IGA POLARIS_PEORIA-COUNTY ALC SIGNED (002).PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN THE
MARICOPA COUNTY LIBRARY
DISTRICT AND CITY OF PEORIA
FOR
INNOVATIVE INTERFACES INCORPORATED’S POLARIS INTEGRATED LIBRARY SYSTEM
Agenda # C-65-21-024-X-00
This intergovernmental agreement ("Agreement") is entered into by the City of Peoria, an
Arizona municipal corporation ("City") and the Maricopa County Library District ("County"),
each hereinafter referred to as "Party" or collectively "Parties", as of the xxth day of xxxxxxxxx,
2021.
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 Peoria 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), and Article VIII, Peoria City Charter
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, 2026, 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.
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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 Sierra and 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
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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
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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: Name
Title
Address
City Jeff Tyne
City Manager
8401 W. Monroe St.
Peoria, AZ 85345
IN WITNESS WHEREOF, the CITY OF PEORIA and the MARICOPA COUNTY LIBRARY DISTRICT
have executed this Agreement effective on the date first above written.
CITY OF PEORIA MARICOPA COUNTY LIBRARY DISTRICT
By:__________________________________ By:_____________________________________
City Manager Chairman Board of Directors
City of Peoria Maricopa County Library District
ATTEST: ATTEST:
____________________________________ ________________________________________
City Clerk Date 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:____________________________________ By:______________________________________
Attorney Date Attorney Date
City of Peoria Maricopa County Library District
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EXHIBIT A
POLARIS LIBRARY SYSTEMS
FOR
THE CITY OF PEORIA, ARIZONA
PROPOSAL SUMMARY

Statement of Work
This Statement of Work (the “SOW”) dated November 25, 2020 is entered into pursuant to the
Master Professional Services Agreement between Maricopa County Library System (“Client”) and
Innovative Interfaces Incorporated (“Innovative”) effective as of October 25, 2018 (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) Polaris Hardware Migration to Hosted
a) The Polaris Support Engineer works with Cloud Ops to identify the AWS facility to be
used, then builds the required virtual machines with sufficient processing capacity
(memory, processors, storage), assigns IP addresses, installs the OS and configures
it to work with Polaris.
b) The Polaris Support Engineer ensures there is a successful full backup saved, then
uploads the appropriate version of the Polaris ILS software and configures it per the
Client’s requirements.
c) A “test load” copy of the Client’s data is loaded into the new environment.
d) Client has a period of time to access and test against the new environment to ensure
all of the modules they use work as expected.
e) Upon the pre-negotiated Go Live date, a final load of the customer database is moved
to the new production server and all systems are restarted.
f) The Polaris Support Engineer performs QA to ensure the system is functioning as
expected and turns the system over to the Client for the QA they may wish to conduct.
g) The Polaris Support Engineer is available to resolve any post migration issues that
may arise.
h) Hardware migration is complete.
2) Polaris Core Bundle Upgrade
The Client has elected not to install any features/modules at this time.
C. Innovative Services Team
The Services Team will have the following resources available for this project:
1) Polaris Support Engineer: The Polaris Support Engineer performs the staging, installation
and migration of your system.
D. Client Implementation Team
STATEMENT OF WORK – Innovative Interfaces Incorporated

1) Librarian Lead – Works closely with Project Manager to ensure requirements are
comprehensive 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
server access as well as any other system level duties required by Client.
E. Implementation Assumptions
1) Timeline for the completion of this project will be established, through joint planning
conversations between the Client and Innovative during the initial stage of the project.
2) Innovative needs 24x7 Internet access to the legacy environment throughout the course of
this project.
3) 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 server
access, collecting and providing any prerequisite information required to support
installation and configuration of software, and other needs that may arise during the project.
4) Client will have adequate resources available to ensure timely completion of any library
tasks outlined in the project schedule including prompt acceptance of data migration.
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 Innovative Pricing Exhibit EST-INC12798 attached 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 Professional Services 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.
IN WITNESS WHEREOF each party has caused this SOW to be executed by its duly authorized
representatives.
AGREED:
Client Innovative
Maricopa County Library System Innovative Interfaces Incorporated
By: By:
Name: Name:
Title: Title:
Date: Date:
STATEMENT OF WORK – Innovative Interfaces Incorporated