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2001-002 ORDINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE TEXAS STATE LIBRARY AND ARCHIVES COMMISSION TO PROVIDE INTERLIBRARY LOAN SERVICES TO MULTITYPE LIBRARIES IN TEXAS, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Manager is hereby authorized to execute an agreement with the Texas State Library and Archives Commmslon to provide lnterhbrary loan services to multltype hbranes m Texas in substantially the same form as Exhibit A, which is incorporated by reference as if fully set forth herein SECTION 2 That this ordmance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the c~ ~/~ day of~ 2001 EUL1NE BROCK, MAYOR ATTEST' JENNIFBR WALTERS, CITY SECRETARY AP~OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Contract # 306-01-8107 TSLAC's coding: Index 17722 Agency Object Code: 7210 TEXAS STATE LIBRARY AND ARCHIVES COMMISSION CONTRACT FOR SERVICES This Contract and Agreement is entered into by and between the Texas State L~brary and Archives Comrmssion (TSLAC) and Denton Public Labrary, pursuant to the authority contracted and in comphance with the provisions of the Texas Government Code Chapter 441 I CONTRACTING PARTIES The Receiving Agency Texas State Dbrary and Archives Conmusslon (TSLAC) The Perforrmng Agency Denton Public Dbrary II STATEMENT OF SERVICES TO BE PERFORMED A The Contracting Parties agree that the following services will be performed under this contract 1 The Peffomnng Agency will fill requests for the loan or photocopying of library materials to all Texas public, acadenuc, and special hbranes without charge to the individual bbranes when those requests are received on the OCLC lnterhbrary loan system from the ten lnterhbrary loan centers that make up TexNet Abllene Public L~brary, Amarillo Public Library, Austan Public Library, Corpus Chnsu Public Library, Dallas Public Library, Fort Worth Public Library, Houston Public Library, Lubbock City-County Labrary, San Antonio Public Library, and, Texas State Library and Archives Cormmssion (TSLAC) 2 The Perfonmng Agency will fill requests for the loan or photocopying of library materials to Texas public hbranes that are members of the Texas Group (TX@G) when those requests are received on the OCLC lnterhbrary loan system 3 The Perforrmng Agency will be reimbursed by the TSLAC for a maximum of 250 net loans at $4 00 each The number of loans will be deterrmned by analyzing the lending and borrowing activity reported in the custormzed OCLC statistical reports 11I PAYMENT FOR SERVICES The Receiving Agency shall pay for services provided from appropriated items or accounts of the Receiving Agency from which lake expenditures would normally be paid, based upon reports received from OCLC by the Receiving Agency Page 1 of 7 TSLAC, in accordance with the State of Texas purchasing procedures, State of Texas Laws (Article 60lB, Vemon's Texas C~wl Statutes) and General Servaces Cormmss~on (GSC) Rules has assued the Purchase Order for this procurement IV TERM OF CONTRACT This contract is to begtn September 1, 2000, and shall tenmnate August 31, 2001 V BASIS FOR CALCULATING PAYABLE COSTS The Rece~wng Agency will reimburse the Perforrmng Agency $4 00 for each net quallf3ang ~nterhbrary loan request received on the OCLC system, or from members of the Texas Group hbranes, up to a maximum of 250 net loans The number of loans will be deterrmned by analyzing the lemhng and borrowing act~wty reported ~n the OCLC stat~stacal reports Reimbursements for these serwces wdl be made ~n a s~ngle payment on or before October 31, 2001 VI CONTRACT AMOUNT The total amount of th~s contract shall not exceed $1,000 In order to redistribute unspent funds to h~gher perforrmng hbranes, the Rece~wng Agency shall automatically adjust the amount of th~s contract based on verification of total net loans made by the Perfonmng Agency as reported ~n the OCLC statistical reports dunng the first rune months of this contract Should the rewsed final net loan activity be at least $100 less than the original estimated performance, the Receiving Agency shall prowde written notification to the Perforrmng Agency of the contract reductmn amount within 30 days of receiving the OCLC activity report for the first mne months Should the revised final net loan actlwty be at least $100 more than the original estimated performance, and prowded funds are avmlable, the Receiving Agency shall promde written notification to the Perforrmng Agency of any contract increase amount w~thln 30 days of rece~wng the OCLC activity report for the hrst rune months Th~s contract is subject to avmlablhty of funds Source of funds will be Federal Fund CFDA #45 310, Institute of Museums and L~brary Servme, State L~brary Program, Federal F~scal Year 2000 Carryover, State AY 2001 A breakdown of the funding ~s prowded below, m accordance with reqmrements from the Institute of Museum and L~brary Services · Percentage of the total costs of the program which wdl be financed with Federal money 100% · Dollar amount of Federal funds for the project $1,000 Page 2 of 7 · Percentage and dollar amount of total costs of the project that will be financed by non- government sources 0 00% vn TERMS AND CONDmONS A General Terms and Conditions These General Terms and Conchtions shall be made a part of and govern this contract 1 No substltutaons or cancellations shall be penmtted without written approval of ~ TSLAC 2 The Peffonmng Agency affirms that it has not g~ven, offered to g~ve, nor intends to gore at any time hereafter any econonuc opportunity, future employment, g~ft, loan, gratmty, special discount, trip, favor, or service to a public servant in connection with this contract The Perfonmng Agency further affirms that its employees or agents shall neither sohcit nor accept gratuities, favors, or anything of monetary value from contractors, potential contractors, or parties to subagreements 3 The Contracting Parties may terrmnate this contract by g~vlng written not~ce at least thirty (30) days prior to the effective dates of such terrmnanon (See Paragraph C regarthng Dispute Resolution procedures ) B Governing Law This agreement shall be construed and governed by the laws of the State of Texas B Alternative Dispute Resolution Unless an applicable state statute or apphcable federal law establishes another procedure for the resolution of thsputes, the dispute resolution process provided for in Title 13, TAC shall be used, as further described herein, by TSLAC and the contractor to attempt to resolve all chsputes arising under the contract 1 All disputes between the paraes under this contract that cannot be resolved by the parties m the ordinary course of business, including, but not hrmted to, those concerning the scope and interpretation of contractual requirements, their enforcement and performance, and any costs associated therewith, must be subrmtted to the d~spute resolution process provided m Texas Admtmstrattve Code, Title 13, Part I, Chapter 2, subchapter A For the purposes of ~mtlat~ng the process, the person to whom written notice of such thspute must be subrmtted ~s Ms Peggy D Rudd, D~rector and L~branan Smd notice must also be gdven to all other representatives of TSLAC and the contractor otherwise entitled to notice under the panties' contract 2 The contested case process provided m chapter 2, subchapter A, of the Texas Admtmstrattve Code ~s the contractor's sole and exclusive remedy for an alleged breach of contract by TSLAC ~f the part~es are unable to resolve their dispute 3 Compliance with the contested case process provided in subchapter A is a conditaon precedent to seektng consent to sue from the Legislature under Ch 107 of the Civil Practices and Remedies Code Nmther, the execution of this contract by TSLAC, nor Page 3 of 7 any conduct of any representative of TSLAC thereafter shall be consadered a wmver of sovereagn ammumty to stat D Default In the event that the Perforrmng Agency fails to carry out or comply with any of the terms and conditions of the agreement with TSLAC, TSLAC may notify the Perforrmng Agency of such fmlure or default in wntang and demand that the fmlure or default be remedied within ten (10) days In the event that the Pefforrmng Agency fmls to remedy such fmlure or default within the ten (10) day period, TSLAC shall have the right to cancel the agreement upon thirty (30) days written notice or immediately The canceltataon of the agreement, under any clmumstances whatsoever, shall not effect or relieve Perforrmng Agency from any obhgatlon or liability that may have been incurred or will be incurred pursuant to th~s agreement, and such cancellation by TSLAC shall not hnut any other right or remedy avmlable to TSLAC at law or ~n equity E Definltaons Whenever the following terms are used an these General Terms and Conchtlons, or in other documents, the intent and meaning shall be interpreted as follows TSLAC shall mean Texas State Dbrary and Archives Commasslon Pefforrmng Agency shall mean the hbrary or other entity awarded an agreement for servaces under this contract in accordance with the terms, conthtlons, and reqmmments hereto F Independent Perforrmng Agency Status Pefforrmng Agency agrees that Perforrmng Agency and Perforrmng Agency's employees and agents have no employer-employee relationship with TSLAC TSLAC shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, federal or state unemployment taxes, income tax withholding, Workers Compensation insurance payments, or any other insurance payments, nor wall TSLAC furmsh any medical or retirement benefits or any prod vacation or s~ck leave G Sales and Use Tax TSLAC, as an agency of the State of Texas, qualifies for exemption from State and Local Sales and Use Taxes pursuant to the provisions of the Texas Lmuted Sales, Excise, and Use Tax Act The Performing Agency may clmm exemption from payment of applicable State taxes by complying with such procedures as may be prescribed by the State Comptroller of Pubhc Accounts H Observance of TSLAC Rules and Regulatmns Perforrmng Agency agrees that at all t~mes its employees will observe and comply w~th all regulations when accessing the TSLAC facdlt~es, including, but not hrmted to, parlang and security regulations Page 4 of 7 D Pubhc~ty Perforrmng Agency agrees that ~t shall not pubbc~ze th~s agreement or d~sclose, confirm or deny any detmls thereof to third pames or use any photographs or wdeo recordings of TSLAC's name ~n connecuon w~th any sales promoUon or pubhc~ty event w~thout the prior express written approval of TSLAC E Severabd~ty If one or more prows~ons of the resultant agreement, or the apphcat~on of any prows~on to any party or c~rcumstance ~s held ~nvahd, unenforceable, or illegal ~n any respect, the remmnder of the agreement and the apphcat~on of the prows~on to other part~es or c~rcumstances shall remmn valid and m full force and effect F Non-Wmver of Defaults Any fmlure of TSLAC at any tame, to enforce or reqmre the strict keeping and performance of any of the terms and conditions of th~s agreement shall not constitute a wmver of such terms, conchtaons, or rights, and shall not affect or ~mpmr same, or the right of TSLAC at any t~me to avml ~tself of same G Property R~ghts For purposes of th~s contract, the term "work" ~s defined as all reports, work papers, work products, materials, approaches, designs, specifications, systems, documentatmn, methodologies, concepts, ~ntellectual property or other property developed, produced or generated ~n connection w~th the services prowded under the contract The TSLAC and Perforrmng Agency ~ntend th~s contract to be a contract for servmes, and each considers the work and any and all documentauon or other products and results of the services to be rendered by Perfonmng Agency to be a work made for h~re By execuuon of a contract for these services, Perfonmng Agency acknowledges and agrees that the work (and all rights there~n) belongs to and shall be the sole and exclusive property of the TSLAC If, for any reason, the work would not be considered a work-for-hire under apphcable law, Perfornmng Agency does hereby sell, assign, and transfer to the State L~brary, ~ts successors and assigns, the entare right, tatle and ~nterest ~n and to the copyright m the work and any registrations and copyright apphcat~ons relatxng thereto, and any renewals and extensions thereof, and ~n and to all works based upon, derived from, or ~ncorporat- mg the work, and m and to all income, royalties, damages, clmms and payments now or hereafter due or payable wxth respect thereto, and ~n and to all causes of action, e~ther m law or m eqmty for past, present, or future ~nfnngement based on the copyrights, and ~n and all to rights corresponding to the foregoing Perforrmng Agency agrees to execute all papers and to perform such other property rights as the TSLAC may deem necessary to secure for the TSLAC or ~ts designee the rights hereto assigned Copyrightable material made by the Performing Agency for TSLAC shall be considered work-made-for-h~re for TSLAC w~th~n the meamng of the copyright laws Perfornmng Agency shall assign all rights, t~tle and ~nterest ~n such copyrightable materials to TSLAC Should th~s work product prove to be patentable, Perfonmng Agency w~ll Page 5 of 7 assign all patent rights to TSLAC upon request The TSLAC shall have the right, at its d~scretlon, to keep such work product as a trade secret Any pubhcatlon or presentation resulting from or primarily related to the work conducted under this contract shall contmn the following chsclmmer The act~wty that is the subJeCt of th~s repot was supported in whole or in part by the Institute of Museum and Labrary Servmes However, the opunons expressed herein do not neCessarily reflect the posltaon or pohcy of the Institute of Museum and l_abrary Services, and no official endorsement by the Insutute of Museum and I. abrary Services should be inferred PromotJonal materials, blbhographies, and other such short p~eces should g~ve the following acknowledgement Pubhshed w~th funds granted by the Texas State Libraries and Archives Comrmssion under the Library Services and Technology Act, Public Law 104-208, as amended D Acceptance of Products and Services All services performed under this agreement shall be to the satisfaction of TSLAC and ~n accordance w~th the specifications, terms, and condit~ons of th~s agreement TSLAC reserves the right to inspect the services performed, and to deterrmne the quality, acceptability, and fitness of such products or services Page 6 of 7 THE UNDERSIGNED RECEIVING AGENCY Hereby certifies that: (1) services specified above are necessary and essential for activities that are properly within the statutory functions and programs of the affected agencies of State Government; (2) the services, supplies or materials contracted for are not required by Section 21, Article 16, of the Constitution of Texas to be supplied under contract given to the lowest responsible bidder; (3) that the arrangements and payments contracted for will be conducted in compliance with Library Services and Technology Act (LSTA), Public Law 104-208, and the State Plan for LSTA in Texas. RECEIVING AGENCY PERFORMING AGENCY Texas State Library and Archives Commission Edward Seidenberg, Assistant State Librarian Date Donna Osborne, Chief Fiscal Officer Denton Public Library v, i na-ture . ust// of icial empowerfd m dd~fer into contracts) Michael W. dez Typewfi~en or Prin~d Name Above City Manager Title January 2, 2001 Date Type or print name of local fiscal officer responsible for account into which these funds are to be paid. Gary Calmes Name of Fiscal Officer Controller Title (Must be an official of the Performing Agency) 215 E. McKinney, Denton, TX 76201 Address 940.349.7281 Telephone Number Page 7 of 7