The Library Network



The Library Network

Shared Automation System

Participating Library Service Agreement

This agreement is entered into between THE LIBRARY NETWORK, a Michigan public library cooperative (hereafter referred to as “TLN”), located at 13331 Reeck Road, Southgate, Michigan 48195-3054, and _______________________________________

________________________________________________, a TLN member library

(hereinafter referred to as “Participant”), located at _____________________________

_____________________________________________________________________.

WITNESSETH:

WHEREAS, TLN owns and operates a shared automation system (hereinafter referred to as “SAS”), consisting of a circulation control system, an on-line public access catalog, other software modules, and associated bibliographic and patron databases; and

WHEREAS, TLN agrees to make the SAS available to all member libraries and/or their branches that execute this Service Agreement; and

WHEREAS, the Participant is desirous of utilizing the SAS.

AGREEMENT

NOW, THEREFORE, the parties, by and through their undersigned representatives, do hereby agree to the following terms and conditions:

Purpose. Execution of this Agreement obligates the parties to abide by the provisions of the TLN Plan of Service, the SAS Users Group Bylaws, the SAS Executive Committee Bylaws, and all operational and procedural documents as they currently exist (see Attachment A), or as they may be amended from time to time. Participant will be notified at least thirty (30) days prior to any changes/modifications in the attached documents.

Fees. Each Participant, as a condition of receiving service, shall submit to TLN any and all pertinent information and documentation necessary to the installation and operation of the system specified by the TLN Board of Directors. In addition, Participant shall pay such quarterly fees as are assessed by TLN, as well as fees associated with the use of services, such as data mailers. All fees are to be paid to TLN within thirty (30) days of the date of invoice. Participant agrees to pay applicable late fees as determined by the TLN Board (currently one percent [1%] per month). Fees are broken down into the following categories:

Entrance Fee: Determined by a formula described in Attachment B.

Start-Up Hardware/Installation: Actual cost of telecommunications equipment, circuit installation and any central site equipment needed for participation.

Annual Service Fees: Attachment B lists current annual service fees for bibliographic services, the SAS and capital reserve fund.

Ongoing Charges: Telecommunications circuit and Internet costs are allocable as follows: Participant pays for the circuit to its library and an equal share of central site and Internet costs. Data mailer costs are based on actual usage.

Liaison. Participant shall prepare and furnish TLN written notice of the individual designated as that Participant library’s agent/contact person with TLN. Participant may change the identity of such contact person at any time through written notice to TLN.

System Operation. TLN shall maintain all central site hardware, software and peripherals necessary for the function of the SAS in good working order. TLN shall monitor the telecommunications network and work with any third party vendor(s) to resolve any problems. TLN and Participant will attempt to mutually agree on any operational procedures necessary to provide expeditious, efficient and effective service.

Insurance. TLN shall insure the shared system databases and central site hardware and software. All insurance policies shall be with a qualified insurance company in accordance with Michigan law.

Equipment. The cost of acquisition and maintenance of all equipment necessary for Participant to access the SAS, including computers, scanners, printers and light pens, shall be the responsibility of the Participant. In order to assure compatibility with the SAS, Participant must purchase equipment through TLN; or purchase equipment that meets the most current TLN specifications; or have TLN approve its equipment selections in writing. Participant is solely responsible for all internal wiring and cabling necessary for access to and use of the SAS. The cost of all telecommunications equipment shall be assessed to Participant, but shall remain the property of TLN. TLN will maintain this equipment and be responsible for providing replacements as funded through the SAS operating budget. If Participant terminates this Agreement, consistent with the provisions noted below, the current telecommunications equipment in use shall be offered to Participant by TLN at One Dollar ($1) per piece of equipment.

Term. This Agreement shall be effective upon execution by the parties and shall remain in effect unless a written notice of termination is provided to the TLN Board no later than the December 31st prior to the beginning of the TLN fiscal year in which the termination is planned to occur. The TLN fiscal year begins October 1st and ends on September 30th of the following year.

Notwithstanding the above noted provision, this Agreement may be terminated by either TLN or Participant if there is a material default by one party under the terms of the Agreement or in complying with the provisions of the TLN Bylaws, the SAS Users Group Bylaws, the SAS Executive Committee Bylaws or the SAS operational/procedural documents attached as Attachment A. A terminated Participant shall continue to be liable to TLN for payment of all dues and assessments owed at the termination date. A terminated Participant may be entitled to a refund of contributions to the capital reserve fund as detailed by the TLN policy on management of the capital reserve fund (Attachment C). Participant agrees to compensate TLN for any costs incurred or revenue unrealized due to termination of this Agreement. Charges may include, but are not limited to, contractual telecommunications obligations and any costs for items or services purchased that will go unused. Upon termination, Participant shall be responsible for the cost of removing all of its records, i.e., patron, circulation, item serials, check-in, acquisitions and bibliographic records, from the SAS.

Software License. Participant understands that the computer software utilized in connection with the SAS is or may be obtained under licensing agreements with various third parties. Participant agrees to maintain the secrecy, confidentiality and integrity of any such software in accordance with the instructions of TLN and such third party vendors, and agrees to execute such confidentiality agreements as may reasonably be required to accomplish this purpose. Participant shall not duplicate or copy any software documentation provided for the SAS without the written consent of TLN and the third party vendor.

Security. Participant agrees to provide reasonable security measures to prevent unauthorized access to Participant’s internal network(s) and the TLN network for the purpose of obtaining secure information (i.e., log-ins, passwords and patron information protected the Library Privacy Act).

Training. TLN will provide ongoing staff training and support to Participant’s personnel in accordance with the general procedures of the SAS.

Dispute. In the event that any dispute arises between TLN and Participant in connection with this Agreement, such dispute shall be brought before the TLN Board of Directors for its consideration and resolution. In the event the dispute is not resolved, the parties are obligated to process the dispute through the alternative dispute resolution (ADR) procedures and rules of the American Arbitration Association. The ADR will be binding on TLN and Participant, and can be the basis for a judgment by any court of competent jurisdiction.

Assignment. Neither TLN nor Participant may assign its rights or obligations under this Agreement.

Severability. In the event that any term or provision of this Agreement is found to be invalid or unenforceable, such determination or invalidity or unenforceability shall not affect the other terms of this Agreement.

Entire Agreement. This is the entire agreement of the parties, there being no other written or oral understandings as to the benefits, obligations and/or responsibilities of either party.

IN WITNESS WHEREOF, the parties have set their hands on_______________, 2000.

Witnessed: THE LIBRARY NETWORK

_______________________________ By: ____________________________

_______________________________ Its: _____________________________

PARTICIPANT:

Witnessed: _____________________________

________________________________ By: ____________________________

________________________________ Its: ____________________________

00-10-amd

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