovative Guide and Reference
signing) and Getting Started Manual GSM
Day 14 3 Both Initial conference call between
(Within 2 weeks of contract Project Leaders
signing)
Day 30 or 4 Library Deliver Bibliographic, Item, and
At least 30 Days prior to Initial Authority Data to Innovative
Training
Day 30 or 5 Library Complete preparations for
At least 30 Days prior to Initial Hardware; submit completed
Training Hardware/Network forms to
Innovative;
If applicable,the Third Party
Hardware Vendor installs CPU and
makes system available to
Innovative
Day 31 through 54 or 6 Innovative Start the process of configuring
Starting at least 30 Days prior to Millennium System to load Profile
Initial Training Database for Initial Training
Day 31 though 54 7 Library Deliver additional sample data as
applicable:
*Patrons
*Circulation Transactions
(checkouts, holds and fines)
*Serials Summary Holdings
*Funds,Vendors, Orders
*Course Reserve
Day 60(Week 8)or 8 Innovative Start Initial Training-3 days;
At least 30 days after Innovative includes OPAC&Database
receives Bibliographic, Item and Evaluation, Systems
Authority Data from Library Administration I&II with WebPAC
administration and Circulation
Parameters and if applicable,
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 17
Innovative installs CPU 1/2 day)
Week 9 9 Library Begin entering System Parameters
Week 9 through 12 or 10 Library Profile Database Evaluation
Upon completion of Initial Period; 4 weeks allowed in
Training standard timeline—this is
adjustable based on library
references
Week 13 or Upon completion of 11 Both Reload of Profile Database
Profile Evaluation
Week 14 or approximately 6 12 Innovative Training Visit 2 (3 days; includes
weeks after First Training Visit Cataloging I, Circulation I,
Acquisitions I with Parameters or
Serials 1
Week 15-16 13 Library Profile Verification
Week 17 or before Third 14 Library Complete System Parameters
Training Visit
Week 18 or 15 Innovative Training Visit 3(3 days; includes
As scheduled' following final Cataloging Il, Circulation II,
database load Acquisitions I with Parameters or
Serials I
Week 19-20 or 16 Both Final Bibliographic, Item, and
Following Training Visit 3 Authority Data loaded to
Millennium server(Library loads
Data, Innovative monitors the load
Week 20 or 17 Library Begin preparing Staff and System
Following final database load for Live Circulation and WebPAC
Week 21 or 18 Library Live Cataloging; extract Gap
Upon completion of Cataloging Bibliographic and Item Data.
Training and prior to Live
Circulation
Week 22 or 19 Both Load Gap Bibliographic and Item
Following Live Cataloging and Data (Library loads Data,
prior to Live Circulation Innovative monitors the load
Week 23 or 20 Both Load Patron Data(Library loads
Week prior to Circulation Data, Innovative monitors the load)
Migration and/or Live Circulation
Week 24 or 21 Both Circulation Migration (load
As scheduled after Circulation checkouts,fines, holds), if
Training purchased(Library delivers Data,
Innovative loads Data
Week 24 or 22 Library Live Circulation and WebPAC
Upon completion of Circulation
Migration;or, several weeks
following Circulation Training if
no Circulation Migration
Week 25 or 23 Innovative Training Visit 4(3 days; includes
As scheduled Acquisitions ll, Serials II and wrap
u
Week 26 or 24 Both Load Acquisitions Data, if
As scheduled I acquisitions module purchased
1 The scheduling of this and all subsequent Training Dates is based upon mutual agreement between the library and Innovative.
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 18
(Library Delivers Data, Innovative
Loads Data
Week 27 or 25 Library Live Acquisitions
Upon completion of Acquisitions
Data load; or, upon completion
of Acquisitions Training if no
Data load
Week 28 or 26 Both Load Serials Data, if serials
As scheduled module purchased(Library loads
Data, Innovative monitors the load
Week 29 or 27 Library Live Serials
As scheduled
As scheduled by Library with 28 Both Additional Training and Data
Innovative Loads as purchased
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 19
SCHEDULE D
MILLENNIUM SYSTEM SPECIFICATIONS
The specifications for the modules purchased herein are as set forth in Schedule A, and the System
specification more particularly described in the web-based MILLENNIUM User Manuals and the Getting
Started Manual,which are incorporated herein by reference.
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 20
SCHEDULE E
LIBRARY SUPPLIED EQUIPMENT
[To be supplied by the Library in discussion with Innovative. Equipment(hardware and associated
operating system utilities including appropriate C compiler)must meet Innovative's specifications and
criteria for performance and capacity]
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 21
SOFTWARE MAINTENANCE AGREEMENT
SOFTWARE MAINTENANCE
a) This Maintenance Agreement will cover all licensed deemed not to be sufficient for installation of the new
Software. release,then the Library shall be responsible for the cost of
new Equipment or operating system as may be required. If
b) One (1) year after the first day of Initial Training will the Library declines to upgrade its Equipment or operating
constitute a Free Maintenance Period. system to accommodate the upgrade to the licensed
software, then the Library shall remain at its then current
c) The term of this Agreement is five (5) years,subject to the software release. For the purpose of this document, the
non-funding provision contained in section 11.03 of the term "new release" shall mean improvements in already
original Millennium Software Agreement. The Library will licensed Software modules.
be billed the first month following the end of the free
Maintenance Period in advance at $28,0702. If the Library g) If the Library in writing adds any additional Innovative
chooses to pay semi-annually, quarterly or monthly Software modules to the System after the initial installation,
payments, a percentage of the total annual maintenance the maintenance services shall be extended to cover the
amount will be added as an administrative fee as follows: additional Software. The maintenance charges for such
Software shall be based upon Innovative's then current
Payment Semi-annually: 3%increase maintenance rates. The additional cost of coverage for the
Payment Quarterly: 5%increase additional Software shall be added to the annual
Payment Monthly: 10%increase maintenance amount.
d) Maintenance charges shall be subject to a possible price h) Innovative will provide services 24 hours a day, 7 days a
increase in years 3 through 5, which amount is not to week. Innovative will make its best efforts to return calls
exceed five(5%) percent per year of the yearly maintenance within 2 hours of receipt and repair Software within 48
amount, or the annual Consumer Price Index (CPI-U for hours of notice,excluding weekends and holidays.
the San Francisco-Oakland-San Jose, CA area,whichever is
less.This possible price increase will be determined at least i) Any services provided upon the written request of the
64 days prior to the date the annual maintenance fee is due. Library due to Library-supplied Equipment failure, where
This increase will be determined excluding any percentage such Equipment was not purchased from Innovative, and
added as an administrative fee,as set out above. Thereafter, over which Innovative has no direct control, shall be
such maintenance may be continued,by mutual consent,at billable at Innovative's then current maintenance rates,
a cost to be negotiated. currently at a rate of$185 per hour with a minimum two
hour charge.
e) The Library must provide direct network internet access to
the System;this would also apply to firewalls etc.Innovative j) This Software Maintenance Agreement does not include
requires such access to correct Software bugs and carry out repair services or replacement parts due to damage caused
modifications to the System for the purpose of maintaining by rain, fire, flood, lightning, tornado, windstorm, hail,
the System. Innovative Interfaces will be responsible for all earthquake, explosion, smoke, aircraft, motor vehicle,
Software corrections at Innovative Interfaces'expense. collapse of building,strike,riot,power failure or fluctuation,
or other cause originating by reason of other than normal
0 Innovative will provide the Library with new releases of the operation of the System, or Library's negligence or misuse
licensed Software modules so long as Innovative determines of the System.
the Equipment and operating system used for the System is
sufficient and/or compatible for the load and operation of k) The Software shall be operated as the exclusive application
such new release. If the Equipment or operating system is on the Equipment.
1) The Library is responsible for purchasing and maintaining
2 This amount is exclusive taxes.The Library not subject to taxes and the the necessary licenses for the operating system, compilers,
Library will supply Innovativeve with a tax exemption number. If the Library
becomes non-exempt at any time and such taxes become applicable,the Library
agrees to pay all applicable taxes.
Confidential
Innovative Interfaces,Inc. and MILLENNIUM Software Agreement
The City of Baytown
Page 22
and any other necessary central operating system utilities. Hardware Manufacturer. Thereafter, the Library will
This includes the C compiler and debugger. coordinate services provided by the Hardware
Manufacturer. If the Library changes the Initial Hardware
m) The Library must give Innovative reasonable advance notice configuration in any way during this period, the warranty
before changisig the operating system version or release. If terms may be changed by the Hardware Manufacturer,
it is necessary for Innovative to provide a„istance or which cost will be born by the Library.
remedial services as a result of an operating system change,
these services will be charged as a billable service, and will c) Upon expiration of the Hardware Warranty period,or if the
not be covered under Innovative's standard maintenance Hardware Warranty terms are changed by the Hardware
services. Manufacturer, the Library will take full responsibility for
both the Central Site Hardware and operating system
n) Innovative will set up and maintain various directories, files administration. Alternatively, the Library may choose to
and named paths on the System. This information to the retain Innovative for operating system administration at
extent allowed by law, shall remain wholly confidential, and Innovative's then standard rates or at other rates agreed to
the Library staff shall not alter or delete these items. in writing..
o) The Library is responsible for any problems that may occur d) The Library is responsible for independently purchasing
due to the negligent use or intentional misuse of the additional equipment, operating system software, and
operating system,including data corruption or data loss that licensing other services beyond the initial configuration of
might occur due to the misuse of the root-privilege access. the System.
As the Library reports problems, Innovative will determine
if the problems resulted from the Library's activity within
the operating system,and will notify the Library at that time THE LIB
that such service shall be billable. All remedial service
requested in writing by the Library provided by Innovative
to restore, Software, system files, or Library files corrupted By: "•••
by misuse of the operating system shall be billable at �.
Innovative's then-current hourly rates, currently at a rate of N C back
$185 per hour with a minimum two hour charge. Ti ana r
p; 'Ilie Library is responsible for maintaining the operating Dat 19
system account and for keeping the password and access
secure from unauthorized use.
q) The Library is responsible for providing appropriate access INNOV ACES, INC.
for Innovative to the System. Innovative will need root-
privilege access to install the Innovative system Software.
On rare occasions, Innovative will also need temporary By:
root privilege access to maintain the Innovative Software.
Name:Gerald M.Kline
Title: CEO/P siden
WHEN CENTRAL SITE HARDWARE HAS BEEN '
PURCHASED THROUGH INNOVATIVE Date:
INTERFACES,THE FOLLOWING WILL APPLY:
a) The Library agrees to take reasonable care of the Hardware
and not permit persons other than authorized
representatives of the Hardware Manufacturer to effect
adjustments or repairs to the Hardware.
b) From the first day of Initial Training to the expiration of the
Hardware Warranty period as purchased in, Schedule A,
Innovative will coordinate services provided by the
Confidential