HomeMy WebLinkAboutStaff Report 13932
City of Palo Alto (ID # 13932)
City Council Staff Report
Meeting Date: 6/13/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of Contract No. C22182951 with Innovative Interfaces
Incorporated for use of its Online-Hosted Integrated Library System (ILS)
Software, Innovative Mobile App, and Implementation Services, for a Five -
Year Term and a Total Contract Not-To -Exceed Amount of $983,388 including
a Ten-Percent Contingency/Additional Services Amount
From: City Manager
Lead Department: IT Department
Recommendation
Staff recommends that the Council approve and authorize the City Manager or their designee
to execute the attached Contract No. C22182951 with Innovative Interfaces Incorporated
(Attachment A) for use of its online-hosted Integrated Library System (ILS) Software, Innovative
Mobile App, and Implementation Services, for a five-year term and a total not-to-exceed
amount of $983,388, which includes a 10% contingency for Additional Services in the amount of
$89,399, to be assigned via City-approved Task Order as detailed in the agreement.
Executive Summary
This agreement will enable the Library to continue using the current software and/or software
services to provide the functionality of the Library’s Integrated Library System (ILS). It will also
add use of the Innovative Mobile App, a mobile checkout function, and provide implementation
services for the app and configuration of RFID (radio frequency identification) beacons. Staff
uses the ILS to perform and manage most library transactions and operations, including
circulation of library materials (check-in and check-out items, holds management),
management of customer accounts, creation of public access to all types of library materials,
preparation of such materials for public use and statistical reporting.
Background
The average useful life of an ILS is roughly seven years. Before migrating to the current ILS
provided by Innovative Interfaces Incorporated (Innovative Interfaces), the Library installed one
system in 2005. The project and associated costs were detailed in the Library’s technology plan
completed in 2009 and reviewed by the Library Advisory Commission. The plan recommended
the replacement of the ILS software in order take advantage of new features such as federated
search and to implement a discovery layer, features which will allow users to find a greater
number of resources or options to answer their searching terms. Innovative Interfaces’ ILS was
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chosen for these reasons. Additionally, the ILS replacement allowed the Library to achieve the
following goals:
• Eliminate most or all in-house ILS computer hardware and software via replacement
with a cloud-based ILS service
• Address shortcomings in the existing bibliographic database system including search,
record display, and interoperability requirements with other vendors and services
• Improve the customer usability of the public access catalog to provide customizable
web-based self-service
• Improve the functionality of the circulation system
• Improve database maintenance and cataloging
• Maintain functionality of acquisition and serials services
• Provide robust reporting and integration with third-party products and services
With those goals, the current ILS system was selected in November 2014 through a public
solicitation and a contract executed in March 2015.
Discussion
Procurement Process
A request for proposals for the Library Computer System software was issued in March 2014.
An evaluation team of staff from the Library Department, IT, and a library technology
consultant evaluated proposals from five vendors.
The criteria used to evaluate the proposals were the following:
• Cost considerations
• Company viability and references
• Support and maintenance agreements
• Expertise in providing the required service
The evaluation team invited three of the five proposers to come to Palo Alto to do live
demonstrations of their systems. Along with demonstrations and references from other
libraries that currently use the respondents’ services, staff found that when taking into
consideration all criteria, Innovative Interfaces, Incorporated was found to have the best ILS
services to meet the needs of the Library.
Evaluation and award of the ILS vendor was approved in January 2015, CMR 4920. The contract
for the existing system expired in March 2022. Staff recommends that the Library services
continue using the existing ILS platform for an additional five (5) years, for a total of 10 years of
services. The primary reasons for this recommended amendment and extension include:
• Migration to a new system and subsequent staff training demands extensive resources.
The priority of Library staff is to focus on recovery from the past budget reductions and
continuing to implement services through the recovery period. The Library has
insufficient resources to engage in changing systems while prioritizing re-opening and
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supporting daily services.
• The existing ILS has received positive feedback regarding the ease of use and ability to
find materials quickly. Any system change will require new orientation on the part of
customers.
• Innovative Interfaces, chosen through a public process originally, has been making
efforts to keep its system updated by adapting newly developed technology. This
platform introduced three new versions and migrated customer data to cloud storage
since the City implemented it in 2015. The Mobile App allows in-stack checkout, a
convenience that customers have been requesting.
Staff will evaluate the marketplace and ILS options to assess available tools that may meet the
needs of the library and its patrons for these transaction services prior to any additional
provisions of services beyond this recommended term.
Alternatively, if the Council does not approve this amendment, or approves one under
alternative terms, staff would recommend at least a one-year extension to ensure continuity of
services before a market evaluation is completed and potentially a new system implemented.
This would significantly impact other projects as this system is required for day-to-day
operations of library services.
Resource Impact
Funds for the Fiscal Year 2022 costs have been budgeted in the Information Technology Fund.
Ongoing maintenance costs are subject to annual approriation of funds through the annual
budget process.
Breakdown of Costs: Innovative Interfaces Contract Costs
Stakeholder Engagement
The Customer Satisfaction Survey, a general assessment about library services conducted in
2018, has shown that customers were satisfied with the way they were able to find library
materials through the library online catalog. No solications for ILS-specific feedback from
customers has been done.
FY = March 1 - Feb. 28
Year 1,
FY2022
Year 2,
FY2023
Year 3,
FY2024
Year 4,
FY2025
Year 5,
FY2026
Total all
5 Years
Sierra Subscription/Decision
Center/Resource Sharing $155,060 $160,487 $166,104 $171,917 $177,934 $831,502
Mobile App - License $11,000 $11,385 $11,783 $12,196 $12,623 $58,987
Mobile App - Professional
Services (One-time) $3,500 $0 $0 $0 $0 $3,500
Total: $165,933 $168,118 $174,002 $180,092 $186,396 $893,989
Contingency for Additional Services $89,399
Grand Total w/Contingency $983,388
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Policy Implications
This recommendation does not present any changes to existing City policies.
Environmental Review
Approval of this agreement does not constitute a project under the California Environmental
Quality Act (CEQA); therefore, an environmental assessment is not required.
Attachments:
• Attachment A: C22182951_Innovative_Interfaces_Incorporated_final_060222
City of Palo Alto Professional Services Contract No. C22182951 Rev. Dec.15, 2020 Page 1 of 37
CITY OF PALO ALTO CONTRACT NO. C22182951 AGREEMENT FOR PROFESSIONAL SERVICES and SOFTWARE LICENSE (“License”) BETWEEN THE CITY OF PALO ALTO AND INNOVATIVE INTERFACES INCORPORATED
This Agreement for Professional Services and Software License (“License”) (this “Agreement”) is entered into as of the 13th day of June, 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INNOVATIVE INTERFACES INCORPORATED, a California corporation, located at 1900 Powell Street, Suite 400, Emeryville, CA 94608 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS
A. CITY intends to engage the CONSULTANT to provide continued access to and use of the CONSULTANT’s the online-hosted Sierra Integrated Library System (ILS) Software (defined in Section 14) and its Innovative Mobile application (“app”), as well as implementation services for the Innovative Mobile app and RFID (collectively, the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through February 28, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this
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Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of actual damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Eight Hundred Ninety Three Thousand Nine Hundred Eighty Eight Dollars and Ninety Four Cents ($893,988.94 ).
The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not-to-exceed compensation amount of Eighty Nine Thousand Three Hundred Ninety Eight Dollars and Eighty Nine Cents ($89,398.89) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Nine Hundred Eighty Three Thousand Three Hundred Eighty Seven Dollars and Eighty Three Cents ($983,387.83), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in
substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK
ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit
C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an
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authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect CONSULTANT’s obligations in any manner regarding the Project or the performance
of the Services or those engaged to perform Services under this Agreement, as amended from time
to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
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that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. Notwithstanding the foregoing, a party may assign this Agreement without the other party’s consent (i) as part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets or capital stock; or (ii) to an Affiliate of such party provided that any such assignment will not release the assigning party from its obligations under this Agreement. CONSULTANT shall provide CITY with prompt notice of such corporate reorganization, consolidation, merger, or sale of substantially all of its assets or capital stock to which this
Agreement relates, or assignment to an Affiliate, once CONSULTANT is permitted to publicly
disclose the same. CONSULTANT shall demonstrate to CITY’s reasonable satisfaction that the assignee has the ability, capacity, experience and skill and is otherwise qualified to perform the Agreement and the parties, and the assignee shall enter into a written assignment agreement in a form acceptable to the CITY, pursuant to Palo Alto Municipal Code section 2.30.290(c). CITY
may terminate this Agreement if it is not reasonably satisfied with any such assignment. Any
purported assignment made without CITY’s written approval, as required under this provision, shall be null and void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 (Assignment) above, CITY
agrees that subcontractors may be used to complete the Services. The subcontractor authorized by
CITY to perform work on this Project are:
SOLUS
Any third-party Hosting Provider (as defined in Exhibit A) that CONSULTANT utilizes in performing this Agreement.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
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compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Tom McNamara as
the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. CONSULTANT may designate an alternate Project Manager from time to time by written notice to the CITY. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable
manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Sarah Wilson, Library Department, 1213 Newell Road, Palo Alto, CA, 94303, Telephone: 650-329-2516. CITY’s Project Manager will be CONSULTANT’s point of
contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time by written notice to the CONSULTANT. SECTION 14. INTELLECTUAL PROPERTY; DATA. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, calculations, documents, and other materials and copyright interests developed under this Agreement, in any format or media, as unique to this engagement with CITY, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
14.1 Intellectual Property Rights in the Software. CONSULTANT and/or its licensor(s), as applicable, retain all right, title, and interest in and to the Software, further defined as the online-hosted Software to be provided by CONSULTANT to CITY, its Authorized Users
(defined below), and public users (if applicable, as addressed in Section 14.2 below), pursuant to
this Agreement, as detailed in Exhibit A (“Scope of Services”), including without limitation all Software (defined below) used to provide the Software and all graphics, user interfaces, logos, and trademarks reproduced through the Software. This Agreement does not grant CITY any intellectual property license or rights in or to the Software or any of its components or any
Documentation (defined below) except those expressly granted herein. CITY recognizes that the
Software and its components and the Documentation are protected by copyright and other laws. “Software” means the online-hosted computer software application(s) residing on CONSULTANT-provided servers that CONSULTANT uses to provide to CITY the Services detailed in this Agreement, and that CONSULTANT makes digitally accessible to the CITY, its
Authorized Users, and public users (if applicable, as addressed in Section 14.2 below), via the
internet. “Documentation” means the technical publications relating to the use of the Software, such as reference, installation, administrative and programmer or user manuals, made available by CONSULTANT to CITY.
14.2 Grant of Right to Use the Software. Subject to the terms of this
Agreement, CONSULTANT hereby grants to CITY a non-exclusive, non-assignable license to access and use the Software, components of its software applications, modules, and other products for the term of this Agreement as contemplated herein. The license granted to CITY hereunder
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includes the right to provide to the CITY’s Authorized Users access to the Software in accordance with this Agreement. “Authorized User” means the base number of persons listed in the Pricing Exhibit holding a valid ID and password issued by the CITY pursuant to this Agreement. If the Software provided pursuant to this Agreement consists of, or includes, public-facing functionalities, the license granted hereunder also extends to public users to access and use the
public-facing functionalities of the Software. CONSULTANT warrants that it has the right to provide the foregoing license to access and use the Software pursuant to this Agreement, that CONSULTANT has obtained any and all necessary permissions from third parties to provide the Software.
14.3 Ownership of Data; Grant of License to City Data. The parties acknowledge and agree that CITY owns the City data, content, documents, materials and other information, in any format or media, inputted by City, its Authorized Users or its public users, into the Software (“City Data”); that the CITY has a right to control, access and retrieve City Data at any time during the term of the Agreement, in computer-readable format. The CITY hereby
grants to CONSULTANT and its subcontractors, if any, the limited, non-exclusive, non-transferable, revocable rights to access and use City Data during the term of this Agreement solely for the purposes of performing CONSULTANT’s obligations to CITY hereunder and supporting CITY’s use of the Software hereunder, as well as to generate aggregated, system-wide collations of industry and business data in a non-attributed, non-identifiable manner for product improvement
and product creation that does not identify CITY or detail of its particular data, and as is otherwise expressly permitted under this Agreement. This Agreement does not grant CONSULTANT or its subcontractors, if any, any intellectual property license or rights in or to the City Data except those expressly granted herein. Upon termination or expiration, if CITY will leave the Software, CONSULTANT and CITY shall work together to provide CITY with a copy of City Data in
mutually-agreed computer-readable format(s), such service will be performed pursuant to a written statement of work and paid for by CITY, applying CONSULTANT’s then-current rates for daily/hourly work, as the case may be. CITY shall have the option to choose from one of several methods to obtain a copy of City Data. Once such data has been provided to CITY,
CONSULTANT shall use, or cause to be used, industry-standard secure means of destruction or
erasure of any City Data remaining in its possession and, at the CITY’s request, certify the same. 14.4. Data Security. CONSULTANT will maintain, or cause to be maintained, a data security program for the Software that will include reasonable administrative,
physical, technical, organizational and other security measures to protect against unauthorized
access to, or destruction, loss, unavailability or alteration of, any City Data accessed by CONSULTANT and its subcontractors, if any, in the performance of this Agreement including without limitation City Data processed or stored by the Software. Contractor will provide security for its networks and all internet connections consistent with industry best practices, and will
promptly install all patches, fixes, upgrades, updates and new versions of any security software it
employs. City Data will be encrypted at rest and in transit with controlled access. 14.5. Notification of Legal Requests. CONSULTANT will immediately notify City upon receipt of any subpoenas, service of process, litigation holds, discovery requests and
other legal requests (“Legal Requests”) related to City’s Data under this Agreement, or which in
any way might reasonably require access to City’s Data, and in no event later than 2 business days after it receives the request. CONSULTANT will not respond to Legal Requests related to City without first notifying City other than to notify the requestor that the information sought is
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potentially covered under a non-disclosure agreement. CONSULTANT will retain and preserve City Data in accordance with the City’s instruction and requests, including, without limitation, any retention schedules and/or litigation hold orders provided by the City to CONSULTANT, independent of where the City Data is stored. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of the negligence, recklessness or willful misconduct by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. For avoidance of doubt, CONSULTANT’s indemnification obligations under this Section 16 include the
infringement indemnification provided under Section 7 (Indemnification) of Appendix 1 (Innovative Interfaces Incorporated Master Professional Services Agreement) and Section 7 (Indemnification) and Section 7 (Indemnification) of Appendix 2 (Innovative Interfaces Incorporated Subscription License Agreement) of this Agreement.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 16.A. LIMITATION OF LIABILITY. 16.A.1. LIMITATION OF LIABILITY OF CONSULTANT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT
SHALL CONSULTANT BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM
IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CITY, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY
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SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONSULTANT TO CITY EXCEED THE FEES PAID TO CONSULTANT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A
CLAIM IS FIRST ASSERTED. CONSULTANT'S LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (2) CONSULTANT’S OBLIGATIONS TO INDEMNIFY CITY PURSUANT TO SECTION 16 (“INDEMNITY”) OF THIS AGREEMENT, (3) STATUTORY DAMAGES, AND (4) WRONGFUL DEATH CAUSED BY CONSULTANT. 16.A.2. LIMITATION OF LIABILITY OF CITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 4 (“NOT TO EXCEED COMPENSATION”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN
CONNECTION WITH THIS AGREEMENT. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’
notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within ten (10) business days of the CONSULTANT’s receipt of such notice. Upon request by CITY Project Manager or designee, CONSULTANT will provide
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the then-current certificate(s) evidencing the insurance during the term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired, subject to the limitations of liability in Section 16.A. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt
of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Intellectual Property; Data), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Intellectual Property; Data). 19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250 Palo Alto, CA 94303
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With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT represents that it is committed to promoting and improving accessibility to enable CITY to comply with the W3C Web Content Accessibility Guidelines Version 2.0 Level AA (WCAG 2.0 standard) and Americans with Disabilities Act ("ADA"), 42 U.S.C. 12101 et seq. and Sections 504 and 508 of the Rehabilitation Act 29 U.S.C. 701 et seq. as
those laws apply to the CITY. CONSULTANT agrees to address within a commercially reasonable
time, any complaint related to compliance accessibility of its software that has been identified and brought to the attention of CONSULTANT.
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SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer including but not limited to, proposals, quotes, invoices, reports, and public
education materials, shall be accepted by electronic means by the CITY. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (a) is not a public works contract;
(b) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (c) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
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1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, the parties may have access to Confidential Information (defined below). The parties will hold Confidential Information in strict
confidence, not disclose it to any third party, and will use it only in the performance of this Agreement and for no other purpose. The parties will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, the parties may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they
have a need to know in order to perform obligations under this Agreement and for no other purpose, provided that the parties informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to a disclosing party to a receiving party, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that: (i)
was publicly known at the time it was provided or has subsequently become publicly known other
than by a breach of this Agreement; (ii) was rightfully in recipients possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by recipient from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of recipient without any use of or access to the Confidential Information;
or (v) recipient has written consent to disclose signed by an authorized representative of the
disclosing party. 28.3. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that such party will notify the other party in writing of such order immediately
upon receipt and prior to any such disclosure (unless the party is prohibited by law from doing so), to give the other party an opportunity to oppose or otherwise respond to such order. 28.4. A party will notify the other party promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information, the party will provide information to other party sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
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28.5. Prior to or upon termination or expiration of this Agreement, the parties will honor any request from the other party to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the disclosing party and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on the receiving party. 28.6 Compliance with Subpoena or Court Order. Notwithstanding anything to the contrary in this Section, if any Confidential Information is subject to disclosure pursuant to a lawful subpoena or court order, a party may disclose such Confidential Information to the extent
required thereby, and such disclosure shall not be deemed a violation of this Agreement. In the event a receiving party receives a subpoena or court order covering the disclosing party’s Confidential Information, then prior to disclosing such information, the receiving party shall provide written notice to the disclosing party of such subpoena or court order, if legally permissible, as soon as possible and in no event more than seventy-two (72) hours after the
receiving party has received such subpoena or court order, in order to allow time for the disclosing party to take legal action to prevent disclosure if the disclosing party so chooses. Nothing herein shall require receiving party to take any action, or to refuse to disclose information, where to do so would violate applicable law or court order.
28.7 Compliance with Public Disclosure Laws. Notwithstanding anything to the contrary in this Section, the parties understand and agree that City is a public entity, and if any Confidential Information or information about this Agreement or its performance is subject to disclosure by the City pursuant to applicable open government and public records laws, including without limitation California’s Brown Act, the California Public Records Act and Palo Alto
Municipal Code section 2.30.610, the City may disclose such information to the extent required thereby. In the event the City receives a public records request covering the CONSULTANT’s Confidential Information, the City shall, promptly following receipt, give notice to CONSULTANT of such request in case CONSULTANT wishes to take legal action to prevent
disclosure if CONSULTANT so chooses. Nothing herein shall require the City to take any action,
or to refuse to release information, where doing so would violate applicable law or court order. 28.8. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. The CITY does not waive its right to a jury trial.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
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parties. 29.4. This Agreement, including all exhibits and appendices, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and
undertakings, either oral or written. This Agreement supersedes any click-through, click-on, “screen wrap” or other user agreement that may appear on any CONSULTANT Software, application or website. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
29.10 The parties understand and agree that City is a California public entity subject to applicable open government and public records laws, including without limitation California’s Brown Act, the California Public Records Act, and Palo Alto Municipal Code section 2.30.610; that the City operates in an open and public manner in accordance with applicable open
government laws; and that the City may disclose this Agreement and information about this
Agreement (except Confidential Information of Consultant, which shall be handled pursuant to Section 28 of this Agreement regarding Confidential Information) in accordance with applicable open government and public records laws.
29.11 All fees under this Agreement are exclusive of any applicable sales, value-
added, use or other taxes (“Sales Taxes”). It is the understanding of the parties that online-hosted software, such as the Software provided hereunder, is not “tangible personal property” and is therefore not taxable under Title 18 of the California Code of Regulations, Section 1502(f)(1)(C)-(D). If this understanding should prove incorrect, CITY will be responsible for any and all
applicable Sales Taxes, not including taxes based solely on CONSULTANT’s net income. If any
applicable Sales Taxes related to the fees under this Agreement are found at any time to be payable, and the Sales Taxes applicable to the Software provided to CITY under this Agreement are assessed by the taxing authority against CONSULTANT, the amount may be billed by
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CONSULTANT to CITY, with supporting documentation, and shall be paid by CITY pursuant to an amendment to this Agreement as provided for in Section 29.4 of this Agreement. SECTION 30. EXHIBITS AND APPENDICES; ORDER OF PRECEDENCE. Each of the following exhibits and appendices, if the check box for such exhibit or appendix is selected below,
is hereby attached and incorporated into this Agreement by reference as though fully set forth herein. In the event of any conflict between the provisions of this Agreement for Professional Services Software License document including Exhibits A through E as compared to the provisions of Appendices 1 through 3, the provisions of this Agreement for Professional Services and Software License document including Exhibits A through E shall take precedence, followed by
the provisions of Appendices 1 through 3. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: CYBERSECURITY TERMS AND CONDITIONS
APPENDIX 1: INNOVATIVE INTERFACES INCORPORATED MASTER PROFESSIONAL SERVICES AGREEMENT APPENDIX 2: INNOVATIVE INTERFACES INCORPORATED SUBSCRIPTION LICENSE AGREEMENT
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT No. C22182951 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO ____________________________
City Manager APPROVED AS TO FORM: __________________________
City Attorney or designee
INNOVATIVE INTERFACES INCORPORATED Officer 1
By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title:
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Tom Jacobson
VP, Exec Library Advocate & Strategist
SVP Library Services
Hilary Newman
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EXHIBIT A SCOPE OF SERVICES CONSULTANT (also referred to herein as “Innovative”) shall provide the Software and Services
(collectively, the “Services”) detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Task 1: Sierra Integrated Library System (ILS) Software CONSULTANT will provide access to and use of its Sierra Integrated Library System (ILS), a Software offering. CITY’s access to and use of the Sierra ILS Software licensed under this
Agreement includes hosting, support and maintenance.
Sierra integrates multiple workflows — eResource Management, Circulation, Cataloging, Acquisitions, and more — into one easy to use interface to allow uninterrupted progress on day to day initiatives or special projects, saving the customer valuable time.
Sierra gives the customer the ability to customize its workflow based on role. For example, library staff involved in circulation as well as acquisitions can employ a persona-based experience by creating a customized module that allows the customer to work seamlessly within one space for efficiency. Sierra ILS includes without limitation the following features:
RESTful APIs Sierra facilitates the connections libraries have with the communities they serve. Whether it be finance applications, learning management systems, or any community the library
exists within, Sierra is open and can connect.
Workflow on the Go Working seamlessly with Mobile Worklists, Sierra liberates library staff with a mobile
experience that moves library operations into the stacks and away from repetitive
material handling. With MyLibrary! for Sierra, library patrons can access library resources, place holds, check out digital items, and visit the customer’s library on social media all in one place
on their mobile device.
Sierra ILS includes the following functionalities: • Cataloging – Manage bibliographic records, check statistics, load metadata • Acquisitions – Manage orders, vouchers and create lists
• Circulation – View check-in/out and hold requests • eResource Management – View and manage electronic journals and databases including Open Access content • Serials – Serials and bindery management • Administration – Perform back office tasks, rapid update, global update, delete
records
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Task 2: Innovative Mobile App In addition, Innovative will provide CITY and its users with access to and use of its Innovative Mobile app, a mobile software application that provides on-the-go access to collections and
services direct from iOS or Android mobile devices. The Innovative Mobile app offers patrons
convenience, with a modern interface that’s customized for the customer’s library and, if needed, for the customer’s entire network. CITY’s access to and use of the Innovative Mobile app licensed under this Agreement includes hosting, support and maintenance.
Innovative Mobile is a mobile library application designed to extend the walls of the customer’s
library through advanced capabilities such as discovery, patron account access, and “Click and Collect” which allows patrons to reserve items and then be notified when it’s time to pick up. Sierra ILS includes without limitation the following features:
Self-Check and Contactless Pick Up
With a focus on safety and contactless service, Innovative Mobile simplifies receiving online payments and provides low-cost patron self-service options, including a digital library card and a self-check via barcode or RFID. In addition, a “Curbside Pickup”
option is available for patrons to reserve items in the app and be notified when it’s time to
pick up, and an “I’m Here” option to alert the library the patron is ready for pickup curbside. Quick and easy set up, configure in a matter of weeks
Innovative Mobile works with Sierra and Polaris public libraries and consortia today (iOS and Android), and includes search integration with Vega Discover. In addition to an implementation process that can be completed in weeks, the built-in features mean a better experience once it’s live. Patrons can use linked accounts to manage accounts for
their whole family, and patrons can pay their fines through the app using the customer
library’s current fine payment service. Customized to look like the customer’s library, and built for the customer’s patrons
Innovative Mobile is customized with each customer library’s logo, colors, even layout.
The exciting part is that patrons can customize their experience as well, deciding if they want left to right or up and down scrolling, and 20 languages for the best possible experience.
Innovative Mobile includes the following functionalities: • Modern Patron Experience – Searches the full catalog, with intuitive options to navigate available library resources and services. Compatible with iOS and Android. • Consortia-Friendly by Design – Templates allow individual libraries to quickly
and affordably launch a custom app connected to the larger network and with
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their local branding. • Supplement Self-Check Hardware – Stay safe and offer options with check out and check in via barcode and RFID in the app, plus fine pay and renewals. Implementation services to be provided for the Innovative Mobile app are detailed below.
Tasks 3 &4: Innovative Mobile App Implementation Services Scope of Work (“SOW”) (Task 3) including Configuration of RFID Beacons (Task 4) CONSULTANT will provide implementation services, as detailed below, to enable the CITY and its users to access and use CONSULTANT’s Innovative Mobile app and utilize RFID.
A. [RESERVED] B. Implementation Services SOW
The SOW for the implementation services includes the following set of professional services:
1. Innovative Mobile App Implementation (Task 3). Innovative Services Team (“Services Team”) will work with the CITY to configure, install, and test a customized Innovative Mobile application (“App”) for the CITY. NOTE: Some services specified in
this Statement of Work will be performed by subcontractor/subconsultant Solus
(“Solus”), including creation of customized App for CITY, and publishing of App to specified online app stores. Specified work includes:
a. Project management
b. Project kickoff between Services Team and CITY c. Creation and configuration of CITY instance on Innovative Mobile Content Management System (“CMS”) for a single production environment d. Custom App development
e. Publishing of App to Apple and Google app stores
f. Liaison with Solus g. Post-implementation testing h. Remediation of post-implementation issues found during testing
2. Configure RFID Beacons (Task 4). Services Team will work with the CITY to deliver
and configure RFID Beacons (“Beacons”) for self-check as specified in the Contract. Specified work includes: a. Delivery of Beacons to CITY
b. Provisioning and configuration of Beacons
c. Assisting CITY with testing and troubleshooting of Beacons
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C. CONSULTANT Services Team The CONSULTANT’s Services Team will provide the following available for this SOW: 1. Project Manager: Responsible for coordination of schedule and App delivery with the
CITY, consultation on App configuration requirements, and consultation on available App customization, and liaison with third party vendor Solus as necessary. 2. System Engineer: Responsible for creation of CITY configuration in the Innovative Mobile Content Management System (CMS), and configuration of the ILS as required.
D. CITY Implementation Team 1. Technical Lead: Will be responsible for assisting with CITY responsibilities related to the installation and any other system level duties required by CITY, and coordinating/
providing all CITY responsibilities identified in Implementation Assumptions. E. Implementation Assumptions 1. CITY will have adequate resources available to ensure timely completion of any library
tasks outlined in the project schedule. 2. Timeline for the completion of this project will be established, through joint planning conversations between the CITY and Innovative during the initial stage of the project. 3. CITY shall be responsible for: a. Participating in project kickoff, and assisting in establishing project schedule
b. Providing images for App customization c. Applying for Apple Developer account, and providing app publishing credentials to Innovative Services team d. Providing Services Team with required profile and configuration information, in
an App configuration questionnaire and App configuration spreadsheet to be
provided by Services Team. e. Testing App download from Apple and Google app stores, and testing App for proper appearance, functionality, and configuration f. Physical installation of Beacons at CITY facilities
F. Fees and Payment Terms Fees and payment are provided for elsewhere in this Agreement, for example and without limitation, in Section 4 (Not to Exceed Compensation), Section 5 (Invoices), and Exhibit C
(Compensation) of this Agreement.
Included under Tasks 1 & 2: Software Maintenance and Support 1. Maintenance and Support. Innovative will offer maintenance and support on the terms set forth herein (“Maintenance and Support”) for the latest generally available version of the software (also referred to herein as “Software”) and for certain earlier versions in accordance
with Innovative’s support policy. Standard Maintenance and Support is included with the price
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for the annual license set forth in Exhibit C (Compensation) of this Agreement. 2. Error Response. Error descriptions (each an “Error”), the Error severity levels and corresponding targeted response time per level are each described in the table below. The Targeted Response Times in the table below identify the response times that Innovative will
target for the corresponding Error, however, such Targeted Response Times are not guaranteed.
Severity Description Target Response Time
One - Site Down A major component of the software is in a non-responsive
state and severely affects library productivity or operations. A high impact problem that affects the entire library system. Widespread system availability, production system is down
1 hour
Two – Critical Any component failure or loss of functionality not covered in Severity 1 that is hindering operations, such as, but not limited to: excessively slow response time, functionality degradation; error messages; backup problems; or issues affecting the use
of the module or the data
2 hours
Three - High Lesser issues, questions, or items that minimally impact the
work flow or require a work around
2 business days;
excludes
holidays and weekends
Four – Routine Issues, questions, or items that don’t impact the work flow.
Issues that can easily be scheduled such as an upgrade or patch
4 business days;
excludes holidays and weekends 3. Error Reporting and Diagnosis.
a. CITY (also referred to herein as “Client”) must designate a representative
as the contact that will report Errors to Innovative and be Innovative’s primary contact for the provision of Maintenance and Support pursuant to the terms of this Agreement (such representative is referred to herein as the “Client Contact”). When a Client Contact reports an Error, Innovative will use commercially reasonable efforts to diagnose the root cause of the Error
(“Diagnosis”). Upon completing the Diagnosis, each Error will be classified as either a
“Warranty Error” or a “Non-Warranty Error” pursuant to Section 3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both Warranty and Non- Warranty Errors as described below.
b. “Warranty Errors” are all Errors that do not qualify as Non-Warranty
Errors. “Non-Warranty Errors” are Errors resulting from any of the following causes: (i) misuse, improper use, alteration or damage of the Software; (ii) operator error; (iii) incorrect data entry by Client; (iv) third-party software not part of the Software; (v) errors and/or limitations attributable to Client environment; (vi) Client’s failure to incorporate any New Release (as
defined below) previously provided to it by Innovative which corrects such Error; (vii)
modification of the Software performed by Client; and (viii) technical consulting services provided by Innovative at Client’s request (e.g., change orders, integration development, or
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configuration design and implementation), unless Client notifies Innovative of such technical consulting services problem within the applicable warranty period set forth in the governing statement of work, change order or agreement. Client acknowledges that the Software is intended for use only with the software and hardware described in the Specifications provided by Innovative from time to time, and Client will be solely responsible for its adherence thereto. The
license granted to Client pursuant to this Agreement will include, at no additional cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the Software offered generally by Innovative to its clients during the term of this Agreement (collectively, “New Releases”). “New Releases” do not include new or additional modules, applications or other software now or hereafter offered by Innovative, each of which require a separate license
and payment of additional license fees. The term “Software” will be deemed to include New Releases. Except to the extent that Client purchases Innovative’s hosting service, additional fees at Innovative's then-prevailing professional service rates will apply for implementation of New Releases. (For the avoidance of doubt, as noted above, Client’s purchase of the Software pursuant to this Agreement includes Innovative’s provision of hosting services.)
c. If the Client is hosting their Software, the Client must provide direct network internet access to the Software, including any firewalls. Innovative requires such access to correct Software bugs and carry out modifications of the Software for the purpose of maintaining the Software.
4. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to Section 2 above and will use commercially reasonable efforts to resolve Warranty Errors at no additional charge if Client has purchased and is current on its payment for Maintenance and Support; however, Innovative may charge Client for such effort with respect to
Non-Warranty Errors according to the following process: (i) When the Client Contact reports any Error, prior to commencing the Diagnosis for the Error, Innovative will notify the Client Contact that the Diagnosis and repair effort will be at no charge to Client unless the reported Error is determined to be a Non-Warranty Error, in which case only the first two hours of
Diagnosis will be at no charge; and (ii) Innovative will then commence the Diagnosis unless
instructed otherwise by the Client Contact. If more than two hours are required for the Diagnosis of Non-Warranty Errors, then such additional Diagnosis hours will be charged to Client at Innovative’s then-current rate for technical services. Once the Diagnosis is complete, the Client Contact will be given the option of having Innovative proceed with repairing the Non-Warranty
Error, and, if so requested, Innovative will provide an estimate of the total cost for such effort. If
agreed to by the Client Contact, Innovative will undertake to repair the Non-Warranty Error and charge Client for the associated technical services performed. Any additional charges will be implemented pursuant to the Task Order provisions of Section 4 (Not to Exceed Compensation) regarding Additional Services or pursuant to an amendment to this Agreement per Section 29.4
herein.
5. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management system, and provides an Internet portal for Clients to report issues. Clients may review the status of issues reported online. When an Error is either unresolved or not
resolved in a timely fashion, the Client should contact Innovative representatives pursuant to
Innovative’s escalation policy made available on Innovative’s Internet portal.
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Included under Tasks 1 & 2: Software Hosting Services Terms and Conditions (“Hosting Terms”)
1. Hosting Services. The following terms apply for all purposes to Client’s license to and use of the Software under this Agreement. 2. Hosting Solution. Innovative offers clients a standard cloud-based hosting option (the “Standard Plan”). The table below sets forth the features of the Standard Plan. This option
provides industry-leading security and monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top-tier cloud hosting provider (the “Hosting Provider”), with the flexibility to meet clients’ data storage, data recovery, and information security policy requirements. To meet clients’ global hosting needs, Innovative offers hosting options in datacenters located in the
United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however,
Innovative reserves the right to increase, decrease and/or relocate its datacenters at anytime. 3. Hosting Solution System Configuration. The hosting systems are configured to meet the solution requirements as per these Hosting Terms set forth on the Pricing Exhibit
provided in Exhibit C (Compensation) of this Agreement.
4. Security Controls. a. Generally. Subject to the terms of the Agreement, Innovative implements
industry-recognized best practices to prevent the unintended or malicious loss, destruction or
alteration of Client’s data resident in the Software. b. Network Systems Audit Logging. All firewall logon activity and password changes are logged, monitored, controlled and audited. All intrusion detection and firewall log
monitoring is done through services provided by Innovative and those pertinent log files and
configuration files are retained for ninety (90) days and can be made available upon request for audit and problem resolution, as may be required. c. Network Monitoring. All network systems and servers are monitored
24/7/365. Innovative will monitor its systems for security breaches, violations and suspicious
(questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized changes to its system or network, system or network misuse or program information theft or mishandling). Innovative
will notify Client as soon as reasonably possible of any known security breaches or suspicious
activities involving Client’s production data or environment, including, without limitation, unauthorized access and service attacks, e.g., denial of service attacks. d. Audit and Security Testing. Hosting Providers perform regular security
audits and testing. Client’s may not perform own audits of hosting providers.
e. Information Security Auditing/Compliance. Innovative’s hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms.
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f. **The 99.9% guaranteed infrastructure uptime is subject to the following Service Level Agreement (SLA):
i. Hours of operation/exclusive remedy for service unavailability.
Innovative offers a monthly infrastructure uptime target of 99.9% of Scheduled Up-Time to Client. Scheduled Up-Time means all of the time in a month that is not Scheduled Downtime (defined below) or Third Party Unavailability. In the event that Innovative fails to provide Client with 99.9% infrastructure uptime for three consecutive months, Client will be entitled to receive a credit equal to the prorated amount of the Fees for the period in which Innovative failed to
provide such infrastructure uptime during such months upon receipt of written notice from Client. The remedies set forth in this Paragraph (i) are the exclusive remedies of the Client for Innovative’s failure to provide Client with 99.9% infrastructure uptime.
ii. Scheduled Downtime. Scheduled Downtime means the period of
time which Innovative or the Hosting Provider, conduct periodic scheduled system maintenance and release updates for which Innovative will provide the Client with advance notice. Innovative will make commercially reasonable efforts to provide Client notice of scheduled system maintenance 48 hours in advance and notice of release updates three weeks in advance.
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EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions
of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________
I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________
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EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Tasks/ Milestones Commencement/Completion as specified below
1. Sierra ILS Software including Licensing, Hosting, Maintenance and Support Continuation (immediate) of Access to and Use of Sierra ILS Software per Exhibit A a) Year 1 (from March 1, 2022 to February 28, 2023)
b) Year 2 (from March 1, 2023 to February 29, 2024)
c) Year 3 (from March 1, 2024 to February 28, 2025) d) Year 4 (from March 1, 2025 to February 28, 2026)
e) Year 5 (from March 1, 2026 to February 28, 2027)
2. Innovative Mobile App for Sierra ILS with RFID, including Licensing, Hosting, Maintenance and Support Access to and Use of Innovative Mobile App upon implementation
per Exhibit A implementation
services SOW a) Year 1 (from March 1, 2022 to February 28, 2023)
b) Year 2 (from March 1, 2023 to February 29, 2024)
c) Year 3 (from March 1, 2024 to February 28, 2025)
d) Year 4 (from March 1, 2025 to February 28, 2026) e) Year 5 (from March 1, 2026 to February 28, 2027)
3. Innovative Mobile App for Sierra ILS, Implementation (Implementation Services SOW per Exhibit A) Commencement of implementation services to be established during the
initial stage of the implementation
SOW
4. Configure RFID Beacons Implementation (Implementation Services SOW per Exhibit A) To be established during the initial stage of the implementation SOW
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be
calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the
Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for
which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE
*Pricing for Sierra ILS Software is further detailed below in the Pricing Exhibit for Sierra ILS Software.
**Pricing for Innovative Mobile is further detailed below in the Pricing Exhibit Innovative Mobile.
***Pricing for Implementation Services is further detailed below in the Pricing Exhibit for Implementation Services (Innov. Mobile App & RFID).
TASKS NOT-TO-EXCEED AMOUNT
SUBTOTALS / TOTAL
1. Sierra ILS Software including Licensing, Hosting, Maintenance & Support*
a) Year 1 (from March 1, 2022 to February 28, 2023)*
$155,059.59*
b) Year 2 (from March 1, 2023 to February 29, 2024)* $160,486.69*
c) Year 3 (from March 1, 2024 to February 28, 2025)* $166,103.72*
d) Year 4 (from March 1, 2025 to February 28, 2026)* $171,917.35*
e) Year 5 (from March 1, 2026 to February 28, 2027)* $177,934.46*
Subtotal for Task 3 – Sierra ILS Software (5 Years)* $831,501.81*
2. Innovative Mobile App for Sierra ILS with RFID, including Licensing, Hosting, Maintenance and Support**
a) Year 1 (from March 1, 2022 to February 28, 2023)** $11,000.00**
b) Year 2 (from March 1, 2023 to February 29, 2024)** $11,385.00**
c) Year 3 (from March 1, 2024 to February 28, 2025)** $11,783.48**
d) Year 4 (from March 1, 2025 to February 28, 2026)** $12,195.90**
e) Year 5 (from March 1, 2026 to February 28, 2027)** $12,622.75**
Subtotal for Task 2 – Innovative Mobile App (5 Years)** $58,987.13**
3. Innovative Mobile App Implementation (Implementation Services SOW per Exhibit A)*** $1,000.00***
4. Configure RFID Beacons Implementation (Implementation Services SOW per Exhibit A)*** $2,500.00***
Subtotal for Tasks 3 & 4 (Implementation Services, Innovative Mobile & RFID)*** $3,500.00***
Subtotal for Services (Tasks 1 – 4) $893,988.94
Reimbursable Expenses (if any): $0.00
Total for Services and Reimbursable Expenses: $893,988.94
Additional Services (if any per Section 4): $89,398.89
Maximum Total Compensation: $983,387.83
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PRICING EXHIBIT FOR SIERRA ILS SOFTWARE
Item Item Category Qty Description Options Original Rate Discount Amount
Sierra Core Bundle – Public Sierra Cloud Hosting Staff User Licenses Web OPAC Menus (Languages) AirPAC Automatic SIP2 Sorter Licenses Batch interface for loading MARC records Circa Wireless Assistant (RFID) Circa Wireless Inventory (RFID) Circulation Patron Images (Internally Stored) Community Information Database option Electronic Serials Invoicing Mobile Worklists App OCLC Interactive Via the Network Online Message Log for Batch Bib Interface OPAC Export Resequence
License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License – Term License - Term
1 1 100 3 1 1 1 1 1 1 1 1 1 1 1 1 1
Sierra Public Core Bundle Sierra Cloud Hosting Includes Cloud Hosting with Standard Backup for Sierra production only Staff User Licenses Web OPAC Menus (Languages) AirPAC Automatic SIP2 Sorter Licenses Batch interface for loading MARC records Circa Wireless Assistant (RFID) Circa Wireless Inventory (RFID) Circulation Patron Images (Internally Stored) Community Information Database option Electronic Serials Invoicing Mobile Worklists App OCLC Interactive Via the Network Sierra Online Message Log for Batch Bib Interface OPAC Export Resequence attached records
Languages: Chinese Languages2: Russian Languages3: Spanish
74,636.93 32,609.12 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
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attached records by location Sierra Chilifresh Subscription Sierra Content Cafe Subscription Sierra ERM Sierra Homebound Patron / Remote Patron Sierra NCIP ILL Responder Sierra Premium API Support Sierra Program Registration Sierra SMS Notifications - US ONLY Sierra Training/Test Server Core SISAC Checkin Synchronize bibliographic locations Unlimited SIP2 Licenses URL checker User Licenses for training machine Decision Center Subscription Indexing Using Special Filing Rules Indexing Using Special Filing Rules Resource Sharing –Returnables (INN-Reach)
License - Term License – Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term License - Term
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
by location Sierra Chilifresh Subscription Sierra Content Cafe Subscripti... Sierra ERM Sierra Homebound Patron / Remote Patron Sierra NCIP ILL Responder Sierra Premium API Support Sierra Program Registration Sierra SMS Notifications - US - Subscription Sierra Training/Test Server Core SISAC Checkin Synchronize bibliographic locations Unlimited SIP2 Licenses URL checker User Licenses for training machine. Decision Center Indexing Using Special Filing Rules Indexing Using Special Filing Rules Resource Sharing – Returnables (INN-Reach)
Chilifresh Option: Review Engine
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 11,781.00 3,720.15 3,720.15 28,592.24
Total Fees (Year 1) $155,059.59
Pricing in years 2-5 includes a 3.5 % increase over the previous year’s pricing: Year 1 of 5 $155,059.59 Year 2 of 5 $160,486.69 Year 3 of 5 $166,103.72 Year 4 of 5 $171,917.35 Year 5 of 5 $177,934.46
5-Year Total: $831,501.81
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PRICING EXHIBIT FOR INNOVATIVE MOBILE APP
Item Item Category Qty Description Options Original Rate Amount Discount
Innovative Mobile App – Sierra
License – Term
1
Innovative Mobile is a mobile library application designed to extend the walls of your library through advanced capabilities such as discovery, patron account access, and “Click and Collect” which allows patrons to reserve items and then be notified when it’s time to pick up.
8,500.00 8,500.00 n/a
RFID Annual Subscription License - Term 5 Checkout and checkin with RFID for Innovative mobile app. Includes an installation (free) of an additional SIP2 license.
500.00 500.00 2,500.00 n/a
Total Fees (Year 1) $11,000.00 n/a
Pricing in years 2-5 includes a 3.5 % increase over the previous year’s pricing: Year 1 of 5 $11,000.00 Year 2 of 5 $11,385.00 Year 3 of 5 $11,783.48 Year 4 of 5 $12,195.90 Year 5 of 5 $12,622.75
5-Year Total: $58,987.13
n/a
PRICING EXHIBIT FOR IMPLEMENTATION SERVICES (INNOV. MOBILE APP &RFID)
Item Item Category Qty Description Options Original Rate Unit Price Amount
Innovative Mobile App – Implementation for Sierra
Services 1
Innovative Mobile is a mobile library application designed to extend the walls of your library through advanced capabilities such as discovery, patron account access, and “Click and Collect” which allows patrons to reserve items and then be notified when it’s time to pick up.
1,000 1,000.00 1,000.00
RFID Self-Check Implementation for Polaris
Services 5 Checkout and checkin with RFID for Innovative mobile app. Includes an installation (free) of an additional SIP2 license.
500.00 500.00 2,500.00
Total Fees $3,500.00
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EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows:
Service Hourly Rate
Consulting Services (remote price) $200.00
Software Development/Implementation (remote price) $250.00
Project Management (remote price) $250.00
Training (remote price) $200.00
Configuration Setup (remote price) $200.00
Design / Analysis (remote price) $250.00
Integration / Interfaces (remote price) $200.00
Testing (User Accept. Testing / Load) $250.00
Reports (remote price) $200.00
Project Transition / Close $250.00
Deployment $200.00
Travel Expense actual expense
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EXHIBIT D INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE
LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$2,000,000
$2,000,000
$2,000,000
YES TECHNOLOGY ERRORS AND OMISSIONS
LIABILITY COVERAGE. THE POLICY SHALL AT A
MINIMUM COVER PROFESSIONAL MISCONDUCT
OR LACK OF REQUISITE SKILL FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii) LIABILITY ARISING FROM
INTRODUCTION OF ANY FORM OF MALICIOUS
SOFTWARE INCLUDING COMPUTER VIRUSES
INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,
COMPUTER SYSTEM, NETWORK, OR SIMILAR
COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.
ALL DAMAGES $2,000,000 $2,000,000
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YES CYBER AND PRIVACY INSURANCE.
SUCH INSURANCE SHALL INCLUDE COVERAGE
FOR LIABILITY ARISING FROM COVERAGE IN AN
AMOUNT SUFFICIENT TO COVER THE FULL
REPLACEMENT VALUE OF DAMAGE TO,
ALTERATION OF, LOSS OF, THEFT,
DISSEMINATION OR DESTRUCTION OF
ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF
THE CITY OF PALO ALTO THAT WILL BE IN THE
CARE, CUSTODY, OR CONTROL OF VENDOR,
INFORMATION INCLUDING BUT NOT LIMITED
TO, BANK AND CREDIT CARD ACCOUNT
INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION
OR OTHER PERSONAL IDENTIFICATION
INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM.
ALL DAMAGES $2,000,000 $2,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL HIRED,
NON-OWNED
BODILY INJURY
1. EACH PERSON
2. EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY, INCLUDING, ERRORS
AND OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY.
I. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
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C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO SEND THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES TO THE CITY OF PALO ALTO.
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City of Palo Alto Information Security Document Version: V3.0 Doc: InfoSec 110
EXHIBIT E
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and
people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to
the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a
secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below. A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure"
refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the
"Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM"). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) [RESERVED]:
(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297
City of Palo Alto
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(d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would
permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are
terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services.
"RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and
errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than within thirty (30) days of its date of release. Emergency security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within a commercially reasonable timeframe of detecting a security incident
that results in the unauthorized access to or the misuse of the City's confidential data and information. Consultant will notify City once an incident is confirmed and without undue delay. This is typically under 72 hours.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to
by the Parties. Such reports are confidential and proprietary to Consultant and City shall treat them as such including with regard to any public records request for any such report. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
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(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability
of the Services. Adequately encrypt the City of Palo Alto's data, during transit, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) [RESERVED] (t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (u) [RESERVED] (v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City.
(x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted
environment." (y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of
use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS. Part B. Alternate Requirements: None
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