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HomeMy WebLinkAbout2025-023-E-IT Dept-Innovative Interfaces-Licenses and technical support for Sierra and Encore applicationsRevised 01/24 9NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 23rd day of December 2024 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Innovative Interfaces Incorporated (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated September 28, 2021 (hereinafter the “Original Agreement”), for the provision of services for the provision of licenses, maintenance and support as referenced within Exhibit A and B; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set for th below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. Exhibits A and B to the Original Agreement are amended by adding the following tasks and services to the Services to be provided by the Consultant: licenses, maintenance and technical support for the period of 8/1/2024-7/31/2027 as described in Exhibits C-E (quote EST-INC17457, EST-INC17458, EST-INC17549) and 10/31/2024 – 7/31/2027 as described in Exhibit F (Order Form Q-00734203). 2. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of $355,120.92 ($164,396.09 from original contract plus $159,799.83 from amendment 1, paid over 3 years: $59,319.01 in FY25, $49,376.32 in FY26, $51,104.50 in FY27 plus $30,925 from this amendment paid over 3 years: ($14,975.00 in FY25, $7,975.00 in FY26, $7,975.00 in FY27). 3. Except for the changes made herein, the Original Agreement shall remain in full force and effec t to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Travis Myren Jeff Anusbigian County Manager VP Sales Operations Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE 12/23/20241/10/2025 Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Innovative Interfaces, Inc Vendor Contact Person: Jeff Anusbigian Phone: 510-655-6200 Address: 1900 Powell St. #400 City Emeryville State: CA Zip: 94608 Department: Library Amount: $30,925.00 = $7,000.00 (Library) + $23,925.00 over 3 years (IT) Purpose: Licenses and technical support for Sierra and Encore applications Budget Code(s): 10500020-750150/Library 10315020-625010/IT Vendor # 61653 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 9/28/2021) (Most Recent Amendment ) Effective Date 12/23/2024 End Date 7/31/2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Robert Reynolds Signature Authority - BOCC Express Delegation (Agenda Date: 6/15/2021) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer ___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE 12/23/2024 1/3/2025 1/9/2025 1/10/2025 1/10/2025 Revised 01/24 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE Innovative Order Form (Global) English (Rev. 7/31/2024) Page 1 of 2 Innovative Interfaces Incorporated (“Clarivate”) 789 E. Eisenhower Parkway Ann Arbor, MI 48108 Order Form: By signing this Order Form (“Order”) you agree to order the Services and /or license the Products subject to the Agreement described below and you certify that you are authorized to enter into this Agreement on behalf of the Client effective as of the date of the last signature below. Q-00734203 Products (Annually Recurring): Name Description Start Date Contract Term (months) Sierra Test/Training Server (Subscription) Sierra Test/Training Server Additional cloud hosting environment for Sierra ILS Training or Test system - to support dedicated capacity for training or testing 10/31/2024 36 Sierra Test/Training Server Bundle - Sierra Test/Training Server 10/31/2024 36 Total Price: 7,975.00 USD Services (One Time): Name Description Training System Build (Service) Training System Build Total Price: 7,000.00 USD -Start Date for new product(s) being purchased will commence following implementation. -Statement of Work attached for any Service Orders. -Payment terms are Net 30. If applicable, fees will be co-termed to align your billing to the same term. Client: Orange County Public Library Authorization by: Innovative Interfaces Incorporated Authorization by Client: Signature: \si1\ Signature: Duly Authorized Signature Name: Name: Title: \ti1\ Title: Date Signed: \ds1\ Date Signed: Jeff Anusbigian VP, Sales Operations November 13, 2024 Exhibit F Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE Innovative Order Form (Global) English (Rev. 7/31/2024) Page 2 of 2 Renewal Term: For annually recurring products it will auto renew for consecutive 12-month terms following the expiration of the overall contract term as set out above (“Initial Term”) unless either party provides at least ninety (90) days’ notice of nonrenewal before the end of the then current term. Annual subscription fees may be increased each calendar year by up to 5%. Product Terms: GOVERNING LAW & JURISDICTION State of Delaware GOVERNING TERMS: The products and services set forth herein are governed by the terms found at https://clarivate.com/terms-of-business for: •The Clarivate Terms; •The Product/Service Terms for Innovative; and •If applicable, the Innovative Subscription and Perpetual Software Subscriptions Operational Terms Product Notes: Additional Information: Taxes: Except to the extent that you are tax -exempt as to the tax in question, Client will pay all sales, use and other taxes imposed by any applicable laws and regulations as a result of the payments under this agreement, including but not limited to: Canadian Goods and Services Tax (“GST”), Canadian Harmonized Sales Tax (“HST”), Canadian Provincial Sales Tax (“PST”) and/or other transaction tax (Collectively “E xcise Tax”). When applicable, these tax amounts will be reflected on invoices to Client. Legal Notice Information Client Entity: Orange County Public Library Client Legal Address: P.O. Box 8181 Hillsborough NC United States 27278 Billing Information: Please review your billing address to ensure its accuracy. Shipping Information: Please confirm the shipping address is accurate. Orange County Public Library P.O. Box 8181 Hillsborough NC United States 27278 Orange County Public Library P.O. Box 8181 Hillsborough NC United States 27278 Electronic Invoice Recipient(s): Electronic Renewal Recipient(s): If your subscribing institution requires the use of Purchase Orders, please indicate below. Purchase Order # po1 Billing Information Notes Tax Registration Number # \tx If tax exempt, please include copy of supporting documentation with signed agreement or email a copy to tax.certificates@clarivate.com Invoices will be emailed to the bill to-contact and renewals will be emailed to the ship-to-contact. If your institution is unable to accept electronic invoices, please check this box: ☐ Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE STATEMENT OF WORK – Innovative Interfaces Incorporated Statement of Work This Statement of Work (the “SOW”) is entered into pursuant to the Order Form between Orange County Public Library (“Client”) and Innovative Interfaces Incorporated (“Innovative”) (together, the “Agreement”). Innovative and Client may each be referred to as “Party” from time to time or collectively as “Parties”. A. Purpose of this Statement of Work The SOW provides an overview of the scope of the project and fees to complete the engagement based on Innovative’s prior experience with similar projects and preliminary discussions with Client. The Client hereby acknowledges that the SOW is not meant to capture all detailed requirements but documents the high level requirements and implementation approach discussed and that additional detailed requirements discussions will be required to outline the full scope of work between the Parties. B. Project Scope of Services The Scope of the project includes the following set of professional services: 1. Sierra Training System Build (Two servers) Innovative will build the servers and provide a full copy from the production server of the Sierra system. With the exception of the file that controls the running of Innovative software processes and system logins, the database and system options on the train/test server(s) will be a copy of the production Sierra’s database and system options. Innovative will conduct all specified work during normal business hours for the Innovative staff assigned to the project. All reasonable attempts will be made to align the assigned project staff with the business hours of the client. However, the availability of staff with the optimal skills required to ensure success of the project may not always allow for this alignment. Any requested work, outside of the specifications listed above, will be quoted at an additional cost, and written approval must be provided by the client before work can proceed. C. Innovative Services Team The Services Team will have the following resources available for this project: 1. System Engineer: System Engineers work with the Library on ILS setup and configuration as well as installations, network connections, and infrastructure configuration. D. Client Implementation Team 1. Librarian Lead – Works closely with System Engineer to ensure requirements are complete and representative of the needs of the Library. The Librarian Lead will coordinate with key members of the team as required. 2. Technical Lead - Will be responsible for assisting with Client responsibilities related to system level duties required by Client. Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE STATEMENT OF WORK – Innovative Interfaces Incorporated E. Implementation Assumptions 1. Client will provide a technical point of contact who is able to provide, or coordinate access to, necessary information and library resources. This includes information related to collecting and providing any prerequisite information required to support installation and configuration of software, and other needs that may arise during the project. 2. Client will have adequate resources available to ensure timely completion of any library tasks outlined in the project schedule. 3. Innovative needs 24x7 Internet access to servers during the entire period of activity associated with this work. If this access cannot be provided, the work will need to be rescheduled. F. Fees and Payment Terms Fees for Services delivered under this SOW will be charged on a fixed price basis as set forth in the attached Agreement herewith and are made in good faith based on the activities, approach, and assumptions contained within the SOW. Payment terms for this SOW are as set forth in the Agreement. Any additional Change Requests will be performed at a blended rate of $200 per hour for all resources. Additionally, Client is responsible for all reasonable out-of- pocket costs and expenses incurred during this SOW. Pricing assumes that deliverables in this Statement of Work are completed within six months or additional Services fees will apply. Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE 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-MAILADDRESS: 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 of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder 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 CONTRACT 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 PERIOD 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 AFFORDED 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 EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR 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 Limited 51 Lime Street London, EC3M7DQ GBR Clarivate Analytics 789 E. Eisenhower Parkway Ann Arbor, MI 48108 Orange County 300 West Tryon Street PO Box 8181 Hillsborough, NC 27278 07/23/2024 1-877-945-7378 1-888-467-2378 certificates@wtwco.com Lloyds Syndicate 2987 C0978 W34332727 A Technology E&O Cyber Security & Privacy Liab Per ClaimB080150483P2406/01/2024 06/01/2025 Per Claim Media Liability Per Claim 355068026208084SR ID:BATCH: $5,000,000 $5,000,000 $5,000,000 WTW Certificate Center Page 1 of 1Docusign Envelope ID: 38AFED71-D738-406A-8A5A-009AFE15E537Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE 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-MAILADDRESS: 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 of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder 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 CONTRACT 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 PERIOD 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 AFFORDED 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 EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR 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 Clarivate Analytics 789 E. Eisenhower Parkway Ann Arbor, MI 48108 Orange County 300 West Tryon Street PO Box 8181 Hillsborough, NC 27278 11/27/2024 1-877-945-7378 1-888-467-2378 certificates@wtwco.com American Guarantee and Liability Insurance 26247 Zurich American Insurance Company American Zurich Insurance Company 16535 40142 W36380454 A 1,000,000 1,000,000 25,000 1,000,000 2,000,000 2,000,000 GLA-9883701-00 12/01/2024 12/01/2025 B 1,000,000 12/01/202512/01/2024GLA-9883701-00 A 10,000,000 AUC-9883774-00 12/01/2024 12/01/2025 10,000,000 WC-9883703-00C 1,000,000No12/01/2024 12/01/2025 1,000,000 1,000,000 372090726823310SR ID:BATCH: WTW Certificate Center Page 1 of 1Docusign Envelope ID: 770630B2-6C91-45C3-98BA-81CE3BBA72BE