HomeMy WebLinkAboutContract 27601CiTY S�:C���R�Y - Q
;aNTRACi [�.
INTERLOCAL AGREEMENT
FOR PURCHASE OF LIBRARY SERVICES
This Interlocal Cooperation Agreement �'or Librazy Ser�vices ("Agreement"} is made and
entered into by and �etween the City of Fa� Worth ("Fa�rt Wartb"} acting by and through its duly
autho�ized Assistant City Manager, and the City of Bnrleson ("Burieson"), acti�g t�y and thraugh
L.G. Swift, its duly authorized Library Director.
WHEREAS, Fort Worth has instiiuted the u�e of an automated library system, u�ilizing
carr�puter technolog� specifically designEd for the efficient processing of library materials and
lib�•ary sexvices (the "System"); and
WHEREAS, the System is adaptable ta pravit�e sirniIar services to other libraries in the
vicinity of Fort Warth; and
"WHEREAS, pursuant to authority granted by the Interlocal Cooperatian Act, §§ 791.0��
�t. seq. of the Texas Govern�nent Code, Fort Worth and Burleson wish. to enter .inio an interlacal
agreement under which Burleson will purchase automated library systerr� services fram Fart �Vart1�;
NOW THEREFORE, the parties agree as fmllows:
1. PURP�S� AND SCOPEo
Tne purpose of this Agreement is ta prc�mote ihe e;fFicient provision of automated library
services in public libraries in Tarrant Couniy, Texas. A host computer located at Fort Worth's
Central Library is the base of all operations related to the Syst�m. The System sert�es all o� Fort
Warth's branch libraries. Subject to and in accordance with this Agreement, Burieson Pubiic
Libraty will receive access and be Iinked to the System to the extent provided in Exhibit "P,", which
is attached hereta and hereby made a part of this Ag�eement for all purposas. �'ort Worth wi11 also
provide Burlesan with certain associated maintenanc� services and administrative assistance.
Burleson shall coz�ripensate Fort Worth for the pravision of telecommunica#ions access, maintenance
and support services as provided in tb.is Agareement.
�. TERM.
This Agreement shall camrnence on the c�ate of its execution ("Effective Date"} and e�ire
on January 31, 2007 +�less tezminated earlier in accardance with �his Agreement. The parties may
renew this Agreement mutually and in writing %r subsequent tez�n�.s of f�+e (5) years each (each a
"Renewal Term'?).
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3. SERV�CES PROVIDED.
3.1. Telecommunications Access to Syst�m.
� third party selected by Fort Worth ("Third Party Vendor"} shall install and
maintain all teleeommuzucatians hardware, software, wiring and o�ier equipment
("Telecomrnunications Equipment") at botl� Burleson 1'ublic Library az�d the Fort Worth
Central Library necessary �o provide Burleson witb access to the System. Burlesan hereby
grants Fart Worth and the Third Party Vendar the right to all necessary access to Burleson's
public library in order to install the Telecommunications Equipment. B�rleson, at its sole
cost and expense, shall have the right �o add equipmenfi an-site so long as (i) the addition of
such equipmeni is approved in writing by the vendar of the System and (ii} the addition of
such equipment daes nat interfere with the use and enjoyment afthe System by Fort Worth
or any other corraxnwuty that has the right to utilize the System.
3.�. Maintenance o�' System.
• . , During normal weekday business hours, Fort V�arth will pi�ovid� maintenance far
� System functions and equiprx�.ent that are not maintained by ihe Third Party Vendor.
3.3. �ervice Supporf.
Fort Worth wili provide Burleson vvith c�rtain litnited service support as �ollows:
3.3.1. Pre-Installation Guid�nce. Priar to the installation of Telecominuniications
Equipment and linkage and access to the System, Fort Worth wiIl woxk wif�
Burl�son to explain and assist Burlesan with necessary decisior� regarding awailable
software parame�ers.
3.3.�. Trainin�. F'ort Worth shall provide trairaing to Burleson personnel that is
necessary for operation af the Telecoinmunications Equipment and access �o the
System. This training shall he on-site at Burleson Public Li�rary.
3.3.3. Problem Resointion. Fort Worth shall provide telephane sup}�ort for
Burleson in the diagnosi,s a� hardware, software and other operational problems
related to the S�stem. Fart Worth will �ase its best efForts to provide additional
reason�.ble on-site assista.nce to Burleson personnel if necessary.
3.3.4. Managernent Reports. Fort Worth shall produce overdue notices, bi�ls and
statistical reparts in a�orm and on a schedule mutually agreed to in w�riting by Fort
Worth and Burleson following System implementation.
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3.3.5. Replacement Equipment. Fort Worth will provide Burleson wit.h
replaceznent equipment, if and when it is needed and available, on a short-terin,
�emporary basis and in accardance with terms aric� conditions agreed to in writing by
Fort Worth and B�lesan at the tirne such equipment is pravided.
4. COMPENSATIOlV.
4.L Sys�em Access.
BurXeson sha11 purchase from Fort Worth one unit of service {referred to in this
1�greemen� as a"Share") for each comptxter workstation that has access to the System. The
�ne-time purchase price of each Share shall be Five Thousand Dollars ($S,d00.00}. Upon
renewal of ilus Agreement far any Renewal Term, Burleson shail not be required to purchase
the same shares again. Burlesan shall aiso purchase all existing or futuxe saftwar� licens�s
and pay for any existing or fiiture pass through charges or other services required bq the
vendar or manufacturer of the System ar a software provider whose software is integrated
as part of the System. As of the Ef�ecfive Dat� of this Agreement, the total payment by
Burleson to Fort Worth for Shares, soflware licenses, pass through charges and other services
; ". is ����f�ty T�toe�s�7n�! :�n� �'��rer�l}� i-iv�: Dn11��•s (���,O��,fIU�. as r�ore particularly set ftarth in
�.• � - E�rhibit �4�e". Burieson shall make payn�ent 1�rr the �er�ic;es and software licenses specif ed
above on or before the Effecti�e Date o�this Agreement. Burleson may purchase additional
Shares and services from Fort Worth at a price determined ai the time and additional
softwarc Iicenses or other services through Fort Worth at �e then-existing manufacturer's
or vendor's pr�ce. '
4.�: Maintenance.
Burleson shall pay Fort Worth an additioanal. annual maintenance fee vsrhich represen�s
Buxleson's pxa rata share of Fort Worth's costs fox maintenance of the System and related
service suppart far Burleson. This annual rriaintenance fee shall be due on or before
Febr�aary 1 vf each year. '1-Ite rr�ai�t�i�:�r�c� Fe� fK�r k]t�: ��e��i�a� �:r�u��ncncir�� �i� khe f e�r���ry
1, ?(?f1� �hall !�e �'if�ce� 'i'tto��sand ar�d l��ne E�oli:��s (.$ I 5,fi}�1�}_�[l}. Thereafter, Fort Worth
may unilateraily increase tb.e maintenance fee by up to ten percent (10%) over the previous
year°s maintenance fee in order to cover increases in Fort Warth's COStS for such
maintenance. In the event oi an increase in the main�enance fee, Fort Worth will pravide
Burleson with written notice thereof as far in advanc� as praciicable.
4.3. Telecarnrnunications Equipment and Support.
The provision of the Telecammunications Equipment and other related Systern
hardware, software and services shall be the responsibility of the City of Burleson alone.
Fart Worth shalI not be responsible far any c��`the costs or expenses related tllereto.
4.4. Interlibrary Loan and Reciprocal Borrowing In-Kind Services,
As part of this consideration for and #o furtller the p�xrpose of this Agreement, Fort
Worth and Burleson sha11 provide interlibrary loan and reciprocal borrowing services to
qualified patrans af the other's library system at no cha�rge either to the parties or their
patrons.
�. DYSCLAIMER OF WARR.ANTIES AND LIMITATION OF LIAB�L�TY.
�1. Burleson acknowledges iha� Fart Vl�orth leases its System from a Third Party Vendor.
In addition, Burieson a�knowledges that operation af ihe System by F'ort Worth is largely
dependent on software license agreemen�s and other docwnents required by the Third Party
Vendor and/ar third party software manufacturers. All co�tracis, purchase agreements,
leases, soflware licenses and other documents related to the System ("System Documents"}
are public documents on fle in the City Secretary's Office of Fort Worth, are availablE for
inspection and copying by Burleson during norrnal business hours and are incorporat�d
herein by reference �or a11 purposes. .
5.2. BURLESON UNDEI�STANDS AND AGRE�S %HAT FORT WORTH DOES
NOT GRANT BURLES4NANY�il(�I�T ��'�AT 1'S �R�4TER �'HA.IV OR DIF�'ERENT
FROM ANY RIGH�' THAT FORT' WORTH� 1V�AY HAVE UNDER THE SYSTEM
DOCUMEIVTS INADDITION, BURLESON-U.1VD�RSTANDSr4ND AGd�E'ES T'�4T
FORT WORTH SHALL .NO� BE. LIAB�� TD. BUR�ESON FOI� ANY ,SFECIAL,
DIRECT', INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMA�ES OF ANY
SORT, INCLUDING WI�'HOUTLIMITATION, Df1M�1G�S TD PROPERT�'OR FQR
PERS'ONAL �1VJURY, DEATH, LOSS �FPROFIT'S OR SAVIIVGS, LOSS OF USE OR
ANY OTHER DAMAGES, WHETHEI� �ASED ON S`TRICT LIABILITY OR
NEGLIGENCE AND WHE7'HER RESULTING FROlI�t USE OF THE SY.�TEM OR
OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAG�'S F`OR PERSOIVAL
INJITRY OR PROPERTYDAMAGE ONLY �'O T'HE L�`XTENT CAUSED BY FORT
WORTH'S �VEGLIGENCE OR WILLFUL M.�SCOND UCT.
5.3. BURLE,SONHE�EBYACHNDWLEDGESAND.REPRE�SENTSTHATITI�IS
INDEPEIYDENTLY DETERMINED, WITH�UT RELIANCE ON ANY
REPRESENTAT.I�N,S 1VIADE BY OR OMISSIONS OF FORT' WORTH, THAT THE
S1'ZE, DESIGN, CAPACITY OF THE SYSTEMAlYD THE MANUFACTURER AND
SUPPLIER �1RE SATISFACTORY TO BURLESON INALL RESPECTS AND FOR
ALL INTENDED PURPOSES FORT W4RTH IIAS NOT MADE f1ND DOES NOT
HEREBYNfAKE�ANYREPRESENTATION, WAR.RA.NTYDl� COVENANT, WRITTEN
DR ORAL, STATUTORY, EXPRESS OR IMPLIED, AS T� ANY MATTER
�YIIATSOEVER, INCLUDING, WIT�SiO�T LIMITATID�V, THE DESIGN, QUALITY,
CAPACITY, MATERIAL, WORI�MANSHIP, OPERATIO�V, COND.ITION,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEIV OR
LATENT DEFECT OF THE SYSTE1Vl OR ANYPORTION THEREQF, OR A�` TD ANY
PA�ENT, COPYRIGHT OR ?'RADEIVIARKINFRINGEMENT. BURLESONHEREBY
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WAIV�S A1VD RELEASES FORT WORTH FROM ANY CLAI'1V� IT MAY HAVE
REGA.RDING, W�THDU1" LIMITATTON, THE DESIGN, CAPACITY, MATERIAL,
WOIRKMANS�IP, OPERATION, CONDITI0IV, MERCHANTASILITY OR FITNESS
FOR A PARTICULAR PURPOS'E, HIDDEN OR LATENT DEF�CT �F THE SYSTEM
OR ANY P4RTIDN THEREOF, AND A1VY CLAIM IT MAY HAVE AS TO ANY
PATENT, COPYRIGHT OR TRADENIART�IIVF'RINGEMENT:
5. TERMTNATION.
G.l.. By Either Party.
Eithex party may terminate this Agreement by providing written notice to the other
party at least o�e {1} year in advance. Tha effective date oi such tex�nination shall be the
January 31 st %llawing the expiration of the one (1) year's advance notice. In the event of
such termination, Burrlesan sha11 pay Fort Worth a11 compensation due hereunder through the
effective date of tenminafian. If Fort �Vorth iniiiaies ternlination, advance p��ents received
by Fort Worth prior to terminatian shall be refunded to Burl�son to the e�tent that such
paym�nts were for services to be� receiv�d ,after tlie effective da�e c�f termi.natinn. If Fort
Wortli should be unable t�o per%rm. its duties hereunder for any reason, az�d Burlesan, as a
result, fails to receive any a� the� servic�s for wliich Fort Warth is responsible under this
Agreement; then Bu.rleson shall nb� k�e liablc f�r the costs of such services du�g the period
that Fort V4�orth is unable to pe�£orm. If Burleson initiat�s termination, no ac�van.ce payrmenis�
ta Fori Worth received prior to the effective�date of termination sha11 be refuz�ded, includir�g,
but not limited to, Shares. At Burleson's request, Fort Worth will provide Buarieso� � at
Burleson's sole cost and expense and within ninety (90) days following the effective date of
termination, with an industry�stanc�ard copy af Burleson's data base on a machine-readable
tape in MARC format or such othex fo�at reasanably requested by Burleson and avai�able
to Fort Worth.
6.�. Default by Burleson.
6.2.1. Defined. Burlesan sha11 be in default under %hi.s Agreern�nt if Burleson (i)
fails to pay any compensa�ian or other amounts payable hereunder far a period of thirty {30}
days or more foliowing receipt by Burleson of written notice thereof or (ii) iakes an� action
that materially prevents Fort Warth from its performing its duiies and obligations hereunder
(such as, for illustrative purposes oz��y, �restricting access far installation of the System) and
such condition continues for a period of thirty (3Q} days or mare foliowi_ng receipt by
Burleson of varitten notice thereof (collectively a"Burleson DefauIt").
6.2.2. Renr�edies. Fort Worth's ability to pay for the Systern is due, iz� part, to the
anticipatec� receipt of compen.satian f�rom Burleson per this Agreement and from ather
Tarrant County communities linked to the System pursuant to similar agreements. In
reliance on this participation and joint cooperatian by Burleson and such other communities,
Fart Wnrth has entered into System Documents with rriultiple-year terms that have required
S
advance planning and lon�-term financial commitments. Therefore, if a Burleson Default
occuxs, Fort Warth may exercise any and a11 of the following remedies: (i) declare a Burleson
Default in w�rititlg to Burieson and terminate this Agreement i�nrnediately; (ii) recover from
Burlesan a1l cozx�.pe�satian then due and unpaitl; and (iii) recaver from Burleson all
compensation to become due, by acceleration or otherwise, from the effective dat� of
termination through the immediatel� foliowing January 31.
6.3. Default by Fort Wor~th.
Fort Worth will be in default under this Agreement i�Fart Worth fails to perform or
cause to be per%rmed any of Fort Worth's duties and obligatians to Burieson under this
Agreement aa�d such failure coniinues unabated for a period oithirty (3p} consecutive days
or more followzng xeceipt by For� Worth of written natice thereof (a "Fort Worth Defaulf").
If a Fort Worth Default occurs, Burleson may declare a Fort Wor�h Default in wriiing to Fo�;
Worth and ternvnate t�ii.s Agreement iminediately, in wIuch case advance payzx�ents recexved
by, Fort Worth from Burlesan hereundex shaIl b� refunded to Burleson to ihe extent �tb.at such
payments were for servi�es, to be received after the effective date of terrnination.
� 6.4. Term�nation of Sy�te�x Ilo�uments. _ "- . _.
� Tf 'any of the ��y�tem Documents are ter�inatec� and such termination rnaferialiy �. �� _
preven#s Fort �Iarth f�om`perforxnanc� under this Agreement, Fort Worth may i�rminate this .��
Agr�em�nt upon provisian of w�ritten noti�e ta Burleson. ,_ •
b.�.. Fiscal Fundin� Out.
Burleson will use its best efforts � to apprapriate sufficient funds to suppart it.s
obligations under this Agreement. However, in the event that sufficient funds are not
apprapriated by Burieson's City Council and. Burleso�, as a result, is unable to fulfill its
oblxgatians und�r this Agreement, Burleson (i) shall promptly notify Fort Worth in wri�ing
and (ii) may ternzinate thi� Agreement, effective as of t11e last day for which sufficient funds
have been apprapriated.
i. MISCELLANEOUS.
'�.1. Ownership of Data Base. Bur�eson shall at all times retain ownership and use af
its database, including patron files and records.
7.2. Current Revenues. All of Burleson's financial obligations ta �'ort Warth under this
Agreement shall be paid from current r�venues available to Burleson.
'�.3. No Waiver. The failure of eithex party ta insist upon the perfarmance of any
provision ar condiiion of fihis Agreement or to exercise any right granted herein shali not
canstitute a�aiv�r of that party's right to insist upon apprapriate perfarmance or to as�ert
any such right on any futur� occasion.
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i.4. SeverabiIity. if any provision af this Agreement is held by a caurt of competent
jurisdiction to be invalid, illegal or unenforceable, the validity,legality and en�'orceahility
o��li� remaining provisions shall not in any way be affected or impaired.
�:
7.a. Force Majevre. The parties shall exercise fbeir best efForts to meet their respective
duties and obligations hereunder, but s�all nofi he held liable for any delay in or ornission of
performance due to forc� majeure or o�her causes beynnd their reasonable conirol, including,
bui not limited to, compliance with any sta�e or federallaw ox regulation, acts of God, fires,
strikes, lockouts, national disastersy wars, riots, material or labor restrictions, transportation
problerns or existing contractual obligations directly related to the subject matter of this
Agr�ernent.
7.6. Venue and Jurisdiction. This Agreement sha11 be constrcied in accardance with the
laws a� the State of Texas. Venue for arry action brought on the basis of this Agreement
shail lae exclusively in state courts located in Tarrant Caunty, Texas or ihe United States
Districi Cc��tt �orr the Narther� District of Texas — Fort Worth Di�ision. In any such action.,-
the px.euailing.party shall recove� from the other all xeasonable attorneys' fees, ��urt c�sts
and other reasonabl�e �xpenses incuz�red as a result of the action. . �
7e7. -System Dacuuzents Control. In the event of any conflict between� this Agreerrn.en4.
`anc� the Systerri Doc�iu�n�nts,.the System Docurrients shall cont�rol. �
7.8. E�tire�y of Agr+eem�nt. '�`Iiis written insiru�xaent, including all Exhibits attache�
hereto and an.y documents incorporated herein by reference, cantains �he entire understanding
and agreement hetween Fort Worth and Bur�eson as to the mat�ers contained herein. Any
prior or conte�aporaneous ora.l ar written agreement is hereby declared null ar�d v�id to the
extent in conflict wath this Agreement. This Agreement may nat be amended unless set forth
in writin� and signed by both parties.
EXECUTE� in multiples as of the later date indicated below:
CITY OF FQRT
Jae Pani:�u
1�.551St�'. �'
CITY OF �i1RLESON:
/� By: �
Byr�i Black
�er Mayor
Date: � 5 D �?i
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Date: � � ����U�
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ATTEST-,
B�''_ � ' �i ,. ' ,� ' -_
iiloria Pearspi�, f
City 5ecretary
City of Fart Worth
APPROVED AS TO FORM AND LEGALITY:
BY� /��'�-G'v V �-�1
Peter Vaky �
Assistant.City Attorney
M&C; ��I�U2�
3�2�-DZ-
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ATTEST:
Jy� _,•
B�: I ' 1� �
Mary Kay r �
City Secre ary
City of Burleson
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DATE REFERENCE NIJMB�R I LDG NAM�
3126102 �.1 ����
84BURLES�N
PAGE
'� Of 2
SUBJECT INTERLOCAl� AGREEMENT FOR AUT�MATED LIBRARY CIRCULATION AND
RELATED SERVICES BETWEEN THE CITIES O� FORT WORTH AND BURLE50N
AND ADOPTION OF RELATED APPROPRIATION ORDINANCE
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager ta enter into a five-year, renewable Interlocal Agreement with the City of
Burieson for the provision of aut�ma#ed library services; and
2. Adapt ihe at�ached appropriation ordinance increasing estimated receipts and appropriations in the
5pecial Revenue Fund by $80,025.
DISCUSSI�N:
On June 25, 1985 (M&C P-1777), the City Council approved the ariginal purchase af an auiomated
library system for #he Fort Wor�h Public Library. In planning for that sysf�m and its successors,
provisians were made to g��e Fort Worth �he ability to offer automated services to public libraries in tF��
North Texas Regional Li6rary System, other City departments, businesses, an� other [ibraries in the
area on a cost-sharing basis.
On January 14, 1988 (M&C C-9463), the City Council approved an Int�r[acal Agreement with Haltom
C�ty to take ad�antage of sharing the Fort Vllarth library system. The City of Keller joined the system in
9�92, and t�e cities of Watauga and Richland Hills joined the system in 1998. The City of Benbraok's
l.ibrary District became a client in 2aa9. All faur cifies and the Benbrook Library Dis#rict have currenfi
Interloca! Agreemenfis.
Under fhese agreements, the Fort Worth Public �ibrary provides automafed li�rary services for these
fibraries on a cast-sharing basis wh�re each computer workstation is e�ual to one "sha�e" �n the
system. Included in #he contract are reciprocal borrowing pri�ileges far the patrons of the Fort Worih
P�blic Library and thase of tt�e client libraries.
The City of Burleso� desires to purchase library �ervic�s from �ort Worth at this time. Under this
agreement, Burleson w�l! pay a flr�e time cost af $80,025 to purchase 13 shares, software, and services,
and can purchase additional shares at a price determined at the time of purchase. Burleson will a[s�o
pay for all equipmen# instailed in its facility.
Fort Worih will provide annual maintenance service� for an additionai fee, which may be adjusted from
year-to-year. BurEeson's buy-in, inciudes first year maintenance costs. The following years maintenance
charge wil[ �e $15,Q09.
All revenue fram selling shares in the Library's automated system will be deposi#ed in the Library
Automated System 5haring 5pecial Revenue Fund. This account is reserved far future expansion af
�`ity of'1�'o�t Worth, �`exas
�l�y�r aa�� �������
C�r�u�i��tion
DA7� REFERENCE NUMBER LOG NAME PAGE
3�26�02 ��19026 84BURLE50N 2 of 2
sua��cr INTERL.00AL AGREEMENT FOR AUTOMATED LIB RY CIRCULATlON AND
RELATED SERVICES B�TWEEN THE CITIES OF FORT WORTH AND BURI.ESON
AND ADOPTfON OF RELATED APPROPRIATION ORDINANCE
the Library's central site computer hardware and software.
FfSCAL INFORMATIONICERTIFlCATION:
The Finance Director certifies that upon appraval af tf�e a�ave recommendations and adoption of the
attached apprapriation ordinance, the Library Depar�ment, Administration Division will be res�onsible
for the collection of revenue due ta the Cify of Forf VVorth and that all costs associated with this contract
wip be borne by the City of Burleson. Therefore, there will be no cost ta the City af Fart Wor�h.
JP:n
Suhmitted for City Manager's
Qf�ice by:
I FUND
(to)
GR03
G140
�
770b I (from)
�
770G I
I ACCOUNT I CENTCR I AMOUNT
CITY SECRETARY
Joe Paniagua
Originating Departrnent Head:
Gleniece Rabinson
Additional Infnrmation Contact:
Glenieoe Robinsan
467092 084840010Q00 $80,025.DD �
�
�
-1
APPROVED �3126/62
ORD.# 15052