Exhibit 1 - Second Amendment — Alameda City Council, July 18, 2023

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SECOND AMENDMENT TO AGREEMENT

This Second Amendment of the Agreement, entered into this _____ day of __________, 20___, by and between the CITY OF ALAMEDA, a municipal corporation (hereinafter "the City") and Innovative Interfaces, Inc., a California corporation whose address is 1900 Powell St. Ste. 400 Emeryville, CA 94608, (hereinafter "Provider"), is made with reference to the following:

R E C I T A L S :

A. On June 22, 2016, an agreement was entered into by and between the City and Provider (hereinafter "Agreement") in an amount not to exceed $400,000 for five years of service using the Polaris Integrated Library System software.

B. On June 1, 2020 the original agreement was amended by and between the City and Provider (hereinafter “First Amendment”) with additional compensation not to exceed $122,618 for services rendered during the added contractual term until the 21 st day of June 2023, and with a total
aggregate compensation not to exceed $522,618
C. Whereas, the City Council authorized the City Manager to execute this amendment on ___________________.

D. The City and Provider desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between the unders igned parties as follows:

1. Paragraph 1, TERM, of the Agreement is modified to read as follows:

The term of this Agreement shall commence on the June 22, 2016 and shall terminate on the 21 st day of June 2028, unless terminated earlier as set forth herein.

2. Paragraph 2, SERVICES TO BE PERFORMED, is modified to read as f ollows:

Provider shall provide the Software in Exhibit C pursuant to the terms in Exhibit C.

3. Paragraph 3, COMPENSATION TO PROVIDER, is modified to read as follows:

a. By the first day of June each year, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and acco unting of charges are to be according to the fee schedule as set forth in Exhibit C and inc orporated herein by this reference.

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Extra work must be approved in writing by the City Manager or h is/her designee prior to performance and shall be paid on a Time and Material basis as set forth in Section 3.

b. Provider shall be compensated for the services performed in acc ordance with the original contract and the First Amendment consistent with the t erms of those agreements.

Additionally, Provider shall be c ompensated for the Second Amen dment, covering services performed during the period between June 22, 2023 and June 21, 2028. Compensation for services performed pursuant to the Second Amendment shall not exceed $358,350.17. Total Compensation for this Agreement shall not exceed $880,968.17.

4. Paragraph 10, INSURANCE, section a. is modified to the following:

“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the Provider shall provide ten (10) day’s advance written notice to the City of Alameda. Attention: Risk Manager.”

Signatures on following page

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IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed on the day and year first above written.

Innovative Interfaces, Inc. CITY OF ALAMEDA
A Municipal Corporation

By: ______ By:______ _____________________ J e f f A n u s b i g i a n J e n n i f e r O t t V P S a l e s O p e r a t i o n s C i t y M a n a g e r

RECOMMENDED FOR APPROVAL:

By:__________________________
Martin Reeves
Secretary

By: ____________________________
Jane Chisaki
Library Director

APPROVED AS TO FORM:

City Attorney

By: ____________________________
Montague Hung
Assistant City Attorney

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Exhibit C

ORDER FORM

Order Form Date: April 4, 2023 Innovative Interfaces Incorporated ("Clarivate") 3133 W Frye Rd, Suite 400
Chandler, AZ 85226
United States

Your use of the products and services set forth below are governed by the Clarivate Terms here: https://clarivate.com/terms-of- business (the “Terms”) which are incorporated by reference into this order form.

CLIENT DETAILS
Contracting Entity
(“Client”):

Alameda Free Library
Client Address: 1550 Oak Street
Alameda, CA 94501

PRODUCTS/SERVICES DETAILS

Product(s) / Service(s)
As described in the attached Pricing Exhibit(s) and/or Statement(s) of Work

PRODUCT / SERVICE TERMS ADDENDA
In addition to the Terms, your use of the below listed products are subject to these additional terms and conditions:

Polaris, Sierra, Millennium, Virtua, or INN-Reach or Subscription and Perpetual Licenses

1. License. Client and, where applicable, its Authorized Users (defined below) may use the Software (including any client configurations) (i) only for the management of the library and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other terms of this Agreement. The license does not include hosting services, which must be purchased separately.

2. Copies. The license includes the right to use a single production instance and up to two (2) additional copies for non-production use at no additional charge. Non-production use includes training, development, testing, quality assurance, staging or preproduction provided that the copies of the Software are not used in a production environment or as a backup to production.

3. New Releases. The license granted to you 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 Clarivate 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 Clarivate, each of which require a separate license and payment of additional license fees. Additional fees may be required for implementation of New Releases.

4. Authorized Users. For clarity, your patrons do not fall within the number of Authorized Users on your Order Form.

5. Aggregated Data. In addition to the rights set forth in the Terms, we may use your Content and otherwise collect information related to your use of our product to create and use aggregate, non-identifying and anonymized data (“Collected Data”). Client acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use Collected Data.

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6. Early termination. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the term if Client’s budget (funding) is eliminated and Client provides written evidence of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Clarivate.

7. Modules. Your purchase and use of additional modules, tools or other applications from us with the Software are subject to the same terms as the Software.

Vega, Innovative Mobile, Innovative Phone Alerts or Software-as-a-Service

1. License. We will provide you with subscription access via a website to our Integrated Library System solution known as “Vega”. Client and, where applicable, its Authorized Users may access and use Vega (including any client configurations) (i) only for the management of the library and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other terms of this Agreement.

2. New Releases. The license granted to you 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 Clarivate 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 Clarivate, each of which require a separate license and payment of additional license fees. Additional fees may be required for implementation of New Releases.

3. Aggregated Data. In addition to the rights set forth in the Terms, we may use your Content and otherwise collect information related to your use of our product to create and use aggregate, non-identifying and anonymized data (“Collected Data”). Client acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use Collected Data.

4. Authorized Users. Patrons fall within the number of Authorized Users on your Order Form.

5. Early termination. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the term if Client’s budget (funding) is eliminated and Client provides written evidence of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Clarivate.

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OPERATIONAL MATERIALS ADDENDA
Software Support, Service Availability and
Maintenance

This document outlines our Software support, maintenance and service availability for the following products (“Covered Products”):

PPolaris, Sierra, Millennium, Virtua, or INN-Reach or Subscription and Perpetual Licenses

Support
Requesting support. Support includes issue analysis, support case management, prioritization of issues, tracking and investigation of issues and explanation of error messages. You must provide us with the information we need to resolve your problem. This includes relevant contact information, details about the problem, error messages, user IDs, and any other necessary information. If you have problems using our software, your designated administrators can contact us during normal hours. Your administrator will be provided an internal portal to report issues and review their status.

Response. We will use commercially reasonable efforts to meet the service level objectives stated below. Target response times to confirm receipt and begin troubleshoot and diagnosis of the problem are below. Resolution times cannot be guaranteed, although we undertake every effort to resolve your issues as soon as possible.

Priority Response Criteria
Severity 1 1 Business hour 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
Severity 2 4 Business hours 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 Severity 3 2 Business Days An issue (other than a Severity 1 or 2) which (a) has no direct and material impact on business processes, (b) has an impact only on a segment of users, or (c) does not yet disrupt time-critical business processes.

Severity 4 as promptly as is
reasonably practical
Non-performance related incidents, including: general questions, requests for information, documentation questions, enhancement requests. These will be logged but no immediate action will be taken. We will generally monitor the situation but will not be obliged to provide any solution.

Escalation Path. If you do not receive a response within the timeframe designated above, please reach out to your Account Manager.

Hosting Services
The following terms apply to the extent you have purchased host ing services from Clariv ate for one or more of the Covered Products.

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SService availability
We endeavor to ensure 99.9% availability of our software and ma ke commercially reasonable efforts to schedule maintenance and system upgrades during the weekends or outside regular business hours (i.e. after regular end of business Pacific Time and before start of business Eastern Time ) with reasonable notice. Av ailability is calculated by dividing the number of minutes the software was available during the Measured Period by the total sum of the minutes in the Measured Period less any Excluded Downtime.

For the purposes of this calculation, (i) the Measured Period is a calendar year and (ii) the Excluded Downtime includes scheduled downtime for system maintenance and release updates, as well as any service unavailability attributable to your breach, any actions or omis sions by you or your users, cau ses beyond our control, or separate instances of unavailability of less than 5 (five) minutes duration each, provided such instances are not of a persistent nature.

If availability falls below 99.9% in a month for three consecut ive months, you will be entitled to a credit equal to the prorated amount of the fees for hosting services for any time during such three-month period in which the software was unavailable (other than Excluded Downtime). This credit will be your exclusive remedy for such unavailability.

Security Controls
We take reasonable and appropriate administrative, technical and physical measures to protect the confidentiality, integrity and availability of your data; however, security and compliance is a shared responsibility between you and Clarivate. Our responsibilities are described below. You should take into consideration any special configurations or third-party applications and your responsibilities depending on any applicable laws and regulations.

The table below sets forth the features of our standard cloud-based hosting option. Premium support may be available for an additional cost.

Feature Standard
24x7 network monitoring 9
Dedicated production environment 9

99.9% guaranteed infrastructure uptime 9
Dedicated public IP address and custom URL 9
Operating system installation and management 9
Library software installation and upgrades 9
Data backups Daily
Archive data backup retention 30 days
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.

Network Monitoring. All network systems and servers are monitored 24/7/365. We 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.

Audit and Security Testing. Hosting Providers perform regular security audits and testing. You may not perform own audits of hosting providers.

Information Security Auditing/Compliance. Our hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. We offer hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Clarivate reserves the right

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to increase, decrease and/or relocate its datacenters at anytime.

Disclaimer
Support services do not include visits to your site, any services for third party equipment or software, problems stemming from a change you made to the software, or consulting services related to client specific configurations or implementation (such as interactions between the software and your hardware, installations at your site, assistance with acceptance testing, client specific templates or reports, etc). We have no obligation to correct any error resulting from a failure by you to implement a third-party software modification or update recommended by us and provided to you at no charge.

We are not responsible for downtime or any other failure to meet the availability requirement if the root cause of the disruption is (i) your breach of the agreement; (ii) your failure to use minimum recommended browser standards for access to and use of the software; or (iii) outside of our control including, but not limited to, failures of hardware or software of upstream service providers or at your location or improper use of the software. Any additional services which you may request and we may agree to perform will be billed on a time and materials basis subject to our current applicable rates.

Changes to Support Policy
This policy may be updated by us from time to time, in our sole discretion.

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Software Support, Service Availability and
Maintenance
This document outlines our Software support, maintenance and service availability for Vega, Innovative Mobile, Innovative Phone Alerts or Software-as-a-Service.

Support
RRequesting support. Support includes issue analysis, support case management, prioritization of issues, tracking and investigation of issues and explanation of error messages. You must provide us with the information we need to resolve your problem. This includes relevant contact information, details about the problem, error messages, user IDs, and any other necessary information. If you have problems using our software, your designated administrators can contact us during normal hours. Your administrator will be provided an internal portal to report issues and review their status.

Escalation Path. If you do not receive a response within the timeframe designated above, please reach out to your Account Manager.

Hosting Services

Service availability
We endeavor to ensure 99.5% availability of our software and ma ke commercially reasonable efforts to schedule maintenance and system upgrades during the weekends or outside regular business hours (i.e. after regular end of business Pacific Time and before start of business Eastern Time ) with reasonable notice. Av ailability is calculated by dividing the number of minutes the software was available during the Measured Period by the total sum of the minutes in the Measured Period less any Excluded Downtime.

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For the purposes of this calculation, (i) the Measured Period is a calendar year and (ii) the Excluded Downtime includes scheduled downtime for system maintenance and release updates, as well as any service unavailability attributable to your breach, any actions or omis sions by you or your users, cau ses beyond our control, or separate instances of unavailability of less than 5 (five) minutes duration each, provided such instances are not of a persistent nature.

If availability falls below 99.5% in a month for three consecut ive months, you will be entitled to a credit equal to the prorated amount of the fees for hosting services for any time during such three-month period in which the software was unavailable (other than Excluded Downtime). This credit will be your exclusive remedy for such unavailability.

SSecurity Controls
We take reasonable and appropriate administrative, technical and physical measures to protect the confidentiality, integrity and availability of your data; however, security and compliance is a shared responsibility between you and Clarivate. Our responsibilities, including those managed by Clarivate hosting partners, are described below. You should take into consideration any special configurations or third-party applications and your responsibilities depending on any applicable laws and regulations.

The table below sets forth the features of our standard cloud-based hosting option. Premium support may be available for an additional cost.

Feature Standard
24x7 network monitoring 9
Dedicated production environment 9

99.5% guaranteed infrastructure uptime 9
Dedicated public IP address and custom URL 9
Operating system installation and management 9
Library software installation and upgrades 9
Data backups Daily
Archive data backup retention 30 days
Network Systems Audit Logging. All network logon activity and password changes are logged, monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services provided by the Hosting Provider. The pertinent log files and configuration files related to customer's hosted solution are retained for seven days and can be made available upon request for audit and problem resolution, as may be required.

Encryption. Encryption for data-in-transit is provided as a part of the Standard Plan.

Network Monitoring. All network systems and servers are monitored 24/7/365. We will monitor its systems for security breaches, violations and suspicious activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or intrusion 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.

Physical Security. The physical infrastructure used to support the product (and other professional services purchased by you from Clarivate, as applicable), including the servers, storage, switches, and firewalls, are provided by the hosting provider. The hosting provider limits access to only authorized personnel, and badge and/or biometric scanning controls access. Security cameras placed in the hosting facilities provide video surveillance.

Audit and Security Testing. Hosting providers perform regular security audits and testing. You may not perform own audits of hosting providers.

Security Assessments. Client may perform vendor due diligence reviews of Innovative’s security best practices.

Innovative undergoes annual audits by independent firms and will share its security certifications, and audit reports

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under Non-Disclosure, as requested by Client.

Information Security Auditing/Compliance. Our hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. We also hold the internationally-recognized ISO 27001:2013 standard for its information security management system supporting the hosting solutions. We partner with hosting providers who are designed to satisfy requirements of most security sensitive customers with constant monitoring, high automation, high availability, and highly accredited to global security standards, including: PCI DSS Level 1, ISO 27001, FISMA Moderate, FedRAMP, HIPAA, and SOC 1 (formerly referred to as SAS 70 and/or SSAE 16) and SOC 2.

We offer hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Clarivate reserves the right to increase, decrease and/or relocate its datacenters at anytime.

Your responsibility. Client remains responsible for properly implementing access and use controls and configuring certain features and functionalities of the software that Client may elect to use in the manner that Client deems adequate to maintain appropriate security, protection, deletion, and backup of its data.

Changes to Support Policy
This policy may be updated by us from time to time, in our sole discretion.

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PRICING EXHIBIT

APPROVED SOFTWARE PRICING EXHIBIT FOLLOWS THIS PAGE

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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions o f the policy, certain policies may require an endorsement. A s tatement on this certificate does not confer rights to the certificate hold er in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CON TRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI OD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDE D BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
Willis Towers Watson Insurance Services West, Inc.
c/o 26 Century Blvd
P.O. Box 305191
Nashville, TN 372305191 USA
Innovative Interfaces, Inc.
3133 W Frye Road Suite 401
Chandler, AZ 85226
This Voids and Replaces Previously Issued Certificate Dated 11/30/2022 WITH ID: W26786047.

THE CITY OF ALAMENDA, ITS CITY COUNCIL, BOARDS, COMMISSIONS, OFFICIALS, EMPLOYEES, AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSUREDS WITH REGARD TO GENERAL LIABILITY, WHERE REQUIRED BY WRITTEN CONTRACT AND TO AUTO LIABILITY.

Waiver of Subrogation applies with regard to General Liability where required by written contract and to Auto City of Alameda, its City Council,
Officers, Employees, Volunteers,
Boards and Commissions
2263 Santa Clara Ave.

Alameda, CA 94501
06/26/2023
1-877-945-7378 1-888-467-2378
[email protected]
Federal Insurance Company 20281
Great Northern Insurance Company 20303
W29400351
A
1,000,000
1,000,000
10,000
1,000,000
2,000,000
1,000,000
YY 3604-45-27 12/01/2022 12/01/2023B
1,000,000
12/01/202312/01/2022YY 7359-54-50
A 10,000,000
7818-26-80 12/01/2022 12/01/2023 10,000,000
(23) 7176-34-98
A 1,000,000
No 12/01/2022 12/01/2023 1,000,000
1,000,000
302738724323615SR ID: BATCH:

Willis Towers Watson Certificate Center

Page 1 of 2 ends

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

Innovative Interfaces, Inc.
3133 W Frye Road Suite 401
Chandler, AZ 85226
Liability as respects to the City.
22 Willis Towers Watson Insurance Services West, Inc.

See Page 1
See Page 1 See Page 1 See Page 1
25 Certificate of Liability Insurance
W29400351CERT:3027387BATCH:24323615SR ID:

POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE

This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are ‘‘insureds’’ for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsem ent Effective Date:

SCHEDULE

Name Of Person(s) Or Organization(s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an ‘‘insured’’ for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an ‘‘insured’’ under the Who Is An Insured
provision contained in Paragraph A.1. of Section II ---- Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I ---- Covered Autos
Coverages of the Auto Dealers Coverage Form.
(22)7359-54-50

WHEN REQUIRED BY WRITTEN CONTRACT

06/10/03
AMEND.AGR

AMENDMENT TO AGREEMENT

This Amendment of the Agreement, entered into this 1st day of June, 2020, by and between the CITY OF ALAMEDA, a municipal corporation (hereinafter "City") and Innovative Interfaces, Inc., a California corporation whose address is 1900 Powell St., Ste. 400, Emeryville, CA 94608, (hereinafter "Provider"), is made with reference to the following:

R E C I T A L S :

A. On June 22, 2016, an agreement was entered into by and between City and Provider (hereinafter "Agreement") in an amount not to exceed $400,000.

B. City and Provider desire to m odify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually a greed by and between the unders igned parties as follows:

1. TERM
The term of this Agreement shall commence on the 22
nd day of June, 2016, and shall
terminate on the 21st day of June 2023.

2. STATEMENT OF WORK
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A-1 as requested. The Provider acknowledges that the work plan included in Exhibit A-1 is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER

a. By June of every year, Provider shall submit to the City an inv oice for the annual subscription cost of the Polaris ILS and LINK+. Pricing and ac counting of charges are to be according to the fee schedule as set forth in Exhibit B-1 (Renewal Quote for Polaris) and Exhibit B-2 (Pricing Exhibit for Link+) and incorporated herein by this reference. Extra work must be approved in writing by the City Manager or his/her designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B-1 and Exhibit B-2.

b. The total compensation for the work under this Amendment is not to exceed $122,618. Total compensation for work under this Agreement shall not exceed $522,618.

4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

06/10/03
AMEND.AGR
Signatures on following page

06/10/03
AMEND.AGR
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed on the day and year first above written.

Innovative Interfaces, Inc. CITY OF ALAMEDA
A Municipal Corporation

By By
Title Title
RECOMMENDED FOR APPROVAL:

By
Title
APPROVED AS TO FORM:

City Attorney

By
Alan M. Cohen
Assistant City Attorney

EVP & General Counsel

06/10/03
AMEND.AGR
Exhibit A-1

06/10/03
AMEND.AGR
Exhibit B-1 Renewal Quote for Polaris

06/10/03
AMEND.AGR

06/10/03
AMEND.AGR
Exhibit B-2 LINK+ Pricing

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Innovative Interfaces, Inc. 1 Version 02-23-16

SERVICE PROVIDER AGREEMENT

THIS SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this twenty- second day of June, 2016, by and between CITY OF ALAMEDA, a municipal corporation (the "City"), and Innovative Interfaces Incorporated, (a California corporation), whose address is 5850 Shellmound Way, Emeryville, CA 94608, (the “Provider”), in reference to the following:

RECITALS:

A. City is a municipal corporation duly organized and validly exis ting under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: An Integrated L ibrary System (ILS). City staff issued an RFP on December 16, 2015 and after a submittal period of forty-eight days received five timely submitted proposals. The Staff reviewed the proposa ls and ranked the vendors according to the criteria set forth in the RFP. Based on the first round rankings we invited the top two vendors to conduct a one-day demonstration of their ILS pro duct following guidelines provided by the City. Innovative Interfaces Inc. was selected because their Polaris ILS ranked at the top after two rounds of evaluations and the Provider best a ddressed our present and future needs outlined in the RFP.

C. Provider is specially trained, ex perienced and competent to per form the special services which will be required by this Agreement.

D. City and Provider desire to enter into an agreement for an Integrated Library System (ILS) that includes modules for Materials Acquisition, Online Public Access Catalog (OPAC), Patron Circulation and Accounts, Mater ials Cataloging and processing, System Administration, and Reporting, upon the terms and conditions herein.

NOW, THEREFORE, it is mutually agreed by and between the unders igned parties as follows:

1. TERM:

The term of this Agreement shall commence on the 22nd day of Ju ne 2016, and shall terminate on the 21st day of June 2021, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and ex pense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit B as requested. The Provider acknowledges that the work plan included in Exhibit B is tentative and does not commit the City to request Provider to perform all tasks included therein.

Innovative Interfaces, Inc. 2 Version 02-23-16

3. COMPENSATION TO PROVIDER:
a. Payment shall be made by the City to the Provider within thirty (30) days of receipt by the City of the Provider’s invoice. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit A and incorporated herein by this reference. b. The total compensation for the work under this Agreement is not to exceed $364,090.

4. TIME IS OF THE ESSENCE:

Provider and City are in agreement to disregard this section.

5. STANDARD OF CARE:

Provider agrees to perform all services hereunder in a manner c ommensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qua lified and experienced personnel who are not employed by the City.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider, excep t to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider's se rvices. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employe r-employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the i dentity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider sha ll indemnify, defend, and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with City's policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Provider or Provide r's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Provider agr ees that any and all violations of this provision shall constitute a material breach of this Agreement.

Innovative Interfaces, Inc. 3 Version 02-23-16

9. HOLD HARMLESS:
a. Provider shall indemnify, defend, and hold harmless the City, i ts City Council, boards, commissions, officials, employees, and volunteers ("Indemnitees") from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees ("Claims"), arising from or in any manner connected to Provider's negligent act or omission, whether alleged or actual, regarding performance of s ervices or work conducted or performed pursuant to this Agreement. If Claims are filed agai nst Indemnitees which allege negligence on behalf of the Provider, Provider shall have no ri ght of reimbursement against Indemnitees for the costs of defense even if negligence is not found on the part of Provider.

However, Provider shall not be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees.
b. Indemnification for Claims for Professional Liability Only: As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited to the extent to which its professional liability insurance policy will provide such defense costs.
c. Provider’s obligation to indemnify, defend and hold harmless In demnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, P rovider shall furnish the City ’s Risk Manager with certificates showing the type, amount, class of operation s covered, effective dates and dates of expiration of insurance c overage in compliance with subsections 10A, B, C and D. Such certificates, which do not l imit Provider's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide ten (10) days' advance written notice to the City of Alameda. Attention: Risk Manager." b. It is agreed that Provider shall maintain in force at all tim es during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City, its City Co uncil, boards, commissions, officials, employees, and volunteers as additional insured shal l be submitted with the insurance certificates.

Innovative Interfaces, Inc. 4 Version 02-23-16
A. COVERAGE:

Provider shall maintain the following insurance coverage:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above.
(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the f ollowing minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
(4) Professional Liability:

Professional liability insurance which includes coverage for t he professional acts, errors and omissions of Provider in the amount of at least $2,000,000.

B. SUBROGATION WAIVER:

Provider agrees that in the event of loss due to any of the per ils for which it has agreed to provide comprehensive general and automotive liability insurance, Provider shall look solely to its insurance for recovery. Provider hereby grants to City, on beh alf of any insurer providing comprehensive general and automotive liability insurance to eit her Provider or City with respect to the services of Provider herein, a waiver of any right to subrogation which any such insurer of said Provider may acquire against City by virtue of the payment of any loss under such insurance.

C. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to s ecure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Provider's name or as an agent of the Provider and shall be compensated by the Provid er for the costs of the insurance

Innovative Interfaces, Inc. 5 Version 02-23-16
premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. ADDITIONAL INSURED:

City, its City Council, boards, commissions, officials, employe es, and volunteers shall be named as an additional insured under all insurance coverages, except worker’s compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required t o contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. SUFFICIENCY OF INSURANCE:

The insurance limits required by City are not represented as be ing sufficient to protect Provider. Provider is advised to consult Provider's insurance broker to determine adequate coverage for Provider.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Pr ovider to perform the services required by this Agreement. Provider may be required to fill o ut a conflict of interest form if the services provided under this Agreement requires Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law o r otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desire d transfer. The City Manager may consent or reject such request in his/her sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublesse e, hypothecate or transferee shall acquire no right or interest by reason of such attempted assign ment, hypothecation or transfer.

However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of t he issued and outstanding capital stock of Provider, or of the interest of an y general partner or joint venturer or syndicate member or cotenant, if Provider is a partnership or j oint venture or syndicate or cotenancy, which shall result in changing the control of Provid er, shall be construed as an assignment of this Agreement. Control means fifty percent or m ore of the voting power of the corporation.

Innovative Interfaces, Inc. 6 Version 02-23-16

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in his/her sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of worker s' compensation insurance and shall also be required to carry general, automobi le and professional liability insurance (as applicable) in reasonable conformity to the insur ance carried by the Provider. In addition, any tasks or services pe rformed by sub-providers shal l be subject to each provision of this Agreement.
c. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information which the Pr ovider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City Business License that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and oth er document produced, prepared or caused to be prepared by Provider pursuan t to or in connection with this Agreement shall be the exclusive property of City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any indiv idual or organization by Provider without prior approval of the City Manager or his/her designee. c. Provider shall, at such time and in such form as City Manager o r his/her designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of the Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of City or its designees during regular business hours upon

Innovative Interfaces, Inc. 7 Version 02-23-16
reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow insp ection of all proceedings and activities related to this Agreement. Such Records, together w ith supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessar y due to concerns raised by City's preliminary examination or audit of records, a nd the City's supplemental examination or audit of the records discloses a failure to adhe re to appropriate internal financial controls, or other breach of this Agreement or failure to act i n good faith, then Provider shall reimburse the City for all reasonable costs and expenses associ ated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or wi th delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlie r to occur of: (x) actual delivery or the date on wh ich delivery is refused; or (y ) three (3) days after notice is deposited in the U.S. mail or with a courier service in the man ner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to City shall be addressed to City at:

City of Alameda
Alameda Free Library
1550 Oak Street
Alameda, CA 94501
ATTENTION: Marlon Romero, Supervising Librarian
Ph: (510) 747-7730
e. All notices, demands, requests, or approvals from City to Provider shall be addressed to Provider at:

Innovative Interfaces, Inc.

Headquarters
5850 Shellmound Way
Emeryville, CA 94608
ATTENTION: Legal Department

Innovative Interfaces, Inc. 8 Version 02-23-16

18. SAFETY:
a. The Provider will be solely and completely responsible for cond itions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. Th is requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of La bor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. The Provider’s failure to thoroughly familiarize itself with the aforementione d safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. The Provider will immediately notify the City within 24 hours o f any incident of death, serious personal injury or substantial property damage t hat occurs in connection with the performance of this Agreement. The Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person (s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within thirty (30) business days after receipt by Provider from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default; City may thereafter immediately terminate the Agreement forthwith by giving to the Provider written notice thereof.
b. Not used.
c. Upon termination of this Agreement for cause, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
d. If the City or Provider elects to terminate the contract pursuant to its terms, then the City would be entitled to a refund of the contract compensation prorated based on the formula listed below:

Year 1 termination [$364,090/60]*X Where X = months remaining on the five year contract. Year 2-5 termination [$164,382.77/48]*X

20. ATTORNEY’S FEES:

In the event of the bringing of any action or suit by a party h ereto against the other party by reason of any breach of any covenants, conditions, obl igation or provision arising out

Innovative Interfaces, Inc. 9 Version 02-23-16
of this Agreement, the prevailing party shall be entitled to re cover from the non-prevailing party all of its costs and expenses of the action or suit, including reasonable attorneys' fees, experts' fees, all court costs and other costs of action incurred by the prevailing party in connection with the prosecution or defense of such action and enforcing or establishing its rights hereunder (whether or not such action is prosecuted to a judgment). For the purposes of this Agreement, reasonable fees of attorneys of the Alameda City Attorney shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the Alameda City Attorney's services were rendered who practice in Alameda County in law firms with approximately the same number of attorneys as employed by the Alameda City Attorney’s Office.

21. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the Term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by the Provider, as well as all such orders and decrees of bodies or tribunals having an y jurisdiction or authority over the same. Provider shall comply with all applicable laws, state an d federal and all ordinances, rules and regulations enacted or issued by City.

22. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the par ties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisd iction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

23. WAIVER:

A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the sa me or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT:

The Recitals and Exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agre ement or implied covenant shall be held to vary the provisions hereof. Any modification of thi s Agreement will be effective only by written execution signed by both City and Provider.

25. CAPTIONS:

The captions in this Agreement are for convenience only, are no t a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

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Signatures on next page

Innovative Interfaces, Inc. 11 Version 02-23-16
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written.

INNOVATIVE INTERFACES, INC. CITY OF ALAMEDA
A California Corporation A M u n i c i p a l Corporation

NAME Marina Keating Jill Keimach
V i c e P r e s i d e n t C i t y M a n a g e r

R E C O M M E N D E D F O R A P P R O V A L

NAME: Bill Gadala
Assistant Treasurer
Jane Chisaki
Library Director

APPROVED AS TO FORM:

City Attorney

A n d r i c o P e n i c k
[ Assistant] City Attorney

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Innovative Interfaces, Inc. 13 Version 02-23-16

The vendor selected under this RFP will be responsible for the following installation and implementation services:

Installation of Polaris ILS Server license and Staff client licenses x Polaris ILS Server license, includes:
o Polaris ILS database (full and documented schema available via Customer Supportal)
o Z39.50 Server
o Faceted Searching
o Relevancy Ranking
o SMTP for email notification (Library may use existing vendor Talking Tech for the email server)
o Remote Patron Authentication
o System Administration (familiar Directory/Tree structure with point-and-click options)
o Integrated desktop Reports and Notices (with Export to Excel, Word x Staff Client license x 50, includes:
o Find Tool (over 600 search points available)
o Acquisitions
Shopping Cart / Selection List Import (9xx Order Data) o Serials Control with MARC Format for Holdings
o Cataloging with Authority Control
MARC validation program
Bibliographic and authority records importing interfaces Fully integrated WYSIWYG Label Printing (see/edit before you print) o Circulation
Offline circulation, inventory and Bookbike
Group holds
OCLC Inter Library Loan Interface
o Record set (bulk change operations for patron, item, authority and bibliographic records)
o Z39.50 client
o Extensive online help
x Unlimited PowerPAC Client license includes:
o Polaris ILS PowerPac supports Internet Explorer, Netscape Navigator, Mozilla Firefox, Opera, Safari
o Multiple database searching
o Z39.50 client
o Patron authentication

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o Credit card payments/donations
o My Account Options: self-registration, search agent alerts, pre-notification of overdues, reading history, formatted title lists (APA, Chicago Manual of style, etc.)
o Customizable Dashboards (automated links to bestsellers, subject areas, etc.) o eCommerce (using either Payflow Link or Payments Gateway Secure Web Pay) x Leap
o The Polaris Leap web application is their mobile app used to perform the most common library functions such as registering new patrons, checking out materials, or placing items on hold. Leap is optimized for a desktop computer, but it can be used on a tablet device that can access a modern Web browser such as an iPad or Surface. It is not designed for mobile phones.
x Polaris Software Optional Products:
o Collection Agency interface to Unique Management
o NCIP Integration with OCLC Navigator
o Outreach Services
o Self-check interface to 3rd party self-check units x5 o Carousel Toolkit
o Children’s interface to PAC
o Community Profiles
o FeatureIt
o Mobile PAC
o Multilingual PAC (language options: Spanish)
o Polaris Simply Reports x5
o URL Detective
o Polaris Application Programming Interface (API) – Site License o RFID Interface License
o Polaris True Serials
o Polaris Training and Testing Environment
x Third Party Subscription Services
o EDI for Acquisitions Setup/Training
o ChiliFresh
Reviews
Connections – Facebook App
o Content Café
o Overdrive Integration
o TriCerat ScrewDrivers (available in Terminal vs. Concurrent and 32 vs. 64 bit)

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Installation of Envisionware RFID solution Envisionware RFID Solution

ENVISIONWARE RFID SOFTWARE SUITE ENTERPRISE SITE LICENSE – Tier 05-09 Buildings (Qty. 3)
x Provides Integration with circulation clients, encoding, tag query, and RFID-enabling of ILS-specific self-service circulation stations as well as control of the Envisionware Media Case controller
o Integrates with Polaris Staff client and Express Check using Polaris API ENVISIONWARE DESKPAD RFID READER KIT (Qty. 18)
x Integrated high performance ISO standard RFID Reader/Writer/Pad in acrylic white enclosure. Surface or under-mount.
o Dimensions: 14.8” x 10.87” x 1.06” (376x276x26.8mm)
o Output Power: 1W
o Unidirectional system detects above the surface of the pad but not to the sides or bottom. Even works on metallic surfaces.
o Universal Power supply, 6ft shielded USB Cable, high quality ferrites and installation accessories
ONESTOP SELF SERVICE CIRCULATION SOFTWARE BUNDLE (Qty. 5) x Check out, check in, and integrate of other optional self service solutions including fine payment, PC Reservation®, print release, and library account management x Options: On-screen Virtual Keyboard, Envisionware AIO Desktop, AIO Kiosk Hardware Packages, Envisionware Branch Manager (help requests and email receipts), eCommerce Self Service and Envisionware RFID Software Suite (for RFID implementations) ENVISIONWARE PROLINE 1-AISLE RFID GATE SYSTEM (Qty. 4)
x High accuracy detection; people counter visible on system, Visual and Audible alarms plus Ethernet integration to Branch Manager software for alerts and people counter data.

Requires: AC Power; LAN connection for alerts.

ENVISIONWARE PROLINE 2-AISLE RFID GATE SYSTEM (Qty. 1)
x High accuracy detection; People counter visible on system, Visual and Audible alarms plus Ethernet integration to Branch Manager software for alerts and people counter data.

ENVISIONWARE BRANCH MANAGER (EBM) – ENTERPRISE EDITION (Qty. 1) x Gate alerts, people counts for gate radar module, email OneStop receipts and more.

Required: SIP2 Connection.

Polaris Virtual Private Cloud Services – Hosted Option
Polaris will provide the following on-going services:

Virtual Private Cloud Services Description
Server & Operating System
Software
Production Server, Firewall, Domain Controller, Backup Device, Microsoft Software, Network Switch, Installation & Remote Hands, ARCServe Backup software, Anti-Virus Software
Co-Location Services Internet Bandwidth – 5Mbps maximum, Power, Cabinet space, IP addresses, Internet Port

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Technical Support Daily Polaris application support (trouble-tickets, calls & email), Polaris Upgrades (version & builds)
Server Administration Data Center Network & Network Capacity, Data Center Firewall Management, Terminal Server IP Address Filters;

Services Monitoring (SPU, Disk & RAM):
x Server CPU, Disk & RAM
x Windows log checks
x SQL jobs checks
x Internet bandwidth usage
x Firewall

Server Maintenance:
x Firmware updates
x Driver updates
x Windows updates
x Anti-Virus updates
x Warranty repairs

Daily Backups & Offsite Rotation

Remote Desktop Services (Terminal Services)
Remote Desktop Services works by allowing individuals to run on a server, rather than on the user’s workstation. Remote Desktop Services simply sends screen images to the user’s machine, and the user’s machine in turn sends keystrokes and mouse movem ents back to the server. By doing this, Remote Desktop Services allows clients to run appli cations that they might otherwise not have the hardware or bandwidth to support. The Remote Desk top Protocol (RDP) has been designed and optimized to give users a good application experie nce over low-bandwidth connections. Because only keyboard, mouse and screen drawing i nformation is sent over the network, a quality user experience can be attained under very l ow-bandwidth conditions. The client access device can either be a full rich Windows personal computer, or a thin client.

Requirements:
x Remote Desktop Connection (RDC) client version 6.1 or higher (RDP protocol/version 7 or higher)
x Reliable network connectivity with adequate bandwidth (estimated 20kbps – 30 Kbps per concurrent RDC user) and low end-to-end network latency between the workstation and Windows Terminal Server
USERNAME Convention and PASSWORD Complexity
Access to Polaris Virtual Private Cloud requires a two-stage logon. A user must first logon to the Terminal Server and then must logon to the Polaris application. Usernames for Terminal Server and Polaris user accounts must cons ist of at least 8 characters . Polaris recommends that the usernames include a user-friendly prefix that makes the username unique to the system or branch.

For example, a satisfactory username convention for Public Library System could be plsXXXXX (i.e. plscirc1, plscat07, etc.).

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Passwords must be complex. At a minimum, passwords must consis t of at least 8 characters including at least one upper or lower case letter and at least one number or special character, and cannot include the library name or username. Polaris strongly recommends that common words should not be used as the password root.

User Management
The Alameda Free Library will be responsible for performing Pol aris user account management (add, change, or delete).

Polaris is responsible for management of terminal server accounts.

Virtual Private Cloud Service
The Polaris Virtual Private Cloud Service provides a fully mana ged application including data center networking and firewall management, Polaris server administration, anti-virus and backup service. Only Polaris server administrators have direct login a nd administrative access to the backend servers, software and databases supporting the Polaris systems and application.

Virtual Private Cloud Server Maintenance
Polaris reserves the right to perform periodic maintenance on t he Virtual Private Cloud servers and service platform. Scheduled weekly maintenance windows will occur every Monday and Thursday between 2:00AM ET and 4:00AM ET. Windows Updates and o ther service platform updates that may be applied sometimes require device reboots or restarts and therefore temporary service outages may be experienced during these windows. Schedu led maintenance windows for server, firewall and n etwork replacement or repair will occur Thursday’s between the hours of 4:00AM ET and 7:00AM ET.

Unscheduled emergency maintenance might need to be performed at any time. When emergency maintenance is required, Polaris will notify the Library and work with the Library to minimize any potential service interruptions.

Virtual Private Cloud Data Security
Polaris Virtual Private Cloud servi ces are currently delivered from a secure SSAE-16 certified Time Warner Cable/Navisite data center located in Syracuse, NY. The data center is a Tier-2 facility (ANSI/TIA-942 Telecommunications Infrastructure Standa rd for Data Centers) with an excellent track record for reliability that provides backup pow er, and redundant HVAC and network services. Internet servi ce to the Data Center is provid ed via redundant ISPs utilizing diverse fiber connections into the facility with dynamic re-rou ting of data if network links are interrupted. The Data Center environment includes:
x 7x24x365 on-site security personnel and video surveillance x Biometric palm scanners at all facility entrances
x Card access control at all interior and exterior doors x Offices/common areas isolated from the data center
x AC power installed to order with N+1 redundancy
x Backup UPS and generators with refueling capabilities for consistent power supply x Full data-grade HVAC system with N+1 redundancy with 136 tons of cooling active x Fire protection with early-warning VESDA fire detection system x FM-200 and CO2 fire suppression system
x Regular system testing and servicing
x Customer IT infrastructure monitored by two redundant NOCs (Andover and India), staffed 7x24x365

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x Regular facilities monitoring for all critical electrical components, environmental systems, and security
For Virtual Private Cloud service, Polaris owns and operates the servers utilized to store data and deliver service from the Data Center. Polaris employs network firewalls and anti-virus protection for the service platform. To prot ect data during network transm ission, communications between the library’s Polaris client workstations and the VPC Data Center are encrypted via native Remote Desktop encryption and SSL is used to encrypt the Patron Accoun t section of the Polaris PowerPAC. Third-party hardware maintenance providers do not hav e access to the servers or backup devices without Polaris advance approval and supervision.

Polaris Implementation and Training Services
Implementation Overview
Polaris shall provide implementation services involving project consultation and training. These services shall include, but are not limited to:
x Assigning and Implementation Manager whose role will be to work in conjunction with the library during the implementation phase of the contract. x Provide trainers to instruct the Library on the operation of the Polaris ILS application/system administration consistent with the provisions set forth below.

Purpose of the Implementation Site Visit
The Implementation Manager will schedule a two-day site visit t o discuss the implementation process, policy file creation, data migration issues, project p lanning, and Staff Client Administration
The Implementation Site Visit requires the participation of the Library’s System Administrator as well as representatives from each of the Library’s administrative units involved or affected by the implementation of the Polaris ILS.

Training Philosophy and Fees
Train-the-Trainer Approach: Polaris’s approach to training is to thorough ly train a core group (numbers indicated below) at the customer site. This core group will receive in-depth training on the various subsystems. This core group will, in turn, train th e remainder of the Library staff.

System Administration training is offered as a one-day webinar scheduled on a monthly basis.

Prerequisites: Familiarity with Windows 7, Vista and/or XP Prof essional is required for all trainees. Up to ten (10) trainees allowed at each training sess ion. Training materials will be provided for each session. Training should take place in a room away from public areas and have the capacity to hold the number of trainees (up to 10) and the Polaris ILS trainer. It is strongly recommended that each trainee have the use of a Library worksta tion with the Polaris ILS Staff client software installed.

Training Summary
x Implementation Management & Consultation:
o Implementation process, policy files creation, Data migration issues, On-Going Project planning, and Staff Client System Administration o 2 days on-site Project Implementation Visit (includes expenses) x PAC Branding (2 hour maximum – if additional time is required, that will be quoted separately at the rate of $200/hour):
o Enable pre-programmed theme selection;

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o Enable predefined set of dashboards selected by the Alameda Free Library o Resize existing library logo
x 2 Days on-site “Go Live” assistance (includes expenses) x 4 Days on-site training covering the following subsystems (includes expenses; to occur after system installation and initial database load): PAC, Patron Services, Cataloging x 1 Day Web-based training covering the Polaris ILS System Administration Interface x Simply Reports webinar training.

The following restrictions apply to all on-site training:
x A maximum of ten (10) trainees allowed per session. Additional charges apply for additional trainees. In no case shall the number of attendees in any session exceed 15 people, as the quality of training is negatively affected beyond this class size. x Training must be scheduled such that a minimum of two training days occur in any calendar week (Monday-Friday)
x There is a minimum two day charge for all on-site services Additional Training
Webinars
x Community Profiles
x FeatureIt

Acquisitions
x 2 Days on-site training covering the following subsystems (includes expenses; to occur after system installation and initial database load)

Serials
x 1 Day on-site training covering the following subsystems (includes expenses; to occur after system installation and initial database load)

Post-Implementation Training
x 2 Day on-site follow-up Q&A session with a trainer to discuss Circulation, Acquisitions, Systems Administration, Cataloging, Serials, OPAC, and Reporting.

Data Migration
Migrating existing data such as: patron records (including circulation and fines and fees records), bibliographic records, item records, and authority records and successfully transfer current Horizon ILS circulation parameters (i.e. floating collection, circulating, non-circulating materials, etc.) with the new Polaris ILS.

Bibliographic Records 145,500
Item Records 215,265
Patron Records 59,760
Authority Records 412,000
Source Horizon Database

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Pricing for extraction services assumes the following conditions for access to the database:

Horizon data extraction:
x External IP address of the database server must be provided x SQL port number must be provided
x Root or administrator login/password must be provided x Dynix login/password with security level 6 for Cat/Circ and any other modules that will be extracted
x For Unix servers, telnet and FTP access must be provided x For Windows servers, RDP or pcAnywhere login/password must be provided x SQL system administrator login/password must be provided x Trusted firewall access must be provided from a single IP address to be provided by Polaris
x Access to RDP or pcAnywhere on a PC located on the same LAN as the server must be provided, along with the following:
o Java 1.4 or higher must be installed, or be allowed to be installed on the PC o FTP must be permitted in order to allow files to be transferred to/from the PC to/from a location outside the LAN
x Use of VPN is acceptable
x Database name must be provided
x Specification of type of database must be provided
x Available access during all times and days specified by Polaris Deviations from any or all of these access conditions will result in additional fees being assessed, to be determined on a case-by-case basis.

The Library will accept responsibility for the export of all da ta files it wishes to migrate to the Polaris Integrated Library System. These files will be provided to Polaris in a format in accordance with the content and format specified in the Polaris Data Migration Guide. This document will be provided at the beginning of your implementation, but may also be requested at any time.

Deviation from the specified format may result in additional migration fees. Data will be provided to Polaris through ftp (file transfer protocol) or through a mu tually agreed upon tape and tape backup format. The Library will be required to conduct two (2) data extractions – one for an initial test load and then one for a final production load.

Alameda City CouncilJuly 18, 2023

Alameda City Council
July 18, 2023