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01-330Council File # C/� �-� Sheet # .I � v 5 �. RESOLUTION Presented Referred To "`� �p. C TY, OF �t 1 WI-IEREAS, [1i�,2`ity of Saint Paul lias placed a liigh priority upon sYund fiscal management; and ' �/ 2 3 WI�REAS, tl�e Cily I��s workcd to liave Ramsey County, [he Saint Paul Public Schools and the Saint Paul Port Authority 4 coordin�te tl�cir deUt issu�uce programs with the City; and; 5 6 WHEREAS, tlic City has adopted and updated Budget Goals and Policies: Multi year Drrectron for Guiding the Preparation of 7 Operating and Debt Service 13udgets; and 8 9 WHEREAS, thc City's soand fiscal management was rewarded in 1985 when Standard and Poor's, the national credit rating 10 agency upgr�ded U�e City's credit rating from AA to AA+; and 11 12 WFIEREAS, the M�yor �nd Cily Council have partnered to continue [he City's excellent reputaUon for fiscal management and 13 focus upon lhe ongoing invesUuent in tUe City's strong neighborhoods and We revitalization of the downtown; and 14 15 WHEREAS, Standard and Poor's recenUy evaluated the City for the purpose of raGng the City's credit for the 2001 annual bond 16 s�Ic; and 17 18 WIIEREAS, U�scd upou thc City's performance, Standard and Poor's has upgraded the City's credit raUng to AAA, [he highes[ 19 rl�ing possible; �ud 20 21 WHEREAS, this credit r�ling upgrlde is a reward for tl�e yeazs of diligent and creative work by elected officials and City staff; 22 23 NOW, THEREFORE, BE IT RESOLVED, tUat tl�e City Council commends all City staff for the contribu[ion that they have 24 m�de for making Saint Paal a AAA city; and 25 26 BE IT FURTH�R RESOLVED, ihe City Council commends, in particular, the City's par[ners—tUe Capital City Padnership, 27 tl�e S�inl P1u1 Port AidUority �nd ihe Saint Paul Riverfront Development Corporation—for producing strong results in the 28 Cily's ecanotny and qu�lily of lifc; �nd 29 30 BE IT FINALLY RESOLVED, tl��t tl�e City Couneil commends, both as individuals and as representafives for their agency 31 wllc�g»es, tl�c followiug pcople who made presentations to Standard and Poor's: Mayor Norm Coleman, Eruce Beese, Bernie 32 Bnllert, Tom Eggum, Petcr Hamcs, Todd Hurley, Ron Kline, John Labosky, Lorrie Louder, Barb Maynard, Ruth O'Brien, 33 Gregory Page, Roger Puclircitcr, Dick Rupert, Bob Sclireier, Dan Smith, George Splicl�al, Brian Sweeney and Barbara Woolsey. Requested by Department of: By: � Approved by Mayor: Date By: ' �� G:\SIIARI;D\Admin\I'innncinl Scrviccs OOicc\AM Rnting-r'solution.wpd Office of Finaucial Services gY; ---��� � �/��.,. For Ap ro ed by City At By: Approved, ayor for Submission to GounciZ ' By: ✓ Rdopted by CounciZ: Date ��_ ���� )y o7p'�/ Adoption Certified by Council 5eoretary di-��� OATFINITIATEO March 27, 2001 Councilmember Pat Harris G-8630 TOTAL # OF SIONATURE PACiES GREEN SHEET on�emnn dRecro� ❑ p1`/AROIINtY � CRYCLiRK ❑nuxeu�senviewwa ❑�WNCW.iiRW�CCTO ❑ WVOR�ORNN/TINf� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) A resolution coznmending City staff and outside agencies for the contribution they have made for making Saint Paul's bond rating AAA, the highest rating possible. PLANNINO COMMISSION CIB COMMITTEE CIVIL SERVICE COMMISSION AMOUNT OF TRANlACTION 1 SOURCH (E%PIAIN) Hm thk pareoNfirm ever xrorked untler a cantract Por thie depeRment7 , VES NO Hes lhit pareoNfirm evar 6een e ctty ompbyee7 YE9 NO Doee thle peieoNfnm poaeees a ekill rwt normellypoeeeeaed by eny curtenl cfty employ0e? YE3 Nb IB �is pereonmrm e terpetetl wntloY! VE3 NO COiT/REVENUE BUDOETED (CIRCLE ONE) No � ���)�� an ewxcw YES NO ACTN7TYNUMBER '.7't;�:._[ Qo-33o GATEWAY SERVER SITE AGREEMENT This agreement is by and between the State of Minnesota, acting through its Higher Education Services Office ("IvIHESO'� and the City of St. Paul by and through the Department of Libraries ("Organization"). This agreement is a"state contracY' within the meaning of Minnesota Statutes, Section 16C.05, subd. 2 and the Effective Date shall not occur until all of ffie applicable statutory requirements have been met. WITNESSETH that: WItEREAS, pursuant to the laws ofthe State ofMinnesota for 1997, Ch.183, Art. l, Sec. 2, subd. 8, 1vIHESO is empowered to implement the Minnesota Library Information �3etwork ("MnLINK'�; and WFiEREAS, MI��SO will provide certain MnLINK services to Organization via designated MnLINK Gateway Server Sites; and WfiEREAS, Organization is willing to manage and operate a designated MnI,INK Gateway Server Site. NOW TI�REFORE, the parties hereby agree as follows: Section 1. EXHIBITS Exhibit A, MnLINK Gateway Server Site Requirements, is hereby incorporated in and made a part of this agreement. Section 2. DEFirTITION5 Capitalized terms used in this agreement and not otherwise defined within the agreement have the following meanings: "EffectiveDate" means the latest date of signature by an authorized signatory ofboth parties. "Mimiesota Library Information Network" means a statewide informarion center that will link academic libraries, government libraries, public libraries and school librazies throughout the State of Minnesota so that they will appear to the user to be a single resource. "MnLINKGateway Server Site"means Organization automationsystemswhichmeetcriteria established by MuLINK and allow their records to be reached through the MnLINK Gateway. "MnLINK Gatewa}�' means an integrated network which allows a user to simultaneously search multiple databases and Minnesota Organization catalags and which connects MnLINK Gateway Server Sites to each other. -1- �6-330 "Organization" means the organization, city, county or other entity that is a party to this agreement and operates the designated MnLINK Gateway Service Site which is the subject of this agreement. Secfion 3. SCOPE OF WORK A. Oreanization Obli ag ttOriS. Organization shall operate and manage a designated MnLINK Gateway Server Site and provide for the following: Allow searches of its automated catalogue of Organization resources via MnLINK Gateway. 2. Electronic placement of Interlibrary Loan requests for materials and items included on the Organization's automated catalogue data base by users authenticated by MnLINK subject to: a) statewide interlibrary loan policies and procedures established by �TEX and the Department of Children, Families and Learning, Office of Library Development and Services; and b) such restrictions as the Organization or its members may place on the loan of materials consistent with 2.a) above. 3. Conformance to Gateway Server Site requirements as listed in Exhibit A and other requirements that may be adopted by MnLINK. 4. Consideration of libraries outside its primary clientele for participation in its Organization automated system. 5. Forwazding any written request for information regarding participation in Organization's automation system and Organization's response to MnI,11�iK. 6. Appointment by Organization of a member to the Gateway Site 5erver Administrator Group, the Gateway Operations Group and any sunilar groups that may be established. The organization has the right to be represented in such groups and shall haue all rights auailable to other members ofthe group. B. MI-IESO Obli ations. NIHESO shall, either directly or via contracted services administer the MnLINK Gateway for the benefit of all participants and provide for the following: Maintenance of the MnLINK central site operations in Mankato including installarion of the requisite hardware and software. 2. Organization and authenticated user search of identified Organization catalogue via MnLINI� Gateway. -2- 00 _330 3. Organization and authenticated user search ofidenrified elec�onic databases - via MnLINK Gateway. 4. Organization and authenticated user placement of Interlibrary Loan request via MnLINK Gateway for materials of other MnLINK participating libraries subjectto: a) statewide interlibrary loan policies an procedures established by MINTTEX andlor the Office of Libracy Development and Services; b) such restrictions as the Organization or its members may place on the loan of materials consistent with 4.a) above. 5. Establishment of the Gateway Site Server Administrator Group, the Gateway Operations Group and any similar groups that may be required. The organization has the right to be represented in such groups and shall have all rights available to other members of the group. 6. Consultation with the Gateway Administrator Group prior to adopting any new requirements. Section 4. PAYMENT A. MHESO agrees to pay Organization a one-rime payment of $41,355 for establishment of a MnI,INK Gateway Server Site in accordance with Exhibit A and for connection to the MnT.TNK Gateway Server Site by MnLINK. Payment will be made within sixty (60) days after Effective Date of the agreement. B. MHESO further agrees to pay Organization a payment of $6,203 for access to and use of the MnLiNK Gateway Server Site by MnLINI� during fiscal year 00 (July 1, 1999 t]uough June 30, 2000). The initial annual payment will be made to Organization wittun sixty (60) days after the beginning of the fiscal yeaz. G Subsequent annual payments will be made to Organization wittrin sixty (60) days a8er the beginning of subsequent fiscal yeazs. The amount of subsequent annual payments will be deterniined solely by MI Section 5. DEFAULT A. If Organization fails to maintain its MnLINK Gateway Server Site or fails to fulfill any of its obligations under this agreement, MI��SO may consider Organizarion to be in default, unless such failure has been caused by an excusable delay. IvIFIESO agees to give Organization written notice of such default. Organization will have ten (10) days from the receipt of such norice to pmvide a plan of action that is acceptable to MF3ES0 to cure the default. B. If Organization fails to cure the default, MHESO may terminate any unfulfilled -3- 00-�30 portion of trus agreement. In the event Organization fails to cure the default and the default is undisputed, Organization will refund to �SO all amounts previously paid during the fiscal yeaz in which the agreement is terminated. Secrion 6. DISPUTES A. Disnute Resolution. Organization and MF�SO will attempt to settle any claim or conh�oversy arising from this agreement through consultation and negotiation in good faith and a spirit of mutuai cooperation. If those attempts fail, the dispute will be mediated by a mediator chosen jointly by Organization and IviFIESO within thirty (30) days after notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Subject to available funding, Organization and MHESO will share the cost of mediation equally. Notwithstanding the foregoing, if funds are unavailable to either party, either parry may proceed directly to dispute resolurion in accordance with pazagraph B. of this seciton. The parties may by mutual agreement complete some specified but limited discovery about the dispute. The parties may also replace mediation with some other form ofnon-binding altemate dispute resolution ("ADR'� procedure. Nothing in this section shall prevent MI�SO or the Organization from terminaring this agreement for a material breach or for convenience. B. Unresolved Disputes. Any dispute that cannot be resolved between the parties through negotiation or mediation within two (2} months after the date of the initial demand for non-binding mediation may then be submitted by either party to Minnesota District Court in the Second judicial district or to the United States District Court for the District of Minnesota for matters otherwise wiUvn its jurisdiction. Each pazty consents to jurisdiction over it by such a court. The use of any ADR pmcedures wili not be considered under the doctrine of latches, waiver, ar estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in the paragraph prior to the expiration of the two-month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and ineparable injury to such party or any of its affiliates, agents, empioyees, customers, suppliers, or subcontractors. C. Performance While Dispute is Pending. Notwithstanding the existence of a dispute, theparties shali continue without delay to carry out all oftheir responsibilities under this agreement which are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under this agreement, in the accomplishment of ali undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. Section 7. TERM The term of this agreement is four (4) years from the effective date or through June 30, �003, wlrichever is sooner. � a p_�3o Section 8. AUDIT RIGHTS AsrequiredbyMinnesotaStatutes Section 16C.05, Subdivision 5. Organizationshall maintain books, records, and documents that are relevant to the performance of tlus agreement. Such books, records and documents of Organization as well as its accounting procedures and practices that are relevant to the performance of this agreement, shall be subject to the examination and audit of MEEIESO, the Commissioner of Adminish and either the Legislative Auditor or the State Auditor, as appropriate, for a m;n;mum of siz (6) years from the end of this contract. Section 9. TERNIINATION FOR LACK OF APPROPRIATION OR CONVEI�TIENCE A. Temunation for Lack of Appropriarion. ff applicable, NIHESO shall take all reasonable acrions to comply with Minnesota Statutes Sections 16A.15 and 16A.57. Section 16A.15 provides that a payment may not be made without prior obligation, and an obligation may not be incurred unless a sufficient unencumbered balance of funds exist. Secrion 16A.57 provides that, unless otherwise expressly provided by law, State money may not be spent or applied without an appropriation, an allotrnent and an issuance of a warrant or electronic fund transfer. If 1VIHESO takes all reasonable actions to comply with these statutes but nevertheless is unable to do so (as detemuned in good faith by MHESO), MHESO and Organization will have the right to terminate this agreement to the extent funds are not auailable without penalty and upon the same terms and conditions as a terminarion for convenience. B. Termination for Convenience i. 1VIHESO or the Commissioner of Administration may ternrinate performance of work under this agreement in whole or in part whenever for any reason MHESO or the Commissioner shall determine that such tP*rr+inahon is the most appropriate acrion for ivIHESO or the State. If IvIHESO or the Commissioner of Administration elects to terminate this agreement pursuant to this pmvision, the Organization shall be notified by mail, return receipt requested, at least thirty (30) days prior to the effective date of such termination. Such notice shall state the extent of such termination, i.e., whether it is in whole or in part, and if in part, the extent of the temiivated portion. Termination shall be effective as of the close of business on the date specified in the notice. After receipt of a norice of termination for convenience, Organization shall be paid any retention or holdback on payment accounts attributable to work completed before notice of terminarion. 2. Organization may terninate this agreement whenever for any reason Organization shall determine that such ternunation is the most appropriate acrion for Organization. If Organization elects to terminate this agreement pursuant to this provision, Organization shall notify MF3ES0 by mail, return receipt requested, at least thiriy (30) days prior to the effective date of such termination. Teimination shall be effective as of the close of business on the date specified in the notice. After receipt ofnotice oftermination forconvenience, Organizationwill refundto MHESO -5- og��3o a pmrated aznount of the funds paid by IvIf�SO during the fiscal year in which the agreement is terminated. C. CooperarionDurin�Transirion.Or, ni�ationshallcooperatewithandhelpfacilitate any transition for the provision of contract related services by a different MnLINK Gateway Server Site or by ivIHESO at any time during or within thiriy (30) days of the termination of this agreement. Failure to cooperate with and/or withholding any in£ormation orrecords requested byMHESO or a different vendor ffiat impairs in any way the transition of the provision of contract related services to a different party shall constitute a material breach of this agreement, subjecting Organi7ation to liability for all damages incurred by MF�SO because of such failure. Notwithstanding the above, MHESO may alternarively choose to consider a breach of tlus section an event of default, and pmceed in accordance with Section 5. This provision does not apply in the event of a termination for convenience or lack of appropriation. Section 10. LIABILITY The Organization and iviHESO agree that each party will be responsible for its own acts and the results thereof to the extent authorized by law and sha11 not be responsible for the acts of any others and the results thereof. MHESO's liability shall be governed by the pmvisions ofthe Minnesota Tort Claims Act, Minn. Stat. §3.736, and other applicable law. The Organization's liability shall be governed by the provisions of the Municipal Tort Claims Act, Minn. Stat. §466.01 et seq., and other applicable law. Section 11. GENERAL A. Data Practices Act. Organization agrees to comply with the Minnesota Data Practices Act as it applies to all data provided by the State in accordance with tlris contract and as it applies to all data created, gathered, generated or acquired in accordance with this contract. B. Assi ug�abilitv. This agreement may not be assigned by either party without the prior written consent of the other parry. C. Waiver. No covenant, condition, duty, obligation, or undertaldng contained in or made a part ofthis agreement shall be waived except by the written agreement of the parties. Forbearance or indulgence in any form or manner by either party in any regazd whatsoever shall not constitute a waiver of the covenant, condifion, duty obligation, or undertaking to be kept, performed, or discharged by the other party. Until complete performance or satisfaction of all such covenants, conditions, duties, obligations and undertakings, the other party shall have the right to invoke any remedy available under law or equity, notwithstanding any such forbearance or indulgence. Waiver of any breach of any provision of this agreement shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this agreement shall be held to be waived, modified, or deleted except by an instrument � in writing, signed by the parti�s hereto. Oo _���o D. Severabilitv. If any provision or portion of this agreement, including items incorporated by reference, is held to be illegal, invalid, void or unenforceable, then both MHESO and Organization shall be relieved of all obligations arising under such provision, that provision will be considered severable, and the remainder of this agreement (if capable of performance) will remain in full force and effect as if the invalid provision were not part of this agreement. E. Headings and Section References. Tfie headings given to the sections of ttris agreement aze inserted only for convenience and aze not to be construed as part of this agreement or as a limitation of the scope of the pazticular Section to which the heading refers. F. Entire Agreement. This agreement (including the E�ibits) constitutes the entire agreement of the parties regarding the subject matter of this agreement and supersedes all previous negotiations, representations, agreements and understandings, whether written or oral, between the parties relating to such subject matter. This agreement between the parties shall be independent of and have no effect upon any other contracts of either pariy. G. Governine Law. This agreement will be governed by and conshued in accordance with the laws of State of Minnesota. The pazties shall bring any and ail legal proceedings arising hereunder in the State of Minnesota, District Court of Ramsey County. The United States District Court for the State of Minnesota shall be the venue of any federal action or proceeding arising hereunder in which MI3ES0 is a P�Y• H. Soverei�n Iinmunitv. MI�SO dces not waive its sovereign immunity by entering into this agreement and fully retains all immunities and defenses pmvided by law with regard to any action based on this agreement. The State of Minnesota and �SO fully retain a11 immunities and defenses provided by law with regard to any action based on this agreement. The Organization does not waive its sovereign immunity by entering into this agreement and fully retains all immunities and defenses provided by law with regard to any action based on this agreement. The Organization fully retains all immunities and defenses provided by law with regazd to any action based on this agreement. I. Conformance With State and Federal Laws and R ations. Organizarion and MFTESO each agree to comply with all Minnesota and Federal laws and regulations that are applicable to this agreement, including those not specificaily mentioned in the agreement. 3. Personnel Requirements. Organization shall not disc*+*ninate against any employee or applicant for employment because of race, color, creed, religion, sex, national origin, age (except asprovidedbylaw),marital status,political affiliation, statuswith regard to public assistance, sexual orientation, or disability. Organi�ation, its -7- ba �-3��0 I�. officers, employees, Subcon�actors, or any other agent of Organization in perfonmance ofthe Contract shall act in an independent capacity and not as an officer or employee of 1VIfIESO. This agreement shall not be construed as a partnerslup or joint venture between Organization or any subcontractor and MFIESO. Norices. Notices authorized or required under this agreement must be in writing and sent to the below address: MFIESO ATTN: E. Ann Kelley Manager of Programs Higher Education Services Offices 1450 Energy Pazk Drive, Suite 350 Saint Paul, MN 55108 �� � �� � � % ri.�_� �/I L«�« � ., - : ,� . In witness whereof, the parties haue caused duly authorized representatives to execute this agreement on the dates set forth below. MFIESO By: Name: Timothy M. Geraghty Title: Director of Financial Services Date: DEPARTMENT OF ADMIlVISTRATION By: Name: Title: Date: MINPiESOTA ATTORNEY GENERAI. � ORGANIZATION ATTN: Doug Guthrie, LibraryInformation Resources Coordinator Saint Paul Public Library 90 West Fourth Street Saint Paul, MN 55102 Title: Department Director Date: �-� �G By; � �.�-xv� City Attorney Date: 'Y - 3 - � a (Approved as to form) By: � 4 �-�--�f Office inancial Services Date: � � 3 � ' � � t ���.. � 1/� (� / / � .� �. - .�� � Ob� 330 E�'HIBIT A: GATEWAY SERVER SITE REQUIREMENTS. 1_ Z39.50 Server Softwaze. a. Operate Z39.50 server soRware compatible with the version of OCLC's Site Search WebZ softwaze n,nn;ng on the MnI INK Gateway (at initial implementation, the Gateway is n,nning WebZ version 4.0 which supports Z39.50 version 2 with some version 3 featutes). b. Work towazd the goal of operating Z39_50 version 3 softwaze. 2. Z39.50 Athibute Sets. a Asfazaspossible,fulfilltherequirementsforminimumsupportoftheZ39.50 use, struchue, truncation, and relation attributes recommended in the MINTI'EXILDS "Report ofthe Z39.50 Attributes Working Group." (currently awaiting approval). b. Work toward the goal of fulfilling all minimum requirements and as many of the desirable attributes of the standard as is feasible. Authenticafion Software. Operate system software capable of providing patron data to OCLC's Site Search WebZ for patron authenticarion. Two alternatives include: a. Operate system software compliant with the 3M Standard Interchange Pmtocol version 2 for patron data, or b. Operate authenrication server softwaze custom developed by Organizarion's systems vendor to inter-operate with the WebZ software. 4. Indexing Bibliographic Records. a. As faz as possible, index bibliographic records according to the D�III�IITEX/LDS Indexing Standards and Guidelines for Bibliographic Records. b. Work towazd fully adhering to the MI1�TITEX/LDS Indexing Standards and Guidelines for Bibliograpluc Records. (Section F of Standards and Guidelines for Automated Library Systems). 5. Provide communication line bandwidth, server capacity, and concurrent session licensing to allow MnLINK Gateway Users access through the Organization's server. 6. Designate two people to act as contacts with the MnLINK operations staff for technical and functional operations, training, maintenance, and support activities. 7. Provide training and support on WebZ and the OCLC Distributed ILL software for the librazies affiliated with the Gateway Site. These libraries must have PC workstations of � sufficient capacity to utilize an accepted Web browser and Internet access. DD y `� � 8. Provide configuration information as needed to the MnLINK operations staff. 9. Report to the MnLINK operations staffproblems, changes, Organization closures and other factors that might affect access to the server. 10. Participate in the MnLINK Gateway Server Site Administrators Group and the MnT.TNK Gateway Server Operations Group and similar groups which may be established. AG:200983, v. i �1� Council File # C/� �-� Sheet # .I � v 5 �. RESOLUTION Presented Referred To "`� �p. C TY, OF �t 1 WI-IEREAS, [1i�,2`ity of Saint Paul lias placed a liigh priority upon sYund fiscal management; and ' �/ 2 3 WI�REAS, tl�e Cily I��s workcd to liave Ramsey County, [he Saint Paul Public Schools and the Saint Paul Port Authority 4 coordin�te tl�cir deUt issu�uce programs with the City; and; 5 6 WHEREAS, tlic City has adopted and updated Budget Goals and Policies: Multi year Drrectron for Guiding the Preparation of 7 Operating and Debt Service 13udgets; and 8 9 WHEREAS, thc City's soand fiscal management was rewarded in 1985 when Standard and Poor's, the national credit rating 10 agency upgr�ded U�e City's credit rating from AA to AA+; and 11 12 WFIEREAS, the M�yor �nd Cily Council have partnered to continue [he City's excellent reputaUon for fiscal management and 13 focus upon lhe ongoing invesUuent in tUe City's strong neighborhoods and We revitalization of the downtown; and 14 15 WHEREAS, Standard and Poor's recenUy evaluated the City for the purpose of raGng the City's credit for the 2001 annual bond 16 s�Ic; and 17 18 WIIEREAS, U�scd upou thc City's performance, Standard and Poor's has upgraded the City's credit raUng to AAA, [he highes[ 19 rl�ing possible; �ud 20 21 WHEREAS, this credit r�ling upgrlde is a reward for tl�e yeazs of diligent and creative work by elected officials and City staff; 22 23 NOW, THEREFORE, BE IT RESOLVED, tUat tl�e City Council commends all City staff for the contribu[ion that they have 24 m�de for making Saint Paal a AAA city; and 25 26 BE IT FURTH�R RESOLVED, ihe City Council commends, in particular, the City's par[ners—tUe Capital City Padnership, 27 tl�e S�inl P1u1 Port AidUority �nd ihe Saint Paul Riverfront Development Corporation—for producing strong results in the 28 Cily's ecanotny and qu�lily of lifc; �nd 29 30 BE IT FINALLY RESOLVED, tl��t tl�e City Couneil commends, both as individuals and as representafives for their agency 31 wllc�g»es, tl�c followiug pcople who made presentations to Standard and Poor's: Mayor Norm Coleman, Eruce Beese, Bernie 32 Bnllert, Tom Eggum, Petcr Hamcs, Todd Hurley, Ron Kline, John Labosky, Lorrie Louder, Barb Maynard, Ruth O'Brien, 33 Gregory Page, Roger Puclircitcr, Dick Rupert, Bob Sclireier, Dan Smith, George Splicl�al, Brian Sweeney and Barbara Woolsey. Requested by Department of: By: � Approved by Mayor: Date By: ' �� G:\SIIARI;D\Admin\I'innncinl Scrviccs OOicc\AM Rnting-r'solution.wpd Office of Finaucial Services gY; ---��� � �/��.,. For Ap ro ed by City At By: Approved, ayor for Submission to GounciZ ' By: ✓ Rdopted by CounciZ: Date ��_ ���� )y o7p'�/ Adoption Certified by Council 5eoretary di-��� OATFINITIATEO March 27, 2001 Councilmember Pat Harris G-8630 TOTAL # OF SIONATURE PACiES GREEN SHEET on�emnn dRecro� ❑ p1`/AROIINtY � CRYCLiRK ❑nuxeu�senviewwa ❑�WNCW.iiRW�CCTO ❑ WVOR�ORNN/TINf� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) A resolution coznmending City staff and outside agencies for the contribution they have made for making Saint Paul's bond rating AAA, the highest rating possible. PLANNINO COMMISSION CIB COMMITTEE CIVIL SERVICE COMMISSION AMOUNT OF TRANlACTION 1 SOURCH (E%PIAIN) Hm thk pareoNfirm ever xrorked untler a cantract Por thie depeRment7 , VES NO Hes lhit pareoNfirm evar 6een e ctty ompbyee7 YE9 NO Doee thle peieoNfnm poaeees a ekill rwt normellypoeeeeaed by eny curtenl cfty employ0e? YE3 Nb IB �is pereonmrm e terpetetl wntloY! VE3 NO COiT/REVENUE BUDOETED (CIRCLE ONE) No � ���)�� an ewxcw YES NO ACTN7TYNUMBER '.7't;�:._[ Qo-33o GATEWAY SERVER SITE AGREEMENT This agreement is by and between the State of Minnesota, acting through its Higher Education Services Office ("IvIHESO'� and the City of St. Paul by and through the Department of Libraries ("Organization"). This agreement is a"state contracY' within the meaning of Minnesota Statutes, Section 16C.05, subd. 2 and the Effective Date shall not occur until all of ffie applicable statutory requirements have been met. WITNESSETH that: WItEREAS, pursuant to the laws ofthe State ofMinnesota for 1997, Ch.183, Art. l, Sec. 2, subd. 8, 1vIHESO is empowered to implement the Minnesota Library Information �3etwork ("MnLINK'�; and WFiEREAS, MI��SO will provide certain MnLINK services to Organization via designated MnLINK Gateway Server Sites; and WfiEREAS, Organization is willing to manage and operate a designated MnI,INK Gateway Server Site. NOW TI�REFORE, the parties hereby agree as follows: Section 1. EXHIBITS Exhibit A, MnLINK Gateway Server Site Requirements, is hereby incorporated in and made a part of this agreement. Section 2. DEFirTITION5 Capitalized terms used in this agreement and not otherwise defined within the agreement have the following meanings: "EffectiveDate" means the latest date of signature by an authorized signatory ofboth parties. "Mimiesota Library Information Network" means a statewide informarion center that will link academic libraries, government libraries, public libraries and school librazies throughout the State of Minnesota so that they will appear to the user to be a single resource. "MnLINKGateway Server Site"means Organization automationsystemswhichmeetcriteria established by MuLINK and allow their records to be reached through the MnLINK Gateway. "MnLINK Gatewa}�' means an integrated network which allows a user to simultaneously search multiple databases and Minnesota Organization catalags and which connects MnLINK Gateway Server Sites to each other. -1- �6-330 "Organization" means the organization, city, county or other entity that is a party to this agreement and operates the designated MnLINK Gateway Service Site which is the subject of this agreement. Secfion 3. SCOPE OF WORK A. Oreanization Obli ag ttOriS. Organization shall operate and manage a designated MnLINK Gateway Server Site and provide for the following: Allow searches of its automated catalogue of Organization resources via MnLINK Gateway. 2. Electronic placement of Interlibrary Loan requests for materials and items included on the Organization's automated catalogue data base by users authenticated by MnLINK subject to: a) statewide interlibrary loan policies and procedures established by �TEX and the Department of Children, Families and Learning, Office of Library Development and Services; and b) such restrictions as the Organization or its members may place on the loan of materials consistent with 2.a) above. 3. Conformance to Gateway Server Site requirements as listed in Exhibit A and other requirements that may be adopted by MnLINK. 4. Consideration of libraries outside its primary clientele for participation in its Organization automated system. 5. Forwazding any written request for information regarding participation in Organization's automation system and Organization's response to MnI,11�iK. 6. Appointment by Organization of a member to the Gateway Site 5erver Administrator Group, the Gateway Operations Group and any sunilar groups that may be established. The organization has the right to be represented in such groups and shall haue all rights auailable to other members ofthe group. B. MI-IESO Obli ations. NIHESO shall, either directly or via contracted services administer the MnLINK Gateway for the benefit of all participants and provide for the following: Maintenance of the MnLINK central site operations in Mankato including installarion of the requisite hardware and software. 2. Organization and authenticated user search of identified Organization catalogue via MnLINI� Gateway. -2- 00 _330 3. Organization and authenticated user search ofidenrified elec�onic databases - via MnLINK Gateway. 4. Organization and authenticated user placement of Interlibrary Loan request via MnLINK Gateway for materials of other MnLINK participating libraries subjectto: a) statewide interlibrary loan policies an procedures established by MINTTEX andlor the Office of Libracy Development and Services; b) such restrictions as the Organization or its members may place on the loan of materials consistent with 4.a) above. 5. Establishment of the Gateway Site Server Administrator Group, the Gateway Operations Group and any similar groups that may be required. The organization has the right to be represented in such groups and shall have all rights available to other members of the group. 6. Consultation with the Gateway Administrator Group prior to adopting any new requirements. Section 4. PAYMENT A. MHESO agrees to pay Organization a one-rime payment of $41,355 for establishment of a MnI,INK Gateway Server Site in accordance with Exhibit A and for connection to the MnT.TNK Gateway Server Site by MnLINK. Payment will be made within sixty (60) days after Effective Date of the agreement. B. MHESO further agrees to pay Organization a payment of $6,203 for access to and use of the MnLiNK Gateway Server Site by MnLINI� during fiscal year 00 (July 1, 1999 t]uough June 30, 2000). The initial annual payment will be made to Organization wittun sixty (60) days after the beginning of the fiscal yeaz. G Subsequent annual payments will be made to Organization wittrin sixty (60) days a8er the beginning of subsequent fiscal yeazs. The amount of subsequent annual payments will be deterniined solely by MI Section 5. DEFAULT A. If Organization fails to maintain its MnLINK Gateway Server Site or fails to fulfill any of its obligations under this agreement, MI��SO may consider Organizarion to be in default, unless such failure has been caused by an excusable delay. IvIFIESO agees to give Organization written notice of such default. Organization will have ten (10) days from the receipt of such norice to pmvide a plan of action that is acceptable to MF3ES0 to cure the default. B. If Organization fails to cure the default, MHESO may terminate any unfulfilled -3- 00-�30 portion of trus agreement. In the event Organization fails to cure the default and the default is undisputed, Organization will refund to �SO all amounts previously paid during the fiscal yeaz in which the agreement is terminated. Secrion 6. DISPUTES A. Disnute Resolution. Organization and MF�SO will attempt to settle any claim or conh�oversy arising from this agreement through consultation and negotiation in good faith and a spirit of mutuai cooperation. If those attempts fail, the dispute will be mediated by a mediator chosen jointly by Organization and IviFIESO within thirty (30) days after notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Subject to available funding, Organization and MHESO will share the cost of mediation equally. Notwithstanding the foregoing, if funds are unavailable to either party, either parry may proceed directly to dispute resolurion in accordance with pazagraph B. of this seciton. The parties may by mutual agreement complete some specified but limited discovery about the dispute. The parties may also replace mediation with some other form ofnon-binding altemate dispute resolution ("ADR'� procedure. Nothing in this section shall prevent MI�SO or the Organization from terminaring this agreement for a material breach or for convenience. B. Unresolved Disputes. Any dispute that cannot be resolved between the parties through negotiation or mediation within two (2} months after the date of the initial demand for non-binding mediation may then be submitted by either party to Minnesota District Court in the Second judicial district or to the United States District Court for the District of Minnesota for matters otherwise wiUvn its jurisdiction. Each pazty consents to jurisdiction over it by such a court. The use of any ADR pmcedures wili not be considered under the doctrine of latches, waiver, ar estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in the paragraph prior to the expiration of the two-month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and ineparable injury to such party or any of its affiliates, agents, empioyees, customers, suppliers, or subcontractors. C. Performance While Dispute is Pending. Notwithstanding the existence of a dispute, theparties shali continue without delay to carry out all oftheir responsibilities under this agreement which are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under this agreement, in the accomplishment of ali undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. Section 7. TERM The term of this agreement is four (4) years from the effective date or through June 30, �003, wlrichever is sooner. � a p_�3o Section 8. AUDIT RIGHTS AsrequiredbyMinnesotaStatutes Section 16C.05, Subdivision 5. Organizationshall maintain books, records, and documents that are relevant to the performance of tlus agreement. Such books, records and documents of Organization as well as its accounting procedures and practices that are relevant to the performance of this agreement, shall be subject to the examination and audit of MEEIESO, the Commissioner of Adminish and either the Legislative Auditor or the State Auditor, as appropriate, for a m;n;mum of siz (6) years from the end of this contract. Section 9. TERNIINATION FOR LACK OF APPROPRIATION OR CONVEI�TIENCE A. Temunation for Lack of Appropriarion. ff applicable, NIHESO shall take all reasonable acrions to comply with Minnesota Statutes Sections 16A.15 and 16A.57. Section 16A.15 provides that a payment may not be made without prior obligation, and an obligation may not be incurred unless a sufficient unencumbered balance of funds exist. Secrion 16A.57 provides that, unless otherwise expressly provided by law, State money may not be spent or applied without an appropriation, an allotrnent and an issuance of a warrant or electronic fund transfer. If 1VIHESO takes all reasonable actions to comply with these statutes but nevertheless is unable to do so (as detemuned in good faith by MHESO), MHESO and Organization will have the right to terminate this agreement to the extent funds are not auailable without penalty and upon the same terms and conditions as a terminarion for convenience. B. Termination for Convenience i. 1VIHESO or the Commissioner of Administration may ternrinate performance of work under this agreement in whole or in part whenever for any reason MHESO or the Commissioner shall determine that such tP*rr+inahon is the most appropriate acrion for ivIHESO or the State. If IvIHESO or the Commissioner of Administration elects to terminate this agreement pursuant to this pmvision, the Organization shall be notified by mail, return receipt requested, at least thirty (30) days prior to the effective date of such termination. Such notice shall state the extent of such termination, i.e., whether it is in whole or in part, and if in part, the extent of the temiivated portion. Termination shall be effective as of the close of business on the date specified in the notice. After receipt of a norice of termination for convenience, Organization shall be paid any retention or holdback on payment accounts attributable to work completed before notice of terminarion. 2. Organization may terninate this agreement whenever for any reason Organization shall determine that such ternunation is the most appropriate acrion for Organization. If Organization elects to terminate this agreement pursuant to this provision, Organization shall notify MF3ES0 by mail, return receipt requested, at least thiriy (30) days prior to the effective date of such termination. Teimination shall be effective as of the close of business on the date specified in the notice. After receipt ofnotice oftermination forconvenience, Organizationwill refundto MHESO -5- og��3o a pmrated aznount of the funds paid by IvIf�SO during the fiscal year in which the agreement is terminated. C. CooperarionDurin�Transirion.Or, ni�ationshallcooperatewithandhelpfacilitate any transition for the provision of contract related services by a different MnLINK Gateway Server Site or by ivIHESO at any time during or within thiriy (30) days of the termination of this agreement. Failure to cooperate with and/or withholding any in£ormation orrecords requested byMHESO or a different vendor ffiat impairs in any way the transition of the provision of contract related services to a different party shall constitute a material breach of this agreement, subjecting Organi7ation to liability for all damages incurred by MF�SO because of such failure. Notwithstanding the above, MHESO may alternarively choose to consider a breach of tlus section an event of default, and pmceed in accordance with Section 5. This provision does not apply in the event of a termination for convenience or lack of appropriation. Section 10. LIABILITY The Organization and iviHESO agree that each party will be responsible for its own acts and the results thereof to the extent authorized by law and sha11 not be responsible for the acts of any others and the results thereof. MHESO's liability shall be governed by the pmvisions ofthe Minnesota Tort Claims Act, Minn. Stat. §3.736, and other applicable law. The Organization's liability shall be governed by the provisions of the Municipal Tort Claims Act, Minn. Stat. §466.01 et seq., and other applicable law. Section 11. GENERAL A. Data Practices Act. Organization agrees to comply with the Minnesota Data Practices Act as it applies to all data provided by the State in accordance with tlris contract and as it applies to all data created, gathered, generated or acquired in accordance with this contract. B. Assi ug�abilitv. This agreement may not be assigned by either party without the prior written consent of the other parry. C. Waiver. No covenant, condition, duty, obligation, or undertaldng contained in or made a part ofthis agreement shall be waived except by the written agreement of the parties. Forbearance or indulgence in any form or manner by either party in any regazd whatsoever shall not constitute a waiver of the covenant, condifion, duty obligation, or undertaking to be kept, performed, or discharged by the other party. Until complete performance or satisfaction of all such covenants, conditions, duties, obligations and undertakings, the other party shall have the right to invoke any remedy available under law or equity, notwithstanding any such forbearance or indulgence. Waiver of any breach of any provision of this agreement shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this agreement shall be held to be waived, modified, or deleted except by an instrument � in writing, signed by the parti�s hereto. Oo _���o D. Severabilitv. If any provision or portion of this agreement, including items incorporated by reference, is held to be illegal, invalid, void or unenforceable, then both MHESO and Organization shall be relieved of all obligations arising under such provision, that provision will be considered severable, and the remainder of this agreement (if capable of performance) will remain in full force and effect as if the invalid provision were not part of this agreement. E. Headings and Section References. Tfie headings given to the sections of ttris agreement aze inserted only for convenience and aze not to be construed as part of this agreement or as a limitation of the scope of the pazticular Section to which the heading refers. F. Entire Agreement. This agreement (including the E�ibits) constitutes the entire agreement of the parties regarding the subject matter of this agreement and supersedes all previous negotiations, representations, agreements and understandings, whether written or oral, between the parties relating to such subject matter. This agreement between the parties shall be independent of and have no effect upon any other contracts of either pariy. G. Governine Law. This agreement will be governed by and conshued in accordance with the laws of State of Minnesota. The pazties shall bring any and ail legal proceedings arising hereunder in the State of Minnesota, District Court of Ramsey County. The United States District Court for the State of Minnesota shall be the venue of any federal action or proceeding arising hereunder in which MI3ES0 is a P�Y• H. Soverei�n Iinmunitv. MI�SO dces not waive its sovereign immunity by entering into this agreement and fully retains all immunities and defenses pmvided by law with regard to any action based on this agreement. The State of Minnesota and �SO fully retain a11 immunities and defenses provided by law with regard to any action based on this agreement. The Organization does not waive its sovereign immunity by entering into this agreement and fully retains all immunities and defenses provided by law with regard to any action based on this agreement. The Organization fully retains all immunities and defenses provided by law with regazd to any action based on this agreement. I. Conformance With State and Federal Laws and R ations. Organizarion and MFTESO each agree to comply with all Minnesota and Federal laws and regulations that are applicable to this agreement, including those not specificaily mentioned in the agreement. 3. Personnel Requirements. Organization shall not disc*+*ninate against any employee or applicant for employment because of race, color, creed, religion, sex, national origin, age (except asprovidedbylaw),marital status,political affiliation, statuswith regard to public assistance, sexual orientation, or disability. Organi�ation, its -7- ba �-3��0 I�. officers, employees, Subcon�actors, or any other agent of Organization in perfonmance ofthe Contract shall act in an independent capacity and not as an officer or employee of 1VIfIESO. This agreement shall not be construed as a partnerslup or joint venture between Organization or any subcontractor and MFIESO. Norices. Notices authorized or required under this agreement must be in writing and sent to the below address: MFIESO ATTN: E. Ann Kelley Manager of Programs Higher Education Services Offices 1450 Energy Pazk Drive, Suite 350 Saint Paul, MN 55108 �� � �� � � % ri.�_� �/I L«�« � ., - : ,� . In witness whereof, the parties haue caused duly authorized representatives to execute this agreement on the dates set forth below. MFIESO By: Name: Timothy M. Geraghty Title: Director of Financial Services Date: DEPARTMENT OF ADMIlVISTRATION By: Name: Title: Date: MINPiESOTA ATTORNEY GENERAI. � ORGANIZATION ATTN: Doug Guthrie, LibraryInformation Resources Coordinator Saint Paul Public Library 90 West Fourth Street Saint Paul, MN 55102 Title: Department Director Date: �-� �G By; � �.�-xv� City Attorney Date: 'Y - 3 - � a (Approved as to form) By: � 4 �-�--�f Office inancial Services Date: � � 3 � ' � � t ���.. � 1/� (� / / � .� �. - .�� � Ob� 330 E�'HIBIT A: GATEWAY SERVER SITE REQUIREMENTS. 1_ Z39.50 Server Softwaze. a. Operate Z39.50 server soRware compatible with the version of OCLC's Site Search WebZ softwaze n,nn;ng on the MnI INK Gateway (at initial implementation, the Gateway is n,nning WebZ version 4.0 which supports Z39.50 version 2 with some version 3 featutes). b. Work towazd the goal of operating Z39_50 version 3 softwaze. 2. Z39.50 Athibute Sets. a Asfazaspossible,fulfilltherequirementsforminimumsupportoftheZ39.50 use, struchue, truncation, and relation attributes recommended in the MINTI'EXILDS "Report ofthe Z39.50 Attributes Working Group." (currently awaiting approval). b. Work toward the goal of fulfilling all minimum requirements and as many of the desirable attributes of the standard as is feasible. Authenticafion Software. Operate system software capable of providing patron data to OCLC's Site Search WebZ for patron authenticarion. Two alternatives include: a. Operate system software compliant with the 3M Standard Interchange Pmtocol version 2 for patron data, or b. Operate authenrication server softwaze custom developed by Organizarion's systems vendor to inter-operate with the WebZ software. 4. Indexing Bibliographic Records. a. As faz as possible, index bibliographic records according to the D�III�IITEX/LDS Indexing Standards and Guidelines for Bibliographic Records. b. Work towazd fully adhering to the MI1�TITEX/LDS Indexing Standards and Guidelines for Bibliograpluc Records. (Section F of Standards and Guidelines for Automated Library Systems). 5. Provide communication line bandwidth, server capacity, and concurrent session licensing to allow MnLINK Gateway Users access through the Organization's server. 6. Designate two people to act as contacts with the MnLINK operations staff for technical and functional operations, training, maintenance, and support activities. 7. Provide training and support on WebZ and the OCLC Distributed ILL software for the librazies affiliated with the Gateway Site. These libraries must have PC workstations of � sufficient capacity to utilize an accepted Web browser and Internet access. DD y `� � 8. Provide configuration information as needed to the MnLINK operations staff. 9. Report to the MnLINK operations staffproblems, changes, Organization closures and other factors that might affect access to the server. 10. Participate in the MnLINK Gateway Server Site Administrators Group and the MnT.TNK Gateway Server Operations Group and similar groups which may be established. AG:200983, v. i �1� Council File # C/� �-� Sheet # .I � v 5 �. RESOLUTION Presented Referred To "`� �p. C TY, OF �t 1 WI-IEREAS, [1i�,2`ity of Saint Paul lias placed a liigh priority upon sYund fiscal management; and ' �/ 2 3 WI�REAS, tl�e Cily I��s workcd to liave Ramsey County, [he Saint Paul Public Schools and the Saint Paul Port Authority 4 coordin�te tl�cir deUt issu�uce programs with the City; and; 5 6 WHEREAS, tlic City has adopted and updated Budget Goals and Policies: Multi year Drrectron for Guiding the Preparation of 7 Operating and Debt Service 13udgets; and 8 9 WHEREAS, thc City's soand fiscal management was rewarded in 1985 when Standard and Poor's, the national credit rating 10 agency upgr�ded U�e City's credit rating from AA to AA+; and 11 12 WFIEREAS, the M�yor �nd Cily Council have partnered to continue [he City's excellent reputaUon for fiscal management and 13 focus upon lhe ongoing invesUuent in tUe City's strong neighborhoods and We revitalization of the downtown; and 14 15 WHEREAS, Standard and Poor's recenUy evaluated the City for the purpose of raGng the City's credit for the 2001 annual bond 16 s�Ic; and 17 18 WIIEREAS, U�scd upou thc City's performance, Standard and Poor's has upgraded the City's credit raUng to AAA, [he highes[ 19 rl�ing possible; �ud 20 21 WHEREAS, this credit r�ling upgrlde is a reward for tl�e yeazs of diligent and creative work by elected officials and City staff; 22 23 NOW, THEREFORE, BE IT RESOLVED, tUat tl�e City Council commends all City staff for the contribu[ion that they have 24 m�de for making Saint Paal a AAA city; and 25 26 BE IT FURTH�R RESOLVED, ihe City Council commends, in particular, the City's par[ners—tUe Capital City Padnership, 27 tl�e S�inl P1u1 Port AidUority �nd ihe Saint Paul Riverfront Development Corporation—for producing strong results in the 28 Cily's ecanotny and qu�lily of lifc; �nd 29 30 BE IT FINALLY RESOLVED, tl��t tl�e City Couneil commends, both as individuals and as representafives for their agency 31 wllc�g»es, tl�c followiug pcople who made presentations to Standard and Poor's: Mayor Norm Coleman, Eruce Beese, Bernie 32 Bnllert, Tom Eggum, Petcr Hamcs, Todd Hurley, Ron Kline, John Labosky, Lorrie Louder, Barb Maynard, Ruth O'Brien, 33 Gregory Page, Roger Puclircitcr, Dick Rupert, Bob Sclireier, Dan Smith, George Splicl�al, Brian Sweeney and Barbara Woolsey. Requested by Department of: By: � Approved by Mayor: Date By: ' �� G:\SIIARI;D\Admin\I'innncinl Scrviccs OOicc\AM Rnting-r'solution.wpd Office of Finaucial Services gY; ---��� � �/��.,. For Ap ro ed by City At By: Approved, ayor for Submission to GounciZ ' By: ✓ Rdopted by CounciZ: Date ��_ ���� )y o7p'�/ Adoption Certified by Council 5eoretary di-��� OATFINITIATEO March 27, 2001 Councilmember Pat Harris G-8630 TOTAL # OF SIONATURE PACiES GREEN SHEET on�emnn dRecro� ❑ p1`/AROIINtY � CRYCLiRK ❑nuxeu�senviewwa ❑�WNCW.iiRW�CCTO ❑ WVOR�ORNN/TINf� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) A resolution coznmending City staff and outside agencies for the contribution they have made for making Saint Paul's bond rating AAA, the highest rating possible. PLANNINO COMMISSION CIB COMMITTEE CIVIL SERVICE COMMISSION AMOUNT OF TRANlACTION 1 SOURCH (E%PIAIN) Hm thk pareoNfirm ever xrorked untler a cantract Por thie depeRment7 , VES NO Hes lhit pareoNfirm evar 6een e ctty ompbyee7 YE9 NO Doee thle peieoNfnm poaeees a ekill rwt normellypoeeeeaed by eny curtenl cfty employ0e? YE3 Nb IB �is pereonmrm e terpetetl wntloY! VE3 NO COiT/REVENUE BUDOETED (CIRCLE ONE) No � ���)�� an ewxcw YES NO ACTN7TYNUMBER '.7't;�:._[ Qo-33o GATEWAY SERVER SITE AGREEMENT This agreement is by and between the State of Minnesota, acting through its Higher Education Services Office ("IvIHESO'� and the City of St. Paul by and through the Department of Libraries ("Organization"). This agreement is a"state contracY' within the meaning of Minnesota Statutes, Section 16C.05, subd. 2 and the Effective Date shall not occur until all of ffie applicable statutory requirements have been met. WITNESSETH that: WItEREAS, pursuant to the laws ofthe State ofMinnesota for 1997, Ch.183, Art. l, Sec. 2, subd. 8, 1vIHESO is empowered to implement the Minnesota Library Information �3etwork ("MnLINK'�; and WFiEREAS, MI��SO will provide certain MnLINK services to Organization via designated MnLINK Gateway Server Sites; and WfiEREAS, Organization is willing to manage and operate a designated MnI,INK Gateway Server Site. NOW TI�REFORE, the parties hereby agree as follows: Section 1. EXHIBITS Exhibit A, MnLINK Gateway Server Site Requirements, is hereby incorporated in and made a part of this agreement. Section 2. DEFirTITION5 Capitalized terms used in this agreement and not otherwise defined within the agreement have the following meanings: "EffectiveDate" means the latest date of signature by an authorized signatory ofboth parties. "Mimiesota Library Information Network" means a statewide informarion center that will link academic libraries, government libraries, public libraries and school librazies throughout the State of Minnesota so that they will appear to the user to be a single resource. "MnLINKGateway Server Site"means Organization automationsystemswhichmeetcriteria established by MuLINK and allow their records to be reached through the MnLINK Gateway. "MnLINK Gatewa}�' means an integrated network which allows a user to simultaneously search multiple databases and Minnesota Organization catalags and which connects MnLINK Gateway Server Sites to each other. -1- �6-330 "Organization" means the organization, city, county or other entity that is a party to this agreement and operates the designated MnLINK Gateway Service Site which is the subject of this agreement. Secfion 3. SCOPE OF WORK A. Oreanization Obli ag ttOriS. Organization shall operate and manage a designated MnLINK Gateway Server Site and provide for the following: Allow searches of its automated catalogue of Organization resources via MnLINK Gateway. 2. Electronic placement of Interlibrary Loan requests for materials and items included on the Organization's automated catalogue data base by users authenticated by MnLINK subject to: a) statewide interlibrary loan policies and procedures established by �TEX and the Department of Children, Families and Learning, Office of Library Development and Services; and b) such restrictions as the Organization or its members may place on the loan of materials consistent with 2.a) above. 3. Conformance to Gateway Server Site requirements as listed in Exhibit A and other requirements that may be adopted by MnLINK. 4. Consideration of libraries outside its primary clientele for participation in its Organization automated system. 5. Forwazding any written request for information regarding participation in Organization's automation system and Organization's response to MnI,11�iK. 6. Appointment by Organization of a member to the Gateway Site 5erver Administrator Group, the Gateway Operations Group and any sunilar groups that may be established. The organization has the right to be represented in such groups and shall haue all rights auailable to other members ofthe group. B. MI-IESO Obli ations. NIHESO shall, either directly or via contracted services administer the MnLINK Gateway for the benefit of all participants and provide for the following: Maintenance of the MnLINK central site operations in Mankato including installarion of the requisite hardware and software. 2. Organization and authenticated user search of identified Organization catalogue via MnLINI� Gateway. -2- 00 _330 3. Organization and authenticated user search ofidenrified elec�onic databases - via MnLINK Gateway. 4. Organization and authenticated user placement of Interlibrary Loan request via MnLINK Gateway for materials of other MnLINK participating libraries subjectto: a) statewide interlibrary loan policies an procedures established by MINTTEX andlor the Office of Libracy Development and Services; b) such restrictions as the Organization or its members may place on the loan of materials consistent with 4.a) above. 5. Establishment of the Gateway Site Server Administrator Group, the Gateway Operations Group and any similar groups that may be required. The organization has the right to be represented in such groups and shall have all rights available to other members of the group. 6. Consultation with the Gateway Administrator Group prior to adopting any new requirements. Section 4. PAYMENT A. MHESO agrees to pay Organization a one-rime payment of $41,355 for establishment of a MnI,INK Gateway Server Site in accordance with Exhibit A and for connection to the MnT.TNK Gateway Server Site by MnLINK. Payment will be made within sixty (60) days after Effective Date of the agreement. B. MHESO further agrees to pay Organization a payment of $6,203 for access to and use of the MnLiNK Gateway Server Site by MnLINI� during fiscal year 00 (July 1, 1999 t]uough June 30, 2000). The initial annual payment will be made to Organization wittun sixty (60) days after the beginning of the fiscal yeaz. G Subsequent annual payments will be made to Organization wittrin sixty (60) days a8er the beginning of subsequent fiscal yeazs. The amount of subsequent annual payments will be deterniined solely by MI Section 5. DEFAULT A. If Organization fails to maintain its MnLINK Gateway Server Site or fails to fulfill any of its obligations under this agreement, MI��SO may consider Organizarion to be in default, unless such failure has been caused by an excusable delay. IvIFIESO agees to give Organization written notice of such default. Organization will have ten (10) days from the receipt of such norice to pmvide a plan of action that is acceptable to MF3ES0 to cure the default. B. If Organization fails to cure the default, MHESO may terminate any unfulfilled -3- 00-�30 portion of trus agreement. In the event Organization fails to cure the default and the default is undisputed, Organization will refund to �SO all amounts previously paid during the fiscal yeaz in which the agreement is terminated. Secrion 6. DISPUTES A. Disnute Resolution. Organization and MF�SO will attempt to settle any claim or conh�oversy arising from this agreement through consultation and negotiation in good faith and a spirit of mutuai cooperation. If those attempts fail, the dispute will be mediated by a mediator chosen jointly by Organization and IviFIESO within thirty (30) days after notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Subject to available funding, Organization and MHESO will share the cost of mediation equally. Notwithstanding the foregoing, if funds are unavailable to either party, either parry may proceed directly to dispute resolurion in accordance with pazagraph B. of this seciton. The parties may by mutual agreement complete some specified but limited discovery about the dispute. The parties may also replace mediation with some other form ofnon-binding altemate dispute resolution ("ADR'� procedure. Nothing in this section shall prevent MI�SO or the Organization from terminaring this agreement for a material breach or for convenience. B. Unresolved Disputes. Any dispute that cannot be resolved between the parties through negotiation or mediation within two (2} months after the date of the initial demand for non-binding mediation may then be submitted by either party to Minnesota District Court in the Second judicial district or to the United States District Court for the District of Minnesota for matters otherwise wiUvn its jurisdiction. Each pazty consents to jurisdiction over it by such a court. The use of any ADR pmcedures wili not be considered under the doctrine of latches, waiver, ar estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in the paragraph prior to the expiration of the two-month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and ineparable injury to such party or any of its affiliates, agents, empioyees, customers, suppliers, or subcontractors. C. Performance While Dispute is Pending. Notwithstanding the existence of a dispute, theparties shali continue without delay to carry out all oftheir responsibilities under this agreement which are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under this agreement, in the accomplishment of ali undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party. Section 7. TERM The term of this agreement is four (4) years from the effective date or through June 30, �003, wlrichever is sooner. � a p_�3o Section 8. AUDIT RIGHTS AsrequiredbyMinnesotaStatutes Section 16C.05, Subdivision 5. Organizationshall maintain books, records, and documents that are relevant to the performance of tlus agreement. Such books, records and documents of Organization as well as its accounting procedures and practices that are relevant to the performance of this agreement, shall be subject to the examination and audit of MEEIESO, the Commissioner of Adminish and either the Legislative Auditor or the State Auditor, as appropriate, for a m;n;mum of siz (6) years from the end of this contract. Section 9. TERNIINATION FOR LACK OF APPROPRIATION OR CONVEI�TIENCE A. Temunation for Lack of Appropriarion. ff applicable, NIHESO shall take all reasonable acrions to comply with Minnesota Statutes Sections 16A.15 and 16A.57. Section 16A.15 provides that a payment may not be made without prior obligation, and an obligation may not be incurred unless a sufficient unencumbered balance of funds exist. Secrion 16A.57 provides that, unless otherwise expressly provided by law, State money may not be spent or applied without an appropriation, an allotrnent and an issuance of a warrant or electronic fund transfer. If 1VIHESO takes all reasonable actions to comply with these statutes but nevertheless is unable to do so (as detemuned in good faith by MHESO), MHESO and Organization will have the right to terminate this agreement to the extent funds are not auailable without penalty and upon the same terms and conditions as a terminarion for convenience. B. Termination for Convenience i. 1VIHESO or the Commissioner of Administration may ternrinate performance of work under this agreement in whole or in part whenever for any reason MHESO or the Commissioner shall determine that such tP*rr+inahon is the most appropriate acrion for ivIHESO or the State. If IvIHESO or the Commissioner of Administration elects to terminate this agreement pursuant to this pmvision, the Organization shall be notified by mail, return receipt requested, at least thirty (30) days prior to the effective date of such termination. Such notice shall state the extent of such termination, i.e., whether it is in whole or in part, and if in part, the extent of the temiivated portion. Termination shall be effective as of the close of business on the date specified in the notice. After receipt of a norice of termination for convenience, Organization shall be paid any retention or holdback on payment accounts attributable to work completed before notice of terminarion. 2. Organization may terninate this agreement whenever for any reason Organization shall determine that such ternunation is the most appropriate acrion for Organization. If Organization elects to terminate this agreement pursuant to this provision, Organization shall notify MF3ES0 by mail, return receipt requested, at least thiriy (30) days prior to the effective date of such termination. Teimination shall be effective as of the close of business on the date specified in the notice. After receipt ofnotice oftermination forconvenience, Organizationwill refundto MHESO -5- og��3o a pmrated aznount of the funds paid by IvIf�SO during the fiscal year in which the agreement is terminated. C. CooperarionDurin�Transirion.Or, ni�ationshallcooperatewithandhelpfacilitate any transition for the provision of contract related services by a different MnLINK Gateway Server Site or by ivIHESO at any time during or within thiriy (30) days of the termination of this agreement. Failure to cooperate with and/or withholding any in£ormation orrecords requested byMHESO or a different vendor ffiat impairs in any way the transition of the provision of contract related services to a different party shall constitute a material breach of this agreement, subjecting Organi7ation to liability for all damages incurred by MF�SO because of such failure. Notwithstanding the above, MHESO may alternarively choose to consider a breach of tlus section an event of default, and pmceed in accordance with Section 5. This provision does not apply in the event of a termination for convenience or lack of appropriation. Section 10. LIABILITY The Organization and iviHESO agree that each party will be responsible for its own acts and the results thereof to the extent authorized by law and sha11 not be responsible for the acts of any others and the results thereof. MHESO's liability shall be governed by the pmvisions ofthe Minnesota Tort Claims Act, Minn. Stat. §3.736, and other applicable law. The Organization's liability shall be governed by the provisions of the Municipal Tort Claims Act, Minn. Stat. §466.01 et seq., and other applicable law. Section 11. GENERAL A. Data Practices Act. Organization agrees to comply with the Minnesota Data Practices Act as it applies to all data provided by the State in accordance with tlris contract and as it applies to all data created, gathered, generated or acquired in accordance with this contract. B. Assi ug�abilitv. This agreement may not be assigned by either party without the prior written consent of the other parry. C. Waiver. No covenant, condition, duty, obligation, or undertaldng contained in or made a part ofthis agreement shall be waived except by the written agreement of the parties. Forbearance or indulgence in any form or manner by either party in any regazd whatsoever shall not constitute a waiver of the covenant, condifion, duty obligation, or undertaking to be kept, performed, or discharged by the other party. Until complete performance or satisfaction of all such covenants, conditions, duties, obligations and undertakings, the other party shall have the right to invoke any remedy available under law or equity, notwithstanding any such forbearance or indulgence. Waiver of any breach of any provision of this agreement shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this agreement shall be held to be waived, modified, or deleted except by an instrument � in writing, signed by the parti�s hereto. Oo _���o D. Severabilitv. If any provision or portion of this agreement, including items incorporated by reference, is held to be illegal, invalid, void or unenforceable, then both MHESO and Organization shall be relieved of all obligations arising under such provision, that provision will be considered severable, and the remainder of this agreement (if capable of performance) will remain in full force and effect as if the invalid provision were not part of this agreement. E. Headings and Section References. Tfie headings given to the sections of ttris agreement aze inserted only for convenience and aze not to be construed as part of this agreement or as a limitation of the scope of the pazticular Section to which the heading refers. F. Entire Agreement. This agreement (including the E�ibits) constitutes the entire agreement of the parties regarding the subject matter of this agreement and supersedes all previous negotiations, representations, agreements and understandings, whether written or oral, between the parties relating to such subject matter. This agreement between the parties shall be independent of and have no effect upon any other contracts of either pariy. G. Governine Law. This agreement will be governed by and conshued in accordance with the laws of State of Minnesota. The pazties shall bring any and ail legal proceedings arising hereunder in the State of Minnesota, District Court of Ramsey County. The United States District Court for the State of Minnesota shall be the venue of any federal action or proceeding arising hereunder in which MI3ES0 is a P�Y• H. Soverei�n Iinmunitv. MI�SO dces not waive its sovereign immunity by entering into this agreement and fully retains all immunities and defenses pmvided by law with regard to any action based on this agreement. The State of Minnesota and �SO fully retain a11 immunities and defenses provided by law with regard to any action based on this agreement. The Organization does not waive its sovereign immunity by entering into this agreement and fully retains all immunities and defenses provided by law with regard to any action based on this agreement. The Organization fully retains all immunities and defenses provided by law with regazd to any action based on this agreement. I. Conformance With State and Federal Laws and R ations. Organizarion and MFTESO each agree to comply with all Minnesota and Federal laws and regulations that are applicable to this agreement, including those not specificaily mentioned in the agreement. 3. Personnel Requirements. Organization shall not disc*+*ninate against any employee or applicant for employment because of race, color, creed, religion, sex, national origin, age (except asprovidedbylaw),marital status,political affiliation, statuswith regard to public assistance, sexual orientation, or disability. Organi�ation, its -7- ba �-3��0 I�. officers, employees, Subcon�actors, or any other agent of Organization in perfonmance ofthe Contract shall act in an independent capacity and not as an officer or employee of 1VIfIESO. This agreement shall not be construed as a partnerslup or joint venture between Organization or any subcontractor and MFIESO. Norices. Notices authorized or required under this agreement must be in writing and sent to the below address: MFIESO ATTN: E. Ann Kelley Manager of Programs Higher Education Services Offices 1450 Energy Pazk Drive, Suite 350 Saint Paul, MN 55108 �� � �� � � % ri.�_� �/I L«�« � ., - : ,� . In witness whereof, the parties haue caused duly authorized representatives to execute this agreement on the dates set forth below. MFIESO By: Name: Timothy M. Geraghty Title: Director of Financial Services Date: DEPARTMENT OF ADMIlVISTRATION By: Name: Title: Date: MINPiESOTA ATTORNEY GENERAI. � ORGANIZATION ATTN: Doug Guthrie, LibraryInformation Resources Coordinator Saint Paul Public Library 90 West Fourth Street Saint Paul, MN 55102 Title: Department Director Date: �-� �G By; � �.�-xv� City Attorney Date: 'Y - 3 - � a (Approved as to form) By: � 4 �-�--�f Office inancial Services Date: � � 3 � ' � � t ���.. � 1/� (� / / � .� �. - .�� � Ob� 330 E�'HIBIT A: GATEWAY SERVER SITE REQUIREMENTS. 1_ Z39.50 Server Softwaze. a. Operate Z39.50 server soRware compatible with the version of OCLC's Site Search WebZ softwaze n,nn;ng on the MnI INK Gateway (at initial implementation, the Gateway is n,nning WebZ version 4.0 which supports Z39.50 version 2 with some version 3 featutes). b. Work towazd the goal of operating Z39_50 version 3 softwaze. 2. Z39.50 Athibute Sets. a Asfazaspossible,fulfilltherequirementsforminimumsupportoftheZ39.50 use, struchue, truncation, and relation attributes recommended in the MINTI'EXILDS "Report ofthe Z39.50 Attributes Working Group." (currently awaiting approval). b. Work toward the goal of fulfilling all minimum requirements and as many of the desirable attributes of the standard as is feasible. Authenticafion Software. Operate system software capable of providing patron data to OCLC's Site Search WebZ for patron authenticarion. Two alternatives include: a. Operate system software compliant with the 3M Standard Interchange Pmtocol version 2 for patron data, or b. Operate authenrication server softwaze custom developed by Organizarion's systems vendor to inter-operate with the WebZ software. 4. Indexing Bibliographic Records. a. As faz as possible, index bibliographic records according to the D�III�IITEX/LDS Indexing Standards and Guidelines for Bibliographic Records. b. Work towazd fully adhering to the MI1�TITEX/LDS Indexing Standards and Guidelines for Bibliograpluc Records. (Section F of Standards and Guidelines for Automated Library Systems). 5. Provide communication line bandwidth, server capacity, and concurrent session licensing to allow MnLINK Gateway Users access through the Organization's server. 6. Designate two people to act as contacts with the MnLINK operations staff for technical and functional operations, training, maintenance, and support activities. 7. Provide training and support on WebZ and the OCLC Distributed ILL software for the librazies affiliated with the Gateway Site. These libraries must have PC workstations of � sufficient capacity to utilize an accepted Web browser and Internet access. DD y `� � 8. Provide configuration information as needed to the MnLINK operations staff. 9. Report to the MnLINK operations staffproblems, changes, Organization closures and other factors that might affect access to the server. 10. Participate in the MnLINK Gateway Server Site Administrators Group and the MnT.TNK Gateway Server Operations Group and similar groups which may be established. AG:200983, v. i �1�