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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