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HomeMy WebLinkAboutRES 17-108RESOLUTION NO. 17-108 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to execute an ArchivesSpace Service Agreement between the City of Beaumont and LYRASIS, of Atlanta, Georgia, to provide Tyrrell Historical Library cloud -based hosting services related to the library's collections and data. The ArchivesSpace Service Agreement is substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 30th day of May, 2017. - - �90r g'f.AJT10NT. LYRASIS ArchivesSpace Service Agreement AGREEING PARTIES: This agreement is made between LYRASIS, with offices located at 1438 West Peachtree Street, NW, Suite 150, Atlanta, Georgia, 30309 ("LYRASIS") AND Beaumont Public Library System, Tyrrell Historical Library ("Client") with offices located at 695 Pearl Street Beaumont, TX 77701. 2. PURPOSE: LYRASIS will provide Cloud -based Hosting Services related to Client's collections and data, as described in Appendix A and Appendix B, with Pricing as listed in Appendix C, and subject to the General Terms and Conditions as described in Appendix D. 3. AGREEMENT PERIOD: This Agreement commences on the Effective Date below and remains in effect until terminated as provided herein. 4. MODIFICATIONS: Any modifications to this Agreement shall be in writing and require signatures from both parties. a. The single exception to this is, as provided herein, on the anniversary date of this Agreement, LYRASIS will present to the Client an invoice for continuing the Service for the upcoming year. With its acceptance and payment of the invoice, the Client agrees to any changes in the pricing for the Service at that time. SCOPE OF SERVICES: a. Setup, Configuration, and Conversion Services i. One-time services to prepare and launch the Client's collections and data in the Service. ii. Details of these services are provided in Appendix A. b. Hosting and Support Services i. Ongoing, continued services to administer and maintain the Client's collections and data and their presentation on the worldwide web. ii. Ongoing support to maintain services levels of the Service. iii. Details of these services are provided in Appendix B. 6. PRICING: Details are provided in Appendix C. a. LYRASIS may revise their pricing annually for Hosting and Support Services, effective on the anniversary date of this Agreement. These changes will be presented to the client at least 45 days prior to renewal. b. Client agrees to be invoiced annually by LYRASIS for Hosting and Support services. Invoices are due 30 days after receipt. Executed and Effective as of the First day of May, 2017. By (Client): (Authorized Signature) (Printed Name and Title) (Date) By (LYRASIS): 0), (Authorized Signature) (Printed Name and Title) (Date) APPENDIX A — SETUP, CONFIGURATION, & CONVERSION SERVICES 1. LYRASIS will establish a virtual installation ("Instance") of the LYRASIS-hosted ArchivesSpace Service ("Service") for the Client within 21 business days of the Effective Date that is based on the current community -supported version of the open -source software with LYRASIS-supplied modifications specific to the LYRASIS hosting environment. 2. The Client will specify two sub -domain names for the public and staff interfaces to be used within the "lyrasistechnology.org" domain. 3. Client Service will use a wildcard certificate for lyrasistechnology.org 4. The IP address assigned to the Instance remains the property of LYRASIS and/or its service providers. The assigned IP address may change according to the technical needs of LYRASIS and its service providers. 5. LYRASIS will create and install on the Instance one Client -specific "branding template" plugin. This plugin will apply the Client's logo, background (image, gradient or color), and some localization (choice of language for the public and staff landing pages). a. Additional customizations and/or template changes to the Client -specific plugin after formal Signoff may be requested by the Client and, if accepted by LYRASIS, will result in additional charges. 6. LYRASIS will provide initial training for Client as follows: a. Self -paced, web -accessed, pre-recorded video sessions and associated exercises. b, The ArchivesSpace User Manual. c. In addition, LYRASIS will provide links to context -sensitive help within the ArchivesSpace application. This additional help feature is available to the Client as part of a cooperative agreement between LYRASIS and the ArchivesSpace Organizational Home. Access to the context -sensitive help is limited to Client's employees and further distribution of it to other parties is not permitted. 7. The Client chooses a Custom Data Migration and will be charged at the hourly rate for data migration as outlined in Appendix C. a. Data transfer associated with the data migration will be completed using a mutually agreed upon method of secure, encrypted data transfer via network connectivity or physical hard drive exchange. Upon completion of initial service delivery, configuration, data migrations, customizations, and training, LYRASIS will present to the Client the Service for formal Sign -off. The Sign - off process confirms that the Client accepts the Service as configured. The Sign -off will be executed under separate cover and must be completed by the Client within five business days. a. Customizations to the Service configuration and/or added development work that is Client -specific, including changes to the Client's Theme, after Client Sign -Off will be subject to additional charges. APPENDIX B —HOSTING & SUPPORT SERVICES LYRASIS RESPONSIBILITE S 1. LYRASIS Hosting Services is a cloud -based, hosting service provider operating the community -adopted version of the ArchivesSpace software platform. LYRASIS is an institutional member of the ArchivesSpace community and as such, may contribute to the community code base. However, as a community member, LYRASIS cannot assume responsibility for the consistent and effective operation of the software itself. That responsibility lies solely within the ArchivesSpace community. This is the fundamental precept of a community -supported software platform. 2. LYRASIS will provide the Client, within the limits of the Client's "ArchivesSpace Size" category, sufficient computing, network capacity and disk storage to provide reasonable and customary performance of the Service. a. LYRASIS will be responsible for the necessary maintenance of the servers and any required ancillary software for the normal performance of the Service. 3. LYRASIS will provide the Service twenty-four hours a day, seven days a week (24x7). Client agrees that from time to time the Service may be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that LYRASIS may undertake; or (iii) causes beyond the control of LYRASIS or which are not reasonably foreseeable by LYRASIS, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, and other failures. While LYRASIS has no control of the availability of the Service, it will work with its service providers to maintain the availability level. a. In the event of any loss or interruption of the Service, the Client's sole and exclusive remedy and LYRASIS' sole and exclusive liability shall be with respect to a loss or interruption that exceeds a continual period of twenty-four hours, in which event Client shall receive a credit against future Service equal to a pro rata portion of Hosting Service fees for the period of downtime. An outage is a critical system failure, not the expression of a bug in the software or its configuration. 4. LYRASIS will actively monitor the Service's status 24x7 with automated monitoring software that polls servers and network devices. LYRASIS will be responsible for daily backups of the Service and restoring from backup at no cost to the Client in the event of catastrophic failure. a. If the Client requests LYRASIS to restore data due to an action on the part of the Client, LYRASIS at its discretion may attempt to perform such a restoration. (Note: Restores will be limited to the entire Client database. Individual record/item restores are not available.) Such requests by the Client will incur additional charges. 6. LYRASIS will be responsible for installing all required community -adopted updates to the operating system, software platform and other underlying applications to insure the security and continued operation of the Service, M a. LYRASIS from time to time will also add additional functionality to the Service as developed by the communities of the open -source projects upon which the Service is based. b. LYRASIS will support community -adopted plug -ins as part of the Service. Some plug -ins, such as maintenance plug -ins, will be installed by default. 7. The Client may request the installation other third -party plug -ins into their Instance, although LYRASIS is under no obligation to install them. The Client must accept full responsibility for the operation and effects of this third -party plug-in on its Instance and database. 8. LYRASIS, at its own discretion, may work to address software defects ("bugs" as described in Table 1, Tier 2) as long as this development work can be contributed back to the appropriate open -source community. a. Bug fixes or workarounds performed at the request of and for the benefit of the Client are considered additional development work that LYRASIS may choose to undertake, and is subject to additional charges as described in Appendix C. 9. LYRASIS will control and provide support via its central administrative user account, which will be inaccessible to the Client. Table 1— Support Tier Definitions Type Service Description Classification Level 3 Significant or complete loss of service Emergency. LYRASIS will diagnose affecting all users for which there is no and solve the issues as soon as is workaround. (e.g. System up/down) reasonably possible and restore the Service with minimized impact. 2 Errors or other software bugs that Non -Emergency, software -related affect the functionality of the Service, "bugs". LYRASIS will assist the Client in documenting and presenting these bugs to the ArcbivesSpace software development community, but will not unilaterally address a solution to the bug for the Client. 1 Usage and system administration/ Non-technical, User. LYRASIS will configuration issues. provide limited consultation to the Client as described in Appendix C. 10. Support Tier Descriptions (see Table 1) a. Support Window: 8:00 AM to 5:00 PM Eastern Time, Monday through Friday. b. Response time during Support Window: Tier 3, within I hour; Tier 2, within next 2 business days. 5 c. Response time outside Support Window: Tier 3, 9:00 AM Eastern Time next business day; Tier 2, within next 2 business days. d. Tier 1 issues (non-technical, user -level issues) usually will be handled by Client staff. LYRASIS will provide a limited amount of technical support for Tier 1 issues as described in Appendix C. 11. LYRASIS will from time to time take down the Service to perform server maintenance and install hardware/software upgrades. Where possible, such planned downtime will be scheduled to minimize the impacts on the Client and its users of the Service. a. In cases of planned/scheduled maintenance, LYRASIS shall give the Client at least two weeks' notice, if such scheduled maintenance requires the entire system to be unavailable. b. In the case of emergency maintenance (such as installing critical security patches), LYRASIS will give the Client as much notice as reasonably possible, and will strive to limit the duration of the downtime. 12. Where applicable, LYRASIS will provide to the Client a list of supported platforms and technologies (browser versions, settings, plug -ins, etc.). When LYRASIS receives requests for support where the user's hardware and/or software does not conform to the published standards, LYRASIS shall, at its own discretion, make a "best effort" attempt to assist the Client. CLIENT RESPONSIBILITES 13. The Client will provide LYRASIS with the names of up to three Technical Contacts that may interact with the LYRASIS helpdesk. LYRASIS will only respond to requests from the designated Technical Contacts. Service requests from other parties will be referred back to the Client's Technical Contacts. 14. The Client is responsible for ensuring the confidentiality of all Client passwords. If a Client password is lost, stolen, or otherwise compromised, the Client shall immediately reset that password and notify LYRASIS of the security breach of the password. 15. The Client stipulates that there will not be personally identifiable information about its students and staff input and maintained in the software and database. 16. The Client is responsible for providing, updating, uploading, and maintaining any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the Service, including trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, metadata, domain names, software and text ("Client Content"). The Client Content includes any registered domain names provided by Client or registered on behalf of Client in connection with the Service. 17. Should the Client anticipate major expansions of its content in the Instance or other significant. increases in usage of the Service, it will notify LYRASIS accordingly. Based on this notice, LYRASIS will adjust the size and capability of the Instance to insure continued I operation of the Service. Adjustments to the hardware, software and/or bandwidth of the Instance based on the Client's increased use may increase the Client's Size Option, and with that, may incur additional charges. 18. The Client is responsible for all acts, omissions, and use under Client's accounts or passwords in connection with the Service or any Client Content displayed, linked, transmitted through, or stored on the Service. The Client will not engage in unacceptable use of the Service, which includes use of the. Service to: (i) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial email; (ii) disseminate or transmit any material that to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (iii) disseminate or transmit files, graphics, software, or other material, data, or work that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (iv) create a false identity or to otherwise attempt to mislead any person as to the identity, source, or origin of any communication; (v) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, and exemptions; (vi) interfere, disrupt, or attempt to gain unauthorized access to any computer system, server, network, or account for which Client does not have authorization to access or at a level exceeding Client's authorization; (vii) disseminate or transmit any virus, trojan horse, or other malicious, harmful, or disabling data, work, code, or program; or (viii) engage in any other activity deemed by LYRASIS to be in conflict with the spirit or intent of this Agreement or any LYRASIS policy. 19. The Service operates under the "safe harbor" provisions of the Digital Millennium Copyright Act (DMCA). Repeated instances of copyright infringement are grounds for material breach of this Agreement and subsequent Termination of the Service. a. LYRASIS will respond to DMCA notice and takedown obligations received by its Copyright Agent by setting the status of the objects to "inactive", thereby removing them from the search index and public view. LYRASIS will notify the Client of this action within 72 hours by e-mail or other form of written correspondence. If a counter-notice is received by the LYRASIS Copyright Agent, LYRASIS may send a copy of the counter-notice to the original complaining party informing that person that it may cease disabling the inactive objects in 10 business days. Unless the copyright owner files an action seeking a court order against the Client, the removed Content may be replaced, or access to it restored, in 10 to 14 business days after receipt of the counter-notice, at LYRASIS' sole discretion. LYRASIS' designated Copyright Agent to.receive notifications and counter - notifications of claimed infringement as of the Effective Date is Vern Ritter, 143 8 West Peachtree NW, Suite 200, Atlanta, GA 30309; e-mail: vem.ritter@lyrasis.org. Subsequent registrations with of Copyright Agents with the U.S. Copyright Office may supersede this designation. b. If the Client receives a DMCA-related notice, they are responsible for addressing and responding to such notice in whatever manner they deem appropriate. 7 20. Solely for the purpose of operating the Service, the Client hereby grants to LYRASIS permission to modify, adapt, transmit, reproduce, create derivative works from, and display Client Content, and any other actions that may be necessary to allow the Service to operate effectively. This license exists only for as long as the Client elects to include Client Content on the Service and will terminate at the time the Client or LYRASIS removes the Client Content from the Service. APPENDIX C —PRICE LIST and INVOICING Size Category No. of Finding Aids i. Small up to 100 ii. Medium 101-400 iii. Large 3 more than 400 Based on the LYRASIS ArchivesSpace Instance Size definitions on the Effective Date, the Client's Instance is deemed to be in the Small category. a. This sizing will be reviewed each year at Renewal and LYRASIS reserves the right to change/upgrade the Client's Instance Size and charge corresponding fees. b. During the Agreement Term, if the Service has a decreased level of performance and availability due solely to the growth of the Client's Instance, the Client may request an increase in its Size category to ensure consistent, appropriate service use. Any additional charges that result from an upgrade to the Size will be applied on a prorated basis for the remainder of the current annual Term. One-time Setup Fee will be: Basic Setup with (migration option from Section A.7): $1,775 This includes one Client -specific Branding Template Plugin and access to video training and user manual. One-time Migration Fee will be: $1,200 • Beaumont Public Library — Tyrrell approximate 60 EADXML records from for migration. Any records provided by the Library to LYRASIS, which exist outside this scope, will increase the migration fee. Any additional migration work will need to be scoped by LYRASIS and outlined as an amendment to this agreement. iistorical Library agrees to download their TARO and provide those records to LYRASIS 4. Annual Hosting and Support charges for this Size category will be: $4,200 • This include automatic updates, daily backups, monitoring and tuning of the Service, and a support -ticket system where the Client can request technical support. Additional and/or Optional Services, if in force, will be charged at these rates: • Additional Technical or Customer Support — $1,200 per 8 -hour block • Reporting/Read-only access to Client's database o One-time setup charge of $475, plus $360 per year • ArchivesSpace API access o One-time setup charge of $475, plus $240 per year • LDAP AuthN/AUthZ o One-time setup charge of $475, plus $450 per year I APPENDIX D — GENERAL TERMS AND CONDITIONS 1. Period Of Performance. The tern of this Agreement shall commence on the Effective Date and shall continue with annual renewals until cancelled or terminated as provided herein. 2. Confidentiality. LYRASIS shall regard as confidential and proprietary: 1) any and all data and information communicated to it by Client in connection with this agreement and which the Client has labeled as confidential, and 2) all Client data which LYRASIS has access to as part of this agreement. LYRASIS shall not, without prior written consent of Client, at any time: a) use the confidential information for any purpose other than in connection with its performance of the services for the benefit of the Client, or b) disclose any portion of the confidential information to third parties, except if required by law. The Client shall regard as confidential and proprietary all such details of LYRASIS and its operations that are outlined in this Agreement, including all pricing information, and all other information that LYRASIS has labeled as confidential. The City is limited in its ability to agree to confidentiality provisions pursuant to the Texas Public Information Act, Texas Government Code §552.001, et seq. Accordingly, the City does not agree to confidentiality except to the extent allowed by the Texas Public Information Act and, where applicable, the Federal Freedom of Information Act. If a third party seeks information relative to Vendor, and not the contract itself, to the extent required by the Texas Public Information Act, the City will notify Vendor of such request so the Vendor might protect its interests, 3. Intellectual Properly of Code and Documentation. For all software and documentation created by LYRASIS for the Client under this contract, including but not limited to bug fixes, functional enhancements, or new features, all ownership and rights thereto shall remain with LYRASIS. 4. Assignment. Neither party to this Agreement shall assign or transfer its rights or obligations under this Agreement, by operation of law or otherwise, to any third party without prior written consent of the other party, which shall not be unreasonably withheld. 5. Use of Name. LYRASIS reserves the right to use the Client name and logo on LYRASIS marketing collateral and web site unless the client requests otherwise and/or supplies other conditions and terms. 6. Force Majeure. Neither LYRASIS nor the Client shall be responsible for failure to perform any of the obligations imposed by this Agreement, provided such failure shall be occasioned by negligence of the other party, fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of power, governmental interference, civil commotion, riot, acts of terrorism, war, strikes, labor disturbance, transportation difficulties, labor shortage, or any cause beyond the reasonable control of either party. 3 () 7. Jurisdiction. Venue and jurisdiction for all disputes between the Parties will be exclusively in State District Court, Jefferson County, Texas, or Federal District Court for the Eastern District of Texas, Beaumont Division, and none other. The Parties shall have the right to appeal the District Court's ruling. 8. Limitations on Liability. LYRASIS will not be responsible for damages, malfunctions or failures caused by: i) the Client's failure to follow any operation or maintenance instructions provided by LYRASIS to the Client; or ii) defects or errors in the hosted software. LYRASIS will not be liable to the Client for iii) any loss of business, contracts, profits, anticipated savings, goodwill or revenue; iv) any loss or corruption of data; or v) any incidental, indirect or consequential losses or damages whatsoever (including, without limitation, special, punitive, or exemplary damages). To the extent LYRASIS is found liable for any damages to the Client, the Client's remedy will be limited to the annual invoice value of this Agreement in its current year of operation. 9. Renewal. This Agreement will renew each year on the anniversary of the Effective Date and at that time the invoice for the subsequent year ("Renewal") services will become due. LYRASIS will provide the Client with an invoice for the Renewal at least forty five (45) days prior to the end of the current Agreement Term. In the event that the invoice for the Renewal year has not been paid and the Client has not notified LYRASIS of its intent to cancel this Agreement, LYRASIS may, at its sole discretion, suspend the Service provided under this Agreement until payment or cancellation notice has been received. 10. Cancellation. Either party may cancel this Agreement with a thirty (3 0) days written notice given to the other party. The Client shall owe to LYRASIS all the charges for services already performed under this Agreement through the date of Cancellation that have not yet been paid. Likewise, LYRASIS will refund to Client all money prepaid for services not yet performed through the date of Cancellation under this Agreement. a. Return of Client's Data. In any case of Cancellation, within thirty (30) days after the Cancellation, LYRASIS will return to the Client all its data via a web -accessible mechanism. The Client will notify LYRASIS in writing that they have received/downloaded their data. With this notice, LYRASIS will delete the Client's data from the Service. If no such notice is received, after sixty (60) days from Cancellation, LYRASIS will delete the Client's data from the Service. Copies of the Client's data may remain on LYRASIS's backup media until those media are reused as part of their normal rotation. 11. Termination. Either party may terminate this Agreement if the other party is in material breach of this Agreement and such breach remains uncured for a period of thirty (3 0) days after notice of such breach has been given in writing to the breaching party by the other Pte'• 12. Notices. Any notices permitted or required by this Agreement shall be in writing and shall be deemed effective when received. Notices may be given by hand delivery, by mail, by courier service, by facsimile transmission, or by electronic mail. Notices shall be addressed to the parties at the addresses set forth above. 13. Entire Aaeement. Unless otherwise specified, this Agreement embodies the entire understanding between LYRASIS, the Client, and any prior or contemporaneous representations, either oral or written, are hereby superseded. No amendments or changes to this Agreement shall be effective unless made in writing and signed by authorized representatives of the parties.