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HomeMy WebLinkAboutContract 30703 CITY SECRETARY) u'j CONTRACT NO. ( f I �- INTERLOCAL AGREEMENT FOR PURCHASE OF LIBRARY SERVICES This Interlocal Cooperation Agreement for Library Services ("Agreement") is made and entered into by and between the City of Fort Worth ("Fort Worth") acting by and through Libby Watson, its duly authorized Assistant City Manager, and the City of Haltom City ("Haltom City"), acting by and through _ Tom Muir its duly authorized City Manager �. WHEREAS, Fort Worth operates an automated library system (collectively the "System") that uses advanced technology specifically designed for the efficient processing of library materials and library services; and WHEREAS, the System is adaptable to provide similar services to other libraries in the vicinity of Fort Worth; and WHEREAS, pursuant to authority granted by the Interlocal Cooperation Act, §§ 791.001 et. seq. of the Texas Government Code, Fort Worth and Haltom City entered into an interlocal agreement in City Secretary Contract No. 24763 under which Haltom City purchased automated library system services from Fort Worth; and WHEREAS, City Secretary Contract No. 24763 expired on November 30, 2003; and WHEREAS, Fort Worth has continuously provided library services to Haltom City from December 1, 2003 until the present date ("Interim Period"), and Haltom City has continuously utilized and benefited from those services for the interim period, and WHEREAS, the governing bodies of Fort Worth and Haltom City now wish to enter into a renewal agreement for library services, and further find that this contract is in the common interest of both parties. NOW THEREFORE, the parties agree as follows.- 1. ollows:1. PURPOSE AND SCOPE. The purpose of this Agreement is to promote the efficient provision of automated library services in public libraries in Tarrant County, Texas. A host computer located at Fort Worth's Central Library is the base of all operations related to the System. The System serves all of Fort Worth's branch libraries. Subject to and in accordance with this Agreement, Haltom City's public libraries will receive access and be linked to the System to the extent provided in Exhibit "A," which is attached hereto and hereby made a part of this Agreement for all purposes herein. Fort Worth will also provide Haltom City with certain associated maintenance services and adrrunistrative assistance. Haltom City shall compensate Fort Worth for telecommunications access, maintenance and support services as provided in this Agreement. "J ' NZO 2. TERM. This Agreement shall commence on the date of its execution ("Effective Date") and expire on September 30, 2005 ("Renewal Period"), unless terminated earlier in accordance with this Agreement. The parties may renew this Agreement mutually and in writing on an annual basis. 3. SERVICES PROVIDED. 3.1. Telecommunications Access to System. Fort Worth or a third party vendor selected by Fort Worth ("Vendor") shall maintain all telecommunications hardware, software, wiring and other equipment ("Telecommunications Equipment") at both Haltom City's public library or libraries and the Fort Worth Central Library necessary to provide Haltom City with access to the System. Haltom City shall have access to the Fort Worth System in accordance with Fort Worth's standard outside network connections policy, attached as Exhibit "B" and hereby incorporated into this Agreement for all purposes herein. Haltom City hereby grants Fort Worth and or the Vendor the right to all necessary access to Haltom City's public libraries in order to maintain the Telecommunications Equipment. Haltom City, at its sole cost and expense, shall have the right to add equipment on-site so long as (1) the addition of such equipment is approved in writing by Fort Worth or the Vendor and (ii) the addition of such equipment does not interfere with the use and enjoyment of the System by Fort Worth or any other community that has the right to utilize the System. 3.2. Maintenance of System. During normal business hours, Fort Worth or the Vendor will provide maintenance for the System functions and equipment. 3.3. Service Support. Fort Worth will provide Haltom City with certain limited service support as follows: 3.3.1. Problem_ Resolution. Fort Worth shall provide telephone support for Haltom City in the diagnosis of hardware, software and other operational problems related to the System. Fort Worth will use its best efforts to provide additional reasonable on-site assistance to Haltom City personnel as reasonably necessary and as is reasonably available. 3.3.2. Management Reports. Fort Worth shall produce overdue notices, bills and statistical reports in a form and on a schedule mutually agreed to in writing by Fort Worth and Haltom City. 3.3.3. Replacement Equipment. Fort Worth will provide Haltom City with replacement equipment, if and when it is needed and available, on a short- term, temporary basis and in accordance with terms and conditions agreed to in writing by Fort Worth and Haltom City at the time such equipment is provided. 3.3.4 Trainine. Fort Worth shall provide training to Haltom City personnel that is necessary for operation of the system. This training may be at Fort Worth or on-site at Haltom City. 3.3.5 Warranty of Services. Neither Fort Worth nor the Vendor shall guarantee services for circuit disruptions outside the control of Fort Worth and or the Vendor. Such disruptions may include, but are not limited to, functional or performance deficiencies of the Vendor or increases in usage by other community libraries that exceed planned usage. Service issues will be handled on a best effort basis in conjunction with the Vendor's performing warranty work. 4. COMPENSATION. 4.1. System Access. 4.1.1 Interim Period. Haltom City has paid Fort Worth total compensation of Fifteen Thousand Three Hundred Ninety Three and 44/100 Dollars ($15,393.44) as total compensation for automation and frame relay services continuously provided by Fort Worth during the Interim Period. 4.1.2 Renewal Period. Haltom City shall also pay Fort Worth Ten Thousand Six Hundred Seventy Two and 20/100 Dollars ($10,672.20) for use and access to the System for the Renewal Period. This cost shall include all fees for software licenses and equipment necessary to access and operate the System. Haltom City shall make payment for the services specified above on or before the Effective Date of this Agreement. Haltom City may purchase additional software licenses and equipment through Fort Worth at a price determined at the time and at the then-existing manufacturer's or vendor's price. 4.2. Maintenance. The maintenance fee for this Agreement shall be included in the price for the Renewal Period set forth in Section 4.1.2. Fort Worth may unilaterally increase the maintenance fee by up to ten percent (10 %) in order to cover increases in Fort Worth's costs for such maintenance. In the event of an increase, Fort Worth will provide Haltom City with written notice thereof as far in advance as practicable of the increase. f � :1 .� : gF t r 4.3. Telecommunications Equipment and Support. Haltom City shall pay Fort Worth an equipment and support fee in order to reimburse Fort Worth for all costs associated with the provision of the Telecommunications Equipment and other related System hardware, software and services in accordance with Exhibit "C," attached hereto and hereby made a part of this Agreement for all purposes. This fee for the renewal period shall not exceed Seven Thousand One Hundred Twenty One and 24/100 Dollars ($7,121.24). Haltom City shall pay Fort Worth the equipment support fee on or before December 1, 2004, 4.4. Interlibrary Loan and Reciprocal Borrowing In-Kind Services. As part of this consideration for and to further the purpose of this Agreement, Fort Worth and Haltom City shall provide interlibrary loan, reciprocal borrowing services and delivery to qualified patrons of the other's library system at no charge either to the parties or their patrons. 5. DISCLAIMER OF WARRANTIES AND LEMTATION OF LIABELITY. 5.1. Haltom City acknowledges that Fort Worth leases its System from a third-party vendor. In addition, Haltom City acknowledges that operation of the System by Fort Worth is largely dependent on software license agreements and other documents required by the vendor or a respective manufacturer. All contracts, purchase agreements, leases, software licenses and other documents related to the System ("System Documeuts") are public documents on file in the City Secretary's Office of Fort Worth, are available for inspection and copying by Haltom City during normal business hours and are incorporated herein by reference for all purposes. 5.2. HALTOM CITY UNDERSTANDS AND AGREES THAT FORT WORTH DOES NOT GRANT HALTOM CITY ANY RIGHT THA T IS GREA TER THAN OR DIFFERENT FROM ANY RIGHT THAT FORT WORTH MA Y IIA VE UNDER THE SYSTEM DOCUMENTS. IN ADDITION, HALTOM CITY UNDERSTANDS AND AGREES THAT FORT WORTH SHALL NOT BE LIABLE TO HALTOM CITY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OFANYSORT, INCLUDING WITHOUTLIMITATION, DAMAGES TO PROPERTY OR FOR PERSONAL INJURY, DEATH, LOSS OF PROFITS OR SAVINGS, LOSS OF USE OR ANY OTHER DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE AND WHETHER RESULTING FROM USE OF THE SYSTEM OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR PERSONAL IN.IURY OR PROPERTY DAMAGE ONLY TO THE EXTENT-CA USED BY FORT WORTH'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 5.3. HALTOM CITY HEREBY A CKNO WLEDGES AND REPRESENTS THAT IT HAS INDEPENDENTLY DETERMINED, WITHOUT RELIANCE ON ANY REPRESENTATIONS THAT MAY OR MAY NOT HAVE BEEN MADE BY FORT ;fir-?1V V?r WORTH, THAT THE SIZE, DESIGN, CAPACITY OF THE SYSTEM AND THE MANUFACTURER AND SUPPLIER ARE SATISFACTORY TO HALTOM CITY IN ALL RESPECTS AND FOR ALL INTENDED PURPOSES FORT WORTH HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, QUALITY, CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, OR AS TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. AS TO FORT WORTH, HALTOM CITY HEREBY WAIVES ANY CLAIM IT MAY HAVE REGARDING, WITHOUT LIMITATION, THE DESIGN, CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, AND ANY CLAIM IT MAY HAVE AS TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. 6. TERMINATION. 6.1. By Either Party. Either party may terminate this Agreement by providing written notice to the other party at least sixty days (60) days in advance. In the event of such termination, Haltom City shall pay Fort Worth all compensation due hereunder through the effective date of termination. No advance payments to Fort Worth received prior to the effective date of termination shall be refunded. Within ninety (90) days of the effective date of termination, at Haltom City's sole cost and expense, Fort Worth will provide Haltom City with an industry-standard copy of Haltom City's data base on a machine-readable tape in MARC format or such other format reasonably requested by Haltom City and available to Fort Worth. Haltom City understands and acknowledges that the services provided under this Agreement are largely contingent upon participation from Haltom City and other community libraries within the vicinity of Fort Worth. Fort Worth intends to implement a newly designed Automated Library System in 2005. Haltom City will have the option to negotiate a new agreement with terms and conditions relative to Fort Worth's upgraded system prior to implementation of the new system. 6.2. Default. 6.2.1. Defined. Haltom City shall be in default under this Agreement if Haltom City (i) fails to pay any compensation or other amounts payable hereunder for a period of ten (10) days or more (unless Fort Worth has given Haltom City written consent for additional time to pay such compensation or other amounts) following receipt by Haltom s1 City of written notice thereof or (ii) takes any action that materially prevents Fort Worth from performing its duties and obligations hereunder (such as, for illustrative purposes only, restricting access for installation of the System) and such condition continues for a period of thirty (30) days or more following receipt by Haltom City of written notice thereof(collectively an "Event of Default"). 6.2.2. Remedies. Fort Worth's ability to pay for the System is due, in part, to the anticipated receipt of compensation from Haltom City per this Agreement and from other Tarrant County communities linked to the System pursuant to similar agreements. In reliance on this participation and joint cooperation by Haltom City and such other communities, Fort Worth has entered into System Documents with multiple-year terms that have required advance planning and long-term financial commitments. Therefore, if an Event of Default occurs, Fort Worth may exercise any and all of the following remedies: (i) declare an Event of Default in writing to Haltom City and terminate this Agreement immediately; (ii) recover from Haltom City all compensation then due and unpaid, and (iii) recover from Haltom City all compensation to become due, by acceleration or otherwise, during the remainder of the term of this Agreement, which sums Haltom City hereby agrees to appropriate at such time. 6.3. Termination of System Documents. If any of the System Documents are terminated and such termination materially prevents Fort Worth from performance under this Agreement, Fort Worth may immediately terminate this Agreement upon provision of written notice to Haltom City. 7. MISCELLANEOUS. 7.1. Ownership of Data Base. Haltom City shall at all times retain ownership and use of its database, including patron files and records. 7.2. No Waiver. The failure of either party to insist upon the performance of any provision or condition of this Agreement or to exercise any right granted herein shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 7.3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 7.4. Force Maieure. The parties shall exercise their best efforts to meet their respective duties and obligations hereunder, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any state or federal law or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems or existing contractual obligations directly related to the subject matter of this Agreement. 7.5. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action brought on the basis of this Agreement shall lie exclusively in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. In any such action, the prevailing party shall recover from the other all reasonable attorneys' fees, court costs and other reasonable expenses incurred as a result of the action. 7.6. System Documents Control. In the event of any conflict between this Agreement and the System Documents, the System Documents shall control. 7.7. Notices. Haltom City shall provide Fort Worth with the name, direct phone number, facsimile number, and e-mail address of a Haltom City employee who will be a responsible contact for all issues involving this Agreement. 7.7. Entirety of Agreement. This written instrument, including all Exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between Fort Worth and Haltom City as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. This Agreement may not be amended unless set forth in writing and signed by both parties. [Signature page follows] A WFORPNI RK'. 6,(_)h ( )h �r _l L EXECUTED in multiples this day of ` �_ 20 C�` CITY OF FORT WORTH: CITY OF HALTOM CITY: By: By. Li y Watso Name: �Tim Muir Assistant City Manager Title: _\ ATTEST: ATTEST.- Marty TTEST:Marty Hendrix Name: en t City Secretary Title:CC aa APPROVED AS TO FORM AND LEGALITY: By Maleshia _ Farmer Assistant City Attorney ' N CD O �. (U CD W a E _ .r C3. O co -3 C: L o `C 3 :a N .�..,. 4r � u1 Qco . 023 115 c p U :- cz ° u� �pJ iio z V U m' d .�,,, ,+,� � fl z a� X o . 3 LL wo co U p U cc cc C o Z, En L) co °' o a� > 0 C CL {LS 4 < -0 CD �. �� Z CU W m E. i _ N ` () wx U Q C1 W EXHIBIT "B" ACCESS AGREEMENT AND EXTRANET CONNECTION STANDARD The City of Fort Worth ("Fort Worth") owns and operates a file server computer system and network (collectively the "].Network"). The City of Haltom City ("Haltom City") wishes to access a subset of Fort Worth's network, specifically, the Integrated Library System ("ILS System"), for library and patron services. In order to receive the necessary services, Haltom City needs access to Fort Worth's ILS System and may need access to Internet services in conjunction with use of the LLS system. Fort Worth is willing to grant Haltom City access to the Network and the LLS System, subject to the terms and conditions set forth in this Agreement. Fort Worth and Haltom City hereby agree as follows: 1. Grant of Limited Access 1.1 Access Haltom City is hereby granted a limited right of access to Fort Worth's Network for the sole purpose of utilizing Library and patron services provided under this Agreement. Haltom City can only enter the Network via Fort Worth's computer system; therefore, Fort Worth will provide Haltom City with a password and access number or numbers as necessary to perform Haltom City's duties. 1.2 Hardware All hardware, circuits, and related gear covered under this Agreement should be placed in secure location, clearly marked. Fort Worth personnel should be provided access to all hardware through the designated Point of Contact (POC) as set forth in Section 6 of this Agreement. 2. Definitions Circuit For the purposes of this Agreement, circuit refers to the method of network access, whether it is through traditional ISDN, Frame Relay etc. or via Virtual Privacy Network (VPN) encryption technologies. Sponsoring Organization Fort Worth Public Library (FWPL) is the sponsoring organization that has requested that third party cities gain access to the FWPL ILS System and the City of Fort Worth network. 1 Third Party A business or entity that is not a formal or subsidiary part of the F WPL or the City of Fort Worth. 3. Network Restrictions 3.1. Haltom City may not share any passwords or access number or numbers provided by Fort Worth except with Haltom City's officers, agents, servants or employees who work directly with this project. 3.2. Haltom City may not access the Network for any purpose other than those set forth in this Agreement. 3.3. Haltom City acknowledges, agrees and hereby gives its authorization to Fort Worth to monitor and or perform an annual or semi-annual audit of Haltom City's use of Fort Worth's Network in order to ensure Haltom City's compliance with this Agreement. Fort Worth will provide at least thirty (30) days written notice of any intent to conduct such audit. 3.4. A breach by Haltom City, its officers, agents, servants or employees, of this Agreement and any other written instructions or guidelines that Fort Worth provides to Haltom City pursuant to this Agreement, shall be grounds for Fort Worth immediately to deny Haltom City access to the Network and Haltom City' s data. Fort Worth may also exercise any other remedies that Fort Worth may have under this Agreement or at law or in equity. 4. Third Party Connection Connections between Fort Worth and third parties that require access to the Fort Worth's resources fall under this standard, regardless of whether a telecommunications circuit (such as frame relay or ISDN) or Virtual Privacy Network (VPN)technology is used for the connection. All new connection requests between third parties and the sponsoring organization require that representatives of the third party and the sponsoring organization are in agreement regarding the connection. S. Security Review All new extranet connectivity will go through a security review with the Information Security department (IT Solutions) either annually or semi-annually to insure that the connection is consistent with this agreement. The reviews are to ensure that all access matches the business requirements in the best possible way, and that the principle of least access is followed. 6. Point of Contact The sponsoring organization must designate a person to be the Point of Contact (POC) for the Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible for those portions of this policy as they may relate to the Access agreement. A second POC should also be listed. In the event that the POC changes, IT Solutions must be informed promptly. Fort Worth will contact the POC for security audits of facilities and services covered by this agreement. Fort Worth's primary contact for the auditing process shall be the Manager of Information Security for the City of Fort Worth. 7. Establishing Connectivity The sponsoring organization should provide secure facilities for network gear and work with the Fort Worth staff to initiate and secure the connectivity. All connectivity established must be based on the least-access principle, in accordance with the approved business requirements and the security review. Fort Worth relies upon the third party to take reasonable precautions for protecting Fort Worth's network from exposure to virus infection, malware, or any other security threat. Reasonable precautions include, but are not limited to, keeping virus protection up to date within the sponsoring organization's network and maintaining security patches and fixes on patron workstations. Virus file definitions should be updated on a weekly basis through an automated process. In general, security patches and fixes should be applied minimally every three months and critical updates should be implemented within one month of release. Neglecting to take reasonable precautions may result in denial of access to the Network. The City of Fort Worth may consult and assist with maintaining these reasonable precautions if resources are available; however, Fort Worth is not responsible for or obligated to guarantee such precautions. It is Haltom City's responsibility to maintain a secure environment. 8. Modifying or Changing Connectivity or Access All changes in access initiated by Haltom City roust be accompanied by a valid business justification, and are subject to security review. Any changes to be implemented to Fort Worth's Network must adhere to Fort Worth's Change Management Process. A copy of the Change Management Process is available upon request. The sponsoring organization is responsible for notifying IT Solutions when there is a material change in their originally provided information so that security and connectivity evolve accordingly. 9. Terminating Access When access is no longer required, Haltom City must notify Fort Worth in writing within sixty (60) days. This may mean a modification of existing permissions up to and including terminating the circuit, as appropriate. If during the course of an audit of the facilities and services provided to Haltom City, the connections are found to be deprecated, or are being used in a manner inconsistent with this agreement, access may be terminated immediately. IT Solutions will notify the POC or the sponsoring organization of the change prior to taking any action. n i. -IC EXHIBIT "C" LISTING OF FORT WORTH PUBLIC LIBRARY HARDWARE INSTALLED AT HALTOM CITY PUBLIC LIBRARY Location: 3201 Friendly Lane, Haltom City TX 76117 Name Description Components Contivity 1100 Nortel Networks Contivity Extranet . Memory: 128 MB RAM; Security Switch 1100 series 32MB Flash • 300 MHz processor, • LAN/WAN interfaces: - 2 10/10013aseT Ethernet ports (RJ-45), - Management/console port (DB-9). • Contivity O/S with 5 tunnels and RIPv2 routing • Contivity Stateful Firewall; Baystack 470 Nortel Netwoks Baystack 470 48T Stackable Ethernet Switch series 48T Switches. 1 yy R WIM4 1 UAL City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/7/2004 DATE: Tuesday, September 07, 2004 LOG NAME: 84METROPAC REFERENCE NO.: **C-20264 SUBJECT: Interlocal Agreements for Automated Library Circulation and Related Services between the City of Fort Worth and the Cities of Haltom City, Keller, Richland Hills and Watauga, Texas RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to extend Interlocal Agreements with Haltom City, Keller, Richland Hills, and Watauga, Texas for the provision of automated library and supporting telecommunications services by the City of Fort Worth through September 30, 2005. DISCUSSION: On June 25, 1985, the City Council approved the purchase of an automated library system for the Fort Worth Public Library. In planning for that system and its successors, Fort Worth was allowed to offer automated library services to other libraries in the North Texas Regional Library System on a cost-sharing basis. On December 15, 1998, the City Council approved M&C C-17189. It renewed existing Interlocal Agreements between Fort Worth, Haltom City and Keller. It also authorized new agreements between Fort Worth, Richland Hills and Watauga. Under these agreements, the Fort Worth Public Library provides automated library services and supporting telecommunication services for these four cities. These services are provided on a cost-sharing basis. Each city pays Fort Worth its share of the costs associated with the automated library system and telecommunications network. The new agreements reflect each city's share of the system and telecommunication costs, as well as the cost increase for the library's telecommunication network upgrade, M&C P-9982. Expected revenues from each city during this agreement period (FY03/04 — FY04/05) are: City Amount Haltom City $ 33,187 Keller $ 38,946 Richland Hills $ 27,319 Watuaga $ 35,127 All revenue from selling shares in the Fort Worth Public Library's automated system will be deposited in the Library Automated System Sharing Special Revenue Fund. This account is reserved for future expansion of the Library's central site computer hardware and software. Logname: 84N ETROPAC Page 1 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Administrative Division of the Library Department will be responsible for the collection of funds due to the City under these contracts. All costs associated with this contract will be borne by the cities of Haltom City, Keller, Richland Hills, and Watauga. There will be no direct cost to the City of Fort Worth. TO Fund/Account/Centers FROM Fund/Account/Centers GR03 467092 084840010000 $134,579.52 Submitted for City Manager's Office b . Libby Watson (6183) Originating Department Head: Gleniece Robinson (7706) Additional Information Contact: Gleniece Robinson (7706) Logname: 84N ETROPAC Page 2 of 2