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HomeMy WebLinkAboutContract 47273 (2)e 0, 61 3017:tt_ailIVED 0 zais Cr(MY Of tog yam SICEETO 6) cY 0 sos 117 • R1 iAO`.:A.I.i AC REji it1 ENT FOR I:f T3RARf SERVICES This lnverlocal Agreement for Library Services ("Agreement") is made and entered into by and between the City of Fort Worth ("Fort Worth") and the City of Watauga {"MetrOPAC Library"), acting by and through Greg Vick, its duly authorized City Manager. WHEREAS, the Texas State Legislature. has authorized the tbrmation of interk cal cooperating contracts bet\fveen and among governmental entities; and % 'H R.EAS, this Agreement is Made unzicr the authority granted by and pursuant to Chapter 791 of the Texas Government Code which authorizes Fort Worth and NffetrOPAC Library to enter into IhN Agreement t for purposes of providing a governmental runcti n or service that each party to the contract is authorized to perform individually; and %' `H. REAS., Fort Worth operates a System that uses advanced tcchnoiogy specifically designed by System Vendor for the efficient. circulation; cataloging; acquisition: and processing of library materials, maintenance. cif customer accounts, and access to online databases and other electronic materials: and WHEREAS, AS, the System is adaptable to 1provide similar ar- services to other libraries in the vicinity of tort Worth; and WHEREAS, AS, the cities of Fort Worth, B *nbrook. Burleson, Haltom City. Keller, Richland Hills, and Watauga have joined to. create the MetrOPAC Library. Consortium to receive automated library system services from Fort forth, provide reciprocal borrowing services for their residents, and negotiate cooperative library material purchasing and licensing agreements; and WHEREAS, the governing bodies of Fort Worth and MetrOPAC f_1i br•Eiry pr•eviousl entered into an interlocal agreement in .City Secretary Contract No 33209 and now wish to s enter into a new agreement for library services: and % `i-IEREAS, the governing bodies of Fort Worth and l`tletr( )PAC Library find th it this Agreement is necessary for the benefit of the public and the performance or this Agreement is in the common interest of both parties: and WHEREAS, the governing bodies of Fort Worth and MetrOPAC Library have authorized entering into this Agreement and WHEREAS, the governing bodies ofFort Worth and MetrOPAC Library, in pay ing f _Tr the performance of governmental functions or in performing such governmental functions, shall make payments only from current revenues legally available to such party Uill LEI a.11.s.Ull 1 kill ..t.n..a La N SO. ill 6 Ii . I oil) ti •. 1 N. Sot II 1i1b1 LI141..nL4rd, Iti.� J ais..LL.. ..I:.JjiI.gar 111.i.. it..4.Lill Atli. • ii.Lela 1 ail.1 a jasaiy11114 de, AIle YLr.Yr,y1.I.MRM.4J.alI IaIii!U40:16•ell .111.S.,I.F.rh. i.14 • want `viettOPAC 1ntertocaI Agreement 2015 l-M-tetrOPAC Library] Page f OFFICIAL RECORD CFY SECRETARY Ft WORTH, TX NO\V TII.EREFORI: CONSIDER.\"I i() S c i the 111rlttlal pit}rllises anti af°reemenls contained herein, the parties do hereby a2,rcc l'he Contract documents shall include the I'Mlo into: I. Tlhis interlocal Agreement for T.ihrtlry Services 2, Exhibit A-Sy:'tem Buy -hi Costs ;. Exhibit i3—St<tndatd System ►. Exhibit C —PC Wm}<stat:on (tcgtlircnlcnts and Remote Desktop Services All Exhibits attached hereto are incorporated herein aticl made a part of this Agreement for all purposes. In the event of any conflict bet\tuen tllc documents. the terms and condition, of this Interlocai AUreenlent for Library Services shall eu}ntrcd. 1. DE1F INIT1() SS. Effcctiv parties. Date is the tidal date (ln L 1liilt tlti Agreement has been executed bti both 1.2. Integrated Library System (11,S) is an advrtt designed for the eflieient circulation: c:rtaIo in„ materials. maintenance of customer accounts. and electronic resources. ccd technology software specifically cluisitiil' and processing of. library cress to unlinc databases and other 1.3. Live Date is the day on which the Library uses the System in a live, production mode for normal daily business. including searching the public access catalog and circulatiti" materials. 1.4. MetrOPAC is a consortium of libraries in "Tarrant County. 'I'esas whose members receive automated library system service` fr.m1 the Tort Worth Library Members share the into`rated library system database. provide reciprocal borrowing� services for their residents. and negotiate cooperative library material purchasing and licensing agreements. 1.5. Polaris Profile is each library's Polaris settings that manage the library's item, records*. borrower permissions; loan periods; fines rcpor1s: bibliographic record import rules holds: orders EDI processes: invoices: serials check -in; bibliographic, and botro\ver •end tees- notices statistics: materials budgets; purchase claims: and tnventk ry. 1.6. PowerP.AC is the public intcrtilcc for the Polaris stistem. It provides information about the libraries' holdings. 1t enables the public to ninth titles owned by the library. place holds on materials. build and stcre reading, lists, recommend and comment on titles, pay fines. and manage their library accounts. 1 t also provides access to the libraries' electronic resources. ttr()PA(= IntertocaI A, reemenr 2015 [\4ietrOl'A( I.it,rarv] 1.7. Standard System is the Polaris products integrated and i r purchase cis described in Exhibit 13. system and e..is11n2 and new third -party part of the initi;i) s\sic•in implementation 8. System is the integrated lihrary s\.stun operated by Fort \\orth. 1.9. System Documents are all contracts, purchase agreements. leases. ;oi't\\.are licenses and other documents related to the System. 1.10. System Implementation is the process of planning and ini`,ratin« from the existing system ti Prldris and training staff to use the new Ssstern. Systi=m Implementation includes integiatin! existiii Third -Party equipment, soft ware. and services with the Polaris System. 1.11. S}stem Vendor is GIS Systems, doint business as Pnluris 1,ihrary S\stems. 1.12. Third -party is any individual or entity other than the parties to this Agreement that provides a product or service that interfaces vvith the System. Third -party products and services can be obtained directl\ by the \letr(.)1'.-\C Library. purchased or licensed by the City of Fort Worth I )1 the mutual benefit of the 1\9etiOPAC Consortium. 2. PURPOSE AND SCOPE. The purpose of this Agreement is to promote the efficient provision or automated library services in public libraries in Tarrant Count\. Texas. Port Worth's Central Library is the hase of all operations related to the System. The System serves all of Fort Worth's libraries as well as other Tarrant County libraries that cntur into the NiletrOPAC Consortium. Subject to and in accordance with this AElf cement, N1etr(.)1'AC Library's public libraries will recer\e access Ind be linked to the System. Fort \\ orth \gill also provide fvletrOP;\C Library with certain associated maintenance services and administrative assistance. MetrOPAC Library shall compensate Fort Worth for access, maintenance, and support services is provided in this Ain -cement. 3. TERM. Tills Agreement shall commence on the Nflectiye Date and remain in effect for five (5) years. After live (5) years. the Au,recmutt shall automatically renew for successive one (1 ) year terms 1' Renewal Period") and shall continue in full lcice and effect unless terminated by either party upon mitten notice. Such notice oi'intent to terminate must bc given not later than ninety (90) days prior to the end of the original teem or any Renewal Period. 1-\R`1. I\•letrOI'AC Intcrlocal Agreement 2015 I1`9etrOI',•\C' I.ihrar: J SERV1C'FS P WED. 4.1. t se of System MctrOPAC Library shall enjoy full use of the modules and features available on the Standard System. and any others that ma, be added during subsequent S\,tLm upgrades. Fort Worth is ultimately responsible for the duality and accuracy of the borrower, holdings. and other System databases and rescnes the right to eststblish and implement standards and practices that will bench? t,il \9etrOP:\C participants. t\'IetrOPAC Library shall enjoy full use any stem services and features that are co\ered by its annual maintenancL payments. MctrOP:\C Library will have the option to purchase new services and features that ore not included with annual maintenance costs. MetrOP.AC Library shall be responsible liar carrvin, out its local. day-t4 -day operations of the various System modules. Fort Worth will provide necessary tr so that NletrOPAC Library staff can successfully carry nit the operations themselves. (Fort Worth dues not provide interact access. e-mail. or .ether telecommunication S andlor networking services. 4.2. Customer Sunnor't Service. 4.2.1. Fort Worth shall provide telephone support for Nictr0'AC Library in the diagnosis of software and operational problems related to the Standard System 9:00 a.n1. thiou`th 6:00 p.m. Monday throu ih S iturday. Fort Worth shall provide N'1etrOP:\C Library a contact list for requests for routine changes to h-letiOPt\C Library's Polaris profile policies or OPAL' conliL oration, and questions about specific Polaris functionality, Such assistance will be available 9:00 a.m. through 6:00 p.m. Monday through Friday. 4.2.3. Fort Worth shall provide scheduled on -site. non -emergency assistance to MctrOPAC Library personnel 9 01) a.m. through 6:00 p.t. Monday through Friday, 4.3, F,tnervcri v Sunnort, Volt Worth shall provide on -site emergency support throtlhh the System Vendor only in the event of a system emer`cm.:y. System emergency shall be defined as (1) no client workstation can connect to the database server, (2) the System cannot check -in — raa:4—:. 1 1i h \1eit PAC lnterlocal Agreement 2015 I\tctrrOl'AC Lihr;in J or check-out. (.3) transaction processing has tailed. or (1) the `;\stem fails to allow searching c.)fthe local bibliographic database, 4.4. Iv1ariapjcment [Zenorts. Fort Worth shall produce or assist the NietrOI':\C Library ill producing overdue notices bills and statistical reports in a limn and on a schedule mutually agreed to in writing by Dort Worth and VletrOPAC Libras 4.5. Traininci. Fort Worth shall provide or arrange training to MetrOPAC Library personnel that is necessary lc r operation of the Standard S\-stem. [raining will he open to staff at all NletrOPAC libraries. This uainin, ttta> be conducted at Fort Worth, at a Nleti()PAC library. or online as provided by Polaris. Training conducted by Polaris staff for basic sstem operation is included as part of the MetrOPAC Polaris implementation. Costs for this training are included in the MetrOPAC Library's huY-in as shown in lixhibit :1. I ranting details are shown in Exhibit 13. If ir.Ie,trOP.1(' Library desires additie-rnal training by Polaris. Fort Worth will coordinate \% ith other interested N4letrOPAC libraries and pass along. any Polaris training charges to the participating libraries. 4.6. Additional C'ttstrtnt Sunnort and Trainin Initial Polaris profile and PowerPAC customization is included as part of the System implementation. Fort Worth shall make all reasonable efforts to customize the MetrOPAC Library's Polaris profile and I'( verPAC intcrfhcc to support the MetrOPAC Library's special reyuirunents, so long as such customization does not interfere with the other MetrOPAC libraries' use and enjoyment of the Systtm, Following System Implementation. the Fort Wirth Library will provide MetrOPAC Library up to three (3) hours per month of custom support and training for the System as part of annual maintenance. Fort Worth will hill Men-OPAC Library at the rate of S50.00 per hour for all custom support and training over and above three (3) hours per month, Such customization will be provided an a schedule mutually agreed upon in writing by Fort Worth and MetrOPAC: Library, Dori \\-orth reserves the right to pass on any related System Vendor charges. 4.7. !'4'arranty of Services. Neither Fort Worth nor the System Vendor shall guarantee services fur circuit disruptions outside the control of Fort Worth and/or the System Vendor. Such F1. \lrtrOIt\(' Intenccal cement 2,015 1\telrt)I'AC Lihrar 1 disruptions ma include, but are not limited to. functional or performance den ciencles of the System \Vendor or increases in usru( by )thcr community libraries that e\ceud planned usage. Service issues will he handled on a hest-cllbrt-basis in conjunction with the Svst".;m Vende;rs performing w tn'anty work. 4.8, SysCem Maintenance. l;pgrades, and F:nh,ineerizenls. 1'urt Worth or the System Vendor will provide maintenance for the System functions and equipment. As Polaris is hostiim the System. it will inst 1l System patches,, updates. and new- version icicascs. Such patches. updates. and releases will he installed on a schedule mutually aureed upon by the ;\lctd )I'AC libraries Ind Polaris. System patches, updates. and new rc!ezises are generally included as part of yletr(_)Pr\C Library's annual maintenance costs. In the event there are additional software or hardware costs associated with a new release, Fort Worth will purchase the necessary components. \1etrOP \C Library will reimburse Fort Worth for its share of the additional costs on a mutually -agreed -upon schedule. If the vendor develops optional product or service enhancements to the current System that are available al an additional cost. and that Fort \Worth deans to be beneficial to the \'letrOP:\C Consortium as a tivftole, Fort \W'oith may implement the enhancements for the entire \1ctrOP:\C Con,ortiurtt at no additional charge to the Mctr{)PAC Librar•: In the event the enhancement cots more than Fort Worth can absorb and is one that can be made available Only to participating MetrOPAC libraries, those libraries that wish to utilize. the enhancement c-an reimburse Fort Worth for their share of the additional costs on a mutually -agreed -upon schedule. If NletrOPAC Library desires to have access to an optional System enhancement that is not provided as part of routine System upgrades. new releases, or N1etrOPAC Consortium enhancements. the \1etrOPAC Library: will reimburse Fort Worth For the costs of acquiring and implementing the enhancement, including costs for custom support and training as defined in 4.6. N1etrOPAC Library is ,solely responsible for pro updating its own local hardware and software necessary including upgrades required due to System upgrades. implementation of additional optional System features. iding. maintaining. and for use of the System new releases, and the System requirements recommended by Polaris for the successful operation of the system are described Exhibit C. Fort Worth wiil notify NeletrOPAC: Library of local hardware upgride requirements as far in advance as possible. in and software lithe \f1etrOPAC Library wishes to use a different operating system or system configuration to access Polaris, it should first consult with the appropriate Fort Worth staff. Fon Worth does not guarantee Polar,S will opc ratc on alternative operating systems or that Fort Worth stall can support alternative oper•aline systems. Fort Worth l=l',:t, i4ctrt)1'A(' IntcrlucaI A recrncnt'015 fkletrO A(` I Wear I wneigrINI does not .support use oldie System on Macintosh operating systems. hardware, or mobile devices. Fort Worth will charge the MetrOPAC Library !Or :III costs associated with use :.t an alternative operating ,\stern, which shall be determined as Fort `EVnrth's sole discretion, 4.9. Third-nartv Vendor Services. Fort Worth shall assist N1elrOP.\( I i:wary with plannin and implementing ihircI- party vendor services that are utilized hSystem. 11.xisting 'l hird-party equipment. software, and sere ices will he migrated and integrated during System hnptenicntatiun. Some scrl ices may not he full) integrated until after the Live. Date_ If more than half of the Consortium MetrOPAC members wish to implement a new. "1-hird-part\ solution. Fort Worth will attempt to contract with the "t hird-party vendor on behalf of the MetrOPAC Consortium and will add a proportionate share of the Third- party vender's charges, plus any related System Vendor charges. to each participating librarc's annual maintenance coats implementation will he made on a mutually -agreed -to schedule that stakes most efficient use of stalls tine. Fort Worth Library will not charge for work perthi-ni(2d in association with intpk..menting at MetrOPAC Consortia! Third -party solution. Ii MetrOPAC Library decides to implement a known Third -party solution that is already in use at other MetrOPAC libraries, it may.. if mutually aLreeable. he added to the Fort Worth Library's existing Third -party contract Wallowed tinder the Terms if the contract. Associated costs will he added to \1etrOPAC Library's annual maintenance charges. Otherwise MetrOPAC Libra i v will be responsible for all contracts and charges associated with the Third -party implementation. Implementation will be made on a mutually -agreed -to schedule that makes most efficient use of staff s time. Fort Worth Library will not charge for work performed in association with implementing a known Third -party solution, so long as the wort: can be accomplished as described in 4.2 and 4.6. If MetrOPAC Library wishes to implement .t Third -party solution different and independent from the ether MetrOPAC members and th tt is unfamiliar to Fort Worth. it must first consult with Fort Worth to determine if the solution is I.'tsihle and to schedule the work. Such schedule artist be mutually agreed to in veiling by Fort Worth and MetrOPAC Library. NietrOPAC Library will be responsible Cot all contracts and charges associated with its independent Third -patty implementation. Fort Worth 4vill hill MctrOPAC Library at an hourly rate ofS50.UC) tor ill work pet limited in association with implementing and supporting independent third -party solutions and will also bill MetrOPAC Library• for any related System Vendor charges_ F\1"f_ .1telrC?t';1(' Interloeal Apr men' ?i)f i\letr rl'r1C Library! ENS vi'ION. `\stem ;Access. \leiroP,\C Library shall pay Fon. Worth a Sbuv-in cost calculated from the total 11;?:40.2 J0 cost of the System as set forth in Exhibit ''A." This cost shall include .il tees for software licenses and Fort Worth administrative scn ices necessary to ncccsy and operate the System. The \letr(JPAC Library's System kitty -in costs will be based on its percenta+uc t)f the tc tal rt t}.191 \-ietiOPAC service area population as reported by the le State I.rbrary. cc ;is include the number of staff client licenses shown in Exhibit A. Duriim the term of this \grecment. \tetr()I'AC Library may purchase additional staff client licenses fiir S770 ertell. and an additional S135 annual maintenance per added stall'client license. 2. i\ !a►intcnaincc. MetrOPAC Library shall pay Fort \\'earth an additional annual maintenance tee as set !herb in Exhibit t! \." which represents NletrOI ;\C L.ibran's pro rata share of Dort Worth's Lost for System maintenance and related scr\ ice support. Fort Worth will hill MetrOPAC Library each October 1. with payment due on or before December 31 of LaC11 year. 1=tirt Worth may unilaterally increase the maintenance tee h\ up to len percent (104N) at annual renewal in order to cocer increase` in Fort Worth's costs for such maintenance. In the event of an increase, Fort Worth will pro» ide \.ictrOP;\C Library with written notice thereof- as Iar in advance as practicable of the increase. 1n the event the t,letrt)P;\C Library is unable to t fiord the increased firs. the MctrOPAC library will have the tight to terminate this Agreement by providing ninety (90) days written notice to Fort Worth, 5.3. Courier Ser�-iee. Fort Worth provides courier services on a partial cost -recovery basis to deliver and return materials borrowed by NietrOPAC library customers. t'he c_n•ier schedule is developed by mutual agreement. Fort Worth is not responsible for accidental foss or damage to materials shipped throu dh the courier service ter for missed or delayed deliveries due to mechanical failmes, road conditions, or any other unlbreseen condition. Courier service charges ale based on the number of delivery days and the round- trip mileage from the Central Fort Worth Library to the MetrOPAC Library Courier charges are Established prior to the beginning of each fiscal year. MetrOPAC Library may chance the delivery frequency at any time. by mutual a<greenicr t and 1,�hic-eds9 pm_ t�ktr()PA totcrlc;ial -\ ryenent 201 [Nt;tr()'AC accommodate all requested ch;ing,cs to \letr(.)1':'1C. Library's courier schedule. RECIPROC:AI. 13ORRO\VJN(: IN- KINDSERVICES. ,As part of consideration, and to further the purpose of this Atrecnicnl. Fart Worth and MetrOP:\C Library shall provide reciprocal borrowing services to the other \ietrOP,AC libraries at no cha! ac either 10 the parties or their customer`, Furthermore. the <\lctr(:)PAC I.ibrary ,agrees to execute Interlocal Agreements ti\ felt the other NieuOPAL libraries ro provide such services to each other's customers. Policies re`ardin` reciprocal bolio\v1n4 services are est;thlishcd thrctuuh matures agreement by the \IetrOP;\C members, CONSORTIAL BUM(' ,-\ND LICIT, x`SING. As part of consideration. and to further the purpose of this '\grtement, Fort Worth and Nletrt:)1'.-\C Library may enter into joint purchasing and licensing agreements with ether ,\'letrOPAC libraries to acquire librarvz materials_ c-resources, and services for the mutual use and benefit of all N1etrOPAC liurarics' customers. Fort Worth will negotiate and manage the agreements on behalf of the NIetrOPAC Consortium. Costs for consortium subscriptions and purchases will be included in vletrOPAC Library's annual maintenance ehiarac ADDINC NEW LIBRARIES TO METROPAC CONSORT II: I. Other public, school, and academic libraries in l arrant County may join the N1etrOPAC Consortium tits long as two-thirds of existing ;1.1etrOPAC Consortium members airee in writing, New libraries must enter into intcrlocal agreements with Fort \North and the other INletrOPAC menthe's as described in Section 6, and must agree to reciprocal borrowing and other policies as established by the \'tctrOPA(' Consortium. New libraries will bear all additional Polaris licensing. training, and maintenance costs resulting from joining the vletrOPAC Consortium. Costs Iur existinz N1ctrOPAC libraries will not he affected if new libraries are added to the bletrOPAC Consortium. DISCI .AMER OF WARRANTIES ANI) 1.1MITATION OF LIABILITY. 9.1. N4etrOPAC Library acknowledges that Fort Worth licenses its System from a System Vendor. In addition. l\1etrOP\C Library acknowledges that operation of the System by Fort \W wth is largely dependent on software license aL€ utilents and other documents required by tht System Vendor or «a respective F\VL lten0Pat' Inierlucal Agree! cot 21)15 (\tetrt)PAC i_ihrar J Page i) manufacturer. Systt a Documents :ire ;,\ ail;tble for inspection and copying by Nlctr0Pr\C Library during normal Fort \North Library- business hours and are incorporated herein reference Ihr iil purposes. 9.2. \-11:'FROPAC LIBRARY UNDERSTANDS FANDS AND ,AGRI:ES THAT FORD WORTH DOTS NOT CRAN"I" ME. I ROPAC LIBRARY .ANY I:1GH F 'FH vF IS GREATER FIlAN OR DIFTEREN1 FRO\I ANY RICH I1 11IAT FORT WORri H MAY HAVE UNDER '11 IF SYSTEM DC)C( AIrNTS, 1N ADDITION, tNIE TROI'A(' LIBRARY 1- NDERS'i" NOS AND AGREES THAT FORT WORTH SIIAI.i. NOBE LIABLE 10 MrFROI'A(' LIBRARY FOR ANY SPECIAL. mix F. INDIRikT, INCIDENTAL OR CONSEQUENTIAL D \MAGES OF ANY SOR1- INCLUDING WITHOUT LI MTIT-\TION. DAMAGES F() PROPERY OR `rOR PERSONA INJL RY. DEATH. LOSS OF I ROEf IS OR SAVINGS. LOSS OF LSE OR ANY O EH ER DAMAGES, \\ I ILTI IEP. BASED ON S I l:il'1 LIABILITY OR NEGLIGENCE AND 1\'HETHER RESIT TING FRO.\I (. S[ OF 1 HE SYS T E.R1 ()R O El [ER WISE, EXCEPT FOR DIRECT, SPE 'IVI(_` DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ONLY `IC) THE EXTENT CAUSED 13Y FORT \bOR F11 S GROSS NI•GI,IGENCL; OR WILLFUL MISCONDL( METROPAC LIBRARY IIL:REM` ACKNOWLEDGES AND REPRESENTS TH,A F 1T HAS INDEPENDEN 1E1' DETERMINED. \VITI TOUT RELIANCE ON ANY REPRESENTATIONS A\PIONS 111 \T MAY OR MAY NOT HAVI BEEN MADE BY I ORT WORTH, THAT '1 HE SILL, DESIGN, ('APAC ITY OF THE SYSTEM AND 1II1: MANUFACTURER AND S(il'PL1ER ARE SATISFACTORY TO \11_'11ZO1'AC LIBRARY WALL. RESPECTS AND FOR ALL INTENDED PURPOSES, FORT \1 ORTH FIAS NOT MADE AND DOES NOT HEREBY \L KE: .ANY REPRESEN I Al ION. \WARRANTY OR COVENAN-F. WRITTEN OR ORAL, ST'\l U FORY. EXI IZLSS OR IMPLIED. AS TO ANY MATTER WIENTSOL-\'ER, INCLUDING. WITHOUT LIMITATION, THE DESIGN QUALITY. eAPACI-IY, MA11:R1AL. \\ ORKY1ANSIHP. OPERATION. CONDITION, MERCI (AN I ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN C)R LA 1 I:N T DEFECT OF THE SYS11:M OR ANY POR PION 1 HEM OF. OR AS TO ANY PATENT, COI YRIGII'I OK TRH\DE\'IARK INFRINGEMENT. 1 . AS TO FORT WORTH, H, MT TROPAC LJI3R:\RY HEREBY WAIVES ANY C LAIM IT MAY HAVE REGARDING, 'V[111OU I' Li -MI FATION, THE DESIGN, CAPACI TY. MATERIAL. WORK MA'NSI-1IP OPERA l ION, CONDI I'IC)N, MERCHANTABILITY OR FITNESS NI_SS FOR \ PAR I ICULAR PURPOSE, HIDDEN OR 1-.1 FENT DEFLC. I OF THE SYS J EM OR ANY PORTION I HEREOF. AND ANY C1.11M IT MAY HA AS 10 ANY PATENT, COPYR(CRT OR IRA DI MARK INFRINGEMENT, F\V1, \9etrO1'AC Interioca ^,ercemcnt _'0I5 [NictrOI'A(' I Itt. TFFUVI1�:\T)t).\. 10.1. By hither- 1'ttc-ty. Littler party may terminate this Agreement in accordance \ith Section Section 5.) above. \letrOP:\C Library shall pav l-on Worth all compensation due hereunder through the effective Plate or termination. No advance payments to Fort Worth received prior- to the cftbctive date of termination shall be refunded. Within ninety (90) danti of the effective date of termination. and at TvictrOP.\C Lihrar''s sole cost and expense. F ore Worth will provide \letrOPA\C' Library \4ith an industry -standard copy of \'1e1rOPAC Library's data base on a mrtchinc-readable tape in N1ARC format or such other tbrinat available to Fort worth. sot ably requested by Nictrt )1',L\C Library and \1etrOPAC Library understands and acknowledges that the services provided under this Agreement are largely continent upon participation from NiletrOPAC Library and otltcr community libraries \\ ithin the vicinity of Fort Wont). Fort Worth reserve\ the right to make any neeessary changes to the System to compensate for reduced participation. 10.2. Default. 10.2.1.\letrOPi\C Library shall be in detault under this .Agreement it MetrOPAC Library (i) fails to pav any compensation or other amounts payable hereunder tor a period of (30) days or more (unless Fort Worth has given \lcu-OP AC l.ihrary written consent for additional time to pay such compensation or other amounts) following receipt by \9etrOPAC Library oi\\ritten 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 tor installation of the System) and such condition continues for a period ((thirty (30) days or more following receipt by i\'letrOl'AC Lihrir'v of Nslillen notice thereof (collectively an "Event of Default"). 10.2.2. Fort \Worth`s ability to pay for the System is due. in part. to the anticipated receipt of compensation from MetrOP:\(' t,ibraiy per this Agreement and Flom other Tarrant County communities linked to the System pursuant to similar agreements. In reliance on this participation and joint cooperation h}' NitetrOP.\C Library and such other communities, Fort Worth has entered into System Documents \Kith multiple -year terms that have required advance planning and long-term financial commitments. "1 heteiore. and notwithstanding any other EWI. M etrl)PAC interloezil :\grccment 2015 [Met !?!"{?yi' ttlti, It an Event ofI_)etliliit occurs_ Fort \\ Worth mayL\c'r�!�t Ctil\ and all f the loll mine- r'enlLdies (i) declare an I,vent c!C l)eii idt in +.\;itin; to \.IetrOP.1(.. Library and terminate this r\_reenient immediately: (IV) recover ii-ntt MetrOPAC. Library all compensation then due and ut paid: and (ilia recover from iYle1rOP:\C Lihrar\ all compensation to beLome c1n\.. by ucecleaation or otherwise. durine the renrtindcr of the term of this ;\c.rcetncnt. which sums NletrOPAC Library hcreb>" agrees to appropriate at such time. i0.3. Termination ofSvstlrrtt 1)ocuntents. If any of the System Documents are terminated and such termination materially p!events Fort Worth from performance under this A_recmcnt_ Ion W ot•th ma) immediately terntnl.tte this Agreement upon provision of \\rinen notice to MetrOPAC Library. fort Worth shall not be liable to \leirOP4\( Library for any addition.+I costs N-letrOP:\C Library incurs upon tcrrnin,tic'n of this i\+u,reelnent under this provision. 10.4, Imnlementation of New System \letrC)PAC Library uncle stands and ttcLno viedecs that the tier\ it:es t\ro\-ided under this ,Agreement are target} contingent upon participation from y'letrOP;\C Library and other community libraries \vithin the Vicinity of Fort Worth, Fort \Vorih reserves the riuht, at any time and for an\ reason to itTh rade or implement a new') designed .Automated Library System that will sufficiently serve Fort Worth and other coinniunity libraries. If Fort Worth implements a new systeni which si`niticantl\ affects il••1etrOP:\C Library's ahillty to effectively and efficiently utilize Fort \\ orih's system. N1etrC)PAC Library \\ill have the -tption to negotiate a new aercement \viih terms and conditions rclativc to Fort Worth's upgraded system prior to implementation of the new system. In such an event, 11' both parties determine that Fart Worth cannot effectively accommodate MctrOPAC' Library's needs with regards to the new system, then NeletrOPAU 1 ihrary shall have the option to cancel this Aereement. In the, event of such cancellation by Men0PAC I,ihrar}. all fees and expenses due to Fort Worth at the time: of cancellation skill immediately become due and payable, 10,5 Non -Appropriation of Funds letr{}PAC Library is obligated only to pay such compensation under this Agreement as may lawfully he made Flom funds budgeted and appropriated for that purpose. Should i\letrOP:\C• Librar\'s 4overnine, bod\' tail to budget, tippropriate or t'li`L :\tctrt)PAC (nter1crca1 A .reencnt 2015 (\IelrOPAC I.!hran l raise FWI otherwise nrtke available finals to pay compensation under this P\grecment r�,wr anw upcoming fiscal wear ,f \1etn0Pf1C Library. then this .\grcen1enl shall terminate atnon aticallw. at rite cnd of the fiscal year prior to the fiscal \ car for which no appropriation has been made. If \1eU-t.)P,-1C Library fails to appropriate sufficient funds to compensate Fort Worth under this Agreement. MetrORAC L.ibrtrw shall `ive Fort Worth as much notice as is reasonably possible prior to the effective date of termination. MISCELLXNE0US. 11.1. 0 vnershin of Data 1 tiletri:)P,1C Library shall ;tI all times retain <<wwwncrship and trse of its dma. including patron files and nee,. rds. Fort Worth Library will pas along ;wrww System vendor charges reined to extracting their records from the Swstent. 11.2. Proprietary Software. All licensed ILS Software and II_S Software Materials contain the System Vendor's proprietary information. use of wyhich is limited by, the licenses granted in the S`.stein I)ocunrents..letrOI'AC Library shall net allow. the IFS Software, or any portion thereof: to he reverse compiled, disassembled or in any \vay altered. The MctrOPAC Library shall not modify any licensed ILS Software. in machine-readablc lint nor merge such Polaris ILS Software ‘with o ther software programs. The NictrOPi1C Library 11iII not ilitielose or o therwise make available. except as required by law. any licensed ILS Software Materials in any. Iiwrm t ) any third patty wvithcurt \vrittcn permission of the Fort Worth Library staff: 11.3. No \Vaive.r. The tailtrre of either party to insist upon the performance: of any provision or condition of this Agreement or to cxcrci;t. any right granted herein shall not constitute a waiver of that ploys rij'ht to insist upon appropn iate perlormancc o r to assert any such riLht on any future occasion. 11.4. Scvcrability. If any provision ot'this :\greement is held by a coin of competent jurisdiction to be invalid, ille. ,al or unenforceable the validity, legality and enforcc•tbrlity ot'the remaininL provisions shall not in any way he affected or impaired. 11.5. Force NI cure. vietrt The parties shall exercise their hest efforts to meet their respective duties and obligations hereunder, but shall not he held liable for an delay in or omission ' Interlocal Agreement 2015 Ilvletrr71'AC Library] Page 13 of performance cl ttc tt? I{lt':'t_ maieure her' causes be-Folid their rC`asonuble c trol, incluciin`°but not limited 1,1, compliance with any silt( or federal law, or reuulation. acts of (iod, acts of oini;sr{ln. fires, trikcs, lockouts, national disasters. LI'in'S. riots, imltcrl;al or labor restrictions. frrllsportation problems C?1 csisting contractual obligations Jilcctl_v related to the subject matter of this Agreement. 11.6. Venue and Jurisdiction. This Agreement shall be constrtl_J rrt accclrcfance with the 1a\4s c l' the State of Teas. Venue for any action brciught c+rt the basis of this Agreement shall lie exclusively in state courts located in 1arrant County_ 1 exas or the Lnited States District Court for the Not them District of Te;•,as- Fort Worth Di\ ision. Sv-stcm Documents Control, In the event or any conflict between this :\s_rcement and the System Doctlrnents. the System Documents shall c,;nt_'td. 11.8. Notices. MetrOPAC Library shall provide Fort \\'orth with the name, direct phone numb€ facsimile number. and c-mail ;address of a 1'letrt)P:\C l.ibrar" employee \-vho w he a responsible contact thr all issues involving this lgreeme.nt. 11.9. Entirety of Atreement This written instrument. including all I xhibits attached hereto and any documents incorporated herein by reference. contains the entire understanding and 'agreement between Fort \\'orth and n'letrOP:\C Library as to the matters contained herein Any prior of contemporltic.ous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. Thi\2reement may not be amended unless set forth in writing and signed by both parties. 11.10. Assignment. This Agreement may not be assigned by either party-. 11.1 1. Compliance with Law, Ordinances, Rules and Regulations 1etrOPAC Library agrees that in the perfbrmance of its obligations hereunder, it will comply with all applicable fideral, state and local laws, ordinances, rules Ind regulations and that any \4ork it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances rules and regulations. It Fort Worth nuhlies MetrOPAC Library of any violation of such laws ordinancts. rules or regulations. I'‘VI \C' Interim:II A,jrcement 201? (\1c1;t)t'.=\C 1.ih;ar% 1 NietrC)P.\C 1_ibrarx shall immcd 11.12. Non disc► irnination Coy cuing. um alt_i correct the \ iclI ion. NletrOP;\C Library, fur itself: its persona l representatives, assi,ns. sttbeontrae ors and successors in interest. as part of the cori id ration herein, agrees that in the perlornlancc of duties and obligations hereunder. it shall not discriminate in the treatment or employment of any individual or Lroup of individuals on ;MY bay is prohibited by law. If anv claim arises from an alleged violation of this non- discrimination covenant bv MetrOPAC Lihrar-. its personal representatives. assigns, subcorltraaturs or successors in interest. 'VIcarOP,A( library agrees to assume such liability. and, to the extent allowed b\ l.!xter hOld the C'ity harmless from such claim. 11.1 Right to Audit. MetrOPAC Library agrees that Port Worth shall. until the expiration of three (3) veal'~ after final payment under the; Agreement. or the (trial conclusion of any audit commenced Burins' the said three (3 ) years. ha\ c aeLe'ss to and the right to examine at reasonable tinges Inv directly, Pertinent hooks. documents, papers and records of N1eIrOPAC Library invol\ ing transactions relating to this Agreement at no additional cost to Fort Worth. MetrOPAC Libra!y agrees that Fort Worth shall have access dining normal norkinu hours to all necessary 141etrOP=\(' Library i<!cilities and shall be pluvided adequate. and Appropriate \V-olk space in order to conduct audits in compliance with the provisions of this section. Fort Worth shall give MetrOPAC Library reasonable advance notice of intended audits. 11.14. Governmental Powers/Immunities 1 understood and agreed that by execution of this Agreement, neither party yyaivcs or surrenders any of their government al power, or immunities. 11.15, Headings Not Controlling. Headings and titles used in this Agreement are for reference. purposes only. shall not he deemed a part of this Agreement, and ate not intended to define or limit the scope of any provision of this Agreement. 11.16. Review of Counsel. The parties acknowledge that each party and its counsel have revieWed tnd revised this ALreentcnt 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 hetcto. l-t'<'I, MetrOPAC Interlocal Agreement 201 S [\fete )f'At' I.ihraryl Page 15 11.17. Amendments. No amendment oi this :\IIrccnl,`nt shall he htndin,g upon a I'i; hereto tin; ss such amendment is set mirth m a srrittcn instrument. which is e\eeincd authorized representative o1each part,. 11.18. Counterparts. This Agreement, may ba executed in one or more counterparts and each counterpart shall, for all purposes. he deemed an 01I. fl:1 bill all such counterparts shall together eontitute on 11.19. Siunature tit-horih- nil the rrimenr. The person signing this .Agreement hereby \;arrants that he !re has the legal authority to execute this -\arcclnent on behalf of the respccti\e party. and that such binding authority has been granted by proper order, resolution ordinance or other authorisation of the entity. Each entitled tc rely on these \warranties and representations in entering into this Agreement or any amendment hereto. u'c page./O/lcf\i 1letr()PAC latcrlocal ;\i rcernerit 201.5 1Nlrtrf PAC Liihn EXECUTED in multiples this .:1'1"; OF FORT WORTH: 1: By: Assistant City Manager APPROVED _ S To PC)i" M AND LEG. A 0 ' ' : y: Jessica Sang Qang Assistant City Attorney e t t sit,1 VIA \ MU, MetK)1 AC (ntcrloc it - greement -201 5 11M trOP Na!ne: CITY Name: Hector F o Garcia Title .mayor Al"' ES -I: 13v: Namu:Zo. Title: I i' 1 aina R a Parkes, City Secretary APPROVED BY ATTORNEY (IF RE( (L 11 L)): CA --(ic 2 E el--4- 4.Y»rij2[L- £rD 4-Tn'&Ll1 C ,� ° G4 lrL • • a o ‘1 1&.CDate: ■ I Y Snw.I hit l.i1u I I 1111 1 ©FFICIAL R, co, ©UT V SEC;fl IARY rt. WORTH, TX 0 1 1 h I . ,.1. I III ■ III, { irw®. C.` Library] Page, t r • I.\llllil I A System 13u-In Costs s?c {'n.t.OnI\ I he t 1 "total Buy -in for20 client licenses `>;7355 I'll i. N4cir(13 201 MeirOPr1{` Library1 Pagc I?{ EXt1Il.31T13 SI nui'iid S\ item • firlaris Ii,S Database ( full and documented !)chenia amail;ihlc via L.lttanel) SNIFF For email notification tl ihrary riia also use ntlh. entail server) • Remote Patton Authentication via SIP' sec ice • Find To( 1 (Over 600 search points fib ailalalc) • Cataloging with authority control ofvtARC validation program 13ibiioLraphic and 'iuthc rity records importing interfaces °Full)• integrated 11'YSI11`YG Luhcl Printing (;cetdit betihrc>oil print) • C'trculatintt c„.(Mile circulation, inventory and Booknuohik (one daily ot)linc client download pe location at no additional cost- i:ibrary nm\ pull oniv one COW., of the duals 0111 to a local resource) _<Group hoick o OCLC Navigator inter Libras Loan interface • Record set (bulk change oper nions fair patron_ item. authority and bibliographic records) • Integrated desktop Reports and Notices (ex)ort to local workstation in l XL(..1 Word. PI)F. IITML and XML icirmats) Point is [LS PowerPAC supports Internet Explorer, NJetscape Davit ator. ttilozilla FirefooN. Opera, Salmi. Chrome * Multiple database searching * Patton Authentication \lv Account Options: Sell -registration. search agent alerts. pre -notification tiftiyerdue:s, reading history formatted title lists (MLA. Chicago Manual olStvlc. etc.) - Customizable Dashboards (automated links to bestsellers. subject areas. etc.) Serials and Acquisitions • Polaris* Simply Reports • Room Booking & Scheduling (I:vaneed —Spaces) • 1.E-\P web application tor stall access to the iLS - URL Detective x 1 • Export Express • Community Profiles ins. I-eaturelt • "Pities -to -Go: ingrain, Baker & Taylor, L3rodart, cvlidwest Pape • C hildren's interface to PAC • Spanish lan_uaLe interthce to PAC • (User Guides & Administrative Guides are available on the virtual private cloud servert.$) • LEAP platforrn Polaris Services • Authority Control, RDA, [RBI:, Lcxile Accelerated Reader • implementation Training: o On -site training conducted by Polaris stai'f: Circulation: C)ne two-day class fair up to two MetrOPAC Library stall CrilaIotS.Cj e two-dav class for u{? to liio Me rOPAC ibrarY staff ZtetrOPAC Intcrlocal Agreement 2015 It{ctrOP. C' Library' -ocesstn`' 1 F.\I Ili�l F Et (een'tl Standard System ` Catalogint', "Lite" ite" ( item N'Iaintenancc): One one-dav class for up tr, iwo stall • pow erPAC:One three-hourclass for up to two ;1tetrOPA(' Library,tatf • Acquisitions: (inc two-day class 1i)r up to t\\o \4ctrOI'AC I ibrary starlit' Library is currently usin, Horizon Acquisitions eriptio and Inte4uration with Th;rcl-! U t Hardw are, Sot1\tare ,incIior Serb ice, In ration with OverI)rive • InlcQrationwith Baker and -lavlcw \ 'is 60 • Integration with Boopsie ZN ARC C'attll-,gin`,_ Record Subscription -Authority • /,\1 \RC Cutalouint Record Subscription -Bibliographic • I't laris Social/Chilifresh Connections: o Ft iendinutL ollowin_ o \1essasine o Reader's advisory tools o Book Cover Art o 'OStttndroid library catalog app o Facebook catalog integration o Digital personalized bookshcives o One on one chat. Croup chat o Book clubs, Literary communities, Forums a Federated `earchina (EUS when available, Any cusiom eonnec'turs that are required w i1I b ducted at additional cost 1'BD) Enhanced Data Content for PAC-SyndetiC Subscription o Table of Contents o Fiction and I3toLraph)• Profiles o rind Similar 'Fides o Summaries o Cover Iina.'cs o Author Notes o FVv Reviews (includes Criticas Review) o L (Reviews o SL.1 Reviews o Video and 'v1usic EDI for Acquisition; setup='training-Level I) for authorized vendors • InteLration with \oveL.ist Novelist Select and Noy eList Plus subscriptions muss he purchased separately by MctrOJ'AC consortium prior to implementation P« , ;l4etrO1'AC Interlocal Agreement 21)15 1N4errOPAC Libra! EXHIBIT 13 (corn) Standard System Polaris Interfaces acid/or Integration included in System tiny -in Cost ti letrOP.AC Library's exist in" third -party equipment. software. and services \viil he included in the system implementation. Nev or additional equipment- soitwaie, and services. as well <t % 1i Worth implementation services, must be purchased separately alter the Live Date. tb Self -Cheek interface to srd party selt=check units Polaris® RFID Interlace License Into ..ration with knvisionWare NCIP integration with OCLC Navigator. Navigator software must he licensed separately Collection .Agenc\ interface to Unique Management. Lniquc Mant-f4enaent services must he purchased separately. SCW 11G'L !YtetrOPAC lntcrlocal :\Deemcnt 2015 [Met'OPAC Library] PC \ 1=.X111B11 C• rt.station Requirements and N.elrioft Desktop Services Operating! Systems Windows 7 (32-bit c,,r ti-1 hit) \\ itit t rrcrrt Sergi ice Pack (Proles :mai timate cat• 1'mei-prise Editions) Windows 8 (64 hit) with curecnl Sort ice Pick ( ProIcssional, Litrlii.3te. or l.nterprise Editions) S\Stem Processor I (I Iz or better System Memory Windows 7 (3'-hit or 64 bit ): Recommended 2(=ii3 Minimum Required: I GB • Windows 8 (64-bit): ReconmmLnued: "2613- 9inititum Required ICi(3 I lard Disk Requitenients • \'iinimuni: 1C)Gf3 video Requirements • SVGA Graphics (`orttl-oiler 3 l ide \?killers or Other • 100 11vlbps NIC Card 1lctnitor 1 ;" - as a standard Windows application. the Polaris 11-5 will run in wit-tevercreen resolution the Windows PC is coih tired lc)r. The optimal resolution is 1024 ,\ 768. Remote Desktop Services (Terminal Ser\ ices) Remote Desktop Services works by allowing individual applications to rem on tt server. rather than on the user's workstation. Remote Desktop Services simply sends screen images to the user's machine, and the user's machine in turn sends Le> strokes and moese movements back to the server. By doing this, Rcniote Desktop Sec\ ices allows clients to run applications that they might otherwise not h•ivc the hard\\ are or bandwidth t-> support. The Remote Desktop Protocol (RDP) has been desi`ned and optimized to give users a good application experience over low - bandwidth connections. Because oniv keyboard, mouse and screen drawing information is sent over the network. a quality user expericnce can be attained under very low -bandwidth conditions. The client access de‘ ice can either be a full rich Windows personal computer. or a thin client. Requirements • Remote Desktop Connection (RDC) client version 6.1 or higher (R DP protocol -version 7 or higher Reliable network connectivity with adequate bandwidth (estimated 20Kbps 0 30Kbps per concurrent RDC user) and low end -to -end network latency between the workstation and Windows 1 erniinal Server C: Inicrlocal .Acrecment 201.1 INletri)112ii_" Libra' ' I Patac