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HomeMy WebLinkAboutContract 31296 CITY CONTRACT CRENO I 02-02-05P03: 28 RCVD ��—_� 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 Richland Hills ("Richland Hills"), acting by and through Nelda S. Stroder , its duly authorized Mayor 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, §§ 79 1.001 et. seq. of the Texas Government Code, Fort Worth and Richland Hills entered into an interlocal agreement in City Secretary Contract No. 24757 under which Richland Hills purchased automated library system services from Fort Worth; and WHEREAS, City Secretary Contract No. 24757 expired on November 30, 2003; and WHEREAS, Fort Worth has continuously provided library services to Richland Hills from December 1, 2003 until the present date ("Interim Period"), and Richland Hills has continuously utilized and benefited from those services for the interim period; and WHEREAS, the governing bodies of Fort Worth and Richland Hills 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. 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, Richland Hills' 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 Richland Hills with certain associated maintenance services and administrative assistance. Richland Hills shall compensate Fort Worth for telecommunications access, maintenance and support services as provided in this Agreement. X1117 SCG. INPV 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 Richland Hills's public library or libraries and the Fort Worth Central Library necessary to provide Richland Hills with access to the System. Richland Hills 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. Richland Hills hereby grants Fort Worth and or the Vendor the right to all necessary access to Richland Hills's public libraries in order to maintain the Telecommunications Equipment. Richland Hills, at its sole cost and expense, shall have the right to add equipment on-site so long as (i) 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 Richland Hills with certain limited service support as follows: 3.3.1. Problem Resolution. Fort Worth shall provide telephone support for Richland Hills 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 Richland Hills 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 Richland Hills. 3.3.3. Replacement Equipment. Fort Worth will provide Richland Hills 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 Richland Hills at the time such equipment is provided. 3.3.4 Training. Fort Worth shall provide training to Watauga personnel that is necessary for operation of the system. This training may be at Fort Worth or on-site at Watauga. 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. Richland Hills has paid Fort Worth total compensation of Twelve Thousand Four Hundred Fifty Nine and 74/100 Dollars ($12,459.74) for automation and frame relay services continuously provided by Fort Worth during the Interim Period. 4.1.2 Renewal Period. Richland Hills shall also pay Fort Worth Seven Thousand Seven Hundred Thirty Eight and 50/100 Dollars ($7,738.50)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. Richland Hills shall make payment for the services specified above on or before the Effective Date of this Agreement. Richland Hills 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 Richland Hills with written notice thereof as far in advance as practicable of the increase. •J;:UII(G� �L4�� 4.3. Telecommunications Equipment and Su000rt. Richland Hills 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). Richland Hills 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 Richland Hills 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. DISCLAEVIER OF WARRANTIES,AND LEVUTATION OF LIABILITY. 5.1. Richland Hills acknowledges that Fort Worth leases its System from a third-party vendor. In addition, Richland Hills 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 Documents") are public documents on file in the City Secretary's Office of Fort Worth, are available for inspection and copying by Richland Hills during normal business hours and are incorporated herein by reference for all purposes. 5.2. RICHLAND HILLS UNDERSTANDS AND AGREES THAT FORT WORTH DOES NOT GRANT RICHLAND HILLS ANY RIGHT THAT IS GREATER THAN OR DIFFERENT FROM ANY RIGHT THAT FORT WORTH MAYHA VE UNDER THE SYSTEM DOCUMENTS IN ADDITION, RICHLAND HILLS UNDERSTANDS AND AGREES THAT FORT WORTH SHALL NOT BE LIABLE TO RICHLAND HILLS FOR ANY SPECIAL, DIRECT, BVDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SORT, INCLUDING WITHOUT LIMITATION, DAMAGES TO PROPERTY OR FOR PERSONAL INJURY, DEATH, LOSS OF PROFITS OR SAYINGS, LOSS OF USE OR ANY OTHER DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE AND WHETHER RESULTING FROM USE OF 771E SYSTEM OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ONLY TO 771E EXTENT CAUSED BY FORT WORTH'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 5.3. RICHLAND HILLS HEREBY ACUVOR'LEDGES AND REPRESENTS 7IIAT IT HAS INDEPENDENTLY DETERMINED, WITHOUT RELIANCE ON ANY REPRESENTA77ONS THAT MAY OR MAY NOT HAVE BEEN MADE BY 4 FORT WORTH, THAT THE SIZE, DESIGN, CAPACITY OF THE SYSTEM AND THE MANUFACTURER AND SUPPLIER ARE SATISFACTORY TO RICRLAND HILLS 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, RICHLAND HILLS HEREBY WAIVES ANY CLAIM IT MAYHA VE 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 parry 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, Richland Hills 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 Richland Hills's sole cost and expense, Fort Worth will provide Richland Hills with an industry-standard copy of Richland Hills's data base on a machine-readable tape in MARC format or such other format reasonably requested by Richland Hills and available to Fort Worth. Richland Hills understands and acknowledges that the services provided under this Agreement are largely contingent upon participation from Richland Hills and other community libraries within the vicinity of Fort Worth. Fort Worth intends to implement a newly designed Automated Library System in 2005. Richland Hills 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. Richland Hills shall be in default under this Agreement if Richland Hills (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 Richland Hills written consent for additional time to pay such compensation or other amounts) following receipt 5 by Richland Hills 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 Richland Hills 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 Richland Hills 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 Richland Hills 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 Richland Hills and terminate this Agreement immediately; (ii) recover from Richland Hills all compensation then due and unpaid; and (iii) recover from Richland Hills all compensation to become due, by acceleration or otherwise, during the remainder of the term of this Agreement, which sums Richland Hills 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 Richland Hills. 7. MISCELLANEOUS. 7.1. Ownership of Data Base. Richland Hills 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 Majeure. 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. n 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. Richland Hills shall provide Fort Worth with the name, direct phone number, facsimile number, and e-mail address of a Richland Hills 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 Richland Hills 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] CITY 6E 7 �, T. ` O '7M, ALN o EXECUTED in multiples this 14th day of December 2004 CITY OF ;ORT WORTH: CITY OF RICHLAND HILLS: By: By:YL& J •. L 3 y Wats N e: Nelda Strode;;&N Assistant City Manager Title: Mayor � A ATTEST: ATTEST: r By: By: ''•• ` Marty Hendrix Na e: City Secretary Title: APPROVED AS TO FORM AND LEGALITY: By: 2 ti . Maleshia B. Farmer Assistant City Attorney M& C: g R�� 1�r� 'it'h�i�JUI�) VOL � tT� W M' m O s � co -icQ m � L4.)LL cca S LL RE ca OL a� M R p a � C) -O .G rt 0- R. t/y 0. g. a C6 0 CD 0 �,. ._. CL CL 0 0a C-4 vi t0 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 Richland Hills ("Richland Hills") 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, Richland Hills needs access to Fort Worth's ILS System and may need access to Internet services in conjunction with use of the ILS system. Fort Worth is willing to grant Richland Hills access to the Network and the ILS System, subject to the terms and conditions set forth in this Agreement. Fort Worth and Richland Hills hereby agree as follows: 1. Grant of Limited Access 1.1 Access Richland Hills 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. Richland Hills can only enter the Network via Fort Worth's computer system; therefore, Fort Worth will provide Richland Hills with a password and access number or numbers as necessary to perform Richland Hills' 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 POC. 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. Third Party A business or entity that is not a formal or subsidiary part of the FWPL or the City of Fort Worth. 3. Network Restrictions 3.1. Richland Hills may not share any passwords or access number or numbers provided by Fort Worth except with Richland Hills' officers, agents, servants or employees who work directly with this project. 3.2. Richland Hills may not access the Network for any purpose other than those set forth in this Agreement. 3.3. Richland Hills acknowledges, agrees and hereby gives its authorization to Fort Worth to monitor and or perform an annual or semi-annual audit of Richland Hills' use of Fort Worth's Network in order to ensure Richland Hills' 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 Richland Hills, its officers, agents, servants or employees, of this Agreement and any other written instructions or guidelines that Fort Worth provides to Richland Hills pursuant to this Agreement, shall be grounds for Fort Worth immediately to deny Richland Hills access to the Network and Richland Hills' 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. 5. 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 Richland Hills' responsibility to maintain a secure environment. 8. Modifying or Changing Connectivity or Access All changes in access initiated by Richland Hills must 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, Richland Hills 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 Richland Hills, 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. EXHIBIT "C" LISTING OF.FORT WORTH PUBLIC LIBRARY HARDWARE INSTALLED AT RICHLAND HILLS PUBLIC LIBRARY Location: 6724 Rena Dr.,Richland Hills TX 76118 Name -Description Components Contivity 1100 Nortel Networks Contivity Extranet • Memory: 128 MB RAM; Security Switch 1100 series 32MB Flash, . 300 MHz processor, • LANMAN interfaces: -2 10/100BaseT 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. 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: 84METROPAC 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: 84METROPAC Page 2 of 2