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HomeMy WebLinkAbout432384 BIBLIOTHECA - CONTRACT - CONTRACT - 31985SERVICES AGREEMENT THIS AGREEMENT is made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, (the "City' on behalf of the FORT COLLINS REGIONAL LIBRARY DISTRICT ( the "Library', and Bibliotheca, Inc , (the "Service Provider") WITNESSETH In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties as follows. 1. Scope of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached as Exhibit "A", consisting of one (1) page and incorporated herein by this reference 2 Contract Term This Agreement shall commence upon its execution, and shall continue in full force and effect for one year after execution, unless sooner terminated as herein provided _In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods Renewals and pricing changes shall be negotiated by and agreed to by both parties The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end 3 Work Schedule The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B", consisting of two (2) pages, and incorporated herein by this reference 4 Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excised from whatever performance is SA rev06/07 By March 10, 2008: • 22,500 Book Tags (ODC) 7,500 CD/DVD tags (ODC Media) 7,500 Booster Tags (ODC Media) By March 17, 2008: 100,000 Book Tags By April 21, 2008: 135,000 Book Tags Other Items: Installation of the gates and training will be scheduled with Service Provider If scheduling must be done more than two weeks out from the desired installation or training date, Service Provider must inform the Library of the required lead time rev06/07 10 EXHIBIT"C" COST SCHEDULE Quantity Description Price Each cost BiblioChip'" Dual Aisle Security Gate With Long Range Reader, Audio And Visual, 3 GateTracker'" Software And Attached Patron Counter $9,500 00 $28,500 00 &blioChip'" Staff Stations Check -In And Check -Out RFID Pad With Appropriate Software, 24 Includes Antenna Pad, RFID Reader Module, Interface Cables, Power Supply $1,995 00 $47,880 00 BiblioChipTM Conversion Station Pad With Appropriate Software Includes Antenna Pad, RFID Reader Module, Interface Cables, and Power Supply (will also be used as Check- 18 Out/Check-In Stations) $1,995 00 $35,910 00 BiblioChip'" Portable Inventory Wand With Appropriate Software Includes Handheld Wand, $5,995 00 $5,995 00 1 PDA And Battery/Reader BiblioChip" ISO Compliant RFID Plain White Book Tag With Flip ( hip Technology and $0 39 $194,122 50 497,750 1024 Bit Memory BiblioChipTM ISO Compliant RFID Plain White CD/DVD Tag With Flip Technology And 1024 $0 50 $8,625 00 17,250 Memory (see note below) 17,250 Booster Tag $100 $17,25000 6 Application Tool (For Applying CD/DVD and Booster Tag) $60 00 $360 00 1 BiblioCh,pTM Software License Fee $4,995 00 $4,995 00 1 Lot Installation And Basic Training Cost $5,900 00 $5,900 00 (Installation will be done In Two Trips Two Branches To Be Installed On 1" Trip Third Branch To Be Installed In Fall 2008 1 Lot Shipping And Handling Cost (Estimated) $7,464 00 7,46400 TOTAL $357,001 50 Notes: An additional cost $0 05 per tag for custom preprinted tags Library to provide art work for customized tag Terms Net30 Freight FOB Feasterville, Pennsylvania Interfacing to the ILS And SIP2 interface are additional cost paid directly to the ILS provider rev06/07 1I EXHIBIT "D" SOFTWARE LICENSE AGREEMENT FOR BIBLIOCHIP RFID SYSTEM THIS Software License Agreement (the "Software License's is an integral part of the Agreement between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, (the "City") on behalf of the FORT COLLINS REGIONAL LIBRARY DISTRICT ( the "Library'), and Bibhotheca RFID Library Systems, Inc , (the "Service Provider'), hereinafter the "Agreement" 1. GRANT OF LICENSE Subject to the terms and conditions of this Software License, Service Provider hereby grants to the Library a nonexclusive, nontransferable perpetual license to use all software components belonging to the BiblioChip system as more fully set forth in Exhibit A to the Agreement. This Software License allows the Library to use and copy Service Provider's Software (in machine readable form) and the related documentation. 2. USE OF SOFTWARE The Library is entitled to copy the Software for purposes of safeguard/backup and change provided that the Software is not trademarked and that any and all copyright and property notes will be transferred to such copies. The Library is granted to right to use the Software exclusively for its own purposes and to combine it with other software on the same work station However, Service Provider shall not be liable for the efficiency of the combined software unless such combination has been installed by Service Provider. Any other use of the Software, transmission of copies or installation on other work stations is a breach of this Software License and Service Provider may terminate this Software License provided that Service Provider first gives written notice to the Library of such breach and the Library fails to correct such breach within 30 days of receipt of such notice. 3 DAMAGE OR DELETION OF SOFTWARE If the Librar/ damages or deletes the program by mistake, Service Provider will pay damages within reasonable limits at the Library's request. rev06/07 12 The Library shall pay all related restoring costs as well as reasonably additional charges for an extended or a new version. The original license fee shall not be paid again 4. LICENSE FEE In consideration of Service Provider's grant of this Software License and as set out in Exhibit "C" to the Agreement, the Library shall pay the Service Provider the annual License Fee of $4,995 00 commencing upon Januar/ 1, 2008 and each January 1 thereafter unless the Library terminates the Agreement upon 3,0 days prior written notice to the Service Provider 5 SOURCE CODE. Within 10 days of the date of full execution of the Agreement, the Service Provider shall place the source code for the Software in escrow with its third party escrow agent and will likewise place in escrow the source code for all updates, add-ons and new products provided to the Library. The Service Provider shall notify the City Representative (as defined in the Agreement) of the name, address and phone number of the escrow agent and shall not change the escrow agent without giving prior written notice to the City Representative Should the Service Provider cease operations and become unable to maintain and support any of the Software, Updates, Add-Ons or New Products provided to the Library while under an obligation to do so, the Library may obtain the source code for such items(s) for the sole purpose of enabling the continued use of such item(s) in accordance with this Software License and the Agreement 6 UPDATES, ADD-ONS AND NEW PRODUCTS a. Updates. During the Warranty Period (as defined in the Agreement), the Service Provider shall provide any new releases, upgrades, or maintenance patches to the Software, together with appropriate documentation (the "Updates") All Updates shall be deemed to be Service Provider Software for purposes of this Software License upon satisfactory installation by the Service Provider Upon termination of the Warranty rev06/07 13 Period, the Library shall be entitled to receive Ongoing Hardware and Software Support Services in accordance with Exhibit "E" to the Agreement. b Add-ons and New Products From time to time, the Service Provider may offer new features which can be added on to the Software ("Add-Ons") and new software products ("New Products") to the Library The Library may elect to license an Add -On or New Product upon the payment of a license fee to the Service Provider Unless any such license is effectuated pursuant to a separate license agreement, the Add -On or New Product shall be deemed to be part of the Software upon payment of the License Fee. Each Add -On or New Product will be subject to the Warranty Period upon satisfactory installation, and the Library may thereafter elect to receive Ongoing Hardware and Software Support Services in accordance with Exhibit "E" to the Agreement upon expiration of the Warranty Period. rev06107 14 EXHIBIT "E" ONGOING HARDWARE AND SOFTWARE SUPPORT SERVICES Hardware -Service 1. Subject Matter The subject of this Exhibit is the service of any hardware components belonging to the BiblioChipTM system and installed by BIBLIOTHECA (the "Service Prowder'� that are specified in Exhibit B to the Agreement between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, (the "Ciry'� on behalf of the FORT COLLINS REGIONAL LIBRARY DISTRICT ( the "Library', and Bibliotheca RFID Library Systems, Inc., (the "Service Provider's , hereinafter the "Agreement" 2. Scope of Service and Support Service of the hardware components includes preventive service for operational efficiency and for service for the restoration of operational efficiency by repair or by the replacement of parts Only BIBLIOTHECA authorized parts shall be used for exchange or replacement 3. Scope of Support 31 Support of hardware includes the elimination of existing hardware defects by repair or replacement Replacement parts as well as spare parts shall be provided if necessary by express delivery If on -site repair is required all cost shall be borne by Service Provider 32 Spare parts relating to the support of the hardware component are included 4. Fulfillment / Execution 41 Service Provider shall inform the Library of any facts or circumstances that may facilitate, reduce in cost, or aggravate service or support 42 The Library shall provide Service Provider with system documentation as well as any other system oriented documents as required for service and/or support 43 The Library shall grant to Service Provider the necessary access to its premises and shall upon request be provided with electrical as well as links to the data network 44 Service Provider shall follow the Library's operational procedures, including the rev06/07 15 safety rules and regulations S. System Maintenance Fee 5 1 The Library shall pay Service Provider an annual fee calculated on the basis of the number of individual components provided the library requests such maintenance. Service Provider will send an invoice to the Library on or before each annual commencement date and Library will pay Service Provider within 30 days of the Library's receipt and approval of such invoice 5.2 Costs for spare parts shall only be included during the term of the Warranty Period set forth in paragraph 18 of the Agreement. 5 3 Service Provider is entitled to increase the fees by no more than 5% per year The Library must be notified of the fee increase at least 3 months before the Agreement is extended and the increase takes effect The Library has the option to terminate this support 6. Term This support shall commence on the expiration of the one-year Warranty Period set forth in paragraph 18 of the Agreement and shall continue until terminated by the Library on not less than 30 days prior written notice to Service Provider rev06/07 16 EXHIBIT"V ONGOING HARDWARE AND SOFTWARE SUPPORT SERVICES SYSTEM -SUPPORT 1. Subject matter The subject of this Exhibit includes all system support of software components belonging to the BiblioChip`" RFID system (the "Support Agreement') They are specified in Exhibit A to the Agreement between the City and Fort Collins Regional Library District (the "Library') and Bibliotheca (the "Service Provider's , hereinafter the "Agreement". If the Library acquires further system components, an amendment to the Agreement covering all shall be executed by the parties The RFID-interfaces rendered by the INTEGRATED LIBRARY SYSTEM (ILS) is expressly not covered by this Agreement The Library may be offered a separate service agreement by the ILS 2. Scope of Support The following services are covered under this Support Agreement a) Error analysis/error localization Employees of Service Provider shall accept error reports under existing service/maintenance agreements or on an individual contract basis and - if possible - shall also carry out error analysis at the Library site with the Library's assistance (e g inserting the reader's card, putting media items onto the reader, turning components on/off) Service Provider shall provide the tools and other resources for error analysis The exact responsibilities and the corresponding response times are stipulated in paragraph 4 If the data required for the error analysis cannot be accessed directly, the Library shall provide the alternative possibility for a system administrator from the library to independently access the data and feed it into his/her system In order to ensure short response times for the support service and accurate location of error sources, a special analysis of software by Service Provider, shall be used at each RFID device if necessary, in addition to a telephone Access to the library system rev06/07 17 shall be ensured by the Library at its own expense via the remote maintenance module of Service Provider in accordance with the instructions of Service Provider b) Correction of errors occurring in the area of the self check-out/check-in surface and the BiblioChipTM side of the RFID interface, provided that the Library uses the latest version of the software The following services are not covered under this Support Agreement a) All work and costs that become necessary due to improper handling of the equipment, whether by the Library, its vicarious agents or other persons not authorized by Service Provider b) All materials and costs that become necessary due to the replacement of spare parts, consumable parts, unless covered by the warranty c) All work that becomes necessary due to a change or technical modification of the equipment requested by the Library d) All work performed on the electric environment outside equipment I Scope of Service and Maintenance Upon request, Service Provider shall participate in search of interference when interference is caused by operation of several systems components In case Service Provider provides evidence that interference is not caused by software maintained by Service Provider itself, service will be quoted separately Upon request and against separate remuneration, Service Provider shall also remove interferences, which result from circumstances for which the Library and/or third parties are responsible 4. Classification of Services of Support 4.1 Response times a) Service hours Monday through Friday from 9.00 A M to 5 00 P.M b) Service Provider shall commence error analysis within 24 hours (Monday to Friday) of receiving the problem report from the Library 42 Error Categories and Periods for Removal of Defects Classification The errors shall be classified by Service Provider according to the Library's situation as follows Priority 1 The Library is unable to use the system, essential Library rev06107 `, 18 applications are not functioning Priority 2 The Library is able to use the system, but not all functions are working, resulting in substantial restrictions of the application. Priority 3 The system can be used with minor restrictions Priority 4 Despite some problems occurring, the Library is able to use the system without any restrictions Service Provider shall confirm the priority and, consequently, comply with the corresponding correction procedures and periods Correction Periods depending on Priority Priority 1. Processing of the error report (software and hardware) shall commence immediately after receipt of the written error report, correction work shall start immediately after the error has been reproduced If a final error correction cannot be accomplished immediately, Service Provider shall offer appropriate alternative solutions/patches Priority 2 Processing shall commence no later than on the next regular business day. Correction work shall start immediately after the error has been reproduced If a final error correction cannot be accomplished immediately, Service Provider shall offer appropriate alternative solutions/patches Priority 3 Correction in the next update version Priority 4 Correction in the next upgrade version. 43 Error Analysis at Library Site Upon request, Service Provider shall conduct on -site tests and error analyses at the Library site in case the error cannot be analyzed by remote maintenance For this purpose, Service Provider may involve authorized third parties and commission them to prepare specific test documents The associated costs (commissioning of third parties) shall be borne by Service Provider provided that Service Provider is responsible for the error. 4.4 Contact person for Error Reports All error reports may be sent to: BIBLIOTHECA, INC 2570 West Maple Avenue Feasterville, PA 19053 • by phone at 1-8777-BIBLIO rev06/07 19 prevented by such cause To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition 5 Early Termination by City/Notice Notwithstanding any other provision of this Agreement, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses Service Provider: Library: With Copy to: Bibliotheca, Inc Fort Collins Regional Library District City of Fort Collins Attn Emmett Erwin Attn Jeff Barnes Attn. Purchasing 2570 W Maple Avenue P 0 Box 580 P.O Box 580 Feasterville PA 19053 Fort Collins CO 80522 Fort Collins CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement Such payment shall be the Service Provider's sole right and remedy for such termination The parties agree that during the term or subsequent renewal of this Agreement the City, in its sole discretion, may assign its rights responsibilities to the Library. The parties further agree that the Library will assume all rights and responsibilities of the City and the City will have no further obligations under this Agreement, its attachments or exhibits 6. Payment The City, on behalf of the Library, shall pay the Service Provider for the its performance under this Agreement, subject to additions and deletions provided in Exhibits "E" and "F", per the attached Exhibit "C" Cost Schedule consisting of one (1) page, and incorporated herein by this reference The parties agree that the total of all fees and costs shall not exceed Three Hundred Fifty Seven Thousand One Dollars and Fifty Cents ($357,001 50) a SA rev06/07 • by fax- 215-750-8119 • by e-mail to USA@BIBLIOTHECA-RFID.COM S. Report Service Provider shall draw up a report after completion of service call, which will be reviewed by both parties The report will include the time and date of the call, the maintained software, the replaced parts/components and the duration of the call The service report additionally gives information about time and date of the error report, time of restoration of operational efficiency and interference cause 6. Library Documentation The Library shall provide Service Provider with system documentation as well as any other system oriented documents as far as needed. The Library shall grant to Service Provider the necessary access to its premises and shall upon agreement provide links to the network 7. Remuneration a) The Library shall pay Service Provider the annual fee of $4,995 00 Service Provider will send an invoice to the Library on or before each annual commencement date and Library will pay Service Provider within 30 days of the Library's receipt and approval of such invoice b) The cost of shipping, handling and freight shall be borne by the Library. Cost for the spare parts shall only be included during the term of the Support Agreement or warranty c) Service Provider shall retain the title to all hardware components until the Library payment obligations are completed. 8. Term This agreement shall commence on the expiration of the one year Warranty Period set forth in paragraph 11 of the Agreement and shall continue until terminated by the Library on not less than 30 days prior written notice to Service Provider The Library must use Service Provider products and RFID labels to keep this Support Agreement enforce. The use of non-Bibliotheca products and RFID labels will void this Support Agreement. rev06107 20 Exhibit "G' Acceptance Criteria The parties agree that. General All ordered equipment, tags and software must be received as specified in Exhibit "B" All installed equipment must be functional The system is compliant with ADA and all federal regulations as of the signed date of the Agreement Tags Tags supplied will not have an error rate of more than 1% per roll of 2,000 Tags are ISO compliant. Security Gates • Gates will not have more than 5% false alarms in any given period. • Gates will not be down for more than once per year • Gates will have 36 inch corridors as specified by Service Provider, gates will read tags with 95% accuracy • The GateTrackerTM Software must work consistently and accurately. Antennas and Readers • Antennas and readers will be 98% accurate • Readers are ISO compliant • The read rate of the BiblioChipTm RFID reader is no less than 15 items per second. • Readers use a USB connection and software works with USB connected readers • The read range for antennas/readers is consistently between 8 and 10 inches • Antennas and readers used for conversion must be able to be used with staff workstations and self -checkout units Communications with Innovative Interfaces, Inc. (III) Vendor products will consistently work with III self -check module • Vendor products will consistently work with III Millennium Circulation Client • System response time will not be affected by RFID equipment. Tests will be done using 2 stations at the same location, one with RFID equipment and one without. Software • Loading and uninstalling Service Provider's software will not affect any other programs on the computer other than the interface with III rev06/07 21 EXHIBIT "H" INSURANCE REQUIREMENTS 1 The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement 2. Insurance coverages shall be as follows A Workers' Compensation & Employer's Liability The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement 1. Workers' Compensation insurance with statutory limits as required by Colorado law 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement Coverage for property damage shall be on a "broad form" basis The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance rev06/07 22 12/03/2007 14:34 6102845666 FRANKNAPOLI PAGE 02 CERTIFICATE OF INSURANCE This cenrres that ® STATE FARM FIRE AND CASUALTY COMPANY, Broomington, Ilfinous 0 STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois insures the following policyholder for the coverages indicated below Name of policyholder Bibliotheca, Inc. AddresaofpormtioWer _2570 W. maple Avenue Feasterville, Pennsylvania 19053-7205 Location of operatrons Same Descnptionofoperahons Business/Mercantile The policies fisted below have been Issued to the policyholder for the policy penods shown The insurance described in these pd-ides rs suNect to an the leans exdusiorrs, and eendr6ana of tfrosopolicies. The limits of HaVROWstromrmay have been reduced bv amr pad claims POLICY NUMBER TYPE OF INSURANCE POLICY PERIOD LIMITS OF LIABILITY Effective Date Expiration Date at beginning or policy period) Comprehensive BODILY INJURY AND 98- F-7318-2 tu-s e98LIab7T 06-01-07 06-01-08 PROPERTY DAMAGE This insurance includes ® Products - Completed Operations ® Cm aMrA Liability Underground Hazard Co"rRge Each Occurrence $ 2 0 0 00 0 0 ® Personal Injury Advertising injury General Aggregate $4000000 EiVusion Hazard Coverage Praducls - Completed ® Collapse Hazard Coverage Operations Aggregate $ 4 0 00 0 0 0 General Aggregate Limit applies to each project a EXCESS LIABILITY POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE Effer,Vve Date ExpiraltionDate (Combkred Single Limit) 0 Umbrella Each Occurrence $ Other Aggregate $ 98-OL-9884-6 11-01-07 11-01-08 Pan 1 STATUTORY Part 2 BODILY INJURY Workers' Compensation and Employers Liability Each Accident $ 100000 Disease Each Employee $ 100000 Disease - Poi Limit 500000 POLICY NUMBER TYPE OF INSURANCE POLICY PERIOD LIMITS OF LIABILITY ET—ve0ate Iratln Date D beginningof i period) S-o082 1000000069-5318-E29 Name and Address of Certificate Holder Additional Insured_ City of Fort Collins Dir. of Purch. 6 Risk Mgmt. P.O. Box 580, Ft.Collins,CO 80522 5WW4 a 2dr0 PrWTW in U SA If any of the described pollens are canceled before rte expUation date, State Farm will try to marl a wrrgan Fiat" to the certificate holder 30 days before cancellation If, however, we fail to mail such notice, no obligation or liability will be imposed on State Fenn or its agents or represents rves 1 Sfgnatur¢ Ar+tluOrmed Repre9eMatrve .c,.erSid'" Tula Costs for additional products and services, authorized at the option of the Library, must remain firm for a period of two (2) years after Agreement execution date 7 City Representative. The City will designate, prior to commencement of the work, a representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this Agreement. All requests concerning this Agreement shall be directed to the City Representative 8 Independent Service Provider The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose 9. Personal Services It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered an agreement for personal services Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties ansing under the Agreement without the prior written consent of the City 10. Acceptance Not Waiver The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement 11. Warranty (a) Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature (b) Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their SA rev06/07 intended use, and all workmanship shall be acceptable to City. (c) Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformance, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City 12. Default Each and every term and condition shall be deemed to be a material element of this Agreement In the event either party should fail or refuse to perform according to the terms of this agreement, that party may be declared in default thereof 11 Remedies In the event a party has been declared in default, the defaulting party shall be allowed a period of ten (10) days within which to cure the default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages, (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non-d&aulting parry's reasonable attorney fees and costs incurred because of the default 14. Binding Effect This writing, together with the attached exhibits, constitutes the entire agreement between the parties and shall be binding upon the parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of the parties. 15. Indemnity/Insurance (a) The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought SA rev06/07 or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. (b) The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property (c) Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit "H", consisting of one (1) page, attached hereto and incorporated herein by this reference The Service Provider before commencing services, shall deliver to the City's Director of Purchasing and Risk Management, P O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City 16 Entire Agreement This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire agreement of the parties Covenants or representations not contained in this Agreement shall not be binding on the parties 17 Law/Severability The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens This paragraph shall apply to all Service Providers whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work Pursuant to Section 8-17 5-101, C R S , et. seq , Service Provider represents and agrees that (a) As of the date of this Agreement. 1) Service Provider does not knowingly employ or contract with an illegal alien; and u) Service Provider has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law SA rev06/07 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program') in order to confirm the employment eligibility of all newly hired employees (b) Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. (c) Service Provider shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Service Provider is accepted or the public contract for services has been completed, whichever is earlier The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued (d) Service Provider is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. (e) If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall i) Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien, and u) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien, except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (f) Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department' made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17 5- 102(5),CRS (g) If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17 5-102, C R.S the City may terminate this Agreement If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17 5-102, C R S (h) The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach 19 Source Code Escrow The Source Code for the Software shall be made available to the Library under the terms and conditions specified for such access in Exhibit "D" SA rev06/07 20 L(censg The Library shall have a license' to use the Software in accordance with the terms and conditions set forth in Exhibit "D" 21 Special Provisions Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in E xhibits "E", " F" and "G", consisting of seven (7) pages, attached hereto and incorporated herein by this reference CITY OF FORT COLLINS, COLORADO a municipal corporation CORT'C 4 ]►j+� } By. James O'Neill II, CPPO, FNIGP Dire of Purcha<_ing and Risk Management O COL ORP Date �1� /6 vim% Z President & CEO of Bibliotheca, Inc , A Pennsylvania Corporation Date --J — ATT (Corporate 5e5Q "1 ('J GAS `�41T11 .,�s •" ; " CORPORATESECRETARY ZED y V 7 SA rev06107 EXHIBIT "A" SCOPE OF SERVICES The Fort Collins Regional Library District (the "Llbrary'� will outfit new materials and retrofit Its current collection with Radio Frequency Identification (RFID) Tags to increase efficiencies in materials handling, item security, inventory and to enhance self-service options for customers The Library expects to tag more than 500,000 items with RFID The Library will convert current check -in and check-out systems to RFID as part of the project The Service Provider will provide RFID tags, hardware, Software, tools, installation, and basic training as follows - Quantity Description 3 BibhoChip'" Dual Aisle Security Gate With Long Range Reader, Audio And Visual, GateTracker'" Software And Attached Patron Counter 24 BiblioChip" Staff Stations Check -In And Check -Out RFID Pad With Appropriate Software, Includes Antenna Pad, RFID Reader Module, Interface Cables, Power Supply BibhoChip`" Conversion Station Pad With Appropi late Software Includes Antenna Pad, RFID Reader Module, Interface 18 Cables, and Power Supply (will also be used as Check Out/Check-In Stations) I I BiblioChip'" Portable Inventory Wand With Appropriate Software Includes Handheld Wand, PDA And Battery/Reader 497,750 I BiblioChipT" ISO Compliant RFID Plain White Book Tag With Flip Chip Technology and 1024 Bit Memory 17,250 I BiblioChip'" ISO Compliant RFID Plain White CD/DVD Tag With Flip Technology And 1024 Memory 17,250 I Booster Tag 6 Application Tool (For Applying CD/DVD and Booster Tag) 1 Biblioch,pTM Software License 1 Lot Installation And Basic Training (Installation will be done In Two (2) Trips Two (2) Branches To Be Installed On 1" Trip Third Branch To Be Installedin mid-2008 1 Lot Shipping And Handling rev06/07 EXHIBIT "B"' WORK AND DELIVERABLES SCHEDULE An order of RFID tags and equipment, as specified below, will be made immediately to supply vendors of the opening day collection of the Southeast (SE) Branch Library that is currently under construction In January 2008 the Library will begin the process of weeding and tagging the current collection Although currently in the planning stages, the Library eKpects that all applicable library materials will have RFID tags by August 31, 2008, at which time the RFID system will operational at all library locations The Library will submit orders for tags, gates, patron counters, and RFID equipment immediately upon the execution of the Agreement Delivery is required as follows. By December 28, 2007, 18 sets of conversion station pads, software and licenses 250 Book Tags (for testing for ODC vendors) 250 CD/DVD Tags (for testing with ODC vendors) 250 Booster tags (for testing with CDC vendors) 6 CD/DVD tag applicators 1 Inventory Wand By January 7, 2007: Items for Opening Day Collection vendors- 20,000 Book tags By January 21: Items for retro-conversion: 100,000 Book Tags 5,000 CD/DVD Tags 5,000 Booster Tags 24 RFID pads, software and licenses for staff PCs and self -check stations By February 18, 2008: 120,000 Book Tags 4,500 CD/DVD Tags 4,500 Booster Tags rev06/07