HomeMy WebLinkAboutContract 54382 CSC No.54382
VENDOR SERVICES AGREEMENT
LYRASIS
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through Dana Burghdoff, its duly authorized Assistant City Manager,and LYRASIS ("Vendor"), a 501 c3
non-profit, acting by and through John Herbert, its duly authorized Senior Director of Technology &
Innovation, each individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
LYRASIS will provide cloud-based hosting services for the ArchivesSpace software.. Scope of
Services are described in Exhibit"A".
2. TERM.
This Agreement shall begin on August 1,2020("Effective Date")and shall expire on July 31,2021
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City
shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions
indefinitely,one-year renewal options, at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services and a Medium Size Category under this Agreement in accordance with the provisions of this
Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement for the first year
by City shall be in the amount of six thousand eight hundred dollars ($6,800.00). Vendor shall not
perform any additional services or bill for expenses incurred for City not specified by this Agreement unless
City requests and approves in writing the additional costs for such services. City shall not be Liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. TERMINATION.
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing Vendor with 30 days' written notice of termination. Vendor may terminate this Agreement at any
time and for any reason by providing City 30 days' written notice of termination.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
City of Fort Worth/LYRASIS Page 1 of 17
FT.WORTH,TX
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this.Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor,for itself and its officers,agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access; modify,delete or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
This section shall survive the expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
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employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractor. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents,servants, employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark,trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
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restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a)procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
Section 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(c) Professional Liability(Errors&Omissions):
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$1,000,000 Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage,
10.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear.The term City shall include its employees,
officers,officials,agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager, City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas, All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances; rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
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on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered, return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth LYRASIS
Attn:Dana Burghdoff, Assistant City Manager Vern Ritter, Chief Financial Officer
200 Texas Street 1438 West Peachtree Street NW, Ste 150
Fort Worth,TX 76102-6314 Atlanta, GA 30309
Facsimile: (817)392-8654 Facsimile: (404) 892-7879
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
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18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, epidemics, pandemics, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, 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 any provision of this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image,such as a
PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
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26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work under this
Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by
City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for
each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State
laws as well as establish appropriate procedures and controls so that no services will be performed by any
Vendor employee who is not legally eligible to perform such services.VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor,shall have the
right to immediately terminate this Agreement for violations of this provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that lie/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
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This provision shall only apply if Vendor has ten or more full time employees and this Agreement
is for $100,000.00 or more. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code,the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it:(1)does not boycott Israel; and
(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall
have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract.
31. CONFIDENTIAL INFORMATION
Vendor acknowledges that CITY is a governmental entity and is subject to the Texas Public
Information Act ("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the CITY's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto.
(signature page follows)
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City of Fort Worth(LYRASIS Page 9 of 17
IN WITNESS WHEREOF. the parties hereto have executed this Agreement in multiples this
dad of__
ACCEPTED AND AGREED:
CITY OF FORT NN't)RTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that 1 am the person
bAga,$urAlu7d f responsible for the monitoring and administration of
By: Dana Burghdoff( g31,20 1v:28CDT) this contract.including ensuring all performance and
Name: Dana Burghdoff reporting requirements.
Title: Assistant City Manager
08/31/2020
Date: .._ By:
Name: Timothy Shidal
APPROVAL RECOMMENDED: Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Marilyn Marvin
Title: Assistant Library Director By:
a44FosT�a Name: jessika Wilhams
ATTEST: A Title: Assistant City Attorney
ono o9 0
ld Ordinance No. 2416I 04 2020
V l/ pfXpSoOa
By: , CONTRACT AUTHORIZATION:
Name: 'Mary Kayser M&C:
Title: City Secretary
VENDOR:
LYRASIS ATTEST:
Bv: By:
Name:John Her Name:
Title: Senior Director of Technology& Title:
Innovation ,p
Date: 9LA,
Vendor Services Agreement
('itv of Fort A,orth 'LYRASIS OFFICIAL RECORD Page 10 of F7
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
The Scope of Services consists of two primary phases. The first phase focuses on setup and configuration.
The second phase focuses on roles and responsibilities after deployment.
PHASE I
SETUP CONFIGURATION. &CONVERSION SERVICES
Vendor will establish a virtual installation ("Instance") of the Vendor-hosted ArchivesSpace Service
(`Service") for the City within 21 business days of the Effective Date that is based on the current
community-supported version of the open-source software with Vendor-supplied modifications specific to
the Vendor hosting environment.
1. City will provide a host name for the public and staff interfaces within their domain and assign to them
the DNS details specified by Vendor.
2. Vendor will obtain and install the required SSL/TLS certificate for the City on the Instance during
installation.
3. The IP address assigned to the Instance remains the property of Vendor and/or its service providers.
The assigned IP address may change according to the technical needs of Vendor and its service
providers.
4. Vendor will create and install on the Instance one City-specific"branding template"plugin.This plugin
will apply the City's logo, background (image, gradient or color), and some localization (choice of
language for the public and staff landing pages).Additional customizations and/or template changes to
the City-specific plugin after formal Signoff may be requested by the City and, if accepted by Vendor,
will result in additional Configuration or Web Theming charges outlined in Exhibit B.
5. Vendor will provide initial training for City as follows:
a. Self-paced, web-accessed,pre-recorded video sessions and associated exercises.
b. The ArchivesSpace User Manual.
c. In addition, Vendor will provide links to context-sensitive help within the ArchivesSpace
application. This additional help feature is available to the City as part of a cooperative
agreement between Vendor and the ArchivesSpace Organizational Home. Access to the
context-sensitive help is limited to City's employees and further distribution of it to other
parties is not permitted.
b. The City does not choose to migrate any data into the Instance.
7. Upon completion of initial service delivery, configuration, data migrations, customizations, and
training, Vendor will present to the City the Service for formal Sign-off.The Sign-off process confirms
that the City accepts the Service as configured.The Sign-off will be executed under separate cover and
must be completed by the City within five business days. Customizations to the Service configuration
and/or added development work that is City-specific, including changes to the City's Theme,after City
Sign-Off will result in additional Configuration or WebTheming charges outlined in Exhibit B.
Vendor Services Agreement—Exhibit A
City of Fort Worth/LYRASIS Page 11 of 1'7
PHASE 11
HOSTING & SUPPORT SERVICES
The second phase focuses on roles and responsibilities of both the Vendor and the City after deployment.
VENDOR RESPONSIBILITIES
1. Vendor Hosting Services is a cloud-based, hosting service provider operating the community-adopted
version of the ArchivesSpace software platform. Vendor is an institutional member of the
ArchivesSpace community and as such, may contribute to the community code base. However, as a
community member,Vendor cannot assume responsibility for the consistent and effective operation of
the software itself. That responsibility lies solely within the ArchivesSpace community. This is the
fundamental precept of a community-supported software platform.
2. Vendor will provide the City,within the limits of the City's"ArchivesSpace Size"category, sufficient
computing,network capacity and disk storage to provide reasonable and customary performance of the
Service.
a. Vendor will be responsible for the necessary maintenance of the servers and any required ancillary
software for the normal performance of the Service.
3. Vendor will provide the Service twenty-four hours a day, seven days a week(24x7). City agrees that
from time to time the Service may be inaccessible or inoperable for any reason, including, but not
limited to:(i)equipment malfunctions;(ii)periodic maintenance procedures or repairs that Vendor may
undertake; or (iii) causes beyond the control of Vendor or which are not reasonably foreseeable by
Vendor, including interruption or failure of telecommunication or digital transmission links, hostile
network attacks,network congestion,and other failures.While Vendor has no control of the availability
of the Service; it will work with its service providers to maintain the availability level.
a. In the event of any loss or interruption of the Service, the City's sole and exclusive remedy and
Vendor' sole and exclusive liability shall be with respect to a loss or interruption that exceeds a
continual period of twenty-four hours, in which event City shall receive a credit against future
Service equal to a pro rata portion of Hosting Service fees for the period of downtime. An outage
is a critical system failure, not the expression of a bug in the software or its configuration.
4. Vendor will actively monitor the Service's status 24x7 with automated monitoring software that polls
servers and network devices.
5. Vendor will be responsible for daily backups of the Service and restoring from backup at no cost to the
City in the event of catastrophic failure.
a. If the City requests Vendor to restore data due to an action on the part of the City, Vendor at its
discretion may attempt to perform such a restoration. (Note: Restores will be limited to the entire
City database. Individual record/item restores are not available.) Such requests by the City will
incur additional Technical Support charges outlined in Appendix C.
6. Vendor will be responsible for installing all required community-adopted updates to the operating
system, software platform and other underlying applications to insure the security and continued
operation of the Service.
a. Vendor from time to time will also add additional functionality to the Service as developed by the
communities of the open-source projects upon which the Service is based.
Vendor Services Agreement—Exhibit A
City of Fort Worth/LYRASIS Page 12 of 17
b. Vendor will support community-adopted plug-ins as part of the Service. Some plug-ins, such as
maintenance plug-ins, will be installed by default.
7. The City may request the installation other third-party plug-ins into their Instance, although Vendor is
under no obligation to install them.The City must accept full responsibility for the operation and effects
of this third-party plug-in on its Instance and database.
8. Vendor, at its own discretion, may work to address software defects ("bugs" as described in Table 1,
Tier 2) as long as this development work can be contributed back to the appropriate open-source
community.
a. Bug fixes or workarounds performed at the request of and for the benefit of the City are considered
additional development work that Vendor may choose to undertake, and is subject to additional
Development Work charges as described in Exhibit B.
9. Vendor will control and provide support via its central administrative user account, which will be
inaccessible to the City.
Table 1 —Support Tier Definitions
Type
Service Description Classification
Level
3 Significant or complete loss of service Emergency.Vendor will diagnose and solve
affecting all users for which there is no the issues as soon as is reasonably possible and
workaround. (e.g.System up/down) restore the Service with minimized impact.
2 Errors or other software bugs that affect the on-Emergency,software-related"bugs".
functionality of the Service. Vendor will assist the City in documenting and
presenting these bugs to the ArchivesSpace
software development community but will not
unilaterally address a solution to the bug for
the City.
1 Usage and system administration/ on-technical,User.Vendor will provide
configuration issues. limited consultation to the City as described in
Exhibit B.
10. Support Tier Descriptions(see Table 1)
a. Support Window: 8:00 AM to 5:00 PM Eastern Time, Monday through Friday.
b. Response time during Support Window: Tier 3,within I hour;Tier 2,within next 2 business days.
c. Response time outside Support Window:Tier 3,9:00 AM Eastern Time next business day;Tier 2,
within next 2 business days.
d. Tier 1 issues(non-technical,user-level issues)usually will be handled by City staff. VENDOR will
provide a limited amount of technical support for Tier 1 issues as described in Exhibit B.
Vendor Services Agreement—Exhibit A
City of Fort Worth/LYRASIS Page 13 of 17
11. Vendor will from time to time take down the Service to perform server maintenance and install
hardware/software upgrades. Where possible, such planned downtime will be scheduled to minimize
the impacts on the City and its users of the Service.
a. In cases of planned/scheduled maintenance, Vendor shall give the City at least two weeks' notice,
if such scheduled maintenance requires the entire system to be unavailable.
b. In the case of emergency maintenance (such as installing critical security patches), Vendor will
give the City as much notice as reasonably possible, and will strive to limit the duration of the
downtime.
12. Where applicable, Vendor will provide to the City a list of supported platforms and technologies
(browser versions,settings,plug-ins,etc.).When Vendor receives requests for support where the user's
hardware and/or software does not conform to the published standards, Vendor shall, at its own
discretion, make a"best effort"attempt to assist the City.
CITY RESPONSIBILITIES
1. The City will provide Vendor with the names of up to three (3) Technical Contacts that may interact
with the Vendor helpdesk. Vendor will only respond to requests from the designated Technical
Contacts. Service requests from other parties will be referred back to the City's Technical Contacts.
2. The City is responsible for ensuring the confidentiality of all City passwords,If a City password is lost,
stolen,or otherwise compromised,the City shall immediately reset that password and notify Vendor of
the security breach of the password.
3. The City stipulates that there will not be sensitive, personally identifiable, or confidential information
about its students and staff input and maintained in the software and database.
4. The City is responsible for providing, updating, uploading, and maintaining any and all files, pages,
data, works, information and/or materials on, within, displayed, linked or transmitted to, from or
through the Service, including trade or service marks, images, photographs, illustrations, graphics,
audio clips, video clips, email or other messages, metadata, domain names, software and text ("City
Content").The City Content includes any registered domain names provided by City or registered on
behalf of City in connection with the Service.
S. Should the City anticipate major expansions of its content in the Instance or other significant increases
in usage of the Service, it will notify Vendor accordingly. Based on this notice, Vendor will adjust the
size and capability of the Instance to insure continued operation of the Service. Adjustments to the
hardware, software and/or bandwidth of the Instance based on the City's increased use may increase
the City's Size Option,and with that, may incur additional charges outlined in Exhibit B.
6. The City is responsible for all acts,omissions,and use under City's accounts or passwords in connection
with the Service or any City Content displayed, linked, transmitted through, or stored on the Service.
The City will not engage in unacceptable use of the Service, which includes use of the Service to: (i)
disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial email; (ii)
disseminate or transmit any material that to a reasonable person may be abusive,obscene,pornographic,
defamatory,harassing,grossly offensive,vulgar,threatening,or malicious;(iii)disseminate or transmit
files, graphics, software, or other material, data, or work that actually or potentially infringes the
copyright,trademark,patent,trade secret, or other intellectual property right of any person; (iv)create
Vendor Services Agreement—Exhibit A
City of Fort Worth/LYRASIS Page 14 of 17
a false identity or to otherwise attempt to mislead any person as to the identity, source, or origin of any
communication;(v)export,re-export, or permit downloading of any message or content in violation of
any export or import law, regulation, or restriction of the United States and its agencies or authorities,
or without all required approvals, licenses, and exemptions; (vi) interfere, disrupt, or attempt to gain
unauthorized access to any computer system,server,network,or account for which City does not have
authorization to access or at a level exceeding City's authorization; (vii) disseminate or transmit any
virus, trojan horse, or other malicious, harmful, or disabling data, work, code, or program; or (viii)
engage in any other activity deemed by Vendor to be in conflict with the spirit or intent of this
Agreement or any Vendor policy.
7. The Service operates under the "safe harbor" provisions of the Digital Millennium Copyright Act
(DMCA). Repeated instances of copyright infringement are grounds for material breach of this
Agreement and subsequent Termination of the Service.
a. Vendor will respond to DMCA notice and takedown obligations received by its Copyright Agent
by setting the status of the objects to"inactive",thereby removing them from the search index and
public view. Vendor will notify the City of this action within 72 hours by e-mail or other form of
written correspondence.
If a counter-notice is received by the Vendor Copyright Agent, Vendor may send a copy of the
counter-notice to the original complaining party informing that person that it may cease disabling
the inactive objects in 10 business days. Unless the copyright owner files an action seeking a court
order against the City, the removed Content may be replaced, or access to it restored, in 10 to 14
business days after receipt of the counter-notice,at VENDOR' sole discretion.
Vendor' designated Copyright Agent to receive notifications and counter-notifications of claimed
infringement as of the Effective Date is Vern Ritter, 1438 West Peachtree NW, Suite 150,Atlanta,
GA 30309; e-mail; vern.ritter@Vendor.org. Subsequent registrations with of Copyright Agents
with the U.S. Copyright Office may supersede this designation.
b. If the City receives a DMCA-related notice,they are responsible for addressing and responding to
such notice in whatever manner they deem appropriate.
8. Solely for the purpose of operating the Service,the City hereby grants to Vendor permission to modify,
adapt, transmit, reproduce, create derivative works from, and display City Content, and any other
actions that may be necessary to allow the Service to operate effectively.This license exists only for as
long as the City elects to include City Content on the Service and will terminate at the time the City or
VENDOR removes the City Content from the Service
Vendor Services Agreement—Exhibit A
City of Fort Worth/LYRASIS Page 15 of 17
EXHIBIT B
PRICE SCHEDULE
Vendor provides the following fee schedule based on the number of finding aids.
Size Category No.of Finding Aids Hosting Fee
i. Small up to 100 $4,200
ii. Medium 101-400 $6,800
iii. Large more than 400 $9,800
1. Based on the Vendor's ArchivesSpace Instance Size definitions on the Effective Date, the City's
Instance is deemed to be in the Medium category.
a. This sizing will be reviewed each year at Renewal and Vendor reserves the right to change/upgrade
the City's Instance Size and charge corresponding fees.
b. During the Agreement Term, if the Service has a decreased level of performance and availability
due solely to the growth of the City's Instance,the City may request an increase in its Size category
to ensure consistent,appropriate service use.Any additional charges that result from an upgrade to
the Size will be applied on a prorated basis for the remainder of the current annual Term.
2. One-time Setup Fee will be:N/A
• Basic Setup including one City-specific Branding Template Plugin and access to video training and
user manual.
3. Annual Hosting and Support charges for this Size category wiI] be: $6,800
• This include API access, automatic updates, daily backups, monitoring and tuning of the Service,
and a support-ticket system where the City can request technical support.
4. Additional and/or Optional Services, if in force, will be charged at these rates.The City has not chosen
any additional services.
• Additional Technical Support—$200 per hour
• Additional Configurations, Web Theming, or Development Work—$200 per hour
• Reporting/Read-only access to City's database—One-time setup charge of$475,plus$360 per year
• LDAP AuthN/AuthZ/oauth—One-time setup charge of$475, plus$450 per year
Vendor Services Agreement—Exhibit B
City of Fort Worth/LYRASIS Page 16 of 17
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
LYRASIS
1438 WEST PEACHTREE STREET NW,STE 150
ATLANTA,GA 30309
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual flmds.
Execution of this.Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been Luar:ted by proper order, resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on')e warranty and representation
set forth in this Form in entering into any agreement or amendment w �,� `Jt'ndor. vendor will submit an
updated Form within ten (10) business days if there are any changes w `ihe sign-atory authority. City is
entitled to rely omai*current executed Form until it receives a revised Form that has been properly executed
by Vendor.
l. Name:John Herbert
Position:SWct r offechnology R Innovation
Signature
1 Name:
Position:
Signature
3. Name:
Position:
aureo
Other Title: (f I' U
Date: 9 ?o ,?,o 20
Vendor Services Agreement-Exhibit C
City of Fort Worth/LYRASIS Page 17 of 17