CONTRACT 4729 Professional Services AgreementAgreement No. 4729
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
INNOVATIVE INTERFACES, INC.
This AGREEMENT is entered into this 2nd day of February, 2015, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and
INNOVATIVE INTERFACES, INC., a California corporation ( "CONSULTANT ").
WHEREAS, CONSULTANT and CITY are parties to Agreement No. 2235 dated April
6, 1993 (the "License Agreement ") pursuant to which CONSULTANT granted CITY the right to
use its Millennium software in accordance with the License Agreement;
WHEREAS, CONSULTANT and CITY are parties to the related Eighteenth
Amendment to Agreement No. 2235 dated October 1, 2014 (the "Maintenance Agreement ")
pursuant to which CONSULTANT agreed to provide certain services to CITY related to the
Millennium software, which Agreement has been renewed in accordance with its terms and is in
effect; and
WHEREAS, CITY desires to migrate from CONSULTANT's Millennium software to
CONSULTANT's Sierra software and to retain CONSULTANT to provide maintenance and
subscription services to CITY for the Sierra software in accordance with the terms and
conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration and intending to be legally
bound hereby, the parties hereby agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed FIFTY SIX THOUSAND dollars ($56,000) for CONSULTANT's
services. CITY may modify this amount as set forth below. Unless otherwise
specified by written amendment to this Agreement, CITY will pay this sum as
specified in the attached Exhibit A, which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibits A and B,
which are incorporated by reference.
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B, CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CITY will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne
by CONSULTANT.
4. SOFTWARE LICENSE AND MAINTENANCE.
A. The Sierra software ( "Software ") to be made available to CITY pursuant to this
Agreement shall be deemed Software under the License Agreement and is subject
to the terms and conditions of the License Agreement, which is incorporated
herein by reference. In the event of a conflict between this Agreement and the
License Agreement, this Agreement will control. CONSULTANT grants to
CITY, during the paid subscription period and subject to the timely payment of all
fees due, a non - sublicensable, non - transferable, non - exclusive right to access and
use the Software during the paid subscription period in accordance with this
Agreement and the License Agreement.
B. Effective as of the completion of the implementation of the Software, the
Maintenance Agreement shall be replaced with the Software Maintenance
Agreement attached hereto as Exhibit B.
5. PAYMENTS; PRORATION OF SERVICES AND SUPPORT FEES
A. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours
worked and hourly rates for each personnel category and reimbursable costs, the
tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work
during the preceding billing month and a cumulative cash flow curve showing
projected and actual expenditures versus time to date.
B. The parties acknowledge that the CITY has paid CONSULTANT $31,243 for
Fiscal Year 2014 -15 for Millennium software services and support, pursuant to
the Maintenance Agreement. Pursuant to this Agreement, however, the CITY
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desires to migrate from CONSULTANT's Millennium software to
CONSULTANT's Sierra software during the term of this Agreement. Because
the Sierra software, once fully installed and functional, will replace the
Millennium software, the parties expressly agree that the amount already paid by
CITY to CONSULTANT for Millennium software services and support will be
pro -rated based on the date that the Sierra software replaces the Millennium
software and that the remaining amount of funds paid by the CITY for the
Millennium software will be applied to CONSULTANT's services and support of
the Sierra software.
6. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
7. ADDITIONAL WORK.
A. CITY's City Manager ( "Manager ") may determine, at the Manager's sole
discretion, that CONSULTANT must perform additional work ( "Additional
Work ") to complete the Scope of Work. If Additional Work is needed, the
Manager will give written authorization to CONSULTANT to perform such
Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the Manager with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
8. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii, Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
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immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
9. TERM. The term of this Agreement will commence on the date set forth above.
Notwithstanding the foregoing, the Software Maintenance Agreement, made a part of this
Agreement as Exhibit B, will commence on the date the Sierra Software is fully installed and
functional. Both this Agreement and the Software Maintenance Agreement will terminate on
September 30, 2015, unless terminated earlier pursuant to Section 16 or unless otherwise
determined by written amendment between the parties.
10. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A: Price Quotation for Sierra Services Platform;
B. Exhibit B: Software Maintenance Agreement.
12. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
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15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
16. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time upon ninety (90 days
written notice.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT's own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will, at CITY's option, become CITY's property, and CONSULTANT will
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
property. CONSULTANT may retain copies of said documents and materials as desired, but
will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY's own risk.
18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or
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public CITY without CITY's prior written approval. All press releases, including graphic
display information to be published in newspapers or magazines, will be approved and
distributed solely by CITY, unless otherwise provided by written agreement between the parties.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
iii. Intellectual Property Irift ngement. Notwithstanding any provision to
the contrary, CONSULTANT will, at its own expense, indemnify and
defend CITY against any claim that CONSULTANT's services or
work product furnished under this Agreement infringes a patent or
copyright in the United States or Puerto Rico. In such event,
CONSULTANT will pay all costs damages and attorney's fees that a
court finally awards as a result of such claim. To qualify for such
defense and payment, CITY must (a) give CONSULTANT prompt
written notice of any such claim; and (b) allow CONSULTANT to
control, and fully cooperate with CONSULTANT in the defense and
all related settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such an
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intellectual property claim, CITY will permit CONSULTANT, at its
option and expense, either to secure the right for CITY to continue
using CONSULTANT's services and work product or to replace it
with comparable services and work product.
B. For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 23, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, including, without limitation, to the provisions
concerning indemnification.
20. ASSIGNABILITY. This Agreement is not assignable by either party, whether by operation
of law or otherwise, without the prior written consent of the other party, which shall not be
unreasonably withheld.
21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure of control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
23. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
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T e of Insurance Limits
Commercial General Liability: $1,000,000
Professional Liability $1,000,000
Business Automobile Liability $1,000,000
Workers Compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under said insurance coverage and to state that such insurance will be deemed
"primary" such that any other insurance that may be carried by CITY will be
excess thereto. Such insurance will be on an "occurrence," not a "claims made,"
basis and will not be cancelable or subject to reduction except upon thirty (30)
days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16.
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24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation. The consultants listed
in Exhibit `B" are hereby approved.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY as mutually agreed upon by
teleconference or other mutually agreed upon format, to provide the status on the project, which
will include a schedule update and a short narrative description of progress during the past month
for each major task, a description of the work remaining and a description of the work to be done
before the next schedule update.
26. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT:
Innovative Interfaces, Inc.
5850 Shellmound Way
Emeryville, CA 94608
(510) 655 -6200
Attention: Jason Downs
If to CITY:
City of El Segundo
El Segundo Public Library
111 W. Mariposa Ave.
El Segundo, CA
Attention: Debra Brighton
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes maybe made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations under this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
Agreement No. 4729
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There are two (2) Exhibits to this Agreement. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
35. AUTHORITY /MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
Agreement No. 4729
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures on next page]
Agreement No. 4729
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CIT ° F.�L "EC UNI
r�gg'C r,
aTe nager,
[1VNOV l: INTERFACES, INC.
�b
ATTEST:
Taxpayer ID No m�
City °Clerk "
APPROVED AS TO FORM:
MARK D. HENS LEY City Attorney
B Y �^
David King, Assi
APPROVEAS TO T`CFI,KICAL SPECIFICA
Larry
Manager
EXHIBIT A
QUOTATION
CONFIDENTIAL PRICE QUOTATION FOR
CITY OF EL SEGUNDO (ELSEG)
Product Product Name
Number
29, 2014
Type
SIERRA Sierra Services Platform Services
Server Migration from Turnkey to Services
Migration Software Only
Product /Service Description
Agreement No. 4729
Quantity Amount
$17,000
$ 8,200
TOTAL: $ 25,200
Sierra provides complete ILS fianctionality, and is designed with unmatched flexibility to meet
changing needs of libraries and their users while also providing all the benefits of proven, stable
business logic and integrated resource management on which thousands of libraries rely_ One
hundred percent of the business logic of Millennium is available in Sierra.
Sierra's open architecture and powerf€al underlying relational database gives libraries open
access to their data rising 3rd party reporting tools and the option to develop local applications
against a robust API layer. The Sierra staff` application is built on a unified architecture, giving
the Iibraay the ability to authorize each staff inember access to an individualized set of Sierra
applications and workflows necessary to perform their duties, even if these duties cross the lines
of the traditional library modules.
The cost for Sierra is a one -time charge for migration to the new soffivare platform. Additional
products purchased for Millennium will be migrated over to Sierra.
The Sierra system includes the following softwarelfeaataares:
d Sierra open service - oriented architecture (SOA)
• Open source PostgreSQL relational database
• Access to Siena database using 3rd party SQL reporting tools
• Lucene indexing
• Integrated Sierra Desktop Application
Siena aaWai ^anon Agreenjenr
Agreement No. 4729
Sierra Hardware
Sierra is built on a flexible relational database store which requires more disk space and more
CPU power than Nfilleunimit's "object style"' store for a given number of records. The Sierra
services platform runs over 2 servers: a database server and an application server. These are the
specifications for your "Software only" fimetionality.
Application Server:
Innovative Server Class. CI
Aware vSphere host running on Intel or AMD Linux Server
Hosting a VM running Red Hal Enterprise Linux Version 5, 64 Bit
Providing 12 Virtual CPU's Prov id ing 24 6 b m em ory
Providing 292 Gb of virtual disk space assured to provide 10PS performance equivalent
to four physical SAS or SCSI drives
Providing 10011000 Mbps Ethernet connectivity
Database Server:
Innovative Server Class: C2
VMware vSphere host running on Intel or AMD Linux Server
Hosting a VM running Red Hat Enterprise Linux Version 5, 64 Bit
Providing 12 Virtual CKJ's Ptov id ing 48 G b m em ory
Providing 584 Gb of virtual disk- space assured to provide LOPS performance equivalent
to Eight physical SAS or SCSI drives
Providing 10011000 MbpsEdiemet connectivity
Supported Enterprise Backup Alternative or Cloud Back-tip Service
Sierra Delivery
The Sierra migration is typically a 4-9 week process, throughout which there are no interruptions
to library system functionality or workflow except for downtime on the Go-live day (typically d-
8 hours), and, if any software server 1111wations are called for as part of the project, downtime
associated with those. Once we begin the installation project. Sierra is typically ffilly installed
within 2 weeks, and a read-only Sierra client (Sierra Preview) will be made available for you and
your staff to preview and test the application launch on workstations. The filly finictional A
Application will also be available at the saute time as Sierra Preview.
The migration process includes the following services delivered by Innovative staff,,
• Support of our Sierra Success Team including a "single point of contact" to guide you
through the migration
* Tutorial resources and documentation provided through CSDirect
• Server Prep: Technical setup of Sierra servers
• Database Seeding: conversion of existing Millennium data to Sierra data format
• Sierra Preview: access to Sierra adnint and a read-only Sierra desk-top app (SDA)
• Sieffa Conversion ( "Sierra Go-live") (typically involves 6-8 hours downtime)
Sierra Mgration Agreement
Agreement No. 4729
The City's role in the uYigration includes the following_
• Kirdware Prep (if needed)
• Set Up Users and Worktiows
• Workstation Preparation
• Staff Orientation
e, Go Live!
Teutons & Conditions
1. This quotation iv vahrlfor° dS drrvs_
2. lerses are not included in the quate€1 prices but, if applic rtble, army be charged by
Innovative at point ofinvorcing..
3. Pavments men- be made over 2 installments with 50916 (.$I ? 400) titre at contract signing,
and 50'1(SI 2,600) due upon installation of Sierra -
Sien-a Maintenance: ,S3I,243 for the term. 771e Sierra maintenance fee is clue arnn« tllIv,
pr7or to lire annual renewal Arne after I'rt, t €tll €rtiort_ Enture ruaintenance costs areper the
So ry €ire otlrrirrterrcarr€-e ,tgr a errrerrt rhibit B. the parihm acknowledge that the Cjtv bets
paidlnrtovative 531,213for- I*"ic:rrl 1"crr 2'0'I� -1? fax -�llillr�rrrritrrrr softtivar'e Ser�rXCes arrrl
srtppor 1, pursuant to the Pursuant to this Agreement, hoi vever,
the ON de�vires to ruigreite fi °onr Innov€ file s Millennipan software to the .'Sierra s ivare
during lire ter=ra of this Agreement. Because the Werra software, oncefidly installed and
frnrctional, will replace the lillemrirrrrr srrf1ware, the pen - ies etpress/v agree that lire
amount alremli,� p€ri€1 by On, to Innovative for„ t"illenniurn software services and support
uvill bepro-rated hosed on the date that the 'Sierra software replaces the Afillenninin
software and that the rennaining annount of funds paid by the Citil, for the ittillennitint
software will be applied to Innovalive's services €nrd support of lite Sierra sgfi'nvare.
License /itfaintenance. No chrtuge to artrrrrol maintenance
4. Powtent teens are net thin tv (30) rIgvs from the invrrir'°e slate.
5. All prices are in US Dollars.
6. 77tis quotation is confidential between Ctrstonter and Innovative. )Notwithstanding lire
foregoing, lire Parties acknowledge that the Customer is a general law tit *v that is subject
to the Califorpria Public Records Act (Cal, Govt Code § 6250 el serf.), which imposes
certain duties opt the Customer to disclose `public records. (as defined) that are
prepared, owned, used or retained by the Customer, and that this Agreepnent and Exhibits
ntav c°onstittile "public- records" subject to disclosure pursuant to a request by a member
of the public.
7. All products and see -ices to be provided are subject to the terms and coptditions of this
gnolatiarn acrd the s ftsvare license agreement; software maituenance or support
agreement or other applicable agreement between the Cus tonter and Innovative. -
8, A charge of 3.5% of the total order will be addeclfior all credit crud orders/p€rvurents
over $2,000.
Sierra Migration Agreensent
Agreement No. 4729
9. Subscription fees, so fie adii e mainte:ddrnce or support fem will rernoin at the ratP'5 quoted
above (hiring the connuitted term. All subsequent renovals will be subject to change_ 77te
Cnstomerina'v cancel or change its right or license to rise. anv produr:•tYsa softiv {ire. or
services to be provide([ by Innovative prtrsrrant to this quotation onit; upon the end of
corriirprtted term set forth above or end of airy renetival term airs[ onhy if lire Customer
provides written notice to Innovative at least 90 dgvs prior to such date.
lU_ Innovative `s Pr fessional Services dep(rrtinent will contact the customers librat:v
coordinator within two O weeks tier receipt of the customer's purchase order to
schedule delivery or to arrange a meeting to discuss the deliven�finstallation process s°s° (nrdt
schedule. Service defivety or product installation will itsuddly be schedrded to commence
xvitlrin farts five (4-5) ddn =s gfter receipt of the custarner s purchase orders lire customer
should expect that completion of service deliverv, or product installation nrav take two (2)
to three_ (3) nionths q/ter commencement_
11. If coinniencertierrt of swervice deliveny or product installation is postponedl at the
custonter''s reepiest taitil a date rriore than six (6) inonths after receipt of the custorrrer's
purchase order, lite customer will be invoiced tire. frill amount of the purchase order on
lire date sit O months after the purchase order date, in advance of service deliverer or
product instdill(itiort. Irr addition, if a project conipletion1go -five date originally agreed
with a cusloiner is postponed by mare than six (6) mouths fit the customer's roeluest, the
Pricing for tide applicable pr•odhtcts or servicei� niav be a(Ijusted at Innovative 's discretion
to inatch pricing in #e„ <!i at /fret/ tirue. 77te custofrrer saMill be rtot,lid�dl itr (idle dttrce of a
pricing CTdI)iKSlrriPrdt.
12. Upon si ", mature of this Innovative quotation, the C. °it"v acknowledges that lite C "itv is
rnigratirrg front a perlrettial Millennium S' ftivare license to a Sierra Sojhvare
subscription license. Effective cis of the completion of lite huplementation of (lie Sierra
system, the petpettial Millennium Soffivare license shall be replaced with the Sierra
Sofhvare sttbscr•iption ficense. The Citv also acknowledges that all add-on Software
producrs purchased [h= the C"itt- shall also be migrated f oru a perpetual Sofhvare license
to a Sgftwar e subscription license tit this thee. Innovative grants to the Citv, during the
paid subscription iption period raid subject to the trrrrely pgvinent of all;;( es° dale, a non -
sulylicensable, non -tr rrris ferable, wort- excwhisive right to access and use the Sofhvdtre
diir ing the paid[ subscription period[.
I3. If C'i(vfails to pdpv Innovative anY ovinis dire under this Agreement opt a timely basin,
Innovative reserves the right to discontinue maintenance, subscription (rndl "or hosting
services, as applicable, until Citv frilly pays to Innovative all spans (arid relates[ penalties)
(together, the "Overdrie Arnotint due to Innovative. If Innovative discontinues
innintenance, subscription andlor hosting services provided to 04, Innovative also
reserves the right to receive oar C W'v a re -start pertaltlI fee equal to 30% of the Overdue
Amount, in addition to the Overdue Amount.
'irwrrtr Migration Agreement
Agreement No. 4729
:ire -#„ Migratimi.Agrwaieut
Agreement No. 4729
EXHIBIT B
SOVI WARE MAINTENANCE AGREEMENT
a)
This Maintentauce Agreement will
cover all licensed Software.
e)
If the City decides to cancel the
Agreement, or cancel or change any
b)
The initial term of this Agreement is
Software products, Innovative must be
for they period October 1, 2014 —
notified 90 clays prior to the annual
September 30, 2015 in the atmount of
maintenance or subscription renewal
$31,243 for Millennium and/or Sierra
date.
maintenance, a_ payable iu advance. For.
reference, the City has already paid
f)
The City must provide direct network
this fee of 531,243 for maintenance to
ianteniet access to the System. This
Innovative on January 14, 2015.
would also apply to firewalls, etc.
Innovative requires such access to
Credit card payments are subject to a
correct Software bugs and carry out
3.5% fee for may invoices over $2,000.
modifications to the System for the
purpose of maintaining the System.
c)
f"'athwe maintenance, subscription and
Innovative will be responsible for all
hosting service charges,, as
corrections at Innovative's expense.
applicable, may be subject to price
increases by Innovative. With regard
g)
Innovative will provide the City with
to such price increases. Innovative will
new releases of the licensed Software
advise the City no later than 30 clays
modules so long as the equipment and
prior to the increase going into effect.
operating system used for the System
is sufficient atid/or compatible for the
d)
If City fails to pay Innovative any
load and operation of such new
stuns due under this Agreement on a
release. If the equipment or operating
timely basis, Innovative reserves the
system is deemed not to be sufficient
right to discontinue maintenance,
for installation of the new release, then
subscriptions aud�'or hosting services, as
the City shall be respotsible for the
applicable, until City fully pays to
cost of new equipment or operating
Innovative all sauas (and related
system as may be required. If the City
penalties) (together, the "Overdue
declines to upgrade its equipment or
Amount") due to Innovative. If
operating system to accommodate the
Innovative discontinues maintenance,
upgrade to the licensed software, then
subscription and/or hosting services
the City shall remain at its then current
provided to City. Innovative also
software release. For the purpose of
reserves the right to receive from City
this document, the terns "new release"
a re -start penalty fee equal to 30% of
shall mean improvements in already
the Overdue Amotant, in addition to the
licensed Software modules.
Overdue Amount.
h)
If the City adds or upgrades any
s This ammal =b,aes rim 'nom ci4y wdl be msponsible fa all
additional Innovative Software
Mpficabb° byes-
modules to the System after the initial
&eyra Mi r otion A rraemmil
installation, the maintenance services
shall be extended to cover the
additional Software. The maintenance
charges for such Software shall be
based upon Innovative's then - current
maintenance rates. The additional cost
of coverage for the additional Software
shalt be added to the annual
maintenance amount.
j) Any services provided by Innovative
due to City - supplied e(luipluent failure,
where such equipment was not
purchased fto ru Innovative, and over
which Innovative has no direct control,
shall be billable at uuruovative's then
current maintenance rates.
k) This Software Maintenance Services
Agreement does not include repair
services or replaceruuent 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 origuuating
by reason of other than normal
operation of the System, or City's
negligence or misuse of the System.
The Software shall be operated as the
exclusive application on the
equipment.
1) The City is responsible for purchasing
and maintaining: the necessary licenses
Agreement No. 4729
for the operating: system, compilers,
and any other necessary central
operating system utilities. This
includes the C compiler and debugger.
m) The City must give Innovative
reasonable advance notice before
clanging the operating system version
or release. If it is necessary for
Innovative to provide assistance or
remedial services as a result of an
operating system change, these
services will be charged as a billable
service and will not be covered under
Innovative's standard maintenance
serwvice&
n) Irurovative will set up and maintain
various directories, files and named
paths on the System. This inforination
shall remain wholly confidential, and
the City staff shall not alter or delete
these items_
o) The City is responsible for any
problems that may occur clue to the
negligent use or intentional misuse of
the operating system, including, data
corruption or data loss that might
occur due the misuse of the root -
privilege access. As the City reports
problems, Innovative will determine if
the problems resulted from the City's
activity within the operating system,
and will notify the City at that time
that sueh service shall be billable. All
remedial service provided by
Innovative to restore Software, system
files, or City files corrupted by misuse
of the operating system shall be
billable at Innovative's then- current
hourly rates.
p) The City is responsible for maintanuiug
the operating system accotmt and for
keeping; the password and access
Sierra Migration Agreement
I"
Agreement No. 4729