City Council Agenda and Packet 2015 12 01

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d. A Service Level Agreement (SLA) shall govern specific maintenance procedures including notification of scheduled downtime. 12. Cooperative Relationship. The Parties intend to create and maintain an ongoing cooperative relationship using the selected ILS vendor or such ILS platform as FLC may develop or use in the future, which will extend beyond the expiration of this agreement. Each party shall keep the other fully informed, as promptly as reasonably possible, of any developments which could negatively affect the continuing cooperative relationship. 13. Member Library Expenses. In no event shall FLC be liable for any sums expended by Louisville Public Library in order to use the FLC's ILS. In no event shall Louisville Public Library be liable for any sums expended by or any costs allocated to any other FLC member. 14. Property Interests. By the use of FLC's ILS hereunder, Louisville Public Library shall not acquire any property interest therein, except that FLC agrees to return to Louisville Public Library its informational database at the termination of the Agreement. 15. Notices. All notices, demands, or other documents required or desired to be given, made, or sent to either party under this Agreement shall be made in writing, shall be deemed effective upon receipt, and shall be personally delivered, emailed or mailed, postage prepaid, as follows: To FLC: To Louisville Public Library: Flatirons Library Consortium City of Louisville Beth Gallinger Beth Barrett System Director Director of Library and Museum Services 1001 Arapahoe Avenue 951 Spruce St. Boulder, CO 80302 Louisville, CO 80027 Email: Email: bethb @louisvilleco.gov The addresses for notices may be changed by written notice given to the other party as provided above. 16. Modifications. This Agreement embodies the complete Agreement between the Parties and cannot be modified except by written agreement of the Parties, executed with the same formality as this Agreement. 17. Paragraph Captions. The captions of the paragraphs are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit, or describe the scope or intent of this Agreement. 18. Additional Documents or Action. The Parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. 19. Integration and Amendment. This Agreement represents the entire agreement between the Parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the Parties. If any provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue in full force and effect. 18