AGREEMENT RE INTERIM LIBRARY NETWORK SERVICES WITH CITY OF SURPRISE.DOCX
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RFLS #8684 Page 1 of 7 02/23 SERVICES AGREEMENT BETWEEN THE CITY OF SURPRISE, ARIZONA AND MARICOPA COUNTY LIBRARY DISTRICT Agreement Number: Click here to enter text. THIS AGREEMENT is made between the CITY OF SURPRISE, an Arizona municipal corporation (the “City”) and, MARICOPA COUNTY LIBRARY DISTRICT (“County”). The City and County agree as follows: RECITALS NOW, THEREFORE, in consideration of the foregoing recitals, the obligations set forth herein, and other good and valuable consideration, the parties hereto agree as follows: AGREEMENT 1. Term of Agreement. This Agreement is effective as of the date the last party executes the Agreement. The term of this Agreement will end on July 1, 2023. 2. Termination; Cancellation. 2.1. For Convenience. This Agreement may be immediately terminated, with or without cause, by either party by providing the other party with at least thirty (30) days’ written notice of such termination. 2.2. Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. Either party may cancel this Agreement without penalty or further obligations if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of a party is at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or a consultant to any other party of the Agreement with respect to the Agreement subject. 2.3. Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the City and County. 2.4. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement must be in writing. Notices will be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below, (iii) given to a recognized RFLS #8684 Page 2 of 7 02/23 and reputable overnight delivery service, to the address set forth below, or (iv) delivered by facsimile or e-mail transmission to the number/address set forth below or at such other number/address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this section. Notices are deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day, or (iv) when received by facsimile or e-mail transmission during the normal business hours of the recipient. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party will mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 3. Miscellaneous. 3.1. Indemnification. Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (as "Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "Claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or To the City: City of Surprise 16000 North Civic Center Plaza Surprise, Arizona 85374-7470 Attn: Kelsey Lamphier, Arts, Culture, and Library Director E-mail: Kelsey.Lamphier@surpriseaz.gov With Copy to: Surprise City Attorney’s Office 16000 North Civic Center Plaza Surprise, Arizona 85374-7470 Facsimile: 623-222-1101 If to County: Maricopa County Library District 9330 E. Riggs Rd. Sun Lakes, Arizona 85248 Attn: Jeremy Reeder, Library Director/County Librarian RFLS #8684 Page 3 of 7 02/23 other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. 3.2. Insurance. Each party hereto agrees to secure and maintain adequate insurance coverage for any and all risks that may arise of the terms, obligations, operations, and actions, as set forth in this Agreement, including, but not limited to, public entity insurance. The acquisition of this insurance or maintenance and operation of a self-insurance plan may fulfill this insurance requirement. 3.3. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. 3.4. Compliance with Ariz. Rev. Stat. § 35-394. County hereby certifies that it does not currently, and agrees for the duration of this Agreement, that County will not, use: 1. The forced labor of ethnic Uyghurs in the People’s Republic of China; 2. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or 3. Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Further, County hereby agrees to indemnify and hold harmless the City, its officials, employees, and agents from any claims or causes of action relating to the City’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the City in defending such an action. 3.5. City Data. All records, data, or other information collected, learned, discovered, or otherwise provided by Contractor (or its subcontractors) under this Agreement shall belong exclusively to the City (“City Data” for purposes of this paragraph). Contractor shall provide all City Data, in a machine readable format, to the City within thirty (30) days following any termination of this Agreement. The City shall be capable of extracting all City Data from the Software via secure fire transfer or a secure API as frequently as needed during the term of this Agreement. RFLS #8684 Page 4 of 7 02/23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date the last party signs. For the City By: Printed Name: Kelsey Lamphier_______ Title: Arts, Culture, & Libraries Director_ Date: For CountyMARICOPA COUNTY LIBRARY DISTRICT BOARD OF DIRECTORS BY: By: Chairman, Board of Directors Printed Name: Title: Date: ATTEST: _______________________________ Clerk of the Board Date: ____________________ Approved as to form: ______________________________ Deputy County Attorney The foregoing Agreement has been reviewed by the undersigned counsel who has determined that it is in proper form and within the power and authority granted under the laws of the State of Arizona. RFLS #8684 Page 5 of 7 02/23 By:________________________________ __ Attorney City of Surprise By:__________________________________ Attorney Maricopa County Library District RFLS #8684 Page 6 of 7 02/23 EXHIBITS TO SERVICES AGREEMENT BETWEEN THE CITY OF SURPRISE, ARIZONA AND COUNTY [Scope of Work/Fee Schedule/Proposal] EXHIBIT A – “Services” Background: [If we don’t use recitals, I would suggest adding a short paragraph as background – primarily, to memorialize the continuity of services.]The IGA for the operation of the three (3) City of Surprise libraries expires March 2, 2023. In order to have continuing library services at the three locations, Asanti, Holllyhock and Northwest Regional, an interim solution is needed while waiting for a separate City of Surprise network and instance of Polaris are developed. Scope of Work: Technology. The County will maintain the existing server networks, hardware, maintenance, and support for staff and patron computers, printers, payment processors, library equipment, telephone system(s) (such as the Cisco phone system), and Wi-Fi. Further, the County will provide maintenance and support for staff until the end of the continuity agreement. ILS Access. The County will provide Polaris Accounts for all City Library Staff and grant access to the materials and patron database for the Regional, Hollyhock, and Asante Libraries. ILS Equipment. The County will continue to manage all library hardware integrated with the Polaris ILS system including patron computers, self-checkout machines, payment processors, book sorters, RFID pads, security gates, and scanners. Physical Collection. The County agrees to leave any County-owned circulating assets currently assigned to the Regional, Hollyhock, and Asante Libraries in place until July, 1, 2023. City-owned materials which constitute the majority of the collection will continue to be accessible to all County patrons until July 1, 2023. RFLS #8684 Page 7 of 7 02/23 Courier Service. The County will continue to include the three Surprise library branches in its courier route allowing the transportation of materials countywide as well as the delivery of new materials. REMOVED Pricing: In consideration of the payment of Thirty Thousand Dollars ($30,000.00) per month to cover the costs of all Services, including, but not limited to, all labor, travel, and expenses through completion of the work. The total possible cost over the life of this Agreement will be up to $120,000.00 (four months). Such payment will be made for the months of March through June 2023, unless this Agreement is sooner terminated. Any partial months will be prorated. Supplies, Equipment and Library Materials: The purchase of any and all supplies, equipment and library materials for the City of Surprise libraries are outside the services listed above. These items are not included in the flat monthly cost of $30,000 and will be billed to the City of Surprise at cost plus 10% overhead. Warranty: The County represents and warrants that it has the authorization to provide the City with all such licenses to use Polaris and related services.