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Backup Documents 01/24/2023 Item #16D 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 0 3 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials ate 1. Risk Risk Management /24/2_34‘ 662 2. County Attorney Office County Attorney Office ''Ise *A2 4. BCC Office Board of County Commissioners In_by /16/ Vu/i3 4. Minutes and Records Clerk of Court's Office ►iP IA923ro:s1 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/Procurement Contact Information 239-252-8950 Contact/ Department Agenda Date Item was January 24,2023 Agenda Item Number 16.D.3. Approved by the BCC Type of Document CONTRACT Number of Original 1 Attached Documents Attached PO number or account N/A 22-035-NS INNOVATIVE number if document is Innovative INTERFACES to be recorded Interfaces INCORPORATED. Incorporated INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 01/24/2023 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the an option for Chairman's signature. this line. RECEIVED JAN 24 2023 1603 COLLIER COUNTY NON-STANDARD AGREEMENT #22-035-NS FOR "INTEGRATED LIBRARY SYSTEM (ILS) SOFTWARE MAINTENANCE, SUBSCRIPTION & PHONE ALERT SYSTEM" BETWEEN COLLIER COUNTY AND INNOVATIVE INTERFACES INCORPORATED ATTACHED: MASTER PROFESSIONAL SERVICES LICENSE AGREEMENT & SOW (15-pages) SUBSCRIPTION LICENSE AGREEMENT (18-pages) PERPETUAL LICENSE AGREEMENT (19-pages) SOFTWARE-AS-A-SERVICE (SAAS) SUBSCRIPTION AGREEMENT (18-pages) Collier County Library Division 2385 Orange Blossom Dr. Naples, Florida 34109 CONTRACT ADMINISTRATOR: Vivian Giarimoustas, Contract Administration Specialist P: (239) 252-4915 Email: Viviana.Giarimoustas!iilcolIiercountyfl.gov DIVISON POINT OF CONTACT: Kim Spina, Library Senior Supervisor P: (239) 252-7379 Email: Kim.Spina@colliercountyfl.gov CA 1603 INNOVATIVE INTERFACES INCORPORATED MASTER PROFESSIONAL SERVICES AGREEMENT This Master Professional Services Agreement ("Services Agreement") is entered into by and between Innovative Interfaces Incorporated, a California corporation ("Innovative"), and the party identified as Client below ("Client" or"County"), a political subdivision of the State of Florida, (collectively, the "Parties"), as of the "Effective Date" also set forth below. Innovative Innovative Interfaces Incorporated Address 3133 W. Frye Rd., Suite 400, Chandler AZ 85226 Innovative Point of Dennis Carter, Director& Sales Account Manager Contact Phone: 734-5727340 Email: dennis.carter@clarivate.com Client Collier County Board of County Commissioners, FL for and on behalf of Collier County Public Library Division Address 2385 Orange Blossom Dr. Naples FL 34109 Client Technical Contact Name: Jared DeIRe, Applications Analyst Phone: (239) 252-7333 / Email: Jared.Delre@colliercountyfl.gov Effective Date J aim./ a `(1 a o a\ _1 License Agreement Date January 1, 2023 1. Definitions. a. "GTCs" means the Innovative Interfaces Incorporated Master Professional Services Agreement General Terms and Conditions in Exhibit A. b. "SOW' means one or more Statements of Work attached as an exhibit hereto and executed by the parties hereto from time to time on or after the Effective Date. 2. General. Innovative and Client agree that this Services Agreement is a binding agreement between the parties and is governed by the GTCs, which are made a part hereof. This Services Agreement, the GTCs and all other exhibits, schedules and terms and conditions referenced by or in this Services Agreement or the GTCs together constitute the "Agreement." Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation,the GTCs, prior to the execution of this Agreement. Innovative recommends that Client print a copy of each component of this Agreement for Client's records. Unless otherwise specified, capitalized terms in this Services Agreement have the same meaning as those in the GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of Florida, without regard to any other laws that would require the application of the laws of another jurisdiction. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. EXHIBITS TO SERVICES AGREEMENT A General Terms and Conditions B Statement(s) of Work C Pricing Exhibit [Signature page follows] Page 1 of 11 CAA I 6 0 3 In witness whereof,the parties have executed this Agreement by their duly authorized representatives as of the Effective Date. Client Innovative Collier County Board of County Commissioners innovative Interfaces Incorporated for and on behalf of Collier County Public Libra on By: 676/t/..--- By: Name: -Rick LoCastro, Chairman --- - �� A�►�.�� -1 Title: Date: Date: a.lc..2lJ'LZ- ATTEST: INNOVATIVE WITNESSES: Crystal K. Kinzel, Clerk of the Circuit Court And Comptroller L7--- ^ ______ First Witness By: • j�-�t�G1%e-_r17 ir- le. --r r� vW- Dated. t— 63 Type/Print Witness name (SEAL) Attest as to Chairman's 2/4 signature only. Se cond Witness /lieli li2 .S Type/Print Wi#hess name Approved as to For and egality: County Attorney `C, U i fZ 7ii-LA — Print Name Page 2 of 11 4,, I 16D3 Exhibit A Master Professional Services Agreement General Terms and Conditions The parties agree that their contractual relationship with respect to the Services will be governed by the terms and conditions of(1) this Master Professional Services Agreement General Terms and Conditions ("GTCs"), (2)the applicable Innovative Interfaces Incorporated Master Professional Services Agreement(s) (each, a"Services Agreement"), and (3) all other applicable exhibits, schedules and terms and conditions referenced by or in the GTCs and Services Agreement(s). Each Services Agreement, together with the terms and conditions of these GTCs and all applicable exhibits or schedules incorporated by reference or referenced therein will constitute and be construed as a separate agreement. Unless otherwise specified, capitalized terms in these GTCs have the same meaning as those in the Services Agreement. 1. Scope and Performance of Services. a. Each SOW will detail (i) the requirements for implementation of the Software (as defined below) or such other professional consulting services as the parties may mutually agree (the "Services"), and (ii) any tangible work product or other deliverables to be provided to Client by Innovative in conjunction with the Services ("Work Product"), each of which is subject to the terms and conditions set forth in this Agreement. Any such SOW, when executed by the parties, will be deemed incorporated into this Agreement and made a part hereof for all purposes. Innovative will provide the Services on the terms contained in this Agreement. The term "Software" has the meaning assigned in that separate License Agreement between the parties dated as of the License Agreement Date identified in the Services Agreement. b. Client will be deemed to have accepted the Services as billed on a time and material basis unless otherwise specified in the applicable SOW. c. Innovative is permitted to, at its sole cost and expense, subcontract the performance of some or all of the Services provided that (i) Innovative's subcontractor agrees in writing to abide by the terms of this Agreement, and (ii) Innovative remains fully responsible for the performance of such subcontractor in accordance with the terms hereof. In performing any Services at Client's site, Innovative's and its subcontractors' personnel (collectively, the "Consulting Personnel") must adhere to all reasonable personal conduct and security policies of Client provided in writing to Innovative in advance. Unless otherwise agreed to by both parties,the Consulting Personnel will observe the working hours and holiday schedules of Client while working on Client's premises. d. Although Innovative will perform much of the Services at its offices with its equipment, in order to facilitate the performance of the Services, Client will make available in a timely manner, at no charge to Innovative, all facilities, programs, files, equipment, documentation, test data, sample output, or other information and resources reasonably required by Innovative for the performance of the Services ("Client Resources"). Innovative and its subcontractors are hereby granted a nonexclusive, non-transferrable, non-sub-licensable, fully paid-up license to use the Client Resources during the term of this Agreement for the sole purpose of performing the Services. Innovative will not be liable for any damages related to delays caused by Client's failure to fulfill the foregoing obligations. 2. Change Orders. The parties may make changes to the Services specified in an SOW by executing a mutually agreeable"Change Order"that sets forth (i)a description of the change(s), and (ii)the price and payment terms (if any) for the change(s). Once so approved, the Change Order will constitute a formal amendment to the applicable SOW, and will be deemed incorporated into this Agreement and made a part hereof for all purposes. 3. Proprietary Rights and Ownership. a. All Intellectual Property Rights (as defined below) in the Services and Work Product provided or made available to Client by Innovative hereunder (including all improvements, enhancements, modifications or updates) ("Innovative Products") will remain the exclusive, sole and absolute property of Innovative or the third parties from whom Innovative has obtained the right to use the Innovative Products. Intellectual property created by Innovative pursuant to this Agreement, or any other party at the request or direction of Innovative,will be owned by Innovative. "Intellectual Property Rights" means any and all intellectual property rights existing from time to time under any law or regulation, including without limitation, patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, or Page 3 of 11 1603 privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. During the term of this Agreement, subject to the terms and conditions set forth herein, Client will have a personal, non-transferable, non-exclusive, right and license to use the Work Product solely for the Software and internal business purposes of Client. Client will at all times retain all intellectual property rights in all Client Data (as defined in the License Agreement) and any proprietary information and materials provided by Client in connection with the Services provided hereunder. b. For purposes of this Agreement, as between Innovative and Client, any intellectual property in the Innovative Products to the extent owned by any third party will be and remain the exclusive property of such third party. c. Client acknowledges that Innovative is engaged in the process of continuously improving its products which provide software solutions to manage libraries for a wide variety of clients and that Innovative will continue these activities. Nothing in this Agreement will be deemed to preclude or limit Innovative from using intellectual property developed in the provision of the Services hereunder and/or developing any products, end-user services, or other deliverable materials for itself or other clients, so long as such services and/or products do not incorporate Client's Confidential Information or Client Data. d. If, in the course of receiving the Services, Client Data is provided by Client or its vendors to Innovative, such Client Data will be managed in accordance with the License Agreement. 4. Fees; Expenses; Payment Terms. a. In consideration for the Services, Client agrees to pay the fees set forth in each applicable SOW or Pricing Exhibit (the "Fees"). Additionally, Client will be responsible for all reasonable actual out-of-pocket costs and expenses(e.g. travel, copying and courier services)incurred by Innovative in its performance of this Agreement. b. All Fees and expenses will be billed once monthly in arrears or as may otherwise be specified in the applicable SOW or Pricing Exhibit. All Fees, expenses and any other amounts owing under this Agreement are due and payable on the terms set forth in the Pricing Exhibit and in compliance with Chapter 218, Fla. Stat., otherwise known as the "Local Government Prompt Payment Act.". All amounts stated herein and all Fees determined hereunder are in U.S. dollars. c. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the delivery of the Services, all of which Client will be responsible for and will pay in full, other than taxes based on Innovative's net income. Client will provide Innovative its state-issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this Agreement at any time, Client and not Innovative,will be solely responsible for payment of such additional taxes and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no withholdings or deductions been made. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531 C-1. d. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 5. Limited Warranty. a. Innovative warrants, solely for the benefit of Client, that all Services rendered pursuant to this Agreement will be performed in professional manner consistent with industry practices. Innovative agrees to re-perform any Services not in compliance with this warranty brought to its attention within thirty (30)days after those Services are performed. b. Innovative warrants, solely for the benefit of Client that for a period of 30 (thirty) days after delivery, the Work Product delivered will perform in accordance with the specifications contained in the applicable SOW. Page 4of11 1603 Innovative agrees to correct any such Work Product not in compliance with this warranty brought to its attention within the foregoing warranty period. c. The exclusive remedy of Client under the limited warranties set forth in Sections 5(a) and 5(b) are set forth in Sections 5(a) and 5(b), respectively. d. EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INNOVATIVE AND ITS AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT-FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 5(a) AND 5(b), THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY, INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY FOR SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE THEREOF. 6. LIMITATIONS ON LIABILITY. IN NO EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF INNOVATIVE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE OTHERWISE FORESEEABLE. INNOVATIVE'S TOTAL LIABILITY FOR TORT, CONTRACT AND OTHER DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO INNOVATIVE BY CLIENT UNDER THE APPLICABLE SOW UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE, LESS AGGREGATE DAMAGES PREVIOUSLY PAID BY INNOVATIVE UNDER THIS AGREEMENT. INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 7. THESE LIMITATIONS OF LIABILITY WILL APPLY TO ALL CLAIMS AGAINST INNOVATIVE IN THE AGGREGATE (NOT PER INCIDENT) AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES ABOVE WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. 7. Indemnification. Innovative will defend Client in any legal action filed by a third party against Client claiming the Services or Work Product as delivered to Client by Innovative pursuant to Section 1 infringes a U.S. copyright or U.S. patent; provided in each case that Client promptly notifies Innovative in writing of such claim and fully cooperates with Innovative in the defense of such claim. Innovative will also indemnify and hold Client harmless from any and all damages and costs (including reasonable attorney's fees)finally awarded by a court of competent jurisdiction in connection with any such claim, or agreed by Innovative in a settlement of such claim. Innovative will conduct the defense and any settlement negotiations in any such third-party action arising as described herein. This indemnification is limited to the Services and Work Product in the form delivered to Client and does not cover claims arising from (x) modifications thereto not made by Innovative, or, even if by Innovative, at the request of Client; (y) use of the Services and Work Product in combination with other software or items not provided by Innovative; or (z) third-party source code included in the Services and Work Product. If the use of the Services or Work Product by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the Services or Work Product, (ii) modify the Services and Work Product to remove the cause of the claim, action or suit, (iii) replace the Services and Work Product at no additional charge to Client with an equally suitable, non-infringing service or work product, which will then be subject to the provisions of this Agreement, or (iv) terminate this Agreement and refund to Client that portion of the Fees allocable to the infringing component of the Services and Work Product, prorated for the period Client's use of the Services and Work Product is enjoined. None of the above warranties or remedies will apply with respect to any element of the Services and Work Product that has been modified by any party other than Innovative, or used in a manner for which the Services and Work Product are not designed or intended. This section states Page 5 of 11 16D3 Innovative's entire liability and Client's exclusive remedies for infringement of intellectual property rights of any kind. 8. Confidentiality. a. Innovative acknowledges that any Client Resources or information, data, or documents disclosed by Client to Innovative in its performance hereunder that are marked as confidential and proprietary information of Client shall be treated as "Confidential Information" as defined below. Client acknowledges that all documentation, technical information, Software and other information pertaining to the Services, and/or Innovative's business interests or activities, methods of operation or customers that are marked and disclosed by any party to Client in the course of performing this Agreement shall be treated as the confidential and proprietary information of Innovative and, pursuant to Florida Statute§815.045, will be regarded as a Trade Secret. The information and materials described in the two preceding sentences are referred to herein as "Confidential Information." Notwithstanding the foregoing, the term "Confidential Information" does not include information pertaining to a party if such information: (i) is generally known to the public through no improper action or inaction by the other party, (ii) was, through no improper action or inaction by the other party, in the possession of the other party prior to the Effective Date, (iii) was rightly disclosed to the other party by a third party if such disclosure does not violate the terms of any confidentiality agreement or other restriction by which such third party may be bound, or(iv) although falling under the definition of Confidential Information provided herein, the material(s) is judicially determined not to be exempt under the Florida Public Records Act, Chapter 119, Fla. Stat. b. All Confidential Information will be held in confidence and will not be copied, used or disclosed other than as set forth in this Agreement. Each party will take all reasonable efforts to protect the confidentiality of and prevent the unauthorized use of any such Confidential Information by any third party within such party's control. Each party may disclose Confidential Information: (i) to the receiving party's employees and contractors required to have access to said Confidential Information for the purposes of performing this Agreement or using the Work Product, provided that such parties have entered into a non-disclosure agreement offering similar protection as is provided under this Agreement; or (ii) if such disclosure is in response to a valid order of any court or other governmental body("Order"), in which event, the disclosing party will use reasonable efforts to provide the other party with prior notice of such required disclosure. In the event Innovative marks or designates any records as comprising Confidential Information, which the Client does not believe meets the definition, prior to providing such information under a public record request it shall first notify Innovative that it has received a request for the record(s) and that it will release the record(s) as not confidential but will first allow Innovative an opportunity to seek a protective order as to those records. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., the Florida Sunshine Law, Chapter 286, Fla. Stat. and Florida Statute § 815.045 in the protection of Trade Secrets c. Recognizing that any improper use or disclosure of any Confidential Information by either party may cause the party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any unauthorized use or disclosure of such Confidential Information. 9. Term; Termination. a. This Agreement will be effective as of the Effective Date and will remain in effect until terminated as permitted under this section. Client may terminate this Agreement or an SOW at any time without cause upon 30 (thirty) days prior notice. Client may terminate this Agreement at any time if Client's budget(funding) is eliminated and Client provides written evidence to Innovative of the elimination of Client's budget (funding), such evidence to be in the form and substance reasonably requested by Innovative. Innovative may terminate this Agreement or an SOW for cause (i) if Client breaches any material term or condition of this Agreement or an SOW and such breach continues unremedied for 30 (thirty) days after delivery of written notice of such breach to Client, or(ii) if Client is declared bankrupt, admits its inability to satisfy its debts, or enters into any negotiation with its creditors for the settlement of its debts. Any notice of termination expressly purporting to terminate this Agreement in its entirety will also effectively terminate any and all SOWs then outstanding. Contrarily, any notice of termination purporting only to terminate one or more SOWs (but not purporting to terminate this Agreement or otherwise remaining silent as to the termination of this Agreement) will effectively terminate only such identified SOW(s), in which event this Agreement and all other outstanding SOWs will survive. Page 6of11 (" w: 1603 b. Upon any termination of this Agreement, all paid Fees will be nonrefundable and Client will be responsible for all Fees and expenses for all Work Product provided or Services performed up to, and including, the date of termination. Otherwise, the rights and duties of the parties will terminate other than the obligation of the Client to pay Fees and expenses in accordance herewith, and the obligations of the parties pursuant to Section 3 (Ownership), Section 6(Limitations on Liability), Section 7(Indemnification), Section 8 (Confidentiality), and the governing law and venue provisions of this Agreement. Any termination of this Agreement will not waive or otherwise adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement. Within 30 (thirty) days of a termination of this Agreement, each party must return or destroy all Confidential Information of the other party, as requested by the other party. 10. Consulting Personnel. Innovative agrees to keep accurate and complete records of tasks and hours of the Consulting Personnel in performing the Services. Innovative will be solely responsible for, at its own cost, verifying the employment history, educational and professional credentials and licenses, and criminal history of each of the Consulting Personnel. In providing the Services, Innovative will not knowingly utilize Consulting Personnel who have been convicted of fraud, theft, larceny, embezzlement or any other felony or other crime of moral turpitude. Innovative is solely responsible to ensure that all Consulting Personnel are in compliance with the Immigration Reform and Control Act of 1986 ("IRCA"). Specifically, Innovative will comply fully with the record keeping and other requirements of IRCA, including without limitation all 1-9 requirements. Client is not responsible for sponsorship of any workers who perform Services for it at the request of Innovative. For Innovative employees working in the United States pursuant to this Agreement, Innovative will provide to Client only workers for whom Innovative has confirmed legal liability to perform services as employees in the United States, and for whom all required record keeping under IRCA has been performed and maintained. No Consulting Personnel will be entitled to participate in any compensation or benefits plan of Client. Innovative will be solely responsible for the payment of wages and any employee benefits to or on behalf of the Consulting Personnel for work performed under this Agreement and for withholding of any and all federal, state and local income taxes, paying social security taxes, unemployment insurance in an amount and under such terms as required by federal, state, or local law. 11. Back-Up Activities. Client has the sole responsibility for the maintenance and protection of all data provided by Client to Innovative for performance of the Services, including, without limitation, the making, storing and security of back-up and archive copies of such data (collectively"Back-Up Activities"), and Client acknowledges Innovative will not perform any Back-Up Activities for or on behalf of Client. 12. General. a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and that Client's relationship with Innovative is not one of principal and agent nor employer and employee. No Consulting Personnel will be entitled to participate in any compensation or benefits plan of Client. c. Force Maieure. Neither party will be liable or responsible for any delay or failure in performance if such delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo, government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions of carriers, third party local exchange and long distance carriers, utilities, Internet service providers, transmitters, vandals, or hackers, or any other similar causes that may be beyond its control. d. Notice. Any notice or communication required to be given by either party must be in writing and made by hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set forth on the first page of the Service Agreement. Notice will be deemed given on the date of receipt or first refusal by the recipient. All communications pursuant to this Section will be deemed delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service; or (b) when electronically confirmed, if delivered by facsimile. e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting Page 7of11 (7) 1603 in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf (or similar format for scanned copies of documents) or facsimile signature, each of which when so executed and delivered will be an original, but all such counterparts together constitute but one and the same instrument. g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or other disclosure regarding the terms of this Agreement without the prior written consent of the other party,which consent will not be unreasonably withheld. h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a party may assign this Agreement without the other party's consent (i) as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or capital stock; or(ii) to an affiliate of such party provided that any such assignment will not release the assigning party from its obligations under this Agreement. i. Insurance. Innovative is to provide Client proof of insurance as follows: 1. Technology Errors & Omission: $1,000,000 single limit; 2. Cyber Liability -$1,000,000 single limit. Collier County Board of County Commissioners shall be listed as the Certificate Holder. j. Governing Law and Venue. This Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. Any suit or action by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. k. Public Entity Crime. By execution of this Agreement, Innovative acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. I. Public Records Compliance. By executing and entering into this Agreement, Innovative is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense and in so far as they are relevant to Innovative's performance of its obligations under this Agreement,with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety (including but not limited to, the Florida Public Records Law 119), including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government& Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, Florida 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestacolliercountvfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. Page 8 of 11 1603 2. Upon request form the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract and upon request, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. m. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make good faith effort to resolve such disputes by negotiation. The negotiation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who make the presentation of any settlement reached during negotiations to Client for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who would make the presentation of any settlement reached at mediation to the Client's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. n. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in the English language; any translation of this Agreement into another language will be for convenience only but will not modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement. o. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish or affect any separate confidentiality agreement, license agreement or other document issued thereunder. The parties represent that they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have included in this Agreement all terms material to the parties' rights and obligations with respect to the subject matter hereof and intend this document to be the final expression of their contractual intent. The parties further represent and acknowledge that communications exchanged between the parties during contract negotiation (including without limitation requests for proposals ("RFPs") and responses to such RFPs, questionnaires and responses to same) do not constitute a part of this Agreement. Purchase orders, work orders or other documents submitted by Client will be for Client's internal administrative purposes only and the terms and conditions contained in any such purchase order, work order or other document will have no force or effect and will not amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a Services Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control: 1. Service Agreement, 2. GTCs and 3. Any other terms, agreements, exhibits or schedules included in, or referenced by the Agreement. Page 9of11 ___' tU3 Exhibit B Statement of Work [Statement of Work follows] Page 10of11 16 03 innovative Statement of Work This Statement of Work (the "SOW') dated I/24 23 is entered into pursuant to the Master Professional Services Agreement between Col ier County Board of County Commissioners for and on behalf of Collier County Public Library ("Client" or "County") and Innovative Interfaces Incorporated ("Innovative")effective as of I/24 /23 (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 professional services: Innovative will perform the installation and implementation of Innovative's Phone Alerts product(IPA)with "outbound" notification functionality for Client. All services detailed herein will be performed remotely by Innovative and will not require physical onsite access onto Client premises. Services to be performed include: o Project management for the installation and configuration of IPA, including project scheduling, project risk management and mitigation, liaison with Client, provisioning and coordination of Innovative resources, and ensuring tracking and timely completion of project tasks. o Product profiling and configuration, including consultation with Client on desired configuration points, and entry and verification of profile and configuration. o System engineering, including software installation, ensuring correct integration with the Sierra integrated library system software, upgrade and reconfiguration of any installed Sierra components upon which the IPA product depends, and technical liaison with the Client. o Testing of the IPA software, with the assistance of the Client, to ensure that it is functioning as designed C. Innovative Services Team The Services Team will have the following resources available for this project: 1. System Engineer: The System Engineer(s) shall work with the Client on software setup and configuration as well as installations, network connections, and infrastructure configuration. 2. Project Manager: The Project Manager is assigned to provide project management, resource management, risk mitigation and issue management. The Project Manager is the single point of contact throughout the implementation to coordinate work plans, schedules, and teams' work. The Project Manager will manage day-to-day operational aspects and ensure deliverables are met within a timely manner and according to the mutually agreed project plan. STATEMENT OF WORK—Innovative Interfaces Incorporated 16133 t innovative D. Client Implementation Team 1. Librarian Lead —Works closely with Consultant 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. E. Implementation Assumptions 1. During and after implementation of IPA, the Client may identify software defects, or additional desired functional requirements. Client shall be responsible for working within Innovative's normal established support and enhancement request processes to report issues or provide input on additional desired functional requirements. 2. If the Client is not an existing Innovative Teleforms user, Innovative must install the mySQL TNS database on the Client's Sierra server. 3. Client must provide the IPA configuration and profiling information. Client will use settings which are closest to what they currently have in place with their existing notification system. The Innovative IPA outbound configuration and profiling information can be summarized as: i. Which voice should be used for each IPA message: male or female voice? ii. What caller ID number should be used for phone calls? This must be an actual phone number that the Client has, but it does not need to be connected to a phone line. It is recommended that Client selects one of the available phone numbers that will be offered for their area code rather than porting over any existing notification process phone number because of the time it will take to port the number and the downtime this will cause for phone notices. The Client cannot use the phone number while porting is in progress. iii. What caller ID name should be used for phone calls?This name will display along with the phone number when calling the patron (e.g., Innovative PL- 555-555-5555). Note: there is a 15-character limit including spaces for the Caller ID name. iv. Complete text for each IPA message that will be used. Up to 100 individual branch Hold Pickup messages may be configured within the scope of this SOW. Any branches added after completion of Services will be subject to a new SOW. Changes to messages after configuration may incur additional charges. For example, "HPO: "This is your public library calling, our records indicate a borrower at this number has materials which are now past due, please return them so that others may use them. Thank you. Repeating. This is your public library calling, our records indicate a borrower at this number has materials which are now past due, please return them so that others may use them. Thank you. Goodbye." v. Client must allow Internet access inbound to the Sierra App Server on TCP port 1031 from the following source IP address ranges: 1. 199.192.248.0/22 (primary production - NJ) Page 2 of 8 STATEMENT OF WORK — Innovative Interfaces Incorporated Page 3 of 6 2. 108.61.27.145/28 (Lab - NJ) 3. 66.63.167.16/28 (secondary production fail over- Chicago). vi. Any additional information necessary to complete installation and implementation STATEMENT OF WORK—Innovative Interfaces Incorporated CA. 1693• , V Ij innovative 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-INC15360 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 Master Professional Services Agreement. Any additional Change Requests,as mutually accepted between the Parties through execution of a Change Order,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 with receipts and supporting documentation of such expenses provided by Innovative 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 Collier County Board of County Commissioners Innovative interfaces Incorporated for and on behalf of Collier County Publ ibrary aQfd By: • 1 By: Name: '_ J 1 Rick LoCastro, Chairman `�2 Q�Au,3%o.f> Title: Date Date: lZ , lip . )321. t' ! ATTEST , CRYSTAL"K.KIN ,CLERK BY: Attest as to Chairman's 071 as t and legality signature only Scot .Teach,Deputy County Aiorncy STATEMENT OF WORK-Innovative Interfaces tncorporatetl 1603 Exhibit C Pricing Exhibit Additional Terms: 1. Fees. . Payments to Innovative are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late fees shall be pursuant to Section 218.74, Fla. Stat. [Approved Quote follows] Page 11 of 11 w 1603 i ri n vI've Pricing Exhibit Part of iarivalte Date 8/26/2022 Quote# EST-INC15360 Innovative Interfaces Incorporated 3133 W. Frye Rd. Payment Terms Net 30 Suite 400 Sales Rep Wendell Butler Chandler AZ 85226 Technical Contact CU0256 Collier County Public Libra... United States Site Code ccpl Expires 1/31/2023 Bill To Ship To Collier County Public Library Collier County Public Library 2385 Orange Blossom Dr. 2385 Orange Blossom Dr. Naples FL 34109 Naples FL 34109 United States United States Currency US Dollar Innovative Phone Services 1 Cloud based outbound and inbound Phone 2,600.00000004 1,999.99999995 2,000.00 1 Alerts I, communication system that helps libraries Alert Implementation I I to efficiently communicate key notices Options s directly with their patrons (Services): Inbound 1 I Implement I i ation I Total Fees US$2,000.00 i.: a INNOVATIVE INTERFACES INCORPORATED 1 " v 3 SUBSCRIPTION LICENSE AGREEMENT This Subscription License Agreement ("License Agreement") is entered into by and between Innovative Interfaces Incorporated, a California corporation ("Innovative"), and the party identified as Client below ("Client" or "County"), a political subdivision of the State of Florida, (collectively, the "Parties", as of the "Effective Date" also set forth below. Innovative Innovative Interfaces Incorporated Address 3133 W. Frye Rd., Suite 400, Chandler AZ 85226 Innovative Point of Dennis Carter, Director& Sales Account Manager Contact Phone: 734-5727340 Email: dennis.carter@clarivate.com Client Collier County Board of County Commissioners, FL for and on behalf of Collier County Public Library Division Address 2385 Orange Blossom Dr. Naples FL 34109 Customer No. CU0256 Effective Date January 1, 2023 Initial Term 60 Months 1. Definitions. "Go-Live Date" means the Client's first use of the Software in a production environment. "GTCs" means the Innovative Interfaces Incorporated Subscription License Agreement General Terms and Conditions in Exhibit B. "Support Terms"means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions in Exhibit C. "Hosting Terms" means the Innovative Interfaces Incorporated Hosting Terms and Conditions in Exhibit D. 2. General. Innovative and Client agree that this License Agreement is a binding agreement between the parties and is governed by the GTCs, Support Terms and, if the attached Pricing Exhibit indicates that Client has purchased hosting services, then the Hosting Terms, all of which are made a part hereof. This License Agreement, the GTCs, Support Terms, Hosting Terms, if applicable, and all other exhibits, schedules and terms and conditions referenced by or in this License Agreement, the GTCs, Support Terms or Hosting Terms together constitute the "Agreement." Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation, the GTCs, Support Terms and Hosting Terms, prior to the execution of this License Agreement. Unless otherwise specified, capitalized terms in this License Agreement have the same meaning as those in the GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of the State of Florida, without regard to any other laws that would require the application of the laws of another jurisdiction. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. In consideration of Innovative's continued grant to Client of subscription licenses to the Software as described within Exhibit A, Client acknowledges, and the parties agree, that all other existing software subscription agreements and associated purchase orders between the parties for the software identified in Exhibit A ("Prior Subscription Agreement(s)"), will be deemed to be immediately terminated by the parties' mutual written agreement and all such software subscriptions under the Prior Subscription Agreement(s), and as identified in Exhibit A, will be deemed Software (as defined in the GTCs) licensed and supported under the terms of this License Agreement. To the extent Client remains in possession of any proprietary Innovative documentation or materials subject to the Prior Agreements Client agrees that it shall continue to keep such documentation and materials confidential pursuant to the terms of the Agreement. EXHIBITS TO LICENSE AGREEMENT Page 1 of 17 t603 A PRICING EXHIBIT B GENERAL TERMS AND CONDITIONS C MAINTENANCE AND SUPPORT TERMS AND CONDITIONS D HOSTING SERVICES TERMS AND CONDITIONS [SIGNATURE PAGE TO FOLLOW] Page 2 of 17 S _6_.0-- In witness whereof, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date. Client --�_- - Innovative_ Collier County Board of County Commissioners Innovative Interfaces Incorporated for an on behalf of Collier County Public Library By: C7 Name: Rick LoCastro, Chairman i Jt Q✓11Aie(54c/- Title: Date. Date: - �— - ATTEST: INNOVATIVE WITNESSES Crystal K. Kinzel,Clerk of the Circuit Court And Comptroller • First Witness Dated. '14; 2-9 Type/Print Witness name (SEAL) Attest as to chairman's SiQnatvrn nnt,. S4H'w1 Witness '^ S Type/Print Witness name Approved as to Form d Legality 1. 4{,1 County Attorney it-6 - P44./i Print Name Page 3 of 17 (191 • Exhibit A Pricing Exhibit 1. Fees. Payments to Innovative are due upon receipt of a proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late fees shall be pursuant to Section 218.74, Fla. Stat. 2. Term. Subject to the early termination provisions set forth in the GTCs, this Agreement will be effective for an initial term of five (5) years following the Effective Date (the "Initial Term"). This Agreement may be renewed for an additional one-year term (being a "Renewal Term" and, together with the Initial Term, the "Term"), upon the Client providing written notice to Innovative of not less than ninety (90) days' prior to the end of the Initial Term. Subscription fees through the Initial Term are those as set out hereunder, which for the avoidance of doubt include an annual increment of 2% over the previous year. If renewed and commencing year six (6) and thereafter Innovative will have the right to increase rates hereunder by a maximum percentage equivalent to 5% over the previous year. [APPROVED SOFTWARE LICENSE QUOTE FOLLOWS THIS PAGE] Page 4 of 17 CA0, trirlo c i e v Renewal Quote t vl 1 b Q3 Part of Clarivate Quote# SO-INC33061 Innovative Interfaces Incorporated 3133 W. Frye Rd. Terms Net 30 Suite 400 PO# Chandler AZ 85226 Renewal Start Date 1/1/2023 United States Renewal End Date 12/31/2023 Site Code ccpl Bill To Ship To Collier County Board of Collier County Public Library County Commissioners 2385 Orange Blossom Dr. Attn:Accounts Payable Naples FL 34109 3299 Tamiami Trl Ste.700 United States Naples FL 34112-5749 United States Currency US Dollar Unlimited License-Te... 1 Unlimited SIP2 Licenses 39,054.219... Yes 39,054.22 SIP2 Licenses Sierra Cloud License-Te... 1 Sierra Cloud Hosting 22,781.630... Yes 22,781.63 Hosting Includes Cloud Hosting with Standard Backup for Sierra production only Decision License-Te... 1 Decision Center is a cloud-based analytics 19,855.299... Yes 19,855.30 Center solution that powers data-driven decisions Subscription about collection management and library operations.Integrated with Sierra and Millennium.Enables staff to adjust spend and services to match patron activity and recent trends.Key capabilities include:automated reports that can be scheduled and emailed, system recommendations based on library-specific thresholds,automatic data updates every 24 hours. Year 1 of 5:1 January 2023-31 December i i 2023 d Year 2:$83,324.97 Year 3:$84,991.48 Year 4:$86,691.31 Year 5:$88,425.13 Total US$81,691.15 THIS INFORMATION IS CONFIDENTIAL BETWEEN THE PARTY IDENTIFIED AS'BILL TO'ABOVE AND INNOVATIVE INTERFACES Notes: 1 The prices quoted may be subject to change where new software has been purchased or changes have been made to existing software. 2.Taxes are not included in the quoted price but,if applicable,may be charged by Innovative at the point of invoicing. 1603 Exhibit B Innovative Interfaces Incorporated Subscription License Agreement General Terms and Conditions Unless otherwise specified, capitalized terms in these GTCs have the same meaning as those in the License Agreement. 1. Software License. a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of the Fees (defined below) due hereunder, Innovative hereby grants to Client a limited, nonexclusive, non-sub- licensable, nontransferable license to use the components of its software applications, modules, and other products that are listed in the Pricing Exhibit to the License Agreement (collectively, the "Software"). The license granted in the preceding sentence will be for the duration of the term of this Agreement and will automatically expire upon the termination or expiration of this Agreement or as otherwise specified in this Agreement. b. 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. Client will be responsible for its Authorized Users' compliance with the terms hereof. Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws regarding the transmission of data, including, without limitation, any applicable export control and data protection laws; and (ii) not use the Software for illegal purposes. c. Subject to Section 11 (Client Configurations), other than Innovative, no one is permitted to copy, modify, reverse engineer, decompile, or disassemble the Software, create derivative works thereof, or separate the Software into its component files. All rights to the Software that are granted to Client in this Agreement are limited to the object code versions of the Software and in no event will Client be deemed to have any right, title or interest in the source code of the Software. d. The Software may be used by the base number of Client's worldwide employees, third-party auditors, agents and contractors ("Authorized Users") set forth in the Pricing Exhibit to the License Agreement for such Software and such additional Authorized Users as may be hereafter identified to Innovative by Client for which Client pays the additional Fees referred to in Section 4(a) of this Agreement. Each Authorized User license is allocable to a single full-time user of the Software and may be transferred to another user only on a full-time basis. Authorized User license(s) may not be shared on a part time or concurrent user basis. For the avoidance of doubt, Client patrons do not fall within the restrictions of Authorized Users. e. The license granted to Client pursuant to this Agreement will include, at no additional cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the Software offered generally by Innovative to its clients during the term of this Agreement (collectively, "New Releases"). "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Innovative, each of which require a separate license and payment of additional license fees. The term "Software" will be deemed to include New Releases. Except to the extent that Client purchases Innovative's hosting service, additional fees at Innovative's then-prevailing professional service rates will apply for implementation of New Releases. f. Innovative offers support for the Software in accordance with the Support Terms, the terms of which are incorporated by reference herein. g. The license granted hereunder grants Client the right to use a single production instance (copy) of the Software and up to two (2) additional instances (copies) of the Software for non-production use at no additional charge. All copies of the Software are subject to the terms of this Agreement. 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. Except to the extent expressly set forth in a License Agreement, this license grant does not provide Client with any rights to hosting services. Page 5 of 17 1603 h. If, during the Term of this Agreement, Innovative discontinues any Software, then Innovative will deliver to Client notice to such effect no less than twelve(12) months prior to the discontinuation of such Software and Client's annual Fees will be decreased a pro-rated amount equal to the annual line item Fees for that Software starting in the next years' annual invoice. 2. Acceptance. Following the execution of the Agreement by the parties, Innovative will deliver the Software, in its preconfigured, out-of-the box format, to Client(i)via the Internet, if Client has purchased hosting services from Innovative pursuant to the Hosting Terms or(ii) by making it available to Client to download via an FTP site or other mutually agreed upon method, if Client has not purchased hosting services from Innovative pursuant to the Hosting Terms. Client will be deemed to have accepted that the out-of-the box Software has been delivered upon initial download or receipt. 3. Ownership. a. All Intellectual Property Rights (defined below) in the Software and also including, without limitation, all improvements, enhancements, modifications, Client-specific upgrades, or updates to the Software, developed by either party, solely or jointly (collectively, "Innovative Products"), will remain the exclusive, sole and absolute property of Innovative or the third parties from whom Innovative has obtained the right to use the Innovative Products. Intellectual property created by Innovative pursuant to this Agreement, or any other party at the request or direction of Innovative, will be owned by Innovative. "Intellectual Property Rights" means any and all intellectual property rights existing from time to time under any law or regulation, including without limitation, patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. Client hereby assigns to Innovative all right, title and interest in any feedback and suggestions it provides to Innovative regarding the Software or other products commercialized by Innovative now or in the future. This Agreement does not convey to the Client any interest in or to the Innovative Products or any associated Intellectual Property Rights, but only a limited right to use the Software to the extent set forth in this Agreement, which right is terminable in accordance with the terms of this Agreement and is otherwise subject to the limitations, restrictions, and requirements contained herein. If Client configures or otherwise modifies the Software using an API licensed hereunder, Client will also have a license to use such configurations or modifications as part of the Software on the terms set forth in Section 1. Rights not expressly granted to the Client are hereby expressly reserved by Innovative. b. For purpose of this Agreement, as between Innovative and Client, any Intellectual Property Rights in the Innovative Products to the extent owned by any third party will be and remain the exclusive property of such third party. The Software may include third-party software and products,which are described in the documentation and/or Specifications made available to Client by Innovative, and any third-party pass-through terms relating to such third- party software and products are identified therein (or by other mode of disclosure). c. Except as expressly stated herein, Client will exclusively have and retain all right, title and interest, including all associated Intellectual Property Rights, in and to data that Client enters into the Software or disclosed by Client to Innovative in its performance hereunder("Client Data"), and, as between Client and Innovative, such Client Data will remain the sole property of Client. Client hereby grants to Innovative a license to use Client Data (i) to process the Client Data pursuant to Client's business requirements, (ii) for maintenance and support of the Software, (iii) to collect and use aggregate, non-identifying and anonymized data, and (iv) for research and development purposes. Client acknowledges and agrees that it will have no rights in any products or services created or sold by Innovative or its affiliates that use any of the Client Data in the manner set forth in (iii) or(iv) of the preceding sentence. To the extent that applicable law requires any permissions or authorizations to have been obtained prior to submission of Client Data to Innovative (including without limitation from individuals to whom the data pertains), Client warrants and covenants that it (and its Authorized Users, as applicable) will have first obtained the same permissions or authorizations prior to transmitting such data to Innovative. As limited by Client's sovereign immunity set forth in Florida Statutes, Section 768.28, Client will defend, indemnify and hold harmless Innovative in the event of any third-party claim arising from a breach of the aforesaid warranty and covenant. 4. Fees; Expenses; Payment Terms. a. In consideration of receiving a limited license to use the Software, Client will pay the fees set forth in the Pricing Exhibit to the License Agreement(the"Fees")on the terms set forth therein and in compliance with Chapter Page 6 of 17 4 ` 1603 218, Fla. Stat., otherwise known as the "Local Government Prompt Payment Act.". Initial invoicing under this Agreement will occur when the Software is initially delivered to Client per Section 2; subsequent renewal invoices will be sent to Client prior to the date such payment is due. Invoices for any Renewal Terms may be provided to Client up to 90 days prior to the effective date of such Renewal Term. Client will notify Innovative in writing if Client hereafter requires additional Authorized Users or additional Software modules, and will pay the fees for such additional Authorized Users or additional Software modules in accordance with the terms set forth on the invoice for such fees. The Software may, from time to time, electronically transmit to Innovative reports verifying the type and number of Authorized Users, and Innovative may utilize license keys or other reasonable controls to enforce Authorized User license limitations. Client will cooperate with Innovative in all such efforts. b. Fees for additional Third-Party Software, hardware and services are subject to change and will be quoted at the then current rate. c. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes based on Innovative's net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no withholdings or deductions been made. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Flroida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531 C-1 d. Where this Agreement establishes a due date for a payment and/or a recurring method for payment, payment will be due and payable on such due date and upon receipt of a proper invoice and in compliance with the Local Government Prompt Payment Act. All amounts stated herein and all Fees determined hereunder are in U.S. Dollars, unless otherwise required by applicable law. e. Any invoices not paid when due will accrue interest at the rate set forth in Florida Statutes, Section 218.74. 5. Limited Warranty. a. Innovative warrants, solely for the benefit of Client, that: i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to the Software hereunder; and ii. The Software will conform in all material respects to the applicable technical documentation for the Software provided to Client by Innovative and expressly identified by Innovative as the specifications for the Software (collectively, the "Specifications"). b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT- Page 7 of 17 r(' � 6 3 FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 5(a), THE SOFTWARE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY, INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY FOR SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE THEREOF, INCLUDING ALL CONTENT GENERATED THROUGH USE THEREOF. c. As the exclusive remedy of Client for a breach of the limited warranties set forth in Section 5, for any error or other defect for which Innovative is solely responsible, Innovative will, at its option, either(i) correct or repair the Software, or (ii) accept termination of this Agreement and refund the unused balance of any prepaid Fees for the Software, prorated for the period commencing on the date the error or defect was reported by Client to Innovative and continuing throughout the balance of the period to which such Fees apply. None of the above warranties or remedies in this Section 5 will apply with respect to any Software that has been damaged or modified by any party other than Innovative, or used in a manner for which the Software is not designed or intended. 6. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF INNOVATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE OTHERWISE FORESEEABLE. INNOVATIVE'S TOTAL LIABILITY FOR TORT, CONTRACT AND OTHER DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO INNOVATIVE BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE. INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 7. THESE LIMITATIONS OF LIABILITY WILL APPLY TO ALL CLAIMS AGAINST INNOVATIVE IN THE AGGREGATE (NOT PER INCIDENT) AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES ABOVE WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. 7. Indemnification. a. If a third party files a legal action in a court of competent jurisdiction against Client claiming the Software, as delivered to Client by Innovative, directly infringes such third party's U.S. copyright or U.S. patent, Innovative will defend Client against such legal action, provided that Client promptly notifies Innovative in writing of the legal action and fully cooperates with Innovative in the defense of such legal action. Innovative will also indemnify Client from all damages and out-of-pocket costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction in connection with any such legal action, or agreed to by Innovative in a settlement. Innovative will control all aspects of the defense and conduct the defense and any settlement negotiations in any such third-party legal action. This indemnification is limited to the Software in the form delivered to Client and does not cover claims arising from (x) modifications thereto not made by Innovative, or, even if by Innovative, at the request of Client; (y) use of the Software in combination with other software or items not provided by Innovative, or (z) third party modifications (including addition of source code) to the Software. b. As the exclusive remedy of Client under the limited indemnity set forth in Section 7.a, if the use of the Software by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the Software, (ii) modify the Software to remove the cause of the legal action, (iii) replace the Software at no additional charge to Client with a substantially similar, non-infringing product, which will then be subject to the provisions of this Agreement, or (iv) terminate this Agreement and refund to Client that portion of the Fees allocable to the infringing component of the Software, prorated for the period Client's use of the Software is enjoined. None of the above warranties or remedies will apply with respect to any element of the Software that has been modified by any party other than Innovative, or used in a manner for which the Software is not designed or intended. This Section states Innovative's entire liability and Client's exclusive remedies for infringement of intellectual property rights of any kind. 8. Confidentiality. a. Client acknowledges that all documentation, audit reports, technical information, software, Specifications and other information pertaining to the Software, and/or Innovative's business interests or activities, financial Page 8 of 17 +J\ 1603 information, methods of operation or customers that are marked and disclosed by any party to Client in the course of performing this Agreement or any ensuing business arrangement shall be treated as the confidential and proprietary information of Innovative and, pursuant to Florida Statute§ 815.045,will be regarded as a Trade Secret. Innovative acknowledges that Client Data and other proprietary Client materials marked as confidential shall be the Confidential Information of Client. The information and materials described in the preceding sentences is referred to herein as"Confidential Information." Notwithstanding the foregoing, the term"Confidential Information" does not include information pertaining to a party if: (i)such information is generally known to the public through no improper action or inaction by the other party, (ii) was, through no improper action or inaction by the other party, in the possession of the other party prior to the Effective Date, (iii) rightly disclosed to the other party by a third party if such disclosure does not violate the terms of any confidentiality agreement or other restriction by which such third party may be bound, or (iv) although falling under the definition of Confidential Information provided herein, the material is judicially determined not to be exempt under the Florida Public Records Act, Chapter 119, Fla. Stat. b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than as set forth in this Agreement. Each party must take all reasonable efforts to protect the confidentiality of and prevent the unauthorized use of any such Confidential Information by any third party within such party's control. Each party may disclose Confidential Information(i)to the receiving party's employees and contractors required to have access to such Confidential Information for the purposes of performing this Agreement or using the Software, provided each party hereto notifies its employees and contractors accessing such Confidential Information of the confidentiality obligations in this Section 8; or (ii) if such disclosure is in response to a valid order of any court, statute, or other governmental body ("Order"), in which event, the disclosing party must use reasonable efforts to provide the other party with prior notice of such Order, to the extent legally permitted to do so and in accordance with the Order. Except as provided herein, In the event Innovative marks or designates any records as comprising Confidential Information, which the Client does not believe meets the definition, prior to providing such information under a public record request it shall first notify Innovative that it has received a request for the record(s) and that it will release the record(s) as not confidential but will first allow Innovative an opportunity to seek a protective order as to those records. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., the Florida Sunshine Law, Chapter 286, Fla. Stat and Florida Statute § 815.045 in the protection of Trade Secrets. c. Recognizing any improper use or disclosure of any Confidential Information by either party may cause the party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any unauthorized use or disclosure of such Confidential Information. d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information exchanged pursuant to such NDA will remain confidential, and will as of the date of the execution of this Agreement be deemed Confidential Information within the meaning of this Agreement and also be governed by the terms hereof. 9. Term; Termination. a. The term of the Agreement is set forth in the Pricing Exhibit to the License Agreement. b. If either party hereto fails to perform or comply with any material term or condition of this Agreement, specifically including Client's failure to pay any Fees (such party being the "Breaching Party"), and such failure continues unremedied for 30 (thirty) days after receipt of written notice, the other party may terminate this Agreement. Notwithstanding the foregoing, if the Breaching Party has in good faith commenced to remedy such failure and such remedy cannot reasonably be completed within such 30-day period, then the Breaching Party will have an additional 30 (thirty) days to complete such remedy, after which period the other party may terminate this Agreement if such failure continues unremedied. c. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the Effective Date if Client's budget (funding) is eliminated and Client provides written evidence to Innovative of the elimination of Client's budget (funding. Page 9 of 17 1603 d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be responsible for all Fees and expenses for the Software provided prior to and as of the date of termination. Any termination of this Agreement will not waive or otherwise adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement. Upon termination of this Agreement, the rights and duties of the parties will terminate, other than the obligation of the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c. (Software License), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 (Client Configurations) and Section 13 (General). Within 30(thirty)days of receipt of a written request following a termination of this Agreement, each party must return or destroy all Confidential Information of the other party, as requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data containing Confidential Information of the other party when it would be commercially impracticable for the receiving party to do so (for example, when Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 (Confidentiality) hereof will continue to restrict the receiving party's use or disclosure of such Confidential Information. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms. e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts of its programming, data model, or any other information regarding which Innovative claims a proprietary or Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a written statement of work under a separate professional services agreement and paid for by Client, applying Innovative's then-current rates for daily/hourly work, as the case may be. 10. Third Party Software. The Software may contain third-party and/or "open source" code provided under third-party license agreements. The terms and conditions of such third-party license agreements will apply to such source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A listing of certain third-party and/or open source code contained in the Software, the respective license terms applicable to such code, and certain related notices are included in the documentation and/or Specifications made available to Client by Innovative. Except as required for the authorized use of the Software as contemplated herein, Client may not use any name or trademark of any supplier of third party or open source code without such party's prior written authorization. 11. Client Configurations. Client will be permitted to use one or more application programming interfaces (APIs) made available by Innovative to configure the Software hereunder in accordance with the Specifications (such configurations or other modifications, "Client Configurations"). Client will not use any other API to modify or configure the Software. No API may be used to create any Client Configuration that, in whole or in part, mimics any material functionality of any software or service developed or marketed by Innovative or that would reasonably be deemed competitive to any software or service developed or marketed by Innovative if the Client Configuration were to be released to the public market. Innovative disclaims all representations and warranties, express or implied, regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations. As limited by Client's sovereign immunity set forth in Florida Statutes, Section 768.28, Client agrees to indemnify and hold harmless Innovative from all damages and out-of-pocket costs for any third-party action based on a claim that any Client Configuration infringes a copyright or a patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets. 12. Back-Up Activities. Except to the extent that Client purchases Innovative's hosting service or back-up services, Client has the sole responsibility for the maintenance and protection of all data input into the Software, including, without limitation, the making, storing and security of back-up and archive copies of such data and the Software (collectively "Back-Up Activities"), and Client acknowledges Innovative will not perform any Back-Up Activities for or on behalf of Client. 13. Data Privacy. Innovative follows industry standard privacy practices, available at httbs://www.iii.com/services-privacy-policy/. Page 10 of 17 CAt 1603 14. Security. Innovative holds the internationally-recognized ISO 27001:2013 standard for its information security management system. Security and compliance is a shared responsibility between Innovative and the Client. Innovative operates, manages and controls the components from the host operating system layer to the networking layer, if Hosting is identified in the Pricing Exhibit. All physical security is managed by Innovative's hosting partner. The Client assumes shared responsibility and management of the Software. Client should take into consideration the Client Configurations and any third-party application they choose and their responsibility depending on any applicable laws and regulations. Innovative takes reasonable and appropriate administrative, technical and physical measures to protect the confidentiality, integrity and availability of Client's sensitive information. 15. General. a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and that Client's relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative personnel will be entitled to participate in any compensation or benefits plan of Client. c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo, government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions of carriers, third-party local exchange and long distance carriers, utilities, Internet service providers, transmitters, vandals, or hackers, or any other similar causes that may be beyond its control (a "Force Majeure Event"). d. Notice. Any notice or communication required to be given by either party must be in writing and made by hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set forth on the first page of the License Agreement. All communications pursuant to this Section will be deemed delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service; or(b) when electronically confirmed, if delivered by facsimile. e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf(or similar format for scanned copies of documents) or facsimile signature, each of which when so executed and delivered will be deemed an original, but all such counterparts will together constitute but one and the same instrument. g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a party may assign this Agreement without the other party's consent (i) as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party provided that any such assignment will not release the assigning party from its obligations under this Agreement. Insurance. Innovative is to provide Client proof of insurance as follows: 1. Technology Errors & Omission: $1,000,000 single limit; 2. Cyber Liability -$1,000,000 single limit. Page 11 of 17 j.. �� 14 93 Collier County Board of County Commissioners shall be listed as the Certificate Holder. j. Governing Law and Venue. This Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. Any suit or action by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. k. Public Entity Crime. By execution of this Agreement, Innovative acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. I. Public Records Compliance. By executing and entering into this Agreement, Innovative is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense and in so far as they are relevant to Innovative's performance of its obligations under this Agreement, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statutes, §448.095; taxation, workers' compensation, equal employment and safety (including but not limited to, the Florida Public Records Law 119), including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government& Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, Florida 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(c�colliercountvfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request form the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract and upon request, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately m. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make good faith effort to resolve such disputes by negotiation. The negotiation shall be attended by representatives of Innovative with full decision-making Page 12 of 17 i:.. 1603 authority and by Client's staff person who make the presentation of any settlement reached during negotiations to Client for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who would make the presentation of any settlement reached at mediation to the Client's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. n. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in the English language; any translation of this Agreement into another language will be for convenience only but will not modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement. o. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have included in this Agreement all terms material to the parties' rights and obligations with respect to the subject matter hereof and intend this document to be the final expression of their contractual intent. The parties further represent and acknowledge that communications exchanged between the parties during contract negotiation (including, without limitation, requests for proposal ("RFPs") and Innovative's responses to such RFPs; questionnaires and responses to same, quotes) do not constitute a part of this Agreement. Purchase orders, work orders or other such documents submitted by Client will be for Client's internal administrative purposes only and the terms and conditions contained in any such purchase order, work order or other such document will have no force or effect and will not amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a License Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control: 1. License Agreement, 2. GTCs and 3. any other terms, agreements, exhibits or schedules included in, or referenced by the Agreement. Page 13 of 17 —' 1683 Exhibit C Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions These Maintenance and Support Terms and Conditions("Support Terms")apply to the License Agreement. Unless otherwise specified, capitalized terms in these Support Terms have the same meaning as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Maintenance and Support. Innovative will offer maintenance and support on the terms set forth herein ("Maintenance and Support")for the latest generally available version of the Software and for certain earlier versions in accordance with Innovative's support policy. Standard Maintenance and Support is included with the price for the annual license set forth in the License Agreement. 2. Error Response. Error descriptions (each an "Error"), the Error severity levels and corresponding targeted response time per level are each described in the table below. The Targeted Response Times in the table below identify the response times that Innovative will target for the corresponding Error, however, such Targeted Response Times are not guaranteed. Severity Description Target Response Time One - Site Down A major component of the software is in a non-responsive state 1 hour and severely affects library productivity or operations. A high impact problem that affects the entire library system. Widespread system availability, production system is down Two—Critical Any component failure or loss of functionality not covered in 2 hours 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 Three - High Lesser issues, questions, or items that minimally impact the work 2 business days; flow or require a work around excludes holidays and weekends Four— Routine Issues, questions, or items that don't impact the work flow. Issues 4 business days; that can easily be scheduled such as an upgrade or patch excludes holidays and weekends 3. Error Reporting and Diagnosis. a. Client must designate a representative as the contact that will report Errors to Innovative and be Innovative's primary contact for the provision of Maintenance and Support pursuant to the terms of this Agreement (such representative is referred to herein as the"Client Contact").When a Client Contact reports an Error, Innovative will use commercially reasonable efforts to diagnose the root cause of the Error("Diagnosis"). Upon completing the Diagnosis, each Error will be classified as either a "Warranty Error" or a "Non-Warranty Error" pursuant to Section 3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both Warranty and Non- Warranty Errors as described below. b. "Warranty Errors" are all Errors that do not qualify as Non-Warranty Errors. "Non-Warranty Errors" are Errors resulting from any of the following causes: (i) misuse, improper use, alteration or damage of the Software; (ii) operator error; (iii) incorrect data entry by Client; (iv) third-party software not part of the Software; (v) errors and/or limitations attributable to Client environment; (vi) Client's failure to incorporate any New Release previously provided to it by Innovative which corrects such Error; (vii) modification of the Software performed by Client; and (viii) technical consulting services provided by Innovative at Client's request (e.g., change orders, integration Page 14of17 t 16D3 development, or configuration design and implementation), unless Client notifies Innovative of such technical consulting services problem within the applicable warranty period set forth in the governing statement of work, change order or agreement. Client acknowledges that the Software is intended for use only with the software and hardware described in the Specifications provided by Innovative from time to time, and Client will be solely responsible for its adherence thereto. c. If the Client is hosting their Software, the Client must provide direct network internet access to the Software, including any firewalls. Innovative requires such access to correct Software bugs and carry out modifications of the Software for the purpose of maintaining the Software. 4. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to Section 2 above and will use commercially reasonable efforts to resolve Warranty Errors at no additional charge if Client has purchased and is current on its payment for Maintenance and Support; however, Innovative may charge Client for such effort with respect to Non-Warranty Errors according to the following process: (i) When the Client Contact reports any Error, prior to commencing the Diagnosis for the Error, Innovative will notify the Client Contact that the Diagnosis and repair effort will be at no charge to Client unless the reported Error is determined to be a Non-Warranty Error, in which case only the first two hours of Diagnosis will be at no charge; and (ii) Innovative will then commence the Diagnosis unless instructed otherwise by the Client Contact. If more than two hours are required for the Diagnosis of Non-Warranty Errors, then such additional Diagnosis hours will be charged to Client at Innovative's then-current rate for technical services. Once the Diagnosis is complete, the Client Contact will be given the option of having Innovative proceed with repairing the Non-Warranty Error, and, if so requested, Innovative will provide an estimate of the total cost for such effort. If agreed to by the Client Contact, Innovative will undertake to repair the Non-Warranty Error and charge Client for the associated technical services performed. 5. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management system, and provides an Internet portal for Clients to report issues. Clients may review the status of issues reported online. When an Error is either unresolved or not resolved in a timely fashion, the Client should contact Innovative representatives pursuant to Innovative's escalation policy made available on Innovative's Internet portal. Page 15 of 17 1603 Exhibit D Innovative Interfaces Incorporated Hosting Services Terms and Conditions These Hosting Services Terms and Conditions ("Hosting Terms") apply to the License Agreement if, and only to the extent that, Hosting Services are identified on the Pricing Exhibit to the License Agreement as a purchased service. Unless otherwise specified, capitalized terms in these Hosting Terms have the same meaning as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Hosting Services. The following terms apply for all purposes to Client's license to and use of the Software under the Agreement. 2. Hosting Solution. Innovative offers clients a standard cloud-based hosting option (the"Standard Plan"). The table below sets forth the features of the Standard Plan. This option provides industry-leading security and monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top-tier cloud hosting provider(the "Hosting Provider"), with the flexibility to meet clients' data storage, data recovery, and information security policy requirements. To meet clients' global hosting needs, Innovative offers hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Innovative reserves the right to increase, decrease and/or relocate its datacenters at anytime. Feature Standard 24x7 infrastructure monitoring ✓ Dedicated production environment ✓ 99.9% guaranteed infrastructure uptime** ✓ Dedicated public IP address and custom URL ✓ Operating system installation and management ✓ Library software installation and upgrades ✓ Data backups Daily Archive data backup retention 30 days 3. Hosting Solution System Configuration. The hosting systems are configured to meet the solution requirements as per the Hosting Terms set forth on the Pricing Exhibit to the License Agreement. 4. Security Controls. a. Generally. Subject to the terms of the Agreement, Innovative implements industry-recognized best practices to prevent the unintended or malicious loss, destruction or alteration of Client's data resident in the Software. b. Network Systems Audit Logging. All firewall logon activity and password changes are logged, monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services provided by Innovative and those pertinent log files and configuration files are retained for ninety (90) days and can be made available upon request for audit and problem resolution, as may be required. c. Network Monitoring. All network systems and servers are monitored 24/7/365. Innovative will monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized changes to its system or network, system or network misuse or program information theft or mishandling). Innovative will notify Client as soon as reasonably possible of any known security breaches or suspicious activities involving Client's production data or environment, including, without limitation, unauthorized access and service attacks, e.g., denial of service attacks. Page 16 of 17 1603 d. Audit and Security Testing. Hosting Providers perform regular security audits and testing. Client's may not perform own audits of hosting providers. e. Information Security Auditing/Compliance. Innovative's hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. f. **The 99.9% guaranteed infrastructure uptime is subject to the following Service Level Agreement (SLA): i. Hours of operation/exclusive remedy for service unavailability. Innovative offers a monthly infrastructure uptime target of 99.9% of Scheduled Up-Time to Client. Scheduled Up-Time means all of the time in a month that is not Scheduled Downtime or Third Party Unavailability. In the event that Innovative fails to provide Client with 99.9% infrastructure uptime for three consecutive months, Client will be entitled to receive a credit equal to the prorated amount of the Fees for the period in which Innovative failed to provide such infrastructure uptime during such months upon receipt of written notice from Client. The remedies set forth in this Paragraph (i) are the exclusive remedies of the Client for Innovative's failure to provide Client with 99.9% infrastructure uptime. ii. Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or the Hosting Provider, conduct periodic scheduled system maintenance and release updates for which Innovative will provide the Client with advance notice. Innovative will make commercially reasonable efforts to provide Client notice of scheduled system maintenance 48 hours in advance and notice of release updates three weeks in advance. Page 17 of 17 16 A3 INNOVATIVE INTERFACES INCORPORATED PERPETUAL LICENSE AGREEMENT This Perpetual License Agreement is entered into by and between Innovative Interfaces Incorporated, a California corporation ("Innovative"), and the party identified as Client below ("Client" or "County"), a political subdivision of the State of Florida, (collectively the "Parties"), as of the "Effective Date" also set forth below. Innovative Innovative Interfaces Incorporated Address 1900 Powell ST, Suite 400, Emeryville, CA 94608 Innovative Point of Dennis Carter, Director& Sales Account Manager Contact Phone: 734-5727340 Email: dennis.carter@clarivate.com Client Collier County Board of County Commissioners, FL for and on behalf of Collier County Public Library Division Address 2385 Orange Blossom Dr. Naples FL 34109 Client Technical Name: Jared DeIRe, Applications Analyst Contact: Phone: 239-252-7333/ Email: Jared.DelreCa)colliercountyfl.gov Effective Date January 1, 2023 Customer No. CU0256 1. Definitions. "GTCs" means the Innovative Interfaces Incorporated Perpetual License Agreement General Terms and Conditions in effect as of the time of execution of this License Agreement, a copy of which can be found in Exhibit B. "Support Terms" means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions, as may be amended from time to time by Innovative, a copy of which can be found in Exhibit C. "Hosting Terms" means the Innovative Interfaces Incorporated Hosting Terms and Conditions, as may be amended from time to time by Innovative, a copy of which can be found in Exhibit D. 2. General. Innovative and Client agree that this Perpetual License Agreement ("License Agreement") is a binding agreement between the parties and is governed by (i) the GTCs, (ii) to the extent that the attached Pricing Exhibit indicates that Client has purchased maintenance and support, then the Support Terms and (iii) to the extent that the attached Pricing Exhibit indicates that Client has purchased hosting services, then the Hosting Terms, all of which are made a part hereof. This License Agreement, the GTCs, the Support Terms and Hosting Terms, to the extent specified in the Pricing Exhibit, and all other exhibits, schedules and terms and conditions referenced by or in this License Agreement,the GTCs, Support Terms or Hosting Terms together constitute the "Agreement." Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation, the GTCs, Support Terms and Hosting Terms, prior to the execution of this License Agreement. Innovative recommends that Client print a copy of each component of this Agreement for Client's records. Unless otherwise specified, capitalized terms in this License Agreement have the same meaning as those in the GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of Florida, without regard to any other laws that would require the application of the laws of another jurisdiction. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. In consideration of Innovative's continued grant to Client of licenses to the Software as described within Exhibit A, Client acknowledges, and the parties agree, that all other existing software agreements and associated purchase orders between the parties for the software identified in Exhibit A, including but not exclusive of the 2005 Millennium contract and any subsequent agreement with respect to the license and maintenance of Innovative's Sierra software ("Prior Agreement(s)"),will be deemed to be immediately terminated by the parties' mutual written agreement and all such software under the Prior Agreement(s), and as identified in Exhibit A, will be deemed Software (as defined in the GTCs) licensed and supported under the terms of this License Agreement.To the extent Client remains in possession of any proprietary Innovative documentation or materials Page 1 of 17 1603 subject to the Prior Agreements Client agrees that it shall continue to keep such documentation and materials confidential pursuant to the terms of the Agreement. EXHIBITS TO LICENSE AGREEMENT A PRICING EXHIBIT B GENERAL TERMS AND CONDITIONS C MAINTENANCE AND SUPPORT TERMS AND CONDITIONS D HOSTING TERMS AND CONDITIONS [Signature page to follow] Page 2 of 17 CA•::j 03 l In witness whereof,the parties have executed this Agreement by their duly authorized representatives as of the Effective Date. Client Innovative Collier County Board of County Commissioners I Innovative Interfaces Incorporated for an on behalf of Collier County Public Library J By. / — - a..., By: Name: J - Rick LoCastro, Chairman JeC ' Tine: { f p Date: ! Date: ATTEST: INNOVATIVE WITNESSES: Crystal K. Kinzel, Clerk of the Circuit Court And Comptroller • First Witness t_-F N W-i Dated:----. '. b` �' --___--- Type/Print Witness name (SEAL) Attest as to Chainnan s signature only.: d ess ved to and Legality: Type/Print Wine, S name 1:pn, County Attorney Print Name Page 3 of 17 .hr ; 16 3 Exhibit A Pricing Exhibit 1. Fees. Payments to Innovative are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late fees shall be pursuant to Section 218.74, Fla. Stat 2. Term. This Agreement will continue in effect until amended or terminated in accordance with the GTCs. Subject to the early termination provisions set forth therein, the Support Terms and the Hosting Terms will continue in effect for an initial term of five (5)years(the"Initial Term")and may be renewed for an additional one-year term (being a "Renewal Term" and, together with the Initial Term, the "Term"), upon the Client providing written notice to Innovative of not less than ninety (90) days' prior to the end of the Initial Term of its intent to terminate the Support Terms and/or the Hosting Terms effective as of the end of the then- current Term therefor. Maintenance fees through the Initial Term are those as set out hereunder, which for the avoidance of doubt include an annual increment of 2% over the previous year. If renewed and commencing upon year six (6) and thereafter, Innovative will have the right to increase rates for services being renewed by a maximum percentage equivalent to 5% over the previous year. [APPROVED SOFTWARE LICENSE QUOTE FOLLOWS THIS PAGE] Page 4 of 17 ... 1603 III innovative Renewal Quote Part of Clarivate Page 1 of 2 Quote# SO-INC33054 Innovative Interfaces Incorporated Terms Net 30 3133 W.Frye Rd. To# Suite 400 St 85226 Renewal Start Date 1/1/2023 ChandlerRenewal End Date 12/31/2023 United States Site Code ccpl Bill To Ship To Collier County Board of Collier County Public Library County Commissioners 2385 Orange Blossom Dr. Attn:Accounts Payable Naples FL 34109 3299 Tamiami Trl Ste.700 United States Naples FL 34112-5749 United States Currency US Dollar 4. "' ,"' ;. '. ''.., ..,,.. ,, ,i..:" c ,,1: „ 4i , Sierra Core Maintenance 1 Sierra Core Bundle Maintenance l 68,493,294.. Yes 68 493.29 I Bundle I. Maintenance I I Staff User Maintenance 125 Staff User Licenses 0.00 Yes 0.00 t Licenses Maintenance Resequence Maintenance 1 Resequence attached records by location 0.00 Yes 0.00 attached records by location Synchronize Maintenance 1 Synchronize bibliographic locations 0.00 Yes 0.00 bibliographic locations Web OPAC Maintenance 1 Web OPAC Menus(Languages) Languages: 0.00 Yes 0.00 Menus Spanish (Languages) OCLC Maintenance 1 OCLC Interactive Via the Network 0.00 Yes 0.00 Interactive Via the Network WebBridge Maintenance 1 WebBridge 0.00 Yes 0.00 OPAC Export Maintenance 1 OPAC Export 0.00 Yes 0.00 Sierra Maintenance 1 Sierra Homebound Patron/Remote Patron 0.00 Yes 0.00 Homebound Patron/ Remote Patron Maint. Electronic Maintenance 1 Electronic Serials Invoicing 0.00 Yes 0.00 Serials Invoicing SISAC Maintenance 1 SISAC Checkin 0.00 Yes 0.00 Checkin AirPAC Maintenance 1 AirPAC 0.00 Yes 0.00 Web Access Maintenance " 1 Web Access Management 539.049999... Yes 539.05 Management Year 1 of 5:1 January 2023-31 December 2023 Year 2:$70,412.99 Year 3:$71,821.25 Year 4:$73,257.68 Year 5:$74,722.83 , C-) 1603 Innovative Renewal Quote Part of Clarivate Page 2 of 2 Quote# SO-INC33054 Innovative Interfaces Incorporated 3133 W.Frye Rd. Suite 400 Chandler AZ 85226 United States 3 3I Total US$69,032.34 THIS INFORMATION IS CONFIDENTIAL BETWEEN THE PARTY IDENTIFIED AS'BILL TO'ABOVE AND INNOVATIVE INTERFACES Notes: 1.The prices quoted may be subject to change where new software has been purchased or changes have been made to existing software. 2.Taxes are not included in the quoted price but,if applicable,may be charged by Innovative at the point of invoicing. 1603 Exhibit B Innovative Interfaces Incorporated Perpetual License Agreement General Terms and Conditions The parties agree that their contractual relationship with respect to the Software will be governed by the terms and conditions of (1) this Perpetual License Agreement General Terms and Conditions ("GTCs"), (2) the applicable Innovative Interfaces Incorporated Perpetual License Agreement(s) (each, a "License Agreement"), (3) the Innovative Interfaces Incorporated Maintenance and Support Terms ("Support Terms"), if applicable, (4) the Innovative Interfaces Incorporated Hosting Terms ("Hosting Terms"), if applicable, and (5) all other applicable exhibits, schedules and terms and conditions referenced by or in the GTCs, License Agreement(s), Support Terms and Hosting Terms. Each License Agreement, together with the terms and conditions of this GTC, Support Terms and Hosting Terms and all applicable exhibits or schedules incorporated by reference or referenced therein will constitute and be construed as a separate agreement. Unless otherwise specified, capitalized terms in these GTCs have the same meaning as those in the License Agreement. 1. Software License. a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of the Fees (defined below) due hereunder, Innovative hereby grants to Client a limited, nonexclusive, non-sub- licensable, nontransferable license to use the components of its software applications, modules, and other products that are listed in the Pricing Exhibit to the License Agreement(collectively, the"Software"). The license granted in the preceding sentence will be perpetual, subject to termination only as expressly specified hereunder. b. 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. Client will be responsible for its Authorized Users' compliance with the terms hereof. Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws regarding the transmission of data, including, without limitation, any applicable export control and data protection laws; and (ii) not use the Software for illegal purposes. c. Subject to Section 11 (Client Configurations), other than Innovative, no one is permitted to copy, modify, reverse engineer, decompile, or disassemble the Software, create derivative works thereof, or separate the Software into its component files. All rights to the Software that are granted to Client in this Agreement are limited to the object code versions of the Software and in no event will Client be deemed to have any right, title or interest in the source code of the Software. Despite the perpetual nature of the limited license to the Software granted hereunder, Client acknowledges that all copies of the Software and associated Innovative documentation and materials shall be returned to Innovative upon termination of the Agreement for any reason. d. The Software may be used by the base number of Client's worldwide employees, thtrd-party auditors, agents and contractors ("Authorized Users") set forth in the Pricing Exhibit to the License Agreement for such Software and such additional Authorized Users as may be hereafter identified to Innovative by Client for which Client pays the additional Fees referred to in Section 4(a) of this Agreement. Each Authorized User license is allocable to a single full-time user of the Software and may be transferred to another user only on a full-time basis. Authorized User license(s) may not be shared on a part time or concurrent user basis. e. Except to the extent set forth in the Support Terms, the license granted to Client pursuant to this Agreement does not include license to use all new scheduled major releases, service pack releases, and hot fixes of the Software offered generally by Innovative to its clients during the term of this Agreement (collectively, "New Releases"). Even if New Releases are provided to Client pursuant to active Support Terms, "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Innovative, each of which require a separate license and payment of additional license fees. The term"Software"will be deemed to include New Releases that have been provided to Client pursuant to active Support Terms. Additional fees at Innovative's then-prevailing professional service rates will apply for implementation of New Releases. Page 5 of 17 16Q3 f. Innovative offers maintenance and support for the Software for an additional fee pursuant to the Support Terms. g. The license granted hereunder grants Client the right to use a single production instance (copy) of the licensed Software and up to two (2) additional instances (copies) of the Software for non-production use at no additional charge. All copies of the Software are subject to the terms of this Agreement. 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. Except to the extent expressly set forth in a License Agreement, this license grant does not provide Client with any rights to hosting services. 2. Acceptance. Following the execution of the Agreement by the parties, Innovative will deliver the Software, in its preconfigured, out-of-the box format, to Client(i)via the Internet, if Client has purchased hosting services from Innovative pursuant to the Hosting Terms or(ii) by making it available to Client to download via an FTP site, if Client has not purchased hosting services from Innovative pursuant to the Hosting Terms. Client will be deemed to have accepted the Software upon initial delivery. 3. Ownership. a. All Intellectual Property Rights (defined below) in the Software and also including, without limitation, all improvements, enhancements, modifications, Client-specific upgrades, or updates to the Software, developed by either party, solely or jointly (collectively, "Innovative Products"), will remain the exclusive, sole and absolute property of Innovative or the third parties from whom Innovative has obtained the right to use the Innovative Products. Intellectual property created by Innovative pursuant to this Agreement, or any other party at the request or direction of Innovative, will be owned by Innovative. "Intellectual Property Rights" means any and all intellectual property rights existing from time to time under any law or regulation, including without limitation, patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. Client hereby assigns to Innovative all right, title and interest in any feedback and suggestions it provides to Innovative regarding the Software or other products commercialized by Innovative now or in the future. This Agreement does not convey to the Client any interest in or to the Innovative Products or any associated Intellectual Property Rights, but only a limited right to use the Software to the extent set forth in this Agreement, which right is subject to the limitations, restrictions, and requirements contained herein. If Client configures or otherwise modifies the Software using an API licensed hereunder, Client will also have a license to use such configurations or modifications as part of the Software on the terms set forth in Section 1. Rights not expressly granted to the Client are hereby expressly reserved by Innovative. b. For purpose of this Agreement, as between Innovative and Client, any Intellectual Property Rights in the Innovative Products to the extent owned by any third party will be and remain the exclusive property of such third party. The Software may include third-party software and products, which are described in the documentation and/or Specifications made available to Client by Innovative, and any third-party pass-through terms relating to such third-party software and products are identified therein (or by other mode of disclosure). c. Except as expressly stated herein, Client will exclusively have and retain all right, title and interest, including all associated Intellectual Property Rights, in and to data that Client enters into the Software or disclosed by Client to Innovative in its performance hereunder("Client Data"), and, as between Client and Innovative, such Client Data will remain the sole property of Client. Client hereby grants to Innovative a license to use Client Data (i)to process the Client Data pursuant to Client's business requirements, (ii) for maintenance and support of the Software, (iii) to collect and use aggregate, non-identifying and anonymized data, and (iv) for research and development purposes. Client acknowledges and agrees that it will have no rights in any products or services created or sold by Innovative or its affiliates that use any of the Client Data in the manner set forth in (iii) or (iv) of the preceding sentence. To the extent that applicable law requires any permissions or authorizations to have been obtained prior to submission of Client Data to Innovative (including without limitation from individuals to whom the data pertains), Client warrants and covenants that it (and its Authorized Users, as applicable) will have first obtained the same permissions or authorizations prior to transmitting such data to Innovative. As limited by Client's sovereign immunity set forth in Florida Statutes, Section 768.28, Client will defend, indemnify and hold harmless Innovative in the event of any third-party claim arising from a breach of the aforesaid warranty and covenant. Page 6 of 17 1603 4. Fees; Expenses; Payment Terms. a. In consideration of receiving a limited license to use the Software and to the extent that Client has purchased maintenance and support services and/or hosting services, Client will pay the fees set forth in the Pricing Exhibit to the License Agreement (the "Fees") on the terms set forth therein and in compliance with Chapter 218, Fla. Stat., otherwise known as the"Local Government Prompt Payment Act.". Initial invoicing under this Agreement will occur when the Software is made available to Client; subsequent renewal invoices for maintenance and support services and/or hosting services will be sent to Client prior to the date such payment is due. Invoices for any Renewal Terms may be provided to Client up to 90 days prior to the effective date of such Renewal Term. Client will notify Innovative in writing if Client hereafter requires additional Authorized Users or additional Software modules, and will pay the fees for such additional Authorized Users or additional Software modules in accordance with the terms set forth on the invoice for such fees. The Software may, from time to time, electronically transmit to Innovative reports verifying the type and number of Authorized Users, and Innovative may utilize license keys or other reasonable controls to enforce Authorized User license limitations. Client will cooperate with Innovative in all such efforts. b. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes based on Innovative's net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no withholdings or deductions been made. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531 C-1. c. Where this Agreement establishes a due date for a payment and/or a recurring method for payment, payment will be due and payable on such due date and upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats. Other fees or expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice in compliance with Chapter 218, Florida Statutes, otherwise known as the"Local Government Prompt Payment Act.". All amounts stated herein and all Fees determined hereunder are in U.S. Dollars, unless otherwise required by applicable law. d. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 5. Limited Warranty. a. Innovative warrants, solely for the benefit of Client, that: i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to the Software hereunder; and ii. The Software will conform in all material respects to the applicable technical documentation for the Software provided to Client by Innovative and expressly identified by Innovative as the specifications for the Software (collectively, the "Specifications"). b. EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED Page 7 of 17 1603 WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT-FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 5(a), THE SOFTWARE, INCLUDING ALL CONTENT, IS PROVIDED"AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY, INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY FOR SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE THEREOF, INCLUDING ALL CONTENT GENERATED THROUGH USE THEREOF. c. As the exclusive remedy of Client for a breach of the limited warranties set forth in Section 5, for any error or other defect for which Innovative is solely responsible, Innovative will, at its option, either(i) correct or repair the Software, or (ii) accept termination of this Agreement and refund the unused balance of any prepaid Fees for the maintenance and support services, prorated for the period commencing on the date the error or defect was reported by Client to Innovative and continuing throughout the balance of the period to which such Fees apply. All license Fees shall be nonrefundable. None of the above warranties or remedies in this Section 5 will apply with respect to any Software that has been damaged or modified by any party other than Innovative, or used in a manner for which the Software is not designed or intended. 6. LIMITATIONS ON LIABILITY. IN NO EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF INNOVATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE OTHERWISE FORESEEABLE. INNOVATIVE'S TOTAL LIABILITY FOR TORT, CONTRACT AND OTHER DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO INNOVATIVE BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE. INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 7. THESE LIMITATIONS OF LIABILITY WILL APPLY TO ALL CLAIMS AGAINST INNOVATIVE IN THE AGGREGATE (NOT PER INCIDENT)AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES ABOVE WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. 7. Indemnification. a. If a third party files a legal action in a court of competent jurisdiction against Client claiming the Software, as delivered to Client by Innovative, directly infringes such third party's U.S. copyright or U.S. patent, Innovative will defend Client against such legal action, provided that Client promptly notifies Innovative in writing of the legal action and fully cooperates with Innovative in the defense of such legal action. Innovative will also indemnify Client from all damages and out-of-pocket costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction in connection with any such legal action, or agreed to by Innovative in a settlement. Innovative will control all aspects of the defense and conduct the defense and any settlement negotiations in any such third-party legal action. This indemnification is limited to the Software in the form delivered to Client and does not cover claims arising from (x) modifications thereto not made by Innovative, or, even if by Innovative, at the request of Client; (y) use of the Software in combination with other software or items not provided by Innovative, or (z) third party modifications (including addition of source code) to the Software. b. As the exclusive remedy of Client under the limited indemnity set forth in Section 7.a, if the use of the Software by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the Software, (ii) modify the Software to remove the cause of the legal action, (iii) replace the Software at no additional charge to Client with a substantially similar, non-infringing product, which will then be subject to the provisions of this Agreement, or(iv)terminate this Agreement and refund to Client the unused Fees for maintenance and support, prorated for the period Client's use of the Software is enjoined. None of the above warranties or remedies will apply with respect to any element of the Software that has been modified by any party other than Innovative, or used in a manner for which the Software is not designed or intended. This Section states Innovative's entire liability and Client's exclusive remedies for infringement of intellectual property rights of any kind. Page 8 of 17 1603 8. Confidentiality. a. Client acknowledges that all documentation, audit reports, technical information, software, Specifications and other information pertaining to the Software, and/or Innovative's business interests or activities, financial information, methods of operation or customers that are marked and disclosed by any party to Client in the course of performing this Agreement or any ensuing business arrangement shall be treated as the confidential and proprietary information of Innovative and, pursuant to Florida Statute§815.045, will be regarded as a Trade Secret. Innovative acknowledges that Client Data and other proprietary Client materials marked as confidential shall be the Confidential Information of Client. The information and materials described in the preceding sentences is referred to herein as"Confidential Information." Notwithstanding the foregoing, the term "Confidential Information" does not include information pertaining to a party if: (i) such information is generally known to the public through no improper action or inaction by the other party, (ii) was, through no improper action or inaction by the other party, in the possession of the other party prior to the Effective Date, (iii) rightly disclosed to the other party by a third party if such disclosure does not violate the terms of any confidentiality agreement or other restriction by which such third party may be bound, or (iv) although falling under the definition of Confidential Information provided herein, the material is judicially determined not to be exempt under the Florida Public Records Act, Chapter 119, Fla. Stat. b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than as set forth in this Agreement. Each party must take all reasonable efforts to protect the confidentiality of and prevent the unauthorized use of any such Confidential Information by any third party within such party's control. Each party may disclose Confidential Information (i)to the receiving party's employees and contractors required to have access to such Confidential Information for the purposes of performing this Agreement or using the Software, provided each party hereto notifies its employees and contractors accessing such Confidential Information of the confidentiality obligations in this Section 8; or (ii) if such disclosure is in response to a valid order of any court, statute, or other governmental body ("Order"), in which event, the disclosing party must use reasonable efforts to provide the other party with prior notice of such Order, to the extent legally permitted to do so and in accordance with the Order. Except as provided herein, In the event Innovative marks or designates any records as comprising Confidential Information, which the Client does not believe meets the definition, prior to providing such information under a public record request it shall first notify Innovative that it has received a request for the record(s) and that it will release the record(s) as not confidential but will first allow Innovative an opportunity to seek a protective order as to those records. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., the Florida Sunshine Law, Chapter 286, Fla. Stat and Florida Statute § 815.045 in the protection of Trade Secrets. c. Recognizing any improper use or disclosure of any Confidential Information by either party may cause the party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any unauthorized use or disclosure of such Confidential Information. d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information exchanged pursuant to such NDA will remain confidential, and will as of the date of the execution of this Agreement be deemed Confidential Information within the meaning of this Agreement and also be governed by the terms hereof. 9. Term; Termination. a. The license granted in this Agreement to use the Software is perpetual, but subject to termination as specified hereunder.The term of any maintenance and support services and/or hosting services described in Exhibit A to the License Agreement is set forth in the License Agreement. b. If either party hereto fails to perform or comply with any material term or condition of this Agreement, specifically including Client's failure to pay any Fees (such party being the "Breaching Party"), and such failure continues unremedied for 30 (thirty) days after receipt of written notice, the other party may terminate this Agreement. Notwithstanding the foregoing, if the Breaching Party has in good faith commenced to remedy such failure and such remedy cannot reasonably be completed within such 30-day period, then the Breaching Party will Page 9 of 17 CA0 1603 have an additional 30 (thirty) days to complete such remedy, after which period the other party may terminate this Agreement if such failure continues unremedied. c. Client may terminate the maintenance and support services and/or hosting services purchased under this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the Effective Date if Client's budget (funding) is eliminated and Client provides written evidence to Innovative of the elimination of Client's budget (funding), such evidence to be in the form and substance reasonably requested by Innovative. d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be responsible for all Fees and expenses for the Software, maintenance and support services and hosting services provided prior to and as of the date of termination. Any termination of this Agreement will not waive or otherwise adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement. Upon termination of this Agreement, the rights and duties of the parties will terminate, other than the obligation of the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c. (Software License), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 (Client Configurations) and Section 13 (General). Within 30 (thirty) days of receipt of a written request following a termination of this Agreement, each party must return or destroy all Confidential Information of the other party, as requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data containing Confidential Information of the other party when it would be commercially impracticable for the receiving party to do so (for example, when Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 (Confidentiality) hereof will continue to restrict the receiving party's use or disclosure of such Confidential Information. Client shall return all copies of the Software and associated Innovative documentation and materials upon termination of the Agreement for any reason. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms. e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts of its programming, data model, or any other information regarding which Innovative claims a proprietary or Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a written statement of work under a separate professional services agreement and paid for by Client, applying Innovative's then-current rates for daily/hourly work, as the case may be. 10. Third Party Software. The Software may contain third-party and/or "open source" code provided under third-party license agreements. The terms and conditions of such third-party license agreements will apply to such source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A listing of certain third-party and/or open source code contained in the Software, the respective license terms applicable to such code, and certain related notices are included in the documentation and/or Specifications made available to Client by Innovative. Except as required for the authorized use of the Software as contemplated herein, Client may not use any name or trademark of any supplier of third party or open source code without such party's prior written authorization. 11. Client Configurations. Client will be permitted to use one or more application programming interfaces (APIs) made available by Innovative to configure the Software hereunder in accordance with the Specifications (such configurations or other modifications, "Client Configurations"). Client will not use any other API to modify or configure the Software. No API may be used to create any Client Configuration that, in whole or in part, mimics any material functionality of any software or service developed or marketed by Innovative or that would reasonably be deemed competitive to any software or service developed or marketed by Innovative if the Client Configuration were to be released to the public market. Innovative disclaims all representations and warranties, express or implied, regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations. As limited by Client's sovereign immunity set forth in Florida Statutes, Section 768.28, Client agrees to indemnify and hold harmless Innovative from all damages and out-of-pocket costs for any third-party action based on a claim that any Client Configuration infringes a copyright or a patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets. Page 10 of 17 CAy; 1 6 0 3 12. Back-Up Activities. Except to the extent that Client purchases Innovative's hosting service or back-up services, Client has the sole responsibility for the maintenance and protection of all data input into the Software, including, without limitation, the making, storing and security of back-up and archive copies of such data and the Software (collectively "Back-Up Activities"), and Client acknowledges Innovative will not perform any Back-Up Activities for or on behalf of Client. 13. General. a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and that Client's relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative personnel will be entitled to participate in any compensation or benefits plan of Client. c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo, government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions of carriers, third-party local exchange and long distance carriers, utilities, Internet service providers, transmitters, vandals, or hackers, or any other similar causes that may be beyond its control (a "Force Majeure Event"). d. Notice. Any notice or communication required to be given by either party must be in writing and made by hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set forth on the first page of the License Agreement. All communications pursuant to this Section will be deemed delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service; or(b)when electronically confirmed, if delivered by facsimile. e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf (or similar format for scanned copies of documents) or facsimile signature, each of which when so executed and delivered will be deemed an original, but all such counterparts will together constitute but one and the same instrument. g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Innovative will have the right to issue public statements pertaining to the existence of the business relationship between Innovative and Client, including the right to limited use of Client's name, logo and other reasonable non-confidential information in press releases, web pages, advertisements, and other marketing materials. h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a party may assign this Agreement without the other party's consent (i) as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party provided that any such assignment will not release the assigning party from its obligations under this Agreement. Insurance. Innovative is to provide Client proof of insurance as follows: 1. Technology Errors & Omission: $1,000,000 single limit; 2. Cyber Liability -$1,000,000 single limit. Page 11 of 17 CAC, 1603 Collier County Board of County Commissioners shall be listed as the Certificate Holder. j. Governing Law and Venue. This Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. Any suit or action by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. k. Public Entity Crime. By execution of this Agreement, Innovative acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. Public Records Compliance. By executing and entering into this Agreement, Innovative is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense and in so far as they are relevant to Innovative's performance of its obligations under this Agreement, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statutes, §448.095; taxation,workers'compensation, equal employment and safety (including but not limited to, the Florida Public Records Law 119), including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government& Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, Florida 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(a7colliercountyflmov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request form the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt form public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract and upon request, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. m. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make good faith effort to resolve such disputes by negotiation. The negotiation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who make the presentation of any settlement reached during negotiations to Client for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Page 12 of 17 1603 Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who would make the presentation of any settlement reached at mediation to the Client's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. n. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make good faith effort to resolve such disputes by negotiation. The negotiation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who make the presentation of any settlement reached during negotiations to Client for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who would make the presentation of any settlement reached at mediation to the Client's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. o. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in the English language; any translation of this Agreement into another language will be for convenience only but will not modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement. p. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have included in this Agreement all terms material to the parties' rights and obligations with respect to the subject matter hereof and intend this document to be the final expression of their contractual intent. The parties further represent and acknowledge that communications exchanged between the parties during contract negotiation (including, without limitation, requests for proposal ("RFPs") and Innovative's responses to such RFPs; questionnaires and responses to same, quotes) do not constitute a part of this Agreement. Purchase orders, work orders or other such documents submitted by Client will be for Client's internal administrative purposes only and the terms and conditions contained in any such purchase order, work order or other such document will have no force or effect and will not amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a License Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control: 1. License Agreement, 2. GTCs and 3. any other terms, agreements, exhibits or schedules included in, or referenced by the Agreement. Page 13 of 17 1663 Exhibit C Innovative Interfaces Incorporated Perpetual License Agreement Maintenance and Support Terms and Conditions These Maintenance and Support Terms and Conditions ("Support Terms") apply to the License Agreement if, and only to the extent that, Maintenance and Support are identified on the Pricing Exhibit to the License Agreement as a purchased service and Client is current on its payment for such service. Unless otherwise specified, capitalized terms in these Support Terms have the same meaning as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Maintenance and Support. To the extent Maintenance and Support is identified on the Pricing Exhibit to the License Agreement as a purchased service, Innovative will offer maintenance and support on the terms set forth herein ("Maintenance and Support") for the latest generally available version of the Software and for certain earlier versions in accordance with Innovative's support policy, at the price set forth in the corresponding Pricing Exhibit. New Releases will be made available to Client during the Term of the Maintenance and Support set forth in the License Agreement, so long as Client is current on its payment for such service. Client may discontinue Maintenance and Support at the end of the Initial Term or any Renewal Term in accordance with the termination notice provisions set forth in the License Agreement, but must pay Maintenance and Support Fees for any discontinued Term in order to renew Maintenance and Support. 2. Error Response. Error descriptions (each an"Error"), the Error severity levels and corresponding targeted response time per level are each described in the table below. The Targeted Response Times in the table below identify the response times that Innovative will target for the corresponding Error, however, such Targeted Response Times are not guaranteed. Severity Description Target Response Time One-Site Down A major component of the software is in a non-responsive state 1 hour and severely affects library productivity or operations. A high impact problem that affects the entire library system. Widespread system availability, production system is down Two—Critical Any component failure or loss of functionality not covered in 2 business Severity 1 that is hindering operations, such as, but not limited to: hours excessively slow response time, functionality degradation; error messages; backup problems; or issues affecting the use of the module or the data Three - High Lesser issues, questions, or items that minimally impact the work 2 business days; flow or require a work around excludes holidays and weekends Four— Routine Issues, questions, or items that don't impact the work flow. Issues 4 business days; that can easily be scheduled such as an upgrade or patch excludes holidays and weekends 3. Error Reporting and Diagnosis. a. Client must designate a representative as the contact that will report Errors to Innovative and be Innovative's primary contact for the provision of Maintenance and Support pursuant to the terms of this Agreement (such representative is referred to herein as the "Client Contact"). When a Client Contact reports an Error, Innovative will use commercially reasonable efforts to diagnose the root cause of the Error ("Diagnosis"). Upon completing the Diagnosis, each Error will be classified as either a "Warranty Error" or a "Non-Warranty Error" pursuant to Section 3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both Warranty and Non-Warranty Errors as described below. Page 14 of 17 16Q3 b. "Warranty Errors" are all Errors that do not qualify as Non-Warranty Errors. "Non-Warranty Errors" are Errors resulting from any of the following causes: (i) misuse, improper use, alteration or damage of the Software; (ii) operator error; (iii) incorrect data entry by Client; (iv) third-party software not part of the Software; (v) errors and/or limitations attributable to Client environment; (vi) Client's failure to incorporate any New Release previously provided to it by Innovative which corrects such Error; (vii) modification of the Software performed by Client; and (viii) technical consulting services provided by Innovative at Client's request (e.g., change orders, integration development, or configuration design and implementation), unless Client notifies Innovative of such technical consulting services problem within the applicable warranty period set forth in the governing statement of work, change order or agreement. Client acknowledges that the Software is intended for use only with the software and hardware described in the Specifications provided by Innovative from time to time, and Client will be solely responsible for its adherence thereto. 4. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to Section 2 above and will use commercially reasonable efforts to resolve Warranty Errors at no additional charge if Client has purchased and is current on its payment for Maintenance and Support; however, Innovative may charge Client for such effort with respect to Non-Warranty Errors according to the following process: (i) When the Client Contact reports any Error, prior to commencing the Diagnosis for the Error, Innovative will notify the Client Contact that the Diagnosis and repair effort will be at no charge to Client unless the reported Error is determined to be a Non-Warranty Error, in which case only the first two hours of Diagnosis will be at no charge; and (ii) Innovative will then commence the Diagnosis unless instructed otherwise by the Client Contact. If more than two hours are required for the Diagnosis of Non-Warranty Errors, then such additional Diagnosis hours will be charged to Client at Innovative's then-current rate for technical services. Once the Diagnosis is complete, the Client Contact will be given the option of having Innovative proceed with repairing the Non-Warranty Error,and, if so requested, Innovative will provide an estimate of the total cost for such effort. If agreed to by the Client Contact, Innovative will undertake to repair the Non-Warranty Error and charge Client for the associated technical services performed. 5. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management system, and provides an Internet portal for Clients to report issues. Clients may review the status of issues reported online. When an Error is either unresolved or not resolved in a timely fashion, the Client should contact Innovative representatives pursuant to Innovative's escalation policy made available on Innovative's Internet portal. Page 15 of 17 16Q3 Exhibit D Innovative Interfaces Incorporated Hosting Services Terms and Conditions These Hosting Services Terms and Conditions ("Hosting Terms") apply to the License Agreement if, and only to the extent that, Hosting Services are identified on the Pricing Exhibit to the License Agreement as a purchased service. Unless otherwise specified, capitalized terms in these Hosting Terms have the same meaning as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Hosting Services. The following terms apply for all purposes to Client's license to and use of the Software under the Agreement. 2. Hosting Solution. Innovative offers clients a standard cloud-based hosting option (the"Standard Plan"). The table below sets forth the features of the Standard Plan. This option provides industry-leading security and monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top-tier cloud hosting provider(the "Hosting Provider"), with the flexibility to meet clients' data storage, data recovery, and information security policy requirements. To meet clients' global hosting needs, Innovative offers hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Innovative reserves the right to increase, decrease and/or relocate its datacenters at anytime. Feature Standard 24x7 infrastructure monitoring ✓ Dedicated production environment ✓ 99.9% guaranteed infrastructure uptime** ✓ Dedicated public IP address and custom URL ✓ Operating system installation and management ✓ Library software installation and upgrades ✓ Data backups Daily Archive data backup retention 30 days 3. Hosting Solution System Configuration. The hosting systems are configured to meet the solution requirements as per the Hosting Terms set forth on the Pricing Exhibit to the License Agreement. 4. Security Controls. a. Generally. Subject to the terms of the Agreement, Innovative implements industry-recognized best practices to prevent the unintended or malicious loss, destruction or alteration of Client's data resident in the Software. b. Access Control. Highly available redundant firewall and edge routers are configured to control access to hosted systems c. 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. d. Encryption. Encryption for data-in-transit is provided as a part of the Standard Plan. e. Network Monitoring. All network systems and servers are monitored 24/7/365. Innovative will monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and Page 16 of 17 rf';, � 1603 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. f. Physical Security. The Software resides in systems configured for the customer out of Innovative's hosting location. The physical infrastructure used to support Software licensed to Client(and services purchased by Client from Innovative, as applicable), including the servers, storage, switches, and firewalls, are either provided by the Hosting Provider or owned by Innovative. Innovative partners with datacenter 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. g. Security Audits. Client may perform audits of Innovative's security best practices. Innovative will share various security audit reports as requested by Client. h. Information Security Auditing/Compliance. Innovative's hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. Innovative also holds the internationally-recognized ISO 27001:2013 standard for its information security management system supporting the hosting solutions. **The 99.9% guaranteed infrastructure uptime is subject to the following Service Level Agreement (SLA): i. Hours of operation/exclusive remedy for service unavailability. Innovative offers a monthly infrastructure uptime target of 99.9% of Scheduled Up-Time to Client. Scheduled Up-Time means all of the time in a month that is not Scheduled Downtime or Third Party Unavailability. In the event that Innovative fails to provide Client with 99.9% infrastructure uptime for three consecutive months, Client will be entitled to receive a credit equal to the prorated amount of the Fees for the period in which Innovative failed to provide such infrastructure uptime during such months upon receipt of written notice from Client. The remedies set forth in this Paragraph (i) are the exclusive remedies of the Client for Innovative's failure to provide Client with 99.9% infrastructure uptime. ii. Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or the Hosting Provider, conduct periodic scheduled system maintenance for which Innovative will provide the Client with advance notice. Innovative will make commercially reasonable efforts to provide Client notice of scheduled system maintenance 48 hours in advance. Page 17 of 17 1603 INNOVATIVE INTERFACES INCORPORATED SOFTWARE-AS-A-SERVICE (SAAS) SUBSCRIPTION AGREEMENT This Software-as-a-Service (SaaS) Subscription Agreement ("SaaS Agreement") is entered into by and between Innovative Interfaces Incorporated, a California corporation ("Innovative"), and the party identified as Client below ("Client" or "County"), a political subdivision of the State of Florida (collectively the "Parties"), as of the "Effective Date" also set forth below. Innovative Innovative Interfaces Incorporated Address 1900 Powell ST, Suite 400, Emeryville, CA 94608 Innovative Point of Dennis Carter, Director& Sales Account Manager Contact Phone: 734-5727340 Email: dennis.carter@clarivate.com Collier County Board of County Commissioners, FL for an on behalf of Collier Client County Public Library Address 2385 Orange Blossom Dr., Naples FL 34109 Customer No. CU0256 Effective Date a y, ,e Tan v aw' Initial Term 60 Months 1. Definitions. "Go-Live Date" means the date of Client's first access to the Application Services. "GTCs" means the Innovative Interfaces Incorporated SaaS Agreement General Terms and Conditions in Exhibit B. "SLAs" means the Innovative Interfaces Incorporated Service Level Agreements in Exhibit C. "Security Terms" means the Innovative Interfaces Incorporated Information Security Terms and Conditions in Exhibit D. 2. General. Innovative and Client agree that this SaaS Agreement is a binding agreement between the parties and is governed by the GTCs, SLAs, and the Security Terms, all of which are made a part hereof. This SaaS Agreement, the GTCs, SLAs, Security Terms, and all other exhibits, schedules and terms and conditions referenced by or in this SaaS Agreement, the GTCs, SLAs or Security Terms together constitute the "Agreement." Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation, the GTCs, SLAs and Security Terms, prior to the execution of this Agreement. Unless otherwise specified, capitalized terms in this Agreement have the same meaning as those in the GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of the State of Florida, without regard to any other laws that would require the application of the laws of another jurisdiction.Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. 3. Additional Terms. a) Annual Subscription Term. Client's annual subscription term is January 1 through December 31 (the "Annual Subscription Term"). Innovative will prorate the subscription of the products as detailed in Exhibit A to run coterminous with the Annual Subscription Term. b) IPA Reference. If requested by Innovative, Client agrees to act as a reference for other potential Innovative Phone Alerts (IPA) customers. Page 1 of 17 CA 1603 EXHIBITS TO SAAS AGREEMENT A PRICING EXHIBIT B GENERAL TERMS AND CONDITIONS C SERVICE LEVEL AGREEMENTS D INFORMATION SECURITY TERMS AND CONDITIONS [Signature page to follow] Page2of17 1603 In witness whereof, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date Client — IInnovative Collier County Board of County Commissioners, Innovative interfaces Incorporated FL for and on behalf of Collier County Public Libra By: /..-: By. Name. Rick LoCastro, Chairman _ Je Arius to.Jl Title: [bate: Date: _ �oJ2S iof\ ATTEST: INNOVATIVE WITNESSES Crystal K. Kinzel, Clerk of the Circuit Court And Comptroller First Witness • By: Mcic._-V-- -r-) c • Dated: '" Type/Print Witness name (SEAL) Att@St 7S t0 C�l81ti11811'3 nc Witness i A r . �V ed to�rm d Legality: Type/Print Witness name • ounty Attorney Print Name Page 3 of 17 16Q3 Exhibit A Pricing Exhibit [APPROVED APPLICATION SERVICES QUOTE FOLLOWS THIS PAGE] Page 4 of 17 1603 O 1 n n ova t i ve Pricing Exhibit Dart of Ciarivate Date 1/27/2022 Quote# EST-INC14528 Innovative Interfaces Incorporated 3133 W.Frye Rd. Payment Terms Net 30 Suite 400 Overall Contract Term(Months) 36 Chandler AZ 85226 Contract Start Date United States Contract End Date Sales Rep Wendell Butler Site Code ccpl Expires 1/31/2023 Bill To Ship To Collier County Public Library Collier County Public Library 2385 Orange Blossom Dr. 2385 Orange Blossom Dr. Naples FL 34109 Naples FL 34109 United States United States Currency US Dollar Innovative Phone SaaS 1 Inbound and Outbound Cloud-based Innovativ 10,800 . 10,800.00E 10,800.00 Alerts Communication Platform.Outbound e Phone system helps libraries to efficiently Alerts communicate key notices directly with Options: their patron.Inbound system allows 12,000 patrons to renew items,hear Calls/Mo 1 information about their current nth materials and listen to library Current announcements Outbound Calls I Pricing is based on number of calls Volume: quoted and will be adjusted annually 6000 based on actual usage. Innovative Current 1 reserves the right to increase pricing Inbound at any time if actual usage exceeds Calls the number of calls quoted by more Volume: than 150% 6000 First Year Total US$10,800.00 g ti 3 Exhibit B Innovative Interfaces Incorporated SaaS Agreement General Terms and Conditions Unless otherwise specified, capitalized terms in these GTCs have the same meaning as those in the SaaS Agreement. 1. Access to and Use of the Application Services. a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of the Fees (defined below) due hereunder, Innovative will provide Client and its Authorized Users (defined below) with subscription access and certain subscription services via an Innovative website or websites to its Integrated Library System solution known as "Vega" or the "Platform," including features identified as "SaaS" in the Pricing Exhibit (collectively, the "Application Services"). Such Application Services will be for the duration of the Term of this Agreement and will automatically expire upon the termination or expiration of this Agreement or as otherwise specified in this Agreement. b. Client and, where applicable, its Authorized Users may access and use the Platform (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. Client will be responsible for its Authorized Users' compliance with the terms hereof. Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws regarding the transmission of data, including, without limitation, any applicable export control and data protection laws; and (ii) not use the Application Services for illegal purposes. c. The Application Services may be used by the base number of Client's worldwide employees, third-party auditors, agents and contractors ("Authorized Users") set forth in the Pricing Exhibit for such Application Services and such additional Authorized Users as may be hereafter identified to Innovative by Client for which Client pays the additional Fees referred to in Section 4(a) of this Agreement, provided that all such Authorized Users shall assent to the on-line account verification terms on the Platform. An Authorized User is a single user of the Application Services and their right to use the Platform may be transferred to another individual user. Such rights may not be shared on a part time or concurrent user basis. For the avoidance of doubt, Client patrons do not fall within the definition of Authorized Users. Client agrees that it and its Authorized Users will: i. Not interfere with or disrupt the servers or networks used to provide the Application Services; ii. Not transmit through the Platform junk mail, spam, chain letters, or unsolicited mass distribution of files; iii. Not transmit viruses or otherwise malicious code or data; iv. Not attempt to copy, modify, make derivative works of, reverse engineer, disassemble or decompile the Platform or any Innovative system, network or software; v. Comply with all applicable laws regarding the transmission of data, including, without limitation, any applicable export control and data protection laws; and vi. Not use the Application Services for illegal purposes. d. Innovative includes in the Fees rights to access and use all new scheduled major releases, service pack releases, and hot fixes of the Platform offered generally by Innovative to its clients during the term of this Agreement (collectively, "New Releases"). "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Innovative, each of which require payment of additional fees. The term "Application Services"will be deemed to include New Releases. e. Innovative offers support for the Application Services in accordance with the SLAs, the terms of which are incorporated by reference herein. 2. Acceptance. Following the execution of the Agreement by the parties, Innovative will deliver the login credentials for the Client's network administrator for the Client's instance of the Platform, in its preconfigured format. Client will be deemed to have accepted that the provisioned Platform has been delivered upon receipt of credentials. 3. Ownership. a. Intellectual Property Rights. All Intellectual Property Rights (defined below) in the Platform and also including, without limitation, all improvements, enhancements, modifications, Client-specific upgrades, or updates Page 5 of 17 1603 to the Platform, developed by either party, solely or jointly (collectively, "Innovative Products"), will remain the exclusive, sole and absolute property of Innovative or the third parties from whom Innovative has obtained the right to use the Innovative Products. Intellectual property created by Innovative pursuant to this Agreement, or any other party at the request or direction of Innovative,will be owned by Innovative. "Intellectual Property Rights" means any and all intellectual property rights existing from time to time under any law or regulation, including without limitation, patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect worldwide. Client hereby assigns to Innovative all right, title and interest in any feedback and suggestions it provides to Innovative regarding the Platform, Application Services or other products commercialized by Innovative now or in the future. This Agreement does not convey to the Client any interest in or to the Innovative Products or any associated Intellectual Property Rights, but only a limited right to use the Platform and Application Services to the extent set forth in this Agreement, which right is terminable in accordance with the terms of this Agreement and is otherwise subject to the limitations, restrictions, and requirements contained herein. If Client configures the Platform using an API hereunder, Client will also have a right to use such configurations as part of the Platform on the terms set forth in Section 1. Rights not expressly granted to the Client are hereby expressly reserved by Innovative. b. Third-Party Proprietary Rights. For purpose of this Agreement, as between Innovative and Client, any Intellectual Property Rights in the Innovative Products to the extent owned by any third party will be and remain the exclusive property of such third party. The Platform may include third-party software and products, which are described in the documentation and/or Specifications made available to Client by Innovative, and any third-party pass-through terms relating to such third-party software and products are identified therein (or by other mode of disclosure). c. Client Data. Except as expressly stated herein, Client will exclusively have and retain all right, title and interest, including all associated Intellectual Property Rights, in and to data that Client enters into the Platform or disclosed by Client to Innovative in its performance hereunder ("Client Data"), and, as between Client and Innovative, such Client Data will remain the sole property of Client. Client hereby grants to Innovative a license to use Client Data (i) to process the Client Data pursuant to Client's business requirements, (ii) for maintenance and support of the Platform, (iii)to collect and use aggregate, non-identifying and anonymized data, and (iv)for research and development purposes. Client acknowledges and agrees that it will have no rights in any products or services created or sold by Innovative or its affiliates that use any of the Client Data in the manner set forth in (iii) or (iv) of the preceding sentence. To the extent that applicable law requires any permissions or authorizations to have been obtained prior to submission of Client Data to Innovative (including without limitation from individuals to whom the data pertains), Client warrants and covenants that it(and its Authorized Users, as applicable)will have first obtained the same permissions or authorizations prior to transmitting such data to Innovative. As limited by Client's sovereign immunity set forth in Florida Statutes, Section 768.28, Client will defend, indemnify and hold harmless Innovative in the event of any third-party claim arising from a breach of the aforesaid warranty and covenant. 4. Fees; Expenses; Payment Terms. a. In consideration of receiving a limited right to access and use the Application Services, Client will pay the fees set forth in the Pricing Exhibit(the "Fees") on the terms set forth therein and in compliance with Chapter 218, Fla. Stat., otherwise known as the"Local Government Prompt Payment Act.". Initial invoicing under this Agreement will occur when the Platform is initially delivered to Client per Section 2; subsequent renewal invoices will be sent to Client prior to the date such payment is due. Through the Initial Term as identified herein, Innovative will have the right to increase rates hereunder by up to 2% over the previous year. If renewed and commencing on the first annual renewal following the expiry of the Initial Term, and annually thereafter, Innovative will have the right to increase rates hereunder by up to 5% over the previous year. Innovative will have the right to revise Fees based on population, as set forth in the Pricing Exhibit, after the Initial Term and periodically thereafter, but no more than once annually. Invoices for any Renewal Terms may be provided to Client up to 90 days prior to the effective date of such Renewal Term. Client will notify Innovative in writing if Client hereafter requires additional Authorized Users or additional Platform features and will pay the fees for such additional Authorized Users or additional features in accordance with the terms set forth on the invoice for such fees. The Platform may, from time to time, electronically transmit to Innovative reports verifying the type and number of Authorized Users, and Innovative may utilize access keys or other reasonable controls to enforce Authorized User limitations. Client will cooperate with Innovative in all such efforts. b. All Fees must be paid to Innovative in compliance with Chapter 218, Fla. Stat., otherwise known as the "Local Government Prompt Payment Act.". Page 6 of 17 1603 c. Fees for additional third-party product, hardware and services are subject to change and will be quoted at the then current rate. d. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the delivery and access and use of the Application Services, all of which Client will be responsible for and will pay in full, other than taxes based on Innovative's net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate (or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no withholdings or deductions been made. Where this Agreement establishes a due date for a payment and/or a recurring method for payment, payment will be due and payable on such due date and/or according to the method specified. Other fees or expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice within 30(thirty)days of the date of the invoice.All amounts stated herein and all Fees determined hereunder are in U.S. Dollars, unless otherwise required by applicable law. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1. e. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 5. Limited Warranty. a. Innovative warrants, solely for the benefit of Client, that: i. It has the corporate power and authority to enter into this Agreement for the provision of the Application Services; ii. It will provide access to the Platform in accordance with the SLAs. The exclusive remedy of Client under the limited warranty set forth in this Section 5(a)(ii) is set forth in the SLA; and iii. The Platform will conform in all material respects to the applicable technical documentation for the Platform provided to Client by Innovative and expressly identified by Innovative as the specifications for the Platform (collectively, the"Specifications"). b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT- FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 5(a), THE SOFTWARE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY, INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY FOR SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE THEREOF, INCLUDING ALL CONTENT GENERATED THROUGH USE THEREOF. c. As the exclusive remedy of Client for a breach of the limited warranties set forth in Section 5(a)(iii), for any error or other defect for which Innovative is solely responsible, Innovative will, at its option, either(i)correct or repair the Platform, or(ii)accept termination of this Agreement and refund the unused balance of any prepaid subscription Fees, prorated for the period commencing on the date the error or defect was reported by Client to Innovative and continuing throughout the balance of the period to which such Fees apply. None of the above warranties or remedies Page 7 of 17 i 6 03 in this Section 5 will apply with respect to any element of the Application Services that has been modified by any party other than Innovative, or used in a manner for which the Application Services is not designed or intended. 6. LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF INNOVATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE OTHERWISE FORESEEABLE. INNOVATIVE'S TOTAL LIABILITY FOR TORT, CONTRACT AND OTHER DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO INNOVATIVE BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE. INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 7. THESE LIMITATIONS OF LIABILITY WILL APPLY TO ALL CLAIMS AGAINST INNOVATIVE IN THE AGGREGATE (NOT PER INCIDENT) AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES ABOVE WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT. 7. Indemnification. a. If a third party files a legal action in a court of competent jurisdiction against Client claiming the Application Services, as delivered to Client by Innovative, directly infringes such third party's U.S. copyright or U.S. patent, Innovative will defend Client against such legal action, provided that Client promptly notifies Innovative in writing of the legal action and fully cooperates with Innovative in the defense of such legal action. Innovative will also indemnify Client from all damages and out-of-pocket costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction in connection with any such legal action, or agreed to by Innovative in a settlement. Innovative will control all aspects of the defense and conduct the defense and any settlement negotiations in any such third-party legal action. This indemnification is limited to the Platform in the form delivered to Client and does not cover claims arising from (x) modifications thereto not made by Innovative, or, even if by Innovative, at the request of Client; (y) use of the Platform in combination with other software or items not provided by Innovative, or(z) third party modifications (including addition of source code) to the Platform. b. As the exclusive remedy of Client under the limited indemnity set forth in Section 7.a, if the use of the Application Services by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the Application Services, (ii) modify the Application Services to remove the cause of the legal action, (iii) replace the Application Services at no additional charge to Client with a substantially similar, non-infringing product, which will then be subject to the provisions of this Agreement, or(iv)terminate this Agreement and refund to Client that portion of the Fees allocable to the infringing component of the Application Services, prorated for the period Client's use of the Application Services is enjoined. None of the above warranties or remedies will apply with respect to any element of the Application Services that has been modified by any party other than Innovative, or used in a manner for which the Application Services is not designed or intended. This Section states Innovative's entire liability and Client's exclusive remedies for infringement of intellectual property rights of any kind. 8. Confidentiality. a. Client acknowledges that all documentation, audit reports, technical information, software, Specifications and other information pertaining to the Software, and/or Innovative's business interests or activities, financial information, methods of operation or customers that are marked and disclosed by any party to Client in the course of performing this Agreement or any ensuing business arrangement shall be treated as the confidential and proprietary information of Innovative and, pursuant to Florida Statute§ 815.045, will be regarded as a Trade Secret. Innovative acknowledges that Client Data and other proprietary Client materials marked as confidential shall be the Confidential Information of Client. The information and materials described in the preceding sentences is referred to herein as"Confidential Information." Notwithstanding the foregoing, the term "Confidential Information" does not include information pertaining to a party if: (i) such information is generally known to the public through no improper action or inaction by the other party, (ii) was, through no improper action or inaction by the other party, in the possession of the other party prior to the Effective Date, (iii) rightly disclosed to the other party by a third party if such disclosure does not violate the terms of any confidentiality agreement or other restriction by which such third party may be bound, or (iv) although falling under the definition of Confidential Information provided herein, the material is judicially determined not to be exempt under the Florida Public Records Act, Chapter 119, Fla. Stat. b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than as set forth in this Agreement. Each party must take all reasonable efforts to protect the confidentiality of and prevent the unauthorized use of any such Confidential Information by any third party within such party's control. Each party may disclose Confidential Information (i)to the receiving party's employees and contractors required to have access Page 8 of 17 1603 to such Confidential Information for the purposes of performing this Agreement or using the Software, provided each party hereto notifies its employees and contractors accessing such Confidential Information of the confidentiality obligations in this Section 8; or (ii) if such disclosure is in response to a valid order of any court, statute, or other governmental body ("Order"), in which event, the disclosing party must use reasonable efforts to provide the other party with prior notice of such Order, to the extent legally permitted to do so and in accordance with the Order. Except as provided herein, In the event Innovative marks or designates any records as comprising Confidential Information, which the Client does not believe meets the definition, prior to providing such information under a public record request it shall first notify Innovative that it has received a request for the record(s) and that it will release the record(s) as not confidential but will first allow Innovative an opportunity to seek a protective order as to those records. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., the Florida Sunshine Law, Chapter 286, Fla. Stat and Florida Statute § 815.045 in the protection of Trade Secrets. c. Recognizing any improper use or disclosure of any Confidential Information by either party may cause the party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any unauthorized use or disclosure of such Confidential Information. d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information exchanged pursuant to such NDA will remain confidential, and will as of the date of the execution of this Agreement be deemed Confidential Information within the meaning of this Agreement and also be governed by the terms hereof. 9. Term; Termination. a. Term. Subject to the early termination provisions set forth below, this Agreement will be effective for an initial term of five (5) years following the Go-Live date (the "Initial Term"). This Agreement may be renewed for an additional one-year term (being a "Renewal Term" and, together with the Initial Term, the "Term"), upon the Client providing written notice to Innovative of not less than ninety (90) days' prior to the end of the Initial Term. b. Termination for Breach. If either party hereto fails to perform or comply with any material term or condition of this Agreement, specifically including Client's failure to pay any Fees (such party being the "Breaching Party"), and such failure continues unremedied for 30 (thirty) days after receipt of written notice, the other party may terminate this Agreement. Notwithstanding the foregoing, if the Breaching Party has in good faith commenced to remedy such failure and such remedy cannot reasonably be completed within such 30-day period, then the Breaching Party will have an additional 30 (thirty) days to complete such remedy, after which period the other party may terminate this Agreement if such failure continues unremedied. c. Termination for Elimination of Budget. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the Effective Date if Client's budget (funding) is eliminated and Client provides written evidence to Innovative of the elimination of Client's budget (funding), such evidence to be in the form and substance reasonably requested by Innovative. d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be responsible for all Fees and expenses for the Application Services provided prior to and as of the date of termination. Any termination of this Agreement will not waive or otherwise adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement. Upon termination of this Agreement, the rights and duties of the parties will terminate, other than the obligation of the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c. (Access to and Use of the Application Services), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 (Client Configurations) and Section 12 (General). Within 30 (thirty) days of receipt of a written request following a termination of this Agreement, each party must return or destroy all Confidential Information of the other party, as requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data containing Confidential Information of the other party when it would be commercially impracticable for the receiving party to do so (for example, when Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 (Confidentiality) hereof will continue to restrict the receiving party's use or disclosure of such Confidential Information. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms. Page 9 of 17 1603 e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts of its programming, data model, or any other information regarding which Innovative claims a proprietary or Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a written statement of work under a separate professional services agreement and paid for by Client, applying Innovative's then-current rates for daily/hourly work, as the case may be. 10. Third-Party Software. The Platform may contain third-party and/or "open source" code provided under third-party license agreements. The terms and conditions of such third-party license agreements will apply to such source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A listing of certain third-party and/or open source code contained in the Platform, the respective license terms applicable to such code, and certain related notices are included in the documentation and/or Specifications made available to Client by Innovative. Except as required for the authorized use of the Platform as contemplated herein, Client may not use any name or trademark of any supplier of third party or open source code without such party's prior written authorization. 11. Client Configurations. Client use of APIs ("Client Configuration") is subject to the terms of use available at https://www.iii.com/api-license. Innovative disclaims all representations and warranties, express or implied, regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations. To the extent permitted by law, Client agrees to indemnify and hold harmless Innovative from all damages and out-of- pocket costs (including reasonable attorney fees) for any third-party action based on a claim that any Client Configuration infringes a copyright or a patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets. 12. General. a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and that Client's relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative personnel will be entitled to participate in any compensation or benefits plan of Client. c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo, government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions of carriers, third-party local exchange and long distance carriers, utilities, Internet service providers, transmitters, vandals, or hackers, or any other similar causes that may be beyond its control (a "Force Majeure Event"). d. Notice. Any notice or communication required to be given by either party must be in writing and made by hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set forth on the first page of the Agreement. All communications pursuant to this Section will be deemed delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service; or(b)when electronically confirmed, if delivered by facsimile. e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf(or similar format for scanned copies of documents) or facsimile signature, each of which when so executed and delivered will be deemed an original, but all such counterparts will together constitute but one and the same instrument. g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Innovative will have the right to issue public statements pertaining to the existence of the business relationship between Innovative and Client, including Page 10 of 17 1603 the right to limited use of Client's name, logo and other reasonable non-confidential information in press releases, web pages, advertisements, and other marketing materials. h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a party may assign this Agreement without the other party's consent (i) as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party provided that any such assignment will not release the assigning party from its obligations under this Agreement. Insurance. Innovative is to provide Client proof of insurance as follows: 1. Technology Errors & Omission: $1,000,000 single limit; 2. Cyber Liability - $1,000,000 single limit. Collier County Board of County Commissioners shall be listed as the Certificate Holder. j. Governing Law and Venue. This Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. Any suit or action by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. k. Public Entity Crime. By execution of this Agreement, Innovative acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. I. Public Records Compliance. By executing and entering into this Agreement, Innovative is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense and in so far as they are relevant to Innovative's performance of its obligations under this Agreement, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statutes, §448.095; taxation,workers' compensation, equal employment and safety (including but not limited to, the Florida Public Records Law 119), including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government& Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, Florida 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestacoiliercountvfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request form the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract and upon request, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public Page 11 of 17 1603 records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. m. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make good faith effort to resolve such disputes by negotiation. The negotiation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who make the presentation of any settlement reached during negotiations to Client for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Innovative with full decision-making authority and by Client's staff person who would make the presentation of any settlement reached at mediation to the Client's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. n. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in the English language; any translation of this Agreement into another language will be for convenience only but will not modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement. o. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have included in this Agreement all terms material to the parties' rights and obligations with respect to the subject matter hereof and intend this document to be the final expression of their contractual intent. The parties further represent and acknowledge that communications exchanged between the parties during contract negotiation (including, without limitation, requests for proposal ("RFPs") and Innovative's responses to such RFPs; questionnaires and responses to same, quotes) do not constitute a part of this Agreement. Purchase orders, work orders or other such documents submitted by Client will be for Client's internal administrative purposes only and the terms and conditions contained in any such purchase order, work order or other such document will have no force or effect and will not amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, the SaaS Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control: 1. SaaS Agreement, 2. GTCs and 3. any other terms, agreements, exhibits or schedules included in, or referenced by the Agreement. Page 12 of 17 1603 Exhibit C Innovative Interfaces Incorporated Service Level Agreement This Service Level Agreement ("SLA") between Client and Innovative for the Platform apply to the SaaS Agreement and, except as otherwise set forth below, is provided at no additional cost to Client. Unless otherwise specified, capitalized terms in this SLA have the same meaning as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Error Response. Error descriptions (each an "Error"), the Error severity levels and corresponding targeted response time per level are each described in the table below. The Targeted Response Times in the table below identify the response times that Innovative will target for the corresponding Error, however, such Targeted Response Times are not guaranteed. Severity Description Target Response Time One - Site Down The Application Service is not available 1 hour Two—Critical An inoperable production module 2 hours Three - High Lesser issues, questions, or items that minimally impact the work 2 business days; flow or require a work around excludes holidays and weekends Four— Routine Issues, questions, or items that don't impact the work flow. Issues 4 business days; that can easily be scheduled such as an upgrade or patch excludes holidays and weekends 2. Error Reporting and Diagnosis. a. Client must designate a representative as the contact that will report Errors to Innovative and be Innovative's primary contact for the implementation of this SLA (such representative is referred to herein as the "Client Contact"). When a Client Contact reports an Error, Innovative will use commercially reasonable efforts to diagnose the root cause of the Error("Diagnosis"). Upon completing the Diagnosis, each Error will be classified as either a"Warranty Error"or a"Non-Warranty Error" pursuant to Section 3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both Warranty and Non-Warranty Errors as described below. b. "Warranty Errors" are all Errors that do not qualify as Non-Warranty Errors. "Non-Warranty Errors" are Errors resulting from any of the following causes: (i) misuse, improper use, alteration or damage of the Platform; (ii) operator error; (iii) incorrect data entry by Client; (iv) third-party software not part of the Platform; (v) errors and/or limitations attributable to Client environment; (vi)Client's failure to incorporate any New Release previously provided to it by Innovative which corrects such Error; (vii) modification of the Platform performed by Client; and (viii)technical consulting services provided by Innovative at Client's request (e.g., change orders, integration development, or configuration design and implementation), unless Client notifies Innovative of such technical consulting services problem within the applicable warranty period set forth in the governing statement of work, change order or agreement. Client acknowledges that the Platform is intended for use only with the software and hardware described in the Specifications provided by Innovative from time to time, and Client will be solely responsible for its adherence thereto. 3. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to Section 2 above and will use commercially reasonable efforts to resolve Warranty Errors at no additional charge if Client is current on its payments; however, Innovative may charge Client for such effort with respect to Non- Page 13 of 17 1603 Warranty Errors according to the following process: (i) When the Client Contact reports any Error, prior to commencing the Diagnosis for the Error, Innovative will notify the Client Contact that the Diagnosis and repair effort will be at no charge to Client unless the reported Error is determined to be a Non-Warranty Error, in which case only the first two hours of Diagnosis will be at no charge; and (ii) Innovative will then commence the Diagnosis unless instructed otherwise by the Client Contact. If more than two hours are required for the Diagnosis of Non- Warranty Errors, then such additional Diagnosis hours will be charged to Client at Innovative's then-current rate for technical services. Once the Diagnosis is complete, the Client Contact will be given the option of having Innovative proceed with repairing the Non-Warranty Error, and, if so requested, Innovative will provide an estimate of the total cost for such effort. If agreed to by the Client Contact, Innovative will undertake to repair the Non-Warranty Error and charge Client for the associated technical services performed. 4. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management system, and provides an Internet portal for Clients to report issues. Clients may review the status of issues reported online. When an Error is either unresolved or not resolved in a timely fashion, the Client should contact Innovative representatives pursuant to Innovative's escalation policy made available on Innovative's Internet portal. 5. Hosting Services. Innovative provides industry-leading security and monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top-tier cloud hosting provider (the "Hosting Provider"), with the flexibility to meet clients' data storage, data recovery, and information security policy requirements. To meet clients' global hosting needs, Innovative offers hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Innovative reserves the right to increase, decrease and/or relocate its datacenters at any time. Feature Standard 24x7 infrastructure monitoring ✓ Dedicated production environment ✓ 99.5% uptime** ✓ Dedicated public IP address and custom URL ✓ Operating system installation and management ✓ Library software installation and upgrades ✓ Data backups Daily Archive data backup retention 30 days 6. **The 99.5% uptime is subject to the following: a. Hours of Operation/Exclusive Remedy for Service Unavailability. During the Term, Innovative will use commercially reasonable efforts to ensure that the Applications Services are available for access and use in accordance with the Agreement of at least 99.5% Scheduled Up-Time, as measured over any calendar year.. Scheduled Up-Time means all of the time in a month that is not Scheduled Downtime or Third Party Unavailability. In the event that Innovative fails to provide Client with 99.5% Scheduled Up-Time for three consecutive months, Client will be entitled to receive a credit equal to the prorated amount of the Fees for the period in which Innovative failed to provide such Scheduled Up-Time during such months upon receipt of written notice from Client. The remedies set forth in this Paragraph (i) are the exclusive remedies of the Client for Innovative's failure to provide Client with 99.5% Scheduled Up-Time. Page 14 of 17 16Q3 b. Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or the Hosting Provider, conduct periodic scheduled system maintenance and release updates for which Innovative will provide the Client with advance notice. Innovative will make commercially reasonable efforts to provide Client notice of scheduled system maintenance 48 hours in advance. Page 15 of 17 Cpc 1603 Exhibit D Innovative Interfaces Incorporated Information Security Terms and Conditions Unless otherwise specified, capitalized terms in these Information Security Terms and Conditions have the same meaning as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs. 1. Use of Client Data. Except as set forth herein or otherwise agreed to by the Parties or authorized by Client, Innovative will not use Client Data for any purpose other than the fulfillment of its obligations under the Agreement. 2. Security Controls. a. Generally. Subject to the terms of the Agreement, Innovative implements industry-recognized security best practices to prevent the unintended or malicious loss, destruction or alteration of Client's data resident in the Platform. b. 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. c. Encryption. Encryption for data-in-transit is provided as a part of the Standard Plan. d. Network Monitoring. All network systems and servers are monitored 24/7/365. Innovative 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. e. Physical Security. The physical infrastructure used to support the Platform and Application Services for Client (and other professional services purchased by Client from Innovative, as applicable), including the servers, storage, switches, and firewalls, are provided by the Hosting Provider. 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. f. Audit and Security Testing. Hosting Providers perform regular security audits and testing. Per Hosting Provider policy, Client may not perform their own audits of Hosting Providers. g. 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 under Non-Disclosure, as requested by Client. h. Information Security Auditing/Compliance. Innovative's hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. Innovative also holds the internationally- recognized ISO 27001:2013 standard for its information security management system supporting the hosting solutions. Innovative partners 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. i. Acknowledgement of Shared Responsibilities.The security of data and information that is accessed, stored, shared, or otherwise processed via a multi-tenant cloud service are shared responsibilities between a cloud service provider and its customers. As such, the Parties acknowledge that: (a) Innovative is responsible for the build and Page 16 of 17 16Q3 implementation of the hosted Platform and Application Services, for monitoring performance and access, for configuring security access controls and change management, and for supplying updates to correct errors in support of this Agreement; and (b) Client is responsible for properly implementing access and use controls and configuring certain features and functionalities of the Platform and Application Services that Client may elect to use in the manner that Client deems adequate to maintain appropriate security, protection, deletion, and backup of Client Data. Page 17 of 17 1603 Page 1 of 1 ACc R�� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD YYYY) I 11/30/2022 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. 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). PRODUCER CONTACT NAME: Willis Towers Watson Insurance Services West, Inc. Willis Towers Watson Certificate Center c/o 26 Century Blvd PHONE 1-877-995-7378FAX (A/C.No,Ext): (A/C No): 1-888-467-2378 P.0. Box 305191 E-MAIL - .— ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Federal Insurance Company 20281 INSURED - Innovative Interfaces, Inc. INSURER B: Great Northern Insurance Company 20303 3133 W Frye Road Suite 401 INSURER C: Chandler, AZ 85226 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W26786189 REVISION NUMBER: 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. INSR ADDL SUBR POLICYEXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDY/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED A PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 3604-45-27 12/01/2022 12/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO_ GENERAL AGGREGATE $ 2,000,000 JECT LOC PRODUCTS-COMP/OPAGG $ 1,000,000 OTHER: $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY X ANY AUTO (Ea accident) $ 1,000,000 B OWNED BODILY INJURY(Per person) $ SCHEDULED 7359-54-50 12/01/2022 12/01/2023 AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X H NON- D AUTOSIRED ONLY X AUTOSOWNE ONLY PROPERTY DAMAGE (Per accident) $ A X UMBRELLALIAB X OCCUR $ EACH OCCURRENCE $ 10,000,000 EXCESSLIAB CLAIMS-MADE 7818-26-80 12/01/2022 12/01/2023 AGGREGATE $ 10,000,000 DED RETENTION$ WORKERS COMPENSATION $ AND EMPLOYERS'LIABILITY X PER OTH- Y/N STATUTE ER A ANYPROPRIETOWPARTNER/EXECUTIVE 1,000,000 OFFICER/MEMBEREXCLUDED? No N/A (23) 7176-34-98 12/01/2022 12/01/2023 E.L.EACH ACCIDENT $ (Mandatory in NH) If yes,describe under E.L.DISEASE-EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE FOR INFORMATION PURPOSES ONLY ➢] ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 23375785 BATCH: 2758234 1603 Page 1 of 1 ACORO? CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/31/2022 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. 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). PRODUCER CONTACT Willis Towers Watson Certificate Center Willis Limited NAME: PHONE 51 Lime Street (A/C.No.Ertl: 1-877-945-7378 FAX 1-888-467-2378 (A/C,No): London, EC3M7DQ GBR E-MAIL ADDRESS: certificates@willis.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Lloyds Syndicate 2987 C0978 INSURED Clarivate Analytics US LLC INSURER B Innovative Interfaces, Inc. INSURER C: 3133 W Frye Road Suite 401 INSURER D: Chandler, AZ 85226 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W24945061 REVISION NUMBER: 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYW) (MMIDD/YYW) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Technology E&O 50483P22 06/01/2022 06/01/2023 Per Claim $5,000,000 Cyber Security & Privacy Liab Per Claim $5,000,000 Media Liability Per Claim $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE FOR INFORMATION PURPOSES ONLY ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 22649360 BATCH: 2544187