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HomeMy WebLinkAbout25A - AGMT - LIBRARY AUTOMATION SYSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 17, 2014 TITLE: AGREEMENT WITH THE LIBRARY CORPORATION FOR THE LIBRARY AUTOMATION SYSTEM CITY MANAG RECOMMENDED ACTION Authorize the City Manager and the Clerk of the Library Corporation, Inc. for database subscription to exceed $112,739 for a three -year term, subject City Manager and City Attorney. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Council to execute an agreement with The and maintenance services in an amount not to non- substantive changes approved by the On June 16, 2003, the City Council approved an agreement between the City of Santa Ana and The Library Corporation, Inc. (TLC) to provide a library automation system. TLC provides the Library with a web -based client server that manages library accounts and maintains an inventory of books in -stock and circulating. The software allows patrons to search the catalog of inventory from a Library computer, or remotely through an internet connection. The software includes a report module that prints a variety of information, including circulation statistics and the number of titles in each collection. The acquisition module helps manage the book budget for each collection and provides a quick and efficient way to search for new titles, process orders, and catalog items being added to the collection. Maintenance services include 24 -hour telephone and online support, licensed software updates, staff training, online access to cataloging resources, and enhanced content databases. The agreement is for a three -year period from July 2014 through June 2017 at a cost of $31,618 per year. By committing to a three -year term, the city will not be subject to the company's annual CPI increase thereby realizing a savings of $9,806 for the City over the three -year period. The service will be upgraded by providing enhanced presentation of book content on the public catalog. The cost of the upgrade for three years will total $17,405. Additionally there is a one- time charge of $480 for Quickscan support. The total cost of the agreement is not to exceed $112,739 over the three -year term. 25A -1 Agreement with The Library Corporation June 17, 2014 Page 2 FISCAL IMPACT Funds are available in the Library's Technology & Support Services account (01111190 62300). APPROVED AS TO FUNDS AND ACCOUNT: i Gerardo Mouet, Francisco Gutierrez, Executive Director Executive Director Parks, Recreation and Community Finance and Management Services Agency Services Agency Exhibit: 1. Agreement 25A -2 AGREEMENT WITH THE LIBRARY CORPORATION FOR LIBRARY SUPPORT AND SERVICES THIS AGREEMENT, made and entered into this 17th day of June, 2014 by and between The Library Corporation, a corporation organized under the laws of the State of Maryland, with its principal place of business at Research Park, Inwood, West Virginia, (hereinafter "TLC" or Consultant), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. In 2001, Consultant TLC and the City entered into an agreement whereby Consultant installed and serviced a computerized system consisting of hardware and software for authority control, cataloging/database management, public access cataloging, circulation, acquisitions, bookmobile, homebound, serials control, OPAC access via the World Wide Web, external /internal multimedia database access, internet sessions, and management Information systems. Since 2001, consultant has been retained to maintain, upgrade and service the library information computer system. City desires to retain Consultant to maintain, service and upgrade the library computerized information system. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $112,739.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 16, 2017, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be 25A -3 subject to three (3), one -year extensions on the same terms and conditions upon an Amendment in writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 25A -4 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by 25A -5 operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: and Library Director City of Santa Ana 20 Civic Center Plaza (M -75) P.O. Box 1988 Santa Ana, California 92702 Fax 714 -647 -6515 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -6515 To Consultant: The Library Corporation: Controller The Library Corporation Research Park Inwood, WV 25428 Telefacsimile (304) 229 -0295 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 25A -6 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 25A -7 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUI7,AR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Att mey By: Je t Stnoar sistant City Attorney DAVID CAVA70S City Manager 25A -8 RECOMMENDED FOR APPROVAL: CONSULTANT: Gerardo Mouet (NAME) Executive Director — PRCS (Title) Tax ID# 25A -9 EXHIBIT A The Library Corporation (TLC) Services to be provided to the Santa Ana Public Library and annual costs for those services under the proposed three -year agreement. • Library Solution SUPPORT - $31,618.00 - Library Solution is the designation of TLC's Integrated Library System which Santa Ana Public Library has had in place since 2002. The Library Solution package includes: • You See More —The public access catalog which enables the public to browse /search our materials inventory by author, title, subject, series, International Standard Book Number (ISBN), keyword, notes and publisher. Patrons can also limit their search by medium, collection and other factors, while saving items to a list and storing the list in their personal account. • LS2 PAC —The newest TLC interface which facilitates use of mobile devices to access information, as well as the integration of a -book and other platforms into the system. LS2 PAC can be accessed in the library or remotely via the Internet. • LS2 Kids — The public access catalog which enables parents and children to search our materials inventory in a manner more accessible to younger users by way of pictures and age appropriate categories. This function is also accessible remotely via the internet and can be used for mobile devices. • L52 Staff —The web -based module which completes and documents transactions (check outs and check ins), maintains borrower histories and actions, and tracks and reports the status of each item in the inventory. This module provides software for the cataloging of new materials and their integration into the public catalog, and for the online selection and ordering of new materials. It also provides flexibility and scalability to permit mobile device usage for circulation tasks. • LS OSA —The software which tracks materials orders and insures that they are charged to the correct account. • LS Serials — The software that tracks magazine and newspaper orders, monitors reception of items, and adds them to the public access catalog. • 239.50 —Server Software for searching and retrieving information from a database over a TCP /IP computer network. • SIP Communication Software - software to permit utilization of Overdrive (e -book, e- audiobook) software within the catalog. • LS2 Reports —The web -based preprogrammed statistical reports. • Licensed software support includes telephone diagnostic service available during normal company business hours (7:30 a.m. 0 12:00 midnight EST Monday— Friday) additionally with emergency referrals from The Library Corporation's Operations Center to on -call personnel, 24 hours per day, 7 days per week. All Library.Solution customers have access to the Library Corporation's toll -free (800) telephone line. The Library Corporation shall respond in a prompt, commercially reasonsonable manner within two 25A -10 (2) hours during the support hours. Software Support also includes access to the Library Corporations' online support center, which can also be accessed 24 hours per day, 7 days per week to view, update, and submit support requests. Software support by the Library Corporation will provide: 1) Technical assistance by telephone, email, fax service and /or courier; 2) Correction of errors in Licensed Software; 3) New releases of Licensed Software modules and documentation, as available, at no charge other than the Software Support cost; 4) Off -site back -up of customized source code. OPAC Enrichment Support - $5,631 (year 1), $5,800 (year 2), $5,974 (year 3) — This service provides full -color book jackets to illustrate items in the catalog, increasing the attractiveness and utility of item descriptions. • SCAN 6000 Scanner Support - $480 (year 1), 0 (years 2 -3) — Technical support for breakdowns of hand scanners used in reading barcodes of items checked in /out. 2016- 2014 -2015 2015 -2016 2017 Cnmmanr Cost Breakdown Quickscan 6000 Plus Support $480 $0 $0 Remove Quickscan support after July 2015 Library Solution Software $31,618 $31,618 $31,618 Enhanced Content Renewal for book jackets $5,631 $5,800 $5,974 TOTAL $37,729 $37,418 $37,592 Three years $112,739.00 25A -11 25A -12