AMENDMENT 1 RE IGA WITH CITY OF SURPRISE.PDF

RESOLUTION # 2023-39

A RESOLUTION OF THE MAYOR AND COUNCIL OF THE CITY
OF SURPRISE, ARIZONA APPROVING AN
INTERGOVERNMENTAL AGREEMENT WITH MARICOPA
COUNTY LIBRARY DISTRICT FOR INNOVATIVE INTERFACES
INC.’S POLARIS INTEGRATED LIBRARY SYSTEM.

WHEREAS, pursuant to Arizona Revised Statute §11-951, et seq., the City of
Surprise has the authority to enter into intergovernmental agreement with other
governmental entities for the purposes set forth within;

WHEREAS, the parties desire to enter into an intergovernmental agreement to
provide Cloud Hosting, Public Core Bundle Licenses and Staff Client licenses of the
Polaris Integrated Library System ("Polaris") at no cost to the City; and

WHEREAS, the County will fund migration, maintenance and support services of
said services to the City to ensure a reliable, secure, timely and efficient service and
support for City staff and library patrons at Surprise Public Libraries.

NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the City of
Surprise, Arizona, as follows:

Section 1. The Intergovernmental Agreement between the City of Surprise and
the Maricopa County Library District, attached as Exhibit A, is approved.

Section 2. The City Manager, or his designee, is hereby authorized to execute
and submit all documents and other necessary or desirable instruments in connection
with said agreement.

APPROVED AND ADOPTED this _2°“ day of Moy , 2023.

Skip Hall, Mayor ~

Attest: wt ae Approved as to form:
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Cae =—S 6 ea
Sherry Aguilar, City-Cterk eee City Attorney
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Resolution No. 2023-39
RFLS #8745
Rev 03/23

EXHIBIT A

INTERGOVERNMENTAL AGREEMENT BETWEEN
THE MARICOPA COUNTY LIBRARY DISTRICT AND CITY OF SURPRISE
FOR INNOVATIVE INTERFACES INC.’S POLARIS INTEGRATED LIBRARY
SYSTEM

Resolution No. 2023-39
RFLS #8745
Rev 03/23

INTERGOVERNMENTAL AGREEMENT

BETWEEN THE
MARICOPA COUNTY LIBRARY
DISTRICT AND CITY OF SURPRISE
FOR
INNOVATIVE INTERFACES INC.’s POLARIS INTEGRATED LIBRARY SYSTEM

Agenda #

This intergovernmental agreement ("Agreement") is entered into by the City of Surprise, an
Arizona municipal corporation ("City") and the Maricopa County Library District ("County"),
each hereinafter referred to as "Party" or collectively "Parties", as of the th day of

, 2023.

WHEREAS, the Parties wish to collaborate to provide Cloud Hosting, Public Core Bundle Licenses
and Staff Client licenses of the Polaris Integrated Library System ("Polaris") at no cost to the
City;

WHEREAS, the County will fund migration, maintenance and support services of said services
to the City to ensure a reliable, secure, timely and efficient service and support for City staff
and library patrons at Surprise Public Libraries; and

WHEREAS, the Parties are authorized to enter into this Agreement pursuant to A.R.S. §§11-
201(A), 11-952, and 48-3902(A).

THEREFORE, for the consideration set forth herein, the parties agree to the following terms and
conditions:

Section 1. Term. This Agreement is effective upon execution by the Parties and shall be in effect
for a term expiring on July 1, 2028, or unless earlier terminated pursuant to Section 2, herein.
The parties may agree to annual renewals for an additional three (3) years, as mutually agreed
upon in writing. Any modification or amendment to this Agreement shall be approved by both
Parties in writing.

Section 2. Termination. Either Party may terminate this Agreement, with or without cause, by
providing the other Party ninety (90) calendar days written notice of such termination. Upon
termination of this Agreement, all property used in performing services under this Agreement
shall be returned promptly to the Party owning or having the right to possess the same.

Section 3. Review Procedure. This Agreement will be reviewed annually by the County and the
City. The review will cover services provided, service levels and procedures. Any issue relating
to this Agreement or the relationship between the City and the County received by either Party
will be forwarded in writing and distributed concurrently to the Library Director for the City, and
to the County. The intent is to ensure thorough, timely and open resolution of all such issues.
The Parties agree to use their best efforts to amicably resolve any issues.

Section 4. Amendment. This Agreement supersedes any and all previous agreements between
the Parties concerning Polaris. Nothing in this Agreement shall be modified or waived except by
written amendment, duly executed by both Parties.

Section 5. Descriptions of Services.

5.1 Polaris Software/License and Maintenance. The County will fund the purchase of

a unique instance of Polaris and subscription services. A description of Polaris
and the subscription services to be provided to the City is set forth on Exhibit A,
attached hereto and incorporated herein by this reference.

5.2 Data Migration. The County will fund the migration of the City's current
Innovative Interfaces Polaris data, including acquisitions to being hosted by Innovative
Interfaces.

5.3 Software Support. The County will provide funding for first line assistance and
troubleshooting services for issues with Polaris and associated products, including network
connectivity and diagnoses, provided by and through the Polaris vendor. Additional features or
support outside the scope of this Agreement shall be at the sole expense of the City.

Section 6. Pricing. The County will provide access to a hosting of Polaris and related products
at no charge to the City.

Section 7. Support,

7.1 System Support. County will provide funding for System support which will be
provided by and through the Polaris vendor.

7.2 Data Extraction.

7.2. a. The County acknowledges that the City is the owner of the data stored in
its Innovative Interfaces Polaris ITS databases. Upon termination of this Agreement, the City
shall be solely responsible for recovery, extraction, and management of its data stored on
Innovative Polaris ITS databases.

Section 8. Insurance. The Parties agree to secure and maintain adequate insurance coverage
for any and all risks that may arise out of the terms, obligations, operations, and actions as set
forth in this Agreement, including but not limited to, public entity insurance. The acquisition of
this insurance or maintenance and operation of a self-insurance plan may fulfill this insurance
requirement.

Section 9. Conflict of Interest. Either party may cancel this Agreement, without penalty or
obligation, pursuant to A.R.S. §38-511.

Section 10. Indemnification.

10.1 To the extent permitted by law, the County covenants and agrees to indemnify,
defend and hold harmless the City, its officers, employees, contractors and
agents from and against any and all suits, actions, legal or administrative
proceedings, claims, demands or damages of any kind or nature relating to this
Agreement which are the result of any act or omission of the County, its officers,
employees, contractors and agents and anyone acting under its direction or
control, whether intentional or negligent, in connection with or incidental to, this
Agreement.

10.2 To the extent permitted by law, the City covenants and agrees to indemnify,
defend and hold harmless the County, its officers, employees, contractors and agents from and
against any and all suits, actions, legal or administrative proceedings, claims, demands or
damages of any kind or nature relating to this Agreement which are the result of any act or
omission of the City, its officers, employees, contractors and agents and anyone acting under its
direction or control, whether intentional or negligent, in connection with or incidental to, this
Agreement.

Section 11. Force Majeure. Neither Party shall be responsible for delays or failures in
performance resulting from acts beyond its control. Such acts shall include, but not be limited
to, acts of God, riots, acts of war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures or power failures.

Section 12. E-Verification of Employees. To the extent applicable under A.R.S. §41-4401, the
Parties warrant their compliance with all federal immigration laws and regulations that relate to
their employees, and compliance with the E-verify requirements under A.R.S. §23-214(A). A
Party's breach of this warranty shall be deemed a material breach of the Agreement and may

result in the termination of the Agreement by either Party. The Parties each retain the right to
randomly inspect the papers and records of the other Party to ensure that the other is
complying with this warranty. The Parties warrant to keep their respective papers and records
open for random inspection during normal business hours by the other Party. The Parties shall
cooperate with the other Party's random inspections, including granting the inspecting Party
entry rights on to their respective properties to perform random inspections, and waiving their
respective rights to keep such papers and records confidential.

Section 13. Terms and Conditions. This Agreement contains all of the terms and conditions
agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject
matter of this Agreement shall be deemed to exist or to bind any Parties hereto. Nothing in
this agreement shall be construed as a consent to any suit or waiver of defense in a suit brought
against the State of Arizona, the County or the City, in any state or federal court.

Section 14. Notices. Except as otherwise required by law, any formal notice given in connection
with this Agreement must be in writing and must be given by personal delivery, overnight
delivery, or United States certified or registered mail. Any such notice must be addressed to
the appropriate party at the following address (or at any other address as a party may hereafter
designate by written notice given as required by this paragraph):

County: Jeremy Reeder
Library Director/County Librarian
9330 E Riggs Rd
Sun Lakes, AZ 85248

City Bob Wingenroth
City Manager
1600 N Civic Center Plaza
Surprise, AZ 85374

IN WITNESS WHEREOF, the CITY OF SURPRISE and the MARICOPA COUNTY LIBRARY DISTRICT
have executed this Agreement effective on the date first above written.

CITY OF SURPRISE MARICOPA COUNTY LIBRARY DISTRICT
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By: Zije Za CI ae By:

Skip Hall ; Chairman, Board of Directors

Mayor Maricopa County Library District

City of Surprise
ATTEST: ATTEST:
(EZ be nf,
City Clerk ra D4te Clerk of the Board Date

The foregoing Agreement has been reviewed by the undersigned counsel who has determined
that it is in proper form and within the power and authority granted under the laws of the State
of Arizona.

By: Ah y Sla/sx By:

Attorsley J Date Deputy County Attorney
City/of Surprise Maricopa County
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